IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CINDY HARCUM, on Behalf of Herself and 

all Others Similarly Situated,

Plaintiff,

v.

JOHN LOVOI, PAUL B. LOYD, JR., 

MICHAEL RALEIGH, ANTHONY 

TRIPODO, ROAN HOLDINGS, LLC, JVL 

ADVISORS, LLC, JOSEPH A. MILLS, and 

RICHARD GIDEON, 

Defendants.

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C.A. No. 2020-0398-PAF

MEMORANDUM OPINION

Date Submitted: September 21, 2021

Date Decided: January 3, 2022

Blake A. Bennett, COOCH AND TAYLOR, P.A., Wilmington, Delaware; Michael 

J. Palestina, KAHN SWICK & FOTI, LLC, New Orleans, Louisiana; Juan E. 

Monteverde, Miles D. Schreiner, MONTEVERDE & ASSOCIATES PC, New 

York, New York; Attorneys for Plaintiff Cindy Harcum.

Rolin P. Bissell, James M. Yoch, Jr., Alberto E. Chávez, YOUNG CONAWAY 

STARGATT & TAYLOR, LLP, Wilmington, Delaware; Michael C. Holmes, 

Virginia DeBeer, VINSON & ELKINS L.L.P., Dallas, Texas; Attorneys for 

Defendants John Lovoi, Paul B. Loyd, Jr., Michael Raleigh, Joseph A. Mills, 

Anthony Tripodo, Richard Gideon, Roan Holdings, LLC, and JVL Advisors, LLC.

FIORAVANTI, Vice Chancellor
Plaintiff Cindy Harcum, individually and on behalf of a purported class of 

former stockholders of Roan Resources, Inc. (“Roan” or the “Company”), seeks to 

recover damages for alleged breaches of fiduciary duties by certain officers, 

directors, and stockholders of the Company arising from a 2019 going-private 

merger (the “Merger”). In the Merger, Citizen Energy Operating, LLC (“Citizen 

Buyer”) acquired the Company in an all-cash transaction through which Roan 

stockholders received the right to payment of $1.52 per share of their Roan common 

stock. Harcum, a former contract employee of Roan and a predecessor company, 

alleges the Merger was a scheme devised to transfer control of the Company to a 

few insiders for insufficient consideration. Plaintiff contends that persons and 

entities affiliated with defendant John Lovoi controlled the Company, stood on both 

sides of the transaction, and received unique benefits not shared with the remaining 

stockholders of the Company. Plaintiff also alleges that a subset of the Company’s 

board of directors (the “Board”) breached their fiduciary duties and made material 

misrepresentations and omissions in the proxy statement that was disseminated to 

stockholders to obtain their vote for the Merger. Plaintiff also alleges two of the 

Company’s officers breached their fiduciary duties in connection with the proxy 

statement disclosures. The defendants have moved to dismiss the complaint in its 

entirety. This opinion grants that motion.
2

I. BACKGROUND

The facts recited in this Memorandum Opinion are drawn from the Verified 

Amended Class Action Complaint (the “Complaint”) and documents integral thereto

or otherwise subject to judicial notice.

1

A. The Parties

Defendant JVL Advisors, LLC (“JVL”) is a Texas limited liability company

with its principal place of business located in Houston, Texas.2

 Defendant John 

Lovoi is JVL’s founder and managing partner.3

 Defendant Roan Holdings, LLC 

(“Roan Holdings”) is a Delaware limited liability company with its principal place 

of business in Houston, Texas.4

 At the time of the Merger, Roan Holdings owned 

49.7% of Roan’s outstanding common stock. Lovoi is alleged to have controlled

Roan through his control over JVL, Roan Holdings, and his ownership of additional 

shares of Roan common stock that, when combined, amounted to over 50% of 

Roan’s voting power.

Roan was formed in September 2018. It is a holding company for oil and gas 

assets and created through a joint venture between Linn Energy, Inc. (“LINN”) and 

1 See DEL. R. EVID. 201.

2 Dkt. 34, Verified Amended Class Action Complaint (“Compl.”) ¶ 21.

3 Id. ¶ 16.

4 Id. ¶ 22.
3

Citizen Energy II, LLC (“Citizen II”). The Roan Board that approved the Merger 

consisted of eight members: Defendants Lovoi, Paul B. Loyd, Michael P. Raleigh, 

Anthony Tripodo (“the Director Defendants”), and Joseph A. Mills, and nonDefendants Andrew Taylor, Matthew Bonanno, and Evan Lederman.5

Mills was Roan’s Executive Chairman and interim Principal Executive 

Officer from April 15, 2019 through September 29, 2019.6

 Mills is only being sued 

in his capacity as an officer and not as a director. Defendant Richard Gideon (with 

Mills, the “Officer Defendants”) served as Roan’s CEO from September 29, 2019 

until December 6, 2019 (the Director Defendants, the Officer Defendants, Roan 

Holdings, and JVL, are hereinafter referred to as the “Defendants”).

7

Plaintiff Cindy Harcum was a contract employee of Roan and held stock in 

Roan throughout the time period when the Complaint alleges that wrongdoing 

occurred.

8

B. Citizen II

In November 2014, James Woods, Robert Woodard, Gregory Augsburger, 

and JVL formed Citizen II.

9

 Woods, Woodard, Augsburger (collectively, the 

5 Id. ¶¶ 16–19, 23, 30–32.

6 Id.

7 Id. ¶ 24.

8 Id. ¶ 15.

9 Id. ¶¶ 25, 49.
4

“Citizen Principals”), and “their personal network of investors” contributed 

approximately 76% of Citizen II’s capital, while JVL contributed the remaining

24%.10 Following recapitalizations in 2015 and 2016, JVL’s contributions made up 

about 85% of Citizen II’s total capital.11 The Citizen II operating agreement

provided for four managers: three “Management Representatives” and one “Investor 

Representative.” The Citizen Principals were appointed as the three Management 

Representatives.12 JVL, which was entitled to appoint the one Investor 

Representative, selected Kelly Loyd for that position.13 Citizen II’s operating 

agreement also provided the Citizen Principals with “incentive interests” if they 

were able to return the initial capital contributions to all of Citizen II’s investors in 

addition to a 9% annual preferred return.14 The Complaint does not describe or 

quantify these “incentive interests,” but repeatedly refers to them.15 In these early 

years Citizen II saw quick success, drilling over 60 horizontal wells, which produced 

13,000 barrels of oil equivalent per day.16

10 Id. ¶ 49.

11 Id. ¶ 51, 54.

12 Id. ¶ 50.

13 Id.

14 Id.

15 See id. ¶¶ 50, 66, 74, 127.

16 Id. ¶ 52.
5

In mid-2017, Citizen II and LINN, a publicly traded oil and gas company 

formed in a bankruptcy reorganization, entered into a joint venture (the “Joint 

Venture”). As part of the Joint Venture, Citizen II and LINN would combine their 

assets to develop 140,000 acres across three oil-rich formations in south and central 

Oklahoma.

17 Citizen II and LINN stated that they intended to take the Joint Venture 

public by early 2018.18

In light of these planned events, the Citizen Principals anticipated ceding 

managerial control of Citizen II; however, they would only do so on two conditions: 

(1) there would need to be a partial separation between investors affiliated with JVL 

(“JVL Investors”) and those not affiliated with JVL (“Non-JVL Investors”), and (2) 

the Citizen Principals would need to retain representation on the future public 

company’s board of directors.19 At this time, Non-JVL Investors owned about 

23.1% of Citizen II.20 

C. Roan LLC Is Formed in Anticipation of the Joint Venture.

On May 30, 2017, the Citizen Principals, JVL, Paul Loyd, Kelly Loyd, and 

Raleigh formed Roan Resources, LLC (“Roan LLC”), which was created to 

17 Id. ¶ 56.

18 Id.

19 Id. ¶ 57.

20 Id.
6

eventually hold the Joint Venture’s assets.21 On June 27, 2017, LINN and Citizen 

II announced that they had executed an agreement where each company would 

contribute certain upstream assets in Oklahoma to Roan LLC in exchange for 

respective 50% equity interests in Roan LLC.

22 Each 50% equity interest was valued 

at approximately $1.3 billion.

23 Woods and Woodard signed this agreement on 

behalf of both Citizen II and Roan LLC.24 The announcement also stated that Roan 

LLC would be focused on the development of the land that had already been targeted 

by the Joint Venture.25 

On August 31, 2017, the Roan LLC operating agreement was amended to 

provide for an eight-member board. Under the agreement, LINN and Citizen II 

would each elect half of these members.26 Citizen II initially appointed Woods, 

Woodard, James Bush, and Paul Loyd.27

21 Id. ¶ 59.

22 Id. ¶ 60.

23 Id.

24 Id.

25 Id.

26 Id. ¶ 61.

27 Id.
7

D. The Citizen Principals Negotiate a Separation Agreement with JVL

Days after the signing of Roan LLC’s Amended and Restated Limited 

Liability Company Agreement, JVL proposed transferring all of Citizen II’s assets 

to Crazyhorse Holdings, LLC and Roan Holdings, two entities which had recently 

been created by JVL.28 Roan Holdings’ initial managers were Woods, Kelly Loyd, 

Paul Loyd, and Raleigh.29 JVL asserted that it had the authority to effectuate the 

transfer because it controlled the majority of Citizen II’s Class A units. Shortly 

thereafter, JVL transferred all of Citizen II’s assets and units in Roan LLC to Roan 

Holdings.30 JVL then informed the Citizen Principals of this development while 

also notifying them that it would be replacing Woodard, Augsburger, and Bush with 

Lovoi, Paul Loyd, and Raleigh as members of the Roan LLC board.

31

On September 6, 2017, counsel for the Citizen Principals sent a letter to JVL 

asserting that the recent transfer of Citizen II’s assets was a “sham that served no 

economic or business purpose other than stripping [the Citizen Principals] of their 

28 Id. ¶ 63.

29 Id. ¶ 64.

30 Id. ¶ 63.

31 Id. The Complaint is inconsistent. In Paragraph 61, it alleges that the Citizen II 

appointees to the Roan LLC board were Woods, Woodard, Bush, and Paul Loyd, but in 

Paragraph 63 alleges that Augsburger was being removed from the Roan LLC board, even 

though there is no allegation that he ever served on that board.
8

bargained-for governance rights.”32 The Citizen Principals also contended that JVL 

“was engaging in self-dealing and other actions that were only in JVL’s interests and 

not in the best interest of Citizen II . . . and that JVL’s actions were in bad faith” and 

in breach of its fiduciary duties.33

On October 11, 2017, the Citizen Principals, JVL, and their affiliates entered 

into an Omnibus Separation Agreement (the “Separation Agreement”).34 Under the 

terms of the Separation Agreement, the Citizen Principals would convert their

incentive interests in Citizen II into “a material portion of Citizen II’s assets” that 

would be transferred into a new entity, Citizen Energy III, LLC (“Citizen III”).35 

Plaintiff alleges that at that time “funds managed by JVL continued to have an 

interest” in Citizen III.

36 The Complaint contains no other allegations concerning 

these funds or the nature of the alleged interest. 

The parties to the Separation Agreement also agreed to enter into a series of 

transactions, including a Second Amended & Restated LLC Agreement for Roan 

32 Compl. ¶ 65.

33 Id.

34 Id. ¶ 66. The parties to the Separation Agreement were Citizen II, Woods, Woodard, 

Augsburger, JVL, SPQR Energy, LP, and Citizen Energy Holdings, LLC (“Citizen 

Holdings”), which was an affiliate of Warburg Pincus, LLC (“Warburg Pincus”). Id.

35 Compl. ¶ 66.

36 Id. (italics omitted).
9

Holdings, LLC that was executed on November 1, 2017.

37 Under that agreement, 

JVL was granted three seats on the Roan Holdings board of managers while the NonJVL Investors were entitled to appoint one independent manager unless their 

collective ownership of Roan Holdings’ Class A units fell below 10%.38 As of May 

2, 2019, Non-JVL Investors owned more than 25% of these Class A units.39

E. Roan LLC Prepares to Go Public.

In March 2018, Roan Holdings and LINN discussed plans to take Roan LLC 

public by the end of 2018.

40 In general terms, the plan contemplated LINN and Roan 

Holdings creating a public holding company for Roan LLC (the “Proposal”). LINN, 

which was already publicly traded, would reorganize itself to form Roan as a new 

publicly traded company with LINN’s stockholders and Roan Holdings each owning

half of Roan.41 Roan, in turn, would own Roan LLC in its entirety.

42

Internal disputes continued on the Roan Holdings side of the Proposal. Woods 

believed that the Non-JVL Investors in Roan Holdings should be allowed to own 

their interests in Roan LLC directly, rather than indirectly through their interests in 

37 Id. ¶ 68.

38 Id.

39 Id.

40 Id. ¶ 70.

41 Id.

42 Id.
10

Roan Holdings.43 Woods also contended that the Roan Holdings Second Amended 

& Restated LLC Agreement obligated “Roan Holdings and the Investor Managers” 

to nominate Woods “as the designee of the Non-JVL Members” on Roan’s future 

board of directors.44

The dispute between Woods and JVL spilled over into a Roan Holdings board

meeting in August 2018. During that meeting, JVL proposed that Roan Holdings 

appoint Lovoi, Paul Loyd, Raleigh, and Tripodo to the future Roan board of 

directors.45 Woods protested and argued that he should be appointed as one of 

Roan’s directors.

46 Woods, however, was ultimately outvoted by Paul Loyd, Kelly 

Loyd, and Raleigh, who approved JVL’s proposal.

47

F. Roan LLC Goes Public

On September 18, 2018, Roan LLC was introduced to the public markets 

through a master reorganization agreement executed by LINN, Roan Holdings, and 

Roan LLC.48 Under this agreement, LINN and Roan Holdings’ respective 50% 

equity interests in Roan LLC were reorganized into the new company Roan, which 

43 Id. ¶ 71.

44 Id.

45 Id. ¶ 75.

46 Id.

47 Id.

48 Id. ¶ 77.
11

acquired all of Roan LLC’s consolidated interests.

49 Roan’s Class A common stock 

was initially traded in the OTCQB market, and two months later began trading on 

the New York Stock Exchange.

