PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT

_____________

No s . 12

- 2561/ 2562/2563/2564/ 2565

_____________

GLENDA JOHNSON; STEVEN LUCIER,

Appellants in 12

- 2561

v.

SMITHKLINE BEECHAM CORPORATION, doing
busi ness as GLAXOSMITHKLINE; GLAXOSMITHKLINE, LLC; GLAXOSMITHKLINE HOLDINGS LLC; SANOFI

AVENTIS, U.S., L.L.C.; AVANTOR PERFORMANCE MATERIALS; GRUNENTHAL U.S.A.; GRUNENTHAL
GMBH

S mithKline Beecham Corporation; GlaxoSmithKline, LLC; and
GlaxoSmith Kline Holdings, LLC Appellants in 12

- 2562

Avantor PerformanceMaterials, Appellant in 12

- 2563

Sanofi

- Aventis U.S.,LLC, Appellant in 12

- 2 5642 Grunenthal U.S.A., Appellant in 12

- 256 5

_______________
On Appeal from the United States District Court for the Eastern District of Pennsylvania (D.C. No. 2

- 11

- cv

- 0 5782) District Judge: Hon. Paul S. Diamond

_______________
Argued March 5, 2013

Before: AMBRO, JORDAN, and VANASKIE, Circuit

Judges

.

(Filed : June 7, 2013 )

____________ ___

Steve W. Berman Craig R. Spiegel [ARGUED] Nick Styant

- Browne Hagens Berman Sobol Shapiro 1918 Eighth Avenue

- #3300 Seattle, WA 98101

Mary A. Geppert Jeffrey L. Kodroff
John A. Macoretta Spector, Roseman, Kodroff & Willis
1818 Market Street

- #25 00 Philadelphia, PA 191033 Kay G. Reeves
6815 Lakeshore Drive Dallas, TX 75214 Counsel for Appellants

/Cross

- Appellees

Lisa S. Blatt [ARGUED]
Sarah M. Harris
R. Stanton Jones
Arnold & Porter 555 Twelfth Street, NW Washington, DC 20004

Mi chael T. Scott Melissa A. Wojtylak
Reed Smith
1650 Market Street

- #2500 Philadelphia, PA 19103 Counsel for Appellee s/Cross

- Appellants , SmithKline Beecham Corp., GlaxoSmithKline, and
G laxoSmithKline Holdings LLC

Anand Agneshwar Bruce R. Kelly
Arnold & Porter
399 Park Avenue New York, NY 10022

Kenneth A. Murphy Drinker, Biddle & Reath
18 th & Cherry Streets One Logan Square

- #2000 Philadelphia, PA 191034 Daniel S. Pariser
Arnold & Porter 555 Twelfth Street, NW
Washi ngton, DC 20004 Counsel for Appellees, Sanofi

- Aventis US Inc., and Avantor Performance Materials

Albert G. Bixler
Rachel C . Rosser Eckert, Seamans, Cherin & Mellott
50 S. 16 th Street

– 22 nd Fl. Philadelphia, PA 19102

Sara J. Gourl ey Eugene A. Schoon Sidley Austin
One South Dearborn St. Chicago, IL 60603 Counsel for Appellees/Cross

- Appellants
Grunenthal USA and Gru nenthal GmbH

_______________

OPINION OF THE COURT

_______________

JORDAN, Circuit Judge

.

Plaint iffs Glenda John son and Steven Lucier appeal an
order of the United States District Court for the Eastern
District of Penns ylvania denying their motion to remand this action to Pennsylvania state court

. They contend that the
District Court lack s subject m atter jurisdiction over their
claims be cause the parties do not have complete diversity of5 citizenship

. We conclude that the District Cou rt‘s assessment of citizenship was correct, and that none of the Defendants is
a citizen of the same state as either P laintiff. Accordingly , we will a ffirm

.

I. Background 1

Johnson, a Louisiana citizen, and Lucier, a Pennsylvania citizen (collectively, ―Plaintiffs‖), suff er from
birth defects allege dly caused by their mothers‘ use of the drug thalidomide during pregnancy in the 1960s. 2

1 T he parties agreed to proceed on the jurisdictional

r ecord made in Brewer v. SmithKline Beecham Corp. , 774 F. Supp. 2d 720 (E.D. Pa. 2011), a similar case against many of the same defendants, supplemented by additional documents
and affidavits.

2 Thalidomide was developed in the 1950s, and from
1957 to 196 1 it was prescribed to treat a variety of conditions, including morning sickness during pregnancy. Emma Wilkinson, Thalidomide Survivors To Get £20M , BBC News, Dec. 23, 2009, available at http://news.bbc.co.uk/2/hi/8428838.stm (last visited on Feb. 11, 20 13). It was taken off the market after being linked to widespread, serious birth defects, including malformed organs and shortened or nonexistent limbs. Id. In Europe, more than 10,000 children wer e born with birth defects linked
to thalidomide before t he drug was banned. Carl Zimmer, Answers Begin to Emerge on How Thalidomide Caused Defects , New York Times, Mar. 15, 2010, available at http://www.nytimes.com/2010/03/16/science/16limb.html?ref =science&pagewanted=all&_r=0 (last visited on Feb. 11, 2013). The drug was not FDA

- approved during that period,6 Defendants, described in more depth below, are drug companies (and their successors

- in

- interest) that developed, designed, manufactured, and distributed thalidomide. According to Plaintiffs, ―newly

- accessible evidence reveals‖
th at Defendants were aware of the drug‘s risks even while marketing it to pregnant women, and that for the last 60 years they have been engaged in an elaborate cover

- up to avoid liability for those actions. (Appellants‘ Opening Br. at 8.)

Seeking redres s for lifelong physical and emotional suffering, Plaintiffs filed this personal injury action against Defendants in the Philadelphia Court of Common Pleas on August 26, 2011. Within thirty days, o n September 14, 2011,
Defendants r emoved the case to federa l court , asserting diversity jurisdiction. Plaintiffs then filed a motion to
remand the action to state court , arguing that diversity jurisdiction is lacking and removal was improper because
four of the Defendants

– GlaxoSmithKline Holdings (―GSK Holding s‖ ) , GlaxoSmithKline LLC (―GSK LLC‖)

, SmithKline Beecham Corporation (―SmithKline Beecham‖)

, and Avantor Performance Materials (―Avantor‖)

– ar e Pennsylvania citizens, as is P laintiff Steven Lucier. 3 The

and therefore its alleged effects were less widespread in the
United States

. Id. ; see also Anita Bernstein, Formed by Thalidomide: Mass Torts as a False Cure for Toxic Exposure

, 97 Colum. L. Rev. 2153, 21 54 (1997).

3 There are three other defendants

– Grunenthal U.S.A., Grunenthal GmbH, and Sanofi

- Aventis U.S., Inc.

– whose citizenship is uncontested. Sanofi

- Aventis and
Grunenthal U.S.A. are citizens of both Delaware and New Jersey, and Grunenthal GmbH is a German citizen.7 Di strict Court disagreed and denied Plaintiffs‘ mot ion, but it
certified that order for interlocutory review. 4 Johnson v. SmithKline Beecham Corp. , 853 F. Supp. 2d 487 , 498 (E.D.
Pa. 2012 )

. Plaintiffs then requested permission to appeal, which we granted on May 22, 2012. O n appeal

, Plaintiffs repeat the ir argument that the District Court lacks subject

matter jurisdiction because GSK LLC, GSK Holdings, SmithKline Beecham, and Avantor are all citizens of Pennsylvania

.

GSK LLC is a large pharmaceutical company that is responsible for operating the U.S. division of GlaxoSmithKline plc, the British entity that is the ―global
head‖ of the GlaxoSmithKline group of companies

. (Appellees‘ Br. at 6.) It was formed on October 27, 2009, when its predecessor

– SmithKline Beecham

– was converted from a Pennsylvan ia corporation into a Delaware limited liability company (―LLC‖)

. More specifically, SmithKline
Beecham underwent a two

- step conversion, first becoming a Delaware corporation by filing a ―certificate of conversion‖ with the Delaware Secretary of State, in accordance with Delaware Code Title 8, Section 265, and then converting into
a Delaware LLC under Sections 18

- 201 and 18

- 214 of the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, ch. 18. The LLC was formed under Delaware law because
it ―p ermits a corporation to convert to an LLC without any break in the continuity of the legal entity.‖ ( Id. at 10.)

4 As d iscussed in more depth below, we have jurisdiction to review an interlocutory order when a district court certifies in writing that its order involves ―a controlling question of law as to which there is substantial ground for
d ifference of opinion.‖ 28 U.S.C. § 1292(b).8 The purpose of that conversion was to obtain the tax
benefits of LLC status and thus facilitate the formation of a joint entity with Pfize r , Inc. called ―ViiV Healthcare,‖ which was created to ―develop critical treatments for HIV/AIDS at

not

- for

- profit pricing.‖ (Appellees‘ Br. at 9.) According to Defendants, ―[i]f [SmithKline Beecham ] had remained a corporation, it would have incurred hun dreds of millions of dollars in unnecessary tax liability for transferring its existing HIV/AIDS assets to the new entity

– a  ̳prohibitive‘ obstacle that would have prevented the venture from being financially viable.‖ ( Id. ) Following the conversion, Smi thKline
Beecham dissolved under Pennsylvania law, which allows dissolution ―[w]henever a domestic business corporation has
domesticated itself under t he laws of another jurisdiction. ‖
15 P a. Cons. Stat. Ann. § 1980.

Despite that change in entity form a nd domicile

, Smi thKli ne Beecham was, at least operationally, largely
unaffected by its conversion to GSK LLC. T he company‘s headquarters is still i n Philadelphia, Pennsylvania , where it occupies 650,000 square feet of office space and employs 1,800 people

. Its management is substantively intact. SmithKline Beecham‘s board of directors became GSK LLC‘s ―board of managers,‖ and those managers operate from the same offices they did before, with three located in Philadelphia and a fourth in North Carolina. The ownership

structure of the business is also unchanged. SmithKline Beecham‘s sole shareholder had been Defendant GSK Holdings, a Delaware corporation founded in 1999 that holds GlaxoSmithKline plc‘s investments in the United States

. Fo llowing the conv ersion, GSK Holdings became GSK
LLC‘s sole member

. Although the default rule under9 Delaware law provides that ―the management of a limited liability company shall be vested in its members,‖ Del. Code Ann. tit. 6, § 18

- 402, GSK LLC assigned that task to th e board of managers , making it a ―manager

- managed,‖ rather
than a ―member

- managed,‖ LLC. 5 Therefore, both before
and after t he conversion, GSK Holdings acted solely as the
owner, not as the operator, of the company.

Because it is a holding company, rather than an operating company, GSK Holdings‘ own activities are quite limited, consisting mostly of approving the financial
statements from its investments. 6 It also dec ides whether to

pay dividends, make new investments, and approve proposed

res truct urings. GSK Holdings‘ three

- member board of directors has the exclusive authority to control all of those
activities , which it does through resolutions it adopts at quarterly and special board meetings. For most of the time relevant to this lawsuit, that board consisted of Michael

5 That structure was established in accordance with Delaware law by GSK LLC‘s limited liability company
agreement. See Del. Code Ann. tit. 6, § 18

- 402 (permitting an LLC agreement to vest management authority in a manager) . That agreement provided that ―[t] he members of the Board of Directors of SmithKline Beecham Corporation shall continue as the initial manager of the company, following the conversion, without the need for further action.‖ (App. at 681.)

