Macron v. Owens

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE EMMANUEL MACRON, ) and BRIGITTE MACRON, ) ) Plaintiffs, ) ) v. ) C.A. No. N25C-07-194 SKR ) ) CANDACE OWENS, ) CANDACE OWENS LLC, ) and GEORGETOM, INC., ) ) Defendants. ) Submitted: July 27, 2026 Decided: October 27, 2026 Upon Consideration of Defendants’ Motion to Dismiss or to Strike the Amended Complaint: GRANTED-in-part, DENIED-in-part Brian E. Farnan, Esquire, Michal J. Farnan, Esquire, FARNAN LLP, Wilmington, DE, Thomas A. Clare, Esquire, Elizabeth M. Locke, Esquire, Kathryn G. Humphrey, Esquire, Megan McGuiggan, Esquire, Guillermo P. Warnisher, CLARE LOCKE LLP, Alexandria, VA, Attorneys for Plaintiffs. Chad M. Shandler, Esquire, Katharine L. Mowery, Esquire, RICHARDS, LAYTON & FINGER, P.A., Wilmington, DE, Noah Balch, Esquire, NOAH BALCH LAW P.C., Santa Monica, CA, Daniel A. Horwitz, Esquire, HORWITZ LAW, PLLC, Nashville, TN, Attorneys for Defendants. MEMORANDUM OPINION AND ORDER RENNIE, J.  I. INTRODUCTION This case presents a modern conflict where international public standing intersects with digital-age media distribution and state corporate privileges. Plaintiffs Emmanuel Macron and Brigitte Macron, the President and First Lady of France, bring this action seeking redress for an alleged global defamation campaign. They assert that Defendant Candace Owens, a prominent American political commentator, utilized her media platform to originate and disseminate highly damaging, false assertions concerning the First Lady’s identity, the nature of the Plaintiffs’ marriage, and a purported criminal cover-up. To execute, distribute, and monetize this broadcast content, Ms. Owens operates through a coordinated business enterprise consisting of co-Defendants Candace Owens LLC and Georgetom, Inc. Although these entities are organized and incorporated under the laws of Delaware, the entire enterprise is physically headquartered in, and operated from, Ms. Owens’ private domicile in Nashville, Tennessee. Defendants collectively move to dismiss and strike the Amended Complaint on multiple procedural and substantive grounds, requiring the Court to untangle three fundamental issues. First, Ms. Owens moves to dismiss the claims raised against her in her individual capacity under Superior Court Civil Rule 12(b)(2), presenting the question of whether Delaware entity consent statutes provide a 2 sufficient jurisdictional hook to hold an out-of-state content creator personally accountable for a tort alleged to be localized within the state by virtue of their authority within a corporation or LLC. Second, the corporate Defendants move for dismissal under Rule 12(b)(3) on the grounds of forum non conveniens, testing whether a Delaware corporate citizen may escape its chosen home forum on convenience grounds. Third, Defendants move for a global dismissal under Rule 12(b)(6) via Delaware’s borrowing statute, requiring a determination as to which sovereign nation holds the ultimate regulatory interest in governing the timeliness of this international dispute, while concurrently moving to strike the complaint under Rule 12(f) for procedural noncompliance. For the reasons set forth below, the Court finds that it lacks personal jurisdiction over Ms. Owens individually. As a threshold matter, Plaintiffs did not attempt service under the applicable consent statutes, a fatal procedural defect that independently bars the exercise of statutory jurisdiction. Further, even if service had been attempted, Ms. Owens’ nominal status as a manager of a Delaware LLC is constitutionally insufficient to establish minimum contacts for an out-of-state tort claim. Plaintiffs fail to properly allege the statutory requirements of either the Delaware Corporate Consent Statute or the Delaware Long-Arm Statute. However, because the remaining entity Defendants are incorporated in Delaware and have failed to demonstrate that litigating in this state would impose 3 an overwhelming hardship, their motion to dismiss for forum non conveniens is denied. Additionally, because Plaintiffs’ procedural noncompliance in amending their complaint amounts to a mere technical infraction, Defendants’ motion to strike is denied. Finally, while the Court holds that French law provides the governing statute of limitations for this dispute pursuant to the borrowing statute, a final determination under Rule 12(b)(6) is deferred pending supplemental briefing to clarify which specific French statutory timeline controls. II. BACKGROUND 1 A. The Parties This action is brought by two plaintiffs: Emmanuel Macron and Brigitte Macron (together, the “Macrons” or “Plaintiffs”), the President and First Lady of France, who have been married since 2007.2 There are three defendants in this matter. Defendant Candace Owens (“Ms. Owens”) is a resident and domiciliary of Tennessee who operates as a political commentator, media personality, and content creator. 