In re Packaged Seafood Prods. Antitrust Litig. (338 F. Supp. 3d 1118, 2018)

United States District Court for the Southern District of California 2018-09-05

Commerce and Trade Judiciary and Judicial Procedure

Citations

Full opinion text

Hon. Janis L. Sammartino, United States District Judge

Presently before the Court are three motions to dismiss. First, Defendants Lion Capital LLP, Big Catch Cayman LP, and Lion Capital (Americas), Inc. (the "Lion Defendants," "Lion Entities," or "Defendants") filed a Motion to Dismiss the Cherokee Nation's Complaint, (ECF No. 997). Plaintiff the Cherokee Nation's filed an Opposition to, ("Nation Opp'n," ECF No. 1233), the Motion.

Second, the Lion Defendants filed a Motion to Dismiss the Bashas' Plaintiffs'

Complaint, ("MTD," ECF No. 999). Plaintiffs Bashas' Inc., Marc Glassman, Inc., and 99 Cents Only Stores LLC's ("Bashas Plaintiffs") filed an Opposition to, ("Bashas Opp'n," ECF No. 1247), the Motion. Defendants filed a Reply in Support of, (ECF No. 1275), their motions, which respond to both the Cherokee Nation's and the Bashas Plaintiffs' Opposition briefs.

Third, the Lion Defendants filed a Motion to Dismiss, ("Four Track MTD," ECF No. 1248), the operative complaints filed by the Indirect Purchaser End Payer Plaintiffs ("EPPs"), the Commercial Food Preparer Plaintiffs ("CFPs"), the Direct Purchaser Class Plaintiffs ("DPPs"), and the Direct Action Plaintiffs ("DAPs"). Those Plaintiffs filed Responses in Opposition to the Motion, ("DAP Opp'n," ECF No. 1273; "EPP/CFP Opp'n," ECF No. 1279; "DPP Opp'n," ECF No. 1282), and Defendants filed a Reply in Support of, ("Four Track Reply," ECF No. 1295), their Motion.

The Court heard oral argument for all three motions on July 30, 2018. Having considered the parties arguments, the evidence, and the law, the Court rules as follows.

BACKGROUND

The case concerns an alleged conspiracy to fix the prices of packaged seafood throughout the United States. Plaintiffs Bashas' Inc., Marc Glassman, Inc., and 99 Cents Only Stores LLC are businesses that have purchased packaged seafood from the three largest domestic producers of packaged seafood products. ("Bashas Compl.," No. 17-CV-2487, ECF No. 1, ¶¶ 16-18.) Plaintiff the Cherokee Nation is a federally recognized sovereign Indian nation and brings this action in its proprietary capacity and under its parens patriae authority. (First Am. Compl. ("Nation FAC"), ECF No. 823, ¶¶ 11-12.) The remaining Plaintiffs have been divided into four tracks: (1) Direct Action Plaintiffs, who are direct purchasers proceeding against Defendants individually; (2) Direct Purchaser Plaintiffs, who are direct purchasers proceeding on behalf of a putative class; (3) Indirect Purchaser Commercial Food Preparer Plaintiffs ("CFPs"), who are indirect purchasers proceeding on behalf of a putative class; and (4) Indirect Purchaser End Payer Plaintiffs ("EPPs"), who are indirect purchasers proceeding on behalf of a putative class. The various civil actions relating to this conspiracy were consolidated in a multi-district litigation ("MDL") and centralized pretrial proceedings to this Court on December 9, 2015, (see Transfer Order, ECF No. 1).

This particular aspect of the MDL deals with three Defendants, who are specially appearing: Lion Capital LLP, Lion Capital (Americas), Inc., and Big Catch Cayman LP. Defendant Lion Capital LLP ("Lion Capital") is a British private equity firm organized under the laws of the United Kingdom ("U.K."). (Bashas Compl.

¶ 270; MTD 10.) Lion Capital contends it does not have any offices, employees, or operations in the United States and its only U.S.-based asset is Lion Capital (Americas), Inc. (Declaration of Simon Brown ("Brown Decl."), ECF No. 997-2, ¶ 6.)

Defendant Lion Capital (Americas), Inc. ("Lion Americas") is a Delaware corporation with its principal place of business in Santa Monica, California. (MTD 11.) Lion Americas moved its office from New York to Santa Monica in October 2012. Lion Americas provides investment advice regarding investments in North America to Lion Capital, which Lion Capital considers on behalf of the investment funds that it manages. (Id. )

Defendant Big Catch Cayman LP ("Big Catch") is a holding company organized under the laws of the Cayman Islands and has no offices or employees. (Bashas Compl. ¶ 272; MTD 11.) Big Catch's only assets are its interest in Bumble Bee Holdco SCA, a subsidiary and owner of Bumble Bee's equity, and its interest in an unrelated technology company. (MTD 11.) Plaintiffs allege that Lion Capital owns a majority share of Big Catch. (Bashas Compl. ¶ 272.)

I. Pre-Purchase Activities and Lion's Purchase of Bumble Bee

The Bashas Plaintiffs allege that Lion Capital purchased Bumble Bee in December 2010 from a private equity firm. Centre Partners Management LLC, for $980 million. (Id. ¶ 270.) Plaintiffs further allege on information and belief that Lion Capital had access to Bumble Bee's financial and other records in the course of due diligence that it conducted for the acquisition. This, along with access to Bumble Bee senior executives, allegedly caused Lion Capital to learn of the ongoing conspiracy. (Id. ¶ 277.) In November 2010, Lion Americas executive Eric Lindberg told Bumble Bee CEO Christopher Lischewski that he was going to Asia to meet with representatives of both Dongwon and Thai Union, who are also defendants in this MDL. (Id. ¶¶ 20, 38, 278.) Lischewski responded to Lindberg saying a [Redacted] (Id. (alteration in original).)

Lion Capital's purchase of Bumble Bee was through a leveraged buyout ("LBO") by taking out debt secured only by Bumble Bee's assets. (Id. ¶ 300.) Lion Capital structured the LBO by creating an acquisition company to borrow money to acquire the subsidiary. Bumble Bee, and then placed the debt on Bumble Bee's books. (Id. ) Thus, when Lion Capital completed the transaction, Bumble Bee had total liabilities of [Redacted] and total assets of [Redacted]. (Id. ¶ 301.) Plaintiffs allege that Lion Capital was aware of the conspiracy and therefore undercapitalized Bumble Bee so that Bumble Bee would be unable to satisfy any judgment against it in the event the conspiracy was ever detected. (Id. ¶ 300.) Plaintiffs allege that before the Lion acquisition. Bumble Bee had a debt to total capital ratio of approximately sixty percent. (Id. ¶ 304.) According to Plaintiffs, Lion intentionally undercapitalized Bumble Bee as evidenced by the fact that Bumble Bee has a debt to total capital ratio of nearly ninety percent after acquisition. (Id. ) Plaintiffs contend that but for the supra-competitive profits earned by Bumble Bee, it would not have been able to satisfy its debt obligations and would have instead defaulted by the end of 2011. (Id. ¶ 305.)