50 Roan’s Board originally consisted of eight

directors, including four who were selected by JVL: Lovoi, Paul Loyd, Raleigh, and 

Tripodo.51 JVL disbanded Roan LLC’s board of managers after Roan went public.

52 

G. Potential Acquirors Express Interest in Taking Roan Private

As early as April 1, 2019, potential buyers began expressing interest in 

purchasing Roan.

53 On April 15, a representative of Warburg Pincus, Citizen

Holdings (to which Warburg Pincus had committed $300 million), and its wholly 

owned subsidiary Citizen Buyer (the “Acquirors”), approached Lovoi to request a 

meeting.54 By this time, two other potential buyers had already expressed interest 

in an acquisition.55 Also on April 15, Tony Maranto, Roan’s Chairman of the Board, 

49 Id.

50 Id. ¶¶ 77, 84.

51 Id. ¶ 81.

52 Id. ¶ 82.

53 Dkt. 44, Ex. 5 (“Proxy”) at 35.

54 Compl. ¶¶ 88, 67. Citizen Buyer was thus also an affiliate of Warburg Pincus. See id. ¶ 

35. Plaintiff does not allege that Woods, Woodard, or Augsburger had an equity interest 

in Citizen Buyer, but alleges they were either “leaders” or “principals.” E.g., id. ¶¶ 128 

(“principals”), 131 (“leaders”). 

55 See Proxy at 35.
12

President, and CEO, resigned.56 Roan’s press release announcing the resignation 

said it was not “the result of any dispute or disagreement with the Company or any 

matter related to the Company’s operations, policies or practices.”57 Following 

Maranto’s resignation, Mills became Roan’s Executive Chairman and interim 

Principal Executive Officer.58

On April 17, 2019, a representative from Warburg Pincus had a conversation 

with Lovoi. During the conversation, the representative explained that Warburg 

Pincus and Citizen Buyer had a shared interest in pursuing an acquisition of Roan.59 

The next day, Citizen Buyer delivered an initial indication of interest to acquire Roan 

for $6.75 per share.60

Around this time, the Board began exploring a possible transaction for Roan. 

On April 23, 2019, the Company’s management team interviewed several “leading 

investment banking firms” to assist Roan in reviewing the indications of interest that 

it had been receiving.61 The Company eventually selected Citigroup Global Markets 

Inc. (“Citi”) and Jeffries LLC (“Jeffries”) to be its financial advisors regarding a 

56 Compl. ¶ 89.

57 Id.

58 Id. ¶¶ 89, 23.

59 Id. ¶ 90.

60 Id.

61 Proxy at 36.
13

potential transaction.62 Between May and July, representatives of the Company or 

its financial advisors contacted 44 potential counterparties and entered into 20 

confidentiality agreements at the Board’s direction.63

On May 2, 2019, the Citizen Principals filed an arbitration action against JVL, 

Paul Loyd, Kelly Loyd, Raleigh, and Roan Holdings (the “Arbitration Action”).64 

The Arbitration Action alleged that JVL, Paul Loyd, Raleigh, and Kelly Loyd 

“breached fiduciary duties they owed to Woods, Woodard, Augsburger and their 

associates” through “misusing [Woods, Woodard, and Augsburger’s] assets to seize 

an effectively controlling interest of” Roan.65 The Arbitration Action also sought an 

order to compel Woods’s appointment to Roan’s Board.66 In its request for relief, 

the Arbitration Action sought dissolution of Roan Holdings or, alternatively, a 

distribution of its Roan stock to its members.67

Citizen Buyer’s acquisition approach came as Roan’s stock price had been 

steadily falling amid flagging oil prices. On October 1, 2018, Roan closed at $18.49 

62 Id. at 3, 36.

63 Id. at 38.

64 Dkt. 42, Ex. 2 (“Arbitration Action”) at 1–2; see Compl. ¶ 91. The Complaint has 

incorporated the Arbitration Action by reference.

65 Compl. ¶ 91 (italics and internal quotations omitted) (bracketing in original).

66 Id.

67 Arbitration Action at 16.
14

per share while oil was trading at $75.37 per barrel.

68 By January 2, 2019, Roan had 

lost over half its value, closing at $8.45 per share whereas oil was now trading at 

only $46.31 per barrel.69 While oil prices somewhat recovered following the new 

year, trading as high as $66.24 on April 23, 2019, Roan’s stock price did not follow 

suit.70 On May 1, 2019, Roan closed at $5.42 per share.71

On May 3, 2019, Citizen Buyer sent a letter to the Board reiterating its 

proposal to acquire Roan at $6.75 per share.72 In its letter, Citizen Buyer also noted 

that it “would be open to allowing certain qualified [Roan] stockholders . . . to roll 

over a portion of their equity interests” so long as Citizen Buyer’s equity holders 

68 Compare Roan Resources Inc. Stock Price, STOCKINVEST.US, available at 

https://stockinvest.us/stock-price/ROAN?page=7 (last visited Dec. 27, 2021), with Crude 

Oil Prices, FRED ECONOMIC DATA, available at 

https://fred.stlouisfed.org/graph/?g=KhUv (last visited Dec. 27, 2021). The court may take 

judicial notice of these stock and oil prices because they are not subject to reasonable 

dispute. DEL. R. EVID. 201(b)(2); Lee v. Pincus, 2014 WL 6066108, at *4 n.11 (Del. Ch. 

Nov. 14, 2014).

69 Compare Roan Resources Inc. Stock Price, STOCKINVEST.US, available at 

https://stockinvest.us/stock-price/ROAN?page=6 (last visited Dec. 27, 2021), with Crude 

Oil Prices, FRED ECONOMIC DATA, available at 

https://fred.stlouisfed.org/graph/?g=KhUv (last visited Dec. 27, 2021).

70 Crude Oil Prices, FRED ECONOMIC DATA, available at 

https://fred.stlouisfed.org/graph/?g=KhUv (last visited Dec. 27, 2021).

71 Roan Resources Inc. Stock Price, STOCKINVEST.US, available at 

https://stockinvest.us/stock-price/ROAN?page=4 (last visited Dec. 27, 2021).

72 Compl. ¶ 93.
15

could maintain at least two-thirds ownership of the new company.73 On May 20, 

2019, Roan announced that it had engaged financial advisors to assist it in evaluating 

strategic alternatives.74

Also on May 3, Roan Holdings, JVL, Kelly Loyd, Paul Loyd, and Raleigh

responded to the Arbitration Action by filing a complaint seeking a declaratory 

judgment in this court (the “Declaratory Judgment Action”).

75 Specifically, the 

plaintiffs in the Declaratory Judgment Action requested that the court permanently 

enjoin the Arbitration Action,

76 and on June 11, 2019, the plaintiffs moved for 

expedited proceedings.77

Roan’s stock price continued to decline through May and June. On May 31, 

2019, Roan closed at $2.09 per share.78 On June 13, Roan reached a new low for 

73 Id. There is no allegation that any Roan stockholders rolled their equity interest into the 

new company.

74 Id. ¶ 95.

75 See Roan Hldgs., LLC v. Woods, C.A. No. 2019-0374-AGB, Dkt. 1; see also Compl. 

¶ 94. The Complaint has incorporated the Declaratory Judgment Action by reference.

76 Woods, C.A. No. 2019-0374-AGB, Dkt. 3 at 26 ¶ B; see also Compl. ¶ 94.

77 See Woods, C.A. No. 2019-0374-AGB, Dkt. 10; see also Compl. ¶ 94. At an August 15, 

2019 motions hearing, the court requested supplemental briefing. See Woods, C.A. No. 

2019-0374-AGB, Dkt. 41; see also Compl. ¶ 100. On September 16, 2019, the parties to 

the Declaratory Judgment Action agreed to a stay until the Arbitration Action was resolved; 

neither party had submitted supplemental briefing since the August 15, 2019 hearing. See 

Woods, C.A. No. 2019-0374-AGB, Dkt. 43; see also Compl. ¶ 103.

78 Roan Resources Inc. Stock Price, STOCKINVEST.US, available at

https://stockinvest.us/stock-price/ROAN?page=4 (last visited Dec. 27, 2021).
16

the year, closing at $1.16.79 On June 19, 2019, Roan and Citizen Buyer entered into 

a mutual confidentiality agreement; Roan’s price remained virtually unchanged as 

the Company closed at $1.19 that day.

80 

Also on June 19, 2019, Roan entered into a $100 million term loan facility 

with lenders Elliott Management Corporation (“Elliott”), York Capital Management 

Global Advisors, LLC (“York”), and “funds affiliated with JVL” (the “Term 

Loan”).81 Both Elliott and York owned Roan common stock when the Company 

agreed to the Term Loan.

82 Under the Term Loan, Roan’s repayment obligations 

would be accelerated upon a change of control transaction.83 Specifically, if a 

change of control were to occur, Roan would be required to pay the Term Loan’s 

lenders: (1) all accrued and unpaid interest; (2) a 1% repayment premium; and (3) 

if the Term Loan had been drawn for less than one year, the amount of interest that 

would have accrued if the amount borrowed had been outstanding for one year.84 

Before agreeing to the Term Loan, Roan had a “special committee of disinterested 

79 Id.

80 Id.

81 Compl. ¶ 133.

82 Id. ¶ 135. At the Merger’s signing, Elliott and York owned 10.6% and 6% of Roan 

common stock respectively. Proxy at 115.

83 Compl. ¶ 136.

84 Id.
17

Board members” review and approve its terms.85 Plaintiff does not challenge the 

Term Loan or allege that its terms were unfair to the Company.86 On June 26, Roan 

drew down $50 million from the Term Loan to repay outstanding debt under a 

revolving credit facility.87

H. Roan Considers Initial Proposals from Strategic Buyers.

On July 24, 2019, three potential strategic buyers submitted initial proposals 

to Roan: Company B, Company G, and Citizen Buyer.88 Company B proposed an 

all-stock, merger of equals with Roan, where Roan’s stockholders would receive 

shares of Company B’s common stock.89 Company B also proposed that it would 

evenly split the new company’s equity with Roan’s stockholders.

90 On August 1, 

2019, the Board countered with terms that gave Roan’s stockholders a 75% equity 

stake in the new company.91 Company B responded by offering Roan’s stockholders 

60% of the new company, with a caveat that the new company would also have to 

85 Proxy at 76.

86 This was confirmed by Plaintiff’s counsel at oral argument. Dkt. 58 (“Hrg.”), 55:15–16 

(“We’re not challenging the terms of the loan.”).

87 Compl. ¶ 134.

88 Id. ¶ 98.

89 Id. ¶ 98(a).

90 Id.

91 Id.
18

raise $300 million to repay the two parties’ combined debt.92 The Board determined 

that the proposed equity raise was “unacceptable,” and Company B consequently 

withdrew from consideration on August 15, 2019.93

Company G’s proposal consisted of a stock-for-stock merger where the 

combined company would continue to be publicly traded and under the supervision 

of Company G’s management.94 This proposal did not contain details regarding an 

equity split among the stockholders of the two companies, but similar to Company 

B’s proposal, required a $400 million equity raise by the combined company.95 On 

September 12, 2019, Company G withdrew from consideration.96

Citizen Buyer’s initial proposal was a cash offer to acquire Roan for $2.50 per 

share, significantly below its initial indication of interest in April of $6.75.

97 On 

August 16, 2019, Citizen Buyer lowered its offer to $1.75 per share and 

communicated shortly thereafter its desire to quickly finalize a transaction.

98 Both 

offers constituted significant premia compared to where Roan was trading. On July 

92 Id.

93 Id.

94 Id. ¶ 98(b).

95 Id.

96 Id.

97 Id. ¶ 98(c).

98 Id. ¶ 99.
19

24, when Citizen Buyer made its initial proposal, Roan closed at $1.20 per share; on 

August 16, Roan’s price had fallen to $1.09 per share.99

On August 22, 2019, Roan submitted a counteroffer of $2.50 per share to 

Citizen Buyer’s second proposal.100 The next day, Citizen Buyer responded, saying 

that it would only pay as much as $1.85 per share and stressed that time was of the 

essence.101 On August 26, 2019, the Board agreed to proceed at $1.85 per share.102 

On September 26, Citizen Buyer reduced its offer to $1.50 per share.103 Eventually, 

the Board and Citizen Buyer settled on a price of $1.52 per share.104

I. The Merger Agreement Is Signed

On October 1, 2019, the Roan Board held a meeting where Citi and Jeffries 

separately presented their financial analyses and stated that the merger consideration 

that Roan’s stockholders would be receiving was “fair, from a financial point of 

view, to such holders.”105 During the same meeting, and following the presentations 

by Citi and Jeffries, the Board unanimously voted to approve the Agreement and 

99 Roan Resources Inc. Stock Price, STOCKINVEST.US, available at 

https://stockinvest.us/stock-price/ROAN?page=3 (last visited Dec. 27, 2021).

100 Compl. ¶ 101.

101 Id.

102 Id.

103 Id.

104 Id.

105 Proxy at 49–50.
20

Plan of Merger (the “Merger Agreement”).

106 Later that morning, before the U.S. 

markets had opened, Roan and Citizen Buyer issued a joint press release announcing

the Merger.107 The previous day, Roan’s stock closed at $1.23 per share.108 

Stockholders who held approximately 77% of Roan’s common stock entered into 

agreements with Citizen Buyer in which they agreed to vote in favor of the 

Merger.109 Among those stockholders were Lovoi, Elliott, and York.110 Also on 

October 1, the Board approved Gideon’s hiring as CEO, which was to be effective

as of September 29.111 In the press release announcing the Merger, the Company 

disclosed Gideon’s hiring, noting that he had been a former LINN executive.

112 The 

press release also stated that Mills had ceased to be an officer of the Company, but 

106 Id. at 50.

107 Id.

108 Roan Resources Inc. Stock Price, STOCKINVEST.US, available at 

https://stockinvest.us/stock-price/ROAN?page=2 (last visited Dec. 27, 2021).

109 Compl. ¶ 109.

110 Id.

111 Id. ¶ 107. On August 27, 2019, the Board decided to hire Gideon as CEO, contingent 

on the Merger’s completion. Id. ¶ 102.

112 See Roan Resources, Inc., Current Report (Form 8-K) (October 1, 2019) at 5, available 

at

https://www.sec.gov/Archives/edgar/data/0001326428/000119312519259889/d808728d8

k.htm. The court may consider this press release, which is referenced in the Complaint. 

