Summary of developments:
  • Vinci case: criminal liability for parent company (ongoing).
  • Duty of vigilance law enshrines a broad mandatory HRDD regime and general liability principles in case of harm (entered into force 2017).
  • National Action Plan calls for promoting the duty of vigilance law globally (2017).
Last updated 22/11/2018

Legislative Developments

French Law on Corporate Duty of Vigilance


In a nutshell

In more detail

Name of Legislation

Corporate Duty of Vigilance Law (also known as the Corproate "Duty of Care" law)


Loi du 27 mars 2017 relative au devoir de vigilance des sociétés mères et des entreprises donneuses d’ordre

This is sometimes translated as the French "duty of care" law. This is problematic because "duty of care" has a very specific meaning in English common law systems. The French law does not, strictly-speaking, create a "duty of care" on companies in the common law sense of the term. For this reason "duty of vigilence" is preferable.

Area of Law

Company Law with implications for Civil / Tort law





Current Stage

Passed into law

Companies must fully comply with the law by 2019.

  • Vigilance plans must be elaborated effective immediately;
  • Vigilance plans have to be published in the company's annual report for this current fiscal year (current fiscal year is 2017, reports with vigilance plans will then be published in 2018);
  • Reporting on implementation and legal actions (formal notice and order by the judge and liability) will be available only by the second year of implementation (when the reports and the vigilance plans on the fiscal year 2018 will be published, meaning in 2019).

The implementation process is explained in the decision of the French Constitutional Court : “With the exception of those relating to the report concerning the effective implementation of the oversight plan contained in the second last subparagraph of paragraph I of Article L. 225-102-4, the provisions of paragraph I apply to the financial year during which the law referred was published. The provisions concerning the report mentioned above, the remainder of this Article (L. 225-102-4) and Article L. 225-102-5 apply with effect from the annual management report relating to the first financial year starting after the publication of the law referred.”


Duty of vigilance and disclosure of due diligence processes

The law creates a general obligation to identify and prevent risks of sever abuses to human rights, health and safety and the environment. Companies which fall within the scope of the law have to:

(1) Establish and effectively implement a vigilance plan which shall include a mapping assessment to identify and rank risks; set out procedures to assess subsidiaries, subcontractors, and suppliers; establish appopriate action to mitigate risks; create an alert mechanism, and a monitoring scheme to assess the efficiency of the measures implemented.

(2) Publish the plan in their annual report.

Material Scope

All human rights and the environment

Severe violations of human rights and fundamental freedoms, health and security as well as the environment.

Personal Scope

Any company that at the end of two consecutive financial years has at least 5000 employees employed within the company and its direct and indirect subsidiaries, with registered offices in French territory, or that has at least ten thousand employees in its service and in its direct or indirect subsidiaries, with registered offices in French territory or abroad (unofficial translation).

Estimate: 120 companies

“Any company that at the end of two consecutive financial years, employs at least five thousand employees within the company and its direct and indirect subsidiaries, whose registered office is located on French territory, or that has at least ten thousand employees in its service and in its direct or indirect subsidiaries, whose head office is located on French territory or abroad“ (article 1).

Reach of the requirements

Full supply chain


Covering direct/indirect subsidiaries and “established business relations” (i.e. subcontractors and suppliers).



Civil action


Transparency: Publication of the vigilance plan which must then be included in the company’s annual report.

Monitoring: any person can send a formal notice to urge the company to comply with its duties.

Civil Action: If the company fails to comply within three months following a formal notice, any person with standing (locus standi) may ask the court to order the company to comply with its duties, even under penalty payment. President of the court can order companies to comply with rulings in interlocutory proceedings.

If Harm Occurs: company can be held civilly liable if they fail to establish, implement or punish their plan. In such case, companies may be obliged to compensate for the harm that the execution of these obligations would have avoided (on the basis of generat tort law defences under the French civil code)


Mandatory with fairly broad scope

Facilitates, in-part, piercing of the corproate veil



Depends on judicial application

No reversal of burden of proof

No civil fine or other form of sanction adding an incentive to comply

Scope of parent companies which have the obligation to make a vigilance plan is very restrictive. Matters such as the scope of suppliers and business relations covered by the notion of “sustained business relations” depends on the interpretation of the judge;

No reverse of burden of proof and no removal of rebuttable presumption, which were included in the initial version of the law;

The initial draft law planned for a fine up to 10 million euros if a company failed to establish and publish a vigilance plan; it also planned for a civil fine up to 30 million in case the company was found liable for any resulting harm; both were removed by the Constitutional Court, thus reducing the financial incentive for companies to comply.



♦ Full text of the law: in French | English translation

Ruling of the Constitutional Council (23 March 2017).

Frequently Asked Questions on the French Duty of Vigilance Law.

♦ Cossart, S., Chaplier, J., & Beau De Lomenie, T. (2017), "The French Law on Duty of Care: a Historic Step Towards Making Globalization Work for All". Business and Human Rights Journal, 2(2), 317-323.


Case Law

Vinci Qatar case


In a nutshell

In more detail

Name of Case

Vinci Qatar

QDVC is a Qatari company, owned at 49 percent by Vinci Construction Grands Projets (VCGP), and directed by a French national. The French group VINCI, represented by its QDVC branch, has won contracts worth several million euros in connection with the FIFA World Cup and employs thousands of workers onsite, both directly and via numerous subcontractors incorporated in Qatar.

