Handout: Enhancing Disclosure with Plain Language

GOVERNANCE, RISK AND ETHICS: A New Age of Accountability The Canadian Society of Corporate Secretaries 17th Annual Corporate Governance Conference The Fairmont Queen Elizabeth | Montréal, QC | August 17, 2015

ENHANCING DISCLOSURE WITH PLAIN LANGUAGE Kevin West, Founder SkyLaw Professional Corporation

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The Canadian Society of Corporate Secretaries 17th Annual Corporate Governance Conference The Fairmont Queen Elizabeth | Montréal, QC | August 17, 2015

ENHANCING DISCLOSURE WITH PLAIN LANGUAGE TABLE OF CONTENTS I. Speaker Information: Kevin R. West . . . . . . . . . . . . . . . . . . . . . Page 4 II. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 7 III. Top Ten Takeaways . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 8 IV. Excerpts from A Plain English Handbook. . . . . . . . . . . . . . . . . . Page 9

Example 1) Baltimore Gas & Electric Company Example 2) General Motors Corporation

Example 3) MBNA America Bank

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SkyLaw is a boutique corporate and securities law firm offering sophisticated legal and strategic advice to public and private companies through an innovative law firm structure.

KEVIN R. WEST Kevin is a senior corporate and securities lawyer with over 15 years of experience practicing in Toronto, New York and Australia. Kevin has led numerous corporate transactions, including mergers and acquisitions, financings, initial public offerings and joint ventures. He also has significant experience advising companies on corporate governance, disclosure and compliance issues.

Kevin was a partner at Davies Ward Phillips & Vineberg LLP for over 5 years where he had a broad corporate practice and represented a number of foreign companies making acquisitions in Canada. Prior to joining Davies, he practiced with Sullivan & Cromwell LLP in New York, New York and Sydney, Australia and clerked for Justice Binnie at the Supreme Court of Canada. Kevin founded SkyLaw in 2010, a boutique corporate and securities law firm in Toronto, Ontario.

Kevin is actively involved in the community and has volunteered his time with a number of organizations, including Project Canoe, Toronto Homecoming, Social Venture Partners and Skills for Change. He also enjoys coaching hockey and sponsors the SkyLaw Atom hockey team in the Leaside Girls Hockey Association.

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TIMELINE SELECTED TRANSACTIONS • Acquisition of Corriente Resources Inc. by Tongling Nonferrous Metals Group

Holdings Co. Ltd and China Railway Construction Corporation Ltd. for $679 million. • Acquisition of Northern Peru Copper Corp. by China Minmetals Nonferrous Co. Inc.

and Jiangxi Copper Company for $455 million. • Xstrata plc hostile take-‐over of Falconbridge Limited for $24 billion. • Acquisition of PetroKazakhstan Inc. by China National Petroleum Corporation for

$4.2 billion. • Royal Bank of Canada’s acquisition of Centura Banks, Inc. for $2.3 billion.

Kevin R. West Tel: 416.759.5299 Fax: 1.866.832.0623 [email protected]

SkyLaw Professional Corporation 3 Bridgman Avenue, Suite 204 Toronto, ON Canada M5R 3V4 www.skylaw.ca

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HOW CAN I HELP?

As a CSCS conference participant, I would like to offer you the opportunity to meet, without cost to you, in order to discuss your needs. After the initial consultation, the SkyLaw team will provide you with a special CSCS rate for any corporate services that you require.

Please contact us for further details.



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INTRODUCTION We are pleased to provide the following guide for tips in writing with plain language to the participants of the Canadian Society of Corporate Secretaries’ 17th Annual Corporate Governance Conference in Montreal, Quebec.

This package will focus on assisting with the preparation of public company disclosure documents by ensuring that they are written in a clear and concise manner while fulfilling the form requirements.

This guide will help you to feel confident in your ability to use plain English while maintaining full and true disclosure. As well, this package includes a list of top ten takeaways from the session.

Our goal is to enhance your understanding of efficiently using plain language while making you feel more confident in your writing abilities.

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TOP TEN TAKEAWAYS 1) Think about your audience

2) Say what you are trying to say

3) Take the time to be brief

4) Try not to write like a lawyer

5) Avoid jargon

6) Proofread, even the boilerplate

7) Write short sentences and paragraphs

8) Use lists and tables

9) Fix the ambiguities

10) Plan, plan, plan

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EXCERPTS FROM A PLAIN

ENGLISH HANDBOOK The following excerpts are from the U.S. Securities and Exchange Commission Plain English Handbook. This handbook shows how you can use well-‐established techniques for writing in plain English to create clearer and more informative disclosure documents.

This guide is only for your general information. When drafting a document for filing with the SEC, you must make sure it meets all legal requirements.

“Investors need to read and understand disclosure documents to benefit fully from the protections offered by our federal securities laws. Because many investors are neither lawyers, accountants, nor investment bankers, we need to start writing disclosure documents in a language investors can understand: plain English.”

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THE BENEFITS OF PLAIN ENGLISH “The benefits of plain English abound. Investors will be more likely to understand what they are buying and to make informed judgments about whether they should hold or sell their investments. Brokers and investment advisers can make better recommendations to their clients if they can read and understand these documents quickly and easily. Companies that communicate successfully with their investors form stronger relationships with them. These companies save the costs of explaining legalese and dealing with confused investors. Lawyers reviewing plain English documents catch and correct mistakes more easily. Many companies have switched to plain English because it’s a good business decision.”