3 Ms. Owens hosts a podcast titled Candace.4 She previously hosted a talk show—Candace Owens—for the 1 The facts are drawn from the allegations pled in the Amended Complaint. See D.I. 17 (“Am. Compl.”). Under the applicable standard of review, the Court may also draw facts from the parties’ briefing. See D.I. 27 (“Mot.”); D.I. 29 (“Ans. Br.”); D.I. 32 (“Reply Br.”). 2 Am. Compl. ¶¶ 9–10. 3 Id. ¶ 11. 4 Id. 4 media outlet The Daily Wire, until the parties parted ways in March 2024.5 Ms. Owens has submitted a sworn affidavit in this matter (the “Owens Affidavit”).6 Defendant Candace Owens LLC is a Delaware limited liability company headquartered in Nashville, Tennessee, and registered to do business in Delaware.7 Ms. Owens is the sole member and the sole manager of this entity. 8 Plaintiffs allege that Ms. Owens controls the company and that it operates as a pass-through entity on her behalf. 9 As part of Ms. Owens’ broader business enterprise, the company publishes her content through accounts on various social media and podcasting platforms, including Facebook and X (formerly Twitter). 10 Plaintiffs allege that Ms. Owens oversees and directs these publications. 11 Defendant Georgetom, Inc. (“Georgetom”) (together with Ms. Owens and Candace Owens LLC, “Defendants”) is a Delaware corporation likewise headquartered in Nashville, Tennessee, and registered to do business in Delaware.12 Georgetom also forms part of Ms. Owens’ business enterprise by operating her website, CandaceOwens.com, which publishes content created by Ms. Owens.13 5 Id. ¶ 50. 6 See Owens Affidavit (D.I. 16 Ex. 1) (hereinafter “Owens Aff. ¶ __”). 7 Am. Compl. ¶ 12; Owens Aff. ¶ 9. 8 Am. Compl. ¶ 11. 9 Id. ¶ 12. 10 Id. 11 Id. 12 Id. ¶ 13; Owens Aff. ¶ 10. 13 Am. Compl. ¶ 13. 5 The website features an e-commerce digital storefront selling Candace-branded merchandise and a page offering paid subscriptions to the podcast in exchange for monthly or annual contributions.14 Plaintiffs allege that Ms. Owens exercises primary control over the management of Georgetom, including overseeing and directing the publication of content on CandaceOwens.com. 15 B. Factual Background The operative Amended Complaint spans 248 pages and contains 690 paragraphs.16 Accordingly, the Court limits itself to a brief overview of the controversy, focusing principally on allegations relevant to the question of personal jurisdiction. On March 11, 2024, Ms. Owens released an episode of her then-broadcast show titled “INSANE. This is The BIGGEST Political Scandal in Human History,” focusing on a then-ongoing French defamation lawsuit challenging assertions that Mrs. Macron was born a man. 17 Following her dismissal from The Daily Wire on March 22, 2024, Ms. Owens launched her current podcast, Candace, on June 10, 2024. 18 Through this platform— and via guest appearances on independent podcasts—Ms. Owens reiterated her 14 Id. ¶¶ 13, 19. 15 Id. 16 See Am. Compl. 17 Am. Compl. ¶ 53. 18 Id. ¶¶ 59, 61. 6 contentions regarding Mrs. Macron.19 On July 8, 2024, Defendants began promoting and selling merchandise related to these claims. 20 Over the following months, Ms. Owens’ statements regarding the Macrons expanded in scope.21 On December 3, 2024, Plaintiffs emailed Ms. Owens demanding a retraction of her statements (the “December Retraction Demand”).22 Ms. Owens did not respond directly, but on January 10, 2025, Defendants released a Candace episode, and Candace Owens LLC published an X post discussing the demand.23 In a subsequent episode released on January 13, 2025, Ms. Owens discussed the recent death of a French journalist, asserting that the journalist had been investigating the Macrons’ relationship and implying that the Macrons were responsible for her death.24 Defendants formally responded to the December Retraction Demand on January 16, 2025. 25 On January 31, 2025, Defendants commenced an eight-part podcast series on Candace focused entirely on the Plaintiffs, titled Becoming Brigitte (the “Series”), publishing the final episode on February 20, 2025.26 The Amended Complaint details 19 Id. ¶¶ 62–65. 20 Id. ¶ 66. 21 See, e.g. Am. Compl. ¶ 68 (quoting Ms. Owens as purporting that the Macrons are part of “a very small group of elite oligarchs who routinely practice homosexuality and pedophilia, believe in Baphomet, and worship a transgender deity.”). 