Loredana Ranza v. Nike, Inc.

FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

LOREDANA RANZA, No. 13-35251

Plaintiff-Appellant,

D.C. No.

v. 3:10-cv-01285-

AC

NIKE, INC., an Oregon corporation;

NIKE EUROPEAN OPERATIONS

NETHERLANDS, B.V., a foreign OPINION

corporation,

Defendants-Appellees.

Appeal from the United States District Court

for the District of Oregon

Anna J. Brown, District Judge, Presiding

Argued and Submitted

March 4, 2015—Portland, Oregon

Filed July 16, 2015

Before: Raymond C. Fisher, Richard A. Paez

and Sandra S. Ikuta, Circuit Judges.

Opinion by Judge Fisher

2 RANZA V. NIKE

SUMMARY*

Personal Jurisdiction/Forum Non Conveniens

The panel affirmed the dismissal, on grounds of lack of

personal jurisdiction and forum non conveniens, of a

complaint alleging sex and age discrimination in the

workplace in violation of Title VII and the Age

Discrimination in Employment Act.

The alleged discriminatory conduct occurred in the

Netherlands. The panel held that the contacts with Oregon of

the plaintiff’s employer, a foreign subsidiary of Nike, Inc.,

were insufficient to make the subsidiary amenable to general

personal jurisdiction there. In addition, the plaintiff did not

show that the subsidiary was an alter ego of Nike, and thus

that the district court could attribute Nike’s contacts with the

forum state to the foreign subsidiary for the purpose of

exercising general personal jurisdiction over the subsidiary.

The panel affirmed the dismissal of claims against Nike

under the doctrine of forum non conveniens because the

Netherlands provided a more convenient forum than Oregon,

and the Dutch Equal Treatment Commission was an adequate

alternative forum and had already considered and rejected the

plaintiff’s claims.

*

This summary constitutes no part of the opinion of the court. It has

been prepared by court staff for the convenience of the reader.

RANZA V. NIKE 3

COUNSEL

Richard C. Busse (argued) and Kirsten Rush, Busse & Hunt,

Portland, Oregon, for Plaintiff-Appellant.

Amy Joseph Pedersen (argued) and Laura E. Rosenbaum,

Stoel Rives LLP, Portland, Oregon; Leonard J. Feldman and

Charles E. Gussow, Stoel Rives LLP, Seattle, Washington,

for Defendants-Appellees.

OPINION

FISHER, Circuit Judge:

Plaintiff Loredana Ranza appeals the district court’s

dismissal of her complaint alleging sex and age

discrimination in the workplace in violation of Title VII of

the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e-2, 2000e-3,

and the Age Discrimination in Employment Act of 1967

(ADEA), 29 U.S.C. § 623. Ranza brought claims in the

District of Oregon against her former employer, Nike

European Operations Netherlands, B.V. (NEON), and

NEON’s parent company, Nike, Inc., which is headquartered

in Oregon. The alleged discriminatory conduct occurred in

the Netherlands.

We first hold NEON’s contacts with the state of Oregon

are insufficient to make it amenable to general personal

jurisdiction there, pursuant to Daimler AG v. Bauman, 134 S.

Ct. 746 (2014). We then decide under what circumstances a

court may attribute a parent company’s contacts with the

forum state to its foreign subsidiary for the purpose of

exercising general personal jurisdiction over the subsidiary.

4 RANZA V. NIKE

We hold a court may do so upon a showing that the

subsidiary is an alter ego of its parent, consistent with Doe v.

Unocal Corp., 248 F.3d 915 (9th Cir. 2001). Because Ranza

has not shown NEON is Nike’s alter ego, we affirm the

dismissal of the claims against NEON for lack of personal

jurisdiction. Finally, we affirm the dismissal of the claims

against Nike under the doctrine of forum non conveniens

because the Netherlands provides a more convenient forum

than Oregon to hear Ranza’s claims, the Dutch Equal

Treatment Commission is an adequate alternative forum and

it has already considered and rejected Ranza’s claims.

BACKGROUND

Nike is a global brand of footwear, apparel and sports

equipment whose headquarters are in Oregon. NEON is a

wholly owned subsidiary of Nike, organized as a private

limited liability company under the law of the Netherlands.

NEON enters into licensing agreements with Nike to sell

Nike-branded products primarily in Europe.

Ranza is a United States citizen who resided in the

Netherlands during the events giving rise to this action and

has since moved to Germany. NEON hired her in September

1996 as a product line sales manager after a series of

interviews with both NEON and Nike executives. She

underwent four months of training with Nike in the United

States before she began her job with NEON at the company’s

office in Hilversum, the Netherlands. Ranza alleges she was

subjected to sex and age discrimination during her time at

NEON and was terminated in October 2008 in retaliation for

opposing this discrimination.

RANZA V. NIKE 5

As required under Dutch law, NEON sought approval

from a court located in Hilversum before terminating Ranza.

Ranza was represented by counsel at this proceeding and was

afforded a hearing before the Court of Hilversum. The court

found Ranza’s termination was “neutral,” i.e., that no party

was at fault, and granted NEON permission to terminate her

employment. The court also awarded Ranza approximately

$205,000 in severance pay. Although NEON asked the Dutch

court to rule on whether Ranza had a legitimate claim of

discrimination, the court expressly declined to do so, stating

that such a claim should be brought before the Dutch Equal

Treatment Commission (ETC) or a court in the United States.

While the Court of Hilversum decision was pending,

Ranza initiated a claim of discrimination before the ETC.

According to an English translation of an ETC publication,

the ETC is a “special ‘enforcement institution[]’” established

by the Dutch government to help implement the country’s

equal treatment laws.1 It is separate from the judiciary but

shares some features in common with a judicial tribunal: its

nine commissioners have salary protections, decisional

independence and insulation from firing by the government.

It “provides easy access to an independent and expert

judgement in matters of alleged unequal treatment and/or

discrimination, both for individuals and for private and public

organisations and institutions.” Its proceedings are “less

formal than a court procedure,” but litigants are permitted to

submit evidence, present witnesses and argue their case at a

hearing. When investigating a complaint, the ETC can make

direct inquiries of the parties and call on independent experts

to evaluate the facts.

1

Dutch law prohibits discrimination in employment on the basis of sex

and age, among other protected statuses.

