The C-Suite Is Not a Jurisdictional Catchall: Court of Chancery Clarifies Delaware’s Officer-Consent Statute

Corporate titles have proliferated. Delaware’s officer-consent statute has not. In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch. Aug. 21, 2026), Vice Chancellor J. Travis Laster held that the Delaware Court of Chancery lacked personal jurisdiction over a Utah-based chief strategy officer accused of breaching his fiduciary duties. While Delaware’s Officer Consent Statute, 10 Del. C. § 3114(b), can reach an executive whose title differs from the senior-officer roles listed in the statute—“president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasure or chief accounting officer”—that extended reach will occur only where the executive’s responsibilities functionally equate to or significantly overlap with one of those roles. Altigen’s allegations established that the defendant, Ryan Day, was a senior executive with operational responsibilities, but they did not establish that he functioned as the company’s president, chief executive officer, chief operating officer, or another officer covered by the statute.

The decision is a reminder that a “Chief” title, formal officer status, and fiduciary duties do not automatically establish consent to personal jurisdiction in Delaware. It also identifies steps corporations can take to clarify which of its senior employees may be hauled into a Delaware-based dispute.

A Post-Closing Dispute Moves From Utah to Delaware

In 2022, Altigen Communications, Inc. acquired the assets of Intermountain Technology Group, LLC, which operated as ZAACT. Day founded ZAACT and served as its CEO. Under the asset purchase agreement, he represented that he was unaware of circumstances reasonably expected to cause a material customer to terminate or materially change its relationship with ZAACT. Altigen could seek indemnification for a breach of that representation and offset resulting losses against Day’s deferred consideration.

The parties expected Day to join Altigen after closing as its Chief Strategy Officer. A pre-closing email from Altigen’s CEO gave Day responsibility for “Strategic Customers” and contemplated three meetings every week with the CEO. Day’s employment agreement stated more generally that he would perform the duties incident to the position and other responsibilities assigned by the company’s president.

Altigen later alleged that, between signing and closing, Day learned that three material customers planned to reduce and eventually terminate their relationships with ZAACT. According to the complaint, Day did not disclose that information before closing or after he became Chief Strategy Officer, and ZAACT’s financial performance declined as the customers reduced their business.

Day and ZAACT later sued Altigen in Utah over the asset purchase agreement. Altigen discovered evidence concerning the customers but did not amend its counterclaims before the deadline. It instead filed a separate Court of Chancery action for breach of fiduciary duty. Day moved to dismiss on four grounds. The court addressed personal jurisdiction and did not reach the other grounds.

Section 3114(b) Reaches Functions, Not Every C-Suite Title

Delaware’s personal-jurisdiction analysis has two steps. A plaintiff must first identify a valid method for serving process and then establish that exercising jurisdiction comports with due process. Altigen relied on Section 3114(b), Delaware’s officer-consent statute, and the state’s long-arm statute. The Court of Chancery concluded that neither authorized service, so it did not reach the constitutional inquiry.

Section 3114(b) provides three paths for treating a person as an officer who has consented to service in Delaware. The person must have: (1) served as president, CEO, COO, CFO, chief legal officer, controller, treasurer, or chief accounting officer; (2) been identified in the corporation’s SEC filings as one of its most highly compensated executive officers; or (3) agreed in writing to be treated as an officer for purposes of the statute. Altigen relied only on the first path, known as the Roles Clause.

After reviewing the briefs, the court sua sponte directed the parties to address Harris v. Harris, 289 A.3d 310 (Del. Ch. 2023), which governs de facto officer status under Section 3114(b).

Under Harris, the Roles Clause does not turn mechanically on title. An executive who performs the function of an enumerated officer cannot avoid the statute by using a different title. The top executive who goes by “Grand Poobah” is still the CEO for purposes of the statute. The functional approach also can accommodate shared or divided roles if the plaintiff makes the necessary evidentiary showing.

