The Post-Omnibus EU CSDDD Era: Re-Engineering Global Trade and Value-Chain Liability

Introduction

In the contemporary international legal order, the governance of corporate conduct across global value chains has undergone a structural paradigm shift.¹ For decades, public international law struggled to impose direct, enforceable human rights and environmental obligations on transnational corporations, leaving a compliance vacuum routinely exploited through corporate veil structures and jurisdictional fragmentation.² Today, that vacuum is being filled not by multilateral treaties but by unilateral legislative action. Through the enactment of the Corporate Sustainability Due Diligence Directive (CSDDD)³ and its subsequent recalibration under the Omnibus I simplification package,⁴ the European Union has asserted an unprecedented regulatory jurisdiction over global trade.

What scholars termed the “Brussels Effect” — the phenomenon by which European internal market rules implicitly become de facto global standards⁵ — has evolved into a hard-law, de jure regime of extraterritorial liability. Under the calibrated framework of Directive (EU) 2024/1760,⁶ as amended by Directive (EU) 2026/470,⁷ the European Union does not merely condition access to its Single Market on internal compliance. It legally mandates that both large European enterprises and major non-EU corporations actively monitor, prevent, and remediate adverse environmental and human rights impacts throughout their global “chain of activities.”⁸

Crucially, the legal mechanics of this reach operate through a dual pathway: direct statutory applicability for large foreign entities crossing the EU turnover threshold,⁹ and indirect contractual cascading for millions of upstream third-country suppliers.¹⁰ By requiring in-scope multinationals to incorporate Model Contractual Clauses (MCCs)¹¹ and execute risk-based due diligence across foreign subsidiaries and independent business partners,¹² the CSDDD privatizes a significant share of global regulatory enforcement.

While the Omnibus amendments established a single, uniform application date of 26 July 2029,¹³ and streamlined thresholds to target the largest economic operators, this runway does not signal a regulatory reprieve. On the contrary, it has initiated a critical period of global restructuring. Multinational buyers are currently auditing supply-chain portfolios, recalibrating risk management frameworks, and preparing to reallocate compliance liabilities downstream.¹⁴

This article demonstrates that the EU CSDDD¹⁵ represents a transformative exercise in unilateral extraterritoriality.¹⁶ It argues that while the 2026 Omnibus amendments aimed to simplify corporate burdens,¹⁷ the reliance on private contract law to enforce public human rights norms creates severe jurisdictional friction, shifts disproportionate liability onto third-country business partners, and is fundamentally re-engineering international corporate accountability ahead of the 2029 deadline — a reliance made more consequential, not less, by the Omnibus package’s own retreat from harmonized public enforcement, discussed below.

Main Body

A. The Classic Compliance Vacuum: Public International Law and the Corporate Veil

The historical architecture of public international law was constructed upon a strict Westphalian paradigm: states were the sole subjects of international legal rights and duties, while private non-state actors — including transnational corporations (TNCs) — remained mere objects.¹⁸ This doctrinal orthodoxy created a systemic governance gap as economic globalization accelerated in the late twentieth century. While TNCs gained sweeping international protection for their assets through bilateral investment treaties (BITs) and investor-state dispute settlement (ISDS) mechanisms, their corresponding human rights and environmental responsibilities remained entirely uncodified at the international level.¹⁹

When corporate activities resulted in severe environmental degradation or human rights violations in host states, victims encountered insurmountable procedural and substantive barriers to legal redress.²⁰ Domestically, the foundational company law principle of corporate personality was famously articulated in Salomon v A Salomon & Co Ltd.²¹ TNCs routinely exploited this legal fiction by structuring operations through complex network hierarchies, placing high-risk extractive, manufacturing, and processing activities inside limited-liability subsidiaries incorporated in weak regulatory regimes.²²

B. The Era of Voluntary CSR and Soft Law Standard-Setting

To bridge this accountability deficit without infringing upon state sovereignty or discouraging foreign direct investment, the international community turned to soft law voluntarism under the banner of Corporate Social Responsibility (CSR).²³ Early institutional frameworks — most notably the International Labour Organization’s (ILO) Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (1977) and the OECD Guidelines for Multinational Enterprises (1976) — offered non-binding operational codes. These instruments operated on the premise that market reputation, ethical consumerism, and voluntary corporate disclosure would self-regulate corporate conduct across global supply chains.²⁴

The soft law movement reached its conceptual zenith with the endorsement of the United Nations Guiding Principles on Business and Human Rights (UNGPs) by the UN Human Rights Council in 2011.²⁵ Architected by Special Representative John Ruggie, the UNGPs established a tripartite “Protect, Respect and Remedy” framework.²⁶ Pillar II articulated the independent responsibility of business enterprises to respect human rights, introducing the operational concept of “human rights due diligence” (HRDD).²⁷ Under Pillar II, corporations were expected to:

