Corporate Manslaughter & its Evolution in UK Legislation: Are Directors Actually  Held Liable

Abstract:

Under UK corporate law, the idea of corporate manslaughter has marked a significant  advancement in the responsibility of corporate organisations and their directors. The goal of this  article is to critically analyse the evolution of the concept of corporate manslaughter in UK statute  and the liability it imposes on corporate bodies and accountable individual employers. What are  the consequences of the legislation changing over time, from an identification doctrine to a strong  focus on the systemic failures of corporations? Has current statute been effective in holding  responsible directors criminally accountable to the extent that justifies the repercussions of their  authority? What are aspects of the law that have room for improvement in argumentative  discussions?

Introduction:

As corporate scandals come to light, such as the Piper Alpha disaster in 1988¹, the South rail crash  in 1997²and the Grenfell Tower fire in 2017³, stronger corporate accountability is demanded by  the public, especially in cases where corporate decisions or negligence cost lives.

A company is a separate legal entity, as established in Salomon v A. Salomon & Co Limited⁴and  can be held liable for a criminal offence like an individual because of its artificial personality, as  given in Legal Guidance on the topic ‘Corporate Prosecutions’ provided by the Crown Prosecution  Service (CPS) of the UK⁵. However, a company cannot be held liable for murder, piracy, treason  and offences committed outside the scope of employment as argued in R v ICR Haulage⁶. These  principles have prevented directors and shareholders from being held personally liable.

It is important to understand that instead of murder, the defendant is charged with manslaughter  where the victim is unlawfully killed but without the intention to kill or cause grievous bodily  harm, as provided by a CPS Legal Guidance, ‘Homicide: Murder, Manslaughter, infanticide and  cause or allowing the death or serious injury of a child or vulnerable adult’⁷.

Research Methodology:

This article uses a doctrinal legal research approach. It mainly considers primary legal sources like  statutes (specifically the Corporate Manslaughter and Corporate Homicide Act (CMCHA) 2007 and the Health and Safety at Work Act (HSWA) 1974) and court judgements in addition to  secondary legal sources like academic commentary, official reports, and comparative international  laws. To provide a comparative discussion, the laws of the United States, Canada, and Australia  are discussed. Analysis, which critically evaluates the adequacy, enforcement, and reform needs  of current legal provisions, is this study’s focus.

Background:

Before the CMCHA, under common law, a gross negligence manslaughter charge required the  identification of a ‘directing will and mind.’ The first explanation of this was given in Lennard’s  Carrying Co v. Asiatic Petroleum Co 1.⁸, which states that a company’s active and “directing will”  must be found in the person who is not an agent for whom the company is liable but for whom the  company is liable because their actions are the company’s actions.

This test was further explained in Bolton (Engineering) Co Ltd v TJ Graham & Sons Ltd⁹and R v  Andrews-Weatherfoil Ltd¹⁰. However, Tesco Supermarket Ltd v Nattrass¹¹ highlighted the  difficulty in attributing liability based on the ‘directing mind and will’ test. It came to the conclusion  that corporate officials serve as the company’s effective spokesperson as they were the “controlling  minds” in the organisation. However, because it is difficult to implement in large organisations with dispersed management structures and intricate hierarchies, this doctrine was argued to be  highly ineffective when large or international corporations were accused.

After heavy criticism, the issue was resolved in the context of manslaughter because of the  CMCHA 2007. This article aims to critically analyse whether the CMCHA has sufficiently  expanded the duty of care owed by corporations and if directors are genuinely held personally  accountable.

The Corporate Manslaughter and Corporate Homicide Act 2007:

On April 6, 2008, the Corporate Manslaughter and Corporate Homicide Act 2007 was enacted.  According to this, if an organisation’s actions result in the death of a victim and constitute a  violation of the duty of care given to the victim, the organisation is guilty of corporate  manslaughter¹².

The Act emphasises systematic failings rather than holding an individual responsible. It applies to  companies, government departments and police forces¹³, but most importantly, not to individual  people like directors or managers. Remedies are restricted to fines, remedial orders, and publicity  orders¹⁴ rather than custodial sentences or director disqualifications.

