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PRIMER OCTOBER 2019

Loading sugar caneon truck in Tay Ninh,Vietnam.

INTRODUCTIONAttracting investment in agriculture has been a key policy goal ofgovernments in the global south. Development partners have supportedthese policies. But what do governments hope to achieve by attractinginvestment in the agricultural sector? Why are companies interested ininvesting? What is in it for local communities? And what is the role of lawyers?This primer provides an introduction to some of the key issues that arise inthe negotiation of contracts linked to investments in agriculture, and practicalguidance for how to approach common issues.1 Section 1 of this primeroutlines the typical goals of three important stakeholders – the government,companies, and communities who live on or near land on which a projectwill take place – along with the risks that each type of stakeholder faces.Section 2 discusses the role of contracts2 and lawyers, provides tips fornegotiations, and includes resources for further reading.

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FOOTNOTES

1. An earlier country-specific version of this primer was presented at a workshop co-organized by the Columbia Center on Sustainable Investment, the Sierra Leone Bar

Association, and Namati Sierra Leone. The workshop, attended by Sierra Leoneanlawyers in private practice and government lawyers, was held in July 2019.

2. The terms ‘agreement’ and ‘contract’ are used interchangeably throughout this primer.

AGRICULTURAL INVESTMENTS A PRIMER FOR HOST GOVERNMENT LAWYERS AND LOCAL LAWYERS IN PRIVATE PRACTICE

Introduction 2Stakeholders: general objectives and relevant risks 3How to realize the benefits and mitigate the risks? 4The role of contracts 5What types of contracts are relevant to the agriculture sector? 5Considerations for the company lawyer 6Considerations for the government lawyer 9

SOURCES & GUIDANCE DOCUMENTS 11

ACKNOWLEDGEMENTS 12

AUTHOR 12

TABLE OF CONTENTS

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corruption risks, which may be regulated by anti-briberylegislation of the company’s home country, with non-compliance resulting in prosecution, in addition to beingregulated by anti-corruption laws in the country in whichthe investment takes place.

LOCAL COMMUNITIESLocal communities may or may not be willing to discusswhether they wish to allow a company to use communityor family land for the company’s business purpose. In thecases where communities are open to negotiation,community members’ goals may be varied: for example,they may aim to secure jobs, and/or bargain for forms ofcompensation that could include monetary paymentsand the provision of social infrastructure. Various factorsaffect the likelihood of community priorities beingrealized through investment, including: the presence orabsence of genuine good-faith commitment bycompanies to provide that which is bargained for;whether the agreed bargain is concretized in a legallybinding contract that clearly details each party’s rightsand obligations; and whether communities have accessto independent and quality legal and other technicalsupport on an ongoing basis. Risks that communitiesmay face include loss of access to their lands withouttheir informed consent; forced displacement from theirlands without adequate compensation; and failure bythe relevant company to provide promised benefits,among others. These issues may lead to violations ofcommunity members’ human rights, affect communities’abilities to sustain their livelihoods, and lead to conflict.Environmental degradation is also a key risk thatcommunities face.

GOVERNMENTSIn seeking to attract investment into the agriculturalsector, governments hope to translate such investmentsinto increased food security as well as increased revenuefor the government (primarily through levying taxes orfees on a company’s operations). Governments may alsoexpect investments will create jobs, encourage linkagesbetween the agricultural sector and other parts of theeconomy, and promote infrastructure development.Achieving these aims requires carefully crafted policiesand laws, as well as sufficient government capacity andwill to implement those policies and laws. Governmentsface a number of potential risks in promoting investmentin agriculture, including the risk of conflict over land,environmental degradation, and failure to realize fiscaland non-fiscal benefits and objectives.

COMPANIESA company’s primary aim is to make a profit through itsbusiness ventures. This could be through growing andproducing agricultural products and selling suchproducts locally or on the international market. Or itcould be through acquiring rights in land to later sellthose rights at a profit when the value of the landappreciates. For companies to realize their profit aimthey generally need secure access to land that canfeasibly support their operations. Companies favorcontexts with a strong rule of law so that obligationsrelated to taxes, labor, and protection of theenvironment, among others, are clear and universallyapplied. Some common risks that companies faceinclude conflict over access to land, which may lead toloss of production or assets and to reputational damage;financial risks linked to change in commodity prices; and