See Compl. ¶ 107. 
21

would remain as a director.113 On October 9, 2019, the parties to the Declaratory 

Judgment Action agreed to dismiss the action with prejudice.114

On November 4, 2019 the Company filed a proxy statement with the United 

States Securities and Exchange Commission soliciting stockholder approval of the 

Merger (the “Proxy”). On November 27, 2019, the Company filed a supplement to 

the Proxy in response to multiple federal securities class action lawsuits challenging 

the Merger (the “Supplement”).115 The Company’s stockholders overwhelmingly 

approved the Merger on December 4, 2019.

116 The Merger closed two days later.117 

J. Procedural History

On May 22, 2020, Plaintiff filed her initial complaint.

118 In the initial 

complaint, Plaintiff alleged that all of Roan’s eight directors that approved the 

Merger Agreement—as opposed to the four Director Defendants named in the 

amended complaint—had breached their fiduciary duties to the Company’s 

113 Id.

114 See Woods, C.A. No. 2019-0374-AGB, Dkt. 45; Compl. ¶ 108.

115 See Dkt. 44, Ex. 7 (“Supplement”) at 2.

116 Compl. ¶ 110; Dkt. 44, Ex. 8. There were 136,875,069 votes cast in favor of the Merger, 

while 540,446 shares voted against the Merger. Dkt. 44, Ex. 8. There were 21,567 shares 

that abstained. Id. According to the Proxy, there were 154,333,746 shares issued and 

outstanding and entitled to vote on the Merger. Proxy at 2. Thus, over 88% of all eligible 

shares were voted in favor of the Merger. 

117 Compl. ¶ 110.

118 See Dkt. 1.
22

stockholders or aided and abetted others in so doing.119 The initial complaint also 

alleged that Elliott and York were two of Roan’s controlling stockholders that were 

liable for breaches of fiduciary duty.

120 Plaintiff’s initial complaint also asserted that 

Warburg Pincus, Citizen Buyer, and Citizen Energy Pressburg, Inc. (Citizen Buyer’s 

acquisition vehicle) aided and abetted all eight directors in their breaches of fiduciary 

duty.121

On September 28, 2020, Plaintiff filed an amended complaint containing three 

causes of action, which this opinion refers to as Counts I through III.

122 Count I 

alleges that the four Director Defendants breached their fiduciary duties by engaging 

in a sale process that ultimately undervalued the Company in exchange for benefits 

that were unique to them.123 Additionally, Plaintiff alleges that the Director 

Defendants failed to provide the Company’s stockholders with “all material 

information necessary to cast an informed vote on the Merger” via a deficient

Proxy.

124 In Count II, Plaintiff alleges that Lovoi, JVL, Paul Loyd, Raleigh, and 

Roan Holdings violated their fiduciary duties to the Company in their capacity as 

119 Id. ¶¶ 8–15, 84–88.

120 Id. ¶¶ 21, 89–90.

121 Id. ¶¶ 22–25, 110–13.

122 See Dkt. 34.

123 See Compl. ¶¶ 158–62.

124 Id. ¶ 161.
23

controlling stockholders based on a nearly identical theory to that alleged in Count 

I.

125 Count III alleges that Gideon and Mills breached their fiduciary duties in their 

capacities as officers of the Company.126 Specifically, Plaintiff alleges that Mills 

and Gideon failed to ensure that the Proxy disclosed all material information to 

Roan’s stockholders, and thus, the stockholders could not make a fully-informed 

vote on the proposed Merger.127

125 See id. ¶¶ 163–67. Plaintiff asserts the same theory in two of her substantive counts. 

Compare Compl. ¶ 161:

In addition, by agreeing to the Merger, the Director Defendants capped the 

price of ROAN’s stock at a price that did not adequately reflect ROAN’s true 

value. Moreover, the Director Defendants failed to sufficiently inform 

themselves of ROAN’s value, or disregarded the true value of the company, 

in an effort to benefit themselves,

with Compl. ¶ 166:

In addition, by agreeing to the Merger, Lovoi/JVL, Paul Loyd, Raleigh, and 

Roan Holdings capped the price of ROAN stock at a price that did not 

adequately reflect its true value. Moreover, Lovoi/JVL, Paul Loyd, Raleigh, 

and Roan Holdings failed to sufficiently inform themselves of ROAN’s 

value, or disregarded the true value of ROAN, in an effort to benefit 

themselves.

Plaintiff seems to have merely recycled the claim from an entirely different complaint. See 

In re Saba Software, Inc. S’holder Litig., 2017 WL 1201108, at *18 (Del. Ch. Mar. 31, 

2017), as revised (Apr. 11, 2017) (quoting the complaint):

In addition, by agreeing to the Merger, the Individual Defendants capped the 

price of Saba stock at a price that does not adequately reflect the Company's 

true value. Moreover, the Individual Defendants disregarded the true value 

of the Company, in an effort to benefit themselves.

126 See Compl. ¶¶ 168–73.

127 Id. ¶ 173.
24

On October 12, 2020, Defendants filed a motion to dismiss the Complaint.128 

Following briefing,129 the court heard argument on Defendants’ motion on 

September 21, 2021.

II. ANALYSIS

On a motion to dismiss for failure to state a claim under Court of Chancery 

Rule 12(b)(6):

(i) all well-pleaded factual allegations are accepted as true; (ii) even 

vague allegations are well-pleaded if they give the opposing party 

notice of the claim; (iii) the Court must draw all reasonable inferences 

in favor of the non-moving party; and ([iv]) dismissal is inappropriate 

unless the plaintiff would not be entitled to recover under any 

reasonably conceivable set of circumstances susceptible of proof.

Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002) (internal citations and 

quotation marks omitted). Although the pleading standards are minimal, Central 

Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 536 (Del. 

2011), “a trial court is required to accept only those ‘reasonable inferences that 

logically flow from the face of the complaint’ and ‘is not required to accept every 

strained interpretation of the allegations proposed by the plaintiff,’” In re Gen. 

128 See Dkt. 36. Gideon was not included in this motion, but subsequently moved to dismiss 

the Complaint on October 27, 2020. See Dkt. 40. 

129 See Dkt. 41, Defendants’ Opening Brief in Support of Motion to Dismiss Verified 

Amended Class Action Complaint (“Defs.’ Op. Br.”); Dkt. 48, Brief in Opposition to 

Defendants’ Motion to Dismiss the Verified Amended Class Action Complaint (“Pl.’s Ans. 

Br.”); Dkt. 49, Defendants’ Reply Brief in Support of Motion to Dismiss Verified 

Amended Class Action Complaint (“Defs.’ Reply Br.”).
25

Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede 

v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). The court need not “simply accept 

conclusory allegations unsupported by specific facts, nor . . . draw unreasonable 

inferences in the plaintiff’s favor.” Clinton v. Enter. Rent-A-Car Co., 977 A.2d 892, 

895 (Del. 2009). “Moreover, a claim may be dismissed if allegations in the 

complaint or in the exhibits incorporated into the complaint effectively negate the 

claim as a matter of law.” Malpiede, 780 A.2d at 1083.

The Complaint asserts claims against three groups of defendants: the Director 

Defendants (Lovoi, Paul Loyd, Raleigh, and Tripodo); the “Alleged Controllers” 

(Lovoi, JVL, Roan Holdings, Paul Loyd, and Raleigh); and the Officer Defendants

(Mills and Gideon). I first address Plaintiff’s claims against the alleged controlling 

stockholders. Next, I consider Defendants’ argument that the Merger was approved 

by a fully informed and uncoerced majority of Roan’s stockholders and, thus, was 

cleansed under Corwin v. KKR Financial Holdings LLC, 125 A.3d 304, 312 (Del. 

2015). I then address the fiduciary duty claims against the Director Defendants and 

the Officer Defendants.

A. The Standards of Review and Exculpation

“Delaware’s default standard of review is the business judgment rule.” 

Frederick Hsu Living Tr. v. ODN Holding Corp., 2017 WL 1437308, at *25 (Del. 

Ch. Apr. 14, 2017). Under this deferential standard, the court examines whether a 
26

business decision “was rational in the sense of being one logical approach to 

advancing the corporation’s objectives.” Id. (internal citations omitted).

Delaware’s most stringent standard—entire fairness review—will override 

the business judgment rule “when the board labors under actual conflicts of interest.”

In re Trados Inc. S’holder Litig. (“Trados II”), 73 A.3d 17, 44 (Del. Ch. 2013). It 

also applies if the plaintiff demonstrates that a transaction involves a conflicted 

controller. Tornetta v. Musk, 250 A.3d 793, 798, 800 (Del. Ch. 2019). If entire 

fairness applies, the defendants must establish that the transaction was the product 

of fair dealing and fair price. Cinerama, Inc. v. Technicolor, Inc., 663 A.2d 1156, 

1163 (Del. 1995).

Between business judgment and entire fairness lies an intermediate standard 

of enhanced scrutiny. Under that standard, the fiduciaries must establish the 

reasonableness of their actions. See Firefighters’ Pension Sys. of City of Kansas 

City, Missouri Tr. v. Presidio, Inc., 251 A.3d 212, 249 (Del. Ch. 2021) (“Framed 

generally, enhanced scrutiny requires that the fiduciary defendants ‘bear the burden 

of persuasion to show that their motivations were proper and not selfish’ and that 

‘their actions were reasonable in relation to their legitimate objective.’” (quoting 

Mercier v. Inter-Tel (Del.), Inc., 929 A2d 786, 810 (Del. Ch. 2007)). Enhanced 

scrutiny applies in the sale of a corporation for cash. See Revlon, Inc. v. MacAndrews 

& Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986); In re Mindbody, Inc., 2020 WL 
27

5870084, at *13 (Del. Ch. Oct. 2, 2020) (observing that a “cash-for-stock Merger 

[is] a final-stage transaction presumptively subject to enhanced scrutiny under 

Revlon”). In this context, the directors must establish both the reasonableness of 

their decision-making process and the reasonableness of their action in light of the 

existing circumstances. Paramount Commc’ns, Inc. v. QVC Network, Inc., 67 A.2d

34, 45 (Del. 1994); Presidio, 251 A.3d at 249. 

As Vice Chancellor Laster recently discussed in Presidio, even when a higher 

standard of review is employed to evaluate a fiduciary’s conduct, the failure to meet 

that standard “does not lead ineluctably to liability for the fiduciaries who made the 

decision.” Presidio, 251 A.3d at 250. Thus, even where entire fairness or enhanced

scrutiny applies, “a plaintiff can recover monetary damages for a breach of the duty 

of loyalty only by proving that the fiduciary harbored self-interest adverse to the 

stockholders’ interests, acted to advance the self-interest of an interested party . . . ,

or otherwise acted in bad faith.” Id. at 253 (quotations and bracketing omitted). To 

recover damages for a breach of the duty of care, the plaintiff must establish that the 

fiduciary was grossly negligent. Id. And, as here, where the corporation’s certificate 

of incorporation contains an exculpatory provision adopted pursuant to 8 Del. C.
28

§ 102(b)(7),130 no monetary liability can be had against the directors for any breach 

of the duty of care. Corwin, 125 A.3d at 312. Thus, to survive a motion to dismiss, 

Plaintiff’s claims against the Director Defendants must allege that these defendants 

either breached their respective duties of loyalty or acted in bad faith. See In re 

Essendant, Inc. S’holder Litig., 2019 WL 7290944, at *7 (Del. Ch. Dec. 30, 2019) 

(citing In re Cornerstone Therapeutics Inc, S’holder Litig., 115 A.3d 1173, 1175, 

1179–80 (Del. 2015)).

B. Does the Complaint State a Claim for Breach of Fiduciary Duty by 

a Conflicted Controlling Stockholder?

Count II alleges that Lovoi, JVL, Roan Holdings, Paul Loyd, and Raleigh i.e., 

the Alleged Controllers, breached their fiduciary duties as controlling stockholders 

of Roan and their conduct is subject to entire fairness review. The Defendants have 

moved to dismiss for failure to state a claim. Their primary defense relies upon 

Corwin cleansing. Plaintiff argues that Corwin is inapplicable, and even if it were 

applicable, Defendants cannot satisfy it.

Under Corwin, “when a transaction not subject to the entire fairness standard 

is approved by a fully informed, uncoerced vote of the disinterested stockholders, 

130 Dkt. 42, Ex. 1 art. IX. The court can take judicial notice of the Company’s certificate 

of incorporation in deciding a motion to dismiss. McPadden v. Sidhu, 964 A.2d 1262, 1273 

n.28 (Del. Ch. 2008).
29

the business judgment rule applies.” Corwin, 125 A.3d at 309. Corwin cleansing is 

available only if the transaction is not subject to the entire fairness standard ab initio. 

Larkin v. Shah, 2016 WL 4485447, at *13 (Del. Ch. Aug. 15, 2016). “A transaction 

involving a non-conflicted controlling stockholder is subject to Corwin cleansing.” 

Presidio, 251 A.3d at 254–55. Therefore, as to Count II, the threshold issue is 

whether Corwin cleansing is available. That issue turns on whether the Merger 

involved a conflicted controlling stockholder. Thus, I will determine the 

applicability of entire fairness ab initio, which, if applicable, would preclude Corwin

cleansing. In the below analysis, I will consider whether the Complaint alleges facts 

from which it is reasonably conceivable that (1) at least one of the Alleged 

Controllers was a controlling stockholder, and (2) if so, were they conflicted as to

the Merger. See In re Crimson Expl. Inc. S’holder Litig., 2014 WL 5449419, at *14 

(Del. Ch. Oct. 24, 2014).

1. The Controller Theories

“Under Delaware law, a controller owing fiduciary duties arises in two 

circumstances: (1) the alleged controller owns more than 50% of the voting power 

of a corporation or (2) owns less than 50% of the voting power of the corporation 

but exercises control over the business affairs of the corporation.” In re Vaxart, Inc. 

S’holder Litig., 2021 WL 5858696, at *15 (Del. Ch. Nov. 30, 2021) (quoting In re 

GGP, Inc. S’holder Litig., 2021 WL 2102326, at *12 (Del. Ch. May 25, 2021)) 
30

(internal quotations omitted). In the latter circumstance, the plaintiff must plead 

facts to support a reasonable inference that the defendant either controlled (1) “the 

corporation’s business affairs in general” or (2) “the corporation specifically for 

purposes of the challenged transaction.” Voigt v. Metcalf, 2020 WL 614999, at *11 

(Del. Ch. Feb. 10, 2020).