6 RANZA V. NIKE

The ETC does not provide direct relief, however; its

power is in its ability to persuade the parties or a court of law

to act in accordance with its conclusions and

recommendations. It determines whether unlawful

discrimination has occurred and publishes reasoned opinions

applying the law to the facts of a case. It can also make

recommendations to prevent future discrimination. But it has

no authority to enforce its judgments or recommendations.

After the Commission issues a judgment finding

discrimination, it follows up with the parties to determine

whether the defendant has taken remedial actions and to

encourage compliance. Although the ETC cannot impose

penalties or other sanctions on a defendant who fails to

remedy discrimination, a complainant may try to persuade a

court of law to enforce an ETC judgment, either through

money damages or injunctive relief. In such a case, the

Commission’s determination that discrimination has occurred

“can be of great value,” according to the Commission, in part

because the ETC takes considerable effort in drafting its

judgments to make them persuasive to the parties and the

courts. Additionally, the ETC itself may bring legal action in

Dutch courts to enforce its judgments.

Here, the ETC held a hearing on Ranza’s claims of

discrimination in June 2009. Ranza and NEON

representatives were present at the hearing (along with

English translators) and were represented by counsel. At the

conclusion of the hearing, the ETC initiated an investigation

and requested further information from the parties. The ETC

also asked its independent job evaluation expert to investigate

Ranza’s claims and provided the expert’s findings to the

parties to give them an opportunity to respond. After

concluding its investigation, the ETC issued a thorough

opinion in June 2010, finding NEON “ha[d] not discriminated

RANZA V. NIKE 7

[against] L. Ranza during her work on the basis of sex or age,

nor ha[d] [it] acted in violation of the victimization

prohibition [under Dutch law].” The opinion addressed each

of Ranza’s allegations, including her claims that NEON

discriminated against her when it promoted a younger, less

qualified male instead of her; that NEON paid Ranza less

than her more junior male coworkers; and that NEON fired

her because of her sex, age and in retaliation for her

complaints of discrimination. The opinion presented the

facts, law and positions of the parties on each of Ranza’s

claims before concluding they lacked merit.

While the two Dutch proceedings were pending in 2008,

Ranza filed an employment discrimination claim with the

U.S. Equal Employment Opportunity Commission (EEOC)

against NEON, later adding parent-company Nike as a

respondent. The EEOC denied the claim, stating it was

deferring to the findings of the Dutch ETC.

Ranza then filed suit against NEON and Nike in the

District of Oregon, and the case was referred to a magistrate

judge. Nike and NEON moved to dismiss for lack of

personal jurisdiction and other pleading defects. After

permitting jurisdictional discovery, the magistrate judge

concluded the court lacked personal jurisdiction over NEON

because the Dutch company did not have sufficient contacts

with Oregon to justify general jurisdiction. Although he

found NEON was Nike’s “alter ego,” which is a concept

borrowed from corporate law that courts use to impute a local

entity’s contacts to its foreign affiliate to extend jurisdiction

to the latter, he nevertheless determined it would be

unreasonable to exercise jurisdiction over NEON because of

the burden it would place on the company and the

inconvenience of litigating claims in which the relevant

8 RANZA V. NIKE

events and witnesses are “chiefly” located abroad. As for the

claims against Nike, the magistrate judge rejected Nike’s

argument that Ranza had failed to exhaust her administrative

remedies. But he recommended granting Nike’s motion to

dismiss because Ranza presented insufficient evidence that

Nike controlled NEON, which is a prerequisite for extending

liability under Title VII and the ADEA to the activities of an

American company’s foreign subsidiary. He alternatively

recommended the entire case be dismissed for forum non

conveniens, finding Ranza had an adequate and more

convenient alternative forum for her claims in the

Netherlands.

Reviewing the magistrate judge’s findings de novo, the

district court agreed it lacked personal jurisdiction over

NEON and that Ranza had failed to state a claim against Nike

under Title VII or the ADEA, dismissing her claims with

prejudice. The court declined to consider or adopt the

magistrate judge’s recommendations regarding exhaustion of

administrative remedies or forum non conveniens,

determining the lack of jurisdiction over NEON and the

failure to state a claim against Nike fully resolved the case.

Ranza appealed. We have jurisdiction under 28 U.S.C.

§ 1291.

STANDARD OF REVIEW

We review de novo a district court’s dismissal for lack of

personal jurisdiction. See Martinez v. Aero Caribbean,

764 F.3d 1062, 1066 (9th Cir. 2014). “In opposing a

defendant’s motion to dismiss for lack of personal

jurisdiction, the plaintiff bears the burden of establishing that

jurisdiction is proper.” CollegeSource, Inc. v. AcademyOne,

Inc., 653 F.3d 1066, 1073 (9th Cir. 2011). “Where, as here,

RANZA V. NIKE 9

the defendant’s motion is based on written materials rather

than an evidentiary hearing, ‘the plaintiff need only make a

prima facie showing of jurisdictional facts to withstand the

motion to dismiss.’” Id. (quoting Brayton Purcell LLP v.

Recordon & Recordon, 606 F.3d 1124, 1127 (9th Cir. 2010)).

A plaintiff may not simply rest on the “bare allegations of

[the] complaint.” Schwarzenegger v. Fred Martin Motor Co.,

374 F.3d 797, 800 (9th Cir. 2004) (quoting Amba Mktg. Sys.,

Inc. v. Jobar Int’l, Inc., 551 F.2d 784, 787 (9th Cir. 1977)).

But uncontroverted allegations must be taken as true, and

“[c]onflicts between parties over statements contained in

affidavits must be resolved in the plaintiff’s favor.” Id.

DISCUSSION

I. Personal Jurisdiction over NEON

“Federal courts ordinarily follow state law in determining

the bounds of their jurisdiction over [defendants].” Daimler

AG v. Bauman, 134 S. Ct. 746, 753 (2014) (citing Fed. R.

Civ. P. 4(k)(1)(A)). Oregon law authorizes personal

jurisdiction over defendants to the full extent permitted by the

United States Constitution. See Or. R. Civ. P. 4 L. We

therefore inquire whether the District of Oregon’s exercise of

jurisdiction over NEON “comports with the limits imposed

by federal due process.” Daimler, 134 S. Ct. at 753.

For the exercise of personal jurisdiction over a defendant,

due process requires that the defendant “have certain

minimum contacts” with the forum state “such that the

maintenance of the suit does not offend ‘traditional notions of

fair play and substantial justice.’” Int’l Shoe Co. v.

Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v.

