Course description
This course explores how business regulation can be used as a tool to promote human rights and welfare, with a particular emphasis on sustainability and corporate responsibility. It examines the legal, economic, and ethical frameworks that shape corporate behavior in a globalized economy, and how regulatory mechanisms can be designed to align business practices with societal goals.

The course begins by addressing foundational questions: Why should business be regulated? What institutions are best suited to carry out this regulation? This theoretical foundation sets the stage for a deeper exploration of how regulation operates in practice, particularly within the European Union. Students will then study the EU’s evolving framework for corporate sustainability reporting and due diligence. These mechanisms, including the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD), reflect a shift toward mandatory transparency and accountability in corporate operations. The course will examine how these directives are implemented, their legal implications, and the challenges they pose for businesses and regulators alike.

In parallel, the course will address corporate liability in cases of non-compliance, exploring civil, administrative, and criminal enforcement mechanisms. This segment will highlight the legal consequences of failing to meet sustainability and human rights obligations, and the broader implications for corporate governance and risk management. Through the analysis of several cases, students will engage with the way sustainability clauses are applied in practice.

In the final weeks, the course turns to competition law and its intersection with sustainability and human rights. Students will analyze how traditional competition law principles are being reinterpreted to accommodate environmental and social concerns, and how recent decisions by the European Commission and the Court of Justice of the European Union reflect this evolving approach.

A central component of the course is a negotiation simulation in which students will represent either the European Union or China in designing a dispute resolution mechanism for a free trade agreement. This exercise allows students to apply their knowledge in a realistic, international setting, balancing legal principles, political constraints, and strategic interests. Simultaneously, they will explore how legal drafting can support responsible business conduct.

Throughout the course, students will be encouraged to think critically about the role of law in shaping corporate behavior and advancing societal goals. They will gain the analytical tools needed to assess regulatory frameworks, understand institutional choices, and evaluate the effectiveness of legal instruments in promoting human rights and welfare in the context of globalization.

Learning outcomes
By the end of the course, students from diverse academic backgrounds will be able to understand the legal, political, and economic dimensions of regulating business in support of human rights and welfare. It provides a multidisciplinary foundation for analyzing how different regulatory approaches can shape corporate behavior and market outcomes. Students will gain the tools to critically assess legal instruments, policy frameworks, and corporate practices, and to apply this knowledge in academic, professional, and policy-making contexts.

Teaching and assessment methods
Teaching
The course combines preparatory readings – including academic articles, book chapters, and official decisions – with in-class discussions. Readings will be distributed in advance, are mandatory, and form the foundation for classroom engagement and analysis.

Assessment
A. 2-hour written final essay: 50% of the final course mark
B. Class participation: 15% of the final course mark.
C. Essay and short presentation in class: 35% of the final course mark.

Syllabus (subject to changes during the course of the term)

Week 1
Introduction: Why regulate business for more welfare and human rights?
Readings: Sen, Development as Freedom, pp. 1-34; Pogge, World Poverty and Human Rights; Case Milieudefensie & Others v Royal Dutch Shell PLC (available under: https://www.bhr-law.org/court-cases/milieudefensie-and-others-v-royal-dutch-shell-plc).

Week 2
Why regulate business and with which institutions?
Readings: Komesar, Chapters 1, 2; Friedman, Capitalism and Freedom, pp. 1-37; UN Guiding Principles on Business and Human Rights (UNGPs), The Principles (not the Commentary); OECD Guidelines for Multinational Enterprises, Preface, Concepts and Principles (pp. 3-13); Case Sherpa and Others v Bolloré SA (available under: https://www.bhr-law.org/court-cases/sherpa-and-others-v-bollore-sa).

Week 3
International framework : UNGPs, OECD Guidelines, WTO, ILO
Readings: UN Guiding Principles on Business and Human Rights (UNGPs), Principles 1-6, 11-22, 25-27 (with commentary); OECD Guidelines for Multinational Enterprises (pp. 14-27); ILO Declaration on Fundamental Principles and Rights at Work (pp. 1-10); Case Okpabi v Royal Dutch Shell (available under: https://www.bhr-law.org/court-cases/okpabi-and-others-v-royal-dutch-shell-and-another); Case Total Climate Change (available under: https://www.bhr-law.org/court-cases/local-authorities-and-ngos-v-total-energies-se).

