Christopher Bruner

Rutgers Law professor Sarah Dadush presents working paper at final session of Georgia Law’s 2025 International Law Colloquium

The University of Georgia School of Law’s spring 2025 International Law Colloquium welcomed Sarah Dadush, Professor of Law at Rutgers Law School, who presented her working paper, “Shared Responsibility in Contract Law.” Professor Christopher Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center at Georgia Law, served as her faculty discussant. Dadush’s presentation marks the conclusion of the 2025 International Law Colloquium.

Dadush’s scholarly focus lies in business and human rights, consumer law, and social enterprise law. She also serves as the Director of the Responsible Contracting Project (RCP), a project designed to advocate for human rights and environmental due diligence in contract drafting. The RCP is located within the Rutgers Law School’s Center for Corporate Law and Governance.

Below is an abstract of Dadush’s working paper:

At first, the notion that there is such a thing as shared responsibility in American contract law may sound fanciful, if not absurd. A key reason why parties contract in the first place is to allocate risks and responsibilities between them and to clarify who must do what to move the collaboration forward. As such, contractual obligations are understood to be binary, belonging either to one party or the other, not both. In practice, this means that, if there is a breach, only the obligated party will be held responsible, not both. And, if remedies are awarded, they will flow only from the breaching to the non-breaching party, not between them. Thus, the notion that the parties might be contractually responsible not just for their own obligations, but also for those of their counterparty, seems incoherent.

And yet, as this Article shows, it is not uncommon for courts to go beyond the express terms of the contract to make the parties share responsibility for the performance of one another’s obligations. Thus shared responsibility: Each party is held responsible for the other’s contractual (non)performance, even in the absence of an express commitment to share responsibility for performance.

This Article “goes fishing” for shared responsibility in three key areas of contract law: The contents of the contract, breach, and remedies. It demonstrates that shared responsibility is brought to bear to resolve contract disputes more often and with greater legal effect than the simple, binary understanding of contract might predict. When it enters the judicial analysis, shared responsibility can drastically change the answers to the questions: Who had the obligation to perform? Who breached? And, finally, whose harm should be remedied and how?

Having shown that shared responsibility is already a prominent, if overlooked, feature of American contract law, this Article argues that, in certain situations, courts should employ shared responsibility as a default rule. Specifically, courts should employ a shared responsibility default (SRD) when the contract was breached, or otherwise failed, and (1) both parties contributed to the failure, and (2) the failure could, or has already, generated high social costs (e.g., public endangerment, human rights violations in supply chains, consumer deception). In such situations, the SRD would activate the tort law principles of comparative negligence and proximate cause in contract, holding both parties accountable for their respective contributions to the contract’s failure and related social costs. In doing so, the SRD would equip courts to resolve contract disputes in a manner that attends to both contract policy and public policy objectives.

This year, Professor Desirée LeClercq led the colloquium, which was designed to introduce students to features of international economic law through engagement with scholars in the international legal field. To view the full list of International Law Colloquium speakers, visit our website.

This program w made possible through the Kirbo Trust Endowed Faculty Enhancement Fund and the Talmadge Law Faculty Fund.

Georgia Law Professor Christopher Bruner presents on panel discussing sustainability and emerging markets

University of Georgia School of Law Professor Christopher M. Bruner presented on a panel titled “Sustainability and Emerging Markets” at the “Corporate Governance in the Global South” roundtable hosted by George Washington University Law School in Washington, D.C. The panel was moderated by Rosa Celorio, Associate Dean for International and Comparative Legal Studies and Burnett Family Distinguished Professorial Lecturer in International and Comparative Law and Policy at George Washington University Law School.

Christopher M. Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center.

Georgia Law Professor Christopher Bruner’s book featured by “Dare to Know!” podcast

University of Georgia School of Law Christopher M. Bruner was featured by the “Dare to Know!” podcast in March. The episode, titled “Re-Conceptualizing the Corporation: A New Approach,” focused on Bruner’s 2022 Oxford University Press book, The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future. The interview was conducted by Fabian Corver, a PhD student in philosophy at the University of Groningen in the Netherlands.

Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center. His scholarship focuses on corporate law, corporate governance, comparative law and sustainability.

Georgia Law alumna Victoria Agbakwuru (LL.M. ’24) publishes article on ESG reporting in Nigeria and other African countries

University of Georgia School of Law alumna Victoria Agbakwuru (LL.M. ’24) published an article earlier this month in the Penn State Journal of Law and International Affairs. The article, titled “A Comparative Analysis of ESG Reporting in Nigeria and Other African Countries,” reflects research conducted by Agbakwuru under the supervision of Georgia Law Professor Christopher M. Bruner during her time as a student.