Meyer, 311 U.S. 457, 463 (1940)). The strength of contacts

10 RANZA V. NIKE

required depends on which of the two categories of personal

jurisdiction a litigant invokes: specific jurisdiction or general

jurisdiction. See Daimler, 134 S. Ct. at 754; Martinez,

764 F.3d at 1066.

Specific jurisdiction exists when a case “aris[es] out of or

relate[s] to the defendant’s contacts with the forum.”

Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S.

408, 414 n. 8 (1984). It “depends on an affiliation between

the forum and the underlying controversy, principally,

activity or an occurrence that takes place in the forum State

and is therefore subject to the State’s regulation.” Goodyear

Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846,

2851 (2011) (alterations and internal quotation marks

omitted). Hence, it is “specific” to the case before the court.

General jurisdiction, in contrast, permits a court to hear “any

and all claims” against a defendant, whether or not the

conduct at issue has any connection to the forum. Id.; see

Martinez, 764 F.3d at 1066 (“[G]eneral jurisdiction . . .

allows a defendant to be haled into court in the forum state to

answer for any of its activities anywhere in the world.”

(internal citations and quotation marks omitted)).2 As Ranza

does not argue NEON’s contacts with Oregon give rise to or

relate to her cause of action, specific jurisdiction is not at

issue. She must therefore show Oregon’s exercise of general

jurisdiction over NEON comports with due process.

Because the assertion of judicial authority over a

defendant is much broader in the case of general jurisdiction

2

General jurisdiction is also referred to as “all-purpose” jurisdiction,

Daimler, 134 S. Ct. at 757, whereas specific jurisdiction is sometimes

referred to as “case-specific” or “case-linked” jurisdiction, id.; Goodyear,

131 S. Ct. at 2851.

RANZA V. NIKE 11

than specific jurisdiction, a plaintiff invoking general

jurisdiction must meet an “exacting standard” for the

minimum contacts required. CollegeSource, 653 F.3d at

1074. “[G]eneral jurisdiction requires affiliations so

continuous and systematic as to render the foreign

corporation essentially at home in the forum State, i.e.,

comparable to a domestic enterprise in that State.” Daimler,

134 S. Ct. at 758 n.11 (citations, internal quotation marks and

alterations omitted). Such contacts must be “constant and

pervasive.” Id. at 751. The paradigmatic locations where

general jurisdiction is appropriate over a corporation are its

place of incorporation and its principal place of business. See

id. at 760. “Only in an ‘exceptional case’ will general

jurisdiction be available anywhere else.” Martinez, 764 F.3d

at 1070 (citing Daimler, 134 S. Ct. at 761 n.19).

Ranza argues NEON’s contacts with Oregon are

sufficiently pervasive to subject it to general jurisdiction

there. Alternatively, she contends NEON is sufficiently close

to its parent company that Nike’s contacts with Oregon,

which are sufficiently pervasive, should be attributed to

NEON. We reject both arguments.

A. NEON’s Contacts with Oregon

Oregon is neither NEON’s place of incorporation nor its

principal place of business. NEON is a limited liability

company registered in the Netherlands whose principal

business activity is marketing athletic footwear, apparel and

equipment outside the United States. Its offices are in the

Netherlands and it pays taxes there. It has over a thousand

employees in that country. Nonetheless, Ranza argues

NEON’s business contacts with Oregon make it “essentially

at home” in Oregon. She points to the presence of “20 to 27

12 RANZA V. NIKE

NEON employees working in Oregon on expatriate

assignments [to Nike] at any one time between 2006 and

2008,” NEON employees’ average of “47 trips per month to

Oregon” to conduct business meetings between 2006 and

2011, NEON’s “entering into contracts whereby Nike in

Oregon is to act as NEON’s agent” in various business

arrangements and the presence of NEON’s products in

Oregon stores.

Although these business contacts with Oregon may have

sufficed to establish specific jurisdiction over NEON had

Ranza’s claims arisen from these contacts, they are not

pervasive enough to establish jurisdiction for any cause of

action against NEON. The Supreme Court has held business

contacts that are “in some sense continuous and systematic”

cannot establish general jurisdiction unless they are “so

continuous and systematic as to render [the corporation]

essentially at home in the forum State.” Daimler, 134 S. Ct.

at 761 (internal quotation marks omitted); see also Goodyear,

131 S. Ct. at 2856 (“A corporation’s ‘continuous activity of

some sorts within a state,’ . . . ‘is not enough to support the

demand that the corporation be amenable to suits unrelated to

that activity.’” (quoting Int’l Shoe, 326 U.S. at 318)).

Two Supreme Court cases demonstrate why NEON’s

contacts with Oregon are insufficient. In Helicopteros

Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (1984),

the Court held a Texas court could not assert general personal

jurisdiction over a Colombian corporation when the

corporation’s contacts were limited to executive travel to and

from Texas, accepting bank account checks drawn on a

Houston bank, purchasing helicopters, equipment and training

services from a Texas corporation, and sending employees to

Texas for training. See id. at 416–18. Similarly, in

RANZA V. NIKE 13

Goodyear, the Court held a North Carolina court could not

assert general jurisdiction over foreign subsidiaries of an

American tire manufacturer even though some of the tires

manufactured by those subsidiaries were distributed in North

Carolina. See 131 S. Ct. at 2854–57.

NEON’s relationship to Oregon is similar to the

defendants’ relationships with the forum states in

Helicopteros and Goodyear. NEON sends employees and

products into Oregon and engages in commercial transactions

there, but such business activity is not so pervasive as to

render it “essentially at home” in Oregon. Daimler, 134 S.

Ct. at 761; see id. at 760–61 (rejecting the proposition that

general jurisdiction is appropriate wherever a corporation

“engages in a substantial, continuous, and systematic course

of business”); id. at 761–62 nn.18 & 20 (noting that “doing

business” has long been abandoned as the test for general

jurisdiction). Moreover, the general jurisdiction 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. See id. at 762 n.20

(“General jurisdiction . . . calls for an appraisal of a

corporation’s activities in their entirety, nationwide and

worldwide. A corporation that operates in many places can

scarcely be deemed at home in all of them.”). In contrast

with NEON’s extensive contacts in Europe, where the vast

majority of its employees and business activities are located,

the company’s limited activities in Oregon do not render it

“essentially at home” there.3

3

Although the parties and the district court discussed at length whether

the exercise of general jurisdiction would be “reasonable” in this instance,

Daimler clarified that the reasonableness test articulated in Asahi Metal

Industry Co. v. Superior Court of California, Solano County, 480 U.S.

