Faculty Spotlight: Kish Parella Kish Parella is Class of 1960 Professor of Ethics and Law and 2024 Teacher of the Year.

By Jeff Hanna
July 8, 2024

Kish Parella is the Class of 1960 Professor of Ethics and Law at W&L Law. Prior to joining W&L Law in 2013, she practiced investor-state dispute settlement at Cleary Gottlieb Steen & Hamilton LLP, where her practice involved defending sovereign governments before international tribunals regarding their alleged violations of international investment law.

After joining the legal academy, Parella focused on other ways that international law is enforced that do not involve a court or tribunal.  It’s a particularly important question to explore when it comes to corporate conduct, which may involve violations of international law but there are limited opportunities to hold corporate actors accountable.  In her research and scholarship, Parella explores the relationship between corporate governance and international law and explains to corporate executives why they need to start thinking about compliance with international law when they make otherwise routine business decisions.

For example, after the Russian invasion of Ukraine, hundreds of companies from around the world had to decide how to respond. If they had business interests in Russia, would they remain? Scale back? Pull out entirely? Would they seek to assist Ukraine? Parella began researching the reasons companies responded as they did. Only seven months after the Russian invasion of Ukraine, Parella argued in her article “Corporate Foreign Policy in War” (Boston College Law Review) that supply-side factors explained many of the stay or leave decisions as much as demand-side factors, such as boycotts or social media campaigns. Parella posited that corporate business models, contract designs, political risk insurance, and international investment law were also important. Parella saw the situation as a cautionary tale for companies that might find themselves embroiled in a geopolitical crisis, realizing only too late that their ability to turn on a dime is limited by decisions they made 10 years earlier.

“Say you were a company that decided to go into Russia using a particular business model because you thought it would give you a low-cost option,” she said. “Years later you might find that the low-cost option tied your hands when it came to closing your stores or exiting from Russia and that your inability to do that exposed you to reputational risk and other kinds of risk.”

These same issues were the subject of W&L’s annual Institute for Honor symposium that Parella directed in February 2023. The symposium was titled “McDonald’s vs. Putin: Corporate Responsibility in Times of Armed Conflict” and featured a keynote address by David Scheffer, the first U.S. Ambassador at Large for War Crimes Issues.

Parella explained that she approaches her research by first identifying a question before taking a position. As an example, her article “International Law in the Boardroom” (Cornell Law Review) began when she asked what it means to incorporate international law into corporate governance. Through cases studies on climate change, human rights and sustainable development, she concluded that a company’s compliance with international law is frequently motivated by a desire “to manage risks, appease stakeholders, and advance corporate purpose and strategy.” International law, said Parella, can provide a baseline of expectation for companies, especially regarding human rights.

Parella has advised government officials, corporate executives, and United Nations working groups and serves on the Executive Council of the American Society of International Law, which was founded in 1906 and has nearly 4,000 members from more than 100 nations.  Based on her experience, she observes: “There is a consensus emerging regarding what responsible business conduct looks like — a strong consensus among stakeholders as to what they want companies to do to avoid committing human rights abuses.”

Parella takes particular pleasure in sharing her work with non-academics and especially in getting their feedback.

“The best thing someone can say to me, if they’re a practicing attorney or a businessperson, is,  ‘You’re asking the exact questions we’re struggling with’,” said Parella. “I presented my research at a W&L alumni event not long ago and heard some of those comments. There’s nothing better for an academic than to be exploring something that is timely and impactful.”

In the classroom, Parella said her research informs her teaching in several ways. First, she wants her students to see the law as a problem-based profession and to avoid thinking in silos. She also wants their work to be deeply practical.

“For example, my first-year students in Contracts do at least one exercise in which they negotiate and draft a term sheet for a contract. And when we read a case, we ask how the lawyer and parties would have designed their contract differently if they’d know how terribly a deal would go?”

In the first four weeks of her course on corporate compliance, students gave presentations on how different companies adhered to the United Nations Guiding Principles on Business and Human Rights.

“They did a beautiful job of analysis. I could have walked them into a corporate boardroom and turned them loose,” she said.

Not only does her scholarship influence her teaching, said Parella, but the opposite happens as well. Two of her recent articles were based on an insight she gleaned while teaching Contracts. As she explained, something “just clicked” in the moment, and she saw the problem clearly.

One of those papers, “Protecting Third Parties in Contacts,” appeared in the American Business Journal where a footnote reads: “I am grateful to my 1L contracts and torts students for inspiring this project.”

“That’s a fairly typical case,” Parella said, who was selected by law students as the 2024 Teacher of the Year. “My students will often make comments that make me think about things differently, even if I don’t change my mind. The learning process goes in both directions.”

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