Expert Witness Journal Issue 66 April 2026 - Flipbook - Page 89
Parent Company
Liability post-Vedanta
by Jon Gale, Philip Linton, Patners & Chloe Meredith, Senior Expertise Lawyer at Ashurst.
1. Introduction
3. Developments post-Vedanta
Since the UK Supreme Court’s landmark 2019
judgment in Vedanta [2019] UKSC 20, there has been
a steady stream of high-pro昀椀le 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.
Key themes from subsequent cases include:
•
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.
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 (昀椀nding 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
昀氀ow, planning, production, projects, risk and critical
incidents” and 昀椀nancial and technical audits, the
昀椀ndings of which were reported to BHP.
In rejecting the defendants’ jurisdiction challenge,
the Supreme Court clari昀椀ed 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 groupwide environmental and sustainability standards,
rolled them out through training and monitored
compliance. The case settled out of court in 2021.
EXPERT WITNESS JOURNAL
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
rea昀케rmed that internal corporate documents
are fundamental to establishing parental
oversight and intervention. Evidence considered
included groupwide control frameworks,
employee witness statements concerning dayto-day operations, organisational structure,
the actual conduct of the parent company, and
public representations indicating an assumption
of responsibility (e.g. in sustainability reports).
•
Group actions: Many claims post-Vedanta are
group claims. For example:
•
87
(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 o昀昀 the coast of Nigeria. The Supreme
Court ultimately concluded that as the spill
was a one o昀昀 event rather than a continuing
nuisance, the claim was time-barred as a
matter of Nigerian law.
APRIL 2026