14 RANZA V. NIKE

B. Imputing Nike’s Contacts to NEON

We next address Ranza’s attempt to establish general

jurisdiction over NEON by attributing Nike’s Oregon

contacts to its foreign subsidiary through the agency and alter

ego theories borrowed from the veil-piercing doctrine of

corporate law.

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. See Doe v. Unocal Corp.,

248 F.3d 915, 925–26 (9th Cir. 2001). “A basic tenet of

American corporate law is that the corporation and its

shareholders are distinct entities.” Dole Food Co. v.

Patrickson, 538 U.S. 468, 474 (2003). As a general principle,

corporate separateness insulates a parent corporation from

liability created by its subsidiary, notwithstanding the

parent’s ownership of the subsidiary. See United States v.

Bestfoods, 524 U.S. 51, 61 (1998). However, in certain

limited circumstances, the veil separating affiliated entities

may be pierced to impute liability from one entity to the

other. See id. at 62; Anderson v. Abbott, 321 U.S. 349,

362–63 (1944). As in the context of corporate liability, the

veil separating affiliated corporations may also be pierced to

exercise personal jurisdiction over a foreign defendant in

certain limited circumstances. See Unocal, 248 F.3d at 926;

Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640, 653

& n.18 (5th Cir. 2002) (collecting cases from various

102, 113–16 (1987), is reserved for the specific jurisdiction inquiry and

plays no role in the general jurisdiction inquiry. See Daimler, 134 S. Ct.

at 762 n.20.

RANZA V. NIKE 15

circuits). The parties dispute what those circumstances are

and whether the Nike-NEON relationship fits within them.

Before the Supreme Court’s Daimler decision, this circuit

permitted a plaintiff to pierce the corporate veil for

jurisdictional purposes and attribute a local entity’s contacts

to its out-of-state affiliate under one of two separate tests: the

“agency” test and the “alter ego” test. See Bauman v.

DaimlerChrysler Corp., 644 F.3d 909, 920 (9th Cir. 2011),

rev’d sub nom. Daimler AG v. Bauman, 134 S. Ct. 746

(2014). The agency test required a plaintiff to show the

subsidiary “perform[ed] services that [were] sufficiently

important to the foreign corporation that if it did not have a

representative to perform them, the corporation’s own

officials would undertake to perform substantially similar

services.” Id. (quoting Unocal, 248 F.3d at 928). The

Supreme Court invalidated this test. See Daimler, 134 S. Ct.

at 759. It held that focusing on whether the subsidiary

performs “important” work the parent would have to do itself

if the subsidiary did not exist “stacks the deck, for it will

always yield a pro-jurisdiction answer.” Id. Such a theory,

the Court concluded, sweeps too broadly to comport with the

requirements of due process. See id. at 759–60. The agency

test is therefore no longer available to Ranza to establish

jurisdiction over NEON.

In contrast to the agency test, the Court left intact this

circuit’s alter ego test for “imputed” general jurisdiction. See

id. at 759 (noting, without opining on, the fact that “several

Courts of Appeals” employ an alter ego test). The alter ego

test is designed to determine whether the parent and

subsidiary are “not really separate entities,” such that one

entity’s contacts with the forum state can be fairly attributed

to the other. Unocal, 248 F.3d at 926. The “alter ego . . .

16 RANZA V. NIKE

relationship is typified by parental control of the subsidiary’s

internal affairs or daily operations.” Id. We examine Nike’s

relationship with NEON under this alter ego test.

1. Applying the Alter Ego Theory to a Foreign

Subsidiary

As an initial matter, NEON argues Ranza is asking us to

apply the alter ego test in an unprecedented fashion. Rather

than seeking to impute a subsidiary’s local contacts to a

foreign parent, which is the traditional application of the alter

ego test, see, e.g., id. at 925–26, Ranza seeks to impute a

local parent’s contacts to a foreign subsidiary. Yet, like the

typical application of the alter ego test, Ranza supports her

imputation theory based on the parent Nike’s allegedly

extensive control over its subsidiary NEON. Thus, whereas

the alter ego test has traditionally been used to bring a

controlling parent into a controlled subsidiary’s home forum,

Ranza attempts to use the test to bring a controlled subsidiary

into the controlling parent’s home forum.4

4

The Supreme Court confronted a similar imputation argument in

Goodyear Dunlop Tires Operations, S.A. v. Brown, where the plaintiff

family members of a group of North Carolina boys who died in a bus

accident in France asked a North Carolina court to exercise general

jurisdiction over Goodyear USA’s foreign subsidiaries who manufactured

the allegedly defective tires. See 131 S. Ct. at 2851–52. But the Court

declined to reach the question of whether Goodyear USA’s ties to North

Carolina could be imputed to its foreign subsidiaries, because the plaintiffs

waived that argument by failing to raise it in lower court proceedings. See

id. at 2857 (noting respondents failed to raise their “single enterprise”

theory until after certiorari was granted). The Court ultimately held North

Carolina courts could not exercise general jurisdiction over Goodyear’s

foreign subsidiaries, relying only on the foreign subsidiaries’ insufficient

contacts with the forum state. See id.

RANZA V. NIKE 17

Ranza offers no binding authority applying the alter ego

test in reverse. She does, however, highlight persuasive

reasoning from a district court opinion addressing this issue

in the context of a multidistrict antitrust dispute in which the

plaintiffs sought to establish general jurisdiction over foreign

subsidiaries of domestic candy manufacturers:

[O]ur sister courts have consistently exercised

alter ego jurisdiction over either the parent or

the subsidiary based upon the other’s

connections to the forum. This broader

formulation reflects the common-sense

principle that the court should not defer to

corporate boundaries that the defendant itself

has disregarded. When two organizations

assume alter ego status, they effectively

operate as a single, unified entity

notwithstanding the superficial corporate

boundaries between them. The consolidated

entity is subject to jurisdiction in any forum

where it operates regardless of which formal

corporation maintains an in-forum presence.

Courts commonly exercise alter ego

jurisdiction over a foreign parent based upon

its control of an in-forum subsidiary, but

reversal of the entities’ geographic placement

does not restrict the application of alter ego

principles.

In re Chocolate Confectionary Antitrust Litig., 674 F. Supp.