Plaintiff asserts that she has alleged sufficient facts to find all five Alleged 

Controllers were controlling stockholders under both prongs of the test. First, 

Plaintiff contends that Lovoi owns a majority of Roan’s voting power i.e., de jure

control.131 Second, Plaintiff argues that the “Alleged Controllers collectively 

exercised de facto control over the Company, even if their combined ownership of 

Roan did not exceed 50%.132

Plaintiff argues that Lovoi owned a majority of Roan after aggregating his 

various holdings. Plaintiff points to the Proxy as the basis for this allegation. The 

relevant portion of the Proxy states:

JVL indirectly and beneficially owns approximately a 74.14% interest 

in Roan Holdings and has a contractual right to appoint a majority of 

the members of the board of managers of Roan Holdings. Mr. Lovoi 

may be deemed to share dispositive power over the securities held 

directly and indirectly by JVL, Roan Holdings and other entities 

131 Pl.’s Ans. Br. 16.

132 Id.
31

managed by JVL and may therefore be deemed to be the beneficial 

owner of these shares of Company Common Stock.133

Based on the Proxy, Plaintiff asserts that because JVL was entitled to appoint a 

majority of the members of the Roan Holdings board of managers, Lovoi effectively 

controlled Roan Holdings through his control of JVL. According to Plaintiff, Roan 

Holdings owned 49.7% of Roan’s common stock, which Lovoi ultimately 

controlled.

134 When combined with additional Roan stock held by other entities 

under Lovoi’s control, Lovoi controlled 50.8% of Roan’s voting power.

135 

Defendants do not dispute this contention. Defendants concede, for purposes 

of this motion, that Lovoi was Roan’s controlling stockholder.

136 Therefore, at this 

stage of the proceedings, it is reasonably conceivable that Lovoi was a controller of 

Roan.

Plaintiff also alleges that JVL, Roan Holdings, Paul Loyd, and Raleigh “were 

each beneficial owners of the same 49.7% block of [Roan] stock” that was owned 

by Roan Holdings.137 Again, Plaintiff points to the Proxy in support of her

allegation:

133 Proxy at 71; see Compl. ¶ 121.

134 Compl. ¶ 120.

135 Id. ¶ 122.

136 See Defs.’ Op. Br. 24–25; Defs.’ Reply Br. 7; Hrg. 8:22–9:8.

137 Pl.’s Ans. Br. 16; see Compl. ¶ 120.
32

In addition to being directors of the Company, Messrs. Loyd and 

Raleigh are members of the board of managers of Roan Holdings, 

appointed to such position by JVL pursuant to JVL’s contractual right 

to appoint a majority of the members of the board of managers of Roan 

Holdings. Messrs. Loyd and Raleigh may be deemed to share 

dispositive power over the securities held by Roan Holdings and may 

therefore be deemed to be beneficial owners of these shares of 

Company Common Stock.138

Under both of Plaintiff’s controlling stockholder theories—which are not pled 

alternatively—five persons (both natural and corporate) are each individual 

controlling stockholders.139 Plaintiff cites no authority and no facts to support her 

contention that Paul Loyd or Raleigh was a controlling stockholder of Roan or that 

they were, collectively with Lovoi, controlling stockholders. At oral argument, 

Plaintiff’s counsel conceded that the only basis for alleging that Raleigh and Paul 

Loyd were controlling stockholders is their having been designated as directors by 

138 Proxy at 71; see Compl. ¶ 121.

139 At oral argument, Plaintiff’s counsel alluded to pleading a control group. Hrg. 58:4–

12. But neither the Complaint nor Plaintiff’s briefing on this motion addresses such a 

theory. To have adequately pleaded a control group, Plaintiff would have had to 

demonstrate that the Alleged Controllers were “connected in some legally significant 

way—such as by contract, common ownership, agreement, or other arrangement—to work 

together toward a shared goal.” Sheldon v. Pinto Tech. Ventures, L.P., 220 A.3d 245, 251–

52 (Del. 2019) (internal quotations omitted). Plaintiff must have alleged “more than a mere 

concurrence of self-interest among” the Alleged Controllers; “there must [have been] some 

indication of an actual agreement.” Id. at 252 (internal quotations omitted). Plaintiff has 

not alleged that the Alleged Controllers had an agreement to exert their collective power 

toward a share goal. Just as a plaintiff may not amend her complaint through her brief, 

California Pub. Emps.’ Ret. Sys. v. Coulter, 2002 WL 31888343, at *12 (Del. Ch. Dec. 18, 

2002), she may not do so at oral argument.
33

Lovoi.140 The Complaint does not allege that Raleigh and Paul Loyd are part of a 

“control group.” Nor does the Complaint allege facts that would support their being 

considered part of a control group. Plaintiff offers no legal support for the assertion 

that a director becomes a controlling stockholder merely because he or she is 

designated by a controlling stockholder. I reject this unsupported theory. See Frank 

v. Elgamal, 2014 WL 957550, at *22 (Del. Ch. Mar. 10, 2014) (“Merely because a 

director is nominated and elected by a large or controlling stockholder does not mean 

that he is necessarily beholden to his initial sponsor.”). 

As for JVL and Roan Holdings, the Complaint alleges they each own 49.7% 

of Roan’s voting power. For purposes of this decision, I need not decide whether 

Plaintiff has alleged facts to support a reasonable inference that JVL and Roan 

Holdings are also controlling stockholders of Roan. Even assuming that they are, 

and owed fiduciary duties to Plaintiff, the Complaint does not state a claim against 

them for breach of fiduciary duty.141 

140 Hrg. 58:4–11 (“So the controllers we’re focusing is Mr. Lovoi, JVL, and the two 

designee directors, Mr. Raleigh and Mr. Loyd, and I think that’s who we referred to as the 

control group, and I think JVL and Lovoi are the easier . . . it’s easier to check the box with 

them too, and Raleigh and Loyd I think is just by designation that we’re including them.”).

141 Plaintiff’s authority for her de facto control theory is inapposite. While the minority 

stockholders in Plaintiff’s cited cases were found to be controllers, they were all also found 

to have dominated their respective corporations or boards of directors. In this case, 

Plaintiff does not explain how the Alleged Controllers under her de facto theory dominated 

the Board. See FrontFour Cap. Grp. LLC v. Taube, 2019 WL 1313408, at *22 (Del. Ch. 

Mar. 11, 2019) (“[plaintiff] has proven that at least half of the Special Committee members 
34

2. The Alleged Conflicts

The presence of a controller during a transaction will not trigger entire fairness 

review on its own; the controller must be conflicted as well. Crimson, 2014 WL 

5449419, at *12. “A controller engages in a conflicted transaction when (1) the 

controller stands on both sides; or (2) the controller competes with the common 

stockholders for consideration.” In re Viacom Inc. S’holders Litig., 2020 WL 

7711128, at *11 (Del. Ch. Dec. 29, 2020) (internal quotations omitted). The court 

has identified three examples within this latter category: “(1) where the controller 

receives greater monetary consideration for its shares than the minority stockholders; 

(2) where the controller takes a different form of consideration than the minority 

stockholders; and (3) where the controller gets a unique benefit by extracting 

were not independent from the [controllers]”); In re Zhongpin Inc. S’holders Litig., 2014 

WL 6735457, at *9 (Del. Ch. Nov. 26, 2014) (finding that the controller “possessed active 

control over [the company’s] day-to-day operations” and that the company “relied so 

heavily on him to manage its business and operations that his departure from [the company] 

would have had a material adverse impact on the [c]ompany”), rev’d on other grounds, sub 

nom. In re Cornerstone Therapeutics Inc, S’holder Litig., 115 A.3d 1173 (Del. 2015); 

Williamson v. Cox Commc’ns, Inc., 2006 WL 1586375, at *5 (Del. Ch. June 5, 2006) 

(reasonable to infer controllers where the corporation “depended on their cooperation” 

because they were its “only significant customers” and held veto power over the board’s 

decision making); Calesa Assocs., L.P. v. Am. Cap., Ltd., 2016 WL 770251, at *10 (Del. 

Ch. Feb. 29, 2016) (“Plaintiffs have pled sufficient facts to demonstrate that a majority of 

the Board was under the actual control and influence of ACAS”). Here, Plaintiff has not 

shown how Paul Loyd or Raleigh could have individually dominated Roan or its Board. 

Rather, under her de jure theory of control, Lovoi was able to exert control over the other 

Alleged Controllers. Therefore, Plaintiff’s de facto control theory is not reasonably 

conceivable.
35

something uniquely valuable to the controller, even if the controller nominally 

receives the same consideration as all other stockholders.” IRA Tr. FBO Bobbie 

Ahmed v. Crane, 2017 WL 7053964, at *6 (Del. Ch. Dec. 11, 2017) (internal 

quotations and citations omitted). A complaint pleading the latter category must also 

allege an improper diversion of consideration that would otherwise have gone to the 

stockholders. In re Martha Stewart Living Omnimedia, Inc. S’holder Litig., 2017 

WL 3568089, at *13 & n.50 (Del. Ch. Aug. 18, 2017).

Here, Plaintiff contends that the Alleged Controllers were conflicted because 

they stood on both sides of the Merger and stood to gain unique benefits to the 

exclusion of the other stockholders. I have already determined that Paul Loyd and 

Raleigh are not controlling stockholders. Therefore, I address Plaintiff’s controlling 

stockholder theory as to Lovoi, JVL, and Roan Holdings.

a. Lovoi, JVL, and Roan Holdings Did Not Stand on Both 

Sides of the Merger.

Plaintiff argues that Lovoi, JVL, and Roan Holdings stood on both sides of 

the transaction, but they make no allegation that any of those defendants had any 

financial interest in Citizen Buyer. Instead, they conjure theories that are 

unsupported. First, Plaintiff argues that Lovoi, JVL, and Roan Holdings were on 

both sides of the transaction because Woods, Woodard, and Augsburger are 

members of Roan Holdings, Woods serves as one of its four managers, and they had 
36

“a direct say in how its 49.7% block [of Roan stock] was voted.”142 But this theory 

is directly contradicted by the allegation that Lovoi and JVL control Roan Holdings. 

It is also contradicted by the allegations that Woods, Woodard, and Augsburger were 

being marginalized by Lovoi and JVL in Roan Holdings. Thus, it is not reasonably 

conceivable that Lovoi, JVL, or Roan Holdings stood on both sides of the transaction 

on this theory.

Second, the mere fact that Woods, Woodard, and Augsburger were affiliated 

with Citizen Buyer, placing them on the buy side of the Merger, does not place 

Lovoi, JVL, and Road Holdings on the buy side, too. Again, Plaintiff cites no 

persuasive factual or legal argument to support this theory. The allegation that JVL 

and Lovoi had a prior history of co-investment with Woods, Woodard, and 

Augsburger does not place JVL and Lovoi on the other side of the Merger.

Third, the fact that Lovoi and/or JVL may have owed fiduciary duties to 

Woods, Woodard, and Augsburger as members of Roan Holdings does not create a 

dual fiduciary conflict. The duties owed to Woods, Woodard, and Augsburger were 

in their capacities as members of Roan Holdings. Roan Holdings’ only asset was its 

interest in Roan.

142 Pl.’s Ans. Br. 21.
37

i. Lovoi, JVL, and Roan Holdings Did Not Have a

Dual Fiduciary Conflict

A dual fiduciary conflict exists if an individual owes multiple fiduciary 

obligations and the interests associated with those obligations are not aligned. 

Trados II, 73 A.3d at 46–47. Plaintiff contends that Lovoi “owed conflicting 

contractual and fiduciary duties to both Citizen Buyer’s Principal’s [sic] and 

[Roan’s] stockholders, creating a classic dual fiduciary conflict and [] causing [him] 

to stand on both sides of the Merger.”143 Plaintiff cites to three sets of facts in the 

Complaint in support of her theory. First, Woods was one of Roan Holdings’ four 

managers.144 Second, the Arbitration Action alleges that Lovoi owed a fiduciary 

duty to Woods, Woodard, Augsburger, and Roan Holdings.145 Third, Lovoi owed a 

fiduciary duty to Roan’s stockholders as Roan’s controller.146 It is unclear, though, 

how these facts show that Lovoi’s fiduciary duties were misaligned on the buy side 

of the transaction.

The claimants in the Arbitration Action alleged that Lovoi and the other 

respondents breached their fiduciary duties to Roan Holdings and its members, 

143 Pl.’s Ans. Br. 24.

144 Id. (citing Compl. ¶¶ 64, 68, 128).

145 Id. (citing Compl. ¶¶ 65, 91); Arbitration Action at 15.

146 Pl.’s Ans. Br. 24 (citing Compl. ¶¶ 16–18, 21–22).
38

which included the Citizen Principals.

147 The Arbitration Action thus alleges that 

Lovoi owed the Citizen Principals a fiduciary duty through their membership in 

Roan Holdings, not via their affiliation with Citizen Buyer or any of its affiliates. 

Additionally, Roan Holdings was on the same side of the Merger as Roan through 

its 49.7% ownership stake in the Company, aligning the two entities’ respective 

interests. Therefore, neither Lovoi, JVL, nor Roan Holdings had a dual fiduciary 

conflict vis a vis the Merger. See, e.g., Trados II, 73 A.3d at 46–47 (holding that 

seller’s directors were conflicted dual fiduciaries where those directors were also 

partners in funds that were invested in seller and received liquidation preferences 

during merger).

ii. Lovoi, JVL, and Roan Holdings’ Purported 

Financial Interests in Citizen Buyer

Plaintiff next argues that Lovoi, JVL, and Roan Holdings were on both sides 

of the Merger because unspecified funds managed by JVL had some preexisting, 

unspecified “interest” in a Citizen affiliate.148 This does not create a pleadings-stage 

inference that Lovoi, JVL, or Roan Holdings stood on both sides of the Merger. 

