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Business and Human Rights Law Program

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Sarah Dadush
Director

Sarah Dadush is a Professor of Law at Rutgers Law School and the Founding Director of the Business & Human Rights Law Program and the Responsible Contracting Project (RCP). Her research and teaching lie at the intersection of business and human rights, and her work explores innovative legal mechanisms for improving the social and environmental performance of transnational corporations

As a leading member of the American Bar Association (ABA) Business Law Section Working Group to Draft Human Rights Protections in International Supply Contracts, she co-authored the 2021 report, “Balancing Buyer and Supplier Responsibilities: Model Contract Clauses to Protect Workers in International Supply Chains, Version 2.0,” which contains the initial responsible contracting toolkit. She is also a member of the European Model Contract Clauses for Responsible and Sustainable Supply Chains Working Group, which is drafting model clauses for companies operating against the evolving backdrop of European human rights and environmental due diligence legislation.

​Additionally, she is Co-Chair of the Legislative Developments sub-committee of the NYC Bar Association’s Business & Human Rights Committee and Co-Chair of the Responsible Investor Model Clauses (RIMC) sub-committee of the ABA’s Corporate Social Responsibility Committee. In 2023, she joined the Advisory Board of Cornell University’s Global Labor Institute.

Before joining the Rutgers faculty in 2013, Professor Dadush was Legal Counsel for the International Fund for Agricultural Development (IFAD), a specialized agency of the United Nations based in Rome. Prior to that, she was a Fellow at NYU Law School’s Institute for International Law and Justice and an associate attorney at the global law firm, Allen & Overy. She received her J.D. and LL.M. in International and Comparative Law from Duke University School of Law in 2004.

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About the BHR Law Program

How business does business matters immensely for the protection of people and planet. The call for corporations to be more accountable for their social and environmental impacts is becoming louder by the day. If we are to successfully address the serious and urgent social and environmental challenges confronting our world today, this call must be answered.

The law has a major role to play here. New public law in the form of national legislation, regulation, or international treaties, and new private law, particularly pertaining to international supply contracts, is now being developed to flesh out and deepen accountability for business conduct that “causes or contributes” to harm to people and the planet. Not only does the law set out the rules of the game, it also applies and enforces them. The law thus offers a vastly different paradigm for effecting change than do the voluntary commitments that continue to dominate the business and human rights ecosystem.

Heeding the call to adopt a more law-centered approach to improving the social and environmental performance of global supply chains, the Center for Corporate Law and Governance established a Business and Human Rights Law Program in 2021. The BHR Law Program examines specific legal and regulatory obstacles to upholding and promoting human rights and environmental protections in international supply chains. It seeks to develop legal solutions for strengthening corporate responsibility, expanding worker protections and remedies, and promoting social justice. Our program of work includes research, education, project activities, and public convenings collectively geared towards real-world change.

Program Events

There are currently no events scheduled, but please check back soon.

