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VERSIÓN EN ESPAÑOL AQUÍ
The report of the Working Group on the issue of human rights and transnational corporations and other business enterprises Corporate governance, business and human rights at the 81st session of the General Assembly, writes about directors’ duties and the responsibilities of senior executives in large companies. Its report reflects an elite consensus, at least within the business and human rights community and their supporters in the administrative apparatus of states, and among academics and large segments of the global civil society sector. For that reason alone, it is worthy of being taken seriously, and seriously examined for for it puts forward, what it veils, and what the consequences drawn from assumptions that remain critically unexamined, may produce.
The Report is a sophisticated document within its own semiotic system — the most advanced expression of the GP framework as applied to corporate governance. But its internal operating system is constrained by its foundational commitment to the state as semiotic first, legality as semiotic second, and the GP framework as semiotic third. It cannot observe the enterprise as a governance system in its own right; it cannot conceptualize compliance as organizational cognition; it cannot process the computational transformation of governance; and it cannot account for the disaggregation of the rights-bearing subject within the enterprise architectures it seeks to reform. Most critically, it does not declare what it is doing — using human rights as the sideways device through which the foundational principles of corporate governance — corporate purpose, the standard model, the corporation-state relationship, and corporate personality itself — are being transformed without the confrontation that an open declaration would provoke.
That said, I underscore that I neither "support" nor "challenge" any sort of manifestation of any variation of what human collectives will name "corporate governance", its foundational operating system, its obligations, responsibilities and the cognitive caged within which all of this will make sense to its makers. On the other hand I am uncomfortable with ancient temptations of veiling and of assuming away what may be highly contentious issue of first principles. That has been a temptation that some might find irresistible. It is then important to expose what temptation, or more troubling the belief in the certainty and "facticity", might hide behind a certainty (of the signification and identification of foregrounded principles from which a totalizing reality is constructed as if ordered by the Divine) that produces excellent political documents and the arguments supporting them, but little else--other than the evangelization of the communities of stakeholders whose acceptance of a faith in those constructions is a necessary element in its naturalization within human communities.
To those ends I have prepared a short critical essay, "The Sub Silentio Transformation of Corporate Governance: A Critical Analysis of the Report of the Working Group on the Issue of Human Rights and Transnational Corporations and Other Business Enterprises (A/81/180, 14 July 2026) in which I appy my own prior work and analytical frameworks, grounded in discourse analysis, semiotics and phenomenology, to the political-normative project of the UN Working Group as manifested in its 2026 Report (A/81/180). Here is a summary of what I am attemptingç
The United Nations Working Group on Business and Human Rights released its Report on Corporate Governance, Business and Human Rights (A/81/180) in July 2026. The Report examines how the UN Guiding Principles on Business and Human Rights (the Guiding Principles, or GPs) should be applied to the governance of corporations—that is, to the duties of boards of directors and senior executives. This is, on its face, a straightforward undertaking: it maps corporate governance practices across jurisdictions, identifies gaps between existing practice and the expectations of the Guiding Principles, and offers recommendations to states and companies. Its twelve recommendations to states and thirteen to companies address matters ranging from the clarification of directors' duties to the integration of human rights into executive remuneration. It is, in these respects, a careful and well-documented contribution to the business and human rights field.
This essay argues, however, that the Report is doing something more ambitious than its measured tone suggests. Beneath its descriptive surface, the Report is engaged in a project of transforming the foundational categories of corporate governance through the deployment of human rights norms. This transformation proceeds quietly—sub silentio—without openly acknowledging the magnitude of the changes it contemplates. The essay does not suggest that this transformation is necessarily wrong, but it does suggest that it raises important questions about transparency, legitimacy, and democratic accountability that policymakers should consider carefully.
What the Report Proposes: The Report surveys corporate governance systems across many jurisdictions, from those organized around shareholder primacy (where directors' duties run to shareholders) through intermediate models such as the United Kingdom's "enlightened shareholder value" (where directors must have regard to stakeholder interests in the course of promoting shareholder benefit), to hybrid stakeholder models (India, Brazil, Ghana) where directors owe obligations to a broader range of interests, and finally to mandatory human rights due diligence regimes (France, Germany, the European Union). The Report finds that existing governance arrangements are inadequate: too few companies have meaningful human rights policies embedded across their operations; human rights due diligence is fragmented across corporate functions; only seven percent of companies surveyed provide a clear chain of responsibility for human rights reaching the board; and most boards lack human rights expertise.
On the basis of these findings, the Report recommends that states clarify that directors' duties include human rights considerations; enact mandatory human rights due diligence legislation; introduce personal sanctions for directors who fail to oversee human rights performance; and enable non-shareholders to bring claims against directors. It recommends that companies integrate human rights into board oversight, establish dedicated reporting lines, link executive remuneration to human rights performance, and embed grievance mechanisms throughout their operations.
The Deeper Transformation at Stake: The essay identifies four respects in which the Report's recommendations, taken together, would transform the existing architecture of corporate governance rather than merely supplement it.
First, corporate purpose. The Report's recommendation that corporate purpose 'not operate solely on shareholder primacy' is, in practice, a recommendation that states legislate away the dominant understanding of corporate purpose in many major jurisdictions. The Report treats shareholder primacy not as one legitimate governance model among several but as a deficient baseline to be corrected. This is a policy choice of considerable magnitude, and policymakers should understand it as such.
Second, board governance. The Report prescribes a detailed architecture for how boards should govern human rights: dedicated committees, specific reporting lines, required expertise, and personal sanctions for failure. The gap between the minimal oversight obligation recognized in existing law (exemplified by the Caremark standard in the United States, which requires only that boards not entirely fail to establish reporting systems) and the comprehensive architecture the Report envisions is substantial. Policymakers should appreciate that this moves beyond enhancing existing governance standards toward prescribing a particular model of governance organization.
Third, the corporation-state relationship. By recommending that states mandate corporate human rights due diligence and that corporations embed international human rights norms in their governance, the Report envisions using the corporation as an instrument for giving domestic effect to international human rights standards—including in jurisdictions whose legislatures have not adopted those standards. The corporation becomes a conduit through which international norms flow into domestic legal orders. This is a significant development in the relationship between corporations, states, and international law that deserves explicit policy deliberation.
Fourth, corporate personality. The Report implicitly resolves longstanding theoretical debates about the nature of corporate legal personality in favor of what might be called a 'human rights personality'—one in which the corporation's purpose, duties, governance arrangements, and accountability are all defined by reference to human rights obligations. Policymakers should recognize that this resolution has consequences for how corporations are understood, regulated, and held accountable across legal systems.
The Report's Method and Its Implications
The essay also examines the interpretive method through which the Report builds its case. The Report proceeds by classifying governance arrangements along a spectrum from shareholder primacy to stakeholder models, identifying the gap between each arrangement and the expectations of the Guiding Principles, and recommending that states close the gap. This method—classify, measure the gap, recommend closure—is powerful but not neutral. It presupposes that the Guiding Principles provide the correct measure of adequacy, and it treats departures from that standard as deficiencies to be corrected rather than as legitimate alternative governance choices. The Report also translates human rights concerns into the language of financial materiality, which makes them legible within existing governance frameworks but also subordinates them to financial logic—a tension the Report does not fully acknowledge.
What Policymakers Should Consider: None of this analysis implies that the Working Group's objectives are wrong. There are powerful reasons to believe that corporations should take greater account of their human rights impacts, that directors should be more attentive to the consequences of their decisions for workers and communities, and that governance arrangements should evolve to reflect these expectations. The scholarly literature broadly supports the proposition that the existing corporate governance architecture inadequately addresses human rights concerns.
However, this essay suggests that policymakers should approach the Report's recommendations with a clear understanding of what they entail. The Report presents its recommendations as logical extensions of existing governance principles—as the natural application of the Guiding Principles to corporate law. But the cumulative effect of these recommendations would be to transform, rather than extend, the foundational categories of corporate governance: corporate purpose, board autonomy, the corporation-state relationship, and corporate personality itself. Such a transformation may well be warranted, but it should proceed through transparent deliberation rather than through the incremental extension of a framework whose transformative implications are not made explicit.
Policymakers should also consider the coherence of the governance architecture the Report envisions. By layering human rights obligations onto existing corporate governance structures without reconstituting those structures, the Report risks producing governance arrangements that are internally contradictory—requiring boards to maximize shareholder value while simultaneously prioritizing human rights, without providing a clear framework for resolving conflicts between these objectives. A more transparent approach would acknowledge these tensions and propose a coherent framework for their resolution.
The Sub Silentio Transformation of Corporate Governance:
A Critical Analysis of the Report of the Working Group on the Issue of
Human Rights and Transnational Corporations and Other Business Enterprises
(A/81/180, 14 July 2026)
Larry Catá Backer (白 轲)
W. Richard and Mary Eshelman Faculty Scholar
Professor of Law and International Affairs
Pennsylvania State University
Discussion Draft — September 2026
Abstract
This essay offers a critical analysis of the Report of the Working Group on the Issue of Human Rights and Transnational Corporations and Other Business Enterprises (A/81/180, 14 July 2026), which considers the application of the UN Guiding Principles on Business and Human Rights to corporate governance. The analysis proceeds from the premise that the Report does not misunderstand existing corporate governance arrangements but rather understands them quite well and seeks to transform them sub silentio—that is, through the sideways deployment of human rights norms as instruments for reconstituting the foundational categories of corporate law. Four dimensions of this transformation are examined: the reconstitution of corporate purpose away from shareholder primacy; the displacement of the standard model of board-centered governance with a prescribed human rights oversight architecture; the instrumentalization of the corporation as a vehicle for operationalizing international human rights norms within domestic legal orders; and the implicit resolution of the polycentricity of corporate legal personality in favor of a “human rights personality.” The essay further undertakes a semiotic and phenomenological disaggregation of the Report’s underlying interpretive architecture, drawing on Peircean triadic semiotics and the concept of gouvernementalité, to expose the operational logics and epistemic commitments through which the Report translates human rights obligations into governance imperatives. The analysis is situated within the broader scholarly landscape of business and human rights, engaging both supportive and critical perspectives. The essay concludes that while the Report’s objectives may well be normatively defensible, the manner in which they are pursued—through categorical displacement rather than transparent reconstitution—raises fundamental questions about legitimacy, democratic accountability, and the coherence of the governance architectures thereby produced.