6 At all times relevant to this lawsuit, those investments primarily included money market investments,
intra

- group accounts, and the ownership interest in GSK
LLC.10 Corrigan, a senior officer of GSK LLC based in Philadelphia, Julian Heslop, the chief financial officer of GlaxoSmithKline plc based in London, and Donald McLamb, a Wilmington

based employee of Wilmington Trust Services (―Wilmin gton Trust‖), a company that provides ―corporate services to Delaware holding companies‖ (App. at 756). 7 In his capacity as an employee of Wilmington Trust, McLamb also serves as a director or officer of 50 to 75 other companies.

Since 2001, GSK Holdin gs‘ board meetings have been held in Wilmington, Delaware at the Wilmington Trust headquarters

. 8 They typically last 15 to 30 minutes, and

,

7 Those three directors were in office when discovery
was conducted in Brewer

. See 774 F. Supp. 2d at 726. Julian Heslop retired on March 31, 2011, and therefore was not a
member of the board of directors at the time this case was removed. Plaintiffs argue that we must therefore disregard his role in the corporation, but they have presented n o evidence that GSK Holdings‘ corporate structure has changed in the wake of Heslop‘s retirement. Moreover, they agreed to proceed on the record developed in Brewer

, see supra note 1, and they themselves rely extensively on Heslop‘s deposition testimony. Therefore, we assume that although Heslop himself may no longer be carrying out the functions of GSK Holdings‘ London

- based director, his testimony is still indicative of the corporation‘s structure and activities.

8 From 1999 until 2001, the company‘s board meetings took place in Philadelphia, and that city was therefore listed in GSK Holdings‘ bylaws as the location of its headquarters and board meetings. Although that location changed in 2001, the company failed to update those bylaws until recently

, when th is litigation brought the mistake to their attention.11 although McLamb always attends them in person, directors Corrigan and Heslop often participate telephonically from other offices. The parties disagree about the extent of the
actual deci sion

- making that occurs at the meetings. Pl aintiffs argue that GSK Holdings conducted its substantive work in Philadelphia and London, and that the board meetings served merely to ―ra tify decisions made somewhere other than Delaware.‖ (Appellants‘ Opening Br. at 32.) Defendants, on the other hand, insist that GSK H oldings‘ directors ―reached decisions about GSK Holdings‘ [] investments only at board meetings and based on their own ind ependent judgment‖ (Appellees‘ Br. at 21), and that the board had exclusive ―direction, control, and coordination‖ of GSK Holdings‘ activities ( id. at 40).

Apart from those meetings, GSK Holdings‘ presence in Wilmington is minimal. It subleases a small, ten

- by

- ten foot office from Wilmington Trust, but that office is rarel y visited, and it serves primarily to house GSK Holdings‘ books
and records. GSK Holdings‘ other Wilmington activities consist mostly of administrative and secretaria l functions,
such as paying monthly bills for the office. Those functions

are usually conducted by Elizabeth Bothner, GSK Holdings‘ sole employee, who devotes about 20 hours per year to the

company. GSK Holdings has one Delaware bank account
that , as of November 2010, had less than $25 in it.

Although GSK Holdings‘ board has the sole authority to manage the company‘s activities, it receives various support services from individuals in both Philadelphia and London. Officers Jan Lyons and Sarah

- Jane Chilver

- Stainer

, 9

9 GSK Holdings has six corporate officers. In addition12 who are based in Philadelphia and London, respectively, provide tax assistance and facilitate GSK Holdings‘ investment transactions, as does Philadelphia

- based GSK LLC employee Audrey Klijian. Complex tax issues are

s ometimes addressed by Helen Jones , a Lond on

- based GSK employee. George Brown, another GSK employee based in London, maintains GSK Holdings‘ financial records, and overall strategic guidance comes from the London office

. The GSK Holdings board has also authorized a number of people in both Phila delphia and London to sign documents on
GSK Holdings‘ behalf and enter into certain routine transactions for the company. Finally, directors Corrigan and Heslop generally prepare for board meetings at their respective offices, and staff at the Philadelphi a office compile
and circulate the materials that the boar d reviews during those meetings.

Beyond those limited functions, GSK Holdings has no operations. It produces no products, conducts no research,
and has no sales. Rather, as is typical for a hold ing company,
its role is confined to ownin g its interest in its subsidiary

– GSK LLC

. See Black‘s Law Dictionary 298 (8th ed. 2004) (defining a holding company as a ―company formed to control other companies, [usually] confining its role to owning stock a nd supervising management‖) ; 19 William Meade Fletcher et al., Fletcher C yclopedia of the Law of Corporations, glossary at 13 (perm. ed., rev. vol. 2006) (defining a holding company as ―a corporation whose principal business is the holding of stocks of oth er

to Lyons and Chilver

- Stainer, Holdings‘ three directors serve as officers, as does Elizabeth Bothner, the company‘s Wilmington

- based par t

- time employee.13 corporations‖)

. That subsidiary, on the other hand , has widespread and complex operations, as it develops, produces, and sells pharmaceutical products nationwide

. Such a corporate structure, in which an operating company is wholly owned by a holding c ompany, has many features that are appealing to large business enterprises. For example, the holding company structure give s each subsidiary the autonomy to manage its business without regard to other business units, it allows the enterprise to prevent li abilities incurred by one investment from jeop ardizing other investments, and it facilitate s borrowing transactions and restructurings

. See Robert Charles Clark, The Regulation of Financial Holding Companies , 92 Harv. L. Rev. 789, 816

- 825 (1979) (describi ng the benefits of holding company formation). D irector Heslop testified that

, for those reasons, including a holding company within a n enterprise‘s corporate

structure ―i s a very, very common thing.‖ (App. at 705.)

The last defendant

– Avantor Performa nce Materials

– is a New Jersey corporation that is not part of the GlaxoSmithKline group of companies. U ntil 2011 , it had its principal place of business in New Jersey. In February 2011, Avantor announced that it was relocating its headquarters to
Cente r Valley, Pennsylvania. The corporation officially
moved its rank

- and

- file employees to its new headquarters on September 19, 2011, five days after Defendants removed this
action. The parties disagree o n precisely when Avantor‘s high

- level officers began directing activities from Pennsylvania. Plaintiffs note that Avantor‘s website, a corporate directory, and many technical documents and federal filings listed its address in Center Valley starting before this action was removed. They also observe that
Av antor‘s CEO gave an interview from the new headquarters14 two days before the official move date. Defendants argue that those actions were all part of the preparation for the move, which multiple affidavits, an internal company memo, and a news story demons trate occurred on September 19.

T he District Court reviewed all of the foregoing
evidence and concluded none of the Defendants wa s a Pennsylvania citizen at the time of removal

. It thus held that diversity jurisdiction is present. Johnson , 853 F. Sup p. 2d at 489, 498. Specifically, the Court found that GSK Holdings has its principal place of business in Wilmington, Delaware, where its board of directors manages its investments. Id. at 495. It is therefore a Delaware citizen, as is GSK LLC, which, a s a limited liability company, assume s the citizenship
of its owner

. Id. at 491. As for the remaining Defendants, the Court held that Avantor was still a New Jersey citizen when the case was removed, id. at 495, and that SmithKline Beecham‘s citizenship i s irrelevant because , as a diss olved corporation whose assets and liabilities have been assumed by another entity

, it is a nominal party with no interest in the litigation

, id. at 496

- 97 . Accordingly, the Court concluded it had jurisdiction over the case

, and denied Plaintiffs‘ motion
to remand. Id. at 498. This timely appeal followed.

II. Jurisdiction and Standard of Review

The District Court determined that it had jurisdiction pursuant to 28 U.S.C. § 1332. In denying remand, it certified
for inter locutory review the jurisdictional question of whether
two of the Defendants

– GSK Holdings and GSK LLC (collectively, the ―GSK Defendants‖)

– are Pennsylvania citizens, in order to resolve the uncertainty created by ―contrary determinations as to the Glax oSmithKline15 Defendants‘ citizenship‖ that have emerged recently

. Id. at 490. To date, six judges from the Eastern District of Pennsylvania have ruled on the issue of the GSK Defendants‘ citizenship. Four of them concluded that GSK Holdings and
GSK LLC a re Pennsylvania citizens, and thus granted motions for remand due to lack of diversity. See Brewer v. SmithKline Beecham Corp. , 774 F. Supp. 2d 720 (E.D. Pa. 2011) (Savage, J.); Yeatts v. SmithKline Beecham Corp. , No.
11

- 6711, 2012 WL 5488907 (E.D. Pa. Ma r. 29, 2012) (Slomsky, J.); Murray v. SmithKline Beecham Corp. , No. 11

- 3510, 2012 WL 5488905 (E.D. Pa. Mar. 29, 2012) (Jones, J.); Monroe v. SmithKline Beecham Corp. , No. 10

- 2140, 2010 WL 2606682 (E.D . Pa. June 25, 2010) (Joyner, J.). Two
others , includin g the District Judge in this case, reached the opposite conclusion. See Johnson

, 853 F. Supp. 2d at 489 (Diamond, J.); White v. SmithKline Beecham Corp. , No. 10

- 2141, 2010 WL 3119926 (E.D. Pa. Aug. 6, 2010) (McLaughlin, J.). Due to that disagreement, and to the
likelihood that it will continue absent our decision , the
District Court certified the issue of the GSK Defendants‘ citizenship as ―a controlling question of law as to which there is substantial ground for diff erence of opinion.‖ Johnson , 853
F. S upp. 2d at 490 (quoting 28 U.S.C. § 1292(b) ) (internal quotation marks omitted)

.

We therefore have jurisdiction to review the Court‘s order pursuant to 28 U.S.C. § 1292(b), 10 which w e accepted by granting Plaintiffs‘ request for permission to appeal.
Al though th e District Court noted only the issue of the GSK

10 Our references to the District Court are, unless otherwise noted, to the Court acting through the Honorable
Paul S. Diamond in this case.16 Defendants‘ citizenship as requiring interlocutory review, we have jurisdiction to ―address any issue fairly incl uded within
the certified order. ‖ Yamaha Motor Corp. , U.S.A. v. Calhoun

, 516 U.S. 19 9, 205 (1996). The certified order from which this appeal originated denied all Plaintiffs‘ bases for remand, including the alleged Pennsylvania citizenship of SmithKline
Beecham and Avantor. We therefore h ave jurisdiction to review the District Court‘s citizenship determination for each of the challenged Defendants, not just for GSK Holdings and
GSK LLC

. See i d. (noting that ―it is the order that is appealable, and not the controlling question identified by the district court‖ (internal quotation marks omitted) (emphasis in original)) ; cf. Morris v. Hoffa , 361 F.3d 177, 196 (3d Cir. 2004) (―Although the scope of review on an interlocutory appeal is generally constrained to the questions certified for review by the district court, we may consider any grou nds justifying reversal .‖ (internal quotation marks omitted) (emphasis in original) )

.

We exercise plenary review over issues of jurisdiction. Grand Union Supermarkets of the V.I., Inc. v. H.E. Lockhart Mgmt., Inc. 316 F.3d 408, 410 (3d Cir. 2003). Under that standard, we review determinations of law de novo , but a court‘s factual findings regarding domicile or citizenship are
reviewed for clear error. McCann v. Newman Irrevocable
Trust , 458 F.3d 281, 286 (3d Cir. 2006). When reviewing for
clear error

, an appellate court ―must accept the trial court‘s findings‖ unless it is ―left with the definite and firm
conviction that a mistake has been committed.‖ Inwood
Lab s ., Inc. v. Ives Lab s

. , Inc. , 456 U.S. 844, 855 (1982) (internal quotation marks omitted); s ee also Frett

- Smith v. Vanterpool , 511 F.3d 396, 399 (3d Cir. 2008) (applying that

st andard to the factual findings which underpin a court‘s17 determin ation of diversity jurisdiction ). Put another way, ―[i]f the district court‘s account of the evidence is p lausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been sitting as the trier of fact, it would have weighed the evidence differently. ‖ Anderson v. City of Bessemer City , 470 U. S. 564, 573

- 74 (1985).

