A/HRC/32/19
E.
Target audience
19.
The guidance is addressed primarily to State agencies and judicial bodies concerned
with the development, administration and enforcement of domestic legal regimes that
regulate the respect by business enterprises of human rights. States can implement the
guidance in a variety of ways, for example, through a domestic legal review process, as part
of national action plans on business and human rights, as part of strategies to improve
access to justice or other processes as may be suitable to the particular domestic context.
The guidance will also be relevant to the work of policymakers and practitioners, including
those involved in legislative drafting, prosecutors and other law enforcement officials, and
national human rights institutions. The guidance may also help to inform the ongoing work
of international bodies with mandates relevant to business and human rights, including
human rights treaty bodies. Various elements of the guidance can be used to guide business
enterprises and may be drawn upon by other stakeholders, such as civil society
organizations and trade unions.
III. Three cross-cutting issues
20.
The addendum provides further context and explanation for each component of the
guidance. However, the following three issues have particular implications for corporate
accountability and access to remedy in cases of business-related human rights abuses and
are important to understand for effective implementation of the guidance.
A.
Structural and managerial complexity of business enterprises
21.
Business enterprises can take many legal and structural forms. They may be single
corporate entities (or “companies”) or a group of companies working together through
relationships on the basis of shared ownership, or contract, or both. The company law
doctrine of “separate corporate personality” is recognized in most, if not all, jurisdictions.
Under this doctrine, each company, as a separately incorporated legal entity, is treated as
having a separate existence from its owners and managers. Consequently, a company (a
parent company) that owns shares in another company (a subsidiary) will not generally be
held legally responsible for acts, omissions or liabilities of that subsidiary merely on the
basis of the shareholding.
22.
This means that legal liability for the adverse human rights impacts of a subsidiary’s
activities may not extend beyond the subsidiary itself, unless the liability of the parent
company can be established on some other basis (e.g., because of the parent company’s
own negligence in the way the subsidiary was managed or because of some specific
legislative provision).24 In many jurisdictions, however, the law relating to parent company
liability in cases of business-related human rights abuses is in the early stages of
development, creating an uncertain basis for legal action against parent companies (and
other constituent members of business enterprises). On the other hand, there will be cases in
which a claim against a parent company may be the only way of securing an effective
remedy for the human rights impacts of a subsidiary’s activities, such as where the
subsidiary has been dissolved, is insolvent or has insufficient resources to meet a legal
claim for damages.
24
See A/HRC/32/19.Add.1, paras. 6-23 and 42-56.
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