2d 580, 599 n.25 (M.D. Pa. 2009) (citations and internal

quotation marks omitted).

18 RANZA V. NIKE

This is sound reasoning. Because we treat the parent and

subsidiary as “not really separate entities” if they satisfy the

alter ego analysis, Unocal, 248 F.3d at 926, there is no greater

justification for bringing the parent into the subsidiary’s

forum than for doing the reverse. See Lea Brilmayer &

Kathleen Paisley, Personal Jurisdiction and Substantive

Legal Relations: Corporations, Conspiracies, and Agency,

74 Calif. L. Rev. 1, 13–15 (1986) (discussing how the theory

of corporate “merger” justifies imputing the entities’ contacts

in either direction).5 In fact, exercising general jurisdiction

over both entities in the parent’s forum is just as defensible (if

not more so) under due process principles as haling the parent

into the subsidiary’s forum. If the two entities are to be

treated as a single enterprise, the stronger candidate for the

“home” of that enterprise is likely where the controlling

parent most closely affiliates. Cf. Daimler, 134 S. Ct. at 760

(“With respect to a corporation, the place of incorporation

and principal place of business are ‘paradig[m] . . . bases for

general jurisdiction.’” (alterations in original) (quoting Lea

Brilmayer et al., A General Look at General Jurisdiction,

66 Tex. L. Rev. 721, 735 (1988))). And the enterprise as a

whole should reasonably foresee being subject to suit for all

of its activities – even those unrelated to the forum – where

it most closely affiliates. See World-Wide Volkswagen Corp.

v. Woodson, 444 U.S. 286, 297 (1980) (“[T]he foreseeability

that is critical to due process analysis . . . is that the

defendant’s conduct and connection with the forum State are

5

The Brilmayer and Paisley article has been credited for its

“considerable influence on courts and the practicing bar.” Lonny

Sheinkopf Hoffman, The Case Against Vicarious Jurisdiction, 152 U. Pa.

L. Rev. 1023, 1031 (2004); see also Third Nat’l Bank in Nashville v.

WEDGE Grp. Inc., 882 F.2d 1087, 1094 (6th Cir. 1989) (Keith, J.,

concurring) (adopting the article’s theory for imputing one entity’s

contacts to its affiliate for the exercise of personal jurisdiction).

RANZA V. NIKE 19

such that he should reasonably anticipate being haled into

court there.”).6

We hold the alter ego test may be used to extend personal

jurisdiction to a foreign parent or subsidiary when, in

actuality, the foreign entity is not really separate from its

domestic affiliate. See In re Chocolate Confectionary

Antitrust Litig., 674 F. Supp. 2d at 598–99 & n.25.7 We

therefore turn to the alter ego inquiry.

2. Alter Ego Application

To satisfy the alter ego test, a plaintiff “must make out a

prima facie case ‘(1) that there is such unity of interest and

6

This is not to suggest there could be only one “home” for alter ego

entities that the court treats as a single enterprise for the purposes of

jurisdiction. The Supreme Court has avoided suggesting general

jurisdiction is available in only one location for a corporation. See

Daimler, 134 S. Ct. at 760 (“Goodyear did not hold that a corporation may

be subject to general jurisdiction only in a forum where it is incorporated

or has its principal place of business . . . .”); id. (“These bases afford

plaintiffs recourse to at least one clear and certain forum in which a

corporate defendant may be sued on any and all claims.” (emphasis

added)).

7

NEON argues we expressly rejected an attempt to impute an in-state

parent’s contacts to its foreign subsidiary in Fields v. Sedgwick Associated

Risks, Ltd., 796 F.2d 299 (9th Cir. 1986). In Fields, we held “a parent

corporation’s ties to a forum do not create personal jurisdiction over the

subsidiary” and called such ties “irrelevant” to the jurisdictional inquiry

for the subsidiary. Id. at 302. As a general proposition, this is true. But

Fields did not address a situation, as here, in which a subsidiary is alleged

to be the alter ego of its parent. If a court determines the entities should

not be treated as separate under the alter ego analysis, the parent’s contacts

do become relevant to subsidiary, and vice versa. If the alter ego test is

not met, however, Fields applies.

20 RANZA V. NIKE

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 Co.

v. Compagnie Bruxelles Lambert, 94 F.3d 586, 591 (9th Cir.

1996)). The “unity of interest and ownership” prong of this

test requires “a showing that the parent controls the

subsidiary to such a degree as to render the latter the mere

instrumentality of the former.” Id. (internal quotation marks

omitted). This test envisions pervasive control over the

subsidiary, such as when a parent corporation “dictates every

facet of the subsidiary’s business – from broad policy

decisions to routine matters of day-to-day operation.” Id.

(internal quotation marks omitted). Total ownership and

shared management personnel are alone insufficient to

establish the requisite level of control. See Harris Rutsky &

Co. Ins. Servs. v. Bell & Clements Ltd., 328 F.3d 1122, 1135

(9th Cir. 2003).

In Unocal, we held a plaintiff does not meet the “unity of

interest and ownership” prong when the evidence shows only

“an active parent corporation involved directly in decision-

making about its subsidiaries’ holdings,” but each entity

“observe[s] all of the corporate formalities necessary to

maintain corporate separateness.” 248 F.3d at 928. The

evidence in that case included the parent’s

(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

RANZA V. NIKE 21

subsidiaries; [and] (4) maintenance of

overlapping directors and officers with its

subsidiaries . . . .

Id. at 927. This level of involvement was insufficient to

negate the entities’ separate personalities through the

observance of corporate formalities, such as adequate

capitalization at each entity and the proper documentation of

transactions between the entities. See id. at 927–28.

Likewise, Ranza has presented no evidence Nike and

NEON fail to observe their respective corporate formalities.

Each entity leases its own facilities, maintains its own

accounting books and records, enters into contracts on its own

and pays its own taxes. Each has separate boards of directors,

and Ranza has been able to identify only one director who

served on both company’s boards simultaneously. Some

employees and management personnel move between the

entities, but that does not undermine the entities’ formal

separation. See Kramer Motors, Inc. v. British Leyland, Ltd.,

628 F.2d 1175, 1177 (9th Cir. 1980) (holding there was no

alter ego relationship where some directors for one entity had

sat on the board of the other). Ranza has presented no

evidence that NEON is undercapitalized, that the two entities

fail to keep adequate records or that Nike freely transfers

NEON’s assets, all of which would be signs of a sham

corporate veil. See Flynt Distrib. Co. v. Harvey, 734 F.2d

1389, 1393–94 (9th Cir. 1984); Laborers Clean-Up Contract

Admin. Trust Fund v. Uriarte Clean-Up Serv., Inc., 736 F.2d

516, 524 (9th Cir. 1984).