Plaintiffs argue that i t would be unfair to apply the clearly erroneous standard to the factual findings in this case because of the contrary outcomes reached by different district judges on this jurisdict ional issue. But varyi ng outcomes do not change that we are called upon to review only the particular order on appeal , nor do they put us in a better position to make our own factual findings. See Inwood Lab s

. , 456 U.S. at 855 (recognizing the ―unique opportunity
afforded the trial court judge to evaluate the credibility of witnesses and to weigh the evidence‖). Rule 52(a) of the Federal Rules of Civil Procedure makes clear that ―[f]indings of fact ... must not be set aside unless clearly erroneous, and the reviewing court must give due regard to the trial court‘s opportunity to judge the witnesses‘ credibility.‖ Fed. R. Civ. P. 52(a) (6) . The Supreme Court has held that that standard applies ―even when the district court‘s findings do not rest on credibility determinations, but are based instead on physical or documentary evidence or inferences from other facts.‖
Anderson

, 470 U.S. at 574. We are therefore not at liberty to substitute our own jurisdictional facts for those credited b y the District Court, unless that Court‘s fi ndings are clearly erroneous. We reiterate, however, that our overall review is plenary, and thus we do not defer to the District Court‘s application of the law to those facts.18 III. Discussion

A civil action brought in state court may be removed by the defendant to federal district court if the federal court
would have had original jurisdiction over the claim. 28 U.S.C. § 1441(a). ―Diversity of citizenship subject matter jurisdiction falls within the original jurisdiction of the district court,‖ pu rsuant to § 1332(a) of Title 28 of the United States Code, and thus ―a state court case that implicates diversity jurisdiction ‖ may generally be removed

, Brown v. Francis , 75 F.3d 860, 865 (3d Cir. 1996), provided that the defendant is
not a citizen of the state in which the action is brought, 28
U.S.C. § 1441(b)(2)

. See also 28 U.S.C. § 1332 (a) (granting jurisdiction in cases between citizens of different states in which the amount in controversy exceeds $75,000). Jurisdiction under § 1332 (a) requires ―c omplete diversity,‖ meaning that ― no plaintiff can be a citizen of the same state as any of the defendants.‖ Grand Union Supermarkets , 316
F.3d at 410

. D iversity of citizenship must have existed at the time the complaint was filed

, id.

, and at the time o f removal,
Abels v. State Farm Fire & Cas. Co. , 770 F.2d 26, 29 (3d Cir. 1985), and the burden is on the removing party to establish federal jurisdiction

, id. ―Because lack of jurisdiction would make any decree in the case void and the continuation of the litigation in federal court futile, the removal statute should be strictly con strued and all doubts resolved in favor of remand.‖

Brown , 75 F.3d at 864

- 65 (quoting Abels , 770 F.2d at 29 ) (in ternal quotation marks omitted)

.

Plaintiffs argue tha t removal of th eir case was improper because the federal courts lack subject matter j urisdiction over it. They contend that each of the four
D efendants involved in this appeal is a Pennsylvania citizen,19 and thus that diversity jurisdiction is lacking beca use Plaintiff
Steven Lucier is also a citizen of that state. 11 Specifically, they maintain that GSK Holdings‘ principal place of business is in Philadelphia , and

, because a limited liability company‘s citizenship is determined by the citizenship of its me mbers,
both GSK Holdings and GSK LLC are therefore Pennsylvania citizens. Plaintiffs further argue that although SmithKline Beecham dissolved, Pennsylvania law preserves its citizenship for purposes of diversity jurisdiction. As for
Avantor , it became a Pennsylvania citizen when it moved its headquarters to Center Valley, Pennsylvania, which Plaintiffs claim may have happened before the case was removed

. 12

We address each of those arguments in turn and conclude , as the District Court did, that none of the Defendants was a Pennsylvania citizen at the time of removal.

11 For the same reason, they also contend that removal of the case violated the rule barring remova l when any ―defendant is a citizen of the forum state.‖ Lincoln Property
Co. v. Roche

, 546 U.S. 81, 84 (2005); see 28 U.S.C. § 1441(b)(2). Plaintiffs do not dispute that the amount i n controversy exceeds $75,000, as required by 28 U.S.C. § 1332(a).

12 Pla intiffs do not specify when Avantor moved its headquarters to Pennsylvania. Rather, they contend that ―Avantor has not met its burden of proving that its principal place of business was in New Jersey, not Pennsylvania, when
Defendants removed this action on September 14, 2011.‖ (Appellants‘ Opening Br. at 47.)20 A. Ci tizenship of the GSK Defendants

Section 1332 (a) grants federal courts jurisdiction over
civil actions between ―citizens of different [s]tates,‖ 28 U.S.C. § 1332(a) (1) , and it is we ll established that a corporation is considered a ―citizen‖ for purposes of that provision, Carden v. Arkoma Assoc s

. , 494 U.S. 185, 189 (1990) . Since 1844, the Supreme Court has recognized that a corporation is ― capable of being treated as a citizen ... as much as a natural person.‖ Louisville, Cincinnati &
Charleston R.R. Co. v. Letson , 43 U.S. 497, 558 (1844)

. It has taken considerably longer, however, for Congress and the Court to decide how a corporation‘s citizenship should be determined. In 1958, af ter years of studying the matter, Congress amended § 1332 to provide that a corporation is a
citizen of both it s state of incorporation and the state ―where it has its principal place of business.‖ 28 U.S.C. § 1332(c)(1) ; see also Hertz Corp. v. Friend , 5 5 9 U.S. 77, 130 S. Ct. 1181,
1189

- 90 (2010) (describing the legislative history of that enactment)

. But applying the phrase ―  ̳ principal place of
business ‘

... proved more difficult ... than its originators likely expected,‖ Hertz , 130 S. Ct. at 1190, and that difficulty
resulted in ―divergent and increasingly complex interpretations‖ by the courts of appeals, id. at 1192. I n 2010

, the Supreme Court stepped in to resolve the confusion, holding in Hertz that ―the phrase  ̳principal place of business‘
refers to t he place where the corporation‘s high level officers direct, control, and coordinate the corporation‘s activities,‖
which is often ―metaphorically called its  ̳ nerve center. ‘ ‖ Id.
at 1186

.

In endorsing the ―nerve center‖ test, the Court ―place[d] prima ry weight upon the need for judicial21 administration of a jurisdictional statute to remain as simple as possible,‖ id. , and it rejected other approaches involving complex multifactor tests designed to pinpoint a corporation‘s ―center of gravity,‖ id. at 119 1. Instead, it adopted the comparatively simpler method of identifying the single place that is the corporation‘s ―brain‖

– its ―actual center of direction, control, and coordination‖

– which is usually its headquarters. Id. at 1192

- 93 ; see also id. at 1 193 (―A corporation‘s  ̳nerve center,‘ usually its main headquarters, is a single place.‖). Hertz also warned courts to guard against jurisdictional manipulation by ensuring that a corporation‘s headquarters is actually its center of direction, ―not simply an office where the corporation holds its board meetings,‖ id. at 1192, or ―a bare office with a computer,‖ id. at 1195. If there is evidence of such manipulation, Hertz explained that courts should look past that manipulation, and ―take as the  ̳nerve

ce nter‘ the place of actual direction, control, and coordination, in the absence of such manipulation.‖ Id.

Hertz said nothing, however, about how to determine the citizenship of an unincorporated entity

. Such entities do not have the same legal status as a corporation, and t he Supreme Court has made clear that

, ―[w]hile the rule regarding the treatment of corporations as  ̳citizens‘ has become firmly established,‖ that treatment cannot be
extended to other entities. Carden

, 494 U.S. at 189 ; see also
id. (―That rule must not be extended.‖ (internal quotation marks omitted))

. In Carden v. Arkoma

, t he Court held that

, b ecause unincorporated entities are not co nsidered ―citizens‖ in their own right, ―diversity jurisdiction in a suit by or against [an uninco rporated] entity depends on the citizenship of ... each of its members.‖ Id. at 195

- 96 (citation s and internal quotation marks omitted). In other words , because22 such an entity is not recognized as a legal person , courts should look to the citizenship of th e people or corporations who comprise it to determine if div ersity jurisdiction exists

. The principal place of business of an unincorporated entity is therefore irrelevant to determining its citizenship.

That rule h olds true despite the substantive sim ilarities between corporations and other entities. Id. at 196. The
Court in Carden acknowledged that unincorporated entities can be ― functionally similar‖ to corporations, and that

― [ c ] onsiderations of basic fairness and substance over form ‖

may ― r equire that [ they] receive similar treatment. ‖ Id. (first alteration in original) (internal quotation marks omitted). Y et it nonetheless enforced the rigid jurisdictional distinction
between co rporations and other entities

. See i d. ; see also Hoagland ex rel. Midwest Transit, Inc. v. Sandberg, Phoenix & Von Gontard, P.C. , 385 F.3d 737, 739

- 40 (7th Cir. 2004) (holding that a nonbusiness corporation, even though it may differ from business corporations in more respects than unincorporated entities do, is nonethel ess treated as a citizen for diversity jurisdiction purposes). Such adherence to
mechani cal rules may seem at first glance to be unfair, but it comports with the Court‘s unwavering insistence that jurisdictional rules ―remain as simple as possible.‖ Hert z , 130 S. Ct. at 1186 ; see also Carden , 494 U.S. at 196 (―The resolutions we have reached above can validly be characterized as technical, precedent

- bound, and unresponsive to policy considerations raised by the changing realities of business organization. But

, ... that has been the character of our jurisprudence in this field ... .‖). As the United States Court of Appeal s for the Seventh Circuit has explained:23 Functional approaches to legal questions are often, perhaps generally, preferable to
mechanical ru les; but the preference is reversed when it comes to jurisdiction. When it is
uncertain whether a case is within the jurisdiction of a particular court system, not only are the cost and complexity of litigation increased by the necessity of conducting an inquiry that will dispel the uncertainty but the parties will often find themselves having to start their litigation over from the beginning, perhaps after it has gone all the way through to judgment.

Hoagland

, 385 F.3d at 739

- 40. For that reason, althou gh the
rise of new business structures may make the rigid divide between corp orations and other entities appear outdated, the Supreme Court has explicitly left to Congress the task of ―accommodating our diversity jurisdiction to the changing
realities of c ommercial organization

, ‖ if it sees fit to do so.
Carden , 494 U.S. at 197.

In recognition of those principles, this and every other
Circuit Court to face the question have held that the citizenship of a limited liability company ―is determin ed by the citizenship of each of its members.‖ Zambelli Fireworks Mfg. Co. v. Wood , 592 F.3d 412, 418 (3d Cir. 2010); see also
id. at 420 (collecting cases from our sister circu its). In
Zambelli , we noted that limited liability companies ―resemble

corpor ations in many respects,‖ but we recognized that the Supreme Court has ―flatly rejected arguments in favor of extending the rule of corporate citizenship to analogously formed business entities.‖ Id. at 419 (citing Carden , 494 U.S.24 at 189). T herefore, we opted to treat limited liability companies as we do partnerships and other ―unincorporated associations,‖ and held that courts must loo k to the citizenship of a limited liability company‘s members to
determine if there is div ersity jurisdiction

. Id. at 4 20.