Extended Executive Summary for Policymakers
The United Nations Working Group on Business and Human Rights released its Report on Corporate Governance, Business and Human Rights (A/81/180) in July 2026. The Report examines how the UN Guiding Principles on Business and Human Rights (the Guiding Principles, or GPs) should be applied to the governance of corporations—that is, to the duties of boards of directors and senior executives. This is, on its face, a straightforward undertaking: it maps corporate governance practices across jurisdictions, identifies gaps between existing practice and the expectations of the Guiding Principles, and offers recommendations to states and companies. Its twelve recommendations to states and thirteen to companies address matters ranging from the clarification of directors' duties to the integration of human rights into executive remuneration. It is, in these respects, a careful and well-documented contribution to the business and human rights field.
This essay argues, however, that the Report is doing something more ambitious than its measured tone suggests. Beneath its descriptive surface, the Report is engaged in a project of transforming the foundational categories of corporate governance through the deployment of human rights norms. This transformation proceeds quietly—sub silentio—without openly acknowledging the magnitude of the changes it contemplates. The essay does not suggest that this transformation is necessarily wrong, but it does suggest that it raises important questions about transparency, legitimacy, and democratic accountability that policymakers should consider carefully.
What the Report Proposes
The Report surveys corporate governance systems across many jurisdictions, from those organized around shareholder primacy (where directors' duties run to shareholders) through intermediate models such as the United Kingdom's "enlightened shareholder value" (where directors must have regard to stakeholder interests in the course of promoting shareholder benefit), to hybrid stakeholder models (India, Brazil, Ghana) where directors owe obligations to a broader range of interests, and finally to mandatory human rights due diligence regimes (France, Germany, the European Union). The Report finds that existing governance arrangements are inadequate: too few companies have meaningful human rights policies embedded across their operations; human rights due diligence is fragmented across corporate functions; only seven percent of companies surveyed provide a clear chain of responsibility for human rights reaching the board; and most boards lack human rights expertise.
On the basis of these findings, the Report recommends that states clarify that directors' duties include human rights considerations; enact mandatory human rights due diligence legislation; introduce personal sanctions for directors who fail to oversee human rights performance; and enable non-shareholders to bring claims against directors. It recommends that companies integrate human rights into board oversight, establish dedicated reporting lines, link executive remuneration to human rights performance, and embed grievance mechanisms throughout their operations.
The Deeper Transformation at Stake
The essay identifies four respects in which the Report's recommendations, taken together, would transform the existing architecture of corporate governance rather than merely supplement it.
First, corporate purpose. The Report's recommendation that corporate purpose 'not operate solely on shareholder primacy' is, in practice, a recommendation that states legislate away the dominant understanding of corporate purpose in many major jurisdictions. The Report treats shareholder primacy not as one legitimate governance model among several but as a deficient baseline to be corrected. This is a policy choice of considerable magnitude, and policymakers should understand it as such.
Second, board governance. The Report prescribes a detailed architecture for how boards should govern human rights: dedicated committees, specific reporting lines, required expertise, and personal sanctions for failure. The gap between the minimal oversight obligation recognized in existing law (exemplified by the Caremark standard in the United States, which requires only that boards not entirely fail to establish reporting systems) and the comprehensive architecture the Report envisions is substantial. Policymakers should appreciate that this moves beyond enhancing existing governance standards toward prescribing a particular model of governance organization.
Third, the corporation-state relationship. By recommending that states mandate corporate human rights due diligence and that corporations embed international human rights norms in their governance, the Report envisions using the corporation as an instrument for giving domestic effect to international human rights standards—including in jurisdictions whose legislatures have not adopted those standards. The corporation becomes a conduit through which international norms flow into domestic legal orders. This is a significant development in the relationship between corporations, states, and international law that deserves explicit policy deliberation.
Fourth, corporate personality. The Report implicitly resolves longstanding theoretical debates about the nature of corporate legal personality in favor of what might be called a 'human rights personality'—one in which the corporation's purpose, duties, governance arrangements, and accountability are all defined by reference to human rights obligations. Policymakers should recognize that this resolution has consequences for how corporations are understood, regulated, and held accountable across legal systems.
The Report's Method and Its Implications
The essay also examines the interpretive method through which the Report builds its case. The Report proceeds by classifying governance arrangements along a spectrum from shareholder primacy to stakeholder models, identifying the gap between each arrangement and the expectations of the Guiding Principles, and recommending that states close the gap. This method—classify, measure the gap, recommend closure—is powerful but not neutral. It presupposes that the Guiding Principles provide the correct measure of adequacy, and it treats departures from that standard as deficiencies to be corrected rather than as legitimate alternative governance choices. The Report also translates human rights concerns into the language of financial materiality, which makes them legible within existing governance frameworks but also subordinates them to financial logic—a tension the Report does not fully acknowledge.
What Policymakers Should Consider
None of this analysis implies that the Working Group's objectives are wrong. There are powerful reasons to believe that corporations should take greater account of their human rights impacts, that directors should be more attentive to the consequences of their decisions for workers and communities, and that governance arrangements should evolve to reflect these expectations. The scholarly literature broadly supports the proposition that the existing corporate governance architecture inadequately addresses human rights concerns.
However, this essay suggests that policymakers should approach the Report's recommendations with a clear understanding of what they entail. The Report presents its recommendations as logical extensions of existing governance principles—as the natural application of the Guiding Principles to corporate law. But the cumulative effect of these recommendations would be to transform, rather than extend, the foundational categories of corporate governance: corporate purpose, board autonomy, the corporation-state relationship, and corporate personality itself. Such a transformation may well be warranted, but it should proceed through transparent deliberation rather than through the incremental extension of a framework whose transformative implications are not made explicit.
Policymakers should also consider the coherence of the governance architecture the Report envisions. By layering human rights obligations onto existing corporate governance structures without reconstituting those structures, the Report risks producing governance arrangements that are internally contradictory—requiring boards to maximize shareholder value while simultaneously prioritizing human rights, without providing a clear framework for resolving conflicts between these objectives. A more transparent approach would acknowledge these tensions and propose a coherent framework for their resolution.
Table of Contents
IV. The Corporate Responsibility to Respect Human Rights: Policies, Due Diligence, and Expertise 1
C. The Instrumentalization of the Corporation in the Corporation-State Relationship.............. 1
PART THREE: The Report's Semiotic Architecture and Phenomenological Commitments......... 1
I. The Supportive Scholarship: Human Rights as a Necessary Corrective to Corporate Governance 1
PART ONE: A Comprehensive Summary of the Report
I. Context, Objectives, and Scope
The Report of the Working Group on the Issue of Human Rights and Transnational Corporations and Other Business Enterprises (A/81/180, 14 July 2026) takes as its starting point the recognition, embedded in the Guiding Principles on Business and Human Rights themselves, that corporate governance constitutes a critical but underexamined terrain for the operationalization of the corporate responsibility to respect human rights. The Report recalls the acknowledgment in the Guiding Principles that "there is a lack of clarity in corporate and securities law regarding what companies and their officers are permitted, let alone required, to do regarding human rights" and that the corporate responsibility to respect human rights "should be embedded from the top of the business enterprise through all its functions, which otherwise may act without awareness or regard for human rights." It is from this premise—that embedding requires governance, and governance requires institutional architecture—that the Report builds its analysis.
The Report confines its scope principally to the duties of directors and the responsibilities of senior executives in large private companies and state-owned enterprises, recognizing that decisions made at the level of boards and executive leadership "have impacts worldwide." It does so by mapping existing corporate governance standards, policies, and practices from a human rights perspective, surveying regulatory frameworks across jurisdictions, and drawing upon more than eighty submissions from governments, businesses, civil society organizations, and academics, alongside confidential legal research and stakeholder consultations. The Report positions itself as responsive to the 2011 Corporate Law Project, which found that "in most of the jurisdictions studied, companies and their directors and officers lack effective guidance on how best to ensure or oversee corporate respect for human rights."
II. State Duties and the Regulation of Corporate Governance
The Report's treatment of the state's duty to protect against human rights abuses begins with the proposition that the existence of corporate regulation alone does not satisfy Guiding Principle 3. The Working Group argues that states are obligated to ensure that governance systems are "structured in a manner that is consistent with the protection of human rights, including through the design of directors' duties, oversight mechanisms and accountability frameworks." This framing is significant in itself: it positions the structural design of corporate governance—not merely its substantive regulation—as an object of human rights law.
The jurisdictional mapping that follows constitutes, in effect, a taxonomy of corporate governance systems organized along a spectrum defined by the degree to which they incorporate human rights considerations into directorial obligations. At one end of this spectrum stand jurisdictions grounded in shareholder primacy, in which directors' duties run to the company for the ultimate benefit of its shareholders and in which "human rights considerations tend to enter corporate governance frameworks only where they overlap with financial materiality." The Working Group observes that many states continue to address business-related human rights risks through sector-specific regulation—labor, environmental, anti-discrimination—"rather than through corporate governance law."