Plaintiff asserts that to be considered on both sides of the transaction, “a controller 

need merely have an economic interest in the buyer—not be its owner or controller 

147 See Arbitration Action at 15, 10, 6.

148 Compl. ¶ 66.
39

as well.”149 The cases upon which Plaintiff relies do not support her allegations in 

this case.

In William Penn Partnership v. Saliba, 13 A.3d 749, 752 (Del. 2011), the 

conflicted fiduciaries owned 50% of the equity of the seller, served as its managing 

partners, owned 40% of the acquiror, and formed a majority of the acquiror’s board 

of directors. Similarly, in In re BGC Partners, Inc. Derivative Litigation, 2019 WL 

4745121 (Del. Ch. Sept. 30, 2019), defendant Howard Lutnick and two affiliates 

owned 60% of the voting power of the buyer, controlled an affiliate of the seller, and 

Lutnick “personally stood to receive almost 47% of every dollar that [the buyer] 

allegedly overpaid for [the asset] because Lutnick’s economic interest in [the 

affiliate of the seller] far exceeded his economic interest in [the buyer].” Id. at *9. 

Contrary to Plaintiff’s assertions, and unlike in BGC, Plaintiff has not shown that 

Lovoi sits “on top of a complicated web of affiliated entities and appear[s] on both 

sides of the Transaction.”150 Cf. id. at *2 (explaining that Lutnick sat “on top of a 

complicated web of affiliated entities and appear[ed] on both sides of the 

Transaction”). 

In Katell v. Morgan Stanley Group, Inc., 1993 WL 10871 (Del. Ch. Jan. 14, 

1993), Morgan Stanley was “presumed interested, since it allegedly appeared on 

149 Pl.’s Ans. Br. 28.

150 See id. at 29; Hrg. 51:2–10.
40

both sides of the transaction,” but only because it “was not only involved in the . . . 

transaction as the seller, but had affiliates involved as the buyers.” 1993 WL 10871, 

at *5. Here, Plaintiff has not alleged that Citizen Buyer is a Lovoi, JVL, or Roan 

Holdings affiliate.

Unlike in Saliba, BGC, and Katell, there are no allegations that Lovoi, JVL, 

or Roan Holdings were buyers or managers of Citizen Buyer. There are no 

allegations that Lovoi, JVL, or Roan Holdings had a buy-side interest in the 

transaction. To the contrary, the Complaint alleges that “Citizen Buyer and its 

affiliated entities are managed and controlled by” Woods, Woodard, and 

Augsburger.151 The allegation that “funds managed by JVL continued to have an 

interest” in Citizen III, which was created in 2017,152 does not create a pleadingsstage inference that Lovoi, JVL, or Roan Holdings stood on both sides of the 

transaction.153 The Complaint does not allege anything about that supposed 

“interest” held by funds managed by JVL, let alone a buy-side interest in the Merger. 

Thus, Plaintiff cannot even satisfy her own (inaccurate) articulation of the law 

concerning conflicted fiduciaries. The Complaint does not allege that Lovoi, JVL, 

151 Compl. ¶ 3.

152 Id. ¶ 66 (italics omitted).

153 Furthermore, this allegation is contradicted in the very next paragraph of the Complaint, 

which alleges: “Citizen Buyer . . . appears to wholly own Citizen III.” Id. ¶ 67.
41

or Roan Holdings had “an economic interest in the buyer.”154 Accordingly, Plaintiff 

has not alleged that Lovoi, JVL, or Roan Holdings stood on both sides of the 

transaction, triggering entire fairness review.

b. Lovoi, JVL, and Roan Holdings Did Not Receive a 

Unique Benefit Not Shared with the Other 

Stockholders.

“The second variety of controller transactions implicating entire fairness 

review involves situations where the controller does not stand on both sides of the 

transaction, but nonetheless receives different consideration or derives some unique 

benefit from the transaction not shared with the common stockholders.” Crimson, 

2014 WL 5449419, at *12. Plaintiff contends that Lovoi, JVL, and Roan Holdings

received two forms of consideration that the remainder of Roan’s stockholders did 

not receive, i.e., the resolution of the Arbitration Action and repayment of the Term 

Loan. 

i. Resolution of the Arbitration Action

Plaintiff contends that the Citizen Principals used the pending Arbitration 

Action to pressure Lovoi, JVL, and Roan Holdings into selling Roan at an unfair 

154 See Pl.’s Ans. Br. 28. Plaintiff contends she has further established that Lovoi, JVL, 

and Roan Holdings stood on both sides of the Merger because the parties to the Separation 

Agreement, including Lovoi and JVL, “agreed to enter into a series of transactions,” 

meaning their financial and contractual ties would persist. Id. at 26–27 (citing Compl. ¶¶ 

66–68, 127). But that vague allegation as to an agreement to enter into unspecified other 

transactions does not create a reasonable inference that Lovoi, JVL, or Roan Holdings had 

a financial interest in the buy side of the Merger.
42

price. In support of her contention, Plaintiff points to the timeline of events.

155 First, 

the Acquirors, including Citizen Buyer, which was led by the Citizen Principals,156

approached Lovoi to purchase Roan. Two weeks later, the Citizen Principals filed 

the Arbitration Action, threatening Lovoi, JVL, and Roan Holdings’ control over 

Roan. And immediately following that filing, the Acquirors offered Lovoi the 

opportunity to roll over his equity in the event of a merger. Plaintiff asserts that 

Lovoi, JVL, and Roan Holdings were likely to lose both the Arbitration Action and 

the related Declaratory Judgment Action and were therefore incentivized to tie “the 

progression of the Arbitration and Declaratory Judgment Actions to the Merger 

negotiations” so as to appease the Citizen Principals.157 According to Plaintiff, the 

voluntary dismissal of the Declaratory Judgment Action eight days after the signing 

of the Merger Agreement is further evidence of a “classic quid pro quo.”158

Plaintiff does not allege that Lovoi, JVL, and Roan Holdings were bound to 

lose the Arbitration Action. Indeed, the facts alleged in the Complaint cannot sustain 

such a claim. See In re Riverstone Nat’l, Inc. S’holder Litig., 2016 WL 4045411, at 

*8 (Del. Ch. July 28, 2016) (reasoning that “[i]f a conclusory allegation” relating to 

155 See Pl.’s Ans. Br. 30–31.

156 Compl. ¶ 126.

157 Pl.’s Ans. Br. 31.

158 Id.
43

potential litigation “was sufficient to show that directors were interested in [a] 

merger, much ground for strike suits and other mischief would be possible”); see 

also In re AmTrust Fin. Servs., Inc. S’holder Litig., 2020 WL 914563, at *11 (Del. 

Ch. Feb. 26, 2020) (agreeing with the reasoning in Riverstone). Plaintiff points to 

an August 15, 2019 hearing in the Declaratory Judgment Action where the court 

expressed skepticism as to the plaintiffs’ ability to challenge the arbitrability of the 

Arbitration Action. But the issue there was solely whether the claims were 

arbitrable, not the merits of the Arbitration Action itself.159 

I am not persuaded that there are well-pleaded facts to support the theory that 

Lovoi and JVL extracted a unique benefit in the Merger arising from the Arbitration 

Action to the detriment of Roan’s stockholders. Nor does Plaintiff’s focus on the 

timeline lend credence to her theory that Lovoi, JVL, and Roan Holdings obtained a 

unique benefit by settling the Arbitration Action. The Roan Board had already been 

approached with a potential offer prior to the commencement of the Arbitration 

Action. Thus, the Complaint does not allege well-pleaded facts that Lovoi or JVL 

initiated the sale process, let alone having done so out of concern over a potential 

claim by Woods, Woodard, and Augsburger over Roan Holdings. Furthermore, 

given his significant equity ownership of Roan Holdings, the loss-of-control theory 

159 See Woods, 2019-0374-AGB, Dkt. 41 at 5:15–6:8, 9:17–10:13.
44

is unpersuasive. Plaintiff alleges Lovoi and JVL owned over 74% of the Roan 

Holdings equity, allowing them to control 49.7% of Roan. Lovoi also owned 

additional shares of Roan separate and apart from Roan Holdings. In the off chance 

that Lovoi might lose mathematical control over a majority of Roan’s voting power 

in a forced dissolution or distribution, he would still hold the largest block of Roan 

stock with at least 37%. In addition, Lovoi, Paul Loyd, and Raleigh (two directors 

that Plaintiff alleges were aligned with Lovoi and JVL) would constitute three of the 

eight Roan directors, which was classified through the 2020 annual meeting. Thus, 

the Arbitration Action presented no immediate threat to Lovoi’s board seat or those 

of the Roan Holdings designees.160 I am therefore not persuaded that the allegations 

of the Complaint support a reasonable inference that Lovoi, JVL, or Roan Holdings 

was motivated to sell the Company to Citizen Buyer at an unfair price due to any 

potential threat of loss of mathematical control over Roan as a result of the 

Arbitration Action. See Presidio, 251 A.3d at 258 (concluding complaint did not 

support a reasonable inference that controller was motivated to sell the company due 

to the possibility it would own only 42% of the company’s stock and would no longer 

be able to designate a mathematical majority of the board). There is also no 

160 Nor was there a credible threat that Lovoi would be removed as a director. The Roan 

certificate provides that directors can only be removed at a meeting of stockholders, and 

stockholders cannot act by written consent. Dkt. 42, Ex. 1 §§ 5.3 & 6.1.
45

allegation whatsoever as to the terms of any resolution of the Arbitration Action. 

There was no claim in that proceeding for money damages against Lovoi, JVL, or 

Roan Holdings, and Plaintiff does not allege that Lovoi, JVL, or Roan Holdings was 

motivated to sell Roan to Citizen Buyer in order to avoid a potential monetary 

judgment in the Arbitration Action. 

The Complaint also contains no allegations that Lovoi unfairly tilted the sale 

process toward Citizen Buyer. Roan considered at least two other offers once it 

began the sale process. According to the Complaint, the other two bidders exited 

the sale process on their own volition. And Plaintiff does not allege that Citizen 

Buyer’s bid was inferior to the other two bids. It is thus not reasonably conceivable

that Lovoi, JVL, or Roan Holdings obtained a unique benefit in the Merger due to 

resolution of the Arbitration Action to the detriment of the other Roan stockholders. 

ii. Repayment of the Term Loan

Plaintiff alleges that Lovoi and JVL obtained a unique financial benefit in the 

Merger through repayment of the Term Loan. At the time of the Merger, Roan owed 

JVL and other lenders $50 million that it drew from the Term Loan. Plaintiff does 

not allege JVL’s portion of the Term Loan. Around this time, Roan’s net debt 

“ballooned,” and therefore there were “concerns” regarding Roan’s ability to repay 
46

the Term Loan.161 According to Plaintiff, the Term Loan’s lenders would only 

receive an immediate and entire repayment of the $50 million Term Loan plus 

$6,550,807.41 in interest if Roan was sold in an all-cash transaction.162 Plaintiff 

argues that Roan could have pursued a more valuable transaction for its stockholders 

if not for Lovoi’s conflict that favored the Merger.163

The Complaint only makes conclusory allegations that Roan could have 

received greater value in an asset sale.164 Indeed, Roan engaged with financial 

advisors to consider strategic alternatives and entertained offers from multiple 

bidders.165 Plaintiff has not pleaded that any of the other options that Roan evaluated 

would have been more lucrative for its stockholders. Nor does Plaintiff allege that 

these alternatives would not have constituted a change of control under the Term 

Loan. The Complaint quotes a letter that was sent by one of Roan’s largest 

stockholders, Pelican Bay Capital Management, LLC (“Pelican Bay”), to the Board

voicing its “strong disagreement” with the Merger to bolster its argument, but that 

161 Pl.’s Ans. Br. 34; see Compl. ¶¶ 135–36.

162 See Pl.’s Ans. Br. 34; Compl. ¶¶ 136–37.

163 See Pl.’s Ans. Br. 34; Compl. ¶ 137.

164 See Compl. ¶¶ 136–37.

165 Id. ¶¶ 95, 98–99; Proxy at 37 (“On May 20, 2019, the Company publicly announced 

that it had engaged the Financial Advisors to assist the Company in evaluating strategic 

alternatives.”).
47

letter is likewise conclusory.166 While Pelican Bay argued that Roan received higher 

price targets by investment banking analysts, it did not state that a better deal was 

available. 

Plaintiff does not contend that the terms of the Term Loan itself were unfair

and conceded as much at oral argument.

167 Instead, Plaintiff relies entirely on the 

Term Loan’s existence to argue that Lovoi was improperly incentivized to pursue an 

all-cash transaction, which would trigger a repayment of the Term Loan before the 

Company became illiquid.

168 The Term Loan was negotiated, however, while the 

Company was actively pursuing a deal that would likely result in a change in control, 

and would thus be aware that a transaction would likely trigger the Term Loan’s 

change in control provision. Furthermore, following the Term Loan’s negotiation, 

all three initial proposals—contemplating either mergers or an acquisition—would 

surely have constituted a change in control. 

Plaintiff’s authority is also unpersuasive. In New Jersey Carpenters Pension 

Fund v. Infogroup, Inc., 2011 WL 4825888 (Del. Ch. Sept. 30, 2011), the court held 

that a director was interested in a merger where the complaint had pleaded facts 

166 See id. ¶¶ 116–17.

167 Hrg. 55:15–18 (“We’re not challenging the terms of the loan. We’re saying that the fact 

that JVL gave a loan, which the circumstances may be suspect or not, but that’s irrelevant 

for me.”).

168 Pl.’s Ans. Br. 35–36; Hrg. 55:19–21 (“What’s relevant is [Lovoi] only would get it paid 

back if the merger took place, and that’s a unique benefit.”).
48

demonstrating the director’s “desperate need of liquidity.” Id. at *9–10. There, the 

court found that the plaintiff had pleaded a “confluence of factors” evidencing that 

liquidity was material to this director: he had debts exceeding $25 million, was 

starting a business that would require “a significant amount of cash to fund the 

company’s launch,” and “had no discernible, significant sources of cash inflow.” Id.

at *9. Additionally, the complaint also alleged that the director “could not obtain 

the necessary magnitude of liquidity, absent a sale of the entire Company or a 

willingness to accept a significant liquidity discount on the sale of his block of 

shares.” Id. In making its determination, the court reasoned that the complaint 

adequately pleaded that this alleged liquidity benefit was material to the director—a 

requirement to plead that he was interested in the merger. Id. at *10. Here, however, 

Plaintiff has not pleaded facts showing that Lovoi or JVL were “desperate” for cash. 

