a subsidiary performs functions that the parent would otherwise have to perform, the subsidiary then functions as “merely the incorporated department of its parent.” 781 F.Supp. at 1084. Consequently, “[t]he question to ask is not whether the American subsidiaries can formally accept orders for their parent, but rather whether, in the truest sense, the subsidiaries’ presence substitutes for the presence of the parent.” Id (quoting Bulova Watch Co., Inc. v. K. Hattori & Co., Ltd., 508 F.Supp. 1322, 1342 (E.D.N.Y.1981)). The Gallagher court distinguished an agency relationship between a parent and its subsidiary from that of a holding company and its subsidiary, explaining that in the case of a holding company the parent could simply hold another type of s F.Supp. 830, 840 (E.D.Pa.1997) (<HOLDING>). Here, plaintiffs do not make out a prima
holding subsidiary involved in manufacturing marketing selling and distributing cigarettes was not parent companys agent under gallagher test because the parent holding company could simply have held another type of subsidiary holding that to establish that subsidiary is agent of parent for jurisdictional purposes the parent must exert control that is so pervasive and continual that the subsidiary may be considered an agent or instrumentality of the parent notwithstanding the maintenance of corporate formalities recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control holding that american subsidiary of a japanese parent had no treaty defense because the subsidiary was not a company of japan