The Report then identifies an intermediate category of jurisdictions that have adopted what it describes as modified approaches partially expanding the scope of corporate purpose. The United Kingdom's Companies Act 2006, with its "enlightened shareholder value" model requiring directors to promote the success of the company for the benefit of shareholders while having regard to employees, business relationships, community and environmental impacts, is treated as the paradigmatic instance. The Working Group notes, however, that this model "retains a shareholder primacy structure, where other stakeholder interests are considerations that directors must weigh in the course of promoting shareholder value, not independent objects of the duty itself," and that the provision's discretionary character "may limit its enforceability." New Zealand's Companies (Directors' Duties) Amendment Act 2023, permitting directors to consider matters other than profit maximization, and Ghana's Companies Act 2019, requiring directors to consider the impact of operations on the community and environment, are identified as further instances of this intermediate category.
A third category comprises jurisdictions adopting more explicitly hybrid stakeholder-oriented models. India's Companies Act 2013 requires directors to have regard to employees, the community, and the environment alongside shareholders, "rather than as factors to be weighed en route to a shareholder outcome," though the Working Group notes that the absence of hierarchy among competing interests creates "broad discretion, thereby limiting clarity and accountability." Brazil's Corporations Law mandates consideration of the public interest and the company's social function, a provision given practical effect in the enforcement proceedings arising from the Brumadinho dam disaster, in which the securities regulator held that each director's duty of diligence required proactive engagement with risk-sensitive information.
At the far end of the spectrum stand jurisdictions with mandatory human rights due diligence legislation. France's Loi de Vigilance, Germany's Supply Chain Due Diligence Act, and the European Union's Corporate Sustainability Due Diligence Directive represent increasing formal integration of human rights into corporate governance, though the Working Group expresses concern that the exclusion of explicit directors' duties provisions from the EU Directive "moves away from implementation of the Guiding Principles."
III. Corporate Governance Structures and Reporting
The Report addresses the internal organizational architecture through which human rights responsibilities are—or are not—operationalized within companies. It observes that jurisdictions with mandatory human rights due diligence frameworks tend to require governance structures with "more explicit human rights mandates," while in other jurisdictions human rights issues are subsumed within broader environmental, social, and governance frameworks "without dedicated oversight or accountability mechanisms." It notes, drawing on the OECD Corporate Governance Factbook, that more than two-thirds of surveyed jurisdictions now require or recommend that boards approve sustainability policies, though implementation varies across legislation, listing rules, and corporate governance codes.
On the role of stock exchanges, the Report acknowledges that exchanges "operate within State-regulated financial systems and contribute to shaping corporate governance expectations" through environmental, social, and governance reporting requirements. However, it observes that exchange-based frameworks "operate primarily through disclosure—which is often grounded in financial materiality alone—rather than substantive obligations," and that "exchanges rarely delist companies for governance deficiencies unless there are accompanying financial irregularities or regulatory violations." This candid assessment of the limits of market-based governance is significant for the Report's broader argument.
The Report's treatment of state-owned enterprises is comparatively brief, noting that their senior management "reports to State agencies" with greater scope for scrutiny, but observing that only sixty-three percent of state-owned enterprises disclosed sustainability-related information as of 2025.
IV. The Corporate Responsibility to Respect Human Rights: Policies, Due Diligence, and Expertise
The Report's analysis of the corporate responsibility pillar is organized around several interconnected governance themes. On policies, the Report emphasizes that Guiding Principle 16 requires businesses to express their commitment through a statement of policy "approved at the most senior level of the business" and to embed operational policies and procedures "from the top of the business enterprise through all its functions." The evidence gathered by the Working Group indicates, however, that "too few companies have these policies and that they are not embedded across their entire business."
On human rights due diligence, the Report reiterates that such processes may be "included within broader enterprise risk management systems, provided that it goes beyond simply identifying and managing material risks to the company itself, to include risks to rights holders," and that for large companies facing the challenge of conducting due diligence across their entire value chains, the identification and prioritization of the most significant risks "should be subject to board oversight." The Report gives particular attention to the governance dimensions of due diligence in conflict-affected areas, where companies are expected to exercise "heightened human rights due diligence" with "close and regular" board oversight, invoking the Lafarge prosecution as illustration of the consequences when such oversight is absent.
On expertise, the Report identifies what it regards as a critical deficiency: "very few persons with responsibility for human rights matters have direct reporting lines to the board or executive team," and "only 7 per cent of companies provide a clear and comprehensive narrative outlining the chain of responsibility for human rights" to senior levels. Human rights risk management is found to be "frequently fragmented across different functions," creating coordination challenges and a tendency toward a "narrower focus on particular human rights issues" driven by legislation or individual directors' interests rather than by systematic assessment of the company's most serious human rights impacts.
V. Directors' Duties, Materiality, and Remuneration
The Report's treatment of directors' duties engages directly with shareholder primacy as an institutional reality that has led "many companies to value activities and impacts reflected in financial statements while discounting or externalizing those that are not, so that human rights impacts remain invisible within corporate reporting frameworks." It invokes the Caremark and Marchand line of cases in the United States, in which courts have permitted claims that directors were personally liable for failures of oversight on matters "critical to the company's activities or mission." The Report deploys these cases as evidence of an "increasing basis for interpreting directors' duties as encompassing close oversight of human rights risks."
On materiality, the Report recalls the finding of the Corporate Law Project that "financial reporting requirements should clarify that human rights impacts in some instances may be 'material' or 'significant' to the economic performance of the business enterprise," and it contends that human rights impacts "need to be considered as potential material risks" irrespective of the financial costs of non-compliance. It invokes the Supreme Court of Canada's indication that external developments, including human rights-related developments, may constitute material facts requiring disclosure under securities law, and the Boohoo case in the United Kingdom, in which human rights issues that were ignored because "commercial concerns such as growth and profit were prioritised" proved to be material risks.
The treatment of remuneration is noteworthy for its directness. The Report observes that equity-based compensation, particularly share options, "can foster a preference for short-term profitability and incentivize corporate behaviour that increases the risk of adverse human rights impacts," and it calls on boards to re-evaluate whether existing incentive structures encourage practices that "undermine labour rights and community engagement." It cites Germany's Stock Corporation Act, which requires that listed company board remuneration be oriented toward "the promotion of sustainable corporate development," and the example of Puma, which incorporates human rights targets into leadership remuneration.
VI. Access to Remedies and the Enforcement Architecture
The Report's analysis of access to remedies identifies structural limitations in existing enforcement frameworks. Enforcement of directors' duties across jurisdictions is found to vary significantly, to be "often reactive rather than preventive," and to be "usually mitigated by indemnification and insurance." Remedies for corporate governance breaches are typically awarded to the company rather than to victims, and claims against directors are difficult for non-shareholders to bring, as derivative actions are ordinarily restricted to shareholders. The Report proposes "enabling a non-shareholder, such as civil society organizations or a regulatory body, to bring an action or a claim against directors" as a means of improving access to remedies—a recommendation that, as the analysis in Part Two will argue, carries transformative implications for the structure of corporate governance itself.
VII. Recommendations
The Report concludes with twelve recommendations to states and thirteen to companies. The state-directed recommendations include clarifying that directors' duties encompass human rights considerations; ensuring that corporate purpose frameworks "do not operate solely on shareholder primacy where this prevents adequate consideration of human rights impacts"; enacting mandatory human rights due diligence legislation requiring board-level oversight; introducing "sanctions against a company, and against its directors and its executives personally, where there is a lack of effective oversight"; and enabling non-shareholder claims against directors. The recommendations to companies include integrating human rights into core corporate governance with direct board oversight, establishing dedicated human rights expertise on boards, linking remuneration to human rights performance, and ensuring effective grievance mechanisms. Taken together, these recommendations constitute what this essay will argue is a comprehensive programme for the reconstitution of corporate governance around human rights imperatives.
PART TWO: Critical Analysis — The Sub Silentio Transformation of Corporate Governance Through Human Rights
The central thesis of this essay is that the Working Group does not misunderstand existing corporate governance arrangements. It understands them—understands them, one may say, with a precision that its measured diplomatic prose is designed to understate—and means to transform them. The transformation proceeds sub silentio, through the sideways deployment of human rights norms as instruments for reconstituting the foundational categories of corporate law. What appears on the surface as a series of incremental recommendations for better integrating human rights into existing governance frameworks is, when examined through the lens of the theoretical architecture that underlies corporate governance, a programme for replacing that architecture's organizing premises. This is not, it should be emphasized, a criticism of the Working Group's normative objectives. It is an analysis of the method by which those objectives are pursued and the governance consequences that follow from pursuing them in this manner. The argument unfolds across four dimensions of transformation: corporate purpose, the standard model of board governance, the corporation-state relationship, and the nature of corporate legal personality.
A. The Reconstitution of Corporate Purpose
The Report's jurisdictional mapping is not a neutral taxonomy. It is an evaluative exercise in which governance systems are arranged along a normative spectrum whose terminus is defined by the Guiding Principles themselves. Shareholder primacy is positioned at the deficient end of this spectrum—not merely as one governance model among several, each with its own internal logic and legitimating premises, but as a baseline condition to be corrected. The Report observes that in shareholder primacy jurisdictions, "human rights considerations tend to enter corporate governance frameworks only where they overlap with financial materiality, limiting alignment with the Guiding Principles," and it recommends that states ensure that corporate purpose frameworks "do not operate solely on shareholder primacy where this prevents adequate consideration of human rights impacts." The evaluative trajectory is unmistakable: shareholder primacy is treated as an obstacle to the realization of human rights, and its displacement is presented as a requirement of the Guiding Principles.