• Identify and assess actual or potential adverse human rights impacts;
• Integrate findings across internal governance structures;
• Track the efficacy of responses; and
• Communicate externally how impacts are addressed.²⁸

Despite their universal endorsement, the UNGPs remained soft law. They created no direct, legally binding obligations on TNCs, nor did they grant enforceable statutory rights to affected third parties.²⁹ Over the subsequent decade, empirical studies revealed that while major enterprises adopted polished CSR policies and issued glossy sustainability reports, systemic supply-chain abuses — from forced labour in garment sectors to environmental devastation in extractive regions — persisted virtually unabated.³⁰ The failure of voluntary HRDD to alter core corporate incentives demonstrated that without statutory command, civil liability, and administrative enforcement, voluntary codes functioned primarily as public relations shields rather than mechanisms of genuine corporate accountability.³¹

C. Domestic Legislative Mandates: The Shift to Mandatory HRDD

Recognizing the inadequacy of soft law voluntarism, progressive European domestic legislatures initiated a transition from voluntary CSR to mandatory human rights due diligence (“mHRDD”). This statutory turn sought to transform the moral expectations of the UNGPs and OECD Guidelines into hard, enforceable domestic legal duties.³²

France spearheaded this legislative shift with the enactment of the groundbreaking Loi de Vigilance in 2017.³³ The law established a direct legal obligation for French parent companies meeting specific employee thresholds to formulate, publish, and implement a comprehensive “vigilance plan” (plan de vigilance).³⁴ Crucially, the French model pierced the corporate veil by extending this vigilance duty across the parent entity’s subsidiaries, subcontractors, and commercial partners with whom an established commercial relationship was maintained. The statute backstopped this duty with a civil liability regime, allowing victims to seek judicial remedies in French courts for damages resulting from a failure to execute an adequate plan.³⁵

France’s statutory intervention triggered a regional domino effect. The Netherlands adopted the Child Labour Due Diligence Act in 2019, targeting specific supply-chain harms with administrative and criminal penalties.³⁶ Germany subsequently enacted the Lieferkettensorgfaltspflichtengesetz (LkSG) in 2021, imposing explicit supply-chain due diligence duties on large domestic enterprises backstopped by substantial administrative fines — reaching up to 2% of total annual global turnover and exclusion from public procurement contracts.³⁷ This legislative divergence set the stage for an EU-wide harmonizing instrument.³⁸

D. Re-conceptualizing the “Brussels Effect”: Hard-Law Extraterritoriality

The European Union’s intervention through the Corporate Sustainability Due Diligence Directive represents a fundamental re-conceptualization of what legal scholar Anu Bradford famously termed the “Brussels Effect.”³⁹ Because the EU Single Market represents a massive, high-income consumer base, foreign companies routinely chose to adapt their global production processes to match European rules (for example, in data privacy or chemical safety) rather than maintain bifurcated operations — implicitly exporting EU regulations worldwide without any direct statutory compulsion over foreign territory.⁴⁰

Under the CSDDD, as amended by Directive (EU) 2026/470, this dynamic evolves from a de facto market incentive into a de jure, hard-law regime of extraterritorial liability.⁴¹ The CSDDD does not merely leverage market power to passively induce global alignment; it asserts direct statutory jurisdiction over major non-EU corporations that meet a defined EU-turnover threshold, irrespective of whether they possess physical subsidiaries or assets on European soil.⁴²

By legally obligating both EU and non-EU lead firms to monitor, prevent, and remediate environmental and human rights abuses throughout their “chain of activities,” the EU effectively uses its Single Market access as a jurisdictional anchor.⁴³ In doing so, the CSDDD reshapes corporate law, public international law, and international trade regulation simultaneously.⁴⁴

E. Threshold Calibration and Scope: EU versus Non-EU Entities

The jurisdictional architecture of the CSDDD establishes a bifurcated threshold framework designed to capture economic power rather than territorial incorporation. As calibrated by Directive (EU) 2026/470 under the Omnibus I package, the Union applies distinct statutory criteria for EU-formed enterprises versus non-EU corporations, creating an expansive extraterritorial net anchored by Single Market access.⁴⁵ For EU-incorporated companies, the applicable test is cumulative: an average of more than 5,000 employees and a net worldwide turnover exceeding €1.5 billion.⁴⁶ For non-EU entities, the employee criterion drops away entirely, and the test turns solely on generating more than €1.5 billion in net turnover within the EU — meaning a large non-EU group with a comparatively small workforce can fall squarely within scope while an EU company of similar turnover but fewer employees might not.⁴⁷ This asymmetry is itself notable: it means the directive’s reach into non-EU value chains is, proportionally, broader than its reach into the EU’s own corporate base.

F. Deconstructing the “Chain of Activities” (Article 3(1)(g))

At the core of the CSDDD’s operational reach lies the statutorily defined concept of the “chain of activities” under Article 3(1)(g).⁴⁸ Abandoning the broader, undefined notions of “supply chain” or “value chain” that dominated earlier legislative drafts, the finalized text establishes precise boundaries regarding which commercial relationships fall within an enterprise’s legal sphere of responsibility.