Week 4
EU sustainability reporting (CSRD)
Readings: Directive (EU) 2022/2464 (Recitals 6-20; Articles 1–5, 8–19); Neri-Castracane/Canapa/Brander, The Swiss and European Legislations on Business Human Rights : Gaps, extra-territorial application and reform needed towards harmonization.

Week 5
Corporate sustainability due diligence (CSDDD)
13th October: guest lecture (online) by Prof. Giulia Neri-Castracane, University of Geneva, The Swiss model of sustainability due diligence and reporting.
Readings: CSDDD (Recitals 1–20; Articles 1–11, 15–25); PWC, The Corporate Sustainability Due Diligence Directive, Zurich 2025; Sinnig/Zetzsche, The EU’s Corporate Sustainability Due Diligence Directive: From Disclosure to Mandatory Prevention of Adverse Sustainability Impacts in Supply Chains.

Week 6
Launch of the EU–China Dispute Resolution Mechanism negotiation + first rounds of negotiations

Week 7
Corporate liability (civil, administrative, criminal) in the EU and Switzerland
Readings: UN Guiding Principles on Business and Human Rights (UNGPs), Principles 25-31 (with commentary); CSRD (Article 33, 51); CSDDD (Article 24, 25, 27, 29); Swiss Code of obligations (available under: https://www.fedlex.admin.ch/eli/cc/27/317_321_377/en): Art. 41, 55, 754, 964a-964c; 964j-964l; Swiss Criminal Code (available under: https://www.fedlex.admin.ch/eli/cc/54/757_781_799/en): Art. 325bis-325ter); Case Total Uganda (available under: https://www.bhr-law.org/court-cases/friends-of-the-earth-france-and-others-v-total-energies-se); Case Shell Nigeria (available under: https://www.bhr-law.org/court-cases/okpabi-and-others-v-royal-dutch-shell-and-another); Case Asmania et al. vs Holcim (available under: https://www.bhr-law.org/court-cases/asmania_and_others_vs_holcim).

Week 8
Social entrepreneurship and corporate governance
10th November: guest lecture (online) by Prof. Sarah Dadush, Rutgers University, Founding Director, the Responsible Contracting Project, Contractualizing sustainability obligations: The US and European Experiences.
Reading: Sunstein/Hastie, Wiser, Introduction, Chapters 1, 6; Responsible Contracting Project, Core Principles of Responsible Contracting (available under: https://www.responsiblecontracting.org/core-principles).

Week 9
Foundations of competition law and sustainability
Reading: Whish/Bailey, Competition Law, Chapters 1, 2

Week 10
Competition law and environmental protection
Readings: European Commission, Horizontal Guidelines, para. 515-603; Whish/Bailey, Competition Law, pp. 679-684; Press releases of: ECJ, Case C-280/08P, Deutsche Telekom AG v Commission, para. 80; ECJ, Case C-251/22 P, Scania AB v Commission; Commission, CECED, OJ [2000] L 187/47, paras 30-37; Commission, 8th July 2021, Car Emissions; Commission, , Decision of 19 July 2016, Consumer Detergents, OJ [2011] C193/14 , paras 2, 71, 81; General Court, Case T-419/03, Altstoff Recycling Austria v Commission.

Week 11
Competition law and human rights
Readings: MacLennan/Vereecken/Senoner, EU Competition and EU Charter of Fundamental Rights: An Evolving Partnership; Darr, Competition Law and Human Rights: a Complex Relationship; Heinemann, Social Considerations in EU Competition Law: The Protection of Competition as a Cornerstone of the Social Market Economy, subtitles 5.1, 5.2.

