Pacta sunt servanda.
Practice area · V
Exposed companies, human rights and exceptional situations
For the transnational business, international law is no longer an externality: it is a field of risk and an architecture of defence. Duty of vigilance, international humanitarian law, sanctions, criminal exposure of executives: these regimes overlap, at times contradict one another, and now put at stake the civil liability of the company, the criminal liability of its executives and the reputation of its governance. Compliance is no longer enough; a legal position must be built.
Claims under the duty of vigilance; operations in a conflict zone or occupied territory; criminal prosecution of the company or its executives; asset freezes and banking overcompliance; human rights or climate litigation; divestment from an operation that has become untenable: a company's exposure is rarely measured against a single regime. Characterising the whole, and its interactions, always precedes the response.
Vigilance and sustainability
2017 Act, CSDDD, Omnibus I, CSRD, vigilance plan, chain of activities / value chain
Conflict, occupation and IHL
Conflict zones, occupied territory, sanctions, criminal exposure of executives
Litigation and governance
UN mechanisms, OECD National Contact Points, climate litigation, divestment
For the exposed business, compliance documents an intention: what must be built, ahead of litigation, is a defensible legal position.
Identify your situation
Vigilance, conflict, sanctions: identify your situation
Six points of entry. The firm handles each in isolation, or several together under a single strategy.
A business faces proceedings under the duty of vigilance
Company served with a summons, a formal notice or proceedings under the Act of 27 March 2017, or exposed by the phased application of the CSDDD. Objective: to demonstrate the due diligence actually carried out and to defend the substantive adequacy of the vigilance plan.
An operation or investment takes place in a conflict zone or occupied territory
Business operating, investing or maintaining a presence in a State in armed conflict or in occupied territory. Objective: to structure enhanced due diligence incorporating international humanitarian law and criminal risk, and to secure the position of the company and its executives.
An executive or a company is exposed to international criminal liability
Executive or company under investigation or prosecution for complicity in international crimes, financing of armed groups or breach of sanctions. Objective: to characterise the elements of the allegation and to build the criminal defence, for the individual and the legal person alike.
A business is under sanctions or affected by an asset freeze
Company, counterparty or asset targeted by restrictive measures, or confronted with banking overcompliance that goes beyond regulatory requirements. Objective: to analyse the available licences and exemptions, to reconcile the overlapping regimes and, where appropriate, to challenge the measure.
A business faces human rights or climate litigation
Company facing litigation based on the duty of vigilance, a human rights complaint or a climate action. Objective: to organise the defence on the merits, to coordinate the litigation and institutional fronts and to control reputational exposure.
A business must withdraw from an operation that has become untenable
Company organising an exit or withdrawal from an exposed operation. Objective: to structure a responsible divestment that minimises residual legal exposure and contradictions with earlier positions.
Controlling the trajectory
The position is built through characterisation and anticipation, never in reaction.
Being called to account is not a verdict: it is a trajectory that can be brought back under control.
Strategic diagnosis
Warning signs and aggravating factors
Certain indicators show that the situation no longer calls for ordinary handling, but for a crisis architecture. These signals are not sufficient to characterise the case in law; they warrant a rapid, confidential and structured mapping.
Warning signs
- Activity maintained in a conflict zone, occupied territory or high-risk area.
- Local partner linked to an armed, political, sanctioned or para-State actor.
- NGO, media outlet, trade union or authority documenting an exposure.
- Bank or insurer requesting unusual compliance information.
- Internal investigation launched urgently following an alert.
- Executives, directors or subsidiaries personally exposed.
Aggravating factors
- Vigilance plan that is formal but undocumented in its implementation.
- No traceability of crisis decisions.
- Continuation or withdrawal of activity without IHL, sanctions and human rights analysis.
- Public communication before full legal characterisation.
- Confusion between internal compliance, crisis communication and litigation defence.
Mistakes to avoid
- Believing that a standard vigilance plan is sufficient in an exceptional situation.
- Underestimating the individual criminal liability of executives.
- Treating sanctions separately from the duty of vigilance.
- Exiting an operation abruptly without a responsible divestment strategy.