II. Post-Purchase Activities by Lion Entities

Plaintiffs claim that after purchasing Bumble Bee, Lion Capital team members became "intimately familiar with Bumble Bee's business" and demonstrated that knowledge by regularly reporting facts concerning Bumble Bee to investors as part of periodic portfolio reviews. (Id. ¶ 280.) And, according to Plaintiffs, Lion Capital's acquisition of Bumble Bee, while Bumble Bee was earning "supra-competitive profits," positioned Lion to realize an increase in Bumble Bee's market value and eventual sale price. (Id. ¶ 279.)

In addition to receiving information, Plaintiffs allege Lion Capital took an active role in the ongoing conspiracy after [Redacted] (Id. ¶¶ 283-84.) Lindberg also met with Thai Union's chief executive in January 2011, where Plaintiffs allege "they discussed the conspiracy." (Id. ¶ 284.) In the months following Lion's purchase of Bumble Bee and Lindberg's meetings, defendants Chicken of the Sea, Bumble Bee, and Del Monte/StarKist agreed to increase their prices in May 2011. (Id. ¶ 285.) By the fall 2011, Chicken of the Sea, Bumble Bee, and StarKist increased their efforts to police each other's promotional pricing. (Id. ) Lion allegedly took an active role in enforcement as evidenced by Lindberg deciding to meet again with senior at Dongwon. (Id. ¶ 286.) [Redacted]. (Id. )

Plaintiffs allege that Bumble Bee continued to keep the Lion entities informed of anticompetitive behavior; for example, [Redacted]. (Id. ¶ 287.) However, [Redacted]. (Id. ) Plaintiffs allege that [Redacted]. (Id. ¶ 287 n.10.) [Redacted]. (Id. ) Bumble Bee increased its prices on January 17, 2018. [Redacted]. (Id. ¶ 288.)

[Redacted]. (Id. ) [Redacted]. (Id. ) On February 3, 2012, Lindberg sent an email response to an executive at Thai Union, who had asked Lindberg if he had suggestions how they could "[Redacted]. (Id. ¶ 289.) Lindberg's email stated: [Redacted]." (Id. )

On [Redacted] as well as an agreement between the defendants not to label their packaged tuna as "FAD-free." (Id. ¶ 290.) [Redacted]. (Id. ¶ 291.)

Next, in March 2012, [Redacted]. (Id. ¶ 293.) According to Plaintiffs, [Redacted]. (Id. ) Nonetheless, Lindberg encouraged Lischewski to make a statement and said:

[Redacted].

(Id. (emphasis omitted).) [Redacted]. (Id. ¶ 294.) In addition to Mr. Lindberg's meetings and communications, [Redacted]. (Id. ¶ 296.)

In December 2014, Lion was able to report Bumble Bee's earnings (i.e., its earnings before interest, taxes, depreciation, and amortization or "EBITDA") were a "record-breaking $150 Million," based on revenue of $1 billion. (Id. ¶ 297.) Plaintiffs allege the "record-breaking" financial performance was due to the ongoing conspiracy. (Id. ) On or about December 18, 2014, Thai Union announced that it intended to acquire Bumble Bee. (Id. ¶ 84.) [Redacted]. (Id. ¶ 279.) As part of the acquisition process, Thai Union and Bumble Bee submitted their proposal to the Department of Justice ("DOJ"). The merger review apparently led to a criminal investigation.

III. Department of Justice Investigation

Since at least 2015, various defendants have been under criminal investigation for antitrust violations as evidenced by Thai Union Group's confirmation it received a subpoena and was fully cooperating with a DOJ investigation. (Nation FAC ¶ 214.) On July 23, 2015, Bumble Bee publicly acknowledged receipt of a grand jury subpoena. (Id. ¶ 217.) On December 3, 2015, Thai Union Group announced it was terminating its acquisition of Bumble Bee. (Id. ¶ 84.) And, the DOJ issued a press release stating:

"Consumers are better off without this deal," said Assistant Attorney General Bill Baer [ ("Baer") ] of the department's Antitrust Division. "Our investigation convinced us-and the parties knew or should have known from the get go-that the market is not functioning competitively today, and further consolidation would only make things worse."

(Id. )

On December 7, 2016, the DOJ filed a criminal information against Scott Cameron, Bumble Bee Senior Vice President, who pled guilty on January 25, 2017. (Id. ¶ 221.) On December 21, 2016, the DOJ filed a criminal information against Ken Worsham, also a Bumble Bee Senior Vice President, who pled guilty on March 15, 2017. (Id. ¶ 222.) The plea agreements for these two defendants, as well as a third executive at StarKist, stated that they participated in a conspiracy within the packaged seafood industry to fix, raise and maintain the price of package seafood in the United States. (Id. ¶ 224.)

On May 8, 2017, DOJ filed criminal information against Bumble Bee and the entity pled guilty to its role in a conspiracy to fix the price of packaged seafood products in the United States on August 2, 2017. (Id. ¶¶ 227-28.) Bumble Bee agreed to pay a criminal fine of $25 million, but that amount will increase to a maximum fine of $81.5 million payable by Big Catch, in the event of a sale of Bumble Bee, subject to certain terms and conditions that are sealed in the criminal case. (Id. ¶ 228.) Most recently, Bumble Bee CEO Chris Lischewski was indicted on May 16, 2018.

The Lion Defendants were not originally named in the various Plaintiffs' complaints. In late 2017 and early 2018, plaintiffs filed four motions to amend the scheduling order to add the Lion Defendants, (ECF Nos. 530, 724, 769, 811), which the Court granted in relevant part, (ECF No. 884). The Court's order resulted in amended complaints from a variety of parties. Defendants bring three motions to dismiss based on lack of personal jurisdiction, pursuant to Rule 12(b)(2), and failure to state a claim, under Rule 12(b)(6), against the Bashas Plaintiffs, the Cherokee Nation, and the EPPs, CFP, DPPs, and DAPs.

LEGAL STANDARD

I. Rule 12(b)(2)

A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2) challenges the Court's personal jurisdiction over a party. The plaintiff bears the burden of establishing that jurisdiction is proper. Boschetto v. Hansing , 539 F.3d 1011, 1015 (9th Cir. 2008) (citing Sher v. Johnson , 911 F.2d 1357, 1361 (9th Cir. 1990) ). The Court may decide the motion without an evidentiary hearing, and thus "the plaintiff need only make a prima facie showing of the jurisdictional facts." Id. (quoting Caruth v. Int'l Psychoanalytical Ass'n , 59 F.3d 126, 127-28 (9th Cir. 1995) ). A plaintiff makes a prima facie showing by producing admissible evidence, which, if believed, would be sufficient to establish the existence of personal jurisdiction. Ballard v. Savage , 65 F.3d 1495, 1498 (9th Cir. 1995). "Uncontroverted allegations in the plaintiff's complaint must be taken as true," Boschetto , 539 F.3d at 1015, and "[c]onflicts between the parties over statements contained in affidavits must be resolved in the plaintiff's favor," id. (quoting Schwarzenegger v. Fred Martin Motor Co. , 374 F.3d 797, 800 (9th Cir. 2004) ); see Am. Tel. & Tel. Co. v. Compagnie Bruxelles Lambert , 94 F.3d 586, 588 (9th Cir. 1996).

