Daniel Feldman v. AS Roma SPV GP, LLC, C.A. No. 2020-0314-PAF

AS Roma, an Italian soccer club, was owned via a Delaware LLC (the Company); AS Roma SPV GP, LLC (AS Roma GP) was the Managing Member; plaintiffs are minority Class A members.
In March 2020 the Investor Committee proposed a Preferred Equity Offering and a Recapitalization converting €147M of existing member loans into new priority Class C units (1.5x liquidation preference); an Amendment to the LLC Agreement created Class C units.
The Preferred Equity Offering/Recapitalization were abandoned for insufficient participation; no Class C units were issued and no Initial Closing occurred.
In May 2020 the Company solicited alternative financing: a €30M bridge led by Goldman and €25M in 2020 Member Loans (9% interest, senior to equity and Existing Loans) offered pro rata to Class A members; the 2020 Member Loans closed with ~80% participation.
Plaintiffs sued alleging (i) disclosure and fiduciary-duty breaches in connection with the 2020 Member Loans and (ii) harm from the lingering Amendment (threat of Class C issuance and dilution); defendants moved to dismiss; the Company sold its interest in AS Roma to The Friedkin Group during briefing.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Disclosure claim re: 2020 Member Loans	AS Roma GP failed to disclose material facts (financials and sale prospects) when soliciting participation	Disclosures were adequate (May 14 letter described sale status); no duty to predict timing of sale	Dismissed: plaintiffs pleaded only conclusory omissions and did not identify materially misleading statements; no duty to forecast sale timing
Harm from Amendment/Class C units	The Amendment (allowing conversion of loans to Class C) diluted Class A value and posed ongoing threat	Preferred Equity/Recapitalization were abandoned; Amendment required an Initial Closing (on/about March 25) that never occurred, so no conversion or issuance possible	Dismissed: allegations contradicted by complaint and Amendment; no Class C issuance, conversion conditions unmet, claims unripe/moot
Aiding and abetting fiduciary breach	Non-managing defendants knowingly participated in breaches	Underlying fiduciary breach not adequately alleged	Dismissed: aiding-and-abetting claim fails because no underlying breach was pled
Unjust enrichment	Lender defendants benefited from rights in the Amendment to Plaintiffs’ detriment	No enrichment occurred because no Class C units were issued or converted	Dismissed: no enrichment or corresponding impoverishment alleged

Savor, Inc. v. FMR Corp., 812 A.2d 894 (Del. 2002) (pleading standard for fiduciary/delaware disclosure claims)
Malpiede v. Townson, 780 A.2d 1075 (Del. 2001) (court accepts only reasonable inferences; rejects strained interpretations)
Rosenblatt v. Getty Oil Co., 493 A.2d 929 (Del. 1985) (materiality test: substantial likelihood a reasonable investor would consider omitted fact important)
TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438 (U.S. 1976) (definition of materiality in disclosure context)
Stroud v. Milliken Enters., Inc., 552 A.2d 476 (Del. 1989) (duty to disclose all material facts in requests for shareholder action)
Gatz Props., LLC v. Auriga Cap. Corp., 59 A.3d 1206 (Del. 2012) (LLC agreements may adopt or modify fiduciary standards)
Dohmen v. Goodman, 234 A.3d 1161 (Del. 2020) (capital-call disclosure/fiduciary-duty context discussed by parties)
Bebchuk v. CA, Inc., 902 A.2d 737 (Del. Ch. 2006) (ripeness and avoidance of advisory opinions)