Key Takeaways:
- 10th Circuit applies three-part test to determine if OSHA can cite a management company for safety violations at an affiliate's site.
- The 10th Circuit on February 13, 2026 in UHS of Delaware, Inc. v. Occupational Safety and Health Review Commission confirmed that a management company could be held responsible for violations at a facility it did not own, but where it provided management services and assigned key personnel.
- Common ownership analysis confirms OSHA's capability to cite entirely separate affiliates who share the same "ultimate parent company."
The 10th Circuit has provided important guidance on when the Occupational Safety and Health Administration (OSHA) can hold a management company liable for workplace safety violations at a facility owned and operated by an affiliated, but not subsidiary, entity. This guidance is particularly relevant for integrated companies with complex corporate structures, such as those in healthcare, hospitality, and other industries where local operations, corporate management and ownership are often separated.
Background and Issue
OSHA cited both Cedar Springs Hospital Inc., the owner and operator of a psychiatric hospital, and UHS of Delaware Inc., the corporate-affiliated management company, for failing to provide adequate safety measures to protect employees from workplace violence at the hospital. In UHS of Delaware, Inc. v. Occupational Safety and Health Review Commission, No. 24-9521 (10th Cir. 2026), the central question on petition for review from an order of the Occupational Safety and Health Review Commission (OSHRC) was whether the management company could be held responsible for violations at a facility it did not own or operate but at which it provided management services for the operating company.
Legal Framework
OSHA's authority to cite a company for violations at an affiliate's worksite depends on whether the company is considered an "employer" at that worksite under the Occupational Safety and Health Act. The 10th Circuit, following the approach used by the OSHRC and other circuits, applied a three-part factual test to determine whether the affiliated management company could be treated as an employer at the hospital:
- Do the companies share a common worksite?
- Were the two companies integrated in matters of operations, safety and health?
- Did the two companies share responsibility through a common president, management, supervision or ownership?
Application
- Common Worksite: The management company's employees – acting as the CEO, CFO, and COO for the hospital – physically worked at the hospital, but the management company disputed that these individuals 1) were exposed to the same hazards as the hospital staff and 2) were working in their capacity as UHS employees when exposed to any hospital hazards. The 10th Circuit found the evidence sufficient for the OSHRC to treat the worksite as one common to both the owner of the hospital and the management company, in part because the executives testified that they had some limited interaction with patients.
- Integration of Operations: The management company, through its employees' roles on behalf of the hospital operator, was found to have provided oversight on safety matters, required staff to attend workplace training, reviewed safety plans and supervised key hospital personnel. This level of involvement supported the OSHRC's finding of integrated operations for workplace safety.
- Common Ownership: Both the management company and the hospital were wholly owned subsidiaries of the same parent company. Though the two corporate entities did not report to one another and did not share a president, management or supervision, based on past 10th Circuit precedent the shared ownership by the parent corporation alone is sufficient to satisfy the third prong of the test. Moreover, the 10th Circuit found that the "chain of ownership" did not matter even where intermediary affiliates separate the subsidiaries from the "ultimate parent company."
Result
The 10th Circuit found substantial evidence for the OSHRC's findings that all three elements of the test were met and therefore denied UHS of Delaware's (the management company) petition for review.
Key Takeaways for Employers
A management company that provides on-site executive or supervisory control for an affiliated company can be liable for safety violations at the affiliate's site. The three-part test is fact intensive and focuses on the reality of the working relationship, not just corporate formalities or the language in an agreement governing shared provision of services.
Just as important, the 10th Circuit's application of the common ownership analysis confirms OSHA's capability to cite entirely separate affiliates that share the same "ultimate parent company." Companies with shared management, integrated workplace safety operations or overlapping personnel should carefully assess their OSHA compliance obligations across all affiliated worksites to understand potential OSHA liability exposure.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