Article 3(1)(g) explicitly excludes the end-use of products by consumers, as well as the post-consumer disposal and recycling phases, from the downstream chain of activities.⁴⁹ Regulated financial undertakings face a specialized downstream regime under which direct financial services (such as retail lending or investment underwriting) are subject to tailored due diligence obligations, preventing financial institutions from being held directly liable for every downstream portfolio company’s impact.⁵⁰

G. Core Statutory Duties: Identification, Prevention, and Remediation

The operational framework of the CSDDD imposes a continuum of affirmative legal obligations on in-scope corporations, translating human rights and environmental standards into standardized corporate governance protocols.⁵¹ Following the Omnibus I amendments, these duties are anchored across three core statutory pillars:

• Identification and Assessment, now organized around a risk-based “scoping exercise” rather than exhaustive entity-by-entity mapping (Articles 6 and 7);⁵²
• Prevention and Mitigation (Article 8(2)(b));⁵³ and
• Remediation of Actual Impacts (Article 9).⁵⁴

Notably, the original directive’s fourth pillar — a freestanding obligation under Article 22 to adopt a Paris-aligned climate change mitigation transition plan — was deleted in its entirety by Directive (EU) 2026/470. In-scope companies are no longer required, under the CSDDD itself, to adopt such a plan. Companies separately caught by the Corporate Sustainability Reporting Directive (CSRD) must still disclose transition-plan information under the European Sustainability Reporting Standards where they have adopted one, but that is a disclosure duty rather than a due-diligence obligation, and it is a meaningfully narrower requirement than the one the original 2024 text imposed.⁵⁵

H. The 2026 Omnibus I Package: Simplification, Recalibration, and Unified Timelines

Rather than dismantling the directive’s core accountability architecture outright, the Omnibus amendments streamlined its procedural mechanics and unified its implementation schedule — while, as discussed above, removing two of its more consequential substantive elements.

The most consequential procedural modification introduced by Directive (EU) 2026/470 was the elimination of the phased-in implementation schedule originally set out in Article 37.⁵⁶ Under the original 2024 directive, compliance dates were staggered across 2027, 2028, and 2029 based on corporate size. The Omnibus package replaced this hierarchy with a single, uniform application date of 26 July 2029, applicable simultaneously to all in-scope EU and non-EU corporations, with Member States required to transpose the directive into national law by 26 July 2028 — one year ahead of that application date.⁵⁷

The Omnibus calibration also simplified corporate reporting obligations under Article 16 by aligning CSDDD disclosure standards more closely with the CSRD framework, reducing duplicate reporting obligations for parent entities.⁵⁸

I. Private Law as Public Enforcement: Contractual Cascading and Model Contractual Clauses

This section evaluates how the CSDDD privatizes public enforcement by delegating supply-chain compliance to lead commercial buyers via contract law — a delegation that, as discussed further below, has become even more central to the directive’s practical effect now that the EU-harmonized civil liability backstop has been narrowed.⁵⁹

1. Mechanics of Contractual Cascading. Under Articles 8 and 9, lead firms pass statutory due diligence duties downstream by inserting compulsory “pass-down” provisions into supply agreements.⁶⁰ Tier-1 suppliers are legally required to adhere to buyer codes of conduct and to extract identical contractual commitments from Tier-2 and Tier-N suppliers.⁶¹

2. Model Contractual Clauses (MCCs). Standardized under European Commission guidance issued pursuant to Article 14, MCCs structure global compliance across three pillars: operational compliance covenants, verification rights (self-assessments, site visits, third-party audits), and tiered remedial escalation protocols.⁶²

3. The Risk-Shifting Paradox and “Cut-and-Run.” Rather than promoting collaborative capacity-building, dominant Northern buyers frequently exploit MCCs to offload liability onto dependent Southern suppliers through heavy indemnities.⁶³ Exposure to potential liability under national law implementing the directive — liability that, since the Omnibus amendments, is no longer subject to a single harmonized EU standard but instead varies by Member State — continues to encourage abrupt contract terminations (“cut-and-run” exits), which abandon vulnerable communities and undermine the directive’s remedial intent.⁶⁴ If anything, the loss of a predictable, uniform EU liability rule may sharpen this incentive: buyers now face a patchwork of national regimes whose contours will only become clear as Member States complete transposition, and contractual risk allocation offers a more controllable, jurisdiction-agnostic alternative.

