¶ 53. (concurring). General personal jurisdiction over a parent corporation "is an important and controversial area that *31lies at the intersection of civil procedure and corporate law."1
¶ 54. I write separately to put the issue of general personal jurisdiction over a parent corporation in context, to explore the complicated nature of the issue presented, and to raise concern about the majority opinion's references to "agency."
¶ 55. The issue presented is the circuit court's general personal jurisdiction over a parent corporation for the continuous and substantial acts of its wholly owned subsidiary corporation in Wisconsin.2 The instant case adds a twenty-first century global twist because the parent corporation is a private multinational corporation.3
¶ 56. The instant case raises a question of jurisdiction over the parent corporation, not the liability of the parent for the conduct of the subsidiary. In other words, the case does not concern substantive rights against the parent corporation.4
*32¶ 57. To establish that a Wisconsin circuit court has general personal jurisdiction over a defendant, including a parent corporation, two criteria must be met: jurisdiction must be authorized by the Wisconsin long-arm statute5 and the exercise of jurisdiction must not violate the parent corporation's constitutional due process rights.6 The Wisconsin long-arm statute authorizes jurisdiction to the extent allowed by federal constitutional due process.7 Therefore, the only analysis that need be done is a due process analysis.
¶ 58. The essence of the analysis of general personal jurisdiction over a corporation is whether the corporation has "certain minimum contacts with [the forum] such that the maintenance of the suit does not offend 'traditional notions of fair play and substantial justice.' "8
¶ 59. In the present case, there is no dispute that general personal jurisdiction lies over Nissan Japan's wholly owned subsidiary corporation, Nissan North *33America; Nissan North America has substantial, systematic, and continuous contacts in Wisconsin. It is further undisputed that the parent corporation, Nissan Japan, does not in and of itself have minimum contacts in Wisconsin for a Wisconsin court to invoke general personal jurisdiction over it. For general personal jurisdiction over the parent, a court's focus is on the activities of the parent in relation to the subsidiary so that the actions of the subsidiary in the forum can be understood as constituting the parent's presence in the forum. A court examines whether the parent's contacts establish general personal jurisdiction over the parent under the pertinent general personal jurisdictional principles (a long-arm statute and constitutional principles of fairness).
¶ 60. The issue of a trial court's general personal jurisdiction over a parent corporation on the basis of the conduct of a subsidiary has been and continues to be the subject of numerous cases in federal and state courts at least since 1925, when the United States Supreme Court decided Cannon Manufacturing Co. v. Cudahy Packing Co., 267 U.S. 333 (1925).9
¶ 61. In Cannon, a complainant attempted to establish jurisdiction in North Carolina over a Maine corporation on the basis of the activities of a wholly *34owned subsidiary corporation in North Carolina. Justice Brandéis, writing a brief, four-page opinion for the United States Supreme Court, took a formalistic approach, concluding that the North Carolina court could not assert jurisdiction as long as the subsidiary corporation had remained a "distinct corporate entity. . . . The corporate separation, though perhaps merely formal, was real."10 The exact basis of the Cannon holding has been disputed, namely whether it is based on the federal constitution,11 on federal common law,12 on the absence of statutory authorization,13 or on some natural law concept of the attributes of a corporation.14
¶ 62. The case law (as well as academic commentary) is not consistent in the interpretation or application of Cannon. Some cases refuse to attribute the activities of the subsidiary corporation to a parent corporation as long as the corporation has followed the formal requirements mandated by state law.15 Other *35cases do not adhere to the strict formalistic approach in Cannon and view Cannon as authorizing the examination of the nature of the relationship between the two corporations to determine whether the exercise of jurisdiction is warranted.16
¶ 63. Still other cases have questioned the continued validity of the Cannon case after International Shoe Co. v. Washington, 326 U.S. 310, 320 (1945), and view International Shoe as altering or eroding the jurisdictional test of Cannon. Some of these cases conclude that the only due process limitations on the exercise of state court jurisdiction are the minimum contacts with the state and fairness standards of International Shoe.17
