Transitional Justice Obligations: What GCs and Law Firms Must Know When Contracting in Post-Conflict Jurisdictions

Why Sri Lanka's Accountability Delays Are a Commercial Signal, Not Just a Political Story

When Human Rights Watch urges a sitting president to end justice delays for war victims, the story is typically reported as a human rights matter. For general counsel and law firms advising multinationals, however, it carries a second message: operating in, sourcing from, or lending to jurisdictions where transitional justice obligations remain unresolved creates layered legal exposure that conventional risk matrices routinely underestimate.

Sri Lanka has been in various forms of post-conflict accountability conversation since the end of its civil war in 2009. Excavations of mass graves continue, families of the disappeared await answers, and successive governments have hesitated on prosecution. That hesitation is itself a legal and regulatory data point for any organisation with a Sri Lanka-facing supply chain, investment, or operational footprint.

What Transitional Justice Actually Requires, and Who Is Bound

Transitional justice is the body of mechanisms, including truth commissions, reparations programmes, institutional reforms, and criminal prosecutions, that states deploy to address systematic past abuses. The binding obligations flow from international humanitarian law, the Geneva Conventions, customary international law, and treaty commitments under the Convention Against Torture and the International Covenant on Civil and Political Rights.

States bear primary responsibility. Yet the corporate perimeter is widening. The UN Guiding Principles on Business and Human Rights (UNGPs), now fifteen years old, established a clear expectation that companies identify, prevent, and mitigate adverse human rights impacts in their operations and value chains. That expectation has since been hardened into statute across multiple jurisdictions: Germany's Supply Chain Due Diligence Act (LkSG) came into force in January 2023 for companies above 3,000 employees; France's Duty of Vigilance Law has applied since 2017; and the EU Corporate Sustainability Due Diligence Directive (CSDDD), adopted in 2024, creates mandatory due diligence obligations across the EU single market, with phased application beginning in 2027 for the largest companies.

None of these laws is Sri Lanka-specific. All of them are triggered wherever a company's supply chain touches a context where grave abuses have occurred and accountability mechanisms remain inadequate.

The Contract Changes These Frameworks Force

The practical impact on commercial contracts is direct and increasingly non-negotiable. Human rights due diligence legislation requires companies to conduct risk assessments, implement preventive measures, and establish grievance mechanisms. Contracts with suppliers, joint venture partners, and service providers in post-conflict environments must now reflect these requirements in several concrete ways.

First, representations and warranties must go beyond financial and regulatory compliance to address human rights conduct. A supplier in a post-conflict region should warrant that it does not employ practices associated with forced labour, land seizure linked to conflict displacement, or the suppression of worker grievances, all of which are elevated risks in environments where rule of law is recovering.

Second, audit rights clauses need to be tailored to local context. Standard audit provisions often assume a functioning regulatory infrastructure. Where transitional justice processes are incomplete, the absence of reliable state enforcement means contractual audit rights become a primary, rather than secondary, assurance mechanism.

Third, termination triggers should include material deterioration in a jurisdiction's human rights or rule-of-law indicators. This is not merely an ethical preference. Under the German LkSG and the forthcoming CSDDD, failure to act on identified risks can expose the contracting company to regulatory sanction and civil liability.

How Mandatory Human Rights Due Diligence Laws Apply Across Jurisdictions

The compliance landscape is no longer optional in several major trading blocs. The CSDDD will apply first to EU companies with over 5,000 employees and a worldwide turnover exceeding 1.5 billion euros, from 2027. Smaller companies and non-EU firms with significant EU market activity follow in subsequent years. Critically, the directive covers not only direct suppliers but extends, to the extent companies have "established business relationships," further up the value chain.

The UK's Modern Slavery Act requires annual transparency statements but stops short of imposing active due diligence obligations, a gap the government has acknowledged without yet legislating to close. Australia's Modern Slavery Act similarly operates on a disclosure basis. The United States has taken a sector-specific approach, with the Uyghur Forced Labor Prevention Act creating a rebuttable presumption that goods from certain regions are tainted, placing the burden of proof on importers.

For GCs managing multi-jurisdictional portfolios, the result is a patchwork where the most demanding standard, currently the CSDDD, sets the effective compliance floor for any company with meaningful EU exposure.

What General Counsel Should Do Now

The Sri Lanka situation is a useful stress test precisely because it illustrates a scenario where a state's transitional justice framework is formally acknowledged but practically stalled. Companies cannot simply point to government reassurances about prosecutions or truth commission timelines. The due diligence obligation requires an independent assessment of whether the risk is being adequately managed.

Practical steps include mapping supply chain exposure to post-conflict jurisdictions using publicly available indices such as the Fund for Peace Fragile States Index or the Business and Human Rights Resource Centre's tracking databases. Contracts with counterparties in those jurisdictions should be reviewed against the checklist implied by applicable mandatory due diligence laws. Where gaps exist, remediation should be documented: courts and regulators are increasingly attentive to whether a company took reasonable steps, not whether it achieved perfect outcomes.

Adira's contract intelligence tools allow legal teams to screen existing contract portfolios for the presence or absence of human rights clauses, flag jurisdiction-specific risk language, and draft provisions that meet the standard demanded by the most stringent applicable law. In an environment where transitional justice delays in one country can translate into board-level liability exposure in another, that kind of systematic contract visibility is no longer a luxury.