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1. STAKEHOLDERS:GENERAL OBJECTIVES AND RELEVANT RISKS

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HOW TO REALIZE THE BENEFITSAND MITIGATE THE RISKS? Although governments, companies, and communitiescould all potentially benefit from increased investmentin agriculture, the desired benefits do not accrueautomatically. The implementation of good laws andcontracts can play an important role in mitigating risksassociated with investments in land. However, at timesrelevant laws go unimplemented and contractualobligations go unfulfilled. Where substantively soundlaws and contracts are in place, a failure to implementrelevant laws or contracts may in part be explained bylow institutional capacity to monitor company

operations, and may also be explained by fundamentalmisalignment between institutional incentives and whatthe law requires. These realities should inform how futurepolicies, laws, and contracts related to agriculturalinvestments are structured and monitored so thatpolicies, laws, and contracts are designed to createincentives for each stakeholder to act in ways that avoidthe potential risks associated with such investments.Governments’ role in this regard is particularly important,given their multiple goals and responsibilities. Not onlydo Governments have the task of attracting investmentin agriculture to promote food security and economicgrowth, but they also have the responsibility to do so ina sustainable and rights-respecting manner.

Palm oil plantation in Asia.

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WHAT TYPES OF CONTRACTSARE RELEVANT TO THEAGRICULTURE SECTOR? In some countries, contracts are concluded between thecommunity or family with legitimate tenure rights over theland in question and the company that intends to use theland for its operations. These “community-investorcontracts” may take the form of lease agreements, whichgive companies the rights to use land for a specifiedperiod of time in return for different forms ofcompensation, or benefit-sharing agreements if the familyor community does not have the ability to transfer rightsin land but will otherwise be affected by the investment.

A second type of agreement used in some countries isthe “investor-state contract,” which is an agreementbetween the State and a company. These agreementscan include provisions that transfer rights in land (if thegovernment has the right to do so); regulate the tax andenvironmental responsibilities of companies; agree onhow disputes will be resolved; and set local contentrequirements, including provisions on employment,training, and procurement, among others.

Domestic law, contracts, and international law all formpart of the legal framework that governs investments inagriculture. Depending on the country, domestic lawmay regulate aspects of investment in land andagriculture to varying degrees, with greater or lessreliance on contracts and other agreements to set theterms – both between the company and the state andbetween the community and the company.

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2. THE ROLE OF CONTRACTS

Ideally, laws should regulate most aspects ofhow investments in the sector operate, withcontracts (if considered necessary) dealing onlywith project-specific issues. If contracts areused as the main legal instrument forregulating the agricultural sector, Governmentsrisk creating a fragmented sector that is difficultto regulate and monitor, with different rulesapplying to different companies. In addition,too great an emphasis on contracting couldlead to the Government and/or communitiesending up with a poor deal due to perceived oractual asymmetries in bargaining powerbetween stakeholders, or asymmetries ininformation about the sector or the proposedbusiness. Companies also benefit from clearand detailed laws and regulations that areuniversally applied.

An Acacia Pennata plantationin Thailand.

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CONSIDERATIONS FOR THE COMPANYLAWYER WHO NEGOTIATES COMMUNITY-INVESTOR CONTRACTS AND INVESTOR-STATE CONTRACTSAs in every other client-lawyer relationship, a lawyer’srole is to provide the client with a clear understanding ofthe legal landscape, the risks involved, and the choicesavailable. In addition, and especially in the context offoreign companies investing in land, a local lawyer canplay the important role of providing advice on the localcontext more generally so that the client can makeinformed decisions. In order to do this, it is useful forlawyers to consider the client’s short- and long-termgoals, and to have an understanding of the sectorinvolved. Client goals and risks may vary. Yet oneoverarching consideration that lawyers, and in particularcompany lawyers, should bear in mind when advisingclients investing in land is that one-sided contracts thatheavily privilege the interests of one party over the otheroften lead to discontent that can potentially risk theviability of a company’s operations. Therefore, thestarting point for a negotiation should be orientedtoward creating long-term and mutually reinforcingrelationships between parties (parties to the contract, aswell as parties who stand to be affected by aninvestment), recognizing that the goodwill of thegovernment, landowners, and land users is key to thesuccess of an investment project. The following sub-sections outline considerations for company lawyerswho negotiate investor-state contracts and community-investor contracts.