Both sides in the dispute before us now agree that

, under Zambelli

, GSK LLC‘s citizenship is defined by that of its sole member: GSK Holdings. As a corporation, GSK Holdings is a citizen of its state of incorporation and of the
state where it has its principal place of business

, 28 U.S.C. § 1332(c)(1)

, which Hertz defined as its ―nerve center

. ‖ 130 S.
Ct. at 1186. It is undisputed that GSK Holdings is incorporated in Delaware , so it is clearly a Delaware citizen

. Therefore, in order for GSK Hold ings

– and, by extension,
GSK LLC

– to also be Pennsylvania citizen s , as Plaintiffs claim, GSK Holdings‘ ―actual center of direction, control, and
coordination

, ‖ i.e. , its nerve center, id. at 1192, must be located in Pennsylvania

.

Plaintiffs provide t wo explanations for why they believe GSK Holdings‘ nerve center is in Pennsylvania, both
of which were endorsed in a tri logy of opinions from the Eastern District of Pennsylvania

. See Patton ex rel. Daniels

Patton v. SmithKline Beecham Corp. , 2011 WL 6210 724

, at *5 (E.D. Pa. Dec. 14, 2011 ) ; Maldonado ex rel. Maldonado v. SmithKline Beecham Corp. , 841 F. Supp. 2d 890 , 897 (E.D. Pa. 2011) ; Brewer

, 774 F. Supp. 2d at 729

- 30, 732. 13 First,

13 Those opinions were authored by the Honorable Timothy J. Savage. Brewer , as Judge Savage‘s first statement on the matter, provides the core of his analysis. See 774 F. Supp. 2d at 729

- 32. Mald onado supplemented and clarified25 they argue that we should consider GSK LLC‘s activities in
the determin ation of GSK Holdings‘ citizenship, because , as Plaintiffs put it, GSK Holdings had the authority to manage GSK LLC, but ―delegated‖ that power to GSK LLC‘s

managers

. (Appellants‘ Opening Br. at 25.) Under that ―delegation theory,‖ GSK Holdings‘ nerve ce nter is in Philadelphia, because that is where GSK LLC‘s managers are
based. Second, they maintain that

, even if we do not consider
GSK LLC‘s management, ―Holdings‘ own holding

- company activities‖ are directed from Philadelphia, and thus that is its princ ipal place of business. ( Id. at 27.) We are unpersuaded by either of those arguments.

1. The Delegation Theory

Plaintiffs‘ novel delegation theory makes GSK LLC‘s management the focus in assessing GSK Holdings‘ nerve

center. Noting that the def ault rule under Delaware law is that ―the management of a limited liability company shall be vested in its members,‖ Del. Code Ann. tit. 6, § 18

- 402,
Plaintif fs conclude, as the c ourt did in Brewer , that ― [GSK] Holdings had the exclusive right and power to control, direct, run, manage, and operate [GSK] LLC.‖ 774 F. Supp. 2d at
729. According to Plaintiffs, GSK Holdings opted not to retain that power, instead ―delegat[ ing ] that duty to Philadelphia

- based managers.‖ (Appellants‘ Opening Br. at 26 (citing Brewer , 774 F. Supp. 2d at 729 (explaining that GSK Holdings had delegated ―the operational decision

making authority and power of [GSK] LLC to [GSK] LLC‘s

aspects of the Brewer holding. See 841 F. Supp. 2d at 894

- 97. Patton repeats Maldonado ‘s analysis . 2011 WL 6210724, at *5.26 officers and directors ‖ )).) Looking at that delegation, the

c ourt in Brewer concluded that ― [ t ] he  ̳ managers ‘ of [GSK] LLC are still part of [GSK] Holdings because they are managing [GSK] LLC on behalf of [GSK] Holdings.‖
Brewer , 774 F. Supp. 2d at 729 (emphasis in original) . Based on that premise, Plaintiffs argue that GSK LLC‘s Philadelphia

- based man agement decisions should be considered ― ̳corporate activities‘ for which GSK Holdings was responsible.‖ (Appellants‘ Opening Br. at 26.) Those corporate activities far outweigh GSK Holdings‘ other limited holding

- company functions, and thus , say Plaintif fs, i ts principal place of business is in Philadelphia. As Brewer put it, because ― [GSK] Holdings has effectively transplanted the vast majority of its  ̳brain‘ or  ̳nerve center‘ to its managers in Philadelphia,‖ it must be considered a Pennsylvania citize n. 774 F. Supp. 2d at 730.

At the outset, it is important to note that the record does not support that description of GSK Holdings‘ relationship to GSK LLC. To say that GSK Holdings ―transplanted ... its  ̳brain‘ or  ̳nerve center‘‖ to GSK LLC‘s

manag ers implies that at some point GSK Holdings‘ activities
included direct ing and controlling GSK LLC . But GSK Holdings has never occupied such a role. It has always functioned solely as the owner of GSK LLC, just as it did
when it was the sole shareholder of GSK LLC‘s predecessor, SmithKline Beecham. The only decision by GSK Holdings that arguably has affected GSK LLC‘s management was the decision to structure that company as a manager

- managed
LLC

– in other words, GSK Holdings‘ decision not to manage GSK LLC . It is hard to see how t hat decision, which resulted
in GSK Holdings continuing to operate as it had before SmithKline Beecham‘s conversion to GSK LLC , could27 i nvolve the kind of transplant that Plaintiffs and Brewer
describe. 14

But even if we we re to accept Brewer ‘s characterization, adopting the delegation theory would require
that we turn our holding in Zambelli upside down. Zambelli and the Supreme Court opinions on which it is based, e.g. , Carden , 494 U.S. at 189; United Steelworkers of Am. v. R.H. Bouligny, Inc. , 382 U.S. 145, 146

- 47 (1965), instruct courts that the citizenship of a n unincorporated association like a limited liability company is determined by looking to the citizenship of its members. 592 F.3d at 420. W e are not supposed t o focus on GSK LLC‘s activities ; rather, precedent
dictates that we turn our att ention to the citizenship of GSK LLC‘s sole member, GSK Holdings. While they acknowledge that precedent, Plaintiffs ask us to define GSK Holdings‘ citizenship by contemplating its status as a me mber of GSK LLC. Put more simply , to determine the citizenship of a limited liability company using Plaintiffs‘ approach, we must look to its member, but then, if that member is a holding

14 Notably, Plaintiffs identify no cases, other than
Brewer and its progeny, that characterize the relationship between a manager

- managed LLC and its sole member in such a manner. Moreover, Brewer has been rejected in at least two district court cases, and Plaintiffs identify no other districts that endorse its approach. See Jennings v. HCR
ManorCare Inc.

, -- F. Supp. 2d

-- , No. 12

- 1397, 2012 WL 5360911, at *3 (D.S.C. Oct. 3, 2012) (―The Court declines to adopt the reasoning of Brewer .‖); Dalton v. Georgia

- Pacific
L.L.C. , No. 12

- 415, 2012 WL 2072766, at *5 (D. S.C. May 4, 2012) (same).28 company, we must immediately look back to the li mited liability company , reversing the Zambelli analysis entirely. 15

GSK Holdings‘ allegedly ―unique‖ relationship with GSK LLC does not justify applying that inverted approach.
See Brewer

, 774 F. Supp. 2d at 729 (describing ―the unique
circumstance wh ere the holding company is the sole member of a manager

- managed limited liability company‖ ). According to Brewer

, ― [w]here the sole member of a limited liability company is a holding company ... we are presented with an anomaly in applying the  ̳nerve center ‘ test,‖ and we
should consider the LLC ‘s activities despite Zambelli ‘s instruction to the contrary. 16 774 F. Supp. 2d at 728

- 29. But

15 That analysis would also not be limited to the facts of this case, as Brewer appears to indicate . 774 F. Supp. 2d at
728

- 29 ; see also Maldonado , 841 F. Supp. 2d at 897 (―The

Brewer holding is narrower than GSK makes it out to be. It does not apply to all limited liabi lity companies. Nor does it apply to all manager

- managed limited liability companies.‖)

. According to Brewer , the delegation theory applies only in situations ―[w]here the sole member of a limited liability company is a holding company that holds one con stituent company and several intra

- group accounts.‖ Id. But whether an LLC‘s members are holding companies, operating companies, or individuals, they must establish the management structure for the LLC, either by ―delegating‖ that management authority or assuming it (or some combination thereof). Brewer bases its holding on just that

– the member‘s decision to delegate management authority

– and there is nothing in that reasoning that limits its application to holding companies.

16 Maldonado stepped back from that characterization29 the situation presented here is hardly anomalous. Holding companies are ubiquitous, especially in large business enterp rises, and courts have been dete rmining their nerve

centers for decades. 17 See, e.g.

, Taber Partners , I v. Merit Builders, Inc. , 987 F.2d 57, 63 (1st Cir. 1993) (determining
the ner ve center of two holding companies that were partners in a limited partners hip). The fact that the holding company at issue here holds an LLC rather than a corporation does not

, in itself , complicate the nerve center analysis.

The argument that we must look to GSK LLC‘s
activi ties to identify GSK Holdings‘ nerve center also ign ores the well

- established rule that a parent corporation maintai ns separate citizenship from a subsidiary unless it has exerted

somewhat, explaining that ―holding companies and single member limited liability companies are not unusual and are, indeed, common.‖ 841 F. Supp. 2d at 894. It explained that the point of Brewer was that ―where the sole member of a limited liability company is a holding company,‖ the rules in
Zambelli and Hertz ―intersect,‖ which raises the ―novel‖ question of how the holding company‘s citizenship should be
defined. Id. Therefore, while Maldonado may agree that
GSK LLC‘s stru cture is common, it still bases its holding on the supposedly unique questions raised by that structure.

17 Although Hertz is a recent decision, many circuits applied the ―nerve center‖ test before its formal adoption by the Supreme Court. In fact, the Fir st Circuit long ago
identified t he ― nerve center ‖ test as the ― most appropriate in
the case of a holding company ,‖ Lugo

- Vina v. Pueblo Int’l,

Inc. , 574 F.2d 41, 43 n.2 (1st Cir. 1978), because such companies do not have physical operations, Diaz

- Rodriguez v. Pep Boys Corp , 410 F.3d 56, 60 (1st Cir. 2005).30 such an overwhelming level of control over the subsidiary that the two companies do not retain separate corporate
identities. Q uaker State Dyeing & Finishing Co. v. ITT Terryphone Corp. , 461 F.2d 1140, 1142 (3d Cir. 1972); see also Tab er Partners , 987 F.2 d at 62

- 63 (emphasizing that

, ―in determining a corporation‘s principal place of business, [the] inquiry must focus solely on th e business activities of the corporation whose principal place of business is at issue‖)

. Plaintiffs do not allege that GSK Holdings and GSK LLC disregarded corporate formalities, n or do they claim that GSK Holdings controls its subsidiary‘s operations. In fact , they argue the opposite, suggesting that we consider GSK LLC‘s

nerve center in assessing GSK Holdings‘ citizenship because
GSK Holdings has exerted no managerial control over GSK
LLC , which is just the opposite of what is typically required

to con sider a parent ‘s and subsidiary‘s citizenships jointly. 18

18 Plaintiffs attempt to support their approach by citing
our decision in Mennen Co. v. Atlantic Mutual Insurance Co.

, 147 F.3d 287 (3d Cir. 1998). In that case, which was decided
before Hertz , we held t hat a corporation‘s principal place of business was the location in which its ―day

- to

- day activities‖
were carried out. Mennen , 147 F.3d at 293. That location happened to also be the center of operations of a different company, which, pursuant to a manag ement services contract, was conducting ―the practical work‖ of the company whose citizenship was at issue. Id. Based on that precedent, Plaintiffs argue that ―a court should consider services performed by one company on another company‘s behalf to
deter mine the latter‘s principal place of business.‖ (Reply Br.
at 1

- 2.) But, in addition to being of questionable utility because it applied what is now an outdated test for determining a corporation‘s principle place of business,31 Plaintiffs imply that that counterintuitive approach is required by Hertz . They note that Hertz instructs courts to identify a company‘s ―actual center of direction, control, and
coordin ation,‖ 130 S. Ct. at 1192, and

, because GSK Holdings exercises no co ntrol ove r GS K LLC‘s operations, they suggest that treat ing GSK Holdings‘ headquarters
location as determinative of GSK LLC‘s citizenship would , in
the words of Maldonado

, ―exalt form over subst ance.‖
Maldonado , 841 F. Supp. 2d at 897. In support of that ―form

over substance‖ argument

, Plaintiffs note the seamless change in corporate form from SmithKline Beecham, which was indisputably a Pennsylvania citizen, to GSK LLC, which
Defendants now cl aim is a Delaware citizen. No people, offices, or operations moved from one state to t he other during that transition, and so a change in citizenship seems to Plaintiffs to be in conflict with Hertz ‘s concentration on a company‘s ―actual center of direc ti on, control, and
coordination. ‖ 130 S. Ct. at 1192.