From the article’s introduction:

This paper provides an in-depth insight into Environmental, Social, and Governance (ESG) reporting in Nigeria, Africa’s largest economy. The Adoption Readiness Working Group’s proposed implementation of the Sustainability Reporting in Nigeria would mandate ESG reporting. This paper also contrasts Nigeria’s reporting standards and regulations with those of other African nations, including Ghana, South Africa, and Egypt. It aims to provide a better understanding of ESG reporting in Africa, which would help investors and partners intending to invest in Africa.

Georgia Law Professor Christopher Bruner publishes article in Transnational Legal Theory

University of Georgia School of Law Professor Christopher M. Bruner published “Corporate Personhood, Corporate Rights, and the Contingency of Corporate Law” in the peer-reviewed journal Transnational Legal Theory (2025). The article was initially presented as a working paper at a conference titled “Decoding the Rights of Companies in the Technocene” at Lund University in Sweden.

Below is an abstract of the article:

Corporate personhood and corporate rights are co-constitutive in nature, meaning that they are mutually constructed – there is no singular, one-way causal path between a conception of corporate personhood and a conception of corporate rights. Consequently, modes of reasoning that purport to deduce the substance and extent of corporate rights from the mere fact of corporate personhood are logically circular. Although the relationship between corporate personhood and corporate rights is real and significant, this relationship cannot, in and of itself, comprehensively specify the content of corporate rights; their substance can only be specified by reference to external normative criteria. The upshot is that corporate law inevitably remains a socially and politically contingent field. Those advancing particular conceptions of corporate personhood and corporate rights should acknowledge the contingency of corporate law and present their preferred visions by reference to external normative criteria that they are prepared to acknowledge, describe, and defend.

Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center. His scholarship focuses on corporate law, corporate governance, comparative law and sustainability.

Georgia Law’s Environmental Law Association hosts Fernanda Hopenhaym, member of the UN Working Group on Business and Human Rights

Earlier this month, the University of Georgia School of Law’s Environmental Law Association hosted Fernanda Hopenhaym, member of the UN Working Group on Business and Human Rights, for a virtual event entitled “Corporate Environmental Responsibility: International Legal Frameworks and US Performance.” Georgia Law Professor Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law & Faculty Co-Director of the Dean Rusk International Law Center, moderated the conversation.

Hopenhaym and Bruner discussed the connection between environmental sustainability and human rights, exploring key dynamics, including how communities can suffer when their rights to food, clean water, and fair working conditions are compromised and how corporations are voluntarily improving their practices, but the complexity of their structures—spanning subsidiaries and global supply chains—makes full due diligence difficult. They also talked about where the U.S. stands on corporate compliance and the challenges in providing remedies for affected communities. They concluded the event by discussing the future of corporate accountability, particularly in the context of the ongoing UN Treaty on Business and Human Rights (BHR) process.

Hopenhaym is Co-Executive Director at Project on Organizing, Development, Education and Research (PODER), an organization in Latin America dedicated to corporate accountability. For twenty years, Ms. Hopenhaym has worked on economic, social and gender justice. Since 2006 Ms. Hopenhaym has been working on issues related to human rights and financial institutions and in the last ten years, she has focused specifically on business and human rights, working to advance corporate accountability and strengthen respect for human rights vis-a-vis private and public investments or development projects, and private sector operations. She has been involved in processes related to the implementation of the UN Guiding Principles, as well as in other processes regarding relevant instruments, such as the Binding Treaty negotiations and due diligence laws. She has conducted research on cases related to corporate impact on human rights and the environment and worked with and accompanied local communities affected by public/private projects in their pursuit of justice and remedy. She has conducted advocacy in the LAC region and globally to advance corporate accountability and human rights as well as leading training and capacity building on business and human rights related issues. From January 2019 to December 2021, Ms. Hopenhaym was Chair of the Board of ESCRNet, the international network for economic, social and cultural rights; she has been a board member of EarthRights International since early 2021 and an adviser to the Business and Human Rights Award Foundation since early 2020.

Georgia Law’s Environmental Law Association “seek[s] to further the development and advancement of environmental law through activities designed to increase environmental awareness among members of the community at large and the student bodies of the University of Georgia and the Georgia School of Law.” This year’s ELA President, Kellianne Elliott (J.D. ’26), and Carolina Ruiz (LL.M. ’26) organized this event.

