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Business and Human Rights Law Program

Our Team

Sarah Dadush
Director

Sarah Dadush is a Professor of Law at Rutgers Law School. Her research and teaching lie at the intersection of business and human rights. Her work explores innovative legal mechanisms for improving the social and environmental performance of transnational corporations. She currently co-leads a Working Group of the American Bar Association’s Business Law Section, which has developed a comprehensive toolkit for upgrading international supply contracts to better protect workers’ human rights. Prior to joining Rutgers, she worked at the International Fund for Agricultural Development, a specialized UN agency in Rome. Before that, she was a Fellow at NYU Law School’s Institute for International Law and Justice, and before that, she was an attorney at the global law firm, Allen & Overy. She graduated from Duke Law School with a J.D. and an LL.M in International and Comparative Law in 2004.

Olivia Windham Stewart
Deputy Director

Olivia is an independent business and human rights specialist. Olivia has been working with the Rutgers Center for Corporate Law and Governance since March 2020, when she joined the Principled Purchasing Project to draft model contract clauses to protect human rights in international supply chains, led by Professor Dadush. As an independent specialist, Olivia works on a range of projects to enhance corporate accountability and supply chain due diligence across sectors. Prior to working independently, Olivia was on the Labour Rights team at Laudes Foundation (formerly C&A Foundation). Before that, Olivia worked at Impactt, a business and human rights consultancy based in the UK, with offices in China, Bangladesh, and India. She has worked extensively in production countries around
the world, particularly in South and South East Asia. She holds a MSc with Distinction from SOAS University, London.

Gabriella Ferreira
Student Fellow

Gabriella is a Business Human Rights Law Program Student Fellow and a second-year student at Rutgers Law School. Before beginning her J.D. in the United States, she received her LL.B. from Mackenzie University School of Law in Sao Paulo. In Brazil, she worked within the M&A and capital markets teams at Shearman & Sterling LLP, assisting transactions in the engineering and construction sectors and IPOs from Latin American companies. In 2022, Gabriella was a summer associate at Milbank LLP, supporting the financing of renewable energy and infrastructure projects. She is studying BHR and ESG legislative proposals at the federal and state levels (trade imports regulations, Human Rights Due Diligence, NY Fashion Act, among others) and recently joined the Business and Human Rights Working Group at the New York City Bar Association as its only student member.

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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

  • WorldCC Foundation, Academic Symposium 2022 (December 7 and 8, 2022—online)
    • Panel: The development of standard terms and principles to embed ESG in contracts (Date and Time: December 7 at 10:15am EST)
      • 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 (Date and Time: December 7 at 1pm EST)
      • Speaker: Sarah Dadush, Professor of Law and Founding Director, Business & Human Rights Law Program, Rutgers Law School
  • 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

The Contracting for Human Rights project 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 Sarah Dadush and Olivia Windham Stewart with support from John Sherman and a team of pro-bono attorneys 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).

How international supply contracts are negotiated, the terms they contain, and their performance—how buyer and supplier play out their contractual relationship—affects how well the human rights of workers are protected and, by extension, for the human rights performance of global supply chains. Aggressive contracting, characterized by one-sided or oppressive terms, tends to promote oppositional and extractive relationships between buyer and supplier. This can generate undue commercial pressure on suppliers, which in turn can exacerbate the human rights risks of the contract and undermine the buyer’s ability to meet its own human rights commitments.

Aggressive supply contracting has all too often been used to support (predominantly white) consumer markets to extract value from (predominantly black and brown) producer countries. Traditional contracting practices have been used to legitimize (and consequently perpetuate) colonial trade structures that we should be seeking to undo. Companies that are serious about promoting racial justice need support to understand how their commercial relationships, purchasing practices, and contracts impact on racial equity on an international scale.

MCCs 2.0 help buyers and suppliers redesign their contracts to reduce commercial exploitation, protect human rights, and promote racial justice. They are the first model contract clauses that attempt to fully integrate the principles contained in the United Nations Guiding Principles on Business and Human Rights (the UNGPs) and the OECD Due Diligence Guidance for Responsible Business Conduct into international supply contracts. The MCCs translate these principles into contractual obligations that require buyer and supplier to cooperate in protecting human rights and make both parties responsible for the contract’s human rights performance.

Whereas traditional codes of conduct typically address the supplier, focusing all the attention on what the supplier must do in order to meet the buyer’s human rights expectations, the Buyer Code addresses the buyer-firm, recognizing that the buyer’s own purchasing practices and behavior under the supply agreement have a major impact on the human rights performance of the contract. The Buyer Code lays out fundamental principles, standards, and commitments for responsible purchasing practices that can support a “clean” or “cleaner” supply chain.

MCCs 2.0 are designed to be multi-sector and can be used by buyers and suppliers operating in any industry. They are also modular, meaning that a company can select alternative text and adapt the MCCs it wishes to include to accurately reflect the company’s resources committed to the protection of human rights. The party(ies) may also wish to include the Buyer Code as  an additional schedule to the contract. The Buyer Code is referred to in the MCCs as “Schedule Q.” Reference to the Buyer Code is already built into the MCCs, and the two are therefore designed to work together. However, a party can adopt the MCCs without adopting the Buyer Code. Conversely, the Buyer Code can be adopted independently of the MCCs.

The MCCs 2.0 toolkit is available on the ABA Center for Human Rights webpage.

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

The Contracting for Human Rights Project is made possible with generous support from the Laudes Foundation and Pro Bono legal assistance from Linklaters LLP.

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
  • Corporate Social Responsibility Seminar, Sarah Dadush