On 5 "“ 6 November 2009, York University's Osgoode Hall Law School (the Nathanson Centre on Transnational Human Rights, Crime and Security; and the Hennick Centre for Business and Law) convened an expert meeting in support of the Corporate Law Tools Project of the Special Representative of the UN Secretary-General (SRSG) on Business and Human Rights, Harvard Professor John Ruggie, titled "Corporate Law and Human Rights: Opportunities and Challenges of Using Corporate Law to Encourage Corporations to Respect Human Rights". The consultation was also supported by the Office of the UN High Commissioner for Human Rights and further assistance was provided by Export Development Canada and PricewaterhouseCoopers.

The SRSG was appointed in 2005 by then UN Secretary-General Kofi Annan with a broad mandate to identify and clarify standards of corporate responsibility and accountability regarding human rights, including the role of states. In June 2008, after extensive global consultation with business, governments and civil society, the SRSG proposed a policy framework to the UN Human Rights Council (Council) for managing business and human rights challenges. The Council was unanimous in welcoming the framework.

The UN "Protect, Respect and Remedy" Framework rests on three differentiated yet complementary pillars: the state duty to protect against human rights abuses by third parties, including business, through appropriate policies, regulation, and adjudication; the corporate responsibility to respect human rights, which in essence means to act with due diligence to avoid infringing on the rights of others; and greater access for victims to effective remedy, judicial and non-judicial.

The Council also extended the SRSG's mandate by another three years to June 2011, tasking him with "operationalizing" the Framework-that is, to provide "practical recommendations" and "concrete guidance" to states, businesses and others on the Framework's implementation. There has already been considerable support of the Framework by all relevant stakeholders: unanimous backing in the Council; strong endorsements by international business associations and individual companies; and positive statements from civil society. You can read more about the UN Framework as well as its uptake at the SRSG's website: http://www.business-
humanrights.org/SpecialRepPortal/Home.

A core aspect of the Framework's first pillar, the state duty to protect, is that states should foster corporate cultures respectful of rights both at home and abroad, through all available avenues. Key tools for doing so include corporate and securities law and policy.

Corporate law directly shapes what companies do and how they do it. Yet its implications for human rights remain poorly understood. The two are often viewed as distinct legal and policy spheres, populated by different communities of practice.

Thus in early 2009 the SRSG announced his Corporate Law Tools (CLT) Project. It involved 19 leading corporate law firms from around the world helping him to identify whether and how corporate and securities law in over 40 jurisdictions currently fosters corporate cultures respectful of human rights. The firms followed a research template exploring subjects such as incorporation and listing; directors' duties; reporting; and stakeholder engagement. A press release, the research template and law firm reports as available are at: http://www.business-
humanrights.org/SpecialRepPortal/Home/Materialsbytopic/Corporatelaw/CorporateLawTools. An overarching trends paper is forthcoming.

The CLT Project forms just one part of the SRSG's work under the state duty to protect. It intentionally focuses on corporate and securities law in order to explore the challenges and opportunities for states in that area. The SRSG felt that a designated project was important given the relatively unexplored nature of the corporate and securities law arena vis-à-vis business and human rights.

As the law firm "mapping" draws to a close and through continued consultation with all relevant stakeholder groups, the SRSG will consider what, if any, recommendations to make to states with respect to corporate and securities law and policy.

The Osgoode Hall Consultation was designed as a first step in providing the SRSG with diverse viewpoints on what recommendations may be feasible. It created an expert platform for discussing the preliminary findings of the law firms' mapping, as well as brainstorming concrete and practical recommendations for legal and policy reform in this area.

To this end, participants were invited from stakeholder groups such as major corporations; corporate law firms; academia; civil society; government regulators; and the socially responsible investment community. An effort was also made to ensure geographic and gender representation.

The consultation had eight sessions over two days, focusing on the subject areas included in the law firm mapping: incorporation and listing; directors' duties; reporting; stakeholder engagement; board composition; and policy coherence between corporate regulators and human rights agencies. The consultation's last session enabled participants to break into focus groups to discuss those subject areas in more detail with a view to providing the SRSG with broad recommendations on what legal and policy tools might be further explored. As expected given the range of experts, a spectrum of ideas was presented, from on the one hand reluctance to change existing laws, to on the other hand, calls for greater guidance from regulators on existing laws and policies, and suggestions for outright legislative reform.

A summary report of the event, prepared by the Special Representative, is available at: http://www.reports-and-materials.org/Corporate-law-tools-Toronto-meeting-report-5-6-Nov-
2009.pdf. This report presents the SRSG's record of the consultation bearing in mind the Chatham House Rule of non-attribution under which each consultation session was held. Its contents therefore do not necessarily represent his views. Readers are encouraged to note the range of opinions expressed at the consultation which the SRSG has made every effort to include in this report for the sake of transparency.

For questions about the CLT Project or feedback on the summary report, please contact Vanessa Zimmerman, Legal Advisor to the SRSG, at vanessa_zimmerman@hks.harvard.edu.

UN Secretary-General's Special Representative on Business & Human Rights

UN Secretary-General's Special Representative on Business & Human Rights

In July 2005, UN Secretary-General Kofi Annan appointed Harvard professor John Ruggie as his Special Representative on Business and Human Rights. In 2008, Ruggie proposed a policy framework for better managing business and human rights challenges, based on three pillars: the state duty to protect against human rights abuses by third parties, including business; the corporate responsibility to respect human rights; and the need for greater access by victims to effective remedy, judicial and non-judicial. The Human Rights Council was unanimous in welcoming the framework, and extended Ruggie's mandate by three years with the task of operationalizing it. Ruggie's aim is to develop guiding principles for each of its three pillars; his mandate concludes in 2011.

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