22 Id. ¶ 74; see id. ¶¶ 76–91 (outlining the contents of the December Retraction Demand). 23 Id. ¶¶ 92, 94. 24 Id. ¶ 104. 25 Id. ¶ 107. 26 Id. ¶¶ 2, 108, 173. 7 these episodes in paragraphs 108 to 181.27 The Series was published on CandaceOwens.com, disseminated across several podcasting platforms, and promoted on social media platforms, including X. 28 Throughout the Series, Ms. Owens contended that Mrs. Macron is a biological man, that the Macrons are blood relatives, and that they abused levers of state power to keep the nature of their relationship a secret.29 Following the close of the Series, Ms. Owens continued making statements about the Macrons.30 On July 1, 2025, Plaintiffs filed a final retraction demand, which reiterated the content of both the December Retraction Demand and a subsequent February 2025 demand, while also addressing new statements made during the Series.31 In response, Ms. Owens publicly challenged the Macrons to sue her.32 Plaintiffs filed the initial Complaint on July 23, 2025. 33 Over the succeeding month, Defendants released approximately fifteen episodes discussing the litigation and the underlying dispute.34 In those episodes, Ms. Owens reiterated her prior 27 See id. ¶¶ 108–81. 28 See, e.g., Am. Compl. ¶ 173. 29 See Am. Compl. ¶¶ 108–81. 30 Am. Compl. ¶ 182. 31 Id. ¶¶ 183–84. 32 Id. ¶ 186. 33 Id. ¶ 189. 34 Id. ¶¶ 190–202, 205–25. 8 statements, introduced new allegations, and discussed this lawsuit. 35 Additionally, on August 1, 2025, Ms. Owens made similar representations on a third-party content creator’s podcast, and on August 4, 2025, she claimed that the appearance had reached three million views. 36 Ms. Owens subsequently announced a second season of Becoming Brigitte, with Defendants publishing the first two episodes on September 8 and 9, 2025.37 C. Procedural Background On September 12, 2025, Defendants filed their first motion to dismiss.38 Plaintiffs subsequently filed the operative Amended Complaint on September 26, 2025. 39 On October 30, 2025, Defendants filed the instant Motion to Dismiss and Strike (the “Motion”). 40 Plaintiffs filed their opposition on December 3, 2025 (the “Answering Brief”), and Defendants submitted their final briefing on January 9, 2026 (the “Reply Brief”). 41 The Court initially scheduled oral argument for April 28, 2026, but later rescheduled the matter following an April 23, 2026 status conference.42 Oral 35 Id. 36 Id. ¶¶ 203–06. 37 Id. ¶¶ 222, 228–32. 38 See D.I. 14. 39 Am. Compl. 40 See Mot. 41 See Ans. Br.; see also Reply Br. 42 D.I. 33, 46. 9 argument on the instant Motion was heard on July 27, 2026. The matter is now ripe for adjudication. III. STANDARD OF REVIEW A. Rule 12(b)(2): Personal Jurisdiction When defending against a motion to dismiss under Superior Court Civil Rule 12(b)(2), “the plaintiff bears the burden of showing a basis for the trial court's exercise of jurisdiction over the nonresident defendant.” 43 To survive the pleading stage, the plaintiff must make a “prima facie showing” that jurisdiction exists.44 In evaluating the record, the Court draws all reasonable inferences in Plaintiffs’ favor; however, the specific factual allegations in the Amended Complaint control unless contradicted by a defendant's affidavit.45 If a plaintiff fails to present sufficient facts to make this prima facie showing, the Court must dismiss the claims against the nonresident defendant. 46 B. Rule 12(b)(3): Forum Non-Conveniens Defendants move to dismiss for forum non conveniens pursuant to Superior Court Civil Rule 12(b)(3). Under Delaware law, the decision to decline jurisdiction 43 Wiggins v. Physiologic Assessment Servs., LLC, 138 A.3d 1160, 1164 (Del. Super. June 3, 2016) (citations omitted). 44 Id. at 1164–65. 45 Id. at 1165. 46 Id. 10 based on convenience is committed to the sound discretion of the trial court. 47 To determine whether dismissal is warranted, the Court evaluates the record against the six-factor framework established in General Foods Corp. v. Cryo-Maid, Inc.,48 which requires consideration of: 1. The relative ease of access to proof; 2. The availability of compulsory process for witnesses; 3. The possibility of a view of the premises, if appropriate; 4. All other practical problems that would make trial of the case easy, expeditious, and inexpensive; 5. Whether the controversy is dependent upon the application of Delaware law, which the courts of this State more properly should decide than those of another jurisdiction; and 6. The pendency or non-pendency of a similar action in another jurisdiction. 