As in Unocal, Ranza has not shown Nike “dictates every

facet of [NEON’s] business,” including “routine matters of

day-to-day operation.” Unocal, 248 F.3d at 926. To be sure,

22 RANZA V. NIKE

Nike is heavily involved in NEON’s operations. Nike

exercises control over NEON’s overall budget and has

approval authority for large purchases; establishes general

human resource policies for both entities and is involved in

some hiring decisions; operates information tracking systems

all of its subsidiaries utilize; ensures the Nike brand is

marketed consistently throughout the world; and requires

some NEON employees to report to Nike supervisors on a

“dotted-line” basis. NEON, however, sets its own prices for

its licensed Nike products, takes and fulfills orders for its

licensed products using its own inventory, negotiates its own

contracts and licenses, makes routine purchasing decisions

without Nike’s consultation and has its own human resources

division that handles day-to-day employment issues,

including hiring and firing decisions.8

“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.” Id. at 927. Thus, we have held “no

alter ego relationship was created where the parent company

guaranteed loans for the subsidiary, reviewed and approved

major decisions, placed several of its directors on the

subsidiary’s board, and was closely involved in the

subsidiary’s pricing decisions.” Id. at 928 (citing Kramer

8

While the defendants’ motion to dismiss was pending before the

magistrate judge, Ranza sought to augment the record with NEON’s

Articles of Association, which allegedly demonstrated NEON did not have

unfettered independent hiring and firing authority. The magistrate judge

denied the motion and the district court upheld that ruling. The district

court did not abuse its discretion by doing so, because the issue of control

over personnel was squarely before the court and Ranza had ample

opportunity to submit this evidence earlier. See EEOC v. Peabody W.

Coal Co., 773 F.3d 977, 989–90 (9th Cir. 2014).

RANZA V. NIKE 23

Motors, 628 F.2d at 1177). This case is similar. The

evidence demonstrates Nike is active in macromanagement

issues but does not show that Nike directs NEON’s routine

day-to-day operations, and nothing suggests the entities failed

to observe their separate corporate formalities. The weight of

the evidence therefore persuades us Nike and NEON are not

in an alter ego relationship.9

Ranza makes much of NEON’s principal business being

the marketing and distribution of Nike products in Europe

and other locations, relying on a statement in Unocal

suggesting a parent exercises the requisite amount of control

over a subsidiary when it uses the subsidiary as “a marketing

conduit.” See 248 F.3d at 926. In making this statement,

however, Unocal cited a district court case that used the

marketing conduit theory to assert specific jurisdiction over

the foreign corporation based upon its deliberate placement

of products into the forum state. See id. (citing United States

v. Toyota Motor Corp., 561 F. Supp. 354, 359 (C.D. Cal.

1983)). We have not previously applied the marketing

conduit theory to assert general jurisdiction over a foreign

defendant, and we decline to do so here. The Supreme Court

has since made clear that, to comport with the requirements

of due process, the general jurisdiction inquiry is much more

demanding than that for specific jurisdiction. See Daimler,

134 S. Ct. at 757–58. Exercising general jurisdiction over a

foreign subsidiary merely because it markets products on

behalf of its local parent resembles the agency theory of

imputed jurisdiction the Court rejected in Daimler. See

134 S. Ct. at 759 (invalidating the attribution of forum

9

Because Ranza has not satisfied the “unity of interest and ownership”

prong of the alter ego test, we need not analyze the “fraud or injustice”

prong. See Unocal, 248 F.3d at 928.

24 RANZA V. NIKE

contacts from a subsidiary to its parent when the subsidiary

“performs services that are sufficiently important” to the

parent that the parent would perform them in the absence of

the subsidiary).

In sum, Nike’s involvement in NEON, though substantial,

is insufficient to negate the formal separation between the

two entities such that they are functionally one single

enterprise. Ranza therefore may not attribute Nike’s Oregon

contacts to NEON for the purpose of personal jurisdiction.

And NEON’s contacts with Oregon, standing alone, are

insufficient to make it amenable to general jurisdiction in that

state. We therefore hold the district court properly declined

to exercise personal jurisdiction over NEON.

II. Exhaustion of Administrative Remedies

Before we address Ranza’s claims against Nike, we must

first address Nike’s argument that Ranza failed to exhaust her

administrative remedies, which is a potential bar to

jurisdiction. See Leong v. Potter, 347 F.3d 1117, 1122 (9th

Cir. 2003) (“Although failure to file an EEOC complaint is

not a complete bar to district court jurisdiction, substantial

compliance with the exhaustion requirement is a

jurisdictional pre-requisite.”). We disagree with Nike’s

contention that Ranza’s initial failure to name Nike as a

respondent in her EEOC charge deprives us of jurisdiction

over her Title VII and ADEA claims against Nike.

Because Oregon law provides an avenue for relief from

discrimination also covered under the ADEA and Title VII,

see Pearson v. Reynolds School Dist. No. 7, 998 F. Supp. 2d

1004, 1019 (D. Or. 2014), Ranza had 300 days within which

to file her claim against Nike and NEON. See 29 U.S.C.

RANZA V. NIKE 25

§ 626(d)(1)(B); 42 U.S.C. § 2000e-5(e)(1); EEOC v.

Commercial Office Prods. Co., 486 U.S. 107, 124 (1988)

(interpreting these provisions in Title VII and the ADEA to

extend the filing period to 300 days whether or not the

claimant actually pursued state remedies). She initially

named only NEON in her claim filed with the EEOC on

November 6, 2008. She officially added Nike to her claim on

November 30, 2009 – well after 300 days from the date of the

last alleged act of discrimination, which was April 10, 2008.

Generally, failure to timely name a party in an EEOC

filing deprives us of jurisdiction over that party because the

party would not have had an opportunity to respond to the

charges before the EEOC. See Sosa v. Hiraoka, 920 F.2d

1451, 1458–59 (9th Cir. 1990). There is an exception,

however, when an unnamed party was on notice of the filing

and “‘should have anticipated’ that the claimant would name

[the party] in a Title VII suit.” Id. at 1459 (quoting Chung v.

