Letter Templates

[DATE]

PRIVATE & CONFIDENTIAL

FAO: [RECIPIENT NAME]
[COMPANY NAME]
[COMPANY ADDRESS]
Email: [RECIPIENT EMAIL]

RE: NOTICE OF MATERIAL BUSINESS RISKS REGARDING [COMPANY NAME]'S OPERATIONS AND PARTNERSHIPS IN ISRAEL

Dear [RECIPIENT NAME],

I am writing to you in your capacity as [RECIPIENT TITLE] of [COMPANY NAME] regarding urgent material risks arising from your company's [operations in / partnerships with / supply chain links to] Israel.

This is not a consumer complaint. This is a formal notification of legal, reputational, and financial exposure that directly implicates the Board's fiduciary duties of oversight and compliance. Specifically, this concerns obligations under Section 172 of the UK Companies Act 2006, US fiduciary duties of oversight (Caremark duties), and the EU Corporate Sustainability Due Diligence Directive (CSDDD), which collectively mandate the promotion of long-term success and the mitigation of human rights risks.

Corporate Liability

The legal framework for corporate operations involving Israel has fundamentally shifted. While the International Court of Justice (ICJ) has identified a "plausible" risk of genocide, there is now an overwhelming consensus among the United Nations, international legal scholars, and every major human rights organisation (including Amnesty International and Human Rights Watch) that gross violations of International Humanitarian Law (IHL), war crimes, and crimes against humanity have taken place.

Furthermore, the ICC's issuance of arrest warrants for Israeli leadership regarding war crimes creates immediate liability for corporate complicity. This broad evidentiary base renders business-as-usual legally untenable.

Under the UN Guiding Principles on Business and Human Rights (UNGPs) and the OECD Guidelines for Multinational Enterprises, [COMPANY NAME] has a responsibility to conduct enhanced human rights due diligence in conflict-affected areas.

Identified Areas of Concern

Research indicates that [COMPANY NAME] is currently:

1. [Specific allegation or action 1]
2. [Specific allegation or action 2]
3. [Specific allegation or action 3]

The Material Risk

By maintaining these relationships, [COMPANY NAME] faces:

1. Legal Liability: Potential criminal liability for aiding and abetting war crimes and crimes against humanity under the US Alien Tort Statute, domestic criminal codes, and universal jurisdiction statutes in Europe.
2. Financial Exclusion: Risk of divestment by institutional investors (ESG funds, sovereign wealth funds) who are increasingly excluding assets linked to severe human rights violations to protect their own fiduciary positions.
3. Operational Disruption: Risk of supply chain instability, border delays, and employee refusal to work on contracts deemed unethical (see: "conscientious objection" rights in various jurisdictions).
4. Reputational Damage: Association with documented war crimes and plausible genocide is an uninsurable reputational risk that creates long-term brand damage and threatens the company's "Social License to Operate."

Request for Action

I respectfully request that the Board:

1. Review: Immediately commission an independent Third-Party Human Rights Impact Assessment (HRIA) regarding Israel-linked operations.
2. Disclose: Publish the findings of this assessment to shareholders in the next Annual Report or ESG disclosure.
3. Remediate: Suspend all business relationships that facilitate, directly or indirectly, the violations identified by the ICJ, UN bodies, and international human rights organisations.

I request a response within 14 working days outlining the steps [COMPANY NAME] will take to address these liabilities.

Yours sincerely,

[YOUR NAME]

[DATE]

PRIVATE & CONFIDENTIAL - FOR LEGAL PRIVILEGE REVIEW

FAO: The General Counsel / Chief Legal Officer
[COMPANY NAME]
[COMPANY ADDRESS]
Email: [RECIPIENT EMAIL]

RE: NOTICE OF POTENTIAL CRIMINAL LIABILITY AND REGULATORY BREACH REGARDING OPERATIONS IN ISRAEL

Dear General Counsel,

I am writing to formally notify [COMPANY NAME]'s Legal Department of material legal risks associated with the company's ongoing business relationships in Israel and the Occupied Palestinian Territories.

