Former UN Special Representative on Business and Human Rights
John Ruggie, now a
senior advisor to our CSR practice, recently authored an article in Corporate
Secretary magazine in which he observed that there has
been a "convergence of expectations" with regard to
business responsibilities in the area of human rights.
[h]uman rights due diligence requires companies to develop
effective policies and procedures to assess the actual and
potential human rights impacts associated with their activities and
business relationships, and to act upon the findings.
Professor Ruggie observes that the Guiding Principles are
"not just another set of voluntary standards vying for
attention in an increasingly crowded space" but rather
represent "authoritative UN standards around which the
articulated expectations of many public and private institutions
have already converged." (emphasis added)
Specifically, as noted in the article, the United
States Council for International Business, the International
Organization of Employers, and the International Chamber of
Commerce have all voiced support for the Principles. The guidance
set forth in the Principles has also been incorporated into:
The revised Organization for Economic Cooperation and
Development ("OECD") Guidelines for Multinational
The revised International Finance Corporation ("IFC")
Sustainability Policy and the corresponding Performance Standards;
The ISO 26000 social responsibility standard adopted by
the International Organization for Standardization
The formal endorsement, and rapid incorporation, of the Guiding
Principles marks 2011 as a transformative year in the field of
business and human rights. Looking ahead to 2012 and beyond,
companies should expect that stakeholder expectations with regard
to corporate impacts on human rights will increasingly be informed
by this new framework.
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In the recent decision of Cigna Health & Life Ins. Co. v. Audax Health Solutions, Inc., et al., C.A. No. 9405-VCP (Del. Ch. Nov. 26, 2014), the Court of Chancery considered whether merger consideration under 8 Del. C. § 251 can include additional obligations imposed upon stockholders to the company being acquired.