- Neglecting non-judicial procedures, in particular OECD and UN mechanisms.
Situation 1 · Vigilance and sustainability
Duty of vigilance and sustainability
2017 Act, CSDDD, Omnibus I and CSRD: characterising the applicable regime, its timetable and the defensible standard of due diligence.
Vigilance, an obligation of conduct, not of result
The duty of vigilance requires companies to identify, prevent and mitigate the risks of harm to human rights and the environment across the value chain, and to report on them. The Act of 27 March 2017, codified in Article L. 225-102-4 of the French Commercial Code, remains the binding obligation under positive law in France and engages the civil liability of the company in the event of a breach that causes harm. The defence turns on demonstrating the due diligence actually carried out, not on the mere formal existence of a plan.
The European timetable, now consolidated
Directive (EU) 2024/1760 (CSDDD) establishes a European due diligence regime. It has been amended by the Omnibus I package: the "Stop the clock" Directive (EU) 2025/794, followed by Omnibus I, Directive (EU) 2026/470, which entered into force on 18 March 2026, postpone transposition to 26 July 2028 and the application of national measures to 26 July 2029, and narrow the scope. The CSDDD reasons in terms of the chain of activities, a narrower notion than the value chain of the UN Guiding Principles and the OECD Guidelines, a scope further reduced by Omnibus I. It is the consolidated version that determines the timetable actually applicable to a given business.
Sustainability as a legal object
Directive (EU) 2022/2464 (CSRD), as amended by Omnibus I, subjects businesses to sustainability reporting and assurance obligations. The interplay between reporting and vigilance increases the legal weight of published information: a public statement contradicted by the facts can fuel litigation. Consistency between what the company declares and what it actually implements becomes a defence issue.
The vigilance plan, an evidentiary document
A plan that is formally compliant but substantively insufficient offers no protection. The vigilance plan, a mandatory document comprising a risk map, prevention measures, an alert mechanism and monitoring, is assessed on its substance and on the due diligence it documents. Its drafting, like its defence when challenged, requires a precise legal analysis of the scope of the obligations.
A vigilance plan that is formally compliant but substantively empty offers no protection: the defence turns on the due diligence actually carried out.
Situation 2 · Conflict, occupation and IHL
Businesses in conflict zones
International humanitarian law, occupation, pillage and enhanced due diligence: when the theatre of operations changes the standard.
International humanitarian law, directly relevant to business
International humanitarian law governs the conduct of hostilities and the protection of persons and property in situations of armed conflict. It bears directly on the activities, personnel and assets of a business operating in a conflict zone or in occupied territory. Geneva law protects persons; Hague law governs the conduct of hostilities and occupation. Executives and employees may incur individual liability; the liability of the legal entity depends principally on the applicable national laws.
Occupation and the exploitation of resources
Investing or operating in occupied territory raises cumulative questions of international humanitarian law, human rights and vigilance. Pillage is prohibited by international humanitarian law, notably Article 33 of the Fourth Geneva Convention and the Hague Regulations, and constitutes a war crime. The unlawful appropriation of property, in particular the exploitation of natural resources in breach of the law of occupation, may engage the liability of the company and of its executives.
Heightened due diligence
In conflict-affected and high-risk contexts, the standard of due diligence goes beyond the UN Guiding Principles: it encompasses the security context and the impact of the business upon that context, continuous stakeholder engagement and proactive mitigation measures. Report A/75/212 of the UN Working Group on Business and Human Rights (2020) sets out the requirements across the entire conflict cycle.
In a conflict zone, ordinary due diligence is not enough: international humanitarian law and criminal risk redefine the expected standard.
Situation 3 · Criminal liability
Executives and companies exposed
Rome Statute, complicity, superior responsibility, Article 121-2 of the French Criminal Code: the criminal liability of the company and of its executives.
The company, a subject of international criminal law through its executives
The Rome Statute of the International Criminal Court applies to natural persons: Article 25 addresses individual criminal responsibility, including aiding and abetting, and Article 28 superior responsibility. The Court has no jurisdiction over legal entities, but its standards inform national prosecutions brought against executives in their personal capacity.