A court's power to exercise jurisdiction over a party is limited by both statutory and constitutional considerations. First, a long-arm statute must confer jurisdiction over a defendant. Pebble Beach Co. v. Caddy , 453 F.3d 1151, 1154-55 (9th Cir. 2006) (citing Fireman's Fund Ins. Co. v. Nat'l Bank of Coops. , 103 F.3d 888, 893 (9th Cir. 1996) ). There is no general federal long-arm statute, S.E.C. v. Ross , 504 F.3d 1130, 1138 (9th Cir. 2007), so a federal district court applies either the law of the state in which it sits, Fed. R. Civ. P. 4(k)(1)(A), or looks to specific federal statutes to supply the requisite service of process, Fed. R. Civ. P. 4(k)(1)(C), (k)(2) ; Ross , 504 F.3d at 1138. In an antitrust action, section 12 of the Clayton Act is the requisite federal long-arm statute and provides:

Any suit, action, or proceeding under the antitrust laws against a corporation may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found or transacts business; and all process in such cases may be served in the district of which it is an inhabitant, or wherever it may be found.

15 U.S.C. § 22 ; see also KM Enters., Inc. v. Global Traffic Techs., Inc. , 725 F.3d 718, 724 (7th Cir. 2013) ("[Section 12's] first clause sets venue anywhere the corporation is an 'inhabitant', is 'found,' or 'transacts business,' while the second clause provides for nationwide (indeed, worldwide) service of process and therefore nationwide personal jurisdiction." (citations omitted) ). The Ninth Circuit has held that "when a statute authorizes nationwide service of process, national contacts analysis is appropriate. In such cases, 'due process demands [a showing of minimum contacts with the United States] with respect to foreign defendants before a court can assert personal jurisdiction.' " Action Embroidery Corp. v. Atl. Embroidery, Inc. , 368 F.3d 1174, 1180 (9th Cir. 2004) (alteration in original) (quoting Go-Video, Inc. v. Akai Elec. Co. , 885 F.2d 1406, 1416 (9th Cir. 1989) ).

Second, the Fourteenth Amendment's Due Process clause limits the personal jurisdiction of state courts. Bristol-Myers Squibb Co. v. Superior Court of Cal., S.F. Cnty. , --- U.S. ----, 137 S.Ct. 1773, 1779, 198 L.Ed.2d 395 (2017) (citations omitted). "For a court to exercise personal jurisdiction over a nonresident defendant, that defendant must have at least 'minimum contacts' with the relevant forum such that the exercise of jurisdiction 'does not offend traditional notions of fair play and substantial justice.' " Schwarzenegger , 374 F.3d at 801 (quoting Int'l Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (internal quotation marks omitted) ).

"In a statute providing for nationwide service of process, the inquiry to determine 'minimum contacts' is thus "whether the defendant has acted within any district of the United States or sufficiently caused foreseeable consequences in this country." " Action Embroidery , 368 F.3d at 1180 (quoting Sec. Investor Prot. Corp. v. Vigman , 764 F.2d 1309, 1316 (9th Cir. 1985) ). Under the minimum contacts test, jurisdiction can be either "general" or "specific." Doe v. Unocal Corp. , 248 F.3d 915, 923 (9th Cir. 2001) (per curiam), abrogated on other grounds by Daimler AG v. Bauman , 571 U.S. 117, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014). If a defendant has sufficient minimum contacts for the court to exercise personal jurisdiction over him, the exercise of such jurisdiction must also be reasonable. Asahi Metal Indus. Co. v. Super. Ct. of Cal., Solano Cnty. , 480 U.S. 102, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987).

II. Rule 12(b)(6)

Federal Rule of Civil Procedure 12(b)(6) permits a party to raise by motion the defense that the complaint "fail[s] to state a claim upon which relief can be granted," generally referred to as a motion to dismiss. The Court evaluates whether a complaint states a cognizable legal theory and sufficient facts in light of Federal Rule of Civil Procedure 8(a), which requires a "short and plain statement of the claim showing that the pleader is entitled to relief." Although Rule 8"does not require 'detailed factual allegations,' ... it [does] demand more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). In other words, "a plaintiff's obligation to provide the 'grounds' of his 'entitle[ment] to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly , 550 U.S. at 555, 127 S.Ct. 1955 (citing Papasan v. Allain , 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) ). A complaint will not suffice "if it tenders 'naked assertion[s]' devoid of 'further factual enhancement.' " Iqbal , 556 U.S. at 677, 129 S.Ct. 1937 (citing Twombly , 550 U.S. at 557, 127 S.Ct. 1955 ).

In order to survive a motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.' " Id. (quoting Twombly , 550 U.S. at 570, 127 S.Ct. 1955 ); see also Fed. R. Civ. P. 12(b)(6). A claim is facially plausible when the facts pled "allow the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal , 556 U.S. at 677, 129 S.Ct. 1937 (citing Twombly , 550 U.S. at 556, 127 S.Ct. 1955 ). That is not to say that the claim must be probable, but there must be "more than a sheer possibility that a defendant has acted unlawfully." Id. Facts " 'merely consistent with' a defendant's liability" fall short of a plausible entitlement to relief. Id. (quoting Twombly , 550 U.S. at 557, 127 S.Ct. 1955 ). Further, the Court need not accept as true "legal conclusions" contained in the complaint. Id. This review requires context-specific analysis involving the Court's "judicial experience and common sense." Id. at 678, 129 S.Ct. 1937 (citation omitted). "[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not 'show[n]'-'that the pleader is entitled to relief.' " Id.

Where a complaint does not survive 12(b)(6) analysis, the Court will grant leave to amend unless it determines that no modified contention "consistent with the challenged pleading ... [will] cure the deficiency." DeSoto v. Yellow Freight Sys., Inc. , 957 F.2d 655, 658 (9th Cir. 1992) (quoting Schreiber Distrib. Co. v. Serv-Well Furniture Co. , 806 F.2d 1393, 1401 (9th Cir. 1986) ).

ANALYSIS

I. General Jurisdiction

General personal jurisdiction allows a plaintiff to hale a nonresident defendant into the forum state's court "to answer for any of its activities anywhere in the world." Martinez v. Aero Caribbean , 764 F.3d 1062, 1070 (9th Cir. 2014) (quoting Schwarzenegger , 374 F.3d at 801 ), cert. denied , --- U.S. ----, 135 S.Ct. 2310, 191 L.Ed.2d 978 (2015). A court has general personal jurisdiction over a foreign corporation to hear any and all claims against the foreign corporation when its affiliations with a State are "so 'continuous and systematic' as to render [it] essentially at home in the forum State." Daimler , 571 U.S. at 127, 134 S.Ct. 746 (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown , 564 U.S. 915, 919, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011) ; and citing Helicopteros Nacionales de Colom., S.A. v. Hall , 466 U.S. 408, 414 n.9, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984) ). To be essentially at home in the forum state, a foreign corporation must be comparable to a domestic enterprise in that state. See id.

A corporation will primarily be "at home" for the purposes of general jurisdiction in two paradigmatic forums: its place of incorporation and its principal place of business. Id. at 137, 134 S.Ct. 746 (citing Goodyear , 564 U.S. at 924, 131 S.Ct. 2846 ). General jurisdiction is not limited to these two forums, but will only be available elsewhere in the "exceptional case" where its affiliations with a forum are "so substantial and of such nature as to render the corporation at home." Id. at 138 n.19, 134 S.Ct. 746 ; see also Martinez , 764 F.3d at 1070. Those affiliations or contacts must be "constant and pervasive." Daimler , 571 U.S. at 122, 134 S.Ct. 746. To determine whether an exceptional case exists that justifies general jurisdiction, the Court must conduct "an appraisal of a corporation's activities in their entirety, nationwide, and worldwide." Id. at 139 n.20, 134 S.Ct. 746. "A corporation that operates in many places can scarcely be deemed at home in all of them." Id.