49 The Court’s weighing of these factors is dictated by the existence and status of any parallel litigation.50 The substantive application and balancing of these individual considerations are addressed in Section IV.C of this opinion. 47 Olson v. AMR GP Hldgs., LLP, 2024 WL 1005566, at *2 (Del. Super. Mar. 7, 2024) (internal citations omitted); see also Cresa Glob. Inc. v. Chirisa Cap. Mgmt. (US) LLC, 2025 WL 53168, at *2 (Del. Super. Jan. 9, 2025) (“Ordinarily, at the motion to dismiss stage, the Court must accept as true all of the plaintiff's well-pleaded facts and draw all reasonable inferences in the plaintiff's favor. But when a motion to dismiss is based on forum non conveniens, this Court exercises its sound discretion and an orderly and logical deductive process when making findings of fact.”). 48 198 A.2d 681 (Del. 1964). 49 Id. at 684. 50 GXP Capital, LLC v. Argonaut Mfg. Servs., 253 A.3d 93, 100 (Del. 2021); GXP Capital, LLC v. Argonaut Mfg. Servs., Inc., 234 A.3d 1186, 1195 (Del. Super. May 4, 2020) (“[T]he five original Cryo-Maid factors are examined for all forum non conveniens claims. And the later-added sixth pendency-of-other-cases factor fixes the background presumptions and thresholds against which those five factors are analyzed.”). 11  IV. ANALYSIS A. Personal Jurisdiction As an initial matter, Defendants do not challenge this Court’s jurisdiction over Georgetom or Candace Owens LLC. Defendants contend only that the Court lacks personal jurisdiction over Ms. Owens, individually. To determine whether it may properly exercise personal jurisdiction over a nonresident defendant, this Court employs a bifurcated “two-step analysis.” 51 First, the Court determines whether a Delaware statutory basis authorizes jurisdiction.52 Second, the Court evaluates whether the exercise of jurisdiction comports with constitutional due process under the Fourteenth Amendment.53 The Court conducts these inquiries independently; satisfying the statutory prong does not automatically satisfy constitutional requirements, nor does satisfying the constitutional prong satisfy statutory requirements. 54 Because Ms. Owens is a nonresident of Delaware, Plaintiffs must establish a legally sound avenue for personal jurisdiction. Plaintiffs allege that statutory jurisdiction arises from two distinct sources: 51 Matrix Parent, Inc. v. Audax Mgmt. Co., LLC, 319 A.3d 909, 925 (Del. Super. June 27, 2024) (internal citations omitted). 52 Id. 53 Id. 54 Id. 12  • The Delaware Long-Arm Statute: 10 Del. C. § 3104, which asserts specific or general jurisdiction based on a defendant's conduct; and • The Implied Consent Statutes: the statutory mechanisms by which an individual involved with a Delaware business entity consents to the jurisdiction of this State’s courts through that involvement.55 Specifically, Plaintiffs invoke two separate consent statutes: the Limited Liability Company Consent Statute (6 Del. C. § 18-109), which governs managers and members of Delaware LLCs; and the Corporate Consent Statute (10 Del. C. § 3114), which governs directors and officers of Delaware corporations. 1. Personal Jurisdiction over Ms. Owens Under 6 Del. C. § 18-109 a. Procedural Defect and Service of Process Defendants contend that Plaintiffs cannot invoke the Limited Liability Company Consent Statute, 6 Del. C. § 18-109, because they failed to effectuate proper service under the statute.56 Plaintiffs do not dispute this failure, but counter that Ms. Owens was properly served via the Long-Arm Statute pursuant to 10 Del. C. § 3104, has actual notice of the claims, and that any technical service deficiency can be readily cured by permitting subsequent service under § 18-109.57 55 Ans. Br. at 9–27. 56 Mot. at 13–14. 57 Ans. Br. at 24–25. 13  As a matter of fundamental procedure, a court cannot exercise statutory jurisdiction via § 18-109 if a plaintiff fails to effectuate proper service under that specific provision, rendering dismissal appropriate under Superior Court Civil Rule 12(b)(5).58 The proper remedy for this procedural defect is dismissal without prejudice.59 Nevertheless, because the substantive terms of the statute present a separate and independent hurdle to personal jurisdiction under Rule 12(b)(2) which Plaintiffs cannot overcome, the Court proceeds to evaluate the merits of the statutory provisions for reasons of judicial efficiency and completeness. b. The Statutory Authorization and the “Business Related” Scope of § 18-109 Defendants argue that § 18-109 is substantively inapplicable because § 18- 109(a) only confers specific jurisdiction over an LLC manager where the alleged wrongdoing directly implicates the LLC’s internal business affairs or its day-to-day operations.60 Defendants assert that Plaintiffs have failed to demonstrate a sufficient nexus between the alleged defamation and the day-to-day operations of Candace Owens LLC. 61 Plaintiffs respond that Ms. Owens committed these torts in her official capacity as the manager of Candace Owens LLC, using the LLC to publish, 58 See ATO Enters. of Del., LLC v. Cabrera, 2022 WL 2678613, at *5 n.64 (Del. Ch. July 12, 2022). 