Parent Company Liability post-Vedanta 

1. Introduction

Since the UK Supreme Court's landmark 2019 judgment in Vedanta [2019] UKSC 20, there has been a steady stream of high-profile cases concerning parent company liability for the actions of overseas subsidiaries. This summary distils key themes from recent case law and suggests ways organisations can mitigate the risk of inadvertent parent company liability for the acts of subsidiaries.

2. What happened in Vedanta?

In Vedanta, a group of Zambian citizens brought negligence and breach of statutory duty claims against a UK mining company and its Zambian subsidiary over toxic emissions from the Nchanga copper mine. The defendants challenged the English court's jurisdiction and a central question was whether there was evidence that the UK parent company had assumed a duty of care towards the claimants. Although this was a question of Zambian law, the Supreme Court noted that Zambian negligence law is closely aligned with English law and turns on factual issues.

In rejecting the defendants' jurisdiction challenge, the Supreme Court clarified that parent company liability in negligence is not a distinct or novel concept, but depends on whether a duty of care arises between the parent and those harmed by the subsidiary’s actions. The existence of a parental duty is a "pure question of fact", primarily determined by the degree of the parent's intervention or assumption of responsibility for the subsidiary's operations – whether by controlling, supervising, advising management, or publicly holding itself out as doing so. In this case, there were indicators that the parent company had assumed such responsibility. In particular, a sustainability report highlighted the parent company's oversight. It said that the parent company had established group-wide environmental and sustainability standards, rolled them out through training and monitored compliance. The case settled out of court in 2021.

3. Developments post-Vedanta

Key themes from subsequent cases include:

• The importance of corporate operations and documents: In Okpabi v Royal Dutch Shell Plc [2021] UKSC 3 the Supreme Court emphasised that the parental duty is not automatic and requires a granular, fact-sensitive analysis and review of the available materials. The court reaffirmed that internal corporate documents are fundamental to establishing parental oversight and intervention. Evidence considered included groupwide control frameworks, employee witness statements concerning day-to-day operations, organisational structure, the actual conduct of the parent company, and public representations indicating an assumption of responsibility (e.g. in sustainability reports).
  
  Similarly, in Município de Mariana and others v BHP Group (UK) Ltd (formerly BHP Group plc) and another [2025] EWHC 3001 TCC the court considered the subsidiary's corporate governance (finding that BHP controlled board appointments) and had recourse to extensive disclosure in assessing BHP's control over its subsidiary. The court referred to spreadsheets sent by BHP to its subsidiary which set out "deadlines for deliverables on topics such as costs, cash flow, planning, production, projects, risk and critical incidents" and financial and technical audits, the findings of which were reported to BHP.
• Group actions: Many claims post-Vedanta are group claims. For example:
  • (i) Jalla v Royal Dutch Shell Plc [2023] UKSC 16 was a representative action brought on behalf of more than 27,000 individuals allegedly impacted by the 2011 Bonga oil spill off the coast of Nigeria. The Supreme Court ultimately concluded that as the spill was a one off event rather than a continuing nuisance, the claim was time-barred as a matter of Nigerian law.
  • (ii) Okpabi concerns two sets of proceedings. The Ogale proceedings, where the claimants are a Nigerian farming and fishing community of ~40,000, and the Bille proceedings, where the claimants are 2,335 individuals living in a remote riverine community in Nigeria. The claim is ongoing after a preliminary issues hearing on Nigerian law, judgment on which was handed down in June 2025.
  • (iii) Limbu v Dyson Technology Ltd [2024] EWCA Civ 1564 is a claim on behalf of Nepalese and Bangladeshi migrant workers who allege that they were trafficked to Malaysia and subjected to exploitative and abusive living and working conditions. The claim is ongoing, with a liability trial expected to take place in April 2027.
  • (iv) Catarina Oliveira Da Silva v Brazil Iron Ltd [2025] EWHC 606 (KB) involves 103 claimants who were residents of communities in Brazil allegedly impacted by unlawful pollution from the Fazenda Mocó iron ore mine. Notably, this group claim is not brought in respect of the Brazilian company that operated the mine; but instead against its two English-domiciled owners, with the second defendant being a wholly-owned subsidiary of the first. The claimants allege that both assumed "control and direction" over the Brazilian mine operator. The claim is continuing after the Court of Appeal refused the defendants' application for permission to appeal the High Court's finding that the English courts have jurisdiction to hear the claims.
  • (v) Município de Mariana is thought to be the largest group claim in England to-date and concerns claims brought on behalf of 600,000+ individuals impacted by the 2015 Fundão Dam disaster. The High Court initially struck out the claim, deeming it "irredeemably unmanageable"; however the Court of Appeal has allowed it to proceed, emphasising the wide range of case management tools available to the court. The High Court handed down its judgment in November 2025 (our article on the judgment is accessible here).
• "Piggyback" jurisdiction: Many of the claimants have adopted the strategy successfully deployed by the claimants in Vedanta to ensure that their claims are heard by the English courts, despite appearing to be more closely connected to another jurisdiction. The claimants commence proceedings in the English courts and serve the proceedings on the UK domiciled parent as of right. They are then able to obtain the court's permission to serve on the overseas subsidiary out of the jurisdiction on the basis that the subsidiary is a "necessary and proper party" to the proceedings.
  