A. Whether the Court Has General Jurisdiction over Lion Capital and Big Catch

1. Defendants' Arguments

Defendants argue that there is no general jurisdiction over Lion Capital and Big Catch. (MTD 18.) Specifically, they contend Lion Capital is organized under the laws of the U.K. and has its principal place of business in the U.K. (Id. (citing Brown Decl. ¶ 3-4; 10-11, 15).) Big Catch is organized under the laws of the Cayman Islands and has no employees or offices in the United States. (Id. (citing Brown Decl. ¶ 18).) Defendants acknowledge that Big Catch has a New York mailing address but cite an unpublished district court opinion for the proposition that a mailing address is insufficient to establish a principal place of business. (Id. (citing In re Hydroxycut Mktg. & Sales Practices Litig. , No. 09 MD 2087-BTM (AJB), 2010 WL 2998855, at *3 (S.D. Cal. July 29, 2010) ; and Brown Decl. ¶ 21).)

2. Plaintiffs' Arguments

Plaintiff the Cherokee Nation contends that Lion Capital and Big Catch are subject to the Court's general jurisdiction. (Nation Opp'n 27-28.) Plaintiff points to several facts purporting to show Lion Capital's presence in the United States. These include: Lion Capital repeatedly held itself out as having a presence in New York, (id. at 28 (citing LION_6955, at 2; and LION_4213) ), Lion Capital availed itself of the U.S. Patent and Trademark Office by registering two trademarks and using the United States judicial system to defend those trademarks, (id. ); Lion Capital members reside in the United States, (id. at 28); and Lion Capital members attended Bumble Bee and industry-related meetings, as well as regular board meetings in California, (id. at 28-29). Plaintiff, therefore, contends that Lion Capital has continuous and systemic contacts with California to justify general personal jurisdiction. (Id. at 30.)

The DPP Plaintiffs also argue general jurisdiction is appropriate. They contend that the vast majority of Lion Capital's business focuses on the United States. (DPP Opp'n 24.) For example, Lion Capital previously testified in another lawsuit that two-thirds of its capital comes from U.S. investors and many of the companies owned by Lion Capital's funds are U.S. companies. (See id. (citing Lion Capital LLP v. Stone Lion Capital Partners L.P. , No. 91191681, 2013 WL 2329834, at *4 (T.T.A.B. Jan. 18, 2013) ).) The DPP Plaintiffs also point out that Lion Capital advertises a "hands on" approach with respect to its portfolio companies, including Bumble Bee; thus, Defendants are involved in U.S. businesses. (See id. at 25.) Thus, the DPP Plaintiffs urge the Court to find Lion Capital subject to the "exceptional case" requirement.

3. Defendants' Reply

In reply, Defendants reiterate that Plaintiffs fail to establish either Lion Capital or Big Catch are essentially at home in the United States and that general jurisdiction does not exist despite the presence of a few former Lion Capital members and Big Catch shareholders in the United States. (Reply 10.) In support of this proposition, Defendants cite cases holding that a court should not exercise general personal jurisdiction over a limited partnership based solely on the citizenship of its members. (Id. at 10-11 (citing Carruth v. Michot , No. A-15-CA-189-SS, 2015 WL 6506550, at *7 (W.D. Tex. Oct. 26, 2015) ; and Duncanson v. Wine & Canvas IP Holdings LLC , No. 16-cv-788-SEB-DML, 2017 WL 6994541, at *4 n.3 (S.D. Ind. Apr. 20, 2017) ).)

4. Court's Analysis

a. Paradigmatic Locations

The paradigmatic location for general jurisdiction depends, in part, on the type of entity; for an individual it is her domicile, or for a corporation it is where the corporation is fairly regarded as "at home." Daimler , 571 U.S. at 137, 134 S.Ct. 746 (citing Goodyear , 564 U.S. at 924, 131 S.Ct. 2846 ). "With respect to a corporation, the place of incorporation and principal place of business are 'paradig[m] ... bases for general jurisdiction.' " Id. (alterations in original) (citation omitted).

Considering the evidence submitted by the parties, the overwhelming conclusion is that Lion Capital can fairly be regarded at home in the United Kingdom. Lion Capital's principal place of business is the United Kingdom because its primary office is located in London, its employees are located in the U.K., and the majority of Lion Capital's designated members and members are domiciled in the U.K. (See Brown Decl. ¶¶ 4, 8-11; LION_14427, at 27-39.) Lion Capital was organized under the laws of the U.K. (Brown Decl. ¶ 3.) The clear import is that Lion Capital is at home in the United Kingdom, not the United States.

Big Catch is a holding company with no employees and no offices and was organized under the laws of the Cayman Islands. (Brown Decl. ¶¶ 18, 21.) Its partnership agreement recites that Big Catch's principal place of business was the former Lion Americas' office in New York or wherever the general partner designates. (LION_14788, at 794.) Defendants maintain that the New York address is simply a mailing address and is insufficient for general jurisdiction. (MTD 18 n.5 (citing In re Hydroxycut Mktg. & Sales Practices Litig. , 2010 WL 2998855, at *3 ).) Plaintiff's only counterargument is that the partnership agreement says "principal place of business," thus Big Catch must have a principal place of business in New York. (Nation Opp'n 13.)

The Court agrees with Defendants as to Big Catch. Big Catch has no office of its own; it listed Lion Americas' New York office as its principal place of business in the general partnership agreement. But, the New York office is simply a mailing address for Big Catch. This is evident because the partnership agreement says "c/o" or care of the New York address and there is no indication whether or not Big Catch conducts independent activities there. Big Catch is merely a holding company and designating an already existing office to act as a mailing address does not confer general personal jurisdiction. Therefore, the Court finds neither Lion Capital nor Big Catch is at home in the United States under the two paradigmatic locations.

b. Exceptional Case Requirement

Finally, the Court turns to the exceptional case requirement; two cases illustrate the requirements to apply general jurisdiction. In Helicopteros Nacionales de Colombia, S.A. v. Hall , 466 U.S. at 418, 104 S.Ct. 1868, the Supreme Court held that a Texas state court did not have general personal jurisdiction over a Colombian corporation. There, the corporation did not have a place of business in Texas and was never licensed to do business in Texas. Id. at 416, 104 S.Ct. 1868. Instead, the contacts amounted to the chief executive traveling to Houston for negotiations, accepting checks drawn from a Houston bank, purchasing helicopters from a Texas corporation, and sending personnel to Texas for training. Id. The Supreme Court held that these contacts were insufficient to satisfy the due process requirements of personal jurisdiction. Id. at 418, 104 S.Ct. 1868. Next, in Ranza v. Nike, Inc. , the Ninth Circuit held that no general personal jurisdiction existed in Oregon where a subsidiary sent employees and products to Oregon and engaged in some business there. 793 F.3d 1059, 1070 (9th Cir. 2015). Instead, the relevant inquiry "examines a corporation's activities worldwide-not just the extent of its contacts in the forum state-to determine where it can be rightly considered at home." Id. (citing Daimler , 571 U.S. at 139 n.20, 134 S.Ct. 746 ). The Ranza court applied Daimler and recognized that Nike's Dutch-based subsidiary's activities in Oregon were limited compared to its extensive European contacts. Id. Therefore, the subsidiary could not be considered at home in Oregon. Id. at 1069-70.