¶ 64. Regardless of whether a court uses the Cannon or International Shoe approach, an analysis of general personal jurisdiction over a parent corporation begins with the deeply rooted principle of law that a corporation is a separate juridical entity. A corporation is a legal entity distinct from its shareholders and employees. Corporations are legal fictions, granting limited liability to the owners of the corporation. Although a legal fiction, a corporation is also a legal fact. Thus, ordinarily a shareholder, including a parent corporation as a shareholder, is not subject to the jurisdiction of a court on the basis of the activities of the corporation. Jurisdiction over a wholly owned subsidiary does not automatically establish jurisdiction over *36the parent corporation in any forum in which the subsidiary has continuous and substantial contacts.18
¶ 65. Courts and commentators (as well as the parties and the amici in the present case, and the majority opinion) have articulated and purport to apply numerous tests to impute jurisdiction over the parent corporation based upon the acts of the subsidiary: the subsidiary is the parent's alter ego,19 agent,20 adjunct,21 creature, dummy, tool, mere department,22 or instrumentality;23 the corporate veil should be "pierced";24 the *37parent exercises a high degree of day-to-day control over the subsidiary notwithstanding formal corporate separateness;25 and the enterprise theory based on economic integration of parent and subsidiary.26
¶ 66. Several of these "tests" are borrowed from substantive fields of law such as contract and tort liability. The meaning of these tests in substantive law cases might be different from the meaning of these tests in general personal jurisdiction cases.27
¶ 67. Thus, the circuit court and the majority opinion tread in murky waters when they use indeterminate substantive legal tests, such as piercing the *38corporate veil, to determine whether general personal jurisdiction lies. Tying the jurisdictional test to a substantive legal test such as piercing the corporate veil seems "to allow consideration of a wide and freewheeling variety of veil-piercing factors for jurisdictional purposes, divorced from any meaningful appraisal of the defendant's conduct in relation to the litigation and the forum."28 "The standards by which we measure whether to pierce the corporate veil tell us nothing about the various interests that must be balanced in the constitutional evaluation of judicial jurisdiction."29
¶ 68. Using an analysis based upon the extent of control to determine whether the parent company has sufficient contacts with the forum state (through the control of the subsidiaries actions in the state), as opposed to determining whether the corporate entities should be merged or the corporate veil pierced, moors the jurisdictional analysis to jurisdictional principles and avoids the potentially confusing interplay of using a substantive legal test for jurisdictional analyses.
¶ 69. Although the various "tests," often borrowed from the substantive law, at base may function to determine the extent of control of the parent, what must not be lost in using these "tests" for jurisdictional *39purposes is that they are being applied to determine whether jurisdictional principles (minimum contacts, fair play, and substantial justice) are met, not whether substantive law principles are met. The majority opinion relies on the tests developed in substantive law cases and does not acknowledge that the tests for substantive and jurisdictional law are not necessarily one and the same.
¶ 70. Furthermore, the majority opinion relies on tests, such as "piercing the corporate veil," that are considered worn and meaningless epithets and metaphors.30 Justice Benjamin Cardozo (then Judge of the New York Court of Appeals) warned in 1926 against using worn epithets and metaphors as a substitute for rigorous analysis as follows:
The whole problem of the relation between parent and subsidiary corporations is one that is still enveloped in the mists of metaphor. Metaphors in law are to be narrowly watched, for starting as devices to liberate thought, they end often by enslaving it.
*40Berkey v. Third Ave. Ry. Co., 155 N.E. 58, 61 (1926) (a substantive tort-liability case).
¶ 71. The rationale for the exercise of jurisdiction over the parent corporation, regardless of the name given the test, is that the parent exercises "such domination and control over its subsidiary 'that they do not in reality constitute separate and distinct corporate entities but are one and the same corporation for purposes of jurisdiction.' "31 The focus should be on the control of the parent over the subsidiary as it relates to the minimum contacts necessary to establish jurisdiction over the parent under the pertinent general personal jurisdictional principles (a long-arm statute and constitutional principles of fairness).
¶ 72. Evidence of parental control over the day-to-day operations of the subsidiary's contacts in the forum would rightly be considered a relevant fact in determining whether the parent corporation has sufficient minimum contacts with the forum. If a parent controls the acts of a subsidiary in the state, then the parent ostensibly acts in the state, and the state has an interest in exercising jurisdiction over the parent corporation.