Cf. Presidio, 251 A.3d at 258–59 (rejecting “liquidity-driven conflict theory” where 

plaintiff pled facts showing controller’s “extensive sales of over twenty-one million 

shares in four secondary offerings” and the additional liquidity that only a merger 

could provide); In re Merge Healthcare Inc., 2017 WL 395981, at *8 (Del. Ch. Jan. 

30, 2017) (rejecting similar theory where the complaint did not allege that the alleged 

controller was in financial distress or that his previous sales of stock resembled a 

“fire sale”).
49

Plaintiff’s citation to In re Ply Gem Industries., Inc. Shareholders Litigation, 

2001 WL 755133 (Del. Ch. June 26, 2001), is also inapt. There, the company’s CEO 

and Chairman of the Board, who owned more than a quarter of the company’s 

outstanding stock, “received payment for the termination of his employment contract 

and his non-competition agreement and the forgiveness of his debt to [the company]”

following the sale of the company. Id. at *6. The court determined that the CEO 

was interested in the transaction because the payment he received was a personal 

benefit that was not shared by the company’s other shareholders. See id. Here, the 

Complaint does not allege that Lovoi secured any of the personal benefits that were 

obtained by the CEO in Ply Gem. And while, in Ply Gem, the CEO owed a debt to 

the company, here, Roan owed JVL a portion of the Term Loan repayment.

Plaintiff has not demonstrated that Roan’s stockholders would have otherwise 

received additional consideration but for the Term Loan’s repayment—a 

requirement to establish that a conflict existed. See Martha Stewart Living, 2017 

WL 3568089, at *13 & n.50 (recognizing that, to sustain a disparate consideration 

claim, plaintiff must allege facts that, but for an improper side payment, the 

consideration would have gone to the stockholders); In re Straight Path Commc’ns, 

Inc. Consol. S’holder Litig., 2018 WL 3120804, at *13 (Del. Ch. June 25, 2018) 

(holding allegations that controlling stockholder insisted on settlement of 

indemnification claim supported a reasonable inference that the controller 
50

“improperly diverted proceeds that would have, if [he] had acted properly, ended up 

in the consideration paid to the target stockholders” (quoting Golaine v. Edwards, 

1999 WL 1271882, at *9 (Del Ch. Dec. 21, 1999))). It is thus not reasonably 

conceivable that Lovoi or JVL obtained a unique benefit and, thus, was conflicted 

due to the Term Loan.

* * *

Plaintiff has not alleged well-pleaded facts to create a reasonable inference 

that Lovoi, JVL, Roan Holdings, Paul Loyd, or Raleigh either stood on both sides of 

the Merger or obtained a unique benefit to the detriment of the other stockholders. 

Therefore, the Complaint does not state a claim against those defendants as 

conflicted controlling stockholders subject to entire fairness review of the Merger. 

Accordingly, Corwin cleansing is available.

C. Corwin Cleansing Applies.

Plaintiff argues that even if the Merger is not subject to entire fairness review

ab initio, it should still be subject to heightened scrutiny under Revlon. Defendants 

argue that Plaintiff has not stated a claim under Revlon, and Plaintiff’s claims must 

be dismissed under Corwin.

“[W]hen a transaction not subject to the entire fairness standard is approved

by a fully informed, uncoerced vote of the disinterested stockholders, the business

judgment rule applies.” Corwin, 125 A.3d at 309. Thus, an “uncoerced, informed 
51

stockholder vote is outcome-determinative, even if Revlon applied to the merger.” 

Id. at 308. Plaintiff does not argue that the stockholder vote was coerced. Plaintiff 

contends that Corwin does not apply because the vote was uninformed.

To determine the adequacy of the stockholder vote at the pleadings stage, the 

court must consider whether the “complaint, when fairly read, supports a rational 

inference that material facts were not disclosed or that the disclosed information was 

otherwise materially misleading.” Morrison v. Berry, 191 A.3d 268, 282 (Del.

2018). In this context, the materiality standard text is as follows:

An omitted fact is material if there is a substantial likelihood that a 

reasonable shareholder would consider it important in deciding how to 

vote. Framed differently, an omitted fact is material if there is a 

substantial likelihood that the disclosure of the omitted fact would have 

been viewed by the reasonable investor as having significantly altered 

the total mix of information made available. But, to be sure, this 

materiality test does not require proof of a substantial likelihood that 

disclosure of the omitted fact would have caused the reasonable 

investor to change his vote.

Id. at 282–83 (internal quotations and citations omitted); accord Mindbody, 2020 

WL 5870084, at *26.

“[T]here must be a substantial likelihood that the disclosure of the omitted 

fact would have been viewed by the reasonable investor as having significantly

altered the ‘total mix’ of information made available.” Malpiede v. Townson, 780 

A.2d 1075, 1086 (Del. 2001) (quoting TSC Indus., Inc. v. Northway, Inc., 426 U.S. 

438, 449 (1976)). “While disclosure allegations ‘need not be pleaded with 
52

particularity,’ some factual basis must be provided from which the Court can infer 

materiality of an identified omitted fact.” In re Novell, Inc. S’holder Litig., 2013 

WL 322560, at *13 (Del. Ch. Jan. 3, 2013) (quoting Loudon v. Archer-DanielsMidland Co., 700 A.2d 135, 146 (Del. 1997)). 

“Although a defendant asserting a defense under Corwin bears the burden of 

proving at trial that the stockholder vote was fully informed, a plaintiff bears the 

burden to plead disclosure deficiencies.” Mindbody, 2020 WL 5870084, at *26 

(citing In re Solera Hldgs., Inc. S’holder Litig., 2017 WL 57839, at *7–8 (Del. Ch.

Jan. 5, 2017)).

1. Relationships Between Roan and Citizen Buyer

Plaintiff argues that the Proxy failed to disclose numerous preexisting 

relationships and conflicts of interest between Roan and Citizen Buyer’s leadership. 

First, Plaintiff vaguely argues that “the Proxy failed to clearly and candidly disclose 

the long-standing, preexisting relationship and conflicting contractual and 

fiduciaries [sic] duties between Citizen Buyer’s Principals and the Controllers.”169 

Plaintiff provides no further clarity as to this assertion beyond stating that the 

Alleged Controllers had some unspecified “financial interests in a sale to Citizen 

169 Pl.’s Ans. Br. 38; see Compl. ¶ 139 (“[T]he Proxy failed to clearly and candidly disclose 

the long-standing, preexisting relationship between the leadership of Citizen Buyer 

(Woods, Woodard, and Augsburger) and [Roan’s] controlling stockholders and affiliated 

directors (Lovoi/JVL, Paul Loyd, Raleigh, Roan Holdings, and Tripodo).”).
53

Buyer,” citing her brief’s entire statement of facts and over one-third of the 

Complaint.170 See Loudon, 700 A.2d at 141 (“a pleader must allege that facts are 

missing from the proxy statement, identify those facts, state why they meet the 

materiality standard and how the omission caused injury”); In re Santa Fe Pac. 

Corp. S’holder Litig., 669 A.2d 59, 65–66 (Del. 1995) (“Conclusory allegations will 

not be accepted as true without specific supporting factual allegations. Nondisclosure claims must provide some basis for a court to infer that the alleged 

omissions were material.” (citations omitted)). I have already determined that the 

Complaint lacks well-pleaded allegations that any of the Defendants was a conflicted 

controlling stockholder in the Merger, and Plaintiff alleges no well-pleaded facts that 

any Defendant had a financial interest in Citizen Buyer.

171

Plaintiff alleges that the Proxy should have disclosed that the Citizen 

Principals “and their network of friends and family” collectively owned 26% of 

Roan Holdings and that Woods served on Roan Holdings’ board of managers.

172 

The Proxy discloses that JVL beneficially owns approximately 74.14% of Roan 

170 Pl.’s Ans. Br. 38–39.

171 Plaintiff alleges Citizen Buyer was wholly owned by Citizen Holdings and that Citizen 

Buyer “appears to wholly own Citizen III.” Compl. ¶ 67. There is no allegation that any 

Defendant has any ownership interest in any of those entities.

172 Compl. ¶ 139.
54

Holdings.173 And the Supplement discloses that “[a]n affiliate of Citizen [Buyer] 

owns a 7.6% interest in Roan Holdings” and “an officer of Citizen [Buyer] is a 

manager on the board of managers of Roan Holdings.”174 Plaintiff does not dispute 

that these disclosures are accurate. Plaintiff does not allege that the Citizen 

Principals control the collective 26% of Roan Holdings that they and their network 

of friends and family own. Nor does she explain how that minority ownership 

position of a holding company controlled by Lovoi would be important to a Roan 

stockholder voting on the Merger. “Delaware law does not require a play-by-play 

description of every consideration or action taken by a Board, especially when such 

information would tend to confuse stockholders or inundate them with an overload 

of information.” In re Cogent, Inc. S’holder Litig., 7 A.3d 487, 511–12 (Del. Ch. 

2010). Without further, relevant context, disclosing the collective, minority 

ownership of Roan Holdings would likely confuse rather than inform a reasonable 

stockholder. Nor does Plaintiff explain why identifying Woods by name as a 

manager of Roan Holdings’ board significantly adds to the total mix of information 

already disclosed. Plaintiff has failed to show why this information would be 

material.

173 Proxy at 71.

174 Supplement at 4.
55

Plaintiff further alleges that the Proxy failed to disclose that Citizen II received 

a 50% equity interest in Roan that was held in Roan Holdings.175 Additionally, 

Plaintiff alleges that because Lovoi controlled Roan Holdings through JVL, the 

Proxy should have also disclosed that Lovoi managed Citizen II’s equity interest in 

Roan.176 But the Proxy does disclose that Lovoi, through his interests in JVL and 

Roan Holdings, “may be deemed to share dispositive power over the securities held 

directly or indirectly by JVL, Roan Holdings and other entities managed by JVL.”177 

This disclosure sufficiently explains both Lovoi’s and Roan Holdings’ relationship 

with Roan. Indeed, Plaintiff’s allegations of Lovoi’s control over Roan are based on 

the Proxy disclosures.178

Most of these alleged omissions were either included in the Proxy or the 

Supplement. Meanwhile, Plaintiff neglects to explain why any of these omissions 

were material or, at a minimum, provide the court with a factual basis from which 

to infer materiality. The court has remained unconvinced of Plaintiff’s theory that 

the Merger was inherently conflicted due to a “complicated web of preexisting 

investments and contracts” and it will not labor to infer such a theory on its own.179 

175 Compl. ¶ 139.

176 Id.

177 Proxy at 71.

178 Compl. ¶¶ 120–22.

179 Id. ¶ 11; see also id. ¶¶ 4, 129, 141 (repeating this unsubstantiated theory).
56

See Novell, 2013 WL 322560, at *13 (“While disclosure allegations need not be 

pleaded with particularity, some factual basis must be provided from which the 

Court can infer materiality of an identified omitted fact.” (internal quotations 

omitted)).

2. The Arbitration and Declaratory Judgment Actions

Plaintiff contends that the Proxy’s omission of the Arbitration and Declaratory 

Judgment Actions was material. First, Plaintiff argues that these actions establish 

that Lovoi and the other Director Defendants owed the Citizen Principals fiduciary 

duties, which would have been important to a stockholder voting on the Merger.180 

Second, Plaintiff asserts that the Arbitration Action was material because it showed 

that the Citizen Principals were attempting to wrest control of Roan away from the 

Alleged Controllers.181 Plaintiff argues that this information was material to the 

extent that the Arbitration Action may have incentivized the Alleged Controllers to 

sway the sale process toward Citizen Buyer and the Citizen Principals.182 I have 

already found, however, that both of Plaintiff’s theories are not reasonably 

180 See Pl.’s Ans. Br. 43.

181 Id.

182 See id.
57

conceivable.

183 Therefore, the omission of both the Arbitration and Declaratory 

Judgment Actions was not material.

3. Vinson & Elkins’s Alleged Conflict

Plaintiff argues that the Proxy should have disclosed that the law firm advising 

Roan during the sale process, Vinson & Elkins (“V&E”), was conflicted while 

providing legal advice to the Company.184 Plaintiff alleges that V&E was conflicted 

in two ways: (1) by having an interest of its own in Roan LLC and (2) through 

representing the Woods, Woodard, and Augsburger “during 2018 and/or 2019 in 

conjunction with protecting their interests in [Roan LLC].”185 The Complaint 

devotes only two sentences to these cursory allegations.

186 Plaintiff has not 

identified or described anything about V&E’s purported interest in Roan LLC. At 

183 See supra II.A.2.a.i, II.A.2.b.i.

184 Pl.’s Ans. Br. 44.

185 Compl. ¶ 143; Pl.’s Ans. Br. 44.

186 The entirety of the allegation reads:

Third, the Proxy failed to disclose the fact that (1) Vinson & Elkins, L.L.P.—

the outside counsel that advised the Public Company [Roan] during the sales 

process—had represented the leadership behind Citizen Buyer—Woods, 

Woodard, and Augsburger—during 2018 and/or 2019 in conjunction with 

protecting their interests in [Roan LLC] and (2) Vinson & Elkins had an 

interest in [Roan LLC]. Thus, the management of [Roan] and the four 

directors who are not named as defendants in this action were being advised 

by conflicted legal counsel.

Compl. ¶ 143 (italics in original). The Complaint also contains an introductory paragraph 

that previews this allegation, but provides no further facts. See id. ¶ 13.
58

oral argument, Plaintiff’s counsel admitted that he “doesn’t know what the interest 

is of [V&E] in [Roan LLC].”187 And a Roan public filing, which is incorporated by 

reference in the Proxy, directly refutes this allegation, stating that Roan LLC is a 

“wholly owned subsidiary of [Roan].”188 This allegation is also directly contradicted 

in the Complaint, which states that “[Roan LLC] would be reorganized under a 

newly formed company, [Roan] . . . , which would fully consolidate all interests of 

[Roan LLC] into [Roan].”189 Therefore, I find this first allegation to be conclusory

and not well pleaded.