  • WorldCC Foundation, One step closer: Shared responsibility contracting for human rights, (March 2023)
    • Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School, Co-Founder of the Responsible Contracting Project; Olivia Windham Stewart, Co-Founder of the Responsible Contracting Project; Daniel Schönfelder, European Legal Advisor of the Responsible Contracting Project
  • Organisation for Economic Co-operation and Development (OECD), OECD Forum on Due Diligence in the Garment and Footwear Sector, (February 2023)
    • Panel: Due diligence costs and responsibilities: Collaborative approaches to buyer supplier relationships by Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School 
  • Organisation for Economic Co-operation and Development (OECD), OECD Forum on Due Diligence in the Garment and Footwear Sector, (February 2023)
    • Panel: Contracts and HREDD Legislation by the Responsible Contracting Project, Rutgers Law School (Password b5.a0Y%H)
  • SupplyShift, How Human Rights Due Diligence legislation affects your procurement teams and more (February 2023)
    • Daniel Schönfelder, European Legal Advisor, Responsible Contracting Project
  • WorldCC Foundation, Academic Symposium 2022 (December 2022)
    • Panel: The development of standard terms and principles to embed ESG in contracts. Speaker: David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC
    • Panel: The impact of ESG on classical theory of risk allocation and transfer; a move to shared responsibility. Speaker: Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School
  • WorldCC Foundation, Modern slavery: What can contracting professionals do about it? (November 2022)
    • Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School; Olivia Windham Stewart, Business and Human Rights Program at Rutgers Law School; Sally Guyer, World Commerce & Contracting; Matt Friedman, The Mekong Club
  • British Institute of International and Comparative Law, HRDD Forum Annual Conference: Human Rights Due Diligence, Price and Remuneration (October 2022)
    • Panel: Practical steps to integrate pricing and remuneration into human rights due diligence. Speakers: Lisa Hsin, Bonavero Institute of Human Rights, University of Oxford (chair); Jason Judd, ILR School, Cornell University; Thulsi Narayanasamy, Worker Rights Consortium; Matthew Stark Blumin, Coalition of Immokalee Workers; Olivia Windham Stewart, Business and Human Rights Program at Rutgers Law School; Aída Portillo, Latin American and Caribbean Network of Fair Trade Small Producers and Workers (CLAC)
  • Sustainable Brands 2022 San Diego (October 2022)
    • David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC
  • Association of Corporate Counsel, 2022 ACC Annual Meeting (October 2022)
    • Panel: Using Contracts to Comply with ESG Obligations and Implement Company Policies. Speaker: David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC 
  • Goodwin Procter LLP, Contracting for ESG (October 2022)
    • Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School; Nicole DeNamur, J.D., Owner, Sustainable Strategies; Carl Owens, Director and Senior Counsel, Global Regulatory Affairs, Visa Inc.; Danielle Reyes, Co-Chair, ESG & Impact, Goodwin
  • NOVA BHRE, The Draft Corporate Sustainability Due Diligence Directive (CSDDD): Opportunities And Challenges (September 2022)
    • Panel: The Enforcement of the Draft CSDDD. Keynote speech: Lara Wolters, European Parliament; Chair: Lise Smit, BIICL; Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School; Gabrielle Holly, Danish Institute for Human Rights; Chris Patz, ECCJ; Daniel Schönfelder, BHR Lawyer, Germany
  • Interfaith Center on Corporate Responsibility, Contracting for Human Rights: Aligning Contracts with UNGPs and OECD Guidance for Improved Human Rights Outcomes (July 2022)
    • David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC; Sarah Dadush, Professor of Law, Rutgers Law School, Director, Business & Human Rights Law Program, the Center for Corporate Law and Governance; Olivia Windham Stewart, Rutgers Law School, Senior Fellow, Deputy Director, Business & Human Rights Law Program at the Center for Corporate Law and Governance and Patrick Miller, Founding Partner of P Miller Legal Services
  • Fashion Revolution USA, Fashion Citizenship Series: Mandatory Human Rights Due Diligence Panel (click on hyperlink to see a recording of the event) (July 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Noor Hamadeh, International Corporate Accountability Roundtable;  Sahiba Gill, Global Labor Justice-International Labor Rights Forum; Abi Munroe, Walk Free (Moderator)
  • American Sustainable Business Network, Socially Responsible Supply Chain Contracts (click on hyperlink to see a recording of the event) (June 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Patrick Miller, Founding Partner of P Miller Legal Services; Olivia Windham Stewart, business and human rights specialist
  • ILR School at Cornell University, What do Sustainable Supply Chains look like?, Mandatory Due Diligence in Europe (June 2022)
    • Lara Wolters, Member of the European Parliament (S&D, Netherlands); Natalie Grillon, Executive Director at Open Apparel Registry; Sarah Dadush, Professor of Law, Rutgers Law School; Michael Bride, Senior Vice President Corporate Responsibility, Global Affairs at PVH; Kalpona Akter, Founder and executive director, Bangladesh Centre for Worker Solidarity (BCWS)
  • World Commerce & Contracting, World Sustainable Contracting Day, Panel discussion: model contract clauses to protect workers in international supply chains (May 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; David Snyder, Professor of Law and Director, Business Law Program American University; Olivia Windham Stewart, business and human rights specialist
  • New York City Bar, The Impact of COVID-19 on Business Practices and the Rights of Vulnerable Workers and Communities (May 2022)