Here, Lion Capital's designated member allegedly traveled to the United States to attend board of directors' meetings. (See, e.g. , LION_4334.) Lion Capital availed itself of the PTO by registering two trademarks and later defended those trademarks in the U.S. judicial system. Lion members attending board meetings are similar to the facts of Helicopteros and Ranza because, like those cases, Lion's executive(s) traveled to the relevant forum. And, using the PTO and the courts to defend a trademark is similar to conducting limited business in Helicopteros (purchasing helicopters) and Ranza (sending products to Oregon). Neither is sufficient to meet the exceptional case requirement.

The presence and holding out to the public of the office in New York and, later, Los Angeles, presents a more viable contact to assess the exceptional case requirement. It is clear that Lion Capital held out Lion Americas' North American office as belonging to Lion Capital generally or Lion Capital specifically. (See LION_6955, at 2; LION_4213.) Yet, post- Daimler , the presence of offices in the forum state does not, by itself, render a defendant subject to general jurisdiction. See 571 U.S. at 158, 134 S.Ct. 746 (Sotomayor, J., concurring in the judgment) ("[T]he majority holds today that Daimler is not subject to general jurisdiction in California despite its multiple offices, continuous operations, and billions of dollars' worth of sales there."). Lion Capital held out the North America office as one of its own, but the North American office was not Lion Capital's primary office. Its London office was and is home to the majority of Lion Capital employees and was where the Lion members ultimately directed operations. (Brown Decl. ¶ 4.) Lion Capital manages its four investment funds from the London office because, as Plaintiffs recognize, Lion Americas is a "non-discretionary investment advisor" to Lion Capital. (Id. ¶¶ 29-30; see Nation Opp'n 29.)

Daimler teaches that it is appropriate to compare business operations in the forum state with an entity's worldwide business activities. 571 U.S. at 139 n.20, 134 S.Ct. 746. The DPP Plaintiffs elucidate evidence demonstrating that two-thirds of Lion Capital's capital is from U.S. investors and Lion Capital's portfolio companies include U.S. and California-based companies. (DPP Opp'n 24-25.) Again, this evidence does not rise to the level necessary for general jurisdiction; the fact that capital comes from the United States and is invested in the United States does not derogate the fact that Lion Capital controlled its investments from London. See Daimler , 571 U.S. at 130 n.8, 134 S.Ct. 746 (noting that the Court's opinion in Perkins turned on the following: "All of [the defendant company's] activities were directed by the company's president from within Ohio" (citing Perkins v. Benguet Consol. Min. Co. , 342 U.S. 437, 447-48, 72 S.Ct. 413, 96 L.Ed. 485 (1952) ) ). The evidence demonstrates that Lion Capital's operations in the United Kingdom are greater than those in the United States and it is at home in the U.K. Thus, Lion Capital's activities do not rise to an exceptional case where general jurisdiction would be appropriate.

Further, Big Catch does not meet the exceptional case requirement because it is a holding company. Plaintiff has not alleged any actions undertaken by Big Catch, which is not surprising as Big Catch is a holding company and not an operating company. Thus, it cannot meet the exceptional case requirement.

In sum, the foregoing activities do not suggest that Lion Capital's operations were "so substantial and of such a nature as to render [it] at home in" the United States. Daimler , 571 U.S. at 139 n.19, 134 S.Ct. 746. The Court finds that neither Lion Capital nor Big Catch meet the exceptional case requirement. The Court finds it does not have general personal jurisdiction over Lion Capital or Big Catch, based on their contacts alone.

B. Whether the Court Has General Jurisdiction over Lion Americas

Defendants do not dispute that Lion Americas is properly before this Court. Lion Americas has a principal place of business in Santa Monica, California, which would subject it to general jurisdiction in California, and thus the United States. (See Brown Decl. ¶ 24.) Accordingly, this Court has personal jurisdiction over Lion Americas.

C. Whether Lion Americas' Contacts Impute to Lion Capital

Plaintiff the Cherokee Nation argues "it is through [Lion] Americas that Lion Capital solicits and engages in business in California, making itself 'at home' there." (Nation Opp'n 29 (citing Newport Components, Inc. v. NEC Home Electronics, Inc. , 671 F.Supp. 1525, 1534 n.10 (C.D. Cal. 1987) ; and Daimler , 571 U.S. at 136, 134 S.Ct. 746 ).) While the Cherokee Nation does not explicitly define its legal theory, essentially it seeks to impute Lion Americas' contacts to Lion Capital for purposes of general jurisdiction. The DPP Plaintiffs are more explicit; they argue that Lion Capital and Lion Americas "function as one," (DPP Opp'n 26), and Lion Capital is subject to the Court's general personal jurisdiction because of Lion Americas' California office, (see id. at 30).

"The existence of a parent-subsidiary relationship is insufficient, on its own, to justify imputing one entity's contacts with a forum state to another for the purpose of establishing personal jurisdiction." Ranza , 793 F.3d at 1070 (citing Unocal , 248 F.3d at 925-26 ). Generally, a parent corporation and its subsidiary are separate corporate forms, id. (citing Dole Food Co. v. Patrickson , 538 U.S. 468, 474, 123 S.Ct. 1655, 155 L.Ed.2d 643 (2003) ), and the rule of corporate separateness "insulates a parent corporation from liability created by its subsidiary, notwithstanding the parent's ownership of the subsidiary," id. at 1071 (citing United States v. Bestfoods , 524 U.S. 51, 61, 118 S.Ct. 1876, 141 L.Ed.2d 43 (1998) ). Despite the traditional rule of corporate separateness, the corporate veil may be pierced in limited circumstances, including in determining whether to exercise personal jurisdiction over a foreign defendant. Unocal , 248 F.3d at 926.

The Ninth Circuit previously held that district courts could test corporate separateness through either an agency relationship or an alter ego test. See id. (citing El-Fadl v. Central Bank of Jordan , 75 F.3d 668, 676 (D.C. Cir. 1996) ). Following the Supreme Court's opinion in Daimler , the Ninth Circuit has held that only the alter ego test remains viable to analyze corporate separateness for purposes of general jurisdiction. Ranza , 793 F.3d at 1071. Federal courts apply the law of the forum state to determine whether a corporation is an alter ego of an individual. S.E.C. v. Hickey , 322 F.3d 1123, 1128 (9th Cir. 2003) (citing Towe Antique Ford Found. v. IRS , 999 F.2d 1387, 1391 (9th Cir. 1993) ). To satisfy the alter ego exception, the plaintiff must demonstrate "(1) that there is such unity of interest and ownership that the separate personalities [of the two entities] no longer exist and (2) that failure to disregard [their separate identities] would result in fraud or injustice." Unocal , 248 F.3d at 926 (alterations in original) (quoting AT & T , 94 F.3d at 591 ); accord Automotriz Del Golfo De Cal. S. A. De C. V. v. Resnick , 47 Cal. 2d 792, 796, 306 P.2d 1 (1957).