Complicity and superior responsibility
Complicity, that is, aid or assistance which has a substantial effect on the commission of a crime and is provided with knowledge, may extend to business executives. Superior responsibility is assessed under the applicable regime: the Rome Statute distinguishes military commanders from civilian superiors. For the latter, liability requires in particular that the superior knew, or consciously disregarded information which clearly indicated, that subordinates were committing or about to commit crimes, and that the superior failed to take the necessary measures. These characterisations, refined by the case law of the international criminal tribunals, demand a rigorous analysis of the elements of attribution.
The criminal liability of the legal entity
French law, under Article 121-2 of the Criminal Code, allows a company to be convicted of offences committed on its behalf by its organs or representatives, including, under certain conditions, acts committed abroad where the criteria of jurisdiction, attribution and commission on the company's behalf are met.
A recent precedent, subject to appeal
In the case concerning the financing of armed groups, including the Islamic State organisation, in order to keep a cement plant in Syria operating, the Paris Criminal Court convicted the company and several executives on 13 April 2026 of terrorist financing and breach of sanctions, subject to appeal, following the judgments handed down by the Court of Cassation between 2021 and 2024. The case illustrates the convergence of criminal risk, international humanitarian law and sanctions.
The criminal liability of an executive cannot be inferred from mere presence in a theatre of crisis: it is characterised element by element, or it is challenged.
Situation 4 · Sanctions and high-risk areas
Sanctions, asset freezes and overcompliance
Overlapping regimes, extraterritoriality, banking overcompliance and conflict minerals: reconciling them without contradiction.
Overlapping and sometimes contradictory regimes
Restrictive measures, whether asset freezes, transaction bans or sectoral restrictions, are adopted by the United States Office of Foreign Assets Control (OFAC), the European Union, the UN Security Council and other authorities. Their overlap creates conflicting obligations for transnational operators: a transaction that is lawful under local law may expose the company and its executives under another regime, notably through the extraterritorial effect of certain secondary sanctions.
Overcompliance, a risk distinct from the sanction
Overcompliance, that is, the restriction of access to banking or commercial services on grounds of nationality or geography beyond what the regulations require, constitutes a legal risk distinct from the sanction itself. It can interrupt contracts and disrupt a business, and may, depending on the circumstances, be challenged. Analysis of the available licences and exemptions precedes any operational decision.
Conflict minerals
Trade in tin, tantalum, tungsten and gold can finance armed groups. Regulation (EU) 2017/821 imposes supply chain due diligence obligations on EU importers, in addition to the sanctions and vigilance regimes. An exposed company must reconcile these three bodies of rules without contradiction.
A transaction that is lawful under local law may expose the company under another regime: compliance can never be assessed jurisdiction by jurisdiction, in isolation.
Situation 5 · Mechanisms, litigation and governance
Mechanisms, litigation and governance
UN mechanisms, OECD National Contact Points, climate litigation, directors' duties and responsible divestment.
UN mechanisms, two distinct families
The special procedures, namely the Working Group on Business and Human Rights and the special rapporteurs, may address communications directly to companies. The treaty bodies, namely the Committee on Economic, Social and Cultural Rights and the Human Rights Committee, engage the responsibility of the State: the company is implicated in the facts but is not the respondent. The distinction dictates the response strategy.
The OECD National Contact Points
The OECD Guidelines, in their 2023 revised edition, establish a non-judicial mechanism: the National Contact Point examines specific instances alleging a breach by a company. The procedure, founded on dialogue and mediation, culminates in a public statement with reputational and documentary effect. Managing it demands a coordinated procedural and communications strategy.
The leading case law
Several decisions structure the field: Vedanta Resources v Lungowe (United Kingdom Supreme Court, 2019) on the parent company's duty of care; Milieudefensie v Shell (The Hague, 2021; appeal 2024) on climate due diligence; Nevsun Resources v Araya (Supreme Court of Canada, 2020) on the justiciability of customary international law; Urbaser v Argentina (ICSID, 2016) on the human rights obligations of the investor. Within that field, climate litigation contests the scope and conditions of compensable harm.