    • Deborah Enix-Ross, Senior Adviser, International Dispute Resolution Group, Debevoise & Plimpton and President-Elect of the American Bar Association; Meghna Sarma, Senior Director, Corporate Responsibility at PVH Corp.; Jeffrey Vogt, Rule of Law Director, Solidarity Center; Rochelle Zaid, Senior Director, Social Accountability International; Sarah Dadush, Professor of Law, Rutgers Law School (Moderator)
  • University of Illinois Chicago, Center for International Law, 20th Annual Dominick L. DiCarlo U.S. Court of International Trade Lecture, Contracting for Compliance (April 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Susan A. Maslow, Co-Founder; Partner, Antheil Maslow & MacMinn LLP 
  • B Local Los Angeles, Bringing to life your mission through sustainable supply chain governance (April 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Patrick Miller, Founding Partner of P Miller Legal Services; Olivia Windham Stewart, business and human rights specialist
  • American Bar Association, Conscious Consumerism and the Government’s Role in Regulating Companies’ Ethical Promises (click on hyperlink to listen to recording of the event) (March 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Judd Legum, Founder and author of Popular Information, an independent newsletter dedicated to accountability journalism; Hilary Meltzer, Chief, Environmental Law Division, New York City Law Department; Christopher Pitoun, Partner, Hagens Berman Sobol Shapiro LLP, Los Angeles; Michael Tiger, Deputy General Counsel, New York City Department of Consumer and Worker Protection; Tamala Boyd, General Counsel, New York City Department of Consumer and Worker Protection (Moderator)
  • Legalweek, The Influential Lawyer: How Legal Leaders Are Driving ESG Change (March 2022)
    • Tara Giunta, Partner, Paul Hasting; Rachael Dugan, Chief Legal Officer, SiriusPoint Ltd; Sarah Dadush, Professor of Law, Rutgers Law School; Sean Callagy, Principal at Callagy Law & Co – Founder, Unblinded; Nicola Bonucci, Partner, Paul Hastings
  • Organisation for Economic Co-operation and Development (OECD), Side Session of the OECD on Due Diligence in the Garment and Footwear Sector, Contracting for Human Rights: Aligning Contracts with the UNGPs and OECD Guidance (Click on hyperlink to see a recording of this event) (February 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Olivia Windham Stewart, business and human rights specialist; Fatima-Zohra Alaoui, General Manager, Moroccan Association of Textile and Apparel Industries; Megan Bannigan, Partner, Debevoise & Plimpton LLP
  • University of Connecticut Business and Human Rights Forum, Model Contract Clauses for Human Rights (February 2022)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Olivia Windham Stewart, business and human rights specialist; David Snyder, Professor of Law and Director, Business Law Program American University; Erika George, Professor of Law and Director of Tanner Humanities Center, University of Utah (Commentator).
  • Impact Investing Law Working Group: New Model Contract Clauses to Protect Workers’ Human Rights in Supply Chains (November 2021)
    • David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC; Sarah Dadush, Professor, Rutgers Law; Kristian Heydenreich, Senior Director, Global Head of Compliance & CSR, Vestas Wind Systems; and Olivia Windham Stewart, business and human rights specialist; and Vijaya Palaniswamy, Chief Legal Officer/Chief Compliance Officer South Harbor Management LLC (Moderator).
  • Thomson Reuters Foundation TrustLaw Training, Social Enterprise, ESG and Impact Investing: Mandatory Environmental and Human Rights Due Diligence (October 2021)
    • Wojciech Baginski, B Lab Market Explorer for Poland; Sarah Dadush, Professor of Law, Rutgers Law School; Lise Smit, Senior Research Fellow in Business and Human Rights and Director, Human Rights Due Diligence Forum, British Institute of International and Comparative Law; and Tara Giunta, Co-lead, ESG and Human Rights Working Group, Paul Hastings (Moderator).
  • Rutgers Law School Center for Corporate Law and Governance, The UN Guiding Principles on Business and Human Rights +10: Celebrating a Decade of Catalyzing Innovative Human Rights Enforcement (Click on hyperlink to see a recording of this event) (June 2021)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Rachel Chambers, Assistant Professor, University of Connecticut School of Business; Surya Deva, Associate Professor at the School of Law of City University of Hong Kong and a member of the UN Working Group on Business and Human Rights; Anita Ramasastry, Professor of Law, University of Washington School of Law, and a member of the UN Working Group on Business and Human Rights; and Beth Stephens, Professor of Law, Rutgers Law School (Moderator).
  • American Bar Association, Business Law Section Spring Meeting CLE Program (April 2021)
    • David Snyder, Professor of Law and Director, Business Law Program American University, Washington, DC; Sarah Dadush, Professor of Law, Rutgers Law School; Olivia Windham Stewart, business and human rights specialist; Nate Herman, Vice President of AAFA; Jaren Dunning, Senior Legal Director, Global Human Rights & Employment Law PepsiCo; and Susan Maslow (Moderator)
  • NOVA Knowledge Centre for Business, Human Rights and the Environment, Corporate Due Diligence in Contract and Company Law (March 2021)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Beate Sjåfjell, University of Oslo; Stephen Turner, University of Essex; Rachel Chambers, University of Connecticut; Stuart Neely, Norton Rose Fulbright; Lécia Vicente, Louisiana State University; and Lise Smith, Senior Research Fellow in Business and Human Rights and Director, Human Rights Due Diligence Forum, British Institute of International and Comparative Law (Moderator).
  • British Institute for International and Contemporary Law (BIICL), HRDD Forum: Human Rights Due Diligence in Contracts (January 2021)
    • Sarah Dadush, Professor of Law, Rutgers Law School; Vijaya Palaniswamy, Linklaters LLP; Ben Rutledge, OECD; Andreas Ruhmkorf, University of Sheffield Law School