Plaintiff also fails to allege any facts or circumstances concerning V&E’s past 

representation of the Citizen Principals or how it presented a potential or actual 

conflict of interest in advising the Roan Board on the Merger with Citizen Buyer. 

Plaintiff has not alleged that V&E’s prior representation of Woods, Woodard, and 

Augsburger was related at all to its representation of Roan leading up to the Merger.

In arguing that the above omissions were material, Plaintiff cites two cases, 

contending that “[a]dvisor conflicts, even potential ones, must be disclosed.”190 The 

187 Hrg. 54:2–3.

188 Roan Resources, Inc., Quarterly Report (Form 10-Q) (June 30, 2019) at 10, available at 

sec.gov/Archives/edgar/data/1326428/000132642819000015/q22019draft.htm; see Proxy 

at 120 (incorporating Roan’s June 30, 2019 10-Q by reference).

189 Compl. ¶ 77.

190 Pl.’s Ans. Br. 44.
59

first, In re Southern Peru Copper Corp. Shareholder Derivative Litigation, 52 A.3d 

761 (Del. Ch. 2011), aff’d sub nom. Americas Mining Corp. v. Theriault, 51 A.3d 

1213 (Del. 2012), analyzed the Delaware Supreme Court’s opinion Kahn v. Tremont 

Corp., 694 A.2d 422 (Del. 1997), and noted that the Supreme Court, in its entire 

fairness analysis, “found problematic” that “supposedly outside directors[]” had 

selected “advisors who were in some capacity affiliated with the controlling 

stockholder.” Southern Peru, 52 A.3d at 790 (citing Kahn, 694 A.2d at 426–27). 

Here, though, Plaintiff does not contend that V&E was affiliated with Citizen Buyer.

The second case cited by Plaintiff, Morrison v. Berry, is likewise not 

analogous to this case. Plaintiff asserts that Morrison stands for the proposition that 

“legal advisor conflicts [are] particularly important given [the] role they play in 

crafting disclosures.”191 Although advisor conflicts should be disclosed,192 a 

plaintiff must provide sufficient facts to establish that the conflict or potential 

conflict was material. “Allegations that are merely conclusory and lacking factual 

basis, however, will not survive a motion to dismiss.” Criden v. Steinberg, 2000 

191 Id. (bracketing and quotations omitted).

192 See In re John Q. Hammons Hotels Inc. S’holder Litig., 2009 WL 3165613, at *16 (Del. 

Ch. Oct. 2, 2009) (“This Court, however, has stressed the importance of disclosure of 

potential conflicts of interest of financial advisors.”); see, e.g., RBC Capital Markets, LLC 

v. Jervis, 129 A.3d 816, 860–61 (Del. 2015) (holding that proxy should have disclosed 

seller’s financial advisor’s pursuit of financing arrangements with potential buyers). There 

are no allegations that the Proxy did not disclose all material information concerning the 

Board’s financial advisors.
60

WL 354390, at *2 (Del. Ch. Mar. 23, 2000). The Complaint’s conclusory allegations 

concerning V&E’s prior representation of Woods, Woodard, and Augsburger and its 

unspecified “interest” in Roan LLC do not provide any basis to conclude they would 

have been material to a Roan stockholder. Therefore, they do not render the 

stockholder vote uninformed under Corwin.

4. Maranto’s Departure

Plaintiff next contends that the Proxy should have disclosed that Maranto 

resigned from Roan due to his “very hostile relationship” and disagreements with 

the Board.193 According to Plaintiff, the Proxy’s omission of these details makes it 

appear as if Maranto’s resignation was “unilateral” and “amicable.”194 Plaintiff, 

however, has not provided the court with any facts as to the nature of Maranto’s 

hostile relationship or disputes with the Board i.e., a basis “to infer that the alleged 

[omissions] were material.” See Malpiede, 780 A.2d at 1087 (Del. 2001) (internal 

quotations omitted). Nor does the Complaint allege that Maranto’s alleged dispute 

with the Board was even related to the Merger. 

193 Compl. ¶¶ 89, 144 (internal quotations omitted). Initially, the Complaint alleges that a 

press release stated that Maranto’s resignation was “not the result of any dispute of 

disagreement with the Company or any matter related to the Company’s operations, 

policies or practices.” Id. ¶ 89. Later, the Complaint alleges that this quote came from the 

Proxy. Id. ¶ 144. The Proxy does not appear to include this quote while recounting 

Maranto’s resignation. See Proxy at 35. Therefore, I will assume that Plaintiff is alleging 

a material omission rather than a misstatement.

194 Compl. ¶ 144.
61

Plaintiff suggests that the timing of Maranto’s departure was suspect because 

he resigned on the same day that the Acquirors first approached Lovoi about a 

potential transaction.195 Thus, Plaintiff argues that due to the timing of Maranto’s 

resignation and “the Proxy’s misleading characterization” it is reasonably 

conceivable that Maranto resigned as a result of the Merger.196 The court need not

make such an inferential leap. Plaintiff’s cited authority is also unavailing. In 

Gilmartin v. Adobe Resources Corp., 1992 WL 71510 (Del. Ch. Apr. 6, 1992), the 

court held that a proxy statement materially misled investors when it did not indicate 

that two of the company’s directors had expressed to other board members that they 

believed it was a bad time to sell. 1992 WL 71510, at *10. Here, Plaintiff cannot 

point to any such definitive statement made by Maranto or any well-pleaded facts to 

infer that the Proxy’s disclosure was materially misleading. 

In Malpiede v. Townson, the court held that it was reasonable to infer “for 

notice pleading purposes” that two directors resigned due to a “disagreement over 

corporate policy” when their resignation occurred “immediately before” the board 

voted to approve a merger. 780 A.2d at 1088 (emphasis added). The court also held 

that because those directors resigned three months before stockholders were asked 

to approve the merger agreement, a “significant logical leap” was required “to

195 See Pl.’s Ans. Br. 45; Compl. ¶¶ 89, 144.

196 Pl.’s Ans. Br. 45.
62

suppose that reasonable stockholders would consider this information significant in 

the total mix of information.” Id. Here, the Board voted to approve the Merger over 

five months after Maranto resigned, and the stockholder vote came seven months 

after the resignation. Thus, in this case, an even greater “logical leap” would be 

required to find that Maranto’s resignation would be significant to a reasonable 

stockholder.

5. The Term Loan’s Approval

Plaintiff’s last challenge to the Proxy disclosures alleges that the Proxy falsely 

stated that the special committee that approved the Term Loan (the “Special 

Committee”) was “disinterested.”197 Plaintiff alleges that one of the Special 

Committee’s two members, Tripodo, was in fact beholden to Lovoi, and thus the 

Special Committee must have been beholden to Lovoi as well.198 This assertion is 

frivolous. There is no allegation that Tripodo had any interest in the approval of the 

Term Loan. He was not a lender and there is no allegation that he stood to gain 

financially or in any other way from its approval. The mere fact that he is alleged to 

have been previously selected by JVL to serve on the Board does not even suggest 

that Tripodo was interested in the approval of the Term Loan.

197 Compl. ¶ 145; Pl.’s Ans. Br. 45–46; see Proxy at 76.

198 See Compl. ¶¶ 145–46. As noted above, Plaintiff does not allege that the terms of the 

Term Loan were unfair or that it was the product of a fiduciary breach.
63

“It is well-settled Delaware law that a director’s independence is not 

compromised simply by virtue of being nominated to a board by an interested 

stockholder.” In re KKR Fin. Holdings LLC S’holder Litig., 101 A.3d 980, 996 (Del. 

Ch. 2014) (collecting cases), aff’d sub nom. Corwin, 125 A.3d 304 (Del. 2015). 

While “personal or other relationships” may cause a director to be beholden to an 

interested party, In re Oracle Corp. Deriv. Litig., 824 A.2d 917, 938–39 (Del. Ch. 

2003) (internal quotations omitted), “[a]llegations of mere personal friendship or a 

mere outside business relationship, standing alone, are insufficient to raise a 

reasonable doubt about a director’s independence,” Beam ex rel. Martha Stewart 

Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040, 1050 (Del. 2004). 

Our law is clear that mere allegations that directors are friendly with, 

travel in the same social circles, or have past business relationships with 

the proponent of a transaction or the person they are investigating, are 

not enough to rebut the presumption of independence. Rather, the 

Supreme Court has made clear that a plaintiff seeking to show that a 

director was not independent must meet a materiality standard, under 

which the court must conclude that the director in question’s material 

ties to the person whose proposal or actions she is evaluating are 

sufficiently substantial that she cannot objectively fulfill her fiduciary 

duties.

In re MFW S’holders Litig., 67 A.3d 496, 509 (Del. Ch. 2013) (footnotes omitted),

aff’d sub nom. Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014). 

With no citation to authority, Plaintiff contends that Tripodo was conflicted 

because he (1) was “hand-picked” as a Roan-director by JVL; (2) worked as a 

consultant for Roan LLC in 2018; and (3) “served for almost a decade as an officer 
64

and director of another company [Helix Energy Solutions Group, Inc. (“Helix”)] in 

which Lovoi/JVL had significant holdings, positions from which he received 

millions in compensation and retirement benefits.”199 When assessed collectively, 

these allegations do not rise to the level of the materiality standard contemplated by 

the caselaw. Plaintiff does not allege that Lovoi chose Tripodo to serve on the 

Special Committee, but rather only the Board. Even if Lovoi had selected Tripodo 

to sit on the Special Committee, that decision would not have been fatal to the 

Special Committee’s independence. See Se. Pa. Transp. Auth. v. Volgenau, 2013 

WL 4009193, at *5 n.39 (Del. Ch. Aug. 5, 2013) (“Although not fatal to the 

independence of the Special Committee, [the controller’s] selection of the majority 

of the committee’s members was not ‘the best practice.’” (citations omitted)), aff’d, 

91 A.3d 562 (Del. 2014).

The remaining two allegations merely constitute, at best, attenuated past 

business relationships. Nothing about Tripodo’s consulting work for Roan LLC 

suggests that he would have been beholden to Lovoi. Plaintiff does not allege that 

Tripodo’s position as a Roan LLC consultant was contingent on Lovoi or that Lovoi 

was responsible for his hiring there. There is no allegation that Tripodo’s 

compensation from this arrangement was material to him. Plaintiff similarly fails to 

199 Pl.’s Ans. Br. 46; see Compl. ¶¶ 75, 125.
65

allege facts that would suggest Tripodo lacked independence from Lovoi or JVL 

arising from Tripodo’s prior employment at Helix. While Lovoi and JVL are alleged 

to have been “one of Helix’s largest shareholders,” Plaintiff does not allege that 

Lovoi or JVL were responsible for Tripodo’s attaining or maintaining his position, 

had any influence over his maintaining that position, or in setting Tripodo’s 

compensation at Helix.

200 And the Complaint is devoid of allegations that Helix was 

controlled by either JVL or Lovoi. There are no allegations suggesting that 

Tripodo’s past employment at Helix rendered him beholden to Lovoi or JVL or that 

Tripodo lacked independence from them. Furthermore, Plaintiff does not allege that 

Lovoi and Tripodo had any personal or professional relationship during Tripodo’s 

time at either Helix or Roan LLC. The allegations of the Complaint do not come 

close to a reasonable inference that Tripodo was interested as to the Term Loan or 

the Merger, or that he was not independent.

* * *

Under Corwin, the business judgment rule will be invoked when a transaction 

is not subject to entire fairness ab initio and has been approved by a “fully informed, 

uncoerced majority of the disinterested stockholders.” Corwin, 125 A.3d at 312. 

200 Compl. ¶ 125.
66

Having concluded that the stockholders were fully informed when they voted on the 

Merger, any Revlon claim is “cleansed” under Corwin.

D. Even Without Corwin Cleansing, Plaintiff’s Fiduciary Duty Claims

Must be Dismissed.

Even if Corwin is not satisfied, Plaintiff has not stated a claim for breach of 

fiduciary duty giving rise to money damages against any of the Defendants.

1. Plaintiff Has Not Stated a Claim Under Revlon Against the 

Alleged Controllers or the Director Defendants.

The parties dispute whether, absent Corwin cleansing, the complaint states a 

claim against the Alleged Controllers and the Director Defendants under Revlon. 

Defendants contend that, because Lovoi (or any of the other Alleged Controllers) 

was not conflicted in the Merger, the business judgment standard applies.201 For 

this, Defendants rely on In re Synthes, Inc. Shareholder Litigation, 50 A.3d 1022 

(Del. Ch. 2012), a pre-Corwin decision of this court, holding that the business 

judgment standard applied where the controlling stockholder was not conflicted in a 

merger in which all stockholders received the same consideration. 50 A.3d at 1035. 

Plaintiff, however, contends that the Complaint still states a claim against the 

Alleged Controllers under Revlon.

202

201 Defs.’ Op. Br. 22–23.

202 In Presidio, Vice Chancellor Laster noted that under McMullin v. Beran, 765 A.2d 910 

(Del. 2000), the Delaware Supreme Court applied enhanced scrutiny to a controller’s 
67

Defendants contend that the Complaint fails to allege a claim for breach of 

fiduciary duty under Revlon against any of the Defendants. In addition, Defendants 

maintain that the Complaint does not state a non-exculpated claim against the 

Director Defendants.

a. Damages Claims Against the Alleged Controllers

As explained above, the Complaint does not allege well-pleaded facts creating 

a reasonable inference that either Lovoi, JVL, Roan Holdings, Paul Loyd, or Raleigh

was a conflicted controlling stockholder in the Merger. “Because [their] interests 

were aligned with those of the stockholders as a whole, the only possible theory of 

recovery would be for a breach of the duty of care.” Presidio, 251 A.3d at 284. 

Assuming, without deciding, that the Alleged Controllers could be subject to a claim 

of a breach of the duty of care in this circumstance, the Complaint does not allege 

facts to support one.

decision to sell its controlled subsidiary, even in a transaction in which the controller and 

the other stockholders received the same consideration. Presidio, 251 A.3d at 265. The 

Vice Chancellor reasoned that maintaining the “safe harbor” of Synthes in light of the 

Supreme Court’s post-Synthes decision in Corwin would “conflict with Corwin by 

bestowing the protections of the business judgment rule without the fully informed 

stockholder vote that Corwin deemed crucial.” Id. at 266. The court emphasized, however, 

that applying enhanced scrutiny in this context absent Corwin cleansing did not require 

abandoning the core holding of Synthes, which is that entire fairness does not apply to a 

controlling stockholder in a transaction “unless the controller either (i) stood on both sides 

of the transaction or (ii) used the transaction to extract a benefit not shared by the 

stockholders as a whole.” Id.
68

To plead a duty of care claim against the Alleged Controllers, Plaintiff must 

allege well-pleaded facts to support a reasonable inference that the Alleged

Controllers acted with “gross negligence.” Id. at 287. “In the corporate context, 

gross negligence means reckless indifference to or a deliberate disregard of the 

whole body of stockholders or actions which are without the bounds of reason.” Id. 

