Biodiversity Law Is Coming: What In-House Teams Must Do Before It Arrives

The Climate Litigation Playbook Is Being Rerun

When the International Court of Justice delivered its advisory opinion on climate change obligations earlier this year, it reframed how governments and, by extension, corporations think about legal exposure. Scholars and advocates are now arguing that biodiversity deserves the same treatment. As one recent analysis on Verfassungsblog put it, researchers are actively debating whether we are already within a sixth mass extinction event.

Advisory opinions do not bind private parties directly. But they reshape the normative environment in which domestic courts, regulators and institutional investors operate. The climate advisory opinion has already been cited in national litigation and referenced in investor engagement letters. A biodiversity equivalent would accelerate the same pattern, and in-house teams that are watching this development from a distance are making a strategic error.

Why Biodiversity Risk Is Different from Climate Risk in Contracts

Climate obligations have been absorbed into commercial contracts relatively quickly because the underlying metrics are legible. Carbon pricing, emissions targets and net-zero commitments translate into measurable thresholds that can anchor contractual warranties, conditions and termination rights.

Biodiversity is harder to contractualise because the science is more granular and location-specific. A company's impact on biosphere integrity depends on its precise supply chain geography, its land-use footprint and the specific ecosystems involved. The Taskforce on Nature-related Financial Disclosures framework attempts to standardise this, but its adoption in contract drafting has been slow.

This gap between scientific consensus and contractual language creates real risk. A supplier contract that contains strong climate representations but says nothing about deforestation, water use or soil health may soon look like a contract that said nothing about Scope 3 emissions did five years ago: technically compliant but commercially and reputationally inadequate.

What an Advisory Opinion Would Actually Trigger

If an ICJ biodiversity advisory opinion materialises, the practical consequences for commercial contracts would unfold in stages.

First, national governments that are parties to the Convention on Biological Diversity and the Kunming-Montreal Global Biodiversity Framework would face intensified pressure to translate those commitments into domestic law. That means mandatory nature-related reporting, due diligence obligations covering supply chains and potentially liability rules for biodiversity damage.

Second, institutional investors would update their stewardship expectations. The same trajectory occurred after the Paris Agreement. Shareholder resolutions, engagement letters and eventually investment mandates began incorporating nature-positive language. Contracts with portfolio companies would follow.

Third, litigation risk would increase. Environmental NGOs have demonstrated an appetite for strategic litigation, and an ICJ opinion would provide a new normative anchor for domestic claims, including those framed in tort, human rights law or breach of environmental statutory duty.

Each of these stages has contractual implications. Supply chain agreements, joint venture terms, financing documents and real-estate leases all carry nature-related exposure that most in-house teams have not yet mapped.

Where Contract Drafting Is Currently Falling Short

The honest assessment is that most commercial contracts are not ready. Sustainability schedules, where they exist at all, tend to focus on carbon, modern slavery and basic environmental compliance. Nature-specific language, covering biodiversity net gain, ecosystem services, habitat connectivity or species impact, is rare outside of project finance and extractive industries.

This is partly a knowledge gap and partly a tooling gap. Lawyers drafting at pace cannot be expected to import complex ecological science into every commercial agreement. What they need is drafting guidance built into the tools they actually use, guidance that reflects the law of the jurisdiction they are working in and the specific sector and geography of the transaction.

That is precisely where AI-assisted contract drafting becomes genuinely useful rather than merely convenient. A system that understands EU taxonomy obligations, the UK Environment Act biodiversity net gain duty, or the requirements flowing from France's Duty of Vigilance law can flag where a draft is silent on nature-related risk and suggest proportionate language. Not boilerplate, but language calibrated to the counterparty, the governing law and the company's own existing commitments.

Getting Ahead of the Curve

In-house teams and law firms that acted early on climate contract language found themselves in a stronger position when regulation arrived. They had precedents, they had client conversations already banked and they had processes that did not need rebuilding from scratch.

Biodiversity law is at an earlier stage, which means there is still time to prepare thoughtfully rather than reactively. The right response is not to overhaul every contract today. It is to audit existing template libraries, identify which contract types carry the greatest nature-related exposure, and begin building appropriate representations, warranties and reporting obligations into standard forms.

The legal landscape for biodiversity is moving. The companies whose contracts reflect that reality, before the advisory opinion lands, before the domestic legislation follows, will be the ones who spend less time and money catching up later.