Plain English - How

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General Principles

Every legal protection has a cost

• In terms of the time, delay and aggravation of getting it into the document.
• In terms of the complexity of your documentation with that client.
• In terms of the variability of your documentation across your portfolio.

Escalation has a cost

• Many times will you hear a saintly credit officer insist on starting out with a term the credit officer doesn’t really need because there’s no harm in asking. But there is a harm in asking: the time, effort, ennui, delay and client aggravation in going through the escalation process. Don't under-estimate these. It might be hard to quantify it, but there is a dollar value in every lost moment in which you could be doing something more productive, your negotiation counterpart could, and your traders definitely could - namely trading with the counterparty rather than fielding calls from them about where their goddamn isda is, and then hassling you about it.

Organise your writing.

Spend time structuring your writing.

• Put the important points first.
• Use nested paragraphs
  • They help organise your thoughts.
  • The clearer your structure, the easier it is to follow.

Edit your writing.

It is hard to write clearly. You have to work at it. Editing is harder work than writing. It takes three times as long. So write two thirds fewer sentences. But make them good ones. Take pride in your work. Be elegant.

Be self-critical.

We are lawyers: elegant writing doesn't come naturally to us. We had it trained out of us. The cultural weight of our education, training and professional development conditioned us to write in a certain way. To stop writing that way, we must be very self-critical.

Keep it positive

• Prefer positives to negatives.
• Avoid double negatives.
• Recoil in horror from triple negatives.

Sexist language

You are writing for men and women. If you write “he” all the time you risk irritating half your audience. Writing “she” risks irritating the other half. Writing “s/he”, “he or she” or “it” risks irritating all of them. There are things you can do:

• Write in the plural: Instead of “I am yet to meet a client who tells his lawyer to avoid write incomprehensibly” say “Clients don’t tell their lawyers to write incomprehensibly”.
• Write in the first and second person: I’ve never had a client ask me to write incomprehensibly”.

Enumerations

• Break into subparagraphs:
• Branch right, not left:

Kill these first

• Notwithstanding the foregoing
• For the avoidance of doubt
• Including, without limitation
• one or more
• The Counterparty may, but shall not be obligated to

Don’t use fusty expressions

• Shall isd a bad, ambiguous word, and it makes you sound like a jerk. Use must, for an imperative, or will, for a declarative.
• And/or is always just “or”.

Style

• Use strong verbs, instead of modified weaker ones. In other words, avoid adverbs.

• Prefer "bellowed" to "Shouted loudly".
• Avoid nominalisation: "notify" instead of "give notice"

• Use strong forms of verbs: "He shot" over "he was shooting"
• Avoid wimpy writing: Avoid "almost", "seems to".
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