The case of Meridian Global Funds Management Asia Ltd v Securities Commission¹⁵ challenged  Tesco¹⁶. In this case the Privy Council held that the company was liable because even though  liability will attach due to the directing mind and will of the company, it could even attach when  knowledge on the part of the employees could be imputed to the knowledge of the corporation.

In 2010, the Law Commission released a Consultation Paper 2010 (‘Criminal Liability in  Regulatory Contexts, A Consultation Paper.’¹⁷) endorsing the approach in Meridian¹⁸. Proposal 13  of the paper seeks to recommend that courts avoid applying the identification doctrine by default and focus on the fundamental purpose of the statute¹⁹. This was also relied on in the case of  McNicholas Construction Co Ltd v Customs and Excise Commrs²⁰.

Authorities have, however, frequently backed Tesco²¹ over Meridian²². Further, in Serious Fraud  Office (SFO) v Barclays plc²³, it was determined that Tesco²⁴ remained the primary authority for  offences requiring proof of mens rea.

Considering the case law, although CMCHA provides an ability to hold establishments legally  accountable, large corporations are mostly immune. Further, directors and responsible personnel  remain protected from individual criminal culpability.

Health And Safety at Work etc. Act (HSWA) 1974:

The Health and Safety at Work Act 1974 is the leading legislation regulating occupational health  and safety. It establishes the duties employers have towards employees²⁵ and the public²⁶. It also  states the duties owed between employees²⁷ and duties owed by self-employed employees²⁸.  Section 37 of the Act enables prosecution of company officers²⁹. A management or director may  face criminal charges under Section 37 of the Health and Safety at Work etc. Act 1974 if the  offence was committed with their negligence, permission, or collaboration.

The duty owed by an employer is also established stating that that every employer must provide  security for, as reasonably possible, the health and safety of all its employees at the workplace³⁰.  Section 3 extends similar provisions to those persons other than employees who may be exposed  to risks to their health and safety because of the employer’s ‘undertaking’³¹. Further, stated in s33,  a failure to comply with either of these duties, in addition to others contained in ss 4–7, will result in criminal liability³². This is an avenue with potential scope for expansion; however, its use is  limited because of the need to prove ‘consent or complicity’ of company officers.

The provisions of Health and Safety at Work etc. Act 174 provides a narrow scope to hold  corporate individuals legally accountable in cases of fatal workplace deaths. Nevertheless, its underutilisation can be linked to the burden of evidence to prove the individual’s consent,  connivance or neglect. Its implementation is arguably unreliable and thus, consequently, its impact  lessened. 

Comparative Analysis:

1. Canada:

The Westray Mine incident of 1992³³ acted as a turning point in the development of manslaughter  laws in Canada. The Westray Bill³⁴ amended the existing Criminal Code and created provisions  that provided criminal offences against corporate liability. Under the Criminal Code of Canada, it  became law on March 31, 2004.

• Section 22.1 to Section 22.2 expands the range of employees who can be held liable for corporate manslaughter³⁵.
• Section 22.1 also expands criminal liability for offences where the corporation was found to be negligent³⁶.
• Section 22.2 considers intent, recklessness and willful blindness of corporate officials³⁷.

Most recent application of this Bill was in R v Metron Construction Corporation³⁸. The Court held  that a fine of C$200,000 was to be charged to the company for causing death by criminal  negligence. This was then increased on appeal to C$750,000, thus highlighting the importance of  corporate criminal liability in Canada.

In comparison, the CMCHA has a wider scope of holding individuals accountable for corporate  negligence as The Westray Bill³⁹ only deals with organisations’ criminal responsibility with a  heavy reliance on the identification doctrine.

