Ultimate-Parent Common Ownership and On-Site Safety Oversight Can Render a Management Affiliate an OSHA “Employer”

1. Introduction

In UHS of Delaware v. Occupational Health and Safety Review Commission (10th Cir. Feb. 13, 2026), the Tenth Circuit addressed when a management-company affiliate may be treated as an “employer” subject to OSHA liability for hazards at a related entity’s facility. The underlying citations arose from alleged failures to implement adequate protections against workplace violence at a Colorado psychiatric hospital, Cedar Springs Hospital, under the OSH Act’s General Duty Clause, 29 U.S.C. § 654(a)(1).

The owner-operator of the hospital was Cedar Springs Hospital, Inc. The management company was UHS of Delaware, Inc. OSHA pursued administrative penalties against both. The central issue on review was not whether a hazard existed, but whether the management affiliate’s relationship to the hospital was sufficient to treat it as an OSHA-citable “employer” for employees at the psychiatric hospital.

The Occupational Safety and Health Review Commission (the “Review Commission”) applied a three-part test to determine whether two companies functioned as a single employer for OSHA purposes:

  1. Do the companies share a common worksite?
  2. Were the two companies integrated in matters of operations, safety, and health?
  3. Did the two companies share responsibility through a common president, management, supervision, or ownership?

The parties agreed to the use of this test, and the court assumed (without deciding) the test’s correctness. The Tenth Circuit then reviewed whether substantial evidence supported the Commission’s affirmative findings on each question.

2. Summary of the Opinion

The Tenth Circuit denied UHS of Delaware’s petition for review, holding that substantial evidence supported the Review Commission’s determination that UHS of Delaware acted as an employer at the psychiatric hospital.

The court emphasized three evidentiary pillars:

  • Common worksite: UHS of Delaware assigned at least three of its employees to work as hospital executives and stipulated that its employees were exposed at the hospital to the hazard of workplace violence.
  • Integration of safety and health operations: Evidence showed UHS of Delaware provided oversight on workplace violence training, incident reporting mechanisms, injury trend tracking, and review/approval of the workplace violence plan.
  • Common ownership: Even if there was no shared president/management/supervision, both entities were wholly owned subsidiaries under the same ultimate parent, Universal Health Services, Inc., satisfying the third element’s disjunctive requirement.

3. Analysis

A. Precedents Cited

1) Sec'y of Labor v. UHS of Westwood Pembroke, Inc., 2022 O.S.H.D. (CCH) P 33872, 2022 WL 774272, at *2 (Occup. Safety & Health Rev. Comm'n Mar. 3, 2022)

This Review Commission decision supplied the three-question framework used to decide whether affiliated entities should be treated as a single employer for OSHA liability. The Tenth Circuit did not independently validate the doctrine’s pedigree; instead, because the parties agreed to the test, the court used it as the operative standard and evaluated whether the Commission’s factual findings were supported by substantial evidence.

2) UHS of Delaware, Inc. v. Sec'y of Labor, 140 F.4th 1329 (11th Cir. 2025)

The Eleventh Circuit’s earlier decision—also involving UHS of Delaware and a psychiatric facility—was the opinion’s most influential comparator. The Tenth Circuit repeatedly relied on it for key interpretive moves:

  • Worksite focus on hazard exposure: The court cited the Eleventh Circuit’s approach that the “common worksite” inquiry turns on where employees faced the hazard, not on corporate headquarters geography.
  • Affiliation does not preclude “common worksite”: Even where UHS of Delaware employees served as executives of the hospital rather than executives of UHS of Delaware itself, the worksite could still be common.
  • Integration evidence: The Eleventh Circuit’s acceptance of safety oversight and document submission as probative supported the Commission’s integration finding here.
  • Common ownership via ultimate parent: The opinion treated “ultimate parent company” commonality as sufficient for the third element even where an intermediary subsidiary tier existed.

In effect, the Tenth Circuit aligned itself with the Eleventh Circuit’s pragmatic, function-and-exposure-based analysis of OSHA employer status in vertically integrated healthcare corporate structures.

3) A.C. Castle Constr. Co. v. Acosta, 882 F.3d 34 (1st Cir. 2018)

The court used A.C. Castle to reinforce two propositions:

  • Worksite commonality can be assessed by focusing on where hazard exposure occurs, rather than where corporate offices are located.
  • Integration in safety operations may be shown by evidence that one entity pays for safety training or prepares safety policies for another entity—analogous to UHS of Delaware’s asserted oversight on workplace violence training and safety planning.