(quoting Tomczak v. Morton Thiokol, Inc., 1990 WL 42607, at *12 (Del. Ch. Apr. 5, 

1990) (internal quotations omitted)).

The Complaint does not contend that the Alleged Controllers acted with 

recklessness. Nor are there any well-pleaded allegations that either Lovoi, JVL, or 

Roan Holdings engaged in any conduct rising to the level of recklessness.203 There 

are no well-pleaded allegations that any of the Alleged Controllers exercised undue 

influence on the other directors, steered the process to any particular bidder, or took 

action to exclude potential bidders. As alleged controllers of approximately 50% of 

Roan’s outstanding common stock, the Alleged Controllers had an interest in 

obtaining the best price reasonably available and, thus, their interests were aligned 

203 The Complaint does not allege facts creating a reasonable inference that a majority of 

the Board lacked independence or were beholden to any of the Alleged Controllers. The 

Plaintiff concedes that the three non-Defendant directors are independent and disinterested. 

Plaintiff also has not asserted claims against Gideon or Mills in their capacities as directors, 

and there are no well-pleaded allegations that they lacked independence, were not 

disinterested, or were beholden to any of the Alleged Controllers. And as discussed above, 

the allegations of the Complaint fall far short of creating a reasonable inference that 

Tripodo was conflicted, lacked independence, or was beholden to Lovoi, JVL, or Roan 

Holdings, or anyone else for that matter. 
69

with those of the other stockholders. The bare allegation that the Alleged Controllers 

“capped the price of ROAN stock at a price that did not adequately reflect its true 

value” is conclusory.204 Thus, the Complaint fails to state a claim for monetary 

damages against the Alleged Controllers. 

b. Damages Claims Against the Director Defendants 

As mentioned above, Roan’s certificate of incorporation exculpates the 

Company’s directors from liability arising from a breach of their fiduciary duties to 

the fullest extent that Delaware law allows.205 Delaware law permits a corporation 

to exculpate its directors from “monetary liability for a breach of the duty of care, 

but not for conduct that is not in good faith or a breach of the duty of loyalty.” Stone 

ex rel. AmSouth Bancorporation v. Ritter, 911 A.2d 362, 367 (Del. 2006); see 8 Del. 

C. § 102(b)(7). Therefore, to successfully plead a claim under Revlon as to the 

Director Defendants, Plaintiff must allege that the Director Defendants breached 

their duties of loyalty or acted in bad faith. Presidio, 251 A.3d at 283 (citing 

Cornerstone, 115 A.3d at 1175–76); see e.g., Rudd v. Brown, 2020 WL 5494526, at 

*13 (Del. Ch. Sept. 11, 2020) (dismissing complaint that failed to plead a nonexculpated breach of fiduciary duty claim under Revlon alleging that directors were 

204 Compl. ¶ 166.

205 Dkt. 42, Ex. 1 art. IX.
70

conflicted); van der Fluit v. Yates, 2017 WL 5953514, at *12 (Del. Ch. Nov. 30, 

2017) (same).

Plaintiff’s argument in support of the fiduciary duty claims against the 

Director Defendants merely rehashes the arguments and generally relies on the same 

facts asserted against the Alleged Controllers. Plaintiff argues that three of Roan’s 

eight directors were beholden to Lovoi. Because Lovoi was a director himself, 

Plaintiff argues Lovoi would have “effective control over half the Board.”206 As 

explained above, however, the Complaint contains no well-pleaded allegations 

creating a reasonable inference that Tripodo lacked independence, was interested in 

the transaction, or was otherwise beholden to anyone.207 Furthermore, as explained 

above, the Complaint lacks any well-pleaded allegations that Lovoi, JVL, or Roan 

Holdings was conflicted.

Plaintiff also contends that Lovoi favored a deal with Citizen Buyer.208 

Plaintiff, however, does not allege well-pleaded facts creating a reasonable inference 

that anything about the sale process was unfair, let alone rising to the level of bad 

206 Pl.’s Ans. Br. 56.

207 Because I conclude that there is no pleadings-stage inference that a majority of the 

Board lacked independence or was interested in the transaction, I need not separately reach 

the allegations as to Paul Loyd and Raleigh. Those allegations are essentially the same 

allegations against Lovoi and JVL, which Plaintiff seeks to impute to Paul Loyd and 

Raleigh due to their having been selected for appointment to the Roan Board by Lovoi and 

JVL.

208 Pl.’s Ans. Br. 56.
71

faith. Plaintiff alleges, the Board had other alternatives to a potential Merger, such 

as selling individual assets,209 but that does not constitute an unreasonable process, 

let alone bad faith. See Paramount Commc’ns, 637 A.2d at 45 (“If a board selected 

one of several reasonable alternatives, a court should not second-guess that choice 

even though it might have decided otherwise or subsequent events may have cast 

doubt on the board’s determination.”); see also In re Dollar Thrifty S’holder Litig., 

14 A.3d 573, 595 (Del. Ch. 2010) (“As is well known, Revlon does not require that 

a board, in determining the value-maximizing transaction, follow any specific plan 

or roadmap in meeting its duty to take reasonable steps to secure—i.e., actually 

attain—the best immediate value.”). Plaintiff alleges that during substantive 

negotiations “Citizen Buyer repeatedly secured concession after concession from the 

Director Defendants on crucial Merger Agreement terms (like the Board’s ability to 

change its recommendation absent a superior proposal).”210 But the Complaint does 

not describe the concession concerning the ability to change its recommendation 

absent a superior proposal and does not identify any other concession. It is, in other 

words, a conclusory allegation.

Plaintiff makes no well-pleaded allegations suggesting that Lovoi steered the 

process toward Citizen Buyer, interfered in the negotiations with other bidders, or 

209 E.g., Compl. ¶¶ 9, 126, 133.

210 Id. ¶ 104.
72

even initiated the sale process. Nor does Plaintiff challenge, let alone identify, any 

of the Merger’s deal protection measures. When the sale process had begun, the 

Company negotiated with the Acquirors for over five months and considered other 

offers from as well. And during that time, the Board contacted 44 potential 

counterparties and entered into 20 confidentiality agreements with potential 

bidders.211

Plaintiff also argues that the Director Defendants breached their duty of 

loyalty and acted in bad faith due to their “intentional failure” to disclose the Alleged 

Controllers “fiduciary duties to, affiliations with, and financial interests in Citizen 

Buyer’s Principals and affiliates.”212 The only allegation of bad faith is a blanket 

assertion that “these bad faith disclosure violations were intentionally designed to 

hide the glaring conflicts of interest that tainted the Merger.”213 As explained above, 

these disclosure allegations are not well-pleaded, and in any event, do not support a 

reasonable inference that any of the alleged misstatements or omissions was 

intentional or constituted bad faith. Therefore, this claim also cannot survive 

Defendants’ motion to dismiss.

211 Proxy at 38.

212 Pl.’s Ans. Br. 54–55.

213 Compl. ¶ 148.
73

2. The Complaint Does Not State a Disclosure Claim Against 

the Officer Defendants.

Count III alleges that Mills and Gideon breached their fiduciary duties as 

officers of the Company. Plaintiff alleges that Mills breached his fiduciary duties 

through his “conduct as an officer during the sales process.”214 Plaintiff also alleges 

that Mills and Gideon breached their fiduciary duties as officers by being involved 

in the preparation of the Proxy and “allow[ing] the Proxy to omit . . . material facts 

and details regarding the conflicts of interest that permeated the sales process.”215

Officers owe the same fiduciary duties as directors of Delaware corporations. 

Gantler v. Stephens, 965 A.2d 695, 708 (Del. 2009). Unlike directors, they are not 

covered in that capacity under an exculpation provision under 8 Del. C. § 102(b)(7). 

Gantler, 965 A.2d at 709 n.37. To state a claim against the Officer Defendants, the 

Complaint must allege facts from which it is reasonably conceivable that the Officer 

Defendants’ conduct was grossly negligent, i.e., rising to the level of recklessness. 

In re Baker Hughes Inc. Merger Litig., 2020 WL 6281427, at *15 (Del. Ch. Oct. 27, 

2020).

The allegations concerning Mills’s involvement in the Merger negotiations do 

not give rise to an inference of gross negligence. The Complaint merely recites 

214 Id. ¶ 171.

215 Id. ¶ 173.
74

meetings he had with potential bidders about a potential transaction, informing the 

Board about his discussions, seeking Board authority for certain actions, and 

following the Board’s instructions to contact financial advisory firms.216 The broad, 

generalized assertion that Mills allowed the Company to be sold “despite the glaring 

conflicts of interest,” “failed to enact protections . . . to guard against such conflicts,”

and “acquiesced to the sale of ROAN at a price that was grossly insufficient” does 

not state a claim.217 First, the alleged conflicts are based on the faulty assertion that 

Lovoi, JVL, and Roan Holdings were conflicted in the Merger. Second, the 

Complaint does not allege what protections Mills was required to or could have 

“enacted” as an officer. Third, Plaintiff does not even attempt to articulate how, as 

an officer, Mills “acquiesced to the sale” of the Company at a “grossly insufficient” 

price, or how that gives rise to a breach of duty as an officer. Nor does Plaintiff back

her allegations with any facts as to Mills’s conduct.

As discussed above, the Complaint does not state a claim that the Proxy 

contained material omissions or inaccurate disclosures. Even if any of the alleged 

omissions or inaccurate disclosures were material, I am not persuaded that they were 

216 Id. ¶ 170.

217 See id. ¶ 171.
75

the product of gross negligence on the part of Mills or Gideon in their capacities as 

officers of the Company.218

A corporate officer who prepares a materially misleading proxy statement 

may be liable for breach of his or her fiduciary duties. In re Hansen Med., Inc. 

S’holders Litig., 2018 WL 3025525, at *11 (Del. Ch. June 18, 2018) (holding that a 

complaint stated a claim against an officer for violation of the fiduciary duty of 

disclosure and noting that directors and officers of a corporation generally owe the 

same fiduciary duties); see also Teamsters Loc. 237 Additional Sec. Benefit Fund v. 

Caruso, 2021 WL 3883932, at *26 (Del. Ch. Aug. 31, 2021); Baker Hughes, 2020 

WL 6281427, at *15–16; City of Warren Gen. Emps.’ Ret. Sys. v. Roche, 2020 WL 

7023896, at *18 (Del. Ch. Nov. 30, 2020); Morrison, 2019 WL 7369431, at *25, 27.

The Complaint alleges that the Officer Defendants were “intricately involved 

in the sales process and Proxy preparation process.”219 As a threshold matter, the 

allegation that Mills had any involvement in preparing the Proxy as an officer is 

conclusory and contradicted by the allegations of the Complaint. Mills ceased being 

218 Plaintiff did not defend this claim in her briefing or at oral argument. Indeed, Plaintiff 

chides Defendants for “try[ing] to bolster” Mills’s independence, insisting that the Officer 

Defendants have only been named for failing to fulfill their duty of disclosure. Pl.’s Ans. 

Br. 54 n.6; see also id. at 58 (defending claim against the Officer Defendants only to the 

extent that they breached their “duty of candor as officers”).

219 Compl. ¶ 173.
76

an officer no later than the date that the Board approved the Merger Agreement.220 

There is no allegation that the Proxy was prepared before that date. Therefore, to 

the extent that he had any role in preparing the Proxy, the Complaint alleges no wellpleaded facts that Mills did so while he was an officer of the Company.

Gideon signed the Proxy in his capacity as Roan’s CEO.221 Therefore, 

Gideon could have been liable, if any of the above disclosure claims had been well 

pleaded. See Caruso, 2021 WL 3883932, at *26 (holding CEO could be liable for 

breach of the duty of care for a misleading proxy disclosure where he “played an 

integral role” during the merger negotiations and signed the proxy); Roche, 2020 

WL 7023896, at *18 (same); Baker Hughes, 2020 WL 6281427, at *15–16 (same); 

Hansen Med., 2018 WL 3025525, at *11 (“Vance affixed his signature to the Proxy 

in his capacity as President and CEO and presented the information to the 

stockholders for their consideration. This means he may be liable for material 

misstatements in the Proxy in his capacity as an officer [and] as a director.”).

220 Roan Resources, Inc., Current Report (Form 8-K) (October 1, 2019) at 5, available at 

https://www.sec.gov/Archives/edgar/data/0001326428/000119312519259889/d808728d8

k.htm. The October 1 press release announcing Gideon’s hiring explains that his hiring 

became effective two days earlier. Id. The press release also states that Mills’s last day as 

an officer was retroactively adjusted to coincide with Gideon’s official September 29 start 

date. Id. Despite the Board’s retroactive adjustment, however, I cannot simply ignore that, 

during this two-day period, Mills was operating as an officer under the authority of the 

Roan Board. Nevertheless, it does not affect my conclusion that the Complaint fails to 

allege well-pleaded facts that Mills was involved in drafting the Proxy as an officer.

221 Compl. ¶¶ 172–73. 
77

Although Gideon signed the Proxy in his capacity as CEO, he did not become 

an officer until a few days before the Board approved the Merger Agreement. There 

are no allegations that he was involved in the Merger negotiations or the events and 

transactions upon which Plaintiff’s disclosure claims are based. Gideon was a 

former LINN executive. There are no allegations that he had any affiliation with 

Lovoi, JVL, Citizen Buyer, or any of Citizen Buyer’s affiliates. To the extent any 

of Plaintiff’s disclosure claims had merit, the Complaint lacks well-pleaded facts 

that Gideon was grossly negligent in preparing the Proxy statement.

III. CONCLUSION

For the foregoing reasons, Defendants’ motion to dismiss is GRANTED.