Description

Recent enacted and proposed legislation on mandatory human rights and environmental due diligence (mHREDD) introduce penalties and liability for corporations failing to exercise due diligence or reasonable care in managing the impacts of their activities. Even in jurisdictions that have yet to implement domestic mHREDD regulation, corporations are increasingly subject to foreign mHREDD laws such as the European Union’s Corporate Sustainability Due Diligence Directive. This global trend towards increasing mHREDD regulation of corporations is sharply contrasted against the absence of direct liability for directors responsible for supervising corporate activities under mHREDD laws. Failure to develop enforcement mechanisms against errant corporate managers is causing an enforcement gap.

Through examination of director civil liability regimes for corporate regulatory breaches in selected common and civil law jurisdictions, I identify examples of reasoning consistent with datum theory, a synthetic private international law method developed by Ehrenzweig, Jayme, and Marc-Philippe Weller. I argue that this method should be utilized to hold directors civilly liable for corporate breaches of mHREDD laws – and perhaps more.

ABOUT THE SPEAKER

Alan K. Koh (Dr jur, Frankfurt am Main; FHEA; Advocate & Solicitor, Singapore) is Assistant Professor of Business Law at Nanyang Business School (NBS), Nanyang Technological University, Singapore. He convenes the undergraduate course “Company Law & Corporate Governance” and co-convenes the master’s course “Sustainability and Law” at NBS. He previously taught full-time at NUS Law and has also taught on a visiting basis at Kobe University (where he is Research Scholar [部局研究員]), the University of Tokyo, Hitotsubashi University, Thammasat University, and Jagiellonian University in Krakow.

His research interests include comparative corporate law and governance, Asian laws, and the private international law of corporations. He has published in journals including American Journal of Comparative Law, University of Pennsylvania Journal of International Law, Vanderbilt Journal of Transnational Law, Journal of Corporate Law Studies, and Junkan Shōji Hōmu [旬刊商事法務]. He is the author of Shareholder Protection in Close Corporations (Cambridge University Press, 2022) and a co-editor and co-author of Introduction to Singapore Business Law [シンガポールビジネス法のエッセンス] (Chuōkeizaisha, 2022) (in Japanese).

An elected Associate Member of the International Academy of Comparative Law (since 2021), he served as a National Reporter for Singapore for two General Congresses of the Academy (2018, 2022). He is also Chair (since 2023) of the Scholarship Advisory Committee of the American Society of Comparative Law Younger Comparativists Committee.