Chancery Court Dismisses Disclosure and Breach Claims in LLC Financing Litigation
By: Michael J. Ross and Ryan Reilly
In Daniel Feldman et al. v. AS Roma SPV GP, LLC, et al., C.A. No. 2020-0314-PAF (Del. Ch. July 22, 2021), the Delaware Court of Chancery (the “Court”) dismissed a suit brought by minority members (“Plaintiffs”) of AS Roma SPV GP, LLC (the “Company”) for breach of fiduciary duties by the managing member for breach of the Company’s limited liability company agreement (“LLC Agreement”) for failure to disclose material information, and breach of fiduciary duties by the investor committee in connection with pandemic-driven financing and recapitalization efforts. In granting the Defendants’ motion to dismiss for failure to state a claim, the Court emphasized the Defendants’ limited disclosure duties and the Plaintiffs’ failure to adequately plead harm.