Wyoming explicitly rejects any doctrine of respondeat superior resulting in liability on the part of a parent corporation for acts of its subsidiary.

In Morgan v. Baker Hughes, Inc, the United States Court of Appeals for the Tenth Circuit affirmed a jury verdict in favor of the parent company of a Wyoming subsidiary, finding that a parent company can only be held liable for the acts of its subsidiary if it had assumed some independent legal duty by retaining or exercising control over some aspect of the operation of the subsidiary corporation which was involved in the incident resulting in the plaintiff’s injuries.

In that case, an employee was crushed to death by a shipping container while operating a forklift in Casper, Wyoming. The deceased employee’s widow sued the employer, claiming that negligent safety practices caused her husband’s death.

A jury found in favor of the parent company, based on instructions provided regarding parent company liability. On appeal, the Tenth Circuit panel ruled that the district court correctly stated Wyoming law in its instructions to the jury and affirmed the verdict.

In the decision, the Tenth Circuit concluded that the Wyoming Supreme Court provides clear guidance regarding level of control of parent companies. “Merely advising a subsidiary on safety matters is not enough…. ‘General, generic,’ and optional guidelines are therefore insufficient to establish liability… In contrast, a parent corporation does not escape liability under this standard unless the subsidiary is ‘entirely free to do the work its own way.’”

The full text of this case, and other significant business cases, along with other legislative changes made during Wyoming’s latest legislative session, are captured in the 2020 edition of CSC®Publishing’s Wyoming Laws Governing Business Entities Annotated.

This latest edition features the full text of Title 17—Corporations, Partnerships and Associations from the Wyoming Statutes, updated through the 2020 legislative session. Related sections covering trade name registration and civil actions, as well as selected chapters from the Uniform Commercial Code regarding investment securities and secured transactions are also included.

The book is fully annotated with the latest case notes from state and federal courts interpreting the law, as well as the full text of three recent cases exploring Wyoming business law.

Readers will find an easy-to-reference Fee Schedule showing the Secretary of State’s required filing fees for various business services, as well as access to more than 60 Wyoming forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types via the Lexis Store download center. (Instructions on how to access the download center can be found on a separate enclosed letter.) A listing of forms and contact information for Wyoming is included in an appendix.

The book’s expansive index, sequential pagination, and page tabs make finding the information quicker and easier, while larger pages and a clean typeface enhance readability.

As with CSC’s other annotated statutory collections, Wyoming Laws Governing Business Entities is also available as an e-book and is part of the LexisNexis Digital Library.

To learn more about the 2020 Edition of Wyoming Laws Governing Business Entities, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.


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Wyoming court affirms ruling on liability of parent corporations for acts by subsidiaries