It is worth pausing to consider what is being displaced. The shareholder primacy model, whatever its normative merits or deficiencies, rests on a specific theoretical foundation. Jensen and Meckling's foundational formulation identified the corporation not as an entity with independent moral standing but as a nexus of contractual relationships: "[t]he private corporation or firm is simply one form of legal fiction which serves as a nexus for contracting relationships and which is also characterized by the existence of divisible residual claims on the assets and cash flows of the organization" (Jensen and Meckling 1976, 311). The proposition that the firm has "social responsibilities" was, in their account, "seriously misleading" precisely because "the firm is not an individual." It is this theoretical proposition—the identification of the corporation as a nexus of contracts rather than as a bearer of social obligations—that the Report's recommendation implicitly rejects, though without naming the theory it displaces or acknowledging the magnitude of the displacement.
The Three Theories framework developed elsewhere (Backer 2026a) provides a lens through which the implications of this displacement become visible. Under concession theory, the state's authority to redefine corporate purpose derives from the state's constitutive role in creating the corporate form—an exercise of the reserved power recognized in Dartmouth College v. Woodward (1819), whereby the sovereign retains the capacity to modify the terms under which corporate privileges are granted. Under this theory, the Report's recommendation is not inherently problematic; it is the state exercising a power it has always possessed. Under nexus-of-contract theory, however, the recommendation asks the state to override the freedom of contract that constitutes the corporation's very existence. The parties to the corporate nexus have organized their relationships around value maximization; to mandate that those relationships serve human rights objectives is to impose externally derived obligations on what was understood as a private ordering. Under autonomous-entity theory, the recommendation reintroduces state control over an entity that was understood to have developed an existence and purposes independent of its creator. Each theory reveals a different dimension of what the Report proposes, and the Report's failure to acknowledge any of these theoretical frames leaves its recommendation suspended in a theoretical vacuum.
This pattern of categorical displacement without acknowledgment is not new in the business and human rights field. The analysis of the UN Norms on the Responsibilities of Transnational Corporations (Backer 2006) identified precisely the same move: "Under the Norms, shareholder interests are leveled with those of other stakeholders," and the consequence was not merely a modification of existing governance but a reconstitution of the premises on which governance was organized. The Report's recommendation differs from the Norms in form—it proceeds through recommendations to states rather than through direct imposition—but the structural logic is identical: human rights norms are deployed to reconstitute the corporation's purpose without openly acknowledging that reconstitution is what is occurring. As observed in the analysis of multinational corporate social responsibility (Backer 2017), "corporate action that materially decentralizes the core value maximizing objectives may be beyond the power of corporate managers" under existing legal frameworks—a proposition that the Report's recommendations would resolve by changing the frameworks themselves while presenting the change as a mere clarification.
B. The Displacement of the Standard Model of Board Governance
The standard model of corporate governance, as it has developed across common law and civil law jurisdictions, rests on the principle of board autonomy, institutionalized through the business judgment rule and its functional equivalents. The premise of this model is that boards of directors, acting in good faith and on an informed basis, are entitled to make business decisions without judicial or regulatory second-guessing. The Caremark standard, as articulated in the United States, represents the minimal expression of this model: directors satisfy their oversight obligations so long as they do not entirely fail to establish reporting and monitoring systems and do not consciously disregard known risks. This is a standard of catastrophic failure, not of optimal governance; it asks whether directors have utterly abdicated their oversight function, not whether they have exercised that function in any particular manner.
The Report deploys the Caremark line of cases as evidence of an "increasing basis for interpreting directors' duties as encompassing close oversight of human rights risks." But the gap between the Caremark minimum and the governance architecture the Report recommends is vast—and it is in that gap that the transformation of the standard model occurs. The Report does not merely ask that boards not abdicate oversight of human rights; it prescribes what boards must oversee (human rights impacts across the value chain), how they must oversee it (through dedicated committees, specific reporting lines, escalation pathways, and operational-level grievance mechanisms), who must perform the oversight (directors with human rights expertise), and what the consequences of inadequate oversight should be (personal sanctions). This is not an extension of the Caremark principle; it is the replacement of the standard model's premise of board autonomy with a prescribed governance architecture in which the content of board oversight is determined not by the board's own judgment but by externally imposed human rights obligations.
The implications for the business judgment rule are significant, even if the Report does not address them directly. The business judgment rule presupposes that boards have discretion over how to organize their governance functions, what risks to prioritize, and what reporting systems to establish. The Report's recommended architecture removes that discretion with respect to human rights: boards must have human rights expertise, must establish human rights reporting lines, must link remuneration to human rights performance, and must exercise "close oversight" of human rights risks. If these become legal obligations—as the Report recommends they should—then the business judgment rule no longer protects board decisions about how to organize their human rights governance. The board's governance architecture is, in this domain, prescribed rather than discretionary. The analysis of regulatory efforts directed at multinational enterprises (Backer 2021) identified this pattern: such efforts "invest the apex entity with the power to implement legal obligations through their own privatized governance," but the power so invested is simultaneously constrained by the obligations it is meant to implement. The result is a form of governance that is formally private but substantively prescribed—a "privatized governance" whose content is determined by public law norms.
C. The Instrumentalization of the Corporation in the Corporation-State Relationship
The Report's treatment of the relationship between the corporation and the state reveals a third dimension of transformation that operates, in important respects, on both of the preceding dimensions simultaneously. The Three Theories analysis (Backer 2026a) identified the fundamental tension in the Guiding Principles' second pillar: it "asks the very creature of law to act in tension with the law that constitutes it." That is, the corporate responsibility to respect human rights, as articulated in the Guiding Principles, asks corporations to act on obligations derived from international human rights law even where the domestic law that constitutes the corporation does not require—and may not even permit—such action. The Report deepens this tension by recommending that states mandate corporate governance arrangements that give domestic legal effect to international human rights norms.
What is significant about this recommendation is the mechanism through which international norms enter domestic law. The Report does not recommend that states ratify additional human rights treaties or enact comprehensive human rights legislation. It recommends that states modify corporate governance law so that the corporation itself becomes the vehicle through which international human rights standards are operationalized within domestic legal orders. The corporation is thereby instrumentalized: it becomes the conduit through which international norms flow into the domestic governance of economic activity, and the board of directors becomes the governance body responsible for ensuring that flow. The analysis of the UN Norms (Backer 2006) identified the same structural logic: the Norms sought to "assert autonomy and supremacy of international law over domestic law by imposing through private law" obligations that could not be imposed through public international law alone. The Report pursues the same objective through a different channel—through corporate governance reform rather than direct imposition—but the structural consequence is the same: the corporation is used as an instrument for giving domestic effect to international norms that the state has not directly adopted into its legislative framework.
The Report's simultaneous deployment of concession-theory and autonomous-entity premises compounds this complexity. On the one hand, the Report recommends that states exercise their regulatory authority over corporate governance to mandate human rights compliance—a recommendation that presupposes the concession-theory understanding of the corporation as a creature of state law subject to state-imposed conditions. On the other hand, the Report's articulation of the corporate responsibility to respect human rights as existing "over and above compliance with national laws" presupposes that the corporation has an autonomous existence and autonomous obligations that are not reducible to the law that creates it. These two premises are in tension: one treats the corporation as subject to the state's constitutive authority, while the other treats the corporation as possessing obligations that transcend that authority. The Report does not acknowledge this tension, much less resolve it, and the governance architecture it recommends is consequently built on foundations that pull in different directions.
D. The Implicit Resolution of Corporate Personality
The Three Theories analysis (Backer 2026a) demonstrated the polycentric coexistence of three theories of corporate legal personality: concession theory, which understands the corporation as a creation and instrument of the state; nexus-of-contract theory, which understands it as a web of voluntary contractual arrangements; and autonomous-entity theory, which understands it as a social reality with interests and characteristics not reducible to either the state or its members. These theories coexist in practice, with different legal systems and different doctrinal contexts drawing on different theories as the occasion requires. The polycentricity is, in one sense, the condition of corporate law: it is what enables the corporate form to serve multiple, sometimes competing, functions within legal and economic systems.
The Report, it may be suggested, resolves this polycentricity in favor of what might be characterized as a "human rights personality." Each of the four foundational elements of corporate personality—purpose, governance structure, relationship to the state, and accountability—is reconstituted by the Report in terms defined by human rights obligations. Corporate purpose is redefined so that it cannot "operate solely on shareholder primacy"; governance structure is prescribed so that human rights oversight is mandatory; the corporation-state relationship is reorganized so that the corporation becomes an instrument for operationalizing international human rights norms; and accountability is expanded so that non-shareholders can bring claims against directors for human rights failures. The cumulative effect is to produce a corporate personality that is, in all its fundamental dimensions, constituted by and oriented toward human rights obligations.
This resolution has the virtue of coherence: it provides a unified account of what the corporation is for and how it should be governed. But it achieves that coherence at the cost of eliminating the polycentricity that has, historically, enabled the corporate form to accommodate diverse social functions, economic purposes, and governance traditions. The Lewis and Clark article (Backer 2017) identified the inherent tensions between corporate personality, shareholder primacy, and social responsibility that arise when these multiple theoretical frameworks are forced into a single governing logic. The Report's implicit resolution of those tensions in favor of human rights does not eliminate the underlying conflicts; it suppresses them beneath a unified normative framework that may prove less stable than the polycentric arrangement it displaces. The question for policymakers—and for the scholarly community—is whether the gains in normative coherence are worth the losses in institutional flexibility that polycentricity affords.