Daimler also makes clear that even if the Court determines that one entity is the alter ego of the other, then foreign entity's activities in the forum jurisdiction must still meet the general jurisdiction requirements of being essentially "at home." 571 U.S. at 136, 134 S.Ct. 746 ("Even if we were to assume that [the domestic subsidiary] is at home in California, and further to assume that [its] contacts are imputable to [the foreign parent corporation], there would still be no basis to subject [the parent] to general jurisdiction in California, for [the parent's] slim contacts with the State hardly render it at home there." (footnote omitted) ).

The Court applies the two-part alter ego test to determine whether Lion Americas' contacts with the United States impute to Lion Capital.

1. Unity of Interest

a. Plaintiffs' Arguments

Plaintiffs elucidate three broad categories of control by Lion Capital over Lion Americas. First, Plaintiffs rely on the method by which Lion Capital does business and holds itself out to the public. For example, Lion Capital held itself out as having offices in both London and New York, and later California. (Nation Opp'n 11 (citing LION_6955, at 2; LION_4213; LION_28076); id. at 28 (citing LION_6955, at 2); DPP Opp'n 27-28.) At least eight of Lion Capital's members lived, worked, and were domiciled in the United States. (Id. (citing LION_14427); id. at 29 (citing, e.g., LION_12617).) And, one of Lion Capital's designated members allegedly attended at least nine board meetings in California. (Id. at 11-12 (citing, e.g., LION_4334).) The Cherokee Nation points to Lion Capital's own admission that Lion Americas lacks any authority to make any investment decisions because Lion Americas is a "non-discretionary investment advisor" to Lion Capital. (Id. at 29 (quoting MTD 10-11).) The DPP Plaintiffs contend that Lion Capital entered into a "management agreement" with Bumble Bee to provide "advisory services," but Lion Americas employees were the ones providing the advisory services. (DPP Opp'n 28.)

Second, several employees had roles in both Lion Capital and Lion Americas. For example, Mr. Richard Lewis was the director of Lion Capital Management Services Limited, which is a Lion Capital member; Mr. Lewis was also the Chief Compliance Officer of Lion Americas. (Nation Opp'n 14 (citing LION_14076, at 90).) And, Mr. Rory O'Connor was designated as Lion Americas' agent for service of process, (id. at 14-15 (citing LION_14062) ), while also a Lion Capital member, (id. at 15 (citing LION_14360, at 377) ). Lion's websites of these gentlemen do not distinguish between Lion Capital and Lion Americas. (DPP Opp'n 28-29.) And, Lion Capital has disclosed that it was paying wages to select Lion Americas' employees at the same time Lion Americas was paying those individuals. (Id. at 29 (citing Brown Decl., Ex. E).) Finally, Lion Capital's annual return identified Lion Americas' executives (Chang and Capps) as members of Lion Capital. (Id. (citing Declaration of Samantha Stein ("Stein Decl."), Ex. 34, ECF No. 1292-13).)

Third, Lion Capital submitted a Securities and Exchange Commission ("SEC") Form ADV. That form identified Lion Americas as a "related person" controlled by Lion Capital, states the two entities are under common control, and states the two entities share supervised persons. (Nation Opp'n 29 (citing LION_14557, at 563; and LION_14667, at 673-74).) Further, the same filing disclosed that Lion Americas kept its "books and records" with Lion Capital (DPP Opp'n 27.) Based on this evidence, Plaintiffs conclude that Lion Capital controls Lion Americas such that personal jurisdiction would be appropriate over Lion Capital. (Id. at 29-30.)

b. Defendants' Reply

Defendants argue that Plaintiffs fail to establish unity of interest. (Four Track Reply 17.) Mr. Brown declared that Lion Americas and Lion Capital maintain strict divisions between their management structures. (Brown Decl. ¶¶ 27, 30.) Defendants contend that none of Plaintiffs' arguments to the contrary rebut this testimony. First, there is an SEC filing that purports to show "control" of Lion Americas by Lion Capital Defendants state that "ownership of securities" is sufficient to satisfy the SEC's definition of control and, here, Lion America's is a wholly-owned subsidiary, i.e., an asset. (Id. at 18.) Second, Defendants aver that the existence of common officers and directors between a parent and subsidiary do not demonstrate unity of interest and Plaintiffs fail to rebut the fact that each common officer or director wore the appropriate "hat" when making corporate and operational decisions. (See id. at 19 (citing Sonora Diamond , 83 Cal. App. 4th at 548-49, 99 Cal.Rptr.2d 824 ).) For example, documents produced by Defendants show that Lion Capital and Lion Americas separately compensated their personnel. (See Brown Decl., Ex. E.) Thus, the two entities maintained corporate formalities.

Third, Defendants contend that Lion Americas' oversight of Bumble Bee supports their jurisdictional arguments. (See id. ) It was Lion Americas, not Lion Capital that monitored Bumble Bee. Fourth, Defendants argue that a website and email signatures that listed Lion Americas' personnel as working for Lion Capital do not demonstrate control. (Id. (citing Corcoran v. CVS Health Corp. , 169 F.Supp.3d 970, 984 (N.D. Cal. 2016) ).)

c. Court's Analysis

The unity of interest element requires "a showing that the parent controls the subsidiary to such a degree as to render the latter the mere instrumentality of the former." Ranza , 793 F.3d at 1073 (quoting Unocal , 248 F.3d at 926 ). The Ninth Circuit has described various situations where piercing the corporate veil may be appropriate. For example, the unity of interest test may be satisfied where the parent uses the subsidiary as a "marketing conduit" and attempts to shield itself from liability based on the subsidiary's activities. Unocal , 248 F.3d at 926 (citing United States v. Toyota Motor Corp. , 561 F.Supp. 354, 359 (C.D. Cal. 1983) ). Unity of interest may also be met when the parent corporation directs every facet of the subsidiary, "from broad policy decisions to routine matters of day-to-day operation[s]." Id. at 926-27 (quoting Rollins Burdick Hunter of S. Cal., Inc. v. Alexander & Alexander Servs., Inc. , 206 Cal. App. 3d 1, 11, 253 Cal.Rptr. 338 (1988) ).

Conversely, in Unocal , the Ninth Circuit discussed situations when alter ego is not appropriate. There, the court held that the plaintiff did not meet the unity of interest prong when the evidence demonstrated "an active parent corporation involved directly in decision-making about its subsidiaries' holdings," but the parent and subsidiaries "observe[d] all of the corporate formalities necessary to maintain corporate separateness." 248 F.3d at 928. The Unocal court determined the following evidence to be insufficient to establish unity of interest:

(1) involvement in its subsidiaries' acquisitions, divestments and capital expenditures; (2) formulation of general business policies and strategies applicable to its subsidiaries, including specialization in particular areas of commerce; (3) provision of loans and other types of financing to subsidiaries; (4) maintenance of overlapping directors and officers with its subsidiaries; and (5) alleged undercapitalization of its subsidiaries.

Unocal , 248 F.3d at 927 ; see also Ranza , 793 F.3d at 1073-74 (citing facts with approval). Likewise, in Ranza , the Ninth Circuit had evidence that each entity "lease[d] its own facilities, maintain[ed] its own accounting books and records, enter[ed] into contracts on its own and pa[id] its own taxes." Ranza , 793 F.3d at 1074. The court also recognized that the two entities had separate boards of directors, though one director served on both company's boards. Id. The Ranza court found such evidence insufficient to establish unity of interest, noting that "[s]ome employees and management personnel move between the entities, but that does not undermine the entities' formal separation." Id. (citing Kramer Motors, Inc. v. British Leyland, Ltd. , 628 F.2d 1175, 1177 (9th Cir. 1980) ).