Pomona Valley Cmty. Hosp., 667 F.2d 788, 792 (9th Cir.

1982)). Such is the case here. Nike was put on notice when

the EEOC sent “Nike, Inc.” a notice of claim on December 2,

2008 that Nike acknowledged having received. This date fell

within 300 days of April 10, 2009. At that point, Nike should

have anticipated Ranza would name it in a Title VII suit. See

id. Ranza’s failure to specifically name Nike in the EEOC

complaint therefore does not deprive us of jurisdiction.

III. Forum Non Conveniens

In contrast to NEON, Nike is unquestionably subject to

personal jurisdiction in Oregon. Nike nonetheless argues we

should affirm the district court’s dismissal of Ranza’s claims

against it under the doctrine of forum non conveniens. The

magistrate judge agreed with Nike’s forum non conveniens

26 RANZA V. NIKE

argument, but the district court declined to address the issue

because it dismissed on other grounds. We may affirm,

however, “on any ground raised below and fairly supported

by the record.” Columbia Pictures Indus., Inc. v. Fung,

710 F.3d 1020, 1030 (9th Cir. 2013) (quoting Proctor v.

Vishay Intertechnology Inc., 584 F.3d 1208, 1226 (9th Cir.

2009)). We have discretion to reach forum non conveniens

even if the district court declined to consider it. See Harris

Rutsky & Co. Ins. Servs., 328 F.3d at 1135–36. It is proper to

exercise that discretion here because “the record is

sufficiently developed and the issue has been presented and

argued to us.” Dole Food Co. v. Watts, 303 F.3d 1104,

1117–18 (9th Cir. 2002).

“To prevail on a motion to dismiss based upon forum non

conveniens, a defendant bears the burden of demonstrating an

adequate alternative forum, and that the balance of private

and public interest factors favors dismissal.” Carijano v.

Occidental Petroleum Corp., 643 F.3d 1216, 1224 (9th Cir.

2011). A plaintiff’s choice of forum is generally entitled to

deference, especially where the plaintiff is a United States

citizen or resident, because it is presumed a plaintiff will

choose her “home forum.” See Piper Aircraft Co. v. Reyno,

454 U.S. 235, 255 (1981). This deference is “far from

absolute,” however, and it is within the court’s discretion to

decide whether a foreign forum is more convenient. Lockman

Found. v. Evangelical Alliance Mission, 930 F.2d 764, 767

(9th Cir. 1991); see Piper Aircraft, 454 U.S. at 255 n.23 (“A

citizen’s forum choice should not be given dispositive weight

. . . .”). The selection of a United States forum by an

expatriate United States citizen residing permanently abroad,

like Ranza, is entitled to less deference because “it would be

less reasonable to assume the choice of forum is based on

convenience.” Iragorri v. United Techs. Corp., 274 F.3d 65,

RANZA V. NIKE 27

73 n.5 (2d Cir. 2001) (en banc). Moreover, that Ranza

unsuccessfully litigated her claims before the Dutch ETC and

now pursues a remedy in federal court raises an inference, at

least, that she is engaging in forum shopping, which also

permits us to defer less to her choice of forum. See Vivendi

SA v. T-Mobile USA Inc., 586 F.3d 689, 695 (9th Cir. 2009).

We have held an “alternative forum is deemed adequate

if: (1) the defendant is amenable to process there; and (2) the

other jurisdiction offers a satisfactory remedy.” Carijano,

643 F.3d at 1225. Ranza does not argue Nike is not amenable

to process in the Netherlands, and thus the first prong of this

test is not in dispute. Cf. Dole Food Co, 303 F.3d at 1118.

Instead, she only argues the Netherlands is an inadequate

forum under the second prong because it cannot provide her

with a satisfactory remedy. Specifically, she argues the

Dutch forum was inadequate because the Court of Hilversum

decided only whether her employment could be terminated,

and the Dutch Equal Treatment Commission (ETC) had no

authority to provide her any relief. We agree that the Court

of Hilversum is not an adequate alternative forum under these

facts because it expressly declined to adjudicate her

discrimination claims. We disagree, however, that the ETC

provided an inadequate forum. This is especially true

because Ranza herself chose to litigate her discrimination

claims before the ETC, which thoroughly reviewed those

claims.

“[T]ypically, a forum will be inadequate only where the

remedy provided is so clearly inadequate or unsatisfactory,

that it is no remedy at all.” Carijano, 643 F.3d at 1226 (some

internal quotation marks omitted) (quoting Tuazon v. R.J.

Reynolds Tobacco Co., 433 F.3d 1163, 1178 (9th Cir. 2006)).

“[T]hat the law, or the remedy afforded, is less favorable in

28 RANZA V. NIKE

the foreign forum is not determinative.” Loya v. Starwood

Hotels & Resorts Worldwide, Inc., 583 F.3d 656, 666 (9th

Cir. 2009) (citing Piper Aircraft, 454 U.S. at 247). A foreign

forum must merely provide “some” remedy. See id. In Loya,

for example, a local Mexican court was deemed adequate to

adjudicate the plaintiff’s breach of contract and wrongful

death claims, even though the potential recovery in Mexico

was far lower than in the United States, the plaintiff was a

United States citizen and any recovery could be swallowed by

legal fees. See id. at 664–66. And in Lueck v. Sundstrand

Corp., 236 F.3d 1137 (9th Cir. 2001), we held that New

Zealand’s administrative compensation system for accident

victims was adequate, even though it was not a judicial

remedy. See id. at 1144–45.

The Netherlands has authorized the ETC, an

administrative body, to adjudicate claims of violation of

Dutch equal protection laws. Although the proceedings are

less formal than court proceedings, claimants are afforded a

hearing and an opportunity to submit evidence and present

witnesses. Ranza took full advantage of this opportunity and

litigated her case before the ETC, with the assistance of local

counsel. The ETC launched an investigation into Ranza’s

claim and employed an expert to evaluate her employer’s

practices. In a thorough opinion, the Commission applied the

law to Ranza’s claims and determined there was no basis for

relief.