Georgia Law Professor Christopher Bruner presents at Bucerius Law School in Hamburg, Germany

University of Georgia School of Law professor Christopher M. Bruner delivered his presentation “A Political Economy of Corporate Sustainability Reform in the United States” at the Sustainability in Corporate Law Conference at Bucerius Law School in Hamburg, Germany.

Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center. He holds a courtesy appointment at the UGA Terry College of Business. Bruner teaches a range of corporate and transactional subjects, and he has received the School of Law’s C. Ronald Ellington Award for Excellence in Teaching.

Georgia Law professor Christopher Bruner presents working paper at International Law Colloquium

The University of Georgia School of Law’s spring 2025 International Law Colloquium welcomed Professor Christopher Bruner, who presented his working paper, “Sustainable Corporate Governance and Prospects for a US Value Chain Due Diligence Law.” Joshua Barkan, Associate Professor in the Department of Geography at the University of Georgia, served as Bruner’s faculty discussant.

Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center. Bruner’s scholarship centers around corporate law, corporate governance, comparative law and sustainability.

Below is an abstract of Bruner’s working paper:

Laws requiring multinational companies to undertake due diligence to detect, prevent, and mitigate human rights and environmental abuses in their value chains have proliferated across Europe, and the European Union has adopted a directive to harmonise such national laws. This chapter assesses the prospects for enactment of such a value chain due diligence law in the United States.

Although such laws are often conceptualised as an extension of corporate law, they can just as readily be conceptualised as an extension of trade law – and the latter approach offers real potential to sidestep anti-ESG and anti-sustainability sentiment among the US political right. Packaged as a trade initiative, the prospects for bipartisanship improve because the political left and right can each embrace the effort by reference to policy preferences resonating with their respective bases. To the progressive left, such laws raise labour and environmental standards globally, while to the conservative right, such laws protect domestic industry from unfair foreign competition.

The chapter first examines corporate politics in the United States, discussing how fundamental corporate governance debates revolve around thorny ideological issues that strongly polarise the political left and right, diminishing the prospects for a value chain due diligence law conceptualised as an extension of corporate law. It then examines trade politics in the United States, discussing how framing by reference to trade improves the prospects for a US value chain due diligence law by sidestepping such ideological issues and giving both the political left and right plausible ways to view such a law as a victory for their respective bases. The chapter concludes with discussion of trade-offs raised by these differing modes of legal strategy and institutionalisation, observing that the corporate law approach offers broader reach with weaker enforcement while the trade law approach offers narrower reach with stronger enforcement.

This year, Professor Desirée LeClercq is overseeing the colloquium, which is designed to introduce students to features of international economic law through engagement with scholars in the international legal field. To view the full list of International Law Colloquium speakers, visit our website.

This program is made possible through the Kirbo Trust Endowed Faculty Enhancement Fund and the Talmadge Law Faculty Fund.

Georgia Law Professor Christopher Bruner featured in Insurance Day

University of Georgia School of Law professor Christopher M. Bruner was featured in Insurance Day, published by London-based Lloyd’s List Intelligence. The article by Ben Margulies, titled “Can the UK Capture Captives?,” discusses the UK government’s effort to create a competitive captive insurance regime.

Bruner shared his thoughts on the factors that make a jurisdiction attractive for establishing captive domiciles, suggesting that smaller jurisdictions can offer fast and flexible policymaking processes. Their small size “makes co-ordination much easier among all the relevant public and private constituencies and it renders their commitment to attractive regulatory structures more credible. They’re highly dependent on these service offerings economically and the market knows it.” London, however, offers competitive advantages in its own right. “London’s main advantage is the extraordinary breadth and depth of corporate and financial services offerings in one place,” Bruner explains. “It’s the ultimate one-stop shop, including in risk management, which provides a strong foundation in the form of pre-existing professional and regulatory know-how.”

Christopher M. Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center.

Georgia Law Professor Christopher Bruner featured on Law360

University of Georgia School of Law Professor Christopher M. Bruner was featured on Law360 regarding opportunities for international law firms amid shifting geopolitical landscapes. The article titled “What’s Next For The Global Legal Market In 2025?” was written by Cara Bayles and published December 5, 2024.

From the article:

Shrinking markets may even present opportunities for firms that “lean into the geopolitical conflict,” by representing Chinese companies in contentious regulatory matters with the U.S., according to Christopher Bruner, a professor of business law and international law at the University of Georgia School of Law.

“What for one firm might pose risks in terms of how they operate in China, for another might present opportunities if they are helping companies navigate those choppy geopolitical waters,” he said.

Christopher M. Bruner is the Stembler Family Distinguished Professor in Business Law at the University of Georgia School of Law and serves as a faculty co-director of the Dean Rusk International Law Center.