4) Harbert v. Healthcare Servs. Grp., Inc., 391 F.3d 1140 (10th Cir. 2004)

Harbert was cited for the ordinary meaning of “worksite” as the place where the employee works. The court invoked this baseline definition but then acknowledged that reasonable factfinders could still disagree on characterizing a complex corporate relationship—making the substantial-evidence standard decisive.

5) Slingluff v. Occup. Safety & Health Rev. Comm'n, 425 F.3d 861 (10th Cir. 2005)

Slingluff supplied the court’s articulation of the substantial evidence standard: evidence is substantial if it could provide reasonable support for the agency’s finding. This deferential standard framed the entire review—especially where the court recognized the record contained conflicting testimony.

6) United States v. Sommers, 351 F.2d 354 (10th Cir. 1965)

Sommers was used to enforce the binding nature of stipulated facts. UHS of Delaware argued there was “no evidence” of hazard exposure for certain employees, but the court rejected the attempt because the parties had stipulated that UHS of Delaware employees were exposed to workplace violence at the worksite. The stipulation eliminated the need (and the permissibility) of demanding further evidentiary proof on that point.

7) United States v. Woods, 571 U.S. 31 (2013)

Woods supported the interpretation of the third element’s “common president, management, supervision, or ownership” language as disjunctive. Thus, proof of any one item—here, common ownership—was sufficient even if common management or supervision was disputed.

8) Qwest Corp. v. City of Santa Fe, 380 F.3d 1258 (10th Cir. 2004)

Qwest provided the court’s justification for assuming (without deciding) the correctness of the agreed-upon test. This procedural move avoided turning the case into a doctrinal referendum on the Commission’s “single employer” framework and instead kept the appellate inquiry focused on substantial evidence supporting the Commission’s application of the test.

9) Additional cited authorities

  • UHS of Westwood Pembroke Inc. v. Occup. Safety & Health Rev. Comm'n, No. 22-1845, 2023 WL 3243988 (3d Cir. May 4, 2023) (unpublished): cited to show other circuits have applied the same test.
  • NLRB v. Al Bryant, Inc., 711 F.2d 543 (3d Cir. 1983): cited for the proposition that the three questions are “mainly factual,” supporting deference to the agency factfinder.
  • Lemus-Escobar v. Bondi, 140 F.4th 1079 (10th Cir. 2025): cited regarding the weight given to agency decisions based on thoroughness, consistency, and persuasiveness—relevant to how the court treated UHS of Delaware’s reliance on various Commission opinions.
  • Sec'y of Labor v. Altor, 2011 O.S.H.D. (CCH) P 33135, 2011 WL 1682629 (Occup. Safety & Health Rev. Comm'n Apr. 29, 2011) and Sec'y of Labor v. FreightCar Am., Inc., 2021 WL 2311871 (Occup. Safety & Health Rev. Comm'n Mar. 3, 2021): cited to note that the Commission sometimes describes the three inquiries as “elements” or “factors,” a distinction the court found unnecessary here because the Commission found all three satisfied.
  • Mark A. Rothstein, Occupational Safety & Health Law 6:4 (Mar. 2025 update): cited for the proposition that any workplace where at least one cited employer’s employee is working may be considered a place of employment.

B. Legal Reasoning

1) The court’s posture: assumed test + deferential review

The opinion’s structure is as important as its result. The Tenth Circuit:

  • treated the three-part test as given (because the parties agreed);
  • characterized the inquiries as predominantly factual; and
  • applied substantial-evidence review under 29 U.S.C. § 660(a).

This meant UHS of Delaware could not prevail merely by showing that an alternative characterization of the evidence was plausible; it needed to show the Commission’s findings lacked reasonable evidentiary support.

2) Element one: “common worksite” grounded in assigned executives and hazard exposure

The court accepted that “worksite” ordinarily means the place where work is performed (Harbert), but the decisive evidence was that UHS of Delaware promised to assign and did assign employees to work at the psychiatric hospital as executives (CEO, CFO, COO), and that the parties stipulated those employees were exposed to workplace violence. The court also relied on testimony that the CFO interacted with patients and that other UHS of Delaware employees visited the site as part of their jobs.

Two notable moves emerged:

  • Hazard-centric focus: Following UHS of Delaware, Inc. v. Sec'y of Labor (11th Cir. 2025) and A.C. Castle, the court emphasized where employees “faced workplace hazards,” not where the employer’s headquarters sits.
  • Stipulation as dispositive: Under United States v. Sommers, the court refused to entertain evidentiary gaps arguments that contradicted the parties’ stipulation of exposure.