Governance and orderly exit
Directors' duty of care requires them to act prudently and on an informed basis, particularly for exposed decisions in an unstable geopolitical environment: a decision taken without documented legal analysis may engage their personal liability in several jurisdictions. Responsible divestment, a structured exit strategy, minimises residual legal exposure; a poorly prepared withdrawal can create new exposure.
Litigation and governance are not two separate stages: the decision of the board of directors prepares, or compromises, the defence to come.
Risk patterns
Recurring configurations of exposure
Identifiable situations, in which the initial characterisation and the order of the steps taken decide the outcome.
Claim under the duty of vigilance
A company is served with proceedings or a formal notice under the Act of 27 March 2017, or exposed by the phased entry into application of the CSDDD. The substantive adequacy of the vigilance plan and the diligence actually exercised determine the outcome.
Operations in a conflict zone or occupied territory
A company maintains a presence, an investment or a supply chain in a State in armed conflict or in occupied territory. International humanitarian law, human rights and heightened due diligence apply cumulatively, with criminal risk for its executives.
Criminal prosecution of the company or its executives
An investigation or prosecution targets the company under Article 121-2 of the French Criminal Code, or its executives, for complicity in international crimes, the financing of armed groups or breach of sanctions. The characterisation of the elements of attribution dictates the defence.
Asset freeze and banking overcompliance
A counterparty, an asset or the company itself is targeted by restrictive measures, or faces restricted banking access beyond what the regulations require. Analysis of the licences, exemptions and avenues of challenge determines whether the business can continue.
Human rights or climate litigation
Proceedings are brought on the basis of the duty of vigilance, a human rights violation or a contribution to climate change. The defence on the merits goes hand in hand with control of the reputational exposure and of the institutional fronts.
Divestment from an exposed operation
The company organises its exit or withdrawal from an operation that has become untenable. Responsible divestment, legally structured, avoids creating new exposure or contradicting positions previously taken.
What the firm puts into practice
The method
A sequence, from the mapping of the exposure to governance and orderly exit, conducted case by case.
01
Mapping the exposure
Before any decision, map the full extent of the exposure: the applicable vigilance regimes and their timetable, presence in a conflict zone or occupied territory, sanctions and asset freezes, criminal risk to executives, pending litigation and institutional proceedings, reputational exposure. This mapping determines the order in which to act.
02
Audit of the diligence and of the vigilance plan
Assess the substance of the diligence exercised and of the vigilance plan against the actual scope of the obligations: risk mapping, preventive measures, whistleblowing mechanism, monitoring. The aim is to measure the gap between formal compliance and defensible diligence, and to document the latter.
03
Criminal characterisation and reconciliation of the regimes
Analyse the elements of attribution capable of being raised against the company or its executives, namely complicity, superior responsibility, financing and breach of sanctions, and reconcile without contradiction the overlapping regimes of vigilance, international humanitarian law and sanctions.
04
Evidentiary construction and documentation
Document the diligence, the mitigation measures, the governance decisions and their legal basis. Documentation built in advance, away from the pressure of events, and founded on official and verifiable sources forms the bedrock of an effective defence when a claim arises.
05
Coordinated litigation and institutional strategy
Coordinate the defence on the merits, the handling of proceedings before the National Contact Points and the UN mechanisms, and, where relevant, the challenge to sanctions. Each front must reinforce the others; a lack of coordination breeds strategic contradictions.
06
Governance, board of directors and orderly exit
Advise the governing bodies on the documented analysis of exposed decisions and, where an exit is unavoidable, structure a responsible divestment that minimises residual exposure. This dimension complements the litigation strategy without supplanting it.
Expert work and strategy
Expert reports, opinions and overall strategy
Beyond the litigation engagement, an offering as expert architect of international law, human rights law and international humanitarian law.
An offering distinct from the litigation engagement
The firm may act without necessarily being lead counsel in litigation, in support of counsel already instructed, a business law firm, an in-house legal department, a board of directors or an institution.
Deliverables
Studies in international law, human rights law and international humanitarian law, audits and defence of vigilance plans, characterisations of the criminal risk to executives, analyses of sanctions regimes, submissions to the UN mechanisms and the National Contact Points, expert opinions for arbitral or judicial proceedings, and governance memoranda.