PART THREE: The Report's Semiotic Architecture and Phenomenological Commitments
The preceding analysis examined what the Report proposes and what its proposals would transform. This Part undertakes a different kind of inquiry: it examines how the Report constructs its argument—the interpretive architecture through which it renders its subject intelligible, produces its findings, and generates its recommendations. The analysis draws on the Peircean triadic semiotic framework developed in Power, Purpose, and Control (Backer 2026b) to disaggregate the Report's signifying system, and it identifies the operational logics and phenomenological commitments that structure the Report's engagement with corporate governance. The objective is not to question the Report's factual accuracy—the jurisdictional mapping is competent and the evidence gathered is substantial—but to make visible the interpretive apparatus through which that evidence is organized and rendered productive of the Report's conclusions.
I. The Semiotic Framework: Object, Signification, and Interpretation
Peirce's triadic semiotics, as adapted for the analysis of governance systems (Backer 2026b), distinguishes three moments of the sign: the object (the semiotic first), which is the foundational signifying entity that organizes the field of inquiry; signification (the semiotic second), which is the process through which the object is connected to the relations it governs; and interpretation (the semiotic third), which is the apparatus through which signification acquires meaning and becomes operative within a community of practice. These three moments are not sequential but simultaneous; they constitute one another in the act of signification. To identify the semiotic architecture of a governance instrument is therefore to identify the foundational premises—often unarticulated—that determine what can appear as an object of governance, how objects are connected to obligations, and what interpretive apparatus renders those connections meaningful.
In the Report's semiotic architecture, the state functions as the foundational signifying object—the semiotic first. This is evident in the Report's organizational structure: it proceeds from state duties (Part II.A), through corporate responsibilities as shaped by state frameworks (Part II.B), to remedies enforced through state-based mechanisms (Part II.C). The state is the entity around which the field of corporate governance is organized; it is the state's legal categories—directors' duties, corporate purpose, fiduciary obligations, securities regulation—that provide the vocabulary through which human rights are translated into governance imperatives. The corporation, in this architecture, is not an independent signifying object but a dependent one: its governance is intelligible only insofar as it can be mapped onto state-derived legal categories.
Legality, understood as positive enactment, functions as the semiotic second—the signifying relation through which the state as object is connected to corporate governance as field. The Report's analysis proceeds through legal categories: legislation, judicial decisions, listing rules, regulatory guidance, and corporate governance codes. These are the channels through which the state's authority over corporate governance is signified, and they define the range of relations that the Report can identify as governance. What falls outside the field of positive enactment—governance practices that are not juridically formalized, ordering that occurs through economic relations, supply chain dynamics, or enterprise-internal norms without juridical expression—is, within this semiotic architecture, either invisible or residual.
The Guiding Principles themselves function as the semiotic third—the interpretive apparatus through which the relations identified by the semiotic second acquire meaning. It is the Guiding Principles that provide the evaluative framework within which corporate governance arrangements are measured and found adequate or deficient; it is the Guiding Principles that define the gap between existing practice and required performance; and it is the Guiding Principles that supply the normative content of the recommendations through which that gap is to be closed. The Report's interpretive community is the community of practice organized around the Guiding Principles: the Working Group, the Office of the High Commissioner for Human Rights, the businesses and civil society organizations that participate in the Guiding Principles' implementation, and the states that have committed to them. Within this interpretive community, the Guiding Principles function as the logos—the organizing principle of meaning—through which corporate governance is rendered intelligible as a human rights problem.
II. Operational Logics
Five operational logics structure the Report's engagement with corporate governance. These are not argumentative strategies in the rhetorical sense; they are the interpretive procedures through which the Report translates its semiotic architecture into analytical findings and prescriptive recommendations.
1. Classification by Juridical Form
The first operational logic is classification by juridical form. The Report organizes governance arrangements according to their juridical expression: legislation, judicial decisions, listing rules, corporate governance codes, and voluntary standards. This classification performs essential work: it renders corporate governance legible as a legal phenomenon susceptible to legal reform. But the classification also delimits what can be recognized as governance. Governance practices that are not formalized in juridical instruments—the informal norms of board culture, the economic dynamics of supply chain relationships, the governance effects of market structures—are either marginal to the Report's analysis or absent from it entirely. The consequence is that the Report's picture of corporate governance is a picture of corporate governance as juridically constituted, and its recommendations are addressed to the juridical reform of that which has been juridically classified. Governance that operates outside juridical form—including much of the governance that occurs within enterprise spaces, through what has been described as the privatized governance of multinational corporate groups (Backer 2021)—remains outside the frame of analysis.
2. The Compliance-Gap Logic
The second operational logic is what may be termed the compliance-gap logic. The Report proceeds by identifying a norm derived from the Guiding Principles, surveying existing corporate governance practice against that norm, identifying the gap between norm and practice, and recommending measures to close the gap. This is the logic that gives the Report its analytical structure and its prescriptive force: the gap between what the Guiding Principles require and what governance practice delivers is the problem, and the closure of that gap is the solution. The logic is powerful in its simplicity and familiarity—it is the logic of regulatory compliance applied to the relationship between international norms and domestic governance arrangements.
But the compliance-gap logic also operates, it may be suggested, as a form of gouvernementalité in the Foucauldian sense: it constitutes its subject through the act of measuring it. The norm is not external to the practice it measures; the act of measurement reconstitutes the practice as a deficiency relative to the norm. Shareholder primacy is not merely found to be incompatible with the Guiding Principles; it is constituted, through the compliance-gap logic, as a deficiency—a gap to be closed—rather than as a governance arrangement with its own internal coherence and legitimating premises. The compliance-gap logic thereby performs the evaluative work that the Report's descriptive surface does not acknowledge: it transforms an analytical description of diverse governance systems into a normative hierarchy in which deviation from the Guiding Principles is, by definition, inadequacy.
3. Materiality Translation
The third operational logic is materiality translation—the process through which human rights concerns are rendered legible within corporate governance frameworks by translating them into the language of financial materiality. The Report's argument that human rights impacts "need to be considered as potential material risks" performs this translation: it takes obligations whose foundation is the dignity and rights of affected persons and reframes them as risks to the corporation's financial performance. This is, in rhetorical terms, a synecdoche: the whole of the human rights obligation is represented by the part that overlaps with financial risk.
The strategy has obvious instrumental advantages. By framing human rights as material risks, the Report speaks to corporate governance in its own language: it makes human rights legible within the frameworks of risk management, fiduciary duty, and investor protection that define existing governance practice. But the translation also has costs. It subordinates the human rights obligation to the financial logic of corporate governance: human rights matter, within this framework, insofar as they are material to the corporation's financial performance. When they are not material—when human rights impacts affect communities, workers, or environments in ways that do not register as financial risks to the corporation—the materiality translation provides no basis for governance attention. The analysis of trust platforms (Backer 2024) identified this movement: the shift from trust in enterprises to distrust, refocused on systems of accountability that are themselves organized around financial and compliance logics rather than around the concerns of the persons they are meant to protect.
4. Cascading Duty Architecture
The fourth operational logic is the construction of a cascading duty architecture—an upstream surveillance vector in which obligations flow from international norms through state regulation to boards of directors and from boards through reporting lines, committees, and accountability mechanisms to the operational levels of the enterprise. The Report's recommended governance architecture traces this vector explicitly: states must mandate human rights due diligence; boards must oversee it; senior executives must implement it; dedicated reporting lines must ensure that information flows from operations to the board; and grievance mechanisms must ensure that information flows from affected stakeholders into the corporate governance system. Each level of the cascade is both a subject of oversight from above and a conductor of obligations downward.
This cascading architecture constitutes, in the analysis developed in Global Panopticism (Backer 2008), a governance regime organized around the principle of visibility: each level of the cascade is made visible to the level above, and the aggregate effect is a system of layered surveillance in which human rights performance is continuously monitored, reported, and evaluated. But the cascade is also, notably, a vertical vector—an upstream flow of obligation and a downstream flow of information. What is absent from the Report's architecture is the horizontal dimension of governance within enterprise spaces: the governance that occurs between enterprises within supply chains, the ordering that emerges from economic relationships between firms, and the governance effects of market structures that are not reducible to the vertical relationship between the state, the board, and the operating level of the firm. The privatized governance of multinational enterprise groups (Backer 2021), in which ordering occurs through the internal norms, compliance requirements, and contractual arrangements of enterprise systems, is addressed by the Report only insofar as it can be captured by the vertical logic of the cascading duty architecture.
5. Content Substitution
The fifth operational logic is what may be called content substitution: the retention of existing corporate governance forms and vocabulary while replacing their substantive content with human rights imperatives. The Report speaks throughout in the established vocabulary of corporate governance—directors' duties, fiduciary obligations, risk management, materiality, oversight, accountability—but the content of each term is progressively redefined in terms of human rights obligations. Directors' duties are no longer understood primarily as obligations to maximize shareholder value but as obligations to oversee human rights performance. Risk management is no longer primarily concerned with financial risks to the corporation but with risks to the human rights of affected stakeholders. Materiality is no longer defined solely by reference to financial significance but by reference to the severity of human rights impacts. Accountability is no longer owed solely to shareholders but to affected communities and, potentially, to non-shareholder claimants.