The argument is not without logical appeal, but it suffers from two significant problems. First, it is GSK Holdings‘ nerve center

– not GSK LLC‘s

– that is at issue
here

. A s described above, Her tz ‘s ―nerve center‖ test is a means of identifying a corporation‘s principal place of

Mennen is readily distingui shable from this case. Here, GSK LLC did not enter into a contract to perform GSK Holdings‘ corporate activities; rather, it manages its own affairs as it is required to do by its LLC agreement. Plaintiffs provide no explanation for how a contractual agr eement to perform services on a company‘s behalf is in any way analogous to the establishment of the management structure of an LLC, and
their citation to Mennen is unpersuasive.32 business

. A limited liability company‘s citizenship is not defined by its principal place of business , and thus the
location of its nerve center is not at issue for purp oses for establishing diversity jurisdiction. Hertz therefore does not require that we identify the actual center of direction and
control for GSK LLC

– it requires only that we determine GSK Holdings‘ cent er of control

.

More fundamentally, as troubling as those l ike
Plaintiffs may find it, form matters for purposes of establishing jurisdiction, and the distinction between a corporation and an unincorpora ted entity has tremendous jurisdictional significance. The Supreme Court has emphasized that

, althou gh a corporation has citizenship, unincorporated entities do not, regardless of their substantive
similarities to corporations. Carden

, 494 U.S. at 195

. Plaintiffs may denounce that rule as elevating form over substance, but it is entirely consistent wit h the Supreme Court‘s approach to jurisdictional questions. See id. at 196 (explaining that adherence to rigid rules ―has been the character of our jurisprudence in this field‖); see also Hertz

, 130 S. Ct. at 1186 (insisting that jurisdictional rules ―rem ain as simple as possible‖). Therefore, the formal conversion of
SmithKline Beecham to GSK LLC changes the jurisdicti onal calculus, despite the substantive continuity of business operations

. Whereas SmithKline Beecham

– a corporation

– was a citizen of t he state in which it had its principal place of business, GSK LLC ‘s citizenship is defined solely b y the citizenship of its sole member, GSK Holdings . Plaintiffs‘ delegation theory is an adroit attempt to shift the focus back
onto GSK LLC‘s nerve center, but that is contrary to the approach required by the Supreme Court in Carden and by us
in Zambelli

. There is nothing in Hertz to c hange that fact, as33 Hertz deals solely with the definition of a corporation‘s ―principal place of business.‖

We thus rejec t Plaintiffs‘ delegation theory, and instead proceed, as the District Court in this case did, to
determine GSK Holdings‘ citizenship by considering its own activities, not those of GSK LLC.

2. GSK Holdings’ Corporate Activities

Plaintiffs argue t hat , even looking solely at the
activities of GSK Holdings , it must be recognized as a citizen of Pennsylvania. As each court to examine GSK Holdings has agreed, its activities are very limited in scope . Because it is a holding company, not an operating c ompany, GSK Holdings
has no sales or production , only one part

- time employee, an d
little infrastructure. Instead , its activities consist primarily o f owning its interest in GSK LLC , holding intra

- company accounts, issuing and receiving dividends, and payi ng taxes. A s the District Court put it, ―al l holding companies do is  ̳hold,‘‖ Johnson , 853 F. Supp. 2d at 493 , and GSK Holdings
is typical in that regard

.

Hinging its decision largely on t hat fact , t he District
Court concluded that GSK Holdings‘ princ ipal place of
busi ness is in Wilmington, Delaware. I d. at 493. Although it acknowledged that the company‘s ―Wilmington  ̳footprint‘ is certainly modest,‖ the Court ―measure[d] that footprint ... against the modest scope of Holdings‘[] activities.‖ Id. at 4 92. Finding that GSK Holdings‘ three

- person board controls
all of its limited, ownership

- related activities , and that it does

so ―through resolutions that are considered and passed in Wilmington,‖ id. , the Court conclud ed that its actual center of34 directi on, control, and coordination is in Delaware. Id. at 492

- 96 ; see also Hertz , 130 S. Ct. at 1192 (holding that a corporation‘s principal place of business is ―the place where a corporation‘s officers direct, control, and coordinate the corporation‘s activi ties‖). Accordingly, the Court held that GSK Holdings is not a Pennsylvania citizen

. Johnson , 853 F. Supp. 2d at 493 ; s ee also id. at 495 ( ―Holdings‘[] ne rve center is where its ownership decisions are made: Wilmington

. ‖ ).

Plaintiffs argue that that conclusion contradicts Hertz

, which specifically states that an office used solely for board meetings ―attended by directors ... who have traveled there for the occasion‖ should not be considered a company‘s
actual center of direction and control. 130 S. Ct . at 1192; see also id. at 1195 (warning that an ―alleged  ̳nerve center‘ [ that ] is nothing more than a mail drop box, a bare office with a computer, or the location of an annual executive retreat‖ might be an attempt at jurisdictional manipulation). GSK
H oldings‘ ten

- by

- ten f

oot office in Wilmington closely fits that description , and Plaintiffs contend that the evidence
demonstrates that no substantive decision

- making c ould have
occurred there . As Brewer put it , ―the undisputed fact that the quarterly boa rd meetings of [GSK] Holdings last no more than 15 or 20 minutes belies any argument that any operational or strategic decisions affecting the business activities are made during [those] brief meetings.‖ 7 74 F. Supp. 2d. at 731. Plaintiffs also dismiss t he role of GSK
Holdin gs‘ Wilmington

- based director, Donald McLamb, noting that he ―performs onl y administrative func tions ‖ ( Appellants‘ Opening Br. at 33)

, spends only about four hours per year conducting GSK Holding s‘ business, and serves as a director fo r numerous other companies

. Citing all of those facts, Plaintiffs argue that no real decisions could have been35 made duri ng the board meetings and that the board‘s
decisions must have be en made elsewhere and simply ratified in Wilmington. Therefore, Plain tiffs say, Wilmington cannot
be GSK Holdings‘ principal place of business under Hertz , as it is not GSK Holdings‘ actual center of direction and control

.

Again Plaintiffs‘ reasoning has force but t here are flaws that substantially weaken it . First , as t he District Court rightly noted, the kind of board meetings denigrated in Hertz were being considered in the context of a case involving ―a sprawling operating company,‖ with ―extensive activities carried out by 11,230 employees at fa cilities in 44 states. ‖
Johnson , 853 F. Supp. 2d at 493. For a holding company
such as GSK Holdings, relatively short , quarterly board
meeti ngs may well be all that is required to direct and control
the company‘s limited work

. As former d irector Julian Heslop explained

, the board generally conducts three tasks at each meeting : (1) it approves or corrects the minutes from the previous meeting, (2) it review s the company‘s financial statements with George Brown, a London

- based accountant who provides financial services to GSK H oldings

, and (3) it
address es ―any other business required to come before the meeting,‖ such as authorizing agents to sign documents, making changes to the officers, paying a dividend, or, occasionally, restructuring the company‘s holdings. (App. at
70 9.) Generally, such business is straightforward and takes little time, yet it constitutes GSK Holdings‘ primary activity: managing its assets. T he location of board meetings is
therefore a more significant jurisdictional fact here than it was
in Hertz , and t he meetings‘ brevity does not necessarily
reflect an absence of substantive decision

- making

. 19

19 The significance of that fact is further demonstrated36 Second, the District Court ‘s factual finding that GSK Holdings‘ board controls its investment activities through

consensus

- based resolutions at its meetings in Wilmington is not clearly erroneous

. See McCann , 458 F.3d at 286

by the numerous post

- Hertz cases that have determined the principal place of business of a holding company by looking
to the location in which its officers or directors meet to make high

- level management decisions. See Lewis v. Lycoming

, No. 11

- 6475, 2012 WL 2422451, at *5 (E.D. P a. June 27, 2012) (concluding that a holding company‘s nerve center is the place where its officers made major business decisions, not the location of its ―public persona‖); Freedom Envtl. Servs., Inc. v. Borish , No. 12

- 665, 2012 WL 2505723, at *1 (M.D. Fl a. June 20, 2012) (considering the location of a holding company‘s board meetings in assessing its citizenship); Sebastian Holdings, Inc. v. Kugler , No. 08

- 1131, 2012 WL 1190837, at *3 (D. Con n. Mar. 30, 2012) (determining a holding company‘s ci tizenship based on the location in which its owner and director made management decisions); Balachander v. AET Inc. , No. 10

- 4805, 2011 WL 4500048, at *1 (S.D. Tex. Sept. 27, 2011) (relying on the location in which the company‘s chief officers make

manageme nt decisions); Ortiz v. Chesapeake Operating, Inc.

, No. 11

- 0055, 2011 WL 3584832, at *2 (W.D. La. Aug 12, 2011) (looking to where the holding company‘s directors make overall policy decisions, not to where its subsidiaries manage their day

- to

- day activitie s); cf. Astra Oil Trading N.V.
v. Petrobras Am. Inc. , No. 09

- 1274, 2010 WL 3069793, at *3 (S.D. Tex. Aug. 4, 2010) (declining to use the location of the board of directors, but only because the company‘s sole officer had ―significant independent authority as CEO ... to direct, control, and coordinate [the company‘s] activities‖).37 (applying clear error review to factual findings regarding citizenship and domicile). Each of GSK Holdings‘ three directors testified that only the board can authorize GSK Holdings to take a new action relating to its investments, and
that the board does so by adopting resolutions at quarterly or special board meetings. None of GSK Holdings‘ individual directors or officers can take ―new, unauthorized actions‖ on GSK Holdings‘ behalf, nor can GlaxoSmithKline plc, its ultimate parent in London , do so . (App. at 707

- 08.) The directors further explained that a lthough individuals in Philadelphia and London provide various services to the board and sometimes sign documents, receive money, or pa y taxes for GSK Holdings, the scope of their actions is ―constrained by what the Board of Directors authorize s

. ‖ (App. at 714 .) Those individuals cannot make fundamental
decisions

– that powe r lies solely with the board.