J. Jurisdictional Friction and Third-Country Disproportionate Burden

This section examines the geopolitical and legal tensions created by the CSDDD, focusing on how the European Union’s unilateral extraterritoriality impacts host states and third-country economic actors.⁶⁵

1. Legal Imperialism and Sovereignty Concerns. By conditioning access to the EU Single Market on compliance with Brussels-mandated human rights and environmental metrics via the €1.5 billion turnover threshold, the CSDDD sits in tension with classical Westphalian principles of sovereign equality and non-intervention.⁶⁶ Developing host states, particularly across the Global South, find their domestic legislative frameworks effectively superseded in practice by EU standards.⁶⁷ These unilateral measures also face potential friction with World Trade Organization rules — specifically GATT Article XX — if they operate as disguised protectionism or impose non-reciprocal compliance burdens.⁶⁸

2. Asymmetrical SME Burden and “De-Risking.” While large multinational corporations possess the capital and legal resources to manage CSDDD compliance, the operational and financial burdens are frequently offloaded downstream onto small and medium enterprises (SMEs) in developing economies.⁶⁹ Costly audits, continuous monitoring, and specialized certifications often erode local profit margins, despite statutory provisions calling for lead-firm support under Article 8(5).⁷⁰ Instead of improving local working conditions, lead firms frequently engage in risk-averse “de-risking” — abruptly terminating contracts with high-risk suppliers or withdrawing from developing markets entirely, driving vulnerable workers into informal economies.⁷¹

3. Normative Conflicts and Regulatory Clashes. The directive creates conflicts of law when EU mandates clash with foreign domestic statutes. Third-country suppliers face genuine dilemmas between complying with EU buyer contracts and complying with local law — for example, national data secrecy and security laws that forbid transferring operational supply-chain data abroad,⁷² state-mandated labour structures that restrict independent trade unions,⁷³ or conflicting local anti-corruption reporting frameworks.⁷⁴

Conclusion and Strategic Outlook Ahead of 2029

A. Re-Engineering Transnational Corporate Accountability

The enactment of Directive (EU) 2024/1760, as calibrated by Directive (EU) 2026/470, marks a decisive departure from the era of voluntary corporate governance.⁷⁵ In doing so, it shifts a significant share of the locus of enforcement from state-to-state treaty mechanisms toward private commercial law networks, transforming everyday supply contracts into instruments of transnational public regulation — a shift the Omnibus amendments have, if anything, deepened by narrowing the EU-level civil liability alternative.⁷⁶

B. Synthesizing the 2029 Strategic Horizon

While the 2026 Omnibus amendments established a single, uniform application date of 26 July 2029, this statutory runway should not be interpreted as a delay or regulatory reprieve.⁷⁷ Multinationals and foreign suppliers face immediate operational imperatives during this transitional period:

1. Supply-Chain Architecture Mapping. Enterprise buyers must map their “chain of activities” now. Waiting until 2029 to audit Tier-N suppliers or evaluate raw material sourcing will leave entities vulnerable to systemic non-compliance and reputational exposure.
2. Standardization of Model Contractual Clauses. Buyers and suppliers must renegotiate commercial agreements to incorporate balanced MCCs. To prevent destructive “cut-and-run” exits, lead firms must move away from unilateral liability offloading and toward collaborative risk-management protocols.⁷⁸
3. Targeted Capacity Building for Third-Country SMEs. To prevent widespread market displacement across the Global South, Northern buyers must co-invest in the compliance infrastructure of their upstream business partners, sharing the financial burdens of independent verification, environmental monitoring, and social auditing.⁷⁹

C. Future Outlook: Towards Multilateral Coherence

Ultimately, the long-term success of the CSDDD depends on whether unilateral extraterritoriality can evolve into a coherent, multilateral governance architecture. If implemented defensively as a risk-shifting tool, the directive risks exacerbating global economic divides, penalizing developing-world suppliers, and provoking jurisdictional friction. Conversely, if executed through genuine corporate support, standardized dispute-resolution mechanisms, and international regulatory cooperation, the CSDDD can establish a new global benchmark for sustainable commerce — an enforceable standard for human rights and environmental protection across the international economic order.

Editor’s Note

Directive (EU) 2026/470 entered into force on 18 March 2026; Member States have until 26 July 2028 to transpose it, and the Commission’s implementation guidance was, as of this writing, still under public consultation. Several of the specifics discussed above — particularly the contours of national civil liability regimes — will only become settled as transposition proceeds, and readers relying on this article for compliance planning should verify current status against national implementing measures in the relevant jurisdiction.

Note(S):