¶ 73. In other words, when the parent corporation's control over the subsidiary in the forum state is such that the entities should be treated as one and the same for purposes of exercising general personal jurisdiction over the parent, the subsidiary's forum contacts are treated as the parent's forum contacts. The Restatement (Second) of Conflicts of Laws states the rule as follows:
*41Judicial jurisdiction over a subsidiary corporation does not of itself give a state judicial jurisdiction over the parent corporation. This is true even though the parent owns all of the subsidiary's stock. So a state does not have judicial jurisdiction over a parent corporation merely because a subsidiary of the parent does business within its territory.
Judicial jurisdiction over a subsidiary corporation will [] give the state judicial jurisdiction over the parent corporation if the parent so controls and dominates the subsidiary as in effect to disregard the latter's independent corporate existence.
Restatement (Second) of Conflicts of Laws § 52, cmt. b (1971).
¶ 74. I write to stress that no one has formulated a mechanical rule that furnishes a certain jurisdictional test. "Because every corporate relationship may differ significantly from every other corporate relationship, generalizations about the characteristics that will or will not indicate the existence of the requisite lack of separateness or the existence of sufficient control are almost impossible to draw."32
¶ 75. To disregard corporate separateness and assert general personal jurisdiction over the parent corporation on the basis of the activities of the subsidiary in the forum, all that can be stated is that a court must closely examine the nature and character of the relationship between the parent and subsidiary corporations, the nature of the forum contacts of the subsidiary, and the degree of control exercised by the parent *42over the subsidiary in relation to those forum contacts.33 A court's inquiry is necessarily fact dependent.34
¶ 76. This analysis, in contrast with the use of the various substantive legal "tests" often used by the courts, begins and ends with the appropriate question: Does the extent and continuity of what the parent corporation has done in the forum state make it reasonable to bring that parent corporation before a court in the forum?
¶ 77. The circuit court in the present case discussed numerous tests and theories, recognizing numerous approaches and expressing frustration that it was uncertain about the appropriate test. It expressed the confusion surrounding the analysis of general personal jurisdiction as follows: "There is a significant issue as to whether or not the activities of the United States subsidiaries should be imputed to either parent. This seems to be an area where we really allowed the jurisdictional issue to become extremely complex."
¶ 78. After examining and applying various approaches, the circuit court analyzed the parent corporation's control over the subsidiary in the present case. Although using the language of "piercing the corporate veil," the circuit court concluded that the facts do not demonstrate pervasive, day-to-day, or dominating control by Nissan Japan over the subsidiary in Wisconsin. The circuit court opined that "there has clearly been a failure to demonstrate the corporate veil ought to be pierced or that on any other theory, jurisdiction over Nissan Japan could be obtained because the subsidiary was simply a tool or an extension of the parent." The record supports the circuit court's findings of fact about *43Nissan Japan's lack of pervasive control over the subsidiary in Wisconsin. I therefore concur in the mandate.
¶ 79. I should be able to end this concurrence at this point. I cannot do so, however, because I have not yet analyzed the point of dispute between the parties in this court and their main arguments.
¶ 80. The parties debate the significance of an agency relationship between a parent and subsidiary corporation in determining general personal jurisdiction over the parent corporation.
¶ 81. The plaintiff argues that the subsidiary in the present case is the agent of the parent corporation and that therefore the circuit court has jurisdiction over the parent corporation based on the Wisconsin contacts of the subsidiary corporation. The plaintiffs assertion, while not stated as such, at base suggests that all of the wholly owned subsidiary's contacts in Wisconsin are in furtherance of the agency relationship between the subsidiary and the parent corporation in the present case, and so all Wisconsin contacts of the subsidiary are attributable to the parent corporation.
¶ 82. The defendant parent corporation, Nissan Japan, argues that the forum contacts of a subsidiary cannot be imputed to a parent corporation based solely on the existence of a purported principal-agent relationship between a parent corporation and a wholly owned subsidiary.
¶ 83. Thus the parties debate whether an agency relationship between the two corporations will give the forum general personal jurisdiction over the parent corporation. The majority addresses the parties' dispute by "assuming arguendo that Nissan North America were the agent of Nissan Japan." Majority op., ¶ 2.