Recipients
This work may be intended for a company, an in-house legal department, a board of directors, an executive, a domestic or foreign law firm, a litigation team or an investor.
The firm's value lies not in promising an outcome: it lies in building the legal architecture of a position, upstream of the case and behind the scenes.
Effects obtained or sought
Anonymised results and effects sought
The firm does not publish named case studies. The confidentiality of engagements is a non-negotiable condition. The results below are presented by category of effects obtained or sought in matters involving businesses facing human rights, international humanitarian law, sanctions and criminal risk exposure.
Vigilance plan secured and defensible
Audit and strengthening of the substance of the vigilance plan and of the diligence exercised, aligned with the actual scope of the obligations and defensible in the event of a claim.
Heightened due diligence structured
Due diligence architecture integrating international humanitarian law and criminal risk for an operation in a conflict zone or occupied territory, in line with the requirements of Report A/75/212.
Criminal defence constructed
Characterisation of the elements of attribution and construction of the defence of the company, under Article 121-2 of the French Criminal Code, and of its executives, on the grounds of complicity, superior responsibility and sanctions.
Sanctions exposure contained
Analysis of the overlapping regimes and of the available licences and exemptions, and, where relevant, challenge to a restrictive measure or to banking overcompliance going beyond the regulations.
Human rights or climate litigation defended
Defence on the merits combined with the handling of the institutional fronts and control of the reputational exposure, in litigation founded on the duty of vigilance or on contribution to climate change.
Responsible divestment carried through
Legal structuring of an exit or withdrawal from an exposed operation, minimising residual exposure and contradictions with positions previously taken.
Expert reports and expert opinions
Confidential studies and opinions in international law, human rights law, international humanitarian law or business and human rights, produced for arbitral or judicial proceedings or for a governing body.
Governance and board of directors secured
Documented analysis of exposed decisions, governance memoranda and support to directors on decisions engaging their personal liability.
A selection of configurations handled
By category and without any identifying element. They illustrate the nature of the cases, not their outcome, and constitute neither a promise nor a guarantee of results.
The legal framework relied upon
Texts, case law and scholarship
The primary sources and leading scholarship on which the firm's practice rests.
01
Texts and standards
UN Guiding Principles on Business and Human Rights (2011); OECD Guidelines for Multinational Enterprises (2023 revised edition); Act of 27 March 2017 on the duty of vigilance, Article L. 225-102-4 of the French Commercial Code; Directive (EU) 2024/1760 (CSDDD), as amended by the Omnibus I package, the "Stop the clock" Directive (EU) 2025/794 and then Omnibus I, in force since 18 March 2026; Directive (EU) 2022/2464 (CSRD); international humanitarian law, Geneva law and Hague law; Rome Statute, Articles 25 and 28; Article 121-2 of the French Criminal Code; Regulation (EU) 2017/821 on conflict minerals.
02
Case law
Vedanta Resources v Lungowe, United Kingdom Supreme Court, 2019, on the parent company's duty of care; Milieudefensie v Shell, The Hague District Court, 2021, appeal 2024, on climate due diligence; Nevsun Resources v Araya, Supreme Court of Canada, 2020, on the justiciability of customary international law; Urbaser v Argentina, ICSID, 2016, on the human rights obligations of the investor; case concerning a cement plant in Syria, Paris Criminal Court, conviction of 13 April 2026, subject to appeal.
03
Mechanisms
National Contact Points established under the OECD Guidelines, specific instance procedure; UN Working Group on Business and Human Rights and special rapporteurs, direct communications to companies; treaty bodies, Committee on Economic, Social and Cultural Rights and Human Rights Committee, engaging the responsibility of the State.
04
Scholarship and sources
Report A/75/212 of the UN Working Group on Business and Human Rights (2020) on heightened due diligence in conflict-affected regions; Voluntary Principles on Security and Human Rights for the extractive industries; the business and human rights framework structured by the UN Guiding Principles and the OECD Guidelines.