Week 12
Final presentations – EU–China negotiation outcomes

Bibliography

Required readings
• Darr, Amber, “Competition Law and Human Rights: A Complex Relationship”, (2021) 78 Wirtschaft und Wettbewerb, 388.
• European Commission, Guidelines on the applicability of Article 101 of the Treaty on the Functioning of the European Union to horizontal co-operation agreements (Horizontal Guidelines), OJ (2023) C 259/1 (available under: https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:52023XC0721(01)).
• Heinemann, “Social Considerations in EU Competition Law: The Protection of Competition as a Cornerstone of the Social Market Economy”, in: Ferri, Delia/Cortese Fulvio (eds), The EU Social Market Economy and the Law: Theoretical Perspectives and Practical Challenges for the EU, London 2018, 29.
• ILO, Declaration on Fundamental Principles and Rights at Work and its Follow-up, Geneva 2022 (available under https://www.ilo.org/sites/default/files/2024-04/ILO_1998_Declaration_EN.pdf).
• Komesar, Neil K., Choosing Institutions in Law, Economics and Public Policy, Chicago/London 1994.
• MacLennan, Jacquelyn/Vereecken, Bram/Senoner, Aron, “EU Competition and EU Charter of Fundamental Rights: An Evolving Partnership”, (2020) Concurrences N 96586.
• Neri-Castracane, Giulia/Canapa, Damiano/Brander, Teymour, “The Swiss and European Legislations on Business Human Rights : Gaps, extra-territorial application and reform needed towards harmonization”, (2024) 25(4) European Business Organization Law Review, 809 (available under: https://link.springer.com/article/10.1007/s40804-024-00325-6).
• OECD, OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, Paris 2023 (available under: https://www.oecd.org/content/dam/oecd/en/publications/reports/2023/06/oecd-guidelines-for-multinational-enterprises-on-responsible-business-conduct_a0b49990/81f92357-en.pdf).
• Pogge, Thomas, “World Poverty and Human Rights”, (2005) 19(1) Ethics & International Affairs, pp. 17-7.
• PWC, The Corporate Sustainability Due Diligence Directive, Zurich 2025 (available under: https://www.pwc.ch/en/publications/2025/the-corporate-sustainability-due-diligence-directive.pdf).
• Responsible Contracting Project, The European Model Clauses (EMCs) for Responsible and Sustainable Supply Chains, July 2024 (available under: https://www.responsiblecontracting.org/_files/ugd/fcee10_39c79f6bd70f459c937b8ef2e4a2967b.pdf).
• Sen, Amartya, Development as Freedom, Oxford 1999.
• Sinnig, Julia/Zetzsche, Dirk A., “The EU’s Corporate Sustainability Due Diligence Directive: From Disclosure to Mandatory Prevention of Adverse Sustainability Impacts in Supply Chains”, (2025) 16(2) European Journal of Risk Regulation, 628 (available under: https://www.cambridge.org/core/journals/european-journal-of-risk-regulation/article/eus-corporate-sustainability-due-diligence-directive-from-disclosure-to-mandatory-prevention-of-adverse-sustainability-impacts-in-supply-chains/94BFE293A854586C5B3F2589D5E2F2E3).
• Sunstein, Cass R./Hastie Raid, Wiser, Boston 2014.
• United Nations, Guiding Principles on Business and Human Rights, New York/Geneva, 2011 (available under: https://www.ohchr.org/sites/default/files/documents/publications/guidingprinciplesbusinesshr_en.pdf).
• Whish, Richard/Bailey David, Competition Law, 10th ed., Oxford 2021.

Additional readings
• Andriychuk Oles, “The Concept of Sustainability in EU Competition Law: A Legal Realist Perspective”, (2021) 23 Yearbook of Antitrust and Regulatory Studies, 11.
• Malinauskaite, Jurgita, “Competition Law and Sustainability: EU and National Perspectives”, (2022) 13 Journal of European Competition Law and Practice, 336.
• Murray Fiona et al., Of Mice and Academics: Examining the Effect of Openness on Innovation, Working Paper 14819, 2009.
• OECD, Environmental considerations in competition enforcement, Paris 2021.
• OECD, Sustainability and Competition, Paris 2020.
• Russell, Andrew L., “‘Rough Consensus and Running Code’ and the Internet-OSI Standards War”, (2008) IEEE Annals History Computing, 48.
• Wettsein, Florian, Business and Human Rights: Ethical, Legal and Managerial Perspectives, Cambridge 2022.
• Wouters, David, “Which Sustainability Agreements Are Not Caught by Article 101 (1) TFEU?”, (2021) 12 Journal of European Competition Law and Practice, 257.
• Working Group to Draft Model Contract Clauses to Protect Human Rights in International Supply Chains American Bar Association Section of Business Law, Balancing Buyer and Supplier Responsibilities: Model Contract Clauses to Protect Workers in International Supply Chains, Version 2.0 (available under: https://www.americanbar.org/content/dam/aba/administrative/human_rights/contractual-clauses-project/mccs-full-report.pdf).

Last updated: September 9, 2025