¶ 84. To address the parties' dispute, I have to begin by explaining that the word "agent" can have *44more than one legal meaning; the word is not self-explanatory.35 "Agency encompasses a wide and diverse range of relationships and circumstances."36 The concept of agency in the broadest sense includes every relationship in which one person or entity acts for or represents another.37
¶ 85. A corporation can act only through another, either through an individual or through another corporation (which in turn acts through an individual or a corporation). Under general legal principles, a corporate subsidiary, even a wholly owned subsidiary, is not automatically an agent of a parent corporation.38
¶ 86. Agency hinges on a principal's right to control the actions of the agent.39 "A principal's right to control the agent is a constant across relationships of agency, but the content or specific meaning of the right *45varies."40 "The fact that the substantive law may make the defendant vicariously liable for the act of someone else does not necessarily mean that the one who acted was the agent of the defendant for long-arm jurisdiction purposes."41 To assert general personal jurisdiction over a parent corporation based on the forum contacts of a subsidiary, the complainant must demonstrate that the parent corporation exerts significant control over the actions of the subsidiary.42 Evidence of a parent corporation's significant control over the forum contacts of the subsidiary, not the indeterminacy of labeling a wholly owned subsidiary an agent of the parent corporation, is determinative of imputing the forum contacts of the subsidiary to the parent corporation for purposes of general personal jurisdiction.
* * * *
¶ 87. In sum, I write separately to highlight that the analysis for imputing the contacts of a wholly owned subsidiary to a parent corporation for purposes of general personal jurisdiction is not necessarily the same as the analysis for a corporate parent's substantive liability for the acts of its wholly owned subsidiary.
¶ 88. The majority opinion recognizes the distinction between jurisdiction and substantive liability. But in discussing jurisdictional concepts, the majority opin*46ion references principles that are applicable to substantive analyses without making a distinction in applying those principles to the jurisdictional analysis. These references in the majority opinion are, in my opinion, potentially confusing. The analysis of general personal jurisdiction and the analysis of substantive liability in situations involving a wholly owned subsidiary and its parent should not be confused as being one and the same.
¶ 89. No one has formulated a mechanical rule that furnishes a certain general personal jurisdictional test in the parent and subsidiary context. The essence of the answer to the question whether general personal jurisdiction over a parent corporation lies because of the forum contacts of its subsidiary is the degree of control of the parent over the forum contacts of the subsidiary.
¶ 90. For the reasons set forth, I write separately.
Jennifer A. Schwartz, Piercing the Corporate Veil of an Alien Parent for Jurisdictional Purposes: A Proposal for a Standard that Comports with Due Process, 96 Cal. L. Rev. 731, 732 (2008).
See Wis. Stat. § 801.05(l)(d).
The development of multinational private enterprises raises a conflict between the power of the enterprise and the power of any nation over the enterprise. In the United States the development of multinational enterprises raises a conflict between the power of the enterprise, the power of each individual state of the union, and the power of federal courts. Schwartz, supra note 1, at 731-32; Yitzhak Hadari, The Structure of the Private Multinational Enterprise, 71 Mich. L. Rev. 729 (1973).
Henry W Ballantine, Separate Entity of Parent and Subsidiary Corporations, 14 Calif. L. Rev. 12 (1925-26).
*32Phillip I. Blumberg, The Law of Corporate Groups: Procedural Problems in the Law of Parent and Subsidiary Corporations (1983 & Supp. 2000), addresses the law of parent and subsidiary corporations in the area of procedure; concern with substantive liability and limited liability is rarely involved.
Wis. Stat. § 801.05(l)(d).
Int'l Shoe Co. v. Washington, 326 U.S. 310, 311, 320 (1945). See Kopke v. A. Hartrodt S.R.L., 245 Wis. 2d 396, 408-09, 629 N.W.2d 662 (2001) (two-part inquiry); Clement v. United Cerebral Palsy of S.E. Wis., Inc., 87 Wis. 2d 327, 334-35, 274 N.W.2d 688 (1979) (due process analysis of jurisdiction over foreign non-profit corporation for conduct of local affiliate).
Schroeder v. Raich, 89 Wis. 2d 588, 593, 278 N.W.2d 871 (1979).
Int'l Shoe, 326 U.S. at 316 (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)).