The evidence also supports th e District Court‘s finding that the board actually makes its decision s during its meetings, rather than simply ratifying decisions made elsewhere, as Plaintiffs claim. Although it is uncontested that ―strategic direction and guidance ... emanate[] f rom Lond on‖ (App. at 710), as they likely do for all of t he companies in the GSK group, GSK Holdi ngs‘ directors insist that the board‘s decisions are not preordained. On the contrary , director Heslop explained that ―[w]e sit down as a Board at our meetings ... and go through the papers and make the decisions required of those meetings.‖ (App. at 709.) E ach
director , including Wilmington

- based director Donald McLamb, testified that he exercises his independent judgment
in making those decisions and is not c ontrolle d by the other directors, officers , or corporate entities

. In fact, McLamb explained that , as a Certified Public Accountant (―CPA‖ ) with38 significant experience working under Delaware corporate law, he occupies an important role on the board , providing
―as surance that [the] company will operate within the laws and proper corpor ate governance of Delaware,‖ ―looking out for the best inter est of the shareholders ‖ as an independent director, and ensuring that the board‘s decisions ―are
reasonable in natu re and make good business sense.‖ (App.
at 785

. ) Such evidenc e , credited by the District Court, is enough to support the finding that the board engages in
substantive decision

- making during its meetings in Wilmington. See Anderson , 470 U.S. at 573

- 74 (holding that a court of appeals may not reverse a district court‘s factual finding if that court‘s ―account of the evidence is plausible in light of the record viewed in its entirety‖). 20

20 Our concurring colleague disagrees, and says that ―[t]he record does not support‖ the District Court‘s finding. (Concurring Op. at 6.) Rather, in his view, there is ―no
doubt‖ that any direction, control, or coordination exercised by GSK Holdings‘ board must have ―been in line with the wishes of Heslop.‖ ( Id. ) While our colleague is free to harbor his doubts, we are bound to a standard of review that does not permit us ― to con duct a de novo review of the
evidence .‖ Newark Branch, N.A .A.C.P. v. City of Bayonne

, 134 F.3d 113, 120 (3d Cir. 1998) (internal quotation marks omitted). Under Rule 52 of the Federal Rules of Civil Procedure, ―[f]indings of fact, whether based on oral o r other evidence, must not be set aside unless clearly erroneous.‖ Fed. R. Civ. P. 52(a)(6). The District Court considered the evidence, including statements by the board members, all of whom said they exercised independent judgment at board meetings and that the resolutions they adopted were not preordained. The District Court thus had a reasonable basis39 Finally

, despite Plaintiffs‘ insistence to the contrary,
Hertz actually re inforces the District Court‘s conclusion that, in light of those factual findings, GSK Holdings‘ nerve center is in Wilmington. Even while cautioning courts to identify a corporation‘s actual cente r of direction and control, Hertz ―place[d] primary weight upon the need for judicial administration of a jurisdictional statute to remain as simple as possible.‖ 130 S. Ct. at 1186. The Supreme Court recognized that adopting the ―nerve center‖ test would not resolve every ambiguity, and tha t ―there will be har d cases.‖
Id. at 1194. In fact, the Court specifically observed that

, ―in this era of telecommuting, some corporations may divide their command and coordinating functions among officers who work at several different locations, perhaps communicating

over the Internet.‖ Id. Rather than requiring court s facing
such situations to weigh those different functions, Hertz
reminded us that the ― nerve center ‖ test ―points courts in a single direction, towards the center of overall direction, control, and coordina t ion. ‖ Id.

on which to draw a factual conclusion about who was making decisions for GSK Holdings and where they were doing it. We are not at liberty to substitut e our own reading of the facts when, as here, there is evidence directly supporting the District Court‘s finding. See McCann , 458 F.3d at 268 (―[O]ur sole function is to review the record to determine whether the findings of the District Court were clearl y erroneous, i.e., whether we are left with a definite and firm conviction that a mistake has been committed.‖ (internal quotation marks omitted)).40 Here, it is clear that people in both Philadelphia and
London contribute to GSK Holdings‘ operations. From London, George Brown prepares the financial documents reviewed during board meetings, Helen Jones oversees complex tax matters, Sarah

- Jane Chilver

- Stainer facilitates certain investments, an d Julian Heslop‘s staff provide overall strategic guidance . From Philadelphia, Jan Lyons prepares
GSK Holdings‘ tax return and provides tax advice, Audrey Klijian facilitate s other investments and pa yments

, and Michael Corrigan prepares for board meetings and carries out
actions on GSK Holdings‘ behalf

. Faced with this situation, we ―do not have to try to weigh ‖ those various corporat e functions to determine GSK Holdings‘ principal place of business, but rather should look ―towards the center of overall direction, control, and coordination.‖ Id. All of the functions
described above are intended to inform or facilitate the
decisions of GSK Holdings‘ board of directors , which has the sole authority to adopt binding resolutions affecting the corporation‘s investments

. Thus, the ―single direction‖ in
which the nerve center test points is toward the location of
those decisions. As the District Court ably concluded from the evidence, that location is in Wilmington, Delaware. 21

21 In so concluding, we are not, as our concurring colleague implies, carving out a holding

- compan y exception

to Hertz . Rather, we are faithfully applying Hertz ‘s instruction to identify ―the actual center of direction, control, and coordination‖ of a corporation. 130 S. Ct. at 1192. To do so, we first have to acknowledge the nature of the corporati on‘s activities, as it is difficult to locate a corporation‘s brain without first identifying its body. In this case, GSK Holdings‘ sole function is to hold assets. Therefore, the question under Hertz is where that activity is41 controlled and directed. W hen, as here, the evidence suggests that the board of directors actually controlled that activity, we
do not think that Hertz requires us to ignore that fact and look instead to the location of certain corporate officers. Moreover, even if we were to look to GSK Holdings‘ officers (three of whom are also the members of the board of directors), the conclusion regarding the company‘s nerve center is not as clear as our colleague suggests. GSK Holdings has two officers in London, two in Philadelphia, and

two in Wilmington, and each performs different functions. If we were to weigh those functions, we might agree that some of the most important work is performed in London, but that involves the type of balancing that Hertz eschews, and, in any event, it is no t necessary when the facts, as found by the District Court, suggest that this particular corporation did not
vest the relevant decision

- making in its officers.

Our conclusion on this record does not mean that the location of board meetings will always dete rmine a holding company‘s citize nship. If a holding company‘s officers, not its directors, actually control the company ‘s core activities, or if the company‘s board make s decisions i n one location and simply ratifies them in a nother , the holding company i s unlikely to be a citizen of a state simply because that is where it holds its board meetings. Here, however, the record supports the conclusion that

, although an array of support services were provided from different locations, the board
controlled the company‘s core activities through decision

making at board meetings located in Delaware . In such an instance, Hertz encourages rather than discourages our
look ing to the location of t he board meetings as the center of
direction and control.42 3. Jurisdictional Manipulation

Having concl uded that GSK Holdin gs‘ nerve center is in Delaware, we now turn briefly to Plaintiffs‘ contention that that outcome is impermissible under Hertz because it would condone jurisdictiona l manipulation. Hertz cautioned that

, ―if the record reveals attempts at [jurisdictional] manipulation

... [,] the courts should instead take as the  ̳nerve center‘ the place of actual direction, control, and coordination, in the absence of such manipulation. ‖ Id. at 1195. Plaintiffs argue that there is evidence of j urisdictional manipulation here and that we should not encourage that manipulation by concluding that GSK Holdings is a Delaware citizen. Specifically, they note that GSK Holdings altered its by laws and sought to amend government documents associating it with a Philadelphia address. They allege that GSK Holdings made those post

- discovery alterations to ―bolster [its] contention ... that [its] principal pla ce of business is in Wilmington ‖ (Appellan ts‘ Opening Br. at 46 (quoting
Brewer , 774 F. Supp. 2d at 731 ) ) , and thus facilitate its removal of ―hundreds of personal injury cases‖ that previously were in Pennsylvan ia state court ( id. at 45).
Brewer agreed, commenting that the post

- discovery alterat ion ―smacks of jurisdictional manipulation.‖ 22 774 F. Supp. 2d at
730.

22 B rewer was careful to explain that it did not consider
the transition from SmithKline Beecham to GSK LLC to itself be an attempt at jurisdictional manipulation, noting that

― [GSK] LLC was formed to accomplish a legitimate business purpose and not to manipul ate jurisdiction for litigation purposes.‖ 774 F. Supp. 2d at 730. Plaintiffs conceded that point at oral argument, but they suggest that GSK Holdings43 T he record , however, squarely contradicts that
contention. Although Defendants concede that

, until recently

, GSK Holdings‘ by laws indicated that its headquarters and board meetings we re in Philadelphia, as did a number of summaries of government contracts produced by go vernment agencies, Defendants also presented uncontested evidence

t hat those documents were inaccurate , and thus they could not
have affected GSK Holdings‘ principal pla ce of business

. See
Hertz , 130 S. Ct. at 115 (rejecting the notion that ―the mere filing of a form ... listing a corporatio n‘s  ̳principal executive offices‘ would, without more, be sufficient proof to establish a corporation‘s  ̳nerve center‘‖); Mennen Co. v . Atlantic Mut.
Ins. Co. , 147 F.3d 287, 293

- 94 (3d Cir. 1998) (rejecting representations of a company‘s principal place of business that ―run contrary to the empirical facts with which the jurisdictional inquiry is concerned‖). Adjusting those
documents t o reflect the reality of GSK Holdings‘ operations
therefore did not affect jurisdiction , much less ―manipulate‖ it improperly. Furthermore , although Plaintiffs express concern
that GSK Holdings could easily manipulate jurisdiction by changing the location of its board meetings, they do not allege that that actually occurred here . Had GSK Holdings moved its board meetings in anticipation of litigation, the analysis of
this i ssue could very well be different , b ut GSK Holdings‘ board has been meeting in Wilm ington since 2001. There is simply no evidence of jurisdictional manipulation, and the District Court properly concluded that GSK Holdings ‘

may have located its meetings in Delaware to gain a jurisdictional benefit. They presented no evidence of such an intent, however, and that suggestion is belied by the fact that GSK Holdings began holding its board meetings in Delaware long before GSK LLC was formed.44 principal place of business has consistently been in Delaware

. The conclusion thus remains that, as GSK Holdings i s GSK LLC‘s sole member, neither of the GSK Defendants is a Pennsylvania citizen. 23

B. Citizenship of the Remaining Defendants

Plaintiffs‘ fall

- back argument is that SmithKline
Beecham and Avantor Performance Materials are Pennsylvania citizens, which, if true, would defeat diversity

23 Our concurring colleague worries about manipulation in future cases, expressing conce rn that our approach ―will encourage parties to shift the location or formal authority of their corporate boards in order to create citizenship where those board meetings are held.‖ (Concurring Op. at 8 .) We repeat, however, that evidence of manipulation

– which is entirely lacking here

– may well alter the calculus. If there is such evidence, Hertz authorizes courts to disregard the attempts at manipulation, so the expressed concern is inordinate. Of much greater concern would be a rule in keeping with our colleague‘s focus on the location of strategic decision

- making, as it would risk disregarding the distinctions among the various corporate entities that often comprise large business enterprises. Julian Heslop‘s team in London likely made strategic d ecisions that guided the activities of all of the corporations in the GSK group. Under our colleague‘s approach, London could therefore be considered the ―brain‖ of each and every GSK

related corporation, thus defining all of their citizenships.
Such an outcome would disregard our rule that parent and subsidiary corporations retain separate corporate identities. See Quaker State , 461 F.2d at 1142.45 jurisdiction even though the GSK Defendants are citizens of
Delaware. See 28 U.S.C. § 1332(a)(1) (requiring complete diversity). They contend that

, although SmithKline Beecham converted to GSK LLC and dissolved as a Pennsy lvania entity, Pennsylvania law preserves its citizenship for diversi ty jurisdiction purposes. As for Avantor, Plaintiffs concede that the corporation officially moved its operations from New Jersey to Pennsylvania five days after Defendants removed
this action, but they suggest that Avantor‘s leadership may have already been operating from Pennsylvania at the time of
removal. The District C ourt disagreed on both counts, finding that Avantor‘s headquarters moved at the same time as the rest of its operati ons, Johnson , 853 F. Supp. 2d at 496,

a nd concluding that SmithKline Beecham‘s preserved citizenship is irrelevan t because it is a nominal pa rty that
lacks a ―real interest in the litigation, ‖ id. (internal quotation marks omitted)

. 24 We see no reason to d isturb those rulings

.