This content substitution is the most subtle and perhaps the most consequential of the Report's operational logics. By retaining familiar governance vocabulary, the Report presents its recommendations as extensions of existing principles rather than as replacements. Directors already have duties; the Report merely clarifies that those duties include human rights. Companies already manage risk; the Report merely argues that human rights risks should be among them. Boards already exercise oversight; the Report merely recommends that oversight extend to human rights performance. Each recommendation appears incremental. But the cumulative effect—the progressive replacement of the content of governance vocabulary with human rights imperatives while retaining the vocabulary itself—is transformative. The governance architecture that emerges is formally continuous with existing arrangements but substantively different: it is organized around human rights obligations rather than around the premises (shareholder primacy, board autonomy, freedom of contract) that previously gave governance vocabulary its content.
III. Phenomenological Commitments
Beneath its operational logics, the Report rests on a set of phenomenological commitments—assumptions about the nature of the subjects and objects of governance that structure what the Report can recognize and what it cannot. Four such commitments merit examination.
1. The Transparency Assumption and Panoptic Logic
The Report's governance architecture is organized around the principle that visibility produces accountability. Disclosure requirements, reporting obligations, monitoring systems, and grievance mechanisms all serve the same fundamental purpose: to make corporate conduct visible to those who oversee it. This is what Global Panopticism (Backer 2008) identified as the constitutive function of the gaze: surveillance does not merely observe governance; it constitutes it. The act of requiring disclosure produces the categories within which corporate conduct is rendered intelligible, and the obligation to report organizes corporate activity around the metrics by which it will be measured. In the Report's architecture, transparency is not an instrument of governance; it is governance itself—the medium through which corporate activity is constituted as governable.
The assumption that visibility produces accountability is powerful but not innocent. It privileges governance arrangements that are susceptible to disclosure and measurement while rendering invisible those that are not. The informal norms of corporate culture, the power dynamics of board deliberations, the economic pressures that shape executive decision-making—these are constitutive elements of governance that resist the transparency assumption's logic of visibility. The Report's architecture, organized around what can be disclosed and measured, may therefore produce a governance surface—a visible layer of compliance, reporting, and oversight—that coexists with a governance depth that remains untouched by the transparency regime. The analysis of Wal-Mart as global legislator (Backer 2007) illustrated this dynamic in the context of supply chain governance: the visible architecture of codes of conduct, monitoring systems, and compliance requirements coexisted with economic relationships whose governance effects were neither captured by nor responsive to the transparency apparatus.
2. The Rational-Intentional Subject
The Report presupposes a governance subject—the director, the executive, the corporation—that is rational, intentional, and capable of the deliberate choices that the governance architecture requires. Directors must "identify, prevent and mitigate" human rights impacts; they must "take human rights considerations into account in decision-making"; they must exercise "close oversight" of human rights risks. These obligations presuppose a subject who deliberates, who weighs competing considerations, and who makes conscious choices about the allocation of governance attention. This is the subject of classical corporate governance theory: the rational fiduciary who exercises judgment in the interests of those to whom obligations are owed.
But this subject is, increasingly, displaced by the governance reality of digitalized compliance and datafied accountability. The trust platforms analysis (Backer 2024) traced this displacement: corporate governance is increasingly mediated by digital systems that collect, aggregate, and analyze data according to logics that are not reducible to the deliberations of individual directors. Compliance is algorithmic before it is deliberative; risk is quantified before it is judged; performance is measured by metrics that may or may not capture the phenomena they purport to represent. The Report's governance architecture, which is addressed to the rational-intentional subject of classical governance theory, may therefore be addressed to a subject that is increasingly notional—a legal fiction that persists in governance vocabulary even as the actual processes of governance are organized around different logics. The question is whether a governance architecture designed for rational deliberation can operate effectively within systems organized around datafied compliance, or whether the mismatch between the architecture's presuppositions and governance reality will produce the kind of formal compliance without substantive effect that the Report itself identifies as a problem in existing governance arrangements.
3. The Separability of Public and Private
The Report operates within a framework that preserves, at least formally, the distinction between the public sphere of state regulation and the private sphere of corporate governance. The state has duties to protect; corporations have responsibilities to respect; the relationship between them is mediated by law. But this framework, as the analysis in Power, Purpose, and Control (Backer 2026b) argued, is increasingly unsustainable. The signs "public" and "private" no longer reliably identify separate objects of governance; their iterative mimetic dialectics produce one another, and the inherited boundaries do not so much fail as lose their semiotic force. States act through corporate forms, managing portfolios and competing for capital; corporations govern populations through rules, compliance requirements, and dependencies that resemble jurisdiction.
The Report's simultaneous deployment of concession-theory and autonomous-entity premises—the state must regulate corporate governance, and the corporation must respect human rights independently of state regulation—is symptomatic of this instability. The Report needs the public/private distinction to anchor its recommendations in state authority, but it also needs to transcend that distinction to give the corporate responsibility to respect human rights a force that is not dependent on state action. The result is a governance architecture that rests on a distinction it simultaneously undermines: it asks the state to mandate corporate governance arrangements that embody the proposition that corporate obligations transcend state law. The corporation-as-platform analysis (Backer 2026b) identified this as a general feature of contemporary governance: the corporation occupies a space that is simultaneously public and private, regulatory and regulated, sovereign and subject—and governance architectures that presuppose the separability of these categories will produce internal contradictions that cannot be resolved within their own terms.
4. The Stable Rights-Bearing Subject
The Report presupposes a stable rights-bearing subject—the "affected stakeholder," the "rights holder," the worker, the community member—whose human rights are the object of the governance architecture. This presupposition is essential to the Report's normative framework: it is because there are identifiable persons with identifiable rights that the governance architecture is needed. But the analysis of trust platforms and datafied governance (Backer 2024) suggests that this subject is itself undergoing transformation within the enterprise governance systems that the Report addresses. Individuals are increasingly disaggregated within enterprise governance into data points—risk indicators, compliance metrics, performance measures—that are legible within governance systems but that do not correspond to the integrated rights-bearing subject that human rights law presupposes.
The consequences of this disaggregation for the Report's governance architecture are not immediately apparent, but they are potentially significant. If the governance systems through which human rights due diligence is conducted operate on disaggregated data rather than on the integrated experience of rights-bearing persons, then the governance architecture may produce technically compliant outputs—risk assessments, impact analyses, remediation plans—that do not correspond to the lived experience of the persons they are meant to protect. The private actors analysis (Backer 2011) identified analogous patterns in the governance effects of monitoring regimes: the monitoring architecture produces compliance with its own metrics without necessarily producing the substantive outcomes that the metrics were designed to measure. The question, once again, is whether a governance architecture designed around one understanding of its subject can operate effectively when the governance systems through which it is implemented are organized around a different understanding.
PART FOUR: The Report in Scholarly Context
The analysis developed in the preceding Parts does not exist in a scholarly vacuum. The Report emerges from—and intervenes within—a substantial and contested body of scholarship on corporate governance, human rights, and the relationship between them. This Part situates the essay's critical analysis within that broader landscape, identifying points of convergence and divergence with the principal scholarly positions and examining how each illuminates, supports, or challenges the argument that the Report undertakes a sub silentio transformation of corporate governance through the deployment of human rights norms.
I. The Supportive Scholarship: Human Rights as a Necessary Corrective to Corporate Governance
A significant body of scholarship supports the Working Group's general project of integrating human rights into corporate governance, though the degree to which individual scholars endorse the specific mechanisms and the implicit transformations identified in this essay varies considerably.
McCorquodale and Neely's comparative study of directors' duties and human rights impacts (McCorquodale and Neely 2022) provides direct scholarly support for the Report's central premise. Their comparative analysis across jurisdictions demonstrates that existing directors' duty frameworks can be interpreted to encompass human rights considerations, and that some jurisdictions have moved further than others in making this interpretation explicit. The analysis converges with the Report's jurisdictional mapping in identifying a spectrum of governance approaches, from shareholder primacy through enlightened shareholder value to more robust stakeholder models. Where the present analysis diverges from McCorquodale and Neely is in the assessment of what the movement along this spectrum entails. McCorquodale and Neely present the integration of human rights into directors' duties as a natural development within existing legal frameworks—an extension of fiduciary obligations to encompass a broader range of risks and interests. This essay's analysis suggests, by contrast, that the integration involves a more fundamental reconstitution of the premises on which directors' duties are organized, one that displaces rather than extends the theoretical foundations of existing governance arrangements.
Sherman's analysis of human rights due diligence and corporate governance (Sherman 2021) offers a particularly instructive point of comparison, not least because Sherman himself contributed a submission to the Working Group's consultation process. Sherman argues that human rights due diligence provides a framework for embedding human rights considerations within corporate governance in ways that are compatible with—and indeed enhance—existing governance structures. His analysis emphasizes the convergence between human rights due diligence and the evolving understanding of directors' duties of care, loyalty, and good faith, suggesting that responsible governance increasingly requires attention to human rights risks as a dimension of competent corporate management. The present analysis shares Sherman's assessment of the practical importance of this convergence but offers a different reading of its theoretical significance. Where Sherman sees convergence between human rights and governance principles, this essay identifies a process of content substitution in which the vocabulary of corporate governance—duties of care, risk management, oversight—is retained while its substantive content is progressively redefined in terms of human rights obligations.
Ruggie and Sherman's argument for the evolution from the Guiding Principles toward multi-fiduciary obligations (Ruggie and Sherman 2022) represents perhaps the most ambitious articulation of the scholarly position that supports the Working Group's project. Their argument that human rights due diligence provides a path beyond shareholder primacy toward a model of governance organized around obligations to multiple constituencies parallels the trajectory traced in the Report's recommendations. The significance of their contribution for the present analysis lies in its candor: Ruggie and Sherman explicitly acknowledge that the development they advocate involves moving beyond shareholder primacy, whereas the Report presents the same movement as a clarification of existing obligations. The present analysis aligns with Ruggie and Sherman in recognizing the magnitude of the transformation at stake but suggests that the Report's failure to make this transformation explicit—its sub silentio quality—raises concerns about democratic legitimacy and transparency that Ruggie and Sherman's more direct approach avoids.