For discussions and compilations of cases addressing this issue, see Blumberg, supra note 4; Robert C. Casad & William B. Richman, Jurisdiction in Civil Actions § 4-3 [5], at 496-98 (3d ed. 2004); 1 William Meade Fletcher, Fletcher Cyclopedia of the Law of Corporations § 43.70, at 323-34 (2006 rev. ed.); 4A Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1069.4 (3d ed. 2002); Schwartz, supra note 1; Lonny Sheinkopf Hoffman, The Case Against Vicarious Jurisdiction, 152 U. Pa. L. Rev. 1023 (2003-04); William A. Voxman, Jurisdiction Over a Parent Corporation in Its Subsidiary's State of Incorporation, 141 U. Pa. L. Rev. 327, 330-31, 337 (1992).
Cannon Manufacturing Co. v. Cudahy Packing Co., 267 U.S. 333, 335, 337 (1925).
At that time the constitutional basis for jurisdiction was presence. Pennoyer v. Neff, 95 U.S. 714 (1877).
The federal common law for diversity jurisdiction analysis was abolished by Erie Railroad Co. v. Tompkins, 304 U.S. 64 (1938).
Wisconsin has a long-arm statute.
Daniel G. Brown, Jurisdiction Over A Corporation on the Basis of the Contacts of an Affiliated Corporation: Do You Have To Pierce the Corporate Veil?, 61 U. Cin. L. Rev. 595, 602 (1992-93); Lea Brilmayer & Kathleen Paisley, Personal Jurisdiction and Substantive Legal Relations: Corporations, Conspiracies, and Agency, 74 Calif. L. Rev. 1, 3 (1986).
See, e.g., Hoffman, supra note 9, at 1042 (discussing disagreement about holding of Cannon); Voxman, supra note 9, at 330-31, 337 (1992).
Hargrave v. Fibreboard Corp., 710 F.2d 1154, 1159 (5th Cir. 1983) (the degree of control by the parent must be greater than that normally associated with common ownership and directorship); Voxman, supra note 9, at 337-39 (1992).
See, e.g., Energy Reserves Group, Inc. v. Superior Oil Co., 460 F. Supp. 483 (D. Kan. 1978); Voxman, supra note 9, at 331-36, (1992).
Hadari, supra note 3, at 770-71.
For discussions of the alter ego theory of jurisdiction and case law, see Bauman v. DaimlerChrysler Corp., 644 F.3d 909, _, 2011 WL 1879210 (9th Cir. May 18, 2011); Casad & Richman, supra note 9, § 4-3[5], at 496-98; Schwartz, supra note 1, at 746-48; Voxman, supra note 9, at 348.
For discussions of the agency theory of general personal jurisdiction, see Bauman v. DaimlerChrysler Corp., 644 F.3d 909,_, 2011 WL 1879210 (9th Cir. May 18, 2011); Gordon v. Greenview Hosp., Inc., 300 S.W.3d 635, 653 (Tenn. 2009) (jurisdiction may exist when there is an agency relationship between a parent and subsidiary); Casad & Richman, supra note 9, § 4 — 3[5], at 498-501; 4A Wright & Miller, supra note 9, § 1069.4.
See, e.g., In re Genetically Modified Rice Litigation, 576 F. Supp. 2d 1063, 1072 (E.D. Mo. 2008).
See, e.g., Volkswagenwerk Aktiengesellschaft v. Beech Aircraft Co., 751 F.2d 117 (2d Cir. 1984).
See generally Frank v. U.S. West, Inc., 3 F.3d 1357, 1362 n.2 (10th Cir. 1993) (describing agency test, alter ego test, instrumentality test and entity test, tests courts developed to determine substantive liability to determine jurisdiction); Gordon, 300 S.W.3d at 652 n.14.
For a discussion of the "piercing the corporate veil" theory of jurisdiction and case law, see generally Casad & Richman, supra note 9, § 4-3[5], at 496-98; Schwartz, supra note 1, at 746-48.
Factors used to determine the extent of the parent's control include: whether a parent arranges financing for and capitalization of a subsidiary; whether the corporations keep separate books, tax returns, and financial statements; whether the officers ad directors are the same; whether the parent holds its subsidiary as an agent; the method of payment made to the parent by the subsidiary; and the extent of control over the daily affairs of the subsidiary. Courts are generally more likely to assert jurisdiction when the subsidiary is undercapitalized or the complainant would suffer injustice absent personal jurisdiction over the foreign parent. Schwartz, supra note 1, at 748-49.