  Unsurprisingly, this has resulted in jurisdiction challenges. However, in most cases the English courts have found in favour of retaining jurisdiction (see: Okpabi, Mariana; Limbu v Dyson Technology Ltd; Catarina Oliveira Da Silva v Brazil Iron Ltd), notwithstanding recognising that England and Wales was not the most natural forum for the dispute.
  
  We anticipate that claimants could also validly serve proceedings on a non-English parent company with a "place of business" in England and Wales, before using the "necessary and proper party" gateway to join the overseas subsidiary to the proceedings. Whether a company is deemed to have a "place of business" in the jurisdiction depends on the facts in each case and the adoption of such a strategy would likely result in challenges to the jurisdiction of the English courts.
• Access to justice: In each of Okpabi, Mariana, Limbu v Dyson Technology Ltd, and Catarina Oliveira Da Silva v Brazil Iron Ltd, the English courts accepted jurisdiction on the basis that there was a real risk of substantial justice not being achieved if the claims were to proceed in the jurisdictions of the overseas subsidiaries. Crucially, these claims involved claimants with little means and no access to funding arrangements which would be available to them in the UK. As explained by the Court of Appeal in Limbu, "if the defendants can be expected to have the very high standard of legal service in Malaysia which their resources permit, but the claimants only a lesser standard, whereas in England the claimants will also be represented by experienced and well resourced solicitors…that is a factor… which favours England as a more appropriate forum".
• The English courts can assess parent company liability, irrespective of governing law: As emphasised by the Supreme Court in Vedanta and Okpabi, the existence of a parental duty is often a "pure question of fact" and the English courts are able to make an assessment irrespective of the law governing the dispute. By way of illustration, Vedanta was governed by Zambian law, Okpabi by Nigerian law and Mariana by Brazilian law.
• Continuation of ESG related harm claims: Increasingly, large claims against parent companies in relation to wrongdoing by their overseas subsidiaries have ESG related causes of action, in particular socio-environmental damage, and human rights violations. We expect claims against parent companies of this nature to become increasingly common.

4. Key Takeaways

• Re-evaluate group relationships: Parent companies should decide, deliberately, how their corporate group is governed. Some will prioritise minimising the risk of being held liable for subsidiaries’ acts by limiting day‑to‑day intervention, while others will opt for stronger oversight and control to prevent negligence in the first place. Whatever approach is chosen, it should be a conscious policy applied consistently across the group.
• Audit and maintain robust policies and procedures: After deciding how the group will be governed, audit existing policies and procedures to ensure they reflect how the group operates (or will operate going forwards). Regularly review and update these documents. The extent of a parent company's oversight and involvement in the operations of its subsidiaries is a key consideration for the court when assessing parent company liability. The group's policies and procedures on delegation, responsibilities and reporting lines will be important evidence.
• Careful drafting of public-facing materials: Public facing documents such as annual reports, sustainability reports and financial statements should be carefully drafted. A parent company should not hold itself out as having a greater degree of control over its subsidiaries than it actually has.
• Consider insurance: Where possible, ensure that insurance covers tortious liability, cross-border litigation risks and the acts of subsidiaries.
• Prevention: In circumstances where a parent company opts for oversight and control over its subsidiaries' affairs such that the parent company could be held liable for a subsidiary's actions, identify and address risks related to subsidiaries early, and support subsidiaries in managing ongoing risks.
• Stay ahead: Keep abreast of legal, regulatory and industry guidelines and developments and revise practices as necessary.

5. Conclusion

The English courts are receptive to claims against UK-domiciled parent companies for subsidiaries’ wrongdoing, especially ESG-focused group actions with access to justice concerns. In most of the cases mentioned above, proceedings are ongoing. We can therefore expect further guidance from the courts on parent company liability in due course.

Other author: Melissa Sibley, Solicitor Apprentice