This correspondence serves as constructive notice regarding the changed legal landscape following the International Court of Justice (ICJ) rulings and the issuance of arrest warrants by the International Criminal Court (ICC).

1. Risk of Individual Criminal Liability

Under the Rome Statute of the International Criminal Court, liability for aiding and abetting war crimes and crimes against humanity extends to corporate officers who provide practical assistance, encouragement, or moral support to the commission of a crime.

- Knowledge Standard: The overwhelming consensus among UN bodies and human rights organisations that war crimes are occurring establishes the "knowledge" required for aiding and abetting liability.

- Domestic Incorporation: This liability is domesticated in the UK (International Criminal Court Act 2001) and poses risks under Universal Jurisdiction statutes in various EU member states.

2. Corporate Liability & Duty of Oversight

- US Liability (Alien Tort Statute & Caremark): Continued operations in a zone of "plausible genocide" (ICJ) exposes [COMPANY NAME] to litigation under the Alien Tort Statute. Furthermore, under In re Caremark International Inc. Derivative Litigation, the Board has a duty of oversight to ensure the company is not violating the law. Failure to monitor these risks constitutes a breach of fiduciary duty.

- EU Mandatory Due Diligence (CSDDD): The Corporate Sustainability Due Diligence Directive requires the identification and mitigation of adverse human rights impacts. Failure to act on the current evidence base constitutes a direct breach of these obligations.

3. Contractual Enforceability & Public Policy

[COMPANY NAME] may cite contractual obligations as a barrier to exit. However, contracts requiring performance that facilitates violations of peremptory norms of international law (jus cogens), such as apartheid or war crimes, are arguably unenforceable on grounds of Public Policy in both English and US Common Law courts.

4. Insurance & Uninsurable Risk

Standard Directors & Officers (D&O) liability insurance and Political Risk Insurance often contain exclusions for acts of war or criminal conduct. If [COMPANY NAME] is found to be complicit in violations of International Humanitarian Law, insurance coverage may be void, leaving the company and its directors personally exposed.

Request for Action

To discharge your duty to the corporation and mitigate these liabilities, I respectfully request:

1. Legal Review: An immediate legal opinion on the application of the UK Proceeds of Crime Act 2002 (regarding funds derived from settlement activity) and the US Tariff Act (forced labour).

2. Contract Audit: A review of all force majeure and material adverse change clauses in Israel-related contracts.

3. Preservation of Documents: Ensure all documents relating to due diligence decisions in this region are preserved for potential future litigation.

I await confirmation that a review is underway.

Yours sincerely,

[YOUR NAME]

[DATE]

FAO: Head of Investor Relations
[COMPANY NAME]
[COMPANY ADDRESS]
Email: [RECIPIENT EMAIL]

RE: MATERIAL ESG RISK FACTORS AND SHAREHOLDER VALUE IMPLICATIONS

Dear [RECIPIENT NAME],

I am writing to you regarding [COMPANY NAME]'s exposure to the Israel market and the significant material risks this poses to shareholder value, ESG ratings, and access to capital.

As an Investor Relations professional, your role is to accurately communicate risk to the market. The current consensus regarding war crimes and gross human rights violations in the region has transformed what was previously a "geopolitical issue" into a tangible Material Adverse Risk.

1. Threat to ESG Ratings & Index Inclusion

Major ESG rating agencies (including MSCI, Sustainalytics, and ISS) monitor "Severe Controversies." Association with the violation of UN Global Compact Principles (specifically Principle 1 and 2 regarding human rights) triggers automatic downgrades.

- Impact: A downgrade forces passive ESG funds and ETFs to divest automatically, creating downward pressure on [COMPANY NAME]'s share price.

- Exclusion Lists: Institutional investors (e.g., Norwegian Sovereign Wealth Fund, KLP, various UK LGPS funds) are placing companies on exclusion lists due to settlement involvement.

2. Cost of Capital & Financing

As banks and insurers align their portfolios with the UN Guiding Principles, companies flagged for human rights controversies face:

- Higher premiums for political risk insurance.
- Increased difficulty in securing sustainability-linked loans (SLLs).
- Higher coupon rates on bond issuances due to perceived governance risks.