Sector specificities and risksFor companies to realize their profit goal, secure accessto land is a pre-requisite. Because agricultural projectsare generally long-term and site-specific, gaining secureaccess to land on which to grow or source the relevantcrop or product requires companies to form andmaintain good relationships with those living on oraround the land to be used for a project. Community-investor contracts and investor-state contracts can shapehow those relationships will play out over the long-term.How the agreement is negotiated, as well as the terms

that make it into the contract, are thus integral to formingand maintaining good relationships between allinterested stakeholders.

Inclusive engagementInvestor-state contracts are often negotiated without theinclusion of those who live on or around the relevantland. The typically exclusionary nature of the investor-state negotiation process has the potential to increasethe risk of land-related conflict, especially if theagreements transfer interests in land without theknowledge or consultation of the affected communities.In the case of community-investor contracts, a similardynamic can exist: who the company negotiates withand how the engagement is conducted is critical tobuilding and maintaining the sustainable relationshipswith landowners and land users that are necessary tofurther a company’s long-term goals. Broad-basedconsultation is essential to ensuring that those who havean interest in the land have the opportunity to influencedecision-making and to communicate whether theyconsent to the company’s plans or not. Communitieshave not taken kindly to waking up to a company on theirdoorstep without consenting to the company’s presence,and companies should be aware of the value of broad-based consultation even if the law does not explicitlyrequire it. Inclusive engagement strategies can also helpto mitigate corruption risks that may arise if negotiationsare conducted behind closed doors without broadercommunity involvement.

Equitable benefit sharingWhat might seem like a win for a company client – forexample, inclusion of vaguely drafted local contentobligations or loosely worded compensation provisions(so as to retain flexibility for the company)– may inpractice create the type of risk that jeopardizes the abilityof a company to operate. For example, not specifying apayment date in the contract may create uncertainty forthe payment beneficiaries, which in turn may createfriction when expectations between the payor and payeeon timing do not align. Such risks can be mitigated byincluding specific, feasible, and time-bound obligations

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that are agreed on as part of an inclusive negotiationprocess and that provide certainty and predictability forthe landowners, land users, company or government. Onthe other hand, verbal promises that do not make it intothe contract, or contractual terms that are drafted in away that is inconsistent with one or both parties’understanding or expectations, can lead to ill willresulting in conflict or otherwise undermining the abilityof companies to maintain good relationships withsurrounding communities or with the state.

Respecting human rightsThe responsibility of companies to respect human rightsis set out in the United Nations Guiding Principles onBusiness and Human Rights (“UN Guiding Principles”) -“the authoritative global standard on business andhuman rights, unanimously endorsed by the UN HumanRights Council in 2011.”3 The UN Guiding Principles is ago-to resource for company lawyers looking tounderstand and advise clients on how to mitigate humanrights risks, including during the pre-negotiation andcontract negotiation stages, especially where domesticlaws are weak or lacking in detail.

A range of human rights can be negatively impacted byan agricultural operation. These include the right toproperty, the right to food, and the right to water, whichare often closely linked to and dependent on properrespect for land rights. Short excerpts of two of theoperational principles included in the UN GuidingPrinciples are set out below.

Social and human rights impact assessments can providea framework for human rights due diligence, andimportantly, for collecting data that can be used to informengagement strategies and risk management plans.

Some other key resources include: the Principles forResponsible Contracts, and the IBA Practical Guide onBusiness and Human Rights for Business Lawyers (seebox). The IFC Performance Standards – which isprincipally a risk mitigation tool – may also be looked tofor additional guidance.

3. Shift, UN Guiding Principles on Business and Human Rights, available at:https://www.shiftproject.org/un-guiding-principles/.

Lawyers who advise companies on a widevariety of corporate and commercial contracts –such as host state investment agreements, jointventure agreements, merger and acquisitionagreements, supply chain agreements – shouldbe aware of and understand how thosecontracts can be structured to help prevent andmitigate human rights harm.

The right contractual terms can create strongincentives for other parties to respect humanrights, where the other party has the capacityto do so.

Conversely, contract terms that increase humanrights risks or constrain the ability of the otherparty to address such risks, jeopardise thebusiness’s own responsibility to respect humanrights. However, the insertion of boilerplatehuman rights provisions into contracts, whichthe parties do not understand and regard asformality, will likely not lead by themselves toimproved human rights performance.

Source: IBA Practical Guide on Business and Human Rights for BusinessLawyers, 2016.

Source: Excerpts from the UN Guiding Principles.