1. UN Human Rights Council, ‘Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework’ (21 March 2011) UN Doc A/HRC/17/31.
2. OECD, OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (OECD Publishing 2023).
3. Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 [2024] OJ L 2024/1760.
4. European Commission, ‘Proposal for a Directive amending Directives (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate reporting and due diligence requirements (Omnibus Package)’ COM(2025) 100 final.
5. Anu Bradford, The Brussels Effect: How the European Union Rules the World (Oxford University Press 2020) 3–24; Anu Bradford, ‘The Brussels Effect’ (2012) 107 Northwestern University Law Review 1.
6. Directive (EU) 2024/1760 (n 3) art 1.
7. Directive (EU) 2026/470 of the European Parliament and of the Council of 24 February 2026 amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting and due diligence requirements [2026] OJ L 2026/470 (published 26 February 2026; entered into force 18 March 2026).
8. Directive (EU) 2024/1760 (n 3) art 3(1)(g) (defining ‘chain of activities’).
9. ibid art 2 (as amended by Directive (EU) 2026/470) (scope for non-EU formed companies).
10. ibid arts 8 and 9 (prevention and termination of potential adverse impacts through contractual assurances).
11. European Commission, ‘Guidance on Model Contractual Clauses for the Corporate Sustainability Due Diligence Directive’ (Commission Notice) C/2025/1200.
12. Directive (EU) 2024/1760 (n 3) art 7.
13. ibid art 37(1) (as amended by Directive (EU) 2026/470 (n 7)).
14. European Company Law Experts (ECLE), ‘Contractual Cascading and Due Diligence Liability under CSDDD’ (2025) 22 European Company and Financial Law Review 145.
15. Directive (EU) 2024/1760 (n 3).
16. Joanne Scott, ‘Extraterritoriality and Territorial Extension in EU Law’ (2014) 62 American Journal of Comparative Law 87; Bradford (n 5) ch 5.
17. Proposal for a Directive of the European Parliament and of the Council on simplifying certain regulatory reporting obligations in the field of corporate sustainability COM(2026) 112 final.
18. Malgosia Fitzmaurice, ‘Subjects of International Law’ in Daniel Thürer, Volkan Götz and Karl-Ulrich Meyn (eds), Encyclopedia of Public International Law (Elsevier 2000) 712–718.
19. Miles Jackson, Complicity and Secondary Liability in International Law (Oxford University Press 2015) 124–130; M Sornarajah, The International Law on Foreign Investment (5th edn, Cambridge University Press 2021) 182.
20. David Bilchitz, Corporations and Human Rights: Law Theory and Practice (Cambridge University Press 2018) 45–52.
21. Salomon v A Salomon & Co Ltd [1897] AC 22 (HL); Peter Muchlinski, Multinational Enterprises and the Law (3rd edn, Oxford University Press 2021) 51–58.
22. Janet Dine, Companies, International Trade and Human Rights (Cambridge University Press 2005) 37–42.
23. Surya Deva, Regulating Corporate Human Rights Violations: Humanizing Business (Routledge 2012) 68–74.
24. International Labour Organization, Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (5th edn, ILO 2017); OECD (n 2).
25. UN Human Rights Council (n 1).
26. John Ruggie, Just Business: Multinational Corporations and Human Rights (WW Norton & Co 2013) 81–118.
27. UNGPs (n 25) principle 15.
28. ibid principle 17.
29. Carlos Lopez, ‘The UN Guiding Principles on Business and Human Rights: The Blind Spots’ (2013) 27 International Commission of Jurists Review 65, 68–71.
30. Genevieve LeBaron and Jane Lister, ‘Benchmarking Corporate Policies on Forced Labour: When CSR Fails’ (2015) 14 Policy and Society 88.
31. Olivier De Schutter, ‘Towards a New Treaty on Business and Human Rights’ (2016) 1 Business and Human Rights Journal 41, 44–48.
32. Claire Bright and others, ‘Toward a Mandatory Due Diligence Duty for Human Rights and Environmental Impacts’ (2020) 50 Environmental Law Reporter 10561.
33. Loi n° 2017-399 du 27 mars 2017 relative au devoir de vigilance des sociétés mères et des entreprises donneuses d’ordre [2017] JORF n°0074.
34. Code de commerce (France) arts L 225-102-4 and L 225-102-5; Elsa Savourey and Stéphane Brabant, ‘The French Law on the Duty of Vigilance: Theoretical and Practical Overview’ (2021) 6 Business and Human Rights Journal 517.
35. ibid 520–522.
36. Wet zorgplicht kinderarbeid [2019] Stb 2019, 401.
37. Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten vom 16 Juli 2021 [2021] BGBl I 2959 (LkSG) §§ 3, 24.
38. European Parliament Directorate-General for External Policies, Access to Legal Remedies for Victims of Corporate Human Rights Abuses in Third Countries (PE 603.475, 2019) 33–39.
39. Bradford (n 5) 3–24.
40. Bradford, ‘The Brussels Effect’ (n 5) 9–19.
41. Directive (EU) 2024/1760 (n 3); Directive (EU) 2026/470 (n 7).
42. Directive (EU) 2024/1760 (n 3) art 2 (as amended by Directive (EU) 2026/470 (n 7)).
