Chancery Distinguishes Between Corporate and LLC Executive Roles as Basis for Personal Jurisdiction

This post is by Aimee M. Czachorowski, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith LLP.

In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch., August 21, 2026), the Court of Chancery provided an in-depth explanation of the basis for imposing personal jurisdiction pursuant to the Delaware Corporate Officer-Consent Statute, 10 Del C.  § 3114(b), compared to the LLC Act under 6 Del. C. § 18-109. In noting the difference between the two statutes, the Court, sua sponte, directed the parties to address the precedent concerning de facto officer status under Section 3114(b) as discussed in Harris v. Harris, 289 A.3d 310 (Del. Ch. 2023).

Ultimately, the Court determined that the plaintiff failed to establish personal jurisdiction over the corporate officer under the Delaware Officer Consent Statute, 10 Del. C.  § 3114(b), because the title of “Chief Strategy Officer” was neither listed as a type of officer over which personal jurisdiction is conferred under §3114(b), nor was there any evidence that the activities performed by the Chief Strategy Officer made him a de facto officer.

The scholarly analysis includes the history and reasoning behind the expansion of Section 3114, compared to the LLC context, and every Chancery practitioner should be familiar with this decision.