UN Guiding Principles (OHCHR)OECD Guidelines and National Contact PointsInternational Committee of the Red Cross
Where the exposure is manifold, spanning vigilance, international humanitarian law, sanctions and criminal risk, the first decision can lock in the case. A purely operational response without an overall characterisation, an uncoordinated public statement or an improvised withdrawal can do lasting damage and create new exposure. The analysis phase determines the outcome.
Frequently asked questions
Vigilance, conflict, sanctions: the essentials
Preparing the first contact
Useful documents for an initial analysis
There is no need to send a complete file at the first contact. Certain elements make it possible to characterise the situation quickly.
- Concise description of the situation and of the operations concerned
- Vigilance plan and documentation of the due diligence carried out
- Mapping of the value chain and of sensitive partners
- Presence or operations in a conflict zone or occupied territory
- Applicable sanctions regimes and known licences or exemptions
- Pending proceedings, investigations or allegations
- Counsel already instructed in the jurisdictions concerned
- Governance decisions and their legal basis
- Public allegations, communications or media disputes
- Known critical deadlines
- Reputational or institutional exposure
- Institutional sources documenting the context
The purpose of the first exchange is to assess the urgency and the relevance of an intervention. It does not, in itself, constitute a full opinion on the prospects of success.
Modes of intervention
Six ways of engaging the firm
For the exposed company, for counsel already instructed, for a board of directors, for arbitral or judicial proceedings, as a preventive measure, or for the referring firm that outsources expertise.
01
Strategic counsel, lead counsel
Lead counsel responsible for the overall legal architecture of the exposure: mapping, characterisation of the overlapping regimes, construction of the evidential record, sequencing of actions and coordination of the litigation, criminal and institutional fronts. Suited to highly complex, multi-regime situations that demand a unified vision.
02
Co-counsel with an in-house legal department or law firm
Alongside an in-house legal department, a business law firm or criminal defence counsel already instructed, where the international law, human rights and international humanitarian law dimension must be integrated into an ongoing defence. Counsel already instructed retains conduct of its own workstream.
03
Confidential expert support
Defined assignments on behalf of a referring firm: memorandum on the duty of vigilance, analysis of the criminal risk facing executives, characterisation of an exposure under international humanitarian law, mapping of sanctions regimes, within a scope defined by contract.
04
Expert witness and professional opinion
Expert opinion on international law, human rights, international humanitarian law or business and human rights, for arbitral (ICSID, PCA, ICC) or judicial proceedings. Report meeting the standards of major international proceedings, with oral testimony available.
05
Targeted engagement on a strategic front
Responsibility for a specific front within a strategy already coordinated by other counsel: proceedings before a National Contact Point, referral to a UN mechanism, challenge to sanctions, opinion on international humanitarian law, with reporting to the coordinating counsel.
06
Monitoring, anticipation and prevention
Preventive arrangements for an exposed company: mapping of the exposure, audit of the vigilance plan and of governance, monitoring of signals, sanctions, allegations and regulatory developments, and a protective legal architecture put in place before escalation or any allegation.
Contact by profile
Find the right point of entry
Depending on your profile, an initial confidential orientation discussion, without mutual commitment.
In-house legal departments
Duty of vigilance, multi-regime exposure, interplay of sanctions, international humanitarian law and criminal risk.
Executives and corporate officers
Personal criminal risk, complicity, superior responsibility, exposure in an operation in a conflict zone.
Boards of directors
Directors' duty of care, exposed decisions, responsible divestment, crisis governance.
Family offices and funds
Exposure of an asset or shareholding, enhanced due diligence, sanctions and high-risk areas.
Law firms and correspondent counsel
International law aspects of a case, co-counsel and confidential expert support.
NGOs and institutions
Documentation of an exposure, referral to mechanisms, structured institutional dialogue.
Related practice areas
Continue within the firm's ecosystem
Corporate exposure is bound up with sanctions, investment arbitration, lawfare, immunities and human rights. Related Praxis resources and Corpus entries.
Compliance documents an intention; the legal position is built upstream: for the exposed company, analysis always precedes the allegation.
An exposure to assess, a position to build?
In-house legal department, executive, board of directors, family office, fund or correspondent firm: the useful window often precedes any allegation, and the initial assessment determines what follows. Initial confidential orientation discussion, without mutual commitment. In French, English and Spanish.