Model Answer

Dear Client,

Your company is required under the California Transparency in Supply Chains Act
("CTSCA") to provide a disclosure on the extent of its due diligence with respect to human
trafficking and slavery in its supply chains. The CTSCA applies to any company doing
business in California that has annual worldwide gross receipts of more than US$100 million
and that identifies itself as a "retail seller" or "manufacturer" on its California tax return.

In order to comply with the CTSCA, your company should have a separate page on its web
site, linked conspicuously from the home page, that details the extent of its due diligence
with respect to human trafficking and slavery in its supply chains. The disclosure must
describe the extent of the company's efforts to:

• Verify product supply chains to evaluate and address risks of human trafficking and
slavery (including specifying if the verification was not conducted by a third party);
• Conduct audits of suppliers to evaluate compliance with company standards for
trafficking and slavery in supply chains (including specifying if the audit was not
independent and unannounced);
• Require direct suppliers to certify that materials incorporated into the product comply
with the laws regarding slavery and human trafficking of the country or countries in
which they are doing business;
• Maintain internal accountability standards and procedures for employees or
contractors failing to meet company standards regarding slavery and trafficking;
• Provide company employees and management, who have direct responsibility for
supply chain management, training on human trafficking and slavery, particularly with
respect to mitigating risks within supply chains.

If your company does not comply with the CTSCA, the Attorney General of California may
obtain injunctive relief (a court order) requiring compliance.

Please do not hesitate to reach out with any further questions about the CTSCA.

Kind Regards,
Clifford Chance

Note from Clifford Chance: Well done on this task! Here are some extra notes on how we
approached the task.

First and foremost, the advice to the client must be accurate. The email to the client must
accurately identify that the client is required to comply with the CTSCA, and correctly set out
all of the key elements of the law and the penalties for non-compliance. The advice must
also be communicated clearly and concisely.

Structure: We have structured the email to state the answer to the client's question up front
– that it is required to comply with the CTSCA. This is the most important aspect of the
advice to the client. We have then explained why the law does apply to the client, in brief
summary form. Thereafter we have summarized the key provisions of the law – what the
client is required to do – and the penalties for non-compliance. Having a clear structure with
the answer to the client's question provided up front helps to make the substance digestible.
Especially in an e-mail format, bullet points make the description much easier to read, in
contrast to a block of text describing the various requirements.
Substance: First, we have established that the law applies to the company and briefly
explained why. Then, we move to the requirements of the law, worded in a way that directly
addresses the client. The CTSCA has specific categories of information that a company
must include in its disclosure; the bullet points are ordered to reflect the law's structure. We
have summarized the key elements of each requirement, rather than quoting the law, in
order to make the email more easily digestible. Finally, we conclude with the possible
consequences of non-compliance in order to complete the advice and provide full picture of
the law's impact on the client. We have chosen to use a level of detail that is sufficient to
enable the client to understand the basic scope and obligations of the law without
overwhelming the reader with information.

We have also drafted the e-mail in a style that makes the content accessible to lawyers and
non-lawyers alike in order to best serve the client. For example, we clarify in a parenthetical
that injunctive relief would mean a court order to comply with the law, rather than assuming
that the reader is an attorney.

Client interaction: Finally, the email includes language at the end that communicates that
communicates that we are equipped to provide additional advice. This language opens the
door to further communication about the CTSCA or related issues should the client wish.