43. ibid art 3(1)(g).
44. Joanne Scott, ‘The New Extraterritoriality: The Law of the European Union in the World’ (2014) 22 Journal of Common Market Studies 1343, 1345–1350.
45. Directive (EU) 2024/1760 (n 3); Directive (EU) 2026/470 (n 7).
46. Directive (EU) 2024/1760 (n 3) art 2(1) (as amended by Directive (EU) 2026/470 (n 7)) — EU companies: more than 5,000 employees and net worldwide turnover exceeding €1.5 billion.
47. ibid art 2(2) (as amended by Directive (EU) 2026/470 (n 7)) — non-EU companies: net turnover generated in the EU exceeding €1.5 billion, with no separate employee threshold.
48. Directive (EU) 2024/1760 (n 3) art 3(1)(g).
49. ibid recital 25.
50. ibid art 3(1)(g) read with art 22(8); European Banking Federation, ‘Position Paper on the Scope of Downstream Financial Services under CSDDD’ (EBF-04821, 2025) 6–11.
51. Hannah Birke and Thomas Jaeger, ‘Mandatory Human Rights Due Diligence in the EU: Statutory Architecture and Corporate Governance Realities’ (2024) 61 Common Market Law Review 1421, 1430–1438.
52. Directive (EU) 2024/1760 (n 3) arts 6 and 7, as recalibrated around a risk-based scoping exercise by Directive (EU) 2026/470 (n 7).
53. ibid art 8(2)(b).
54. ibid art 9.
55. Directive (EU) 2026/470 (n 7), deleting the CSDDD’s freestanding climate transition plan obligation under art 22; see European Sustainability Reporting Standards, standard E1 (transition plan disclosure for CSRD-covered entities).
56. Directive (EU) 2026/470 (n 7), amending Directive (EU) 2024/1760 art 37.
57. Directive (EU) 2024/1760 (n 3) art 37(1), as amended by Directive (EU) 2026/470 (n 7).
58. ibid art 16; Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting [2022] OJ L 322/15.
59. Fabrizio Cafaggi, ‘The Regulatory Functions of Transnational Commercial Contracts’ (2013) 20 University of Pennsylvania Journal of International Law 1577.
60. European Commission (n 11); David Snyder, Susan Maslow and Claire Bright, ‘Human Rights in Supply Chains: The Role of Model Contractual Clauses’ (2022) 73 Hastings Law Journal 1143, 1150–1158; Directive (EU) 2024/1760 (n 3) arts 8(2)(b) and 9(2)(c).
61. Jaakko Salminen, ‘Contractual Networks and Beyond: Contractual Cascading as a Tool of Transnational Sustainability Governance’ (2023) 43 Legal Studies 412, 418–425.
62. Directive (EU) 2024/1760 (n 3) art 14; European Commission (n 11).
63. Larry Catá Backer, ‘The Regulatory Structure of Multinational Enterprises and the Privatization of International Human Rights Law’ (2024) 37 Harvard Human Rights Journal 89, 95–103.
64. Directive (EU) 2026/470 (n 7), amending Directive (EU) 2024/1760 art 29 (deleting the harmonized EU civil liability regime, including arts 29(1), 29(3)(d) and 29(7)); Anna Beckers, Enforcing Corporate Social Responsibility Codes: On the Road to Historic Transnational Private Law Remedies (Hart Publishing 2019) 112–120.
65. Joanne Scott (n 44) 1348–1355; Anthea Roberts and others, Comparative International Law (Oxford University Press 2018) 211–225.
66. Lotus Case (France v Turkey) (1927) PCIJ Ser A No 10, 18–19; James Crawford, Brownlie’s Principles of Public International Law (9th edn, Oxford University Press 2019) 456–462.
67. Sundhya Pahuja, Decolonising International Law: Development, Economic Growth and the Politics of Universality (Cambridge University Press 2011) 145–152.
68. Robert Howse and Makau Mutua, Protecting Human Rights in a Global Economy: WTO Compatibility of Mandatory Due Diligence (International Centre for Trade and Sustainable Development 2024) 29–38; GATT 1994 art XX(b) and (g).
69. Kaisa Sorsa, ‘SME Suppliers in the Crosshairs of EU Due Diligence: Capacity Gaps and Contractual Realities’ (2025) 16 European Journal of Risk Regulation 301, 310–318.
70. Directive (EU) 2024/1760 (n 3) art 8(5).
71. Genevieve LeBaron, The Global Business of Forced Labour: Structural Drivers in Agrifood Supply Chains (Agenda Publishing 2021) 165–174.
72. Henry Gao, ‘Data Sovereignty vs. Supply Chain Transparency: The Clash of Laws in US-EU-China Trade’ (2024) 58 Journal of World Trade 201, 210–218.
73. Surya Deva (n 23) 114–122.
74. Olivier De Schutter, ‘Extraterritorial Jurisdiction and Global Value Chains: The Need for Multilateral Coherence’ (2023) 14 Business and Human Rights Journal 215, 222–230.
75. Directive (EU) 2024/1760 (n 3); Directive (EU) 2026/470 (n 7).
76. Peer Zumbansen, ‘Transnational Supply Chain Regulation and the Cadence of Global Private Law’ (2025) 31 European Law Journal 88.
77. Directive (EU) 2024/1760 (n 3) art 37(1), as amended by Directive (EU) 2026/470 (n 7); European Company Law Experts (n 14).
78. European Commission (n 11); American Bar Association Business Law Section, ‘Model Contractual Clauses for Transnational Supply Chains’ (2021) 76 The Business Lawyer 721.
79. Sorsa (n 69); De Schutter (n 74).