59 See Ellington v. Oak View Gp., LLC, 2026 WL 1707185, at *3 (Del. Super. June 12, 2026). 60 Mot. at 15–16. 61 Id. at 16. 14 commercialize, and bolster the Candace podcast, thereby subjecting herself to Delaware jurisdiction. 62 Delaware’s LLC Consent Statute, 6 Del. C. § 18-109, authorizes personal jurisdiction over an LLC manager for claims that “involv[e] or relat[e] to the business of the [LLC]” or allege “a violation by the manager . . . of a duty to the [LLC].” 63 Consistent with its plain language, claims relating to the day-to-day business operations of a Delaware LLC fall squarely within the scope of § 18- 109(a).64 Because the statutory clauses are disjunctive, a claim may sufficiently relate to the day-to-day business of the company even if it does not allege a breach of fiduciary duty or involve the internal governance of the entity.65 Here, Plaintiffs’ allegations satisfy the statutory hurdle for personal jurisdiction under § 18-109 because they directly relate to the business of Candace Owens LLC – specifically, the management of and dissemination of content through Ms. Owens’ Facebook, X, and other social media accounts. 66 Plaintiffs allege that 62 Ans. Br. at 24. 63 6 Del. C. § 18-109. 64 Next Level Ventures, LLC v. AVID USA Techs. LLC, 2023 WL 3141054, at *20 (Del. Ch. Mar. 16, 2023). 65 Id. 66 Am. Compl. ¶ 12; see Next Level Ventures, LLC, 2023 WL 3141054, at *22 (finding the statutory inquiry satisfied because claims “relate to day-to-day business” of LLC defendant where manager defendants, inter alia, “dictated what content should appear on the [LLC defendant’s] website,” “directed various individuals to change certain product and brand references from [the LLC defendant’s]’s website,” and “directed personnel in the areas of marketing, engineering, and other operations”); FeraDyne Outdoors, LLC v. Reaser, 2025 WL 1503810, at *15 (Del. Super. Apr. 10, 2025) (“it is sufficiently alleged that [counterclaim defendant] acted as a manager … [a]nd the claims relate to [counterclaim defendant]’s involvement, in his managerial capacity, in negotiating 15 the entity, directed by Ms. Owens, facilitates the publication, distribution, and commercialization of the Candace podcast, and that the underlying statements made by Ms. Owens on the podcast have served as a recurring theme for the business and have been leveraged directly as a commercial merchandising opportunity.67 c. Constitutional Due Process Even if a claim falls within the statutory scope of § 18-109, the exercise of personal jurisdiction must still comport with constitutional due process.68 This inquiry is particularly critical for claims that do not involve the internal affairs of an LLC, which traditionally support an implied consent analysis.69 Because a contract … so the action relates to the business of the Delaware LLCs”); Main Line Growth, LLC v. American Polymers Inc., 2026 WL 2531434, at *14 (Del. Super. Aug. 27, 2026) (finding that personal jurisdiction could not be asserted over a nonresident director counterclaim-defendant for his defamatory statements because the counterclaim plaintiffs alleged that the statements were made “as a form of personal retaliation …” and failed to allege that “[the] statements were made as a part of [plaintiff/counterclaim defendant]’s ‘day to day business’”); but see Vichi v. Koninklijke Philips Elecs. N.V., 2009 WL 4345724, at *8 (Del. Ch. Dec. 1, 2009) (finding claims fell outside statutory scope because they did not relate to “rights, duties and responsibilities [manager defendant] owes to [LLC defendant], or in any other way to the internal business affairs of [LLC defendant] or to the running of [LLC defendant]’s day-to-day operations”); Hartsel v. Vanguard Grp., Inc., 2011 WL 2421003, at *9 (Del. Ch. June 15, 2011), aff'd, 38 A.3d 1254 (Del. 2012) (finding that the claims fell outside the statutory scope even though the claims related to manager defendants’ involvement in LLC defendant’s “business of providing financial advisory services…” but did not focus “on duties and obligations those [managers] owed to [the LLC]”). 