RESIDENTS OF NEW HAMPSHIRE

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An untutored foreigner, glancing at a few prospectuses, might be forgiven for concluding there is something wrong with the average resident of New Hampshire, for it seems they are uncommonly in need of being shouted at, at least whenever they come into contemplation in the course of a securities offering.

New Hampshirepeople deserve to be shouted at?

It isn’t, obviously, that New Hampshire residents are dense — or any denser than the rest of us, at any rate — for what they are being shouted at about seems complicated, convoluted and, in honesty, not the sort of thing that calls for such easy exasperation. Indeed, one would need to be quite the scholar in the intricacies of local securities regulation to make much sense of the New Hampshire residents’ notice at all.

So perhaps, by contrast, unnatural adeptness with securities offerings laws characterises the New Hampshireman or woman — so much so that an offeror can feel justified shouting at those who don’t quickly grasp the minutiae.

New Hampshirepeople like being shouted at?

A correspondent writes to venture that perhaps the good people of New Hampshire just like shouting, and/or being shouted at. In our experience the average American is at least unduly fond of the sound of his own voice, so we cannot rule this out. Our correspondent tells us that, as a lad — some years ago now, he laments — he spent a happy summer at a camp on the shores of beautiful Lake Winnipesaukee in New Hampshire, being shouted at by all and sundry.

An important disclaimer that goes without saying?

Or it might be the misconception that this is “important” stuff that must, by the lights of the Uniform Commercial Code, be said “conspicuously”, and that means in BLOCK CAPITALS. But, firstly, no it doesn’t, and secondly, no it isn’t: the usual New Hampshire residents’ notice is a rather feeble disclaimer roundly denying something that no-one was inferring, let alone implying, nor, dare we say it, giving a flying hoot about, in the first place:

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Now if you struggled to make your way through that — and you would be in company that includes no less fastidious a bunch of wordwrights than the US Nuclear Corp’s investment bankers if you did — to our best guess — and without admission of any liability for any harm that should befall you if it doesn’t — it means this:

Listen up people of New Hampshire: This document may contain errors and it may not give the whole picture. Even if it’s been filed here, New Hampshire authorities have not approved or recommended it, or anyone connected with it and anyone who says they have is a liar and is going to be in trouble if we find out.

See also

• Conspicuous language and the Uniform Commercial Code
• Disclaimers