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Practical considerations1. Advise clients of the short-, medium-, and long-term

risks of different approaches to acquiring rights in land.

a.This includes advising them on what the lawrequires and the appropriate steps to ensurecompliance, and, importantly, advising when goingbeyond what the law requires may be in their long-term interests. For example, advise clients tocomprehensively determine who the landownersand land users are in the desired area forinvestment. This is important so that the clientincludes all potentially affected parties in thenegotiations, rather than solely negotiating withcommunity leadership or the government. A moreinclusive engagement strategy can help to avoid theproblems that arise when companies fail to consultthe appropriate rights holders.

b. Another way to manage some of the risksassociated with acquiring rights in land is to adviseclients about the benefits of ensuring that thecommunity has impartial legal and otherprofessional representation throughout the process.This is important so that information and powerasymmetries in any negotiation process are mitigated.Without proper representation, there is a risk thatcommunities’ understanding of the impacts of anoperation may be incomplete, and that expectationsmay not be properly managed. In the long term, failureto meet expectations may lead to mistrust andconsequent problems.

2. Advise clients to be clear from the outset on the areaof land that they are interested in using. Oftencommunities are left in the dark about exactly whichareas of their land a company plans to use, which canlead to tensions or misunderstandings. When drawingup the community-investor agreement or investor-state contract, make sure to explain to your client whyit is important to be specific about the area needed forthe client’s project, and why including landowners andland users in the process of identifying anddemarcating land is important. Communities should

have the opportunity to decide which areas of landthey wish to allow companies access to and whichareas they will retain full access to. Including thecommunity in the process of creating a map of theland can also help in the process of explaining how alandowner or land user’s ability to access land may beimpaired or limited by operations in the future.

3. Be realistic with your client about the time it will taketo negotiate an agreement. Companies may want tomove quickly. While understandable, the corners cutin favor of efficiency often lead to problems down theline. Given the site-specific nature of agriculture, acompany cannot afford to have hostile landlords. Thetimetable for negotiations should account for the timerequired by communities to understand their rightsand to make internal decisions. It should also build inflexibility for the twists and turns that negotiation witha community may take.

4. Manage expectations and advise your client not to overpromise. Inflated expectations that latergo unfulfilled are likely to lead to bad feelings, andpossible disruptions to a company’s operations.Advise clients to be clear and specific about what theycan offer landowners and land users in return for theuse of their land. This includes being clear on when

and how relevant compensation will be exchanged orotherwise furnished.

5. Help your client think about the logistics for howbenefits will be delivered, now and in the future.When dealing with large numbers of landowners andland users the logistics of payments, the process ofhiring workers, and the delivery of other benefits canbe an involved undertaking, so it is important to ironout the details from the outset in order for thecompany to realistically assess its ability to deliver onits promises and put in place processes to ensure thatit does.

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CONSIDERATIONS FOR THE GOVERNMENTLAWYER WHO NEGOTIATES INVESTOR-STATE CONTRACTSAlignment with the lawWhere the government seeks to enter into an agreementwith a company, government lawyers should take careto ensure that any agreement between the State and acompany aligns with, and does not deviate from, the law.Although a straightforward point, foreign companieshave sometimes sought to use investor-state contractsto exclude the application of certain laws or futurechanges in laws; this should be avoided. Where the lawalready regulates a particular issue that is also includedin the contract, contractual terms should only raise thestandards with which companies must comply, ratherthan lowering standards below those already requiredby the law (which may be prohibited by law in any event).Some laws that may be relevant to investments inagriculture, and therefore relevant for governmentlawyers to review if such topics are covered by theinvestor-state contract, include laws on tax, theenvironment, local content, labor, land, water, humanrights, agriculture, forestry, access to information, andinvestment, among others. To ensure that contractualterms do not inadvertently conflict with existing laws, aprovision could be included in the agreement thatexplicitly states that in the event of any conflict with anylaws, the relevant law will prevail.

Alignment with existing governmentresponsibilities and goalsIn the context of investments in agriculture, thegovernment’s overarching responsibilities to “protectand provide”4 are engaged when:

1. the government sets terms upon which a companymay operate; and

2. when it regulates the behavior and operations ofsuch companies.

These responsibilities require ensuring that the countrygets a fair deal and that investment activities align andcontribute to economic development withoutcompromising the environment or the well-being ofcitizens. In the context of agricultural investment, “gettinga fair deal” includes securing certain fiscal benefitsthrough setting and collecting appropriate tax revenues,which can be invested to increase the welfare of thepeople. It also includes developing and implementinglaws that maximize the linkages with other parts of theeconomy. Importantly, governments have legally bindinghuman rights obligations under international law, and tocomply with those obligations, the government mustensure proper regulation of investment activities. Theseconsiderations are relevant to lawyers representinggovernments in any investor-state contract negotiation,as such agreements can be used as an instrument toadvance or undermine the government’s ability to fulfillthese responsibilities.