Turning to the case at hand, the Court begins with the baseline observation that Lion Americas is a wholly owned subsidiary of Lion Capital. (Brown Decl. ¶ 6.) Defendants state that Lion Capital and Lion Americas "maintain strict divisions between their management structures in order to comply with the Alternative Investment Fund Managers Directive ("AIFMD"), a European Union regulation." (Id. ¶ 27.) To ignore the corporate distinction between these two entities, Plaintiffs must demonstrate more than direct involvement in financing and macro-management of the subsidiary; Lion Capital must "dictate [e]very facet [of Lion Americas'] business." Unocal , 248 F.3d at 926 (first alteration in original) (internal quotation and citations omitted).

Plaintiffs point to shared offices between Lion Americas and Lion Capital. It is clear that Lion Americas had an office in New York, which later moved to Los Angeles. It is also certain that both Lion Americas and Lion Capital held out these North America offices as generally belonging to the Lion entities. It is not evident from the record which entity actually owned the offices. Other district courts have found that simply because a parent holds out its subsidiary's office without the parent mentioning that the latter is a separate entity is not definitive evidence that the parent controls day-to-day operations over the subsidiary. See Pokemon Co. Int'l, Inc. v. Shopify, Inc. , No. 16-MC-80272-KAW, 2017 WL 697520, at *4 (N.D. Cal. Feb. 22, 2017) (citing Maple Leaf Adventures Corp. v. Jet Tern Marine Co. , No. 15-cv-2504-AJB-BGS, 2016 WL 3063956, at *4, 8 (S.D. Cal. Mar. 11, 2016) ). The Court does not discount that use of the same office is one factor under California alter ego analysis, see Associated Vendors, Inc. v. Oakland Meat Co. , 210 Cal. App. 2d 825, 839, 26 Cal.Rptr. 806 (1962), but without further evidence of day-to-day control, a shared office is unpersuasive.

Next, Plaintiffs point to shared members between Lion Americas and Lion Capital. For example, Messrs. Lindberg, Lewis, O'Connor all had roles in both Lion Americas and Lion Capital And, those individuals held themselves out to the public, both on websites and email as working for Lion Capital Yet, Unocal and Ranza both make clear that shared members is not sufficient to establish alter ego liability. See Ranza , 793 F.3d at 1074 Unocal , 248 F.3d at 927 ; see also Kramer Motors , 628 F.2d at 1177 (finding no alter ego relationship where parent company guaranteed loans for subsidiary, approved major decisions, placed several directors on the subsidiary's board, and was closely involved in pricing decisions); In re Conseco Ins. Co. Annuity Mktg. & Sales Practices Litig. , No. C-05-04726 RMW, 2008 WL 4544441, at *5 (N.D. Cal. Sept. 30, 2008) (finding insufficient unity of interest where officers shared positions and share the same headquarters). The overlap of board members or executive officers here does not demonstrate that Lion Capital exercised day to day control over the operations of Lion Americas. This conclusion is buttressed by Lion Capital's compensation structure, which demonstrates that the two entities maintained different pay structures. Lion Americas paid Lion Americas' employees; Lion Capital generally did not compensate Lion Americas' employees. The Court is not persuaded by Lion entities sharing a website or email signature. Separate corporate entities that hold themselves out to the public via websites as a singular entity does not demonstrate unity of interest. See Corcoran , 169 F.Supp.3d at 984 (collecting cases).

The remaining evidence submitted by Plaintiffs is likewise unpersuasive. Lion Capital's Form ADV demonstrates that Lion Americas was a "related person" and that the two entities are under common control. (See LION_14557, at 563; LION_14667, at 673-74.) As the DPP Plaintiffs explain, the SEC defines control as "[t]he power, directly or indirectly, to direct the management or policies of [Lion Americas] whether through ownership of securities, by contract, or otherwise." (DPP Opp'n 27 (alterations in original).) Directing the management or policies of a wholly owned subsidiary is entirely in line with Ranza and Unocal 's admonition that a parent may be involved in managing its subsidiary as long as they maintain corporate formalities necessary for corporate separateness. Moreover, the fact that Lion Capital complied with the SEC's disclosure requirements in the first instance buttresses the conclusion that it observes corporate formalities. Finally, Lion Americas' status as a "non-discretionary investment advisor" to Lion Capital does not explain how such a status deviates from the normal parent-subsidiary relationship.

To summarize the Ninth Circuit's guidance concerning unity of interest: "A parent corporation may be directly involved in financing and macro-management of its subsidiaries ... without exposing itself to a charge that each subsidiary is merely its alter ego." Ranza , 793 F.3d at 1074 (quoting Unocal , 248 F.3d at 927 ). The evidence demonstrates that Lion Capital exercised some level of control over Lion Americas and shared some personnel with it. However, Plaintiffs have not carried their burden to demonstrate that Lion Capital crossed from macro-management to day-to-day control over its subsidiary. The Court finds there was no unity of interest between Lion Americas and Lion Capital.

2. Alter Ego Conclusion

The DPP Plaintiffs argue that an inequitable result would follow because Lion Capital would not be held accountable for its acts and involvement in Bumble Bee. (DPP Opp'n 29.) Because Plaintiffs fail to carry their burden to demonstrate unity of interest, the Court does not reach the inequitable result argument.

Deviating from the rule of corporate separateness is an extreme remedy, sparingly used. Sonora Diamond Corp. v. Superior Court , 83 Cal. App. 4th 523, 539, 99 Cal.Rptr.2d 824 (2000) (citing Calvert v. Huckins , 875 F.Supp. 674, 678 (E.D. Cal. 1995) ). The facts here do not rise to such an extreme level. Accordingly, the Court finds that Plaintiffs fail to demonstrate Lion Americas' contact impute general personal jurisdiction to Lion Capital.

Finally, even if the Court were to assume that Lion Americas' contacts impute to Lion Capital, there is no still no basis to subject Lion Capital to general jurisdiction because the combined Lion Americas and Lion Capital contacts with the United States are not sufficient to render Lion Capital at home in the United States when considering the entirety of Lion Capital's contacts. See Daimler , 571 U.S. at 136-37, 134 S.Ct. 746. Even considering the Lion Americas' employees, the majority of Lion's employees reside and work in the U.K. (See Brown Decl. ¶¶ 15, 26.) The majority of Lion Capital's partners are domiciled in the U.K. (Id. ¶¶ 8-11.) And, Lion Capital manages their investment funds from London; the United States office operates in an advisory capacity. (See id. ¶¶ 4, 12.) Lion Capital is at home in the United Kingdom, not the United States.