67 Am. Compl. ¶ 12; see, e.g., Am. Compl. ¶ 66 (selling a Brigitte Macron “Man of the Year” T- shirt). Throughout the Amended Complaint, Plaintiffs frequently muddle their allegations as to the specific actions of the corporate defendants and Ms. Owens. See, e.g., Am. Compl. ¶ 92 (“On January 10, 2025, Defendants posted on X … . In her post, [Ms.] Owens claimed… . [Ms.] Owens crafted the post to … .”). Under the broad reading of § 18-109 required by Next Level Ventures, Plaintiffs’ allegations are still sufficient for this Court to find that their claims fall within the statute’s scope. 68 AeroGlobal Cap. Mgmt., LLC v. Cirrus Indus., Inc., 871 A.2d 428, 440 (Del. 2005). 69 Next Level Ventures, LLC, 2023 WL 3141054, at *21. 16 constitutional due process must be satisfied, the Court proceeds with the Delaware- specific framework found in Assist Stock Management LLC v. Rosheim70 and subsequently performs an analysis under the traditional minimum contacts test. i. Assist Stock Management Test A plaintiff may satisfy due process via implied statutory consent under § 18- 109 by satisfying the three-part test established in Assist Stock Management.71 This test requires that: (1) the allegations focus centrally on the manager's rights, duties, and obligations in his capacity as a manager; (2) the underlying matter is “inextricably bound up in Delaware law;” and (3) Delaware has a strong sovereign interest in providing a forum for disputes relating to the actions of LLC managers in discharging their managerial functions.72 Delaware courts have historically interpreted the first prong of the Assist Stock Management test to refer to the rights, duties, and obligations a manager owes 70 753 A.2d 974 (Del. Ch. Feb. 3, 2000). 71 See id. at 981. 72 Next Level Ventures, LLC, 2023 WL 3141054, at *21; Assist Stock Mgmt. LLC, 753 A.2d at 981. Prior to the Court of Chancery’s decision in Next Level Ventures, Delaware courts frequently “collapsed the statutory and due process inquiries” and applied this three-part test as a threshold mechanism to determine whether statutory jurisdiction was appropriate under § 18-109. See, e.g., Hartsel, 2011 WL 2421003, at *9, aff’d, 38 A.3d 1254. In rectifying this approach, the Court of Chancery relied squarely on the Delaware Supreme Court’s interpretation of § 18-109’s corporate analogue, 10 Del. C. § 3114. The Delaware Supreme Court instructed courts to give full, broad effect to that statute's plain language, and to rely instead on a traditional minimum contacts analysis to narrow the framework's practical application and to ensure “that the statute is not used in a situationally inappropriate manner.” See Hazout v. Tsang Mun Ting, 134 A.3d 274, 287–91 (Del. 2016). 17 directly to the organization itself.73 While the analytical landscape shifted following the Court of Chancery's decision in Next Level Ventures LLC v. AVID USA Techs. LLC, 74 which expanded the statutory inquiry to include a manager’s performance of 73 Vichi, 2009 WL 4345724, at *8. See Cornerstone Techs., LLC v. Conrad, 2003 WL 1787959, at *12 (Del. Ch. Mar. 31, 2003) (finding personal jurisdiction under § 18-109 comported with due process where the facts involved both the disputed termination of a CEO and issues concerning LLC equity ownership arising out of contested managerial actions); see also Assist Stock Mgmt. LLC, 753 A.2d at 981 (holding that the application of § 18-109 satisfied due process requirements where the underlying dispute involved a conflict between two managers over their respective operational governance responsibilities). While Delaware Courts historically utilized the Assist Stock Management framework as a threshold statutory hurdle, the Court of Chancery’s decision in Next Level Ventures LLC, fundamentally decoupled the statutory and constitutional inquiries. Guided by the Delaware Supreme Court’s foundational holding in Hazout v. Tsang Mun Ting, the Court of Chancery corrected prior practice by giving the plain, disjunctive text of § 18-109 its full, broad effect at the statutory stage, while strictly preserving the Assist Stock Management framework as an internal benchmark to guide the independent constitutional due process inquiry. 