But functional analysis does not make Section 3114(b) a catchall for the entire C-suite. The statute identifies three roles with whole-company responsibility, plus four finance roles, and the chief legal officer. It does not automatically reach other modern executive titles that may sit at similar levels on an organizational chart. To bring a differently titled position within the statute, the plaintiff must show that its responsibilities functionally equate to or significantly overlap with an enumerated role. The General Assembly could have covered all formal officers, the court observed, but “[w]e have the statute we have.”

For the same reason, neither Day’s title nor his alleged fiduciary status resolved the jurisdictional question. Officer status under the Delaware General Corporation Law can be broader than the officer definition in Section 3114(b), and fiduciary status is not limited to statutory officers. An individual therefore may owe fiduciary duties without having consented to jurisdiction under the officer-consent statute.

Altigen Did Not Establish Functional Equivalence

The complaint alleged that Day managed significant customer relationships, was expected to meet regularly with the CEO, cultivated customers in key markets, and had responsibilities involving talent acquisition and employee development. Those allegations supported an inference that Day was a senior employee with operational authority. They did not show that he performed the company-wide functions of a president, CEO, or COO, or that his duties significantly overlapped with one of those roles.

The procedural posture mattered. Once Day moved under Rule 12(b)(2), Altigen bore an evidentiary burden to make a prima facie showing of personal jurisdiction. A verified complaint can serve as an affidavit, but its jurisdictional allegations still must be sufficient. Altigen did not submit an affidavit describing Day’s actual authority, the company’s organizational structure, the responsibilities of its enumerated officers, or how Day’s role corresponded to one of them. Altigen’s argument that Day’s work was important to company operations did not supply the missing evidence.

The long-arm statute provided no alternative. The Court of Chancery held that accepting a position with a Delaware corporation, without a Delaware-directed act, is not enough.

The court also denied jurisdictional discovery and leave to replead. Unlike the typical case in which relevant facts are controlled by the defendant, Altigen already possessed information about its own organizational structure and Day’s duties. It could have included that information in its verified complaint or amended after Day put jurisdiction at issue, but it did neither.

Delaware’s Chartering Authority Has Limits

Vice Chancellor Laster also addressed Altigen’s policy argument. Delaware’s chartering authority supports deemed-consent jurisdiction over directors and senior officers who act as the “corporate organs” of the entity. Altigen urged that Delaware also has an interest in providing a forum for claims involving fiduciaries that serve Delaware entities. But Vice Chancellor Laster reasoned that Delaware’s public policy can be found in the statute. The General Assembly defined the roles covered by Section 3114(b), and a court cannot broaden the statute merely because a dispute involves an alleged fiduciary.

Corporations also have contractual tools to avoid uncertainty. Altigen could have obtained Day’s written consent under Section 3114(b)(3) or selected Delaware in a mandatory forum provision. Instead, Day’s employment agreement and the asset purchase agreement both included forum selection clauses pointing to jurisdictions other than Delaware. The Court of Chancery concluded that Altigen had to live with those choices.

Practical Takeaways

• Map duties, not titles. When jurisdiction may depend on Section 3114(b)(1), parties should identify who actually performs each enumerated function. Reporting lines, delegations of authority, organizational charts, job descriptions, and the responsibilities of other senior executives may all matter. A generalized allegation that an executive’s work was important to the business is unlikely to establish functional equivalence.
• Use the written-consent option. Section 3114(b)(3) permits a person to agree in writing to be treated as an officer for purposes of the statute. A corporation that expects a non-enumerated senior executive in Delaware to answer for claims arising from the executive’s service should consider addressing that issue expressly in the employment agreement or another written instrument.
• Consider aligning governing-law and forum provisions where desired. A Delaware choice-of-law clause does not establish Delaware jurisdiction.
• Meet the evidentiary burden. A corporation filing in Delaware should plead specific facts showing how a non-enumerated executive’s authority maps onto a listed statutory role and should support those allegations with evidence when jurisdiction is challenged. A plaintiff that controls the relevant information should not assume it will receive jurisdictional discovery or another opportunity to plead.
• Mind the entity type. Managers and officers of Delaware LLCs remain subject to the “material participation” standard of 6 Del. C. § 18-109, which the Court of Chancery noted sweeps more broadly than anything in Section 3114(b). The corporate statute is the narrower one.

To read the full opinion, click here.

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