Reference / Bibliography

A. Primary Sources

1. Legislation and Statutory Instruments

European Union

• Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 [2024] OJ L 2024/1760
• Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting [2022] OJ L 322/15
• Directive (EU) 2026/470 of the European Parliament and of the Council of 24 February 2026 amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting and due diligence requirements [2026] OJ L 2026/470

France

• Code de commerce, arts L 225-102-4 and L 225-102-5
• Loi n° 2017-399 du 27 mars 2017 relative au devoir de vigilance des sociétés mères et des entreprises donneuses d’ordre [2017] JORF n°0074

Germany

• Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten vom 16 Juli 2021 [2021] BGBl I 2959 (LkSG)

Netherlands

• Wet zorgplicht kinderarbeid [2019] Stb 2019, 401

China

• Data Security Law of the People’s Republic of China (promulgated 10 June 2021, entered into force 1 September 2021)

2. International Treaties and Soft Law Instruments

• General Agreement on Tariffs and Trade 1994 (GATT 1994), 1867 UNTS 187
• International Labour Organization, Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (5th edn, ILO 2017)
• OECD, OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (OECD Publishing 2023)
• Paris Agreement (adopted 12 December 2015, entered into force 4 November 2016) 3156 UNTS 107
• UN Human Rights Council, ‘Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework’ (21 March 2011) UN Doc A/HRC/17/31

3. Official Institutional Reports and Guidance Notes

• European Commission, ‘Proposal for a Directive amending Directives (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate reporting and due diligence requirements (Omnibus Package)’ COM(2025) 100 final
• European Commission, ‘Guidance on Model Contractual Clauses for the Corporate Sustainability Due Diligence Directive’ (Commission Notice) C/2025/1200
• European Parliament Directorate-General for External Policies, Access to Legal Remedies for Victims of Corporate Human Rights Abuses in Third Countries (PE 603.475, 2019)
• UN Office of the High Commissioner for Human Rights, ‘Remediation and Compensation under Mandatory Due Diligence Frameworks’ (OHCHR Guidance Note, 2025)

4. Table of Cases

United Kingdom

• Lubbe v Cape Plc [2000] 1 WLR 1545 (HL)
• Salomon v A Salomon & Co Ltd [1897] AC 22 (HL)
• Spiliada Maritime Corp v Cansulex Ltd [1987] AC 460 (HL)
• Vedanta Resources Plc v Lungowe [2019] UKSC 20, [2020] AC 1045

International Courts

• Lotus Case (France v Turkey) (1927) PCIJ Ser A No 10

B. Secondary Sources

1. Books

• Beckers A, Enforcing Corporate Social Responsibility Codes: On the Road to Historic Transnational Private Law Remedies (Hart Publishing 2019)
• Bilchitz D, Corporations and Human Rights: Law Theory and Practice (Cambridge University Press 2018)
• Bradford A, The Brussels Effect: How the European Union Rules the World (Oxford University Press 2020)
• Crawford J, Brownlie’s Principles of Public International Law (9th edn, Oxford University Press 2019)
• Deva S, Regulating Corporate Human Rights Violations: Humanizing Business (Routledge 2012)
• Dine J, Companies, International Trade and Human Rights (Cambridge University Press 2005)
• Jackson M, Complicity and Secondary Liability in International Law (Oxford University Press 2015)
• LeBaron G, The Global Business of Forced Labour: Structural Drivers in Agrifood Supply Chains (Agenda Publishing 2021)
• Muchlinski P, Multinational Enterprises and the Law (3rd edn, Oxford University Press 2021)
• Pahuja S, Decolonising International Law: Development, Economic Growth and the Politics of Universality (Cambridge University Press 2011)
• Roberts A and others, Comparative International Law (Oxford University Press 2018)
• Ruggie J, Just Business: Multinational Corporations and Human Rights (WW Norton & Co 2013)
• Ryngaert C, Jurisdiction in International Law (2nd edn, Oxford University Press 2015)
• Sornarajah M, The International Law on Foreign Investment (5th edn, Cambridge University Press 2021)

2. Edited Chapters

• Augenstein D and Jägers N, ‘Judicial Remedies: Access to Remedies in the Home State of the Multinational Enterprise’ in Surya Deva and David Bilchitz (eds), Human Rights Obligations of Business: Beyond the Corporate Responsibility to Respect? (Cambridge University Press 2013) 271–278
• Fitzmaurice M, ‘Subjects of International Law’ in Daniel Thürer, Volkan Götz and Karl-Ulrich Meyn (eds), Encyclopedia of Public International Law (Elsevier 2000) 712–718
• Zumbansen P, ‘Transnational Private Law’ in Jan Smits (ed), Elgar Encyclopedia of Comparative Law (2nd edn, Edward Elgar 2012) 893–901