1. SmithKline Beecham

―[T] he  ̳citizens‘ upon whose diversity a plaintiff grounds jurisdiction must be real and substantial parties to the

24 The District Court did not specifically address SmithKline Beecham‘s citizenship in it s discussion of diversity jurisdiction, but Plaintiffs raised SmithKline‘s citizenship as a basis for remand, and the Court analyzed whether the company retained an interest in the litigation before denying Plaintiffs‘ request. Johnson , 853 F. Supp. 2d

at 489, 496

- 97. Therefore, we understand that it declined to treat SmithKline as a Pennsylvania citizen due to its conclusion that the company was not a ―real party in interest‖ to the controversy. Id. at 497.46 controversy.‖ Navarro Savings Ass’n v. Lee , 446 U.S. 458, 460 (1980). ― Thus, a federal co urt must disregard nominal or formal parties,‖ id. at 461, and can base its jurisdiction only upon the citizenship of parties with ―a real interest in the litigation,‖ Bumberger v. Ins. Co. of N. Am. , 952 F.2d 764, 767 (3d Cir. 1991).

Plainti ffs are co rrect that , generally speaking, Pennsylvania law preserves for a limited time a dissolved corporation ‘s in terest in litigation against it . The Pennsylvania code provides that, ―[e]very business corporation that is dissolved ... shall, nevertheless, continue to exist for the purpose of ... prosecuting and defending actions or proceedings by or against it ... .‖ 15 Pa. Cons

. Stat. Ann. § 1978. It also ensures that the dissolution of a corporation does ―not eliminate nor impair any remedy available to or against‖ it for a period of two years. Id. § 1979. We have held that when such a state statute renders a dissolved corporation ―sufficiently alive to sue,‖ the corporation also retains its citizenship for purposes of diversity jurisdiction. Stentor Elec. Mfg. C o. v. Klaxon Co.

, 115 F.2d 268, 271 (3d Cir. 1940), rev’d on other grounds

, 313 U.S. 487 (1941) ; see also Ripalda v. Am

. Operations Corp. , 977 F.2d 1464, 1468 (D.C. Cir. 1992) (―[A] state statute extending the life of a dissolved corporation for the

purpos e of being sued also preserves the corporation as a citizen of the state of incorporation for the purpose of determining diversity of citizenship.‖)

. Accordingly,
SmithK line Beecham‘s dissolution as a Pennsylvania corporation did not, standing alone, dest roy its Pennsylvania citizenship or the import of that citizenship

. 25

25 SmithKline dissolved on October 27, 200 9, not quite47 But Smith Kline Beecham did not simply dissolve

– i t ―domesticated itself under the laws of another ju risdiction,‖
15 Pa. Cons. St at. Ann. § 1980, becoming a Delaware corporation and th en converting to a Delaware limited liability company. See Del. Code Ann. tit. 8, § 265 (regarding conversion of a foreign entity into a Delaware corporation); id. tit. 6, § 18

- 214 (regarding conversion of a Delaware corporation into a Delaware LLC). Tha t company

– G SK LLC

– has stepped into SmithKline Beecham‘ s shoes,
and , under Delaware law, all of SmithKline Beecham‘s ―debts, liabilities and duties‖ now lie with GSK LLC. Id. tit. 6, § 18

- 214(f); id. tit. 8, § 265(f). 26 SmithKline Beecham thus

two years before Plaintiffs filed their complaint. See 15 Pa. Cons. Stat. Ann. § 1979 (preserving remedies against a dissolved company for two years).

26 Those two provisions govern, respectively, the transition from a foreign corporation t o a Delaware corporation, and from a Delaware corporation to a Delaware LLC. Title 8, § 265(f) provides that:
When an other entity has been converted to a corporation of this State pursuant to this section, the corporation of this State shall, for all pur poses of the laws of the State of Delaware, be deemed to be the same entity as the converting other entity. ... [A]ll rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and dutie s of the other entity
that has converted shall remain attached to the corporation of this State to which such other entity has converted, and may be enforced48 has no a ctual interest in the outcome of the litigation , making it a ―nominal party.‖ See Bumberger

, 952 F.2d at 767 (explaining that a ―nominal party‖ is one that lacks ―a real interest in the litigation‖); see also Strotek Corp. v. Air Transp. Ass’n of Am. , 300 F.3d 1129, 1133 (9th Cir. 2002) ( holding that a dissolved entity whose liabilities had been

trans ferred to a different entity is not a real party in interest)

. Therefore, although SmithKline Beecham may technically still be a Pennsylvania citizen, we mus t disregard its citizenship for purposes of establishing diversity jurisdiction. 27

against it to the same extent as if said debts, liabilities and duties had originally been
incurre d or contracted by it in its capacity as a corporation of this State.

Del. Code Ann. tit. 8, § 265(f). The language of Title 6, § 18

- 214(f) is very similar, providing, inter alia , that:

[A]ll debts, liabilities and duties of the other entity that has con verted shall remain attached to the domestic limited liability company to which such other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity
as a domes tic limited liability company

. Del. Code Ann. tit. 6, § 18

- 214(f).

27 For the same reason, SmithKline‘s apparent failure to consent to removal also does not provide a basis for remand. Although removal generally requires ―unanimity among the defendants,‖ that requirement does not extend to nominal parties. Balazik v. Cnty. of Dauphin , 44 F.3d 209,49 2. Avantor Performance Materials

Avantor‘s citizenship also does not provide a basis for
remand. Plaintiffs argue that Defendants, who bear the burden of proo f, have ―not presented any evidence that [Avantor‘s] officers directed, controlled, and coordinated its activities in New Jersey, rather than Pennsylvania, as of the date of removal.‖ (Appellants‘ Opening Br. at 48.) Altho ugh
Plaintiffs concede that the corporation officially moved its operations from New Jersey to Pennsylvania after Defendants removed this action, they suggest that Avanto r‘s leadership may have begun operating from Pennsylvania before
removal . The Distric t Court saw things differently

, finding that Avantor‘s headquarters moved from New Jersey to
Pe nnsylvania at the same time as its rank

- and

- file employees

– ― five days after Defendants removed the case.‖ Johnson

, 853 F. Supp. 2d at 495. Based on that finding, the Court
concluded that

, ― at all relevant times, Avantor was a citizen of New Jersey, not Pennsylvania.‖ Id.

The date when Avantor‘s officers began controlling the company from Pennsylvania is purely a question of fact, and we therefore review the District Court‘s determinati on for
clear error. McCann , 458 F.3d at 286. The Court based its finding on two affidavits from Avantor‘s general counsel, an internal company memorandum, and a newspaper report, each
of which indicates that the entire company move d into its new

213 (3d Cir. 1995); see also 28 U.S.C. § 1446(b)(2)(A) (requiring that ― all defendants who have been properly joined and served must joi n in or consent to the removal of the action‖)

.50 Pennsylv ania headquarters on September 19, 2011 , after the
case was removed

. In response, Plaintiffs point to evidence
that a n umber of cor porate documents listed Avantor‘s Pennsylvania address prior to removal, and the fact that its CEO gave an interview from th e new headquarters two days before the move (which, notably, is still after the date of removal). As the District Court explained, however, none of
that evidence contradicts Avantor‘s account of the actual

move, Johnson , 853 F. Supp. 2d at 495, and we can not say that the Court‘s finding was clearly erroneous. Given its view
of the facts , the District Court was corr ect to conclude that
Avantor‘s nerve center was in New Jersey at all times relevant to this litigation , as its New Jersey headquarters was
its actual center of direction and control at the time the complaint was filed and at the time of removal.

IV

. Conclusion

The District Court rightly held that GSK LLC and
GSK Holdings are both citizens of Delaware, that SmithKline Beecham is a nominal part y, and that Avantor was a citiz en of New Jersey at the time this case was removed. As n one of
those Defendants wa s , at the time of removal, a citizen of a state where Plaintiffs are citizens , the parties satisfy the diversity of citizenship requirement of 28 U.S.C. § 1332. The
District Court thus had original j urisdiction over the matter, making removal proper, 28 U.S.C. § 1441(a), and we must
affirm the order denying Plaintiffs‘ motion for remand.51 Glenda Johnson, et al. v. SmithKline Beecham Corp., et al.,

No s

. 12

- 2561/2/3/4/5

AMBRO

, Circuit Judge

, concurring in part and concurring in the judgment

I agree with my colleagues that the District Court properly denied Plaintiff s ‘ motion to remand this case to state

court . Defendants have met their burden of demonstrating that complete diversity exists between the opposing parties. Plaintiff s are citizens of Louisiana and Pennsylvania. Their arguments that Defendant s

— including Glax oSmithKline Holding s (― GSK Holdings ‖ or ―Holdings‖ ) and GlaxoSmithKline LLC (― GSK LLC ‖)

— are also citizens of Pennsylvani a I find wanting for the reasons set out in Judge Jordan‘s comprehensive and well

- crafted opinion . As that opinion notes, the citizenship of GSK LLC depen ds on the citizenship of its sole member, 28 GSK Holdings, which is

28 It is undisputed that GSK LLC is headquartered in

Pennsylvania, where it operates its pharmaceutical business,

and would not be diverse from Plaintiffs if it w ere deemed a

citizen of its principal place of business. Thus our case is

made more co mplicated by the doctrinal rule that

unincorporated entities are treated like partnerships, instead

of corporations, for diversity purposes. Carden v. Akroma52 Assocs. , 494 U.S. 185 (1990); Zambelli Fireworks Mfg. Co. v.

Wood , 592 F.3d 412 (3d Cir. 2010). This test has been

widely criticized. See, e.g. , Christine M. Kailus, Note,

Diversity Jurisdiction and Unincorporated Businesses:

Collapsing the Doctrinal Wall , 2007 U. Ill. L. Rev. 1543;

Debra R. Cohen, Limited Liability Company Citizenship:

Reconsiderin g an Illogical and Inconsistent Choice , 90 Marq.

L. Rev. 269 (2006); Robert J. Tribeck, Cracking the

Doctrinal Wall of Chapman v. Barney : A New Diversity Test

for Limited Partnerships and Limited Liability Companies , 5

Wid e ner J. Pub. L. 89 (1995). Althou gh t his is not the case to

revisit our holding in Zambelli (the issue was not even briefed

and, in any event, Zambelli follows the lead of the Supreme

Court in Carden ) , f

urther understanding in this area may

make the issue more pressing , especially if LLCs continue to

complicate jurisdictional determinations. Perhaps Congress is53 deemed for purposes of diversity jurisdiction a citizen ―of the State or foreign state where it has its principal place of business. ‖ 28 U.S.C. § 1332(c)(1).

