The Responsible Investor Model Clauses (RIMCs)
The Responsible Investor Model Clauses (RIMCs) are model contract clauses designed to help investors and portfolio companies integrate human rights and environmental performance goals directly into their investment agreements.
In February 2025, the Responsible Contracting Project (RCP), together with the American Bar Association Business Law Section’s Corporate Sustainability Law Committee and in collaboration with the UN Principles for Responsible Investing (PRI), launched the Zero Draft of the RIMCs. Consultations are now underway to receive input from stakeholders on the Consultation Draft.
The RIMCs are a useful complement to the Investor Guidance on Responsible Contracting that RCP developed in collaboration with the Interfaith Center for Corporate Responsibility (ICCR) in 2023.
RIMCs Consultation Draft Timeline
The RIMCs Consultation Draft is now open for consultation, and feedback is encouraged to improve the clauses and ensure the first official version is a product of an inclusive, balanced, and legitimate process.
Feedback may be submitted via email, by using the online form below, and/or by participating in an upcoming consultation session. Please email RCP for more information or to register at info@responsiblecontracting.org. Submissions close on May 15, 2025.
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Session 1: Feb. 25, 2025; 12-1:30pm EST - ABA Business Law Section CSL Committee Working Group and other interested BLS and International Law Section lawyers
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Session 2: March 19, 2025; 10-11:30am EST - Civil society organizations and BHR consultancies
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Session 3: March 24, 2025; 1-2:30pm EST - Investors who identify as responsible investors, including impact investors, ethical investors, mission-driven, and ESG investors
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Session 4: April 2, 2025; 12-130pm EST - Development and public finance institutions and their (primarily legal) advisors
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Fall 2025 - RIMCs estimated publish date
The consultation period for the RIMCs will conclude in spring 2025, with the RIMCs 1.0 set to be published in fall 2025. Following publication, the RIMCs Working Group will collaborate with members of the ABA Business Law Section CSL Committee Task Force on implementation alongside PRI, a United Nations-supported network of investors that promotes sustainable investment.
The RIMCs Provisions and Principles
The RIMCs, which are editable and modular, provide guidance to members of the investment community on how to integrate human rights and environmental (HRE) performance goals directly into their agreements. The RIMCs may be of particular use to private equity and venture capital firms, portfolio companies (including public benefit corporations), and the growing number of portfolio managers who seek to distinguish themselves as responsible investors.
The RIMCs include provisions for multiple industry-standard documents between investors and portfolio companies, such as:
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Charters,
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right of first refusal and co-sale agreements
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shareholder and voting agreements
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investor rights agreements
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purchase agreements,
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and side letters.
The RIMCs are drafted in alignment with three Core RCP Principles (or the 3 “Rs”) of responsible contracting. They advocate a model of shared responsibility for upholding human rights and environmental standards between contracting parties. This model supports robust HREDD processes, promotes cooperation and transparency, and will ultimately lead to better outcomes.
Alignment With Hard and Soft Law
The RIMCs also reflect significant legislative developments regarding data collection, disclosure, and HREDD obligations. In particular, the RIMCs can assist in addressing legal requirements contained in the EU Corporate Sustainability Reporting Directive (CSRD) and the EU Corporate Sustainability Due Diligence Directive (CSDDD).
The RIMCs are also essential for investors working to integrate soft law principles found in the UN Guiding Principles on Business and Human Rights (UNGPs), the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (2023), the revised U.S. Government National Action Plan for Responsible Business Conduct, and other social responsibility principles in their investment portfolios.
The RIMCs are aligned with the following regulations and frameworks:
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EU Corporate Sustainability Reporting Directive (CSRD),
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EU Corporate Sustainability Due Diligence Directive (CSDDD),
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UN Guiding Principles on Business and Human Rights (UNGPs)
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OECD Guidelines for Multinational Enterprises on Responsible Business Conduct (2023)
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U.S. Government National Action Plan (NAP) for Responsible Business Conduct
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