3. Journal Articles

• American Bar Association Business Law Section, ‘Model Contractual Clauses for Transnational Supply Chains’ (2021) 76 The Business Lawyer 721
• Backer LC, ‘The Regulatory Structure of Multinational Enterprises and the Privatization of International Human Rights Law’ (2024) 37 Harvard Human Rights Journal 89
• Birke H and Jaeger T, ‘Mandatory Human Rights Due Diligence in the EU: Statutory Architecture and Corporate Governance Realities’ (2024) 61 Common Market Law Review 1421
• Blanco E and Mähönen J, ‘Contractual Cascading and Commercial Realities: Preparing Global Value Chains for 2029 CSDDD Enforcement’ (2025) 22 European Company Law 104
• Bradford A, ‘The Brussels Effect’ (2012) 107 Northwestern University Law Review 1
• Bright C and Marx A, ‘Extraterritoriality and Private Law Enforcement in the EU CSDDD’ (2024) 15 Journal of European Tort Law 189
• Bright C and others, ‘Toward a Mandatory Due Diligence Duty for Human Rights and Environmental Impacts’ (2020) 50 Environmental Law Reporter 10561
• Cafaggi F, ‘The Regulatory Functions of Transnational Commercial Contracts’ (2013) 20 University of Pennsylvania Journal of International Law 1577
• De Schutter O, ‘Towards a New Treaty on Business and Human Rights’ (2016) 1 Business and Human Rights Journal 41
• De Schutter O, ‘Extraterritorial Jurisdiction and Global Value Chains: The Need for Multilateral Coherence’ (2023) 14 Business and Human Rights Journal 215
• European Company Law Experts (ECLE), ‘Contractual Cascading and Due Diligence Liability under CSDDD’ (2025) 22 European Company and Financial Law Review 145
• Gao H, ‘Data Sovereignty vs. Supply Chain Transparency: The Clash of Laws in US-EU-China Trade’ (2024) 58 Journal of World Trade 201
• Klamberg M and Linton M, ‘Extraterritoriality and the Limits of EU Regulatory Power: The CSDDD Architecture’ (2024) 25 European Business Organization Law Review 312
• LeBaron G and Lister J, ‘Benchmarking Corporate Policies on Forced Labour: When CSR Fails’ (2015) 14 Policy and Society 88
• Lopez C, ‘The UN Guiding Principles on Business and Human Rights: The Blind Spots’ (2013) 27 International Commission of Jurists Review 65
• Ruggie JG, ‘Reconstituting the Global Public Domain — Issues, Actors, and Practices’ (2004) 10 European Journal of International Relations 499
• Salminen J, ‘Contractual Networks and Beyond: Contractual Cascading as a Tool of Transnational Sustainability Governance’ (2023) 43 Legal Studies 412
• Savourey E and Brabant S, ‘The French Law on the Duty of Vigilance: Theoretical and Practical Overview’ (2021) 6 Business and Human Rights Journal 517
• Scheltema M, ‘Assessing the Effectiveness of Contractual Cascading in Due Diligence Enforcement’ (2024) 19 Business and Human Rights Journal 77
• Scott J, ‘Extraterritoriality and Territorial Extension in EU Law’ (2014) 62 American Journal of Comparative Law 87
• Scott J, ‘The New Extraterritoriality: The Law of the European Union in the World’ (2014) 22 Journal of Common Market Studies 1343
• Snyder D, Maslow S and Bright C, ‘Human Rights in Supply Chains: The Role of Model Contractual Clauses’ (2022) 73 Hastings Law Journal 1143
• Sorsa K, ‘SME Suppliers in the Crosshairs of EU Due Diligence: Capacity Gaps and Contractual Realities’ (2025) 16 European Journal of Risk Regulation 301
• St John T and others, ‘Compliance Clashes: Anti-Corruption Laws and Mandatory Due Diligence in Emerging Markets’ (2025) 24 Journal of International Economic Law 445
• Ulfbeck V and Andhov A, ‘Disengagement and Contractual Remedies in Global Supply Chains’ (2024) 32 European Review of Private Law 245
• Zumbansen P, ‘Transnational Supply Chain Regulation and the Cadence of Global Private Law’ (2025) 31 European Law Journal 88

4. Working Papers and Institutional Policy Papers

• European Banking Federation, ‘Position Paper on the Scope of Downstream Financial Services under CSDDD’ (EBF-04821, 2025)
• European Corporate Governance Institute, ‘The Politics of Simplified Due Diligence: Evaluating the 2026 Omnibus Amendments’ (ECGI Law Working Paper No 782/2026, 2026)
• Howse R and Mutua M, Protecting Human Rights in a Global Economy: WTO Compatibility of Mandatory Due Diligence (International Centre for Trade and Sustainable Development 2024)