Value chain legislation, such as France’s loi de vigilance, reshapes the legal landscape governing global production. Through its conceptual core of due diligence, it effectively redraws the boundaries of home state jurisdiction by imposing certain obligations along the entire supply chain. This mechanism enables rules to ‘travel’ beyond national borders, scrutinizing foreign local laws in host states and curbing the legal arbitrage that lead firms often exploit when structuring their value chains. Consequently, due diligence directly engages with core issues of private international law (PIL), particularly regarding the extraterritorial application of domestic norms and the interplay of competing legal regimes.

Yet, voices from PIL have not been at the forefront of the heated legislative debate that preceded the loi de vigilance, with the debate remaining confined to different strategies of ensuring the applicability of the law to extraterritorial settings. This blog post argues that PIL ought to be understood as integral to and profoundly implicated in the regulatory project of due diligence. The discipline not only sets technical parameters for the jurisdictional scope of due diligence. It forms part of the legal fabric of global value chains which due diligence seeks to alter. And it offers the tools and language to address one of the most pressing critiques of due diligence laws—that they are ill-attuned to local realities and laws and effectively serve Global North interests more than they improve conditions in the Global South, thereby fortifying colonial patterns and hierarchies. As the pioneering codification of due diligence, the French loi de vigilance has set the tone for PIL debates around global production including on the Corporate Sustainability Due Diligence Directive (CSDDD). I will first lay out PIL’s contribution to the status quo of global value chains, before tracing how PIL comes into play in the loi de vigilance, and offering some anchors for broader engagement.

Private International Law as legal infrastructure of value chains

Just like private law in general, PIL has traditionally grappled with interconnected value chains—its focus remained on individual relations, contracts, and liabilities. This was never a mere analytical lacuna, but has real-world implications that made value chains in the eyes of some ‘the next big challenge for PIL’. When PIL and private law more broadly compartmentalize value chains, this ties in with corporate strategies to limit liability, distance themselves from rights violations, or outsource emissions. The loi de vigilance and other due diligence laws seek to limit the corporate strategies offered by choice of law and choice of jurisdiction. In other words, the loi de vigilance meets a reality already preconfigured through PIL. This requires PIL to reflect upon its constitutive role in structuring the global economy—a perspective that was absent in the earlier French debate, it appears.

The pioneering loi de vigilance: Translating the UNGP into hard law

As first-of-its-kind legislation, the loi de vigilance faced the challenge of translating the UN Guiding Principles on Business and Human Rights into binding legal norms. Influenced perhaps by John Ruggie’s well-known skepticism towards formal legal processes, the drafters opted for just four rather open-ended articles. In contrast, Germany’s Supply Chain Act contains 24 provisions, and the European Corporate Sustainability Due Diligence Directive spans 58 pages. Notably, the loi de vigilance makes no explicit reference to PIL. In terms of jurisdiction, the drafters could comfortably assume that French courts would be competent to hear cases against French companies under the Brussels I-bis regime. However, liability cases involving non-EU companies, such as foreign subsidiaries as codefendants, present further challenges. That said, French law has relatively flexible provisions on joinders, making such scenarios less complex than under the CSDDD.

A more intricate issue pertains to the international applicability of the loi de vigilance. Two dimensions must be distinguished. The first pertains to personal scope . The law applicable to companies in the EU (lex societatis) is generally determined by the statutory seat which companies can move quite freely. In determining its own personal scope, the loi de vigilance is hence confronted with the very reality of cross-border incorporation and strategic offshoring that it seeks to address. This means that for a company incorporated outside of France but with close economic and operational ties to France (‘real seat’), the loi de vigilance will in principle not apply. This limitation was identified as problematic and remedied in the scope of application of the CSDDD that explicitly includes non-EU companies.

The second dimension concerns the law applicable to damage claims under the loi de vigilance. The dominant view is that the loi de vigilance ought to be qualified as delictual, affecting the company’s external relations and therefore falling under the Rome II Regulation. For damages occuring abroad, Rome II generally refers to the law of the place of the damage (lex loci damni). For environmental damages, plaintiffs may also opt for the law of the event giving rise to the damage. To ensure its applicability to damages abroad, the French legislator thought of  the loi de vigilance as overriding mandatory provisons (loi de police) under Art. 16 of Rome II. This classification, implicitly affirmed by the Conseil Constitutionnel and parts of the literature may have been the most workeable solution for the French legislator. However, it rests on a problematic assumption of the inferiority of local law for plaintiffs. Regrettably, this approach has been reaffirmed without much debate on its implications in the CSDDD. It reflects a form of legal universalism and carries a certain unilateralism and comes with an absoluteness that may disadvantage certain victims, while dovetailing with developmental and decolonial critiques of due diligence. A proposal by the European Parliament’s JURI Committee to amend Rome II to offer plaintiffs wider options in business-related human rights claims was ultimately rejected.

PIL as reframing technique: Asking the unspoken questions

The diverse PIL strategies employed to ensure a global reach of the loi de vigilance are not the only instances where PIL actively shapes due diligence. As a legal discipline of second order, PIL prompts us to rethink the very framings we give to legal questions. First, it requires recognizing how the supposedly depoliticized and technical nature of PIL has contributed to the excesses of economic globalization. Second, PIL’s ability to distill a well-defined conflict from a complex set of facts allows us to ask critical questions about the global economy that often go unaddressed. Global value chains create connections between actors, sites, and processes, as well as between colonial pasts and neo-colonial patterns in today’s economy—connections which are often in the blind spots of legal frameworks. How does the law contribute to obscuring these connections through concepts such as territory, legal personhood, and limited liability? How can due diligence illuminate these connections in law, while remaining sensitive to the competing, and at times incompatible, visions of sustainability across different global contexts? Just like PIL-inspired thinking has earlier been extrapolated to critique the legal architecture of the EU, it holds promise as a legal form that could support the regulatory vision and potential new political ecology that due diligence may usher in. Now that the French loi de vigilance sees its first cases move to the stage of substantive assessment, it will become a key reference on the multifaceted role of PIL in corporate accountability.