74 Following the Court of Chancery’s decision in Next Level Ventures LLC, courts must carefully scrutinize how this test operates during a due process inquiry. Under the bifurcated framework articulated in Next Level Ventures, statutory jurisdiction is proper if a claim either: (1) relates to the business of the LLC; or (2) involves a “violation by [a] manager . . . of a duty to the LLC.” Thus, even if a plaintiff's allegations do not assert a breach of an internal fiduciary duty, statutory authorization remains valid if the claim merely relates to the broader day-to-day business of the LLC. See supra IV.A(i)(b). Nonetheless, any such exercise of jurisdiction must independently survive constitutional due process. The first prong of the Assist Stock Management test requires a showing that “the allegations against the defendant-manager focus centrally on their rights, duties and obligations as a manager of a Delaware LLC.” Assist Stock Mgmt., 753 A.2d at 981. A conceptual tension arises where specific jurisdiction is invoked solely under the statute's "business-related" prong. If the first factor of the due process test is rigidly interpreted to refer exclusively to a manager's internal duties and obligations owed to the entity itself, the constitutional inquiry impermissibly circles back to the statutory "internal affairs" prong. Under such a restrictive reading, any claim that does not allege a breach of an intra-entity duty would automatically fail the first prong of the due process analysis, effectively rendering the statute's independent "day-to-day business" hook a dead letter. In a post-Next Level Ventures landscape, this rigid approach would collapse the distinct statutory authorization and constitutional inquiries into a single, redundant question. Such a result directly contradicts the Delaware Supreme Court’s foundational guidance in Hazout v. Tsang Mun Ting, which mandated that courts give full effect to the plain, broad language of implied consent provisions and rely strictly on the traditional minimum contacts test to circumscribe any overbroad applications. The identical logic governing the corporate consent statute requires interpreting § 18- 109 according to its plain, disjunctive meaning. Next Level Ventures, LLC, 2023 WL 3141054, at *20 n.206. To maintain alignment with Hazout, the due process analysis under § 18-109 must 18 key operational duties, the Court need not untangle this distinction because the second prong of the conjunctive test is entirely dispositive. The resolution of this tort action is not “inextricably bound up” in Delaware law. Ms. Owens originated, published, and disseminated the allegedly defamatory statements from her domicile in Nashville, Tennessee.75 All individual parties reside outside of Delaware, the entity Defendants are headquartered outside of Delaware, and the underlying conduct giving rise to these claims occurred entirely out of state.76 The mere fact that Plaintiffs elected to bring common-law defamation and tort claims in a Delaware forum rather than in Tennessee does not inextricably bind this dispute to Delaware law. Because Plaintiffs’ claims fail to satisfy the second Assist Stock Management factor, the statutory consent framework under § 18-109 cannot sustain personal jurisdiction over Ms. Owens on an implied consent theory. However, because the Assist Stock Management test represents only one avenue of the constitutional inquiry, this failure does not foreclose personal jurisdiction if traditional minimum contacts exist. remain flexible enough to evaluate a manager's external, operational conduct on behalf of the entity without reflexively tethering the inquiry to internal corporate governance. 75 Owens Aff. ¶¶ 12–14, 17. 76 Am. Compl. ¶¶ 9–13; Owens Aff. ¶¶ 12–14. 19  ii. Minimum Contacts To exercise specific personal jurisdiction over Ms. Owens under § 18-109, the operative facts must satisfy constitutional due process. Delaware courts have consistently guarded these outer constitutional boundaries.77 For example, in Blue v. Fireman, the Court of Chancery concluded that executing entity documents, directing the creation of a Delaware LLC, and utilizing Delaware choice-of-law and forum selection clauses were collectively insufficient to support jurisdiction under § 18-109 for claims unrelated to the entity’s internal affairs.78 Plaintiffs attempt to overcome this hurdle by arguing that by electing to organize and run her companies under Delaware law, Ms. Owens accepted the risk of answering in Delaware courts for torts committed through those entities.79 They contend that she purposefully availed herself of this forum by using Delaware entities to publish and monetize her statements, contracting with Delaware- registered companies to distribute content, and causing reputational harm within the state.80 Plaintiffs liken this matter to FeraDyne Outdoors, LLC v. Reaser, 81 where 77 Hazout, 134 A.3d at 291; Turf Nation, Inc. v. UBU Sports, Inc., 2017 WL 4535970, at *9 (Del. Super. Oct. 11, 2017); BAM Int’l, LLC v. MSBA Grp. Inc., 2021 WL 5905878, at *9 (Del. Ch. Dec. 14, 2021); Next Level Ventures, LLC, 2023 WL 3141054, at *21. 