These companies may be involved in human rights violations on the construction sites in Qatar, such as forced labour, slavery, inhumane working conditions, and inadequate housing.

Area of Law

Criminal law

Forced labour and enslavement (articles 225-13, 225-14 et 225-15 of the criminal code), human trafficking (article 225-4-1 criminal code), breach of the safety obligation (art. 222 criminal code), reckless endangerment of workers (art 223-1 criminal code), failure to prevent an offence or a crime (art 223-6 Crim. code), concealment (art 321-1 Crim. code).


French judge (parent company’s headquarters)

Tribunal de Grande Instance de Nanterre (France)

Current Stage


24 March 2015 – SHERPA files a complaint against VCGP and the French managers of its Qatari branch, QDVC, before the tribunal of Nanterre.

13 April 2015 - VINCI lodges a complaint against SHERPA and two employees for defamation.

13 May 2015 – VINCI seeks injunctive relief for breach of the presumption of innocence. The judge denies the injunction due to lack of jurisdiction.

22 July 2015 – VINCI lodges a complaint against SHERPA and its employees for breach of the presumption of innocence.

13 April 2016 – VINCI’s complaint on the ground of breach of presumption of innocence is dismissed. It appeals.

19 April 2016 – At its Annual General Meeting, VINCI highlights in its annual report new voluntary approaches to human rights, adopted in 2015, concerning its Qatari subsidiary.

28 June 2017 – Decision against VINCI by the Court of Appeal on the action for defamation. The judge declared VINCI admissible but ill-founded in his application for breach of the presumption of innocence.




Material Scope

Human rights violations (including forced labour, enslavement, human trafficking, health and safety breaches, reckless endangerment, failure to prevent a crime) and concealment of the profits of these crimes by the parent company.

Forced labour and enslavement (articles 225-13, 225-14 et 225-15 of the criminal code), human trafficking (article 225-4-1 criminal code), breach of the safety obligation (art. 222 criminal code), reckless endangerment of workers (art 223-1 criminal code), failure to prevent an offence or a crime (art 223-6 Crim. code), concealment (art 321-1 Crim. code).

Reach of the requirements

Controlled subsidiary






Criminal proceedings send a strong political message on parent company liability.


Criminal proceedings should, on paper, alleviate the burden of proof on victims when they seek compensation.

In civil law systems, criminal liability cases are meant to be handled by the magistrates (public prosecutor and investigating judge), thus alleviating the burden of proof for victims in a civil liability case. Indeed, in criminal proceedings, it is the whole society that seeks to defend commonly recognised values such as life and health, hence, victims play a minor role in the criminal proceedings.

However, if the parent company and the French representatives are found guilty, the criminal wrongdoing will more easily give rise to civil liability and allow victims to claim compensation for harm suffered, with a lesser burden of proof.

Also, the case could set a favourable precedent (even though non-binding in civil law systems) that there is a duty of care of parent companies towards their subsidiaries where they have knowledge of human rights violations occurring within their subsidiaries in third countries. The ground of concealment also lifts the corporate veil insofar as tracing the assets and profits made by the parent company through violations of human rights in third countries.


Risk of setting a precedent with a narrow definition of control and proximity.


Only partially and imperfectly lifts the corporate veil; also it is only one type of human rights violation.


Burden of proof remains considerable in practice for the victims.


Politically charged cases likely to trigger retaliation.



Claimants still have to prove that the parent company had the means and power to influence the labour standards set by the subsidiary. Here this was imputed because managers of the Qatari subsidiary were also high level representatives of the French parent company. There were also strong links between the French parent company and its Qatari subsidiary (joint-venture). However, this standard might be difficult to meet in future cases where judges will require the same level of proximity and will reject cases where the links are more distant (cases where control over the subsidiary is more limited or where violations occured at the level of subcontractor or other commercial relationship)

Also, concealment implies that principal liability for the human rights violations themselves lie on the head of the subsidiary and not on the parent company who is only a secondary wrongdoer, merely profiting from a crime committed by another person.

Furthermore, the case highlighted that although the burden of proof lies with the French magistrates, the latter often lack resources, judicial tools, or the political will to lead effective and fair investigations abroad. As a consequence, victims and their representatives still have to lead a thorough, time-consuming, resource-intensive, and sometimes risky preliminary investigation in order to present an almost “ready-to-prosecute” case.

Last but not least, criminal cases are more likely to trigger retaliation by the company, particularly in the form of SLAPPs (Strategic Lawsuit Against Public Participation). VINCI for example sued SHERPA, its representatives and employees, for defamation and breach of the presumption of innocence.




♦ Business and Human Rights Resource Centre coverage.


Policy development

French National Action Plan on Business and Human Rights

The French government published its National Action Plan on 26 April 2017. The plan makes repeated use of the terms "duty of care" and announces France’s intention to have a coherent policy and to promote the new French legislation concerning multinational corporations’ duty of care in Europe and in the rest of the world, notably within the UN Human Rights Council intergovernmental working group working on the elaboration of an international instrument on human rights, transnational enterprises, and other business enterprises.


♦ Full text of the National Action Plan.

  • Law
  • Legal Case
  • Policy development