I write separately because I cannot agree with the conclusion in Part III.A.2 of th e majority opinion that GSK Holdings‘ principal place of business is Wilmington

, Delawar e , where its b oard of d irectors holds very brief quarterly meetings. T he parties disputed whether Holdings‘ princ ipal place of business was Delaware or Pennsylvania

, and the record is limited by their adherence to this dichotomy.
But I believe that the facts and law point to a third option

, that GSK Holdings‘ principal place of busin ess is the United Kingdom

, where the company‘s s trategic direction is determined

. Although our difference of opinion does not affect the outcome of this case, I believe that my colleagues ‘ conclusion is in tension with Hertz Corp

. v. Friend , 559 U.S. 77, 130 S. Ct. 1181 (2010)

, and , unle ss Hertz is changed or clarified by the Supreme Court, sets an incorrect precedent that will a ffect corporate citizenship rulings in future cases

.

I.

most likely to effect change, as it did under the Class Action

Fairness Act of 2005 , 28 U.S.C. § 1332(d)(10) (―[f]or the

purpose of this section . . . an unincorporated association shall

be deemed to be a citizen of the State where it has its

principal place of business‖).54 In Hertz , the Supreme Court defined a corporation‘s principal place of business under 28 U.S.C. § 1332( c)(1) as ―the place where a corporation‘s officers direct, control, and coordina te the corporation‘s activities, ‖ called its ―nerve center.‖ 130 S. Ct. at 1192 (emphasis added)

. That nerve

center is ― not simply an office where the corporation holds its board meetings (for example, attended by directors and officers who have traveled there for the occasion).‖ Id. While acknowledging this limitation, my colleagues conclude that the loc ation of the board of directors ‘ meetings takes on increased jurisdict ional significance when the entity involved is a holding compan y such as GSK Holdings

. Majority Op. at 34

– 35

. Their analysis has the effect of treating holding corporations differently than operating corporations.

Without clarification from the Supreme Court, I am skeptical that a corporation‘s status as a holding company changes the Hertz analysis. True , holding companies are different from operating companies because they hold and invest assets rather than manufacture, service, or sell. But

w hether a corporation holds or operates tells us little about its

― actual center of direction, control, and coordination

, ‖

m etaphorically called its ―brain ‖ or ―nerve center.‖ Hertz

, 130 S. Ct. at 119 2

– 9 3

. The terms ―hold‖ and ―operate‖ refer

to what a corporati on does with the asset s it owns

, but not necessarily who controls its actions and how extensive those actions may be

. As the Court of Appeals for the First Circuit acknowledged in Taber Partners

, many holding companies are more than lifeless corporate str uctures. They may be quite active in investing or managing their assets

. Taber Partners, I v. Merit Builders, Inc. , 987 F.2d 57, 63

– 64 n.9 (1st Cir. 1993) ( explaining that the holding companies in that

case ― operate out of New York

, ‖ which is the locatio n of their office, employees, bank accounts, working capital accounts, corporate books and records, and board meetings ).
Because holding companies have their own corporate55 operations (though not as extensive as a typical operating company)

, I don‘t see th e need to distinguish holding companies from the operating company addressed in Hertz

. My colleagues cite no case where a court has relied solely on the location of the board of directors ‘ meeting to determine a holding company ‘s principal place of busi ness, nor has my research revealed one. Indeed , in all of the cases I have found

— including all of the cases cited by my colleag u es , s ee Majority Op. at 35 n.19

— district courts have determine d the actual place of control of holding companies by considering the location, responsibility, and functions of corporate officers , just as Hertz requires

. See, e.g.

, Lewis v. Lycoming , No. 11

- 6475, 2012 WL 2422451, at *5

– 6 (E.D. Pa. June 27, 2012) (determining nerve center based on place of review of monthly financia l reports and strategic plans, candidate interviews, and personnel decisions ); Sebastian Holdings, Inc. v. Kugler , No. 08

- 1131, 2012 WL 1190837, at *3 (D. Conn. Mar. 30, 2012) (determining nerve center based

on officer‘s travel schedule, office locations, and me etings with strategic advisors)

. As district courts seem to have had no trouble applying the Hertz test to holding companies, I am unpersuaded by the majority‘s argument that board of directors ‘ meeting s should be considered for the sak e of admini strative simplicity. If simplicity is the goal of a rule, no doubt it is quite simple to rule that a holding company, which holds and invests assets entrusted to it, is a citizen where its directors decree formally what those investment s will be . But for now the test is wh at the brain tells the body to do , and here I do not think that brain is in Delaware

.56 II.

In determining a corporation‘s brain or nerve center, Hertz has us look to where the corporation‘s officers make leadership decisions about the company

. 130 S. Ct. at 1193

. In our case , I believe that is the United Kingdom, where GSK Holdings‘ ―strategic direction and guidance . . . emanate s from.‖ 29 App. at 710. Julian Heslop, GSK Holdings‘ then

highest ranking officer and stationed in the Un ited Kingdom, 30 testified that his staff there produce s the ―strategy
and strategic formulation‖ for the company and ―a nything tha t impinges upon Holdings . . . that relates to strategic formulation.‖ Id. at 710, 715. Similarly, ― i nvestment decisions for GSK Holdings

, ‖ a principal activity of a holding

company , are made under the direction of its officer Sara

Jane Chilver

- Stainer, who is also based in t he U .K

. Id. at 684.

29 Like my colleagues, I am concerned solely with

GSK Holdings‘ principal place of business and not the nerve

center of its parent or subsidiary companies. We hav e no

reason to disregard Holdings‘ separate corporate identity.

Quaker State Dying & Finishing Co. v. ITT Terryphone

Corp. , 461 F.2d 1140 (3d Cir. 1972).

30 Heslop retired prior to this case‘s removal, but the57 In contrast, relatively little is done in Delaware at GSK Holdings ‘ perfunctory quarterly board meetings , which last from 15 to 3 0 minutes

. Id. at 686. Two of the directors, Heslop and Michael Corrigan, often participate by phone from their offices outside of Delaware. Id. at 695, 823. When he did attend in person, Hes l op spent on ly enough time in Wilmington to attend Holdings‘ short B oard meeting. Id

. at 969. Often only the third director, Donald Mc L amb, a Wilmington Trust Services employee who is a director for do zens of other companies and spends less than ten hours per
year o n GSK Holdings , is present in Delaware. Id . at 756

– 57; 761

– 6 2

. Board meetings consist primarily of three tasks: (1) approving or correcting mi nutes from the previous meeting; (2) reviewing the company‘s financial statements; and (3) addressing other nec essary business

, such as authorizing agents to act on GSK Holdings‘ behalf, approving dividend payments, or occasionally restructuring the company‘s holdings. Id

. at 709

– 10

. O nly the last task could be considered a form of direction, control, or coordina tion , and no doubt it has bee n in line with the wishes of He s l op ( and

now his successor ), whose team in the U .K. determine s the strategy for the company.

I do not agree with my colleagues that the record supports the ir conclusion that the Board actu ally serves as the ―brain‖ of GSK Holdings. The District Court

— whose ―ruling

parties proceeded on a record produced befor e his retirement

,

and there is no evidence that GSK Holdings‘ corporate

structure or activities changed after his departure. See

Majority Op. at 10 n.7.58 as to jurisdiction turn[ed] largely on the differences between a  ̳holding compa ny‘ and an  ̳operating company‘ ‖

— found that ―Holdings‘[] three Directors require no more than four 1 5

- to 30

- minute Board meetings a year to manage Holdings‘[]
affairs ‖ and ―the B oard

. . . controls all Holdings‘ [] actions . . . in Wilmington.‖ Johnson v. SmithKline Beecham Corp.

, 853 F. Supp. 2d 487, 491

– 92 (E.D. Pa. 2012)

. My colleagues

u phold this finding, explaining that ―relatively short

, quarterly board meetings may well be all that is required to direct and control the company‘s limited work.‖ Majority Op. at 3 5

. The record does not support that conclusion. The District Court relie d on Heslop ‘s test imony that the ― Board makes those‖ decisions ― that actuall y control the activities of GSK Holdings ‖ as well as the testimony of all three directors that Holdings cannot take ―new, unauthorized‖ actions without Board approval. App. at 70 7

– 0 8

, 786

, 8 23. As Heslop rightly explains, this is ―very much t raditional corporate

governance , ‖ i d

. at 708 , and could, it seems to me , be said of every corporation. A board of directors usually has the authority to make decisions that govern the corporation, but that authority is not the same as actual control; if it were, the nerve center test would always point to the location of the board of directors‘ meetings, contrary to what Hertz requires.

Moreover, these general statements of authority do not

squ are with the scope of the activities of GS K Holdings. It ―holds financial assets and liabilities‖ that include GSK LLC (a multi

- billion dollar company and the GlaxoSmithKline family group‘s primary pharmaceutical business in the United States). Id

. at 59 3

, 672. It has held ―more than $10 billion of
intra

- [GSK] group debt,‖ serves as the ―lead American company‖ for U.S. tax purposes, and ―has litigated over its rights and obligations.‖ Id. at 593 , 688

– 89

. T here is no evidence that any actual analysis p resaging GSK Holdings‘ major actions on these issues

— such as the conversion of SmithKline Beecham to GSK LLC or Holdings‘ tax

,59 investing, and litigation strateg ies

— occurred

, or could occur

, during short board meetings held in Delaware. Id. at 709

– 10.
Ins tead, the evidence shows that the actual oversight and control of these strategic decisions occur in the United Kingdom

, and only later are made formal by Board vote

.

Thus I cannot agree with my colleagues that 15

- to 30

- minute meeting s in Delaware

— whe re two of the directors in effect drive by or attend by phone while the other director

serv ices myriad other holding companies in Delaware and tends to GSK Holdings for

, at most, a few hours each year

— establish that Holdings‘ nerve center is in the state w here those meetings are held . This is especially so when Heslop himself tells us that strategic dec isions govern ing Holdings

are made in the United Kingdom.

I worry that my colleagues‘ approach will encourage parties to shift the location or formal aut hority of their corporate boards in order to create citizenship where those board meetings are held. My colleagues rightly state that

courts have a responsibility to look past efforts at jurisdictional mani pulation, but I think we likewise have a responsi bility to avoid incentivizing manipulation that would require that inquiry

. A holding company should be treated like any other company under the Hertz test, looking for the ―center of overall direction, control, and coordination‖ of the corporation, and ― not simply an office where the corporation holds its board meetings.‖ Hertz , 130 S. Ct. at 1192, 1194.

I n light of this clear language, I believe the location of board of directors ‘ meetings should only be deemed the nerve

center of a corporation when evidence is absent that its actual guidance, supervision, and management

— by its officers

— occurs elsewhere. That absence is not the case here. O fficers of GSK Holdings in the United Kingdom make the calls later60 formalized by its board of directors in Del aware

. Under Hertz , i ts brain is thus located in the U .K.

* * * * *

My colleagues have done a masterful job in addressing the parties‘ arguments that GSK Holdings‘ principal place of business is either in Pennsylvania or Delaware. But the United Kingdom is also in play

, and here critically so. My colleagues‘ rationalization of sparse facts is

, in effect , that holding companies are different than operating companies for the purpose of the nerve center test

. For them, thi s holds true

un til the Supreme C ourt tells us otherwise; for me the nerve center test applies uniformly to all companies until the Supreme Court tells us otherwise. For these reasons, I respectfully concur in the majority‘s judgment and in its opinion except for Part II I.A.2.