From Corporate Personality to Corporate Governance: The Transformation of International Human Rights Through Corporate Practice

Abstract

This chapter is concerned with the role of corporate governance systems in ensuring human rights respect. Rather than moving towards acceptance of corporations as international legal subjects with human rights obligations, the chapter argues that corporations become accepted as actors that should instrumentalize their own governance systems for human rights protection. To that end, there are two interlinked arguments: first, doctrinally it analyses how international frameworks in business and human rights, notably the UN Guiding Principles on Business and Human Rights, have led to accepting corporate governance structures as core instruments for ensuring corporate human rights respect at the expense of state-based human rights protection. Second, reviewing recent empirical studies on corporate practices regarding inclusion of human rights respect within their governance structure and comparing this to the related understanding in international human rights law, the chapter reveals how the origin, justification, and content of human rights as well as the required processes and remedies effectively lead to a transformation of human rights from a state-centric to a corporate-centric understanding. The chapter concludes by bringing into this transformation process the need for private law to address this ‘new reality’ of human rights protection.