78 Blue v. Fireman, C.A. No. 2021-0268-LWW, at 21:22–22:8 (Del. Ch. Aug. 11, 2025) (TRANSCRIPT). 79 Ans. Br. at 26. 80 Id. at 28. 81 2025 WL 1503810 (Del. Super. Apr. 10, 2025). 20 this Court found that a nonresident manager of an LLC purposefully availed himself of Delaware's jurisdiction by virtue of his status as a manager.82 Plaintiffs’ reliance on FeraDyne is misplaced because it omits critical context. In FeraDyne, this Court explicitly noted that the underlying contract was not “an ordinary contract for products or services,” but was instead “more akin to those cases that involve the internal affairs or corporate governance issues of Delaware entities.”83 Unlike FeraDyne, the allegations here present a garden-variety, common-law tort claim. While Ms. Owens serves as a manager of a Delaware LLC, this action does not implicate the entity’s status as a corporate citizen of Delaware, nor does it involve internal governance matters. 84 The conduct at issue occurred entirely in Tennessee, the parties reside outside of Delaware, and the entities maintain their principal places of business in Nashville. 85 Defendants have not targeted Delaware with their posts, but rather they directed them to a worldwide audience. The underlying conduct and claims have no rational connection to Delaware. Further, Delaware has no independent regulatory or sovereign interest in this dispute, because the claims sound entirely in common-law tort rather than fiduciary 82 Ans. Br. at 27 (quoting FeraDyne Outdoors, LLC, 2025 WL 1503810, at *16). 83 FeraDyne Outdoors, LLC, 2025 WL 1503810, at *17. 84 Am. Compl. ¶¶ 11–13. 85 Owens Aff. ¶¶ 12–14. 21 obligations or entity management. 86 Although Delaware undeniably maintains an interest in, and exercises proper personal jurisdiction over, the Delaware-formed LLC Defendant—Candace Owens LLC—this sovereign interest in the entity cannot override the independent constitutional due process protections owed to Ms. Owens as an out-of-state individual. Because the claims against the business entities can proceed to a final determination on the merits without her individual presence, dragging her into this forum solely based on fiduciary titles would render the consent statutes an unconstitutional catchall. Asserting personal jurisdiction over Ms. Owens under such circumstances would “offend traditional notions of fair play and substantial justice.”87 Consequently, personal jurisdiction cannot constitutionally attach to Ms. Owens under § 18-109. 2. Personal Jurisdiction over Ms. Owens Under 10 Del. C. § 3114(a) Defendants argue that Plaintiffs fail to satisfy the requirements of Delaware’s Corporate Officer and Director Consent Statute, 10 Del. C. § 3114. Specifically, Defendants contend that Plaintiffs have failed to allege that Ms. Owens is an officer or director of Georgetom, Inc., or that she “exercised her power as Georgetom’s fiduciary to make the statements challenged here.” 88 Plaintiffs maintain that the 86 See BAM Int'l, LLC, 2021 WL 5905878, at *10. 87 See Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citing Milliken v. Meyer, 311 U.S. 457, 463 (1940). See also Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985); World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980). 88 Reply Br. at 13. 22 multiple allegations of Ms. Owens’ control over Georgetom found in the Amended Complaint are sufficient to ground personal jurisdiction under § 3114 as an officer of the company. 89 The Court disagrees. At the motion to dismiss stage, Delaware courts require that a complaint, involving a non-resident officer status, provide a basis for a reasonable inference that the individual is an “officer” as contemplated by § 3114’s three prongs. 90 Under 10 Del. C. § 3114, an “officer” must fit into one of three categories: 1. The president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer of the corporation; 2. An individual identified in the corporation’s public filings with the United States Securities and Exchange Commission; 3. An individual who, by written agreement, consented to be identified as an officer for § 3114 purposes.91 Here, Plaintiffs allege that Ms. Owens exercised control over the corporate Defendant, but critically fail to allege that Ms. Owens’ role satisfies the statutory scheme as a qualifying officer of Georgetom. 92 Instead, Plaintiffs allege that Ms. 89 See Am. Compl. ¶¶ 11, 13; Ans. Br. at 25. 90 See Altigen