Yet Another Value Podcast - The Chancery Daily and the Case of the Apes and $AMC

Episode Date: May 26, 2023

Joining the Yet Another Value Podcast today is the Editor and Co-Founder of The Chancery Daily to have a stirring conversation about the wild $AMC / Apes Case. To say The Chancery Daily has been covering every detail of this case would be an understatement and the following interview will wholly confirm that. To subscribe and catch up on all aspects of the $AMC / Apes case, as well as to subscribe The Chancery Daily substack, please visit: https://thechancerydaily.substack.com/ Chapters: [0:00] Introduction + Episode sponsor: Stream by Alphasense [1:50] $AMC / Ape Lawsuit overview [10:02] Conversion of Apes and AMC share into one share class with Ontario Capital and what happened at the shareholder meeting [18:53] Why are $AMC shareholders suing to block the Ape/$AMC share consolidation [21:38] Current status on shareholder vote [26:38] What are the objectors mainly objecting to? [36:28] Hedge funds - what are they getting wrong about this case? [38:22] Baseline expectation of the settlement, is it realistic? [47:30] Delaware legislation impact on the $AMC case [51:46] Proposals for what objectors want to see from $AMC [53:39] Is there any liability from $AMC to ape buyers? [58:32] Appeal rights post-settlement [1:05:57] Final thoughts on the whole $AMC / Apes case Today's episode is sponsored by: Stream by Alphasense Are traditional expert calls in the investment world becoming obsolete? According to Stream, they are, and you can access primary research easily and efficiently through their platform. With Stream, you'll have the right insights at your fingertips to make the best investment decisions. They offer a vast library of over 26,000 expert transcripts, powered by AI search technology. Plus, they provide competitive rates on expert call services, and you can even have an experienced buy-side analyst conduct the calls for you. But that's not all. Stream also provides the ability to engage with experts 1-on-1 and get your calls transcribed free-of-charge—all for 40% less than you would pay for 20 calls in a traditional expert network model. So, if you're looking to optimize your research process and increase ROI on investment research spend, Stream has the solution for you. Head over to their website at streamrg.com to learn more. Thanks for listening, and we'll catch you next time. For more information: https://www.streamrg.com/

Are traditional expert calls in the investment world becoming obsolete? According to Stream, they are, and you can access primary research easily and efficiently through their platform. With Stream, you'll have the right insights at your fingertips to make the best investment decisions. They offer a vast library of over 26,000 expert transcripts powered by AI search technology. Plus, they provide competitive rates on expert call services, and you can even have an experienced by side analysts conduct the calls for you. But that's not all. Stream also provides the ability to engage with experts one-on-one and get your calls transcribed free of charge, all for 40% less than

you would pay for 20 calls and a traditional expert network model. So if you're looking to optimize your research process and increase ROI on investment research spend, Stream has the solution for you. Head over to their website at streamrg.com to learn more. Thanks for listening and we'll catch you next time. I'm your host, Andrew Walker. If you'd like this podcast, we mean a lot if you could follow rate, subscribe, review it wherever you're watching, you're listening to it. With me today, I'm happy to have Chance from the Chance Tree Daily. Chance, how's it going? Oh, it's crazy as usual, I guess. It's great to be here. Chance, I've got to, I told you before we started recorded, but it's so good to have you. I learned of you through the back in the Twitter

glory days. We thought nothing could ever be as crazy as Twitter. We might have one that's crazier, but I've just got so much respect for you. I'm a little star struck today. But let me just start off with a quick disclaimer. Nothing on this podcast is investing in advice. You know, neither of us are financial advisors. Everyone should just remember that. Please do your own work. That always applies. That probably particularly applies today because, my God, is this a crazy situation?

People can lose their minds over these stocks. These stocks have a history of going, you know, up 10X, down 10X, whatever it is. So everybody should just please consult a financial advisor, not financial advice. Anyway, chance. The thing we wanted to talk about today is the, what I call the, I was telling my wife, oh, we're talking about AMC apes. And she was like, there were apes in the stock market? what? It's the AMCA lawsuit. There's a whole convoluted history there. We should probably start

with that. The lawsuit has just taken every way of shape and turn, but I'll just toss it over to you. What's going on with AMC8? Oh, boy, yeah. It's been, it's been so wild. I honestly didn't think that anything could be more wild than last year with the Twitter matter. And as soon as this thing started to sort of get hints that it was going to come to the Court of Chancery, I started getting messages from people that I had met last year during the Twitter matter saying, hey, are you looking out for this? You know, it's going to be wild. It's going to be crazier than last year.