Principles of good practice include:

Aligning incoming investments with developmentplanning to ensure that investments contribute to abroader strategy that supports the sustainabledevelopment of the country’s economy.

Respecting the rights of landowners and land users,which includes facilitating meaningful participation ofpotentially affected people in decision making.Meaningful participation includes creating opportunitiesfor communities to make informed decisions around theuse of family- or community-owned land, free of coercionor duress.

Respecting, protecting, and fulfilling constitutional andinternational human rights legal obligations. Protectingagainst human rights harms requires governments to,among other measures, implement appropriatesafeguards in law and contracts, actively monitorongoing investments, and provide mechanisms toremedy any abuse that does occur.

4. Anne-Marie Slaughter, 3 Responsibilities Every Government Has Towards Its Citizens, WorldEconomic Forum, available at: https://www.weforum.org/agenda/2017/02/government-responsibility-to-citizens-anne-marie-slaughter/.

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Practical considerations1. In conjunction with relevant Government agencies,

support the government client to consider whetherthe details of a particular investment fit in withbroader development plans. To do this, it is goodpractice for government lawyers to prepare the firstdraft of the contract to make sure it aligns withdomestic law and with government goals, policies,and responsibilities from the start.

2. Consider how the fiscal and non-fiscal benefits thatthe government anticipates are reflected in law orin contract to ensure that the legal framework thatgoverns an investment supports the delivery ofanticipated benefits in clear, detailed, and legallybinding language.

3. Consider the extent to which the law adequatelyregulates investments in agriculture, and what mightneed to be negotiated in a contract (if anything).

a.Relevant questions to consider include: do laws,including land laws, adequately safeguard against thepotential negative impacts of agricultural investmenton land rights and human rights? For example, do thelaws ensure the participation of affected communitiesin decision-making around the use of their lands? Dolaws sufficiently protect communities from thedispossession of their lands without their consent? Dothe laws sufficiently regulate environmental impactsof agricultural investments and protect againstenvironmental degradation? Are effective remediesavailable if companies do not comply with the laws?If not, consider whether it is desirable for thecontract to supplement existing laws with higherstandards or measures. This could mean includingdetails in the contract on the measures that must betaken to anticipate, protect against, measure, and ifneeded, remedy the potential or actual humanrights and environmental impacts of the investment.

b.Does the contract support or at least not underminethe government in fulfilling its human rightsobligations to its people?

4. Resist attempts by companies to use contracts tostabilize, alter, or preclude the application ofexisting laws. This may include resisting theinclusion of contractual provisions that seek toexclude the application of certain laws, or of futurechanges in laws, as well as carefully consideringwhether any deviations from general tax laws,including by the grant of tax holidays or incentives,are in the country’s best interest.

5. Advise the government client to set clearexpectations early on so the company has clearparameters for its operations, and systematicallymonitor operations on an ongoing basis. Thisshould include expectations that the company willcomply with all laws, and act in accordance withprinciples of responsible agricultural investment,including relevant principles in the VoluntaryGuidelines on the Governance of Tenure and the UNGuiding Principles.

Workers harvest oil palm fruit in Malaysia.

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SOURCES & GUIDANCE DOCUMENTS» Guiding Principles on Large Scale Land Based Investments in

Africa, AU, ADB, UNECA. “The Guiding Principles on Large ScaleLand Based Investments (LSLBI) are the outcome of the desireby African Union Member States to ensure that investments inland benefit Member States and key stakeholders…The GuidingPrinciples seek to ensure the observance of international humanrights declarations and conventions as well as regionaldeclarations in the manner in which LSLBI are conducted.”

» IBA Practical Guide on Business and Human Rights for BusinessLawyers. “In order to help bar associations and lawyers betterunderstand [business and human rights], the IBA has prepared aPractical Guide for Business Lawyers on the Guiding Principlesthat would ‘set out in detail the core content of the UNGPs, howthey can be relevant to the advice provided to clients by individuallawyers subject to their unique professional standards and rules(whether they are in-house or external counsel acting in theirindividual capacity or as members of a law firm) and theirpotential implications for law firms as business enterprises witha responsibility to respect human rights themselves.’”