3. Fiduciary Duty & Litigation Risk

Institutional shareholders are increasingly sensitive to Derivative Suits filed against Boards that fail to oversee human rights risks. By maintaining relationships with entities implicated in war crimes, [COMPANY NAME] exposes its shareholders to lengthy and costly litigation, unrelated to the core business, which acts as a drag on earnings.

4. Stranded Asset Risk

Investments in infrastructure or supply chains within the Occupied Palestinian Territories face the risk of becoming "Stranded Assets"—legally unusable, uninsurable, or subject to seizure as the legal framework around the occupation tightens (per the 2024 ICJ Advisory Opinion declaring the occupation illegal).

Request for Disclosure

In the interest of market transparency, I request that [COMPANY NAME] disclose in its next Quarterly Report or Earnings Call:

1. The percentage of revenue derived from operations linked to the Israeli Ministry of Defence or settlement infrastructure.

2. Whether the Audit Committee has reviewed the risk of assets becoming stranded due to international sanctions or legal rulings.

3. What specific steps are being taken to prevent an ESG rating downgrade due to these controversies.

I look forward to a detailed response to these material concerns.

Yours sincerely,

[YOUR NAME]

TO: [RECIPIENT NAME], Chief Procurement Officer, [COMPANY NAME]
EMAIL: [RECIPIENT EMAIL]
FROM: [YOUR NAME]
DATE: [DATE]
Subject: Urgent: Supply Chain Resilience & Compliance Risk Assessment - Israel Market Exposure

1. Executive Summary

This briefing outlines critical supply chain vulnerabilities regarding [COMPANY NAME]'s procurement activities involving [Israeli technology suppliers / operations / partnerships]. Recent international legal rulings and authoritative reports have reclassified Israel as a "High-Risk Conflict Zone." The consensus among UN bodies and human rights organisations regarding war crimes and gross human rights violations necessitates an immediate review of supplier compliance with global frameworks including the EU CSDDD, US Tariff Act, and UK Modern Slavery Act.

2. The Compliance Gap

Current procurement frameworks likely rely on standard vendor assessments. However, the documented evidence of International Humanitarian Law (IHL) violations renders standard audits insufficient.

- Conflict Minerals & Goods: Goods produced in or transiting through occupied territories face increasing customs scrutiny.

- Forced Labour & Detention: There are documented reports of Palestinian detainees being subjected to forced labour. This creates distinct liability under the US Tariff Act of 1930 (prohibiting goods made with forced labour) and similar EU regulations.

- Procurement Regulations: Public sector contracts in the EU and UK increasingly require strict adherence to "Social Value" and International Labour Organization (ILO) standards. Complicity in war crimes or crimes against humanity negates these compliance certifications.

3. Operational Risks to Continuity of Supply

Reliance on Israeli technology or industrial goods currently presents a Single Point of Failure (SPoF) risk:

- Logistics Disruptions: Port blockades and instability in the Red Sea/Eastern Mediterranean are increasing lead times and insurance costs.

- Mobilisation of Workforce: Significant percentages of the Israeli workforce are subject to military reserve duty, impacting vendor SLAs (Service Level Agreements) and delivery timelines.

- Sanctions & Embargo Risk: As international pressure mounts, there is a distinct possibility of future trade restrictions or targeted sanctions similar to those imposed on other states violating international law.

4. Recommended Mitigation Steps

To ensure [COMPANY NAME] remains compliant and secures its supply chain, I recommend the Procurement Office immediately:

1. Audit Tier 1 & Tier 2 Suppliers: Map all suppliers with HQs or manufacturing facilities in Israel or the Occupied Palestinian Territories.

2. Request Enhanced Disclosures: Require these suppliers to provide signed declarations that no part of their service delivery facilitates military operations, settlement infrastructure, or uses prison labour.

3. Diversify Supply: Activate "China Plus One" style diversification strategies to reduce dependency on this high-risk geography.

5. Conclusion

Ignoring these signals exposes [COMPANY NAME] to supply shocks and compliance failures across multiple jurisdictions.

[YOUR NAME]