For discussions of the enterprise theory examining the corporate group as a unit, see Blumberg, supra note 4, § 1.03, at 23-25; Schwartz, supra note 1, at 735; Brilmayer & Paisley, supra note 14, at 30.
Commentators and courts explain that the justifications for holding or not holding a parent corporation substantively liable for the acts of a subsidiary may be different than the justifications for exercising general personal jurisdiction over the parent. See, e.g., 1 Fletcher, supra note 9, § 43.70 at 326-27. Furthermore, commentators argue that if the same standard is used for jurisdictional and substantive law issues, then the jurisdictional ruling may be used as collateral estoppel, preventing the parties from relitigating the issue in the determination of liability. See, e.g., Brown, supra note 14, at 621.
Hoffman, supra note 9, at 1094.
Id. at 1085. See also Blumberg, supra note 4, 2000 Supp. at xii-xiii ("[FJruitful analysis of such procedural questions relating to such constituent corporations most advantageously starts with an articulation of the objectives and policies of the doctrine in question. It then inquires whether these particular objectives and policies are better implemented by treating the constituents of the group for the purpose at hand as a single enterprise or by treating each of them as a separate and distinct entity with its legal responsibilities entirely unaffected by its role as part of an integrated business.").
'When the haze of jurisdictional law collides with the metaphor-filled fog of the 'piercing the corporate veil' doctrine, the result is, predictably, a smog of the thickest variety... . New areas of the law are as clouded by the use of metaphors in place of substantive legal analysis as is the area of piercing the corporate veil." Brown, supra note 14, at 595, 598.
The doctrine of piercing the corporate veil has been analogized to lightning: "rare, severe, and unprincipled." Frank H. Easterbrook & Daniel R. Fischel, Limited Liability and the Corporation, 52 U. Chi. L. Rev. 89, 89 (1985).
Piercing the corporate veil "has been derisively called many things: 'unprincipled,' 'defying] any attempt at rational explanation,' 'not entirely comprehensible,' 'dysfunctional,' and 'freakish[].'" Hoffman, supra note 9, at 1075 (internal citations omitted).
Hargrave, 710 F.2d at 1159 (quoting 2 James Wm. Moore & Jo Desha Lucas, Moore's Federal Practice ¶ 4.25[6], at 4-273 (2d ed. 1982).
Casad & Richman, supra note 9, § 3-2(b)(ix), at 359.
See, e.g., 1 Fletcher, supra note 9, § 43.70, at 323.
4A Wright & Miller, supra note 9, § 1069.4, at 164, 185.
Doe v. Holy See, 557 F.3d 1066, 1080 (9th Cir. 2009) ("[T]he standard for determining that a natural person is the agent of another differs from the standard for attribution of the actions of a corporation to another entity.").
Restatement (Third) of Agency § 1.01 cmt. c, at 19 (2006).
See, e.g., Gordon, 300 S.W.3d at 653; St. Clair Intermediate Sch. Dist. v. Intermediate Educ. Assoc./Mich. Educ. Ass'n, 581 N.W.2d 707, 716 (Mich. 1998).
See cases cited at Reporter's Note, Restatement (Third) of Agency § 1.01, at 45-46 (2006); Blumberg, supra note 4, § 1.02.2 at 21-23 (traditional agency almost always does not exist between a parent corporation and a subsidiary; the word "agency" is often misused in jurisdiction cases and linked with other metaphors, like alter ego or piercing the corporate veil that establish a common legal identity).
Despite an agency relationship, a principal and agent retain separate legal personalities. Restatement (Third) of Agency § 1.01 cmt. c, at 20 (2006).
Restatement (Third) of Agency § 1.01 cmt. c, at 20 (2006).
Id.
Casad & Richman, supra note 9, § 4-3[5], at 479 ("The agency question for [jurisdictional] basis purposes is distinct from the agency question for process purposes, and both are distinct from the question of alter ego or piercing the corporate veil, although the distinctions often are blurred in the cases." Id. at 496.).
Coca-Cola Co. v. Proctor & Gamble Co., 595 F. Supp. 304, 306 (N.D. Ga. 1983); Voxman, supra note 9, at 341 (1992).