Sjåfjell and colleagues' analysis of how company law has failed human rights (Sjåfjell et al. 2020) presses the critique further than the Report itself ventures. Their argument that existing corporate law frameworks are structurally incapable of adequately addressing human rights concerns—and that fundamental reform of company law is necessary—supports the present analysis's identification of the transformative character of the Report's recommendations while suggesting that the Report does not go far enough. Where the Report recommends that corporate purpose frameworks not operate "solely on shareholder primacy," Sjåfjell et al. argue that the shareholder primacy model is itself the problem and that incremental modifications within existing frameworks are insufficient. This position highlights, by contrast, the Report's strategic choice to pursue transformation through the language of existing governance principles rather than through explicit advocacy for fundamental reform—the very sub silentio quality that this essay has identified as its central analytical concern.
II. The Critical Scholarship: Challenges to the Guiding Principles Framework
A distinct body of scholarship challenges the normative foundations of the Guiding Principles framework itself, and this critical perspective illuminates dimensions of the Report that the supportive scholarship tends to elide.
The contributions collected in Deva and Bilchitz's volume on human rights obligations of business (Deva and Bilchitz 2013) constitute the most sustained critique of the Guiding Principles' conceptual architecture. Deva's critique of the "consensus rhetoric and the language employed by the Guiding Principles" (Deva 2013) argues that the GPs' reliance on the language of "responsibility" rather than "obligation," and their framing of human rights due diligence as a process rather than a substantive standard, weaken the normative force of the framework. Bilchitz's analysis of the normative foundations of the SRSG's framework (Bilchitz 2013) identifies a "chasm between 'is' and 'ought'"—between the empirical consensus on which the GPs were built and the normative demands of human rights law. These critiques are relevant to the present analysis because the Report inherits the normative architecture that Deva and Bilchitz criticize. The Report's reliance on the compliance-gap logic—measure practice against the GP norm, identify the gap, recommend closure—presupposes the adequacy of the GP norm as a measure. If Deva and Bilchitz are correct that the GP norm is itself inadequate to the demands of human rights law, then the governance architecture the Report recommends may close the gap with the GPs without closing the gap with human rights.
Wettstein's analysis of the normativity, ethics, and the UN Guiding Principles (Wettstein 2015) deepens this critique by questioning the GPs' philosophical foundations. Wettstein argues that the GPs rest on a pragmatic consensus rather than on a coherent normative theory of business obligations, and that this pragmatism undermines the capacity of the framework to serve as a robust basis for governance reform. The present analysis converges with Wettstein in identifying the Report's reliance on the GP framework as both a strength and a limitation: a strength because the GPs provide a widely accepted point of reference, a limitation because the framework's own normative foundations may not support the weight of the governance architecture the Report builds upon them. If the semiotic third—the Guiding Principles as interpretive apparatus—is itself normatively unstable, then the governance architecture it generates may be coherent in form but uncertain in foundation.
III. The Shareholder Primacy Debate
The Report's engagement with shareholder primacy implicates a voluminous and contested scholarly literature that provides essential context for evaluating the Report's recommendations.
Stout's analysis of the arguments for and against shareholder primacy (Stout 2002) remains foundational. Her identification of "bad and not-so-bad arguments for shareholder primacy" demonstrated that the intellectual case for shareholder primacy is more variegated and more contingent than its proponents often acknowledge. The "not-so-bad" arguments—that shareholder primacy provides clear decision rules for managers, that it reduces agency costs, and that it provides a measurable standard against which managerial performance can be evaluated—are practical rather than principled, and they do not preclude governance reforms that address the practical concerns through alternative mechanisms. The present analysis draws on Stout's insight in suggesting that the Report's implicit rejection of shareholder primacy engages a theoretical tradition that is more complex than the Report's treatment—which tends to equate shareholder primacy with a simple preference for short-term profit over long-term value—acknowledges.
Bratton's more recent analysis of shareholder primacy versus shareholder accountability (Bratton 2024) introduces a different dimension. Bratton argues that shareholder primacy, properly understood, is compatible with—and may even require—robust accountability mechanisms, including mechanisms that address the long-term interests of the corporation and its relationship with affected stakeholders. This argument complicates the binary that the Report implicitly constructs between shareholder primacy and human rights: if shareholder primacy, properly implemented, already requires attention to human rights as material risks, then the Report's recommendation to move beyond shareholder primacy may overstate the inadequacy of the existing framework and understate the reform potential within it. The present analysis acknowledges the force of this argument while suggesting that it may overestimate the practical capacity of shareholder primacy to accommodate human rights concerns that are not reducible to financial materiality—precisely the gap that the Report's materiality translation logic is designed to bridge but cannot fully close.
IV. The Political Economy Perspective and Business Engagement
Danielsen's analysis of human rights approaches to corporate accountability within the political economy of supply chain capitalism (Danielsen 2020) introduces a structural critique that neither the supportive nor the critical scholarship fully addresses. Danielsen argues that human rights frameworks, however well-intentioned, operate within and are conditioned by the political-economic structures of global capitalism, and that attention to the structural dynamics of supply chains—power asymmetries, value extraction, economic dependency—is essential to understanding the limits of governance-based approaches. This perspective converges with the present analysis's identification of the Report's reliance on a vertical cascading duty architecture that may not adequately address the horizontal governance dynamics of enterprise systems and supply chains. The Report's governance architecture addresses the relationship between the state, the board, and the operating level of the firm; it is less attentive to the governance dynamics between firms, within supply chains, and across the enterprise spaces where much of the governance of human rights impacts actually occurs.
The International Organisation of Employers' submission to the Working Group (IOE 2026) represents the business perspective on the Report's project and provides an important counterpoint. The IOE's emphasis on the importance of the Guiding Principles' existing framework, the risks of overregulation, and the need for proportionate approaches reflects the concerns of the business community about the transformative implications of the Report's recommendations—implications that this essay has sought to make explicit. The present analysis shares the IOE's recognition that the Report's recommendations would entail fundamental changes to existing governance arrangements, though it does not share the IOE's normative assessment of those changes. The analytical point is that the transformative character of the Report's recommendations, which the IOE recognizes and resists from a business perspective, is the same transformative character that this essay has sought to identify and examine from a theoretical perspective.
The Ruggie and Sherman analysis of the concept of due diligence in the Guiding Principles (Ruggie and Sherman 2017) provides important historical and conceptual context for understanding the Report's deployment of human rights due diligence as a governance mechanism. Their account of the evolution of the due diligence concept—from its origins in financial and transactional contexts to its articulation as a comprehensive process of human rights risk identification, prevention, and mitigation—illuminates the interpretive work that the Report's compliance-gap logic performs. Due diligence, in the Guiding Principles framework, is not merely a process of investigation; it is a governance norm that defines the standard against which corporate conduct is measured. The present analysis builds on Ruggie and Sherman's account by examining how this governance norm operates within the Report's semiotic architecture as the interpretive apparatus through which corporate governance is rendered intelligible—and is found wanting—as a human rights problem.
V. Situating the Present Analysis
The present analysis occupies a distinctive position within this scholarly landscape. It is neither aligned with the supportive scholarship's assessment that the integration of human rights into corporate governance represents a natural and welcome extension of existing governance principles, nor with the critical scholarship's assessment that the Guiding Principles framework is normatively inadequate to the demands of human rights law. It is, rather, an analysis of the method by which the integration proceeds and the governance consequences that follow from the manner in which it is pursued.
The analysis converges with McCorquodale and Neely, Sherman, and Ruggie and Sherman in recognizing that human rights considerations have legitimate claims to governance attention and that existing governance frameworks require reform to accommodate those claims. It converges with Sjåfjell et al. in recognizing that the reform required is more fundamental than the Report's diplomatic prose suggests. It converges with Deva, Bilchitz, and Wettstein in questioning whether the Guiding Principles provide an adequate normative foundation for the governance architecture the Report recommends. It converges with Bratton in recognizing that the shareholder primacy framework may be more complex and more internally capacious than the Report's treatment acknowledges. And it converges with Danielsen in recognizing that governance-based approaches to human rights operate within political-economic structures that condition and may limit their effectiveness.
Where the present analysis departs from these positions is in its attention to what might be called the semiotics of governance reform. The scholarship reviewed in this Part is, for the most part, concerned with the substance of governance reform—what should change, why, and how. The present analysis is concerned with the interpretive architecture through which reform is constituted as necessary, the operational logics through which reform recommendations are generated, and the phenomenological commitments that structure what reform can recognize and what it cannot. This semiotic and phenomenological attention reveals dimensions of the Report that substantive analysis alone does not capture: the evaluative function of the jurisdictional mapping, the constitutive force of the compliance-gap logic, the costs of the materiality translation, and the internal tensions of a governance architecture built on foundations that pull in different directions. It is this attention—to the how of governance reform rather than merely to the what—that the present analysis offers as its contribution to the scholarly conversation.
Conclusions
The Report of the Working Group on Corporate Governance, Business and Human Rights (A/81/180) is, taken on its own terms, a competent and carefully documented contribution to the ongoing effort to operationalize the Guiding Principles on Business and Human Rights within the structures of corporate governance. Its jurisdictional mapping is comprehensive; its identification of gaps between existing governance practices and the expectations of the Guiding Principles is supported by substantial evidence; and its recommendations are coherent within the framework from which they are derived. These are not trivial accomplishments, and the analysis offered in this essay should not be read as diminishing them.