Although the ETC does not have the authority to award

damages or enforce its judgments when it identifies

discrimination, it publishes its findings, coordinates with both

governmental and non-governmental bodies and “actively

follow[s] up” with employers to ensure compliance with its

findings and to remedy any discrimination. The ETC

RANZA V. NIKE 29

publication Ranza provided states that a prevailing claimant

can ask a Dutch court to enforce an ETC judgment, through

damages and injunctive relief, and the Commission may

pursue claims on behalf of claimants. Had Ranza prevailed

before the ETC, these remedies would have been available to

her. Even if these remedies proved less generous than those

available to a prevailing plaintiff in a Title VII and ADEA

action in the United States, they nevertheless represent “some

remedy” and are therefore adequate under the forum non

conveniens inquiry. See Carijano, 643 F.3d at 1225–26

(noting the requirement that the alternative forum provide

“some remedy” is “easy to pass”); Loya, 583 F.3d at 666

(holding an available remedy is adequate even if the potential

recovery is considerably less than that available in the United

States).10

The private interest factors in the forum non conveniens

inquiry also favor dismissal. These include “(1) relative ease

of access to sources of proof; (2) the availability of

compulsory process for attendance of hostile witnesses, and

cost of obtaining attendance of willing witnesses;

10

Ranza also appeals the district court’s denial of her request to augment

the record with a declaration from a Dutch attorney addressing the

prospect of pursuing a direct action for discrimination in Dutch courts.

Her purpose in introducing the declaration was to rebut a declaration from

NEON’s Dutch attorney suggesting direct action in Dutch court was

available to Ranza. The district court did not abuse its discretion because

Ranza herself had already introduced into the record the ETC publication,

which says Dutch courts can hear claims of discrimination. The issue was

therefore before the court and Ranza had ample opportunity and reason to

submit the declaration much earlier. See EEOC v. Peabody W. Coal Co.,

773 F.3d 977, 989–90 (9th Cir. 2014). In any event, in our de novo

review of the adequacy of the Dutch forum, we do not rely on NEON’s

declaration regarding direct court action in the Netherlands, so Ranza’s

justification for supplementing the record is moot.

30 RANZA V. NIKE

(3) possibility of viewing subject premises; [and] (4) all other

factors that render trial of the case expeditious and

inexpensive.” Id. at 664 (quoting Creative Tech., Ltd. v.

Aztech Sys. Pte., Ltd., 61 F.3d 696, 703 (9th Cir. 1995)).

Although Nike is located in Oregon, the alleged

discrimination took place at the offices of NEON in the

Netherlands. As the magistrate judge correctly noted, the

relevant documents and witnesses are mostly located abroad.

The plaintiff does not even reside in the United States. So

relative to the Netherlands, Oregon is an inconvenient forum

for the parties.

Finally, the public interest factors in the forum non

conveniens inquiry favor dismissal as well. These include

“(1) administrative difficulties flowing from court

congestion; (2) imposition of jury duty on the people of a

community that has no relation to the litigation; (3) local

interest in having localized controversies decided at home;

(4) the interest in having a diversity case tried in a forum

familiar with the law that governs the action; [and] (5) the

avoidance of unnecessary problems in conflicts of law.”

Loya, 583 F.3d at 664 (quoting Creative Tech., 61 F.3d at

703–04). Ranza is a citizen of the United States, which has

an interest in protecting its citizens from discrimination and

remedying discrimination by foreign subsidiaries controlled

by American parent companies. See Pub. L. No. 102-166,

105 Stat. 1071, § 109 (amending Title VII and the ADEA to

cover discrimination against U.S. citizens when working for

a foreign company controlled by a U.S. company).11 But the

Netherlands also has a strong interest in ensuring that the

11

We assume, for the purposes of this inquiry only, that Title VII and

the ADEA would apply to discrimination alleged to have taken place at

Nike’s foreign subsidiary NEON.

RANZA V. NIKE 31

businesses operating within its borders do not engage in

discrimination. The Dutch government’s establishment of the

ETC to enforce its equal protection laws exemplifies this

interest, as does the ETC’s considerable involvement in this

very case. Moreover, the United States’ interest is

significantly diminished here because the district court would

be relitigating claims already decided in a foreign proceeding.

Cf. Federated Dep’t Stores, Inc. v. Moitie, 452 U.S. 394, 401

(1981) (“This Court has long recognized that ‘[p]ublic policy

dictates that there be an end of litigation; that those who have

contested an issue shall be bound by the result of the contest,

and that matters once tried shall be considered forever settled

as between the parties.’” (alteration in original) (quoting

Baldwin v. Traveling Men’s Ass’n, 283 U.S. 522, 525

(1931))).

On balance, the inconvenience of litigating this case in

Oregon, the inefficiency and inadvisability of relitigating

claims the Dutch ETC has already decided, and the adequacy

of the ETC as an alternative forum establish that the District

of Oregon is not an appropriate forum for Ranza’s claims.

Our conclusion is reinforced by the lesser degree of deference

due the forum choice of a U.S. citizen residing permanently

abroad. See Iragorri, 274 F.3d at 73 n.5. We therefore

affirm the dismissal of the claims against Nike.12

12

Because we affirm the dismissal of claims against Nike under forum

non conveniens, we need not address whether Ranza failed to state a claim

for the extraterritorial application of Title VII and the ADEA against Nike.

Consequently, we also decline to address Ranza’s argument that the

district court should have granted her motion to amend the complaint to

add another claim of discrimination under Title VII. We also need not

address whether we should dismiss the claims in the interest of

international comity.

32 RANZA V. NIKE

CONCLUSION

The district court properly dismissed Ranza’s claims

against NEON for lack of general personal jurisdiction.

NEON is a Dutch company that mostly operates outside the

United States. Its contacts with Oregon are not “so

continuous and systematic as to render [it] essentially at

home” there. Daimler AG v. Bauman, 134 S. Ct. 746, 758

n.11 (2014). Although we conclude a plaintiff may impute a

local entity’s contacts to its foreign affiliate if it demonstrates

an alter ego relationship between the entities, Ranza has not

made that showing. Nike, a corporation that is based in

Oregon, is heavily involved in NEON’s macromanagement,

but it is not so enmeshed in NEON’s “routine matters of day-

to-day operation” that the two companies should be treated as

a single enterprise for the purpose of jurisdiction. Doe v.

Unocal Corp., 248 F.3d 915, 926 (9th Cir. 2001).

We further hold the district court properly dismissed

Ranza’s claims against Nike, albeit for a different reason than

the district court cited. Under the circumstances, the

Netherlands provided an adequate and more convenient

alternative forum in which to litigate Ranza’s claims, thus

justifying Nike’s dismissal under the forum non conveniens

doctrine.

AFFIRMED.