» IFC Performance Standards. “IFC’s Environmental and SocialPerformance Standards define IFC clients’ responsibilities formanaging their environmental and social risks. The eightPerformance Standards establish standards that the client is tomeet throughout the life of an investment by IFC:

Performance Standard 1: Assessment and Management ofEnvironmental and Social Risks and Impacts. Performance

Standard 2: Labor and Working Conditions. Performance

Standard 3: Resource Efficiency and Pollution Prevention.Performance Standard 4: Community Health, Safety, andSecurity. Performance Standard 5: Land Acquisition andInvoluntary Resettlement. Performance Standard 6: BiodiversityConservation and Sustainable Management of Living NaturalResources. Performance Standard 7: Indigenous Peoples.Performance Standard 8: Cultural Heritage”

The IFC Performance Standards are widely used by non- IFCclient companies and others to inform the management ofenvironmental and social risks.

» Principles for Responsible Contracts, UN. “This publicationidentifies 10 key principles to help integrate the management ofhuman rights risks into contract negotiations on investmentprojects between host State entities and foreign businessinvestors.” These principles were appended to the UN GuidingPrinciples, and thus should be read in conjunction with them.

» Responsible Governance and the Law, A Guide For Lawyers andLegal Service Providers, FAO. “This technical guide aims to assistimplementation of the [Voluntary] Guidelines [on the ResponsibleGovernance of Tenure]. It provides guidance on how to use thelaw to promote responsible governance of tenure of land, fisheries

and forests.” This guide covers: “i) how to appraise legalframeworks to assess the extent to which they are in line with theGuidelines; ii) how to prepare or revise legislation where needed;iii) how to ensure that legislation is duly implemented; and iv) howto use the Guidelines in the context of dispute settlement.”

» United Nations Guiding Principles on Business and HumanRights. The Guiding Principles provide guidance on steps to betaken in order to safeguard human rights in the context ofbusiness enterprises. “The Guiding Principles are grounded inrecognition of:

1. States’ existing obligations to respect, protect and full humanrights and fundamental freedoms;

2. The role of business enterprises as specialized organs ofsociety performing specialized functions, required to comply withall applicable laws and to respect human rights;

3. The need for rights and obligations to be matched toappropriate and effective remedies when breached.

These Guiding Principles apply to all States and to all businessenterprises, both transnational and others, regardless of theirsize, sector, location, ownership and structure.”

» Voluntary Guidelines on the Responsible Governance ofTenure, FAO. “The purpose of these Voluntary Guidelines is toserve as a reference and to provide guidance to improve thegovernance of tenure of land, fisheries and forests with theoverarching goal of achieving food security for all and to supportthe progressive realization of the right to adequate food in thecontext of national food security.” Chapter 12 provides guidanceon responsible investment in land.

Other resources

» Open Land Contracts guides and resources, CCSI.OpenLandContracts.org is an online repository of publiclyavailable contracts for large-scale land, agriculture, and forestryprojects. The repository includes the full text of contracts; plainlanguage summaries (also referred to as “annotations”) of keysocial, environmental, human rights, fiscal, and operationalterms in contracts; and tools for searching and comparingcontracts. The website also includes resources and guidancerelevant to contracts governing investments in land.

» Negotiation Support Portal, CCSI. This Portal aims to strengthen theaccessibility and visibility of available tools, resources, and technicalsupport to assist host governments planning, preparing for,negotiating, monitoring, and implementing large-scale investmentprojects in certain sectors, including the agricultural sector.

ccsi.columbia.edu

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Jerome Greene Hall 435 West 116th Street New York, NY 10027Phone: +1(212) 854-1830 Fax: +1(212) 854-7946

images cover: Sugarcane plantation in Thailand. © chanyutSribua-rawd; p. 2 © Tran Thanh Sang; p. 4 © atthle; p. 5 © NavinTar; p. 10 © KYTan. design onehemisphere.se

Acknowledgments

This report was funded by UKaid from theDepartment of International Development.The views expressed do not necessarily representthe views of the UK Government.

The author is grateful for the input, review, and support of Kaitlin Cordes, as well as theeditorial support of Ella Merrill. We would alsolike to thank Eleanor Thompson, LucianaAquino-Hagedorn, and Sam Szoke-Burke fortheir helpful comments on an earlier version of the primer.

About the Author

Tehtena Mebratu-Tsegaye is a Legal Researcher atthe Columbia Center on Sustainable Investment.