But the analysis has sought to identify what the Report does not say—what proceeds beneath its diplomatic surface, within its interpretive architecture, and through its operational logics. Four propositions summarize the argument.
First, the Report is engaged in a project of transforming the foundational categories of corporate governance through the deployment of human rights norms, and this transformation proceeds sub silentio—without openly acknowledging its magnitude or its theoretical implications. Corporate purpose, the standard model of board governance, the corporation-state relationship, and the nature of corporate legal personality are all reconstituted by the Report's recommendations, but the reconstitution is presented as clarification, extension, and alignment with existing principles rather than as the fundamental reconfiguration that, on analysis, it appears to be.
Second, the Report's semiotic architecture—its identification of the state as the foundational signifying object, legality as the signifying relation, and the Guiding Principles as the interpretive apparatus—structures what the Report can recognize as governance and what it cannot. Governance that occurs outside juridical form, within enterprise spaces, through economic relations, or in the horizontal dynamics of supply chains is either marginal to or absent from the Report's analysis. The consequence is that the governance architecture the Report recommends may operate most effectively in the domains it can see—the vertical relationship between states, boards, and operating levels—while leaving untouched the domains it cannot.
Third, the operational logics through which the Report generates its recommendations—classification by juridical form, the compliance-gap logic, materiality translation, cascading duty architecture, and content substitution—are not neutral analytical procedures but interpretive practices that constitute their subject through the act of measuring it. Shareholder primacy is not found to be inadequate; it is constituted as inadequate by the compliance-gap logic that measures it against the Guiding Principles. Human rights concerns are not inherently material to corporate governance; they are made material by the materiality translation that reframes them as financial risks. These observations do not invalidate the Report's findings, but they do suggest that the findings are products of the interpretive apparatus that generates them, and that different interpretive apparatus would produce different findings.
Fourth, the phenomenological commitments that underlie the Report's governance architecture—the transparency assumption, the rational-intentional subject, the separability of public and private, and the stable rights-bearing subject—are increasingly in tension with the governance realities they are meant to address. The datafication of governance, the blurring of public and private ordering, and the disaggregation of the individual within enterprise governance systems all challenge the premises on which the Report's architecture is built. The question is whether a governance architecture built on these premises can produce the substantive outcomes it envisions, or whether it will produce the formal compliance without substantive effect that the Report itself identifies as a problem in existing governance arrangements.
None of these propositions entails that the Report's normative objectives are wrong. There is reason to believe—and the scholarly literature broadly supports the view—that corporations should attend more carefully to their human rights impacts, that governance arrangements should evolve to facilitate that attention, and that existing frameworks are inadequate in important respects. The question is not whether governance should change but how that change should be pursued. The Report pursues it through categorical displacement—retaining the forms of existing governance while replacing their content with human rights imperatives. This essay has argued that a more transparent approach, one that acknowledges the magnitude of the transformation it undertakes and subjects that transformation to explicit deliberation, would better serve both the normative objectives the Report espouses and the democratic legitimacy on which any durable governance reform must ultimately rest.
The challenge, it may be suggested in closing, is not unique to the Working Group or to the business and human rights field. It is a general feature of governance reform in an era when the foundational categories of legal and political ordering—sovereignty, jurisdiction, personality, the public/private distinction—are undergoing transformation. The temptation to pursue new governance objectives through old governance forms, without acknowledging that the forms are being reconstituted in the process, is understandable: it is the path of least institutional resistance. But it is also a path that risks producing governance architectures whose internal contradictions emerge only in application, when the mismatch between inherited forms and new objectives generates the confusion, incoherence, and gaps in coverage that the reform was meant to address. The alternative—transparent reconstitution, in which the transformation of foundational categories is made explicit and subject to deliberation—is institutionally more demanding but may prove, in the long run, more durable.
Bibliography
Backer, Larry Catá. 2006. "Multinational Corporations as Objects and Sources of Transnational Regulation." Columbia Human Rights Law Review 37: 287–389.
Backer, Larry Catá. 2007. "Economic Globalization and the Rise of Efficient Systems of Global Private Law Making: Wal-Mart as Global Legislator." Connecticut Law Review 39: 1739–1784.
Backer, Larry Catá. 2008. "Global Panopticism: States, Corporations, and the Governance Effects of Monitoring Regimes." Indiana Journal of Global Legal Studies 15(1): 101–148.
Backer, Larry Catá. 2011. "Private Actors and Public Governance Beyond the State: The Multinational Corporation, the Financial Stability Board, and the Global Governance Order." Indiana Journal of Global Legal Studies 18(2): 751–802.
Backer, Larry Catá. 2015a. "Regulating Multinational Corporations: Trends, Challenges, and Opportunities." ILSA Journal of International and Comparative Law 14: 99–126.
Backer, Larry Catá. 2015b. "Moving Forward the UN Guiding Principles for Business and Human Rights: Between Enterprise Social Norm, State Domestic Legal Orders, and the Treaty Law That Might Bind Them All." Fordham International Law Journal 38: 457–542.
Backer, Larry Catá. 2017. "Corporate Social Responsibilities of Financial Institutions in International Law." Lewis & Clark Law Review 21(4): 881–920.
Backer, Larry Catá. 2021. "The Problem of the Enterprise and the Enterprise of Law: Multinational Enterprises as Polycentric Transnational Regulatory Space." In Oxford Handbook of Transnational Law, edited by Peer Zumbansen. Oxford: Oxford University Press.
Backer, Larry Catá. 2024. "Trust Platforms: The Digitalization of Corporate Governance and the Transformation of Corporate Trust." Regulation & Governance 18: 1–20.
Backer, Larry Catá. 2026a. "Three Theories of Corporate Legal Personality." Explanatory Memorandum. University Park: Penn State Dickinson Law.
Backer, Larry Catá. 2026b. "Power, Purpose, and Control—the Corporation as Platform, Router, and Control/Compliance Space in an Emerging World Order." Discussion Draft for Sciences Po Law Review (La Revue des Juristes).
Bilchitz, David. 2013. "A Chasm Between 'Is' and 'Ought'? A Critique of the Normative Foundations of the SRSG's Framework and the Guiding Principles." In Human Rights Obligations of Business: Beyond the Corporate Responsibility to Respect?, edited by Surya Deva and David Bilchitz, 107–137. Cambridge: Cambridge University Press.
Bratton, William W. 2024. "Shareholder Primacy Versus Shareholder Accountability." Seattle University Law Review 47: 1–45.
Danielsen, Dan. 2020. "Situating Human Rights Approaches to Corporate Accountability in the Political Economy of Supply Chain Capitalism." In Research Handbook on Human Rights and Business, edited by Surya Deva and David Birchall. Cheltenham: Edward Elgar.
Deva, Surya. 2013. "Treating Human Rights Lightly: A Critique of the Consensus Rhetoric and the Language Employed by the Guiding Principles." In Human Rights Obligations of Business: Beyond the Corporate Responsibility to Respect?, edited by Surya Deva and David Bilchitz, 78–104. Cambridge: Cambridge University Press.
Deva, Surya, and David Bilchitz, eds. 2013. Human Rights Obligations of Business: Beyond the Corporate Responsibility to Respect? Cambridge: Cambridge University Press.
International Organisation of Employers (IOE). 2026. Input to the UNWG Report on Corporate Governance, Business and Human Rights. Geneva: IOE.
Jensen, Michael C., and William H. Meckling. 1976. "Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure." Journal of Financial Economics 3(4): 305–360.
McCorquodale, Robert, and Stuart Neely. 2022. "Directors Duties and Human Rights Impacts: A Comparative Approach." Journal of Corporate Law Studies 22(2): 243–283.
Pillar Two. 2026. Submission to UN Working Group on Business and Human Rights: Corporate Governance. London: Pillar Two.
Ruggie, John G., and John F. Sherman III. 2017. "The Concept of 'Due Diligence' in the UN Guiding Principles on Business and Human Rights: A Reply to Jonathan Bonnitcha and Robert McCorquodale." European Journal of International Law 28(3): 921–945.
Ruggie, John G., and John F. Sherman III. 2022. "Ten Years After: From UN Guiding Principles to Multi-Fiduciary Obligations." Business and Human Rights Journal 7(1): 1–16.
Sherman, John F., III. 2021. "Human Rights Due Diligence and Corporate Governance." Corporate Responsibility Initiative Working Paper No. 79. Cambridge, MA: Harvard Kennedy School.
Sjåfjell, Beate, Mark B. Taylor, André Neste, and Maja Van der Velden. 2020. "How Company Law Has Failed Human Rights—and What to Do About It." Business and Human Rights Journal 5(2): 179–213.
Stout, Lynn A. 2002. "Bad and Not-so-Bad Arguments for Shareholder Primacy." Southern California Law Review 75: 1189–1210.
United Nations Human Rights Council. 2011. Guiding Principles on Business and Human Rights: Implementing the United Nations 'Protect, Respect and Remedy' Framework. A/HRC/17/31.
United Nations Working Group on the Issue of Human Rights and Transnational Corporations and Other Business Enterprises. 2026. Corporate Governance, Business and Human Rights. A/81/180. New York: United Nations General Assembly.
Wettstein, Florian. 2015. "Normativity, Ethics and the UN Guiding Principles on Business and Human Rights: A Critical Assessment." Journal of Human Rights 14(2): 162–182.
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