2. Australia:

New penalties for industrial manslaughter of workers in South Australia for Commonwealth public  employees were established by the Work Health and Safety Act 2011 in July 2024. Industrial  manslaughter is the term used to describe the unlawful killing of an employee by a person  conducting a business or enterprise (PBCU) or an official of the PBCU. Penalties vary across  different states and territories, with penalties ranging from heavy fines against corporations and/or  lengthy imprisonment charges for individuals⁴⁰.

Recent cases of R v LH Holding Management Pty Ltd (Victoria)⁴¹ and R v Brisbane Auto Recycling  Pty Ltd (Queensland)⁴² demonstrated the importance imposed on employers to implement safety  regulations and their duty of proactiveness in ensuring that WHS duties are followed.

In comparison, Australia has adopted a much-balanced approach when identifying liability for  corporate manslaughter between corporate entities and individuals.

3. USA:

Although there is no uniform law for corporate manslaughter specifically, and laws vary across  different states, individual employees can be charged with manslaughter⁴³. Further, responsible  corporations cannot be held criminally liable. Proving corporate liability mostly requires  demonstrating a ‘gross deviation’ from a duty of care owed by senior management. Majority of the  penalties are fines, adverse publicity or equity fines.

In comparison, CMCHA places more importance on individual and corporate criminal liability as  US laws focus primarily on personal liability. In cases where corporations are found responsible,  proving this serves as a huge obstacle.

Recent Developments in UK Legislation:

Papers that comment on introducing the statutory offence of corporate manslaughter include:

1. The Law Commission 1996 paper on enacting the criminal code of involuntary manslaughter⁴⁴.
2. Home Office proposal paper in 2000 on reforming the law on involuntary manslaughter⁴⁵. 3. The Home Affairs and Work and Pension Committees on the Draft Bill on Corporate Manslaughter in 2005⁴⁶.
3. Sentencing Council Guidelines on corporate manslaughter that came into effect in February 2016. This provided frameworks for establishing starting points when deciding fines and categories for consistent judgements⁴⁷.
4. The Law Commission has published an options paper on 10 June 2022 discussing options for law reform. No changes have been made yet⁴⁸.

Suggestions For a Way Forward:

To improve accountability, the CMCHA should incorporate the personal responsibilities of senior  officials. The imposition of jail sentences and the link between convictions and director  disqualification would increase deterrence. International models can be used as a guide for  effective, logical modifications to UK company law.

1. Additional provisions in the CMCHA for individual criminal culpability in cases where the decisions of senior management cost lives.
2. Wider application of Health and Safety at Work Act 1974 to motivate prosecuting authorities under Section 37.
3. Systems for director disqualification when investigations and evaluations question the director’s suitability for his position after a CMCHA conviction.
4. A public records or public register for corporate offenders to promote accountability and openness.
5. Consider incorporating global laws of corporate manslaughter, such as those in Australia.

Conclusion:

With the CMCHA 2007, a major step was achieved to acknowledge corporate responsibility for  lethal irresponsibility. However, because it is unable to hold directors personally accountable, its  deterrent effect is compromised, and it fails to meet the public’s expectations of justice. Health and  safety laws⁴⁹ offer a limited scope of substitutes for holding individuals legally accountable, and  they are not always applied consistently. They do not have the same symbolic weight as criminal  homicide charges. Comparing worldwide jurisdictions reveals that people and companies may be  held responsible through effective legal systems and procedures. It is time for UK company law  to evolve and strike a balance between the moral necessity of accountability and the principle of  separate legal personality. Until then, can justice be served following corporate disasters?

Bibliography:

Table of Cases:

Table of Statutes & Bills:

Websites Used:

Books, Journals & Papers Used:

¹ Caledonia North Sea Ltd v British Telecommunications plc [2002] UKHL 4

² Thames Trains Ltd v Health and Safety Executive [2002] EWHC 1415 (QB)

³ Abel-Kader and others v Royal Borough of Kensington and Chelsea and others [2022] EWHC 2006 (QB) ⁴ Salomon v A. Salomon & Co Limited [1897] A.C. 22

⁵ CPS.Gov.UK, ‘Guide: Corporate Prosecutions’ (12 October 2021) <https://www.cps.gov.uk/legal guidance/corporate-prosecutions> accessed 22 July 2025.