Projects

Responsible Contracting Project (RCP)

The Responsible Contracting Project (RCP), which is housed in the Rutgers Center for Corporate Law and Governance, is the inaugural project for the Rutgers BHR Law Program. Its starting point is the work already done with the ABA’s Business Law Section Working Group to Draft Model Contract Clauses to Protect Human Rights in International Supply Chains. The working group’s Principled Purchasing team, led by Professor Sarah Dadush and Olivia Windham Stewart, with close support from “team Ruggie” BHR expert, John Sherman, and pro bono counsel from Linklaters LLP, contributed to the development of a new version of the model contract clauses (MCCs 2.0) as well as a Responsible Purchasing Code of Conduct (Buyer Code). They then went on to co-found RCP in 2022. RCP’s website, with an updated list of events, publications, and responsible contracting tools can be found here: https://www.responsiblecontracting.org/.
 
 

Legislative and Regulatory Developments: France, the Netherlands, Germany, and now the European Union have developed and are enacting legislation requiring corporations to engage in human rights due diligence to identify, mitigate, prevent, and account for adverse human rights and environmental impacts in supply chains. The current draft of the EU Directive on Corporate Due Diligence and Corporate Accountability specifically states that new clauses should be included in contracts to support the implementation of companies’ human rights due diligence strategies.

In the United States, Customs and Border Patrol has been issuing an increasing number of withhold release orders (WROs) and seizing goods that are believed to have been made with forced or child labor at the border. WROs prohibit “tainted” goods from entering and being sold in the U.S., creating a real economic penalty for importers that are failing to uphold human rights in their supply chains.

Specific to the relationship between brands and retailers and their suppliers, the European Union introduced a Directive to outlaw Unfair Trading Practices (UTP) in food and agriculture. The Directive contains new rules that ban certain UTPs imposed unilaterally by one trading partner on another. NGOs and global unions are now calling for the scope of this Directive to be expanded to also include garment brands, retailers and manufacturers.