3) Element two: integration shown by safety oversight mechanisms, not by providing patient care

UHS of Delaware argued that resource-sharing and the lack of patient care by UHS staff negated integration. The court rejected the premise that integration requires identical service provision. Instead, it treated integration as turning on whether the management affiliate exercised authority over safety and health matters—consistent with the Eleventh Circuit’s approach and A.C. Castle.

The court found substantial evidence of integration because UHS of Delaware:

  • required staff to attend workplace-violence courses;
  • provided forms for reporting incidents of workplace violence;
  • compiled injury trend data; and
  • reviewed and approved the hospital’s workplace violence plan.

It also credited evidence that a UHS of Delaware employee provided “daily oversight” of department directors and bore responsibility to ensure safety, and it cited a stipulation that this individual supervised multiple key directors (risk management, nursing, HR, plant operations, and others).

4) Element three: disjunctive “common ownership” satisfied by the ultimate parent structure

The court treated the third element as disjunctive under United States v. Woods. Even assuming no common president, management, or supervision, UHS of Delaware did not deny common ownership because both it and Cedar Springs were wholly owned subsidiaries of Universal Health Services, Inc. The presence of an intermediate entity in Cedar Springs’ chain (Psychiatric Solutions Hospital, Inc.) did not defeat common ownership. The court found this conclusion reinforced by the Eleventh Circuit’s treatment of the same corporate “rung” structure in UHS of Delaware, Inc. v. Sec'y of Labor, 140 F.4th 1329.

C. Impact

The decision’s practical effect is to lower the litigation payoff of formal corporate separateness arguments where the record shows: (1) affiliate employees are placed on-site and exposed to hazards, (2) the affiliate meaningfully participates in safety governance, and (3) an ultimate parent owns both entities.

Key implications include:

  • Expanded OSHA exposure for management affiliates: Management companies that embed executives, create safety tools, oversee training, or approve safety plans may be treated as citable employers, even if they do not provide direct patient care.
  • Ultimate parent ownership matters: The court’s acceptance that common “ultimate parent” ownership satisfies the third prong—despite intermediate subsidiaries—supports broader affiliate linkage in OSHA “single employer” determinations.
  • Greater weight on stipulations and administrative records: The opinion illustrates how stipulations and record evidence of site visits, oversight, and policy approval can be outcome-determinative under substantial-evidence review.
  • Alignment across circuits: By leaning on the Eleventh Circuit and referencing the First Circuit and an unpublished Third Circuit decision applying the same test, the Tenth Circuit strengthens the appearance of an emerging cross-circuit consensus (at least at the level of application) around this three-part framework.

4. Complex Concepts Simplified

  • General Duty Clause (29 U.S.C. § 654(a)(1)): A catch-all OSHA provision requiring employers to keep workplaces free from recognized serious hazards when no specific OSHA standard directly covers the hazard.
  • “Employer” in affiliated-company settings: OSHA may treat more than one corporate entity as an “employer” when they functionally operate as a single employer for safety purposes at a shared site.
  • Common worksite: Not about where the corporate HQ is; it is about whether the cited entity’s employees work at (and face hazards at) the location in question.
  • Integration of safety and health operations: A practical inquiry into who designs, funds, directs, approves, or enforces safety systems (training, reporting, policies, and corrective actions).
  • Disjunctive test (“or”): If a test asks whether companies share A, B, C, or D, proving any one of the four can satisfy the requirement.
  • Substantial evidence review: An appellate court does not reweigh evidence; it asks only whether a reasonable factfinder could have reached the agency’s conclusion on the record.
  • Stipulation: A fact agreed to by the parties; courts treat it as established and do not require additional proof.

5. Conclusion

UHS of Delaware v. Occupational Health and Safety Review Commission establishes (within a substantial-evidence, fact-bound posture) a clear lesson for OSHA enforcement in the Tenth Circuit: a management affiliate may be treated as an OSHA “employer” when its employees are assigned to and exposed at the facility, it meaningfully participates in safety governance, and it shares ultimate-parent common ownership with the facility owner—even if corporate layers sit between the entities and even if the affiliate does not deliver frontline care.

The opinion’s broader significance lies in its emphasis on functional realities (hazard exposure, safety control, and corporate ownership structure) over formal labels, while reinforcing that, on judicial review, the decisive question is often not whether a different narrative is possible, but whether the agency’s narrative is reasonably supported by the record.