⁶ R v ICR Haulage [1944] KB 551

⁷ CPS.Gov.UK, ‘Guide: Homicide: Murder, manslaughter, infanticide and causing or allowing the death or serious  injury of a child or vulnerable adult’ (15 October 2024) <https://www.cps.gov.uk/legal-guidance/homicide-murder manslaughter-infanticide-and-causing-or-allowing-death-or-serious> accessed 22 July 2025 

⁸ Lennard’s Carrying Co v. Asiatic Petroleum Co 1. [1915] AC 705

⁹ Bolton (Engineering) Co Ltd v TJ Graham & Sons Ltd [1957] 1 QB 159

¹⁰ R v Andrews-Weatherfoil Ltd [1972] 1 WLR 118

¹¹ Tesco Supermarket Ltd v Nattrass [1972] AC 153

¹² Corporate Manslaughter and Corporate Homicide Act (CMCHA) 2007 S1

¹³ CMCHA 2007 S1 (2)

¹⁴ CMCHA 2007 S1 (6)

¹⁵ Meridian Global Funds Management Asia Ltd v Securities Commission [1995] UKPC 5

¹⁶ Tesco (n11) 

¹⁷ Law Commission, ‘Criminal Liability in Regulatory Contexts, A Consultation Paper’ (Consultation Paper No.  195, The Stationery Office 2011)

¹⁸ Meridian (n15)

¹⁹ Law Commission (n17) p. 14

²⁰ McNicholas Construction Co Ltd v Customs and Excise Commrs [2000] EWHC 357 (Admin) ²¹ Tesco (n11) 

²² Meridian (n15)

²³ Serious Fraud Office (SFO) v Barclays plc [2018] EWHC 3055 (QB)

²⁴ Tesco (n11)

²⁵ Health And Safety at Work etc. Act (HSWA) 1974 S2

²⁶ HSWA 1974 s5, s4 and s5

²⁷ HSWA 1974 s7

²⁸ HSWA 1974 s3

²⁹ HSWA 1974 s37

³⁰ HSWA 1974 s2 (1)

³¹ HSWA 1974 s3

³² HSWA 1974 s33

³³ Phillips v Nova Scotia (Commission of Inquiry into the Westray Mine Tragedy) [1995] 2 SCR 97

³⁴ The Westray Bill, House of Commons, (37^th Parliament, second session) C-45

³⁵ Criminal Code R.S.C. 1985, c. C-46, s22.1 to s22.2

³⁶ Criminal Code R.S.C. 1985, c C-46, s22.1

³⁷ Criminal Code R.S.C. 1985, c C-46, s22.2

³⁸ R v Metron Construction Corporation 2013 ONCA 541

³⁹ The Westray Bill (n34)

⁴⁰ Work Health and Safety Act 2011, SECT 34A, s (1) 

⁴¹ R v LH Holding Management Pty Ltd & Hanna [2024] VSC 90 

⁴² R v Brisbane Auto Recycling Pty Ltd & Ors [2020] QDC 113

⁴³ 18 U.S.C. § 1112

⁴⁴ Law Commission, ‘Legislating the Criminal Code, Involuntary Manslaughter’ (Law Com No. 237,1996) ⁴⁵ Home Office, ‘Reforming the Law on Involuntary Manslaughter: The Government’s Proposals’ (The National  Archives, Kew, 2000)

⁴⁶ Draft Corporate Manslaughter HC Bill (2005-2006) [87]

⁴⁷ Sentencing Council, ‘Corporate Manslaughter’ (1 February 2016) <https://www.sentencingcouncil.org.uk/offences/crown-court/item/corporate-manslaughter/> accessed 22 July 2025.

⁴⁸ Law Commission, ‘Corporate Criminal Liability’ (10 June 2022) <https://lawcom.gov.uk/project/corporate criminal-liability/> accessed 22 July 2025

⁴⁹ HSWA 1974