In a similar effort to regulate commercial relationships between powerful brands and retailers and more vulnerable suppliers, the UK established a Grocery Trade Adjudicator (GCA). The GCA is an independent regulator responsible for enforcing the Groceries Supply Code of Practice and regulating the relationship between supermarkets and their direct suppliers within the United Kingdom. As with the EU UTP Directive, campaigns are now underway for the UK government to establish a similar body to regulate these relationships in the United Kingdom’s garment and footwear industry, which is notoriously ripe with commercial and human rights abuses.

The Rise of ESG: Investors and consumers alike are becoming increasingly concerned with the social and environmental performance of the companies they invest in and buy from. The last 5 years have seen a significant increase in the number of shareholder resolutions aimed at addressing climate and social risks. The SEC has been asked repeatedly to develop guidance on non-financial reporting to protect investors from instances of “greenwashing.” Investors and consumers are making increased demands for transparency pertaining to corporations’ social and environmental impacts globally. While investors begin to divest from companies whose values do not align with their own, consumers participate in “bad” company boycotting and “good” company buy-cotting; they also engage in class action litigation claiming that companies are making false advertisements about their “goodness”. The COVID-19 pandemic has heightened concerns about the “S” in ESG for consumers and investors, both in the U.S. and overseas.

Building on the work already done under the auspices of the ABA working group, the BHR Law Program has embarked on a 3-year program of work, comprising the following activities:

  • Organizing launch and outreach events to promote the adoption of the MCCs and the Buyer Code
  • Developing a website containing guidance for drafting commercial contracts using the MCCs and the Buyer Code
  • Working with individual US companies and larger organizations (public and private) in our network as they adopt / adapt or learn to use the MCCs
  • Working internationally with individual suppliers or supplier associations to negotiate fairer terms using the MCCs and the Buyer Code
  • Working with public and private standard setters, benchmarking organizations, investors, certification and transparency initiatives to incorporate criteria on contract content and disclosure of contract terms
  • Developing publicly available educational materials such as implementation guidelines and training on drafting and negotiating “MCC-upgraded” supply contracts for buyers’ in-house counsel, suppliers, and industry associations
  • Offering legal guidance on establishing enforceable brand agreement(s) on pricing, wages and purchasing practices, and the including of third-party beneficiary rights
  • Conducting research on various topics, including how the rise of mandatory human rights due diligence legislation, particularly in the E.U., affects contracting and litigation
  • Supporting campaign efforts to advocate for better contractual and purchasing practices by buyers/brands, including public education campaigns addressed to consumers and investors
  • Building a partnership with Rutgers business school to create new research streams and educational programs for Rutgers students on protecting human rights in supply chains

Conscious Consumer Law Project

U.S. consumers are becoming increasingly concerned about how their purchases of goods and services are connected to social and / or environmental harm occurring at home and in other parts of the world. Growing numbers of conscious consumers seek out products and services that align with their values and avoid those purchases that pit them against their values. Yet companies’ marketing practices with respect to advertising goods and services as being socially or environmentally “good” (or not bad) remain under-regulated. Furthermore, consumers wanting to hold corporations accountable in court for engaging in various types of “greenwashing” face an uphill battle. 

Consumers deserve better protection from unfair or deceptive marketing practices that entice purchases based (in part) on empty or unsubstantiated promises about the “goodness” of a particular product or service. They also deserve better protection from becoming unwitting enablers of social or environmental harm via their purchases. One way to achieve such protective improvements is to focus on consumer law that can be enforced by government agencies or by consumers themselves. The Conscious Consumer Law Project explores openings within consumer law to push for better social and environmental performance by corporations, including through regulatory and legislative initiatives and class action litigation. 

Course Offerings

  • Supply Chain Governance, Kevin Kolben (Business School)
  • International Labor Law, Alan Hyde
  • Human Rights, Beth Stevens
  • Human Rights, Jorge Contesse
  • Business and Human Rights, Sarah Dadush
  • Business and Human Rights Practicum, Sarah Dadush
  • Corporate Social Responsibility Seminar, Sarah Dadush