II. Specific Jurisdiction

Due process "constrains a State's authority to bind a nonresident defendant to a judgment of its courts." Walden v. Fiore , 571 U.S. 277, 283, 134 S.Ct. 1115, 188 L.Ed.2d 12 (2014) (citing World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 291, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980) ). "A nonresident defendant must have 'certain minimum contacts with [the forum] such that the maintenance of the suit does not offend 'traditional notions of fair play and substantial justice.' ' " Axiom Foods, Inc. v. Acerchem Int'l, Inc. , 874 F.3d 1064, 1068 (9th Cir. 2017) (alteration in original) (quoting Int'l Shoe , 326 U.S. at 316, 66 S.Ct. 154 ). "The inquiry whether a forum State may assert specific jurisdiction over a nonresident defendant 'focuses on the relationship among the defendant, the forum, and the litigation.' " Walden , 571 U.S. at 283-84, 134 S.Ct. 1115 (internal quotation marks omitted) (quoting Keeton v. Hustler Magazine, Inc. , 465 U.S. 770, 775, 104 S.Ct. 1473, 79 L.Ed.2d 790 (1984) ).

There are two principles undergirding the defendant-focused inquiry. "First, the relationship between the nonresident defendant, the forum, and the litigation 'must arise out of contacts that the "defendant himself " creates with the forum State.' " Axiom Foods , 874 F.3d at 1068 (quoting Walden , 571 U.S. at 284, 134 S.Ct. 1115 ). "Second, the minimum contacts analysis examines 'the defendant's contacts with the forum State itself, not the defendant's contacts with persons who reside there.' " Id. (quoting Walden , 571 U.S. at 285, 134 S.Ct. 1115 ).

Courts apply a three-part test to exercise specific jurisdiction over a non-resident defendant:

(1) the defendant either "purposefully direct[s]" its activities or "purposefully avails" itself of the benefits afforded by the forum's laws; (2) the claim "arises out of or relates to the defendant's forum-related activities; and (3) the exercise of jurisdiction [ ] comport[s] with fair play and substantial justice, i.e., it [is] reasonable."

Williams v. Yamaha Motor Co. , 851 F.3d 1015, 1023 (9th Cir. 2017) (alterations in original) (quoting Dole Food Co. v. Watts , 303 F.3d 1104, 1111 (9th Cir. 2002) ). The burden is on the plaintiff to establish the first two prongs. Axiom Foods , 874 F.3d at 1068 (citing Schwarzenegger , 374 F.3d at 802 ). If the plaintiff satisfies the first two prongs then the defendant must present a " 'compelling case' that exercise of jurisdiction would not be reasonable." CollegeSource, Inc. v. AcademyOne, Inc. , 653 F.3d 1066, 1076 (9th Cir. 2011) (quoting Burger King Corp. v. Rudzewicz , 471 U.S. 462, 476-78, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ).

Where a case sounds in a tort, courts employ the purposeful direction test. See Axiom Foods , 874 F.3d at 1069 (citing Schwarzenegger , 374 F.3d at 802 ). Courts in this circuit apply the purposeful direction test to antitrust cases. See In re Capacitors Antitrust Litig. , No. 14-cv-3264-JD, 2015 WL 3638551, at *2 (N.D. Cal. June 11, 2015) (citing In re W. States Wholesale Natural Gas Antitrust Litig. , 715 F.3d 716, 743 (9th Cir. 2013), aff'd sub nom.

Oneok, Inc. v. Learjet, Inc. , --- U.S. ----, 135 S.Ct. 1591, 191 L.Ed.2d 511 (2015) ; and Fleury v. Cartier Int'l , No. C-05-4525 EMC, 2006 WL 2934089, at *2 (N.D. Cal. Oct. 13, 2006) ).

Before applying the Ninth Circuit's three-part test for specific jurisdiction, the Court takes a detour into the realm of alter egos and imputing contacts. Plaintiffs assert a variety of facts and theories for the purposes of imputing the contacts of two entities already subject to the Court's jurisdiction-Bumble Bee and Lion Americas-to the two entities beyond the Court's jurisdiction-Lion Capital and Big Catch. The Court addresses Plaintiffs' Bumble Bee alter ego arguments first and then applies the traditional specific jurisdiction test. Finally, the Court will address Big Catch's alter ego status.

A. Whether Bumble Bee's Contacts May Be Imputed to Lion Capital

The Bashas Plaintiffs contend that Lion Capital is an alter ego of Bumble Bee and the Court should exercise personal jurisdiction over Lion Capital because of Bumble Bee's contacts. (Bashas Opp'n 27-31, 33.)

1. Whether Lion Capital or Lion Americas Must Own Bumble Bee

Before applying the two-part alter ego test, the Court addresses Defendants' threshold argument. Defendants argue that neither Lion Capital nor Lion Americas is a parent corporation to Bumble Bee. (MTD 25) (citing Brown Decl. ¶ 20); (Reply 19.) From that premise, Defendants conclude that Plaintiffs' alter ego analysis fails because Plaintiffs admit that the Lion entities are not equitable owners of Bumble Bee. (Reply 19 (citing Sonora Diamond , 83 Cal. App. 4th at 538, 99 Cal.Rptr.2d 824 ).) Plaintiffs contend that the alter ego test is a functional, not formal test and does not turn on formal corporate ownership. (Nation Opp'n 39 n.39 (citing United States v. Standard Beauty Supply Stores, Inc. , 561 F.2d 774, 777 (9th Cir. 1977) ); Bashas Opp'n 30 n.20 (same).)

The general rule is that a subsidiary corporation is "one that is controlled by another corporation by reason of the latter's ownership of at least a majority of the shares of capital stock." 1 William Meade Fletcher, Cyclopedia of the Law of Corporations , § 26 (rev. ed. 2017) ; see also Dole Food , 538 U.S. at 475, 123 S.Ct. 1655 (discussing general rule for subsidiaries of subsidiaries). The Ninth Circuit has previously held that "[o]wnership is a prerequisite to alter ego liability, and not a mere 'factor' or 'guideline.' " Hickey , 322 F.3d at 1128. However, the circuit later clarified in In re Schwarzkopf , 626 F.3d 1032, 1038 (9th Cir. 2010), that " Hickey ... did not foreclose the possibility that equitable ownership might be sufficient in some contexts." Schwarzkopf went on to consider several California decisions finding equitable ownership. See id. at 1038-39.

Here, neither Lion Capital nor Lion Americas directly owns Bumble Bee. Rather, one of Lion Capital's investment funds owns Big Catch, which owns Bumble Bee's assets. Lion Capital does not own its investment fund, but controls the fund and directs its investments. Thus, there is some nexus of control between Lion Capital and Bumble Bee, but Plaintiffs have not demonstrated direct stock ownership.

The next issue is whether Lion Capital has equitable ownership of Bumble Bee, despite not having direct ownership. Schwarzkopf indicates that equitable ownership is permitted under California law. The DPP Plaintiffs take up this argument stating that Lion Capital acts as Bumble Bee's owner and holds itself out as such; thus, Lion Capital is Bumble Bee's equitable owner. (DPP Opp'n 15 n.9.) Defendants aver that Lion Capital and Lion Americas are not the equitable owners of Bumble Bee because one of Lion Capital's funds owns Big Catch. (Reply 19.) For example, the DPP Complaint discloses an organizational chart that shows that the one of the funds owns Bumble Bee. (Four Track Reply 15 (citing "DPP Compl." ¶ 43, ECF No. 911).) Defendants distinguish cases finding equitable ownership because the Lion entities are not part of the "chain" of Bumble Bee's ownership. (Id. at 16 (citing Tatung Co. v. Shu Tze Hsu , 217 F.Supp.3d 1138, 1177 (C.D. Cal. 2016) ).)

In Tatung Co. , the district court discussed whether equitable ownership was suffic