And I was like, what are you talking about? There is no chance that it's going to be crazier than last year. And then I was like, and then I was also getting messages saying, you really should stay out of this one. You really should not get involved. You should, you know, just sort of like, don't, don't, don't, don't, don't come near this. And for a while, I listened to those people. And they were, you know, they were probably,

they were wise to a certain degree. But at this point, there was no way I wasn't going to get involved in it because it's become such an absolute madhouse for the court. It's become so consumptive of time and resources for the court. So basically the long, long, long story short, and I've written, I mean, probably 100,000 words on my substack about it now at this point,

but is that, you know, I think last year, I mean, the time has dilated in a way that is so insane now with this matter. But I think it was last year, well, I honestly don't even know what the timeline is on this thing anymore. But I think last year that AMC throughout the pandemic, obviously AMC, you know, suffered huge losses in business and they needed a way to raise capital. And they quickly ran out of stock to issue on their sort of common stock, their normal issuance. and they, you know, ended up getting creative, you could say, with the way that they handled that problem. And they found some preferred stock lying in the back room somewhere. And they did a thing that actually some banks have done in the past. And it turns out that after

a lot of people have dug way into a lot of 8Ks, 10Ks as you see forms deep, deep, deep down in the archives, It turns out that this little trick that some people were calling it a trick that they did with issuing depository shares that had sort of super voting rights and then even issuing these depository shares that were like worth one one hundredth of a share that then it's because they had super voting rights, you could basically balloon out one share to, you know, a hundred times. You could take a small set of preferred shares and sort of boom, all of a sudden you had a billion apes to. issue from a small subset of preferred stock that they had at their disposal that they had issued back in like 2013 or something. Anyway, they did this sort of magic prick to issue the Aves, which was, you know, by the book legal. It was like on its face. It was followed the terms of their bylaws and everything. Can I pause you, can I pause you for one second chance? I think everything you said is right. I think one important thing because it does come into play is,

AMC was limited to like 550 million shares or something by their charter. And they, before they went with the eight route where they spun out preferreds and they did this. And a key point of the preferred, as you said, was this super voting right. They tried to get their shareholders to approve an increase in their share account. And even though I believe shareholders voted in favor of that in terms of numbers, because it's a largely retail shareholder base, they couldn't hit the quorum that they needed to get the share account approved. So they canceled it if I'm remembering correctly what happened. And that was a key reason why the apes had to be issued.

I don't know if that's totally correct in the sense that I don't actually believe they ever held the vote. They did say they were going to hold the vote. There's some stuff coming out now in some of this discovery that was really recently, like yesterday, made public about sort of the extent to which the votes actually started coming in and they started to have a sense of what the vote lineup looked like. So anyway, but yes, you're right. They did sort of make an attempt, actually two attempts, I think. And they couldn't, it couldn't, it didn't come together, let's say, I don't, you know, there's, you can query sort of how hard they tried and what sort of lengths they went to and what their likelihood of success would have been if they had just gone for it. But for various optics reasons, sort of, you know, Gestalt, meme stock vibe reasons. They didn't ever go through with it and have it fail, I think, because having it fail would have been problematic for, you know, reasons. So anyway, you're right. They tried. They made a push for it. And stockholders, it didn't happen. The vote didn't get, get done. So they tried to go through with issuing more common stock. And then after they tried the $550 million, they tried like $25 million or something. They were like, oh, okay, let's try just a little bit more because, you know, this time we just need a little bit of money. And that didn't work either. And by that point, you know, the sort of story of dilution had, I think, made a big kind of memetic journey down.

the social media paths. And so it was like, now everybody was talking about no dilution, no dilution. And so it had just taken on a life of its own online. And I think, you know, then the company is sort of like as a meme stock, then they're fighting this narrative online about no dilution. It's like when you're, when you become, I mean, I know there's a lot of also like, we're not a meme stock. But look, the definition of a meme stock, in my opinion, is just something that becomes

an online conversation. Right. It doesn't mean that the company has no underlying value. I think meme stocks can have a range of actual companies underlying them that have value to whatever degree. I don't think it necessarily has a correlation with whether the stock prices sort of correlated to fundamentals. You could have correlation with fundamentals or you could not have correlation with fundamentals. I think meme stock just means that, hey, you're popular online now. You're sort of a memetic concept that people are talking about. That's what it means to me. at least. It means also that, like, you know, your CEO has become someone who now spends his time raising capital online by sharing memes and having a memetic energy, right? It's so funny. The man used to work for a private equity firm. I believe he, from memory, because I followed AMC for years. From memory, he was the CEO of the ski resort company. He's worth tens and tens of millions of dollars before this hundreds of millions. I think he was also CEO of a cruise line, if I remember correctly. He owned part of the Sixers, if I remember

great. It's like, this is the champion of the retail stockholder. It's just so funny. It is. It's such an amazing story. It's like, it's got so many just fascinating aspects to it. And, you know, the thing that I didn't appreciate at first when I, you know, coming into it, there's sort of so much to get your arms around. The thing I didn't appreciate at first is that I think he's, he's actually quite good at being a meme stock CEO. Like, I mean, to the extent that, like, that was the job that needed to be done to keep the company alive during the pandemic. If, If it was the case that the pandemic happened, business was impossible as it used to happen, people going to movie theater to see movies because that was no longer allowed. What are you going to do? You suddenly, you're like, okay, let's raise capital. Let's issue shares and raise capital. And then you run out of shares to issue.

And then you have to find some creative solution around that. And then you find the creative solution. But like, then it becomes a cluster. but you know like he he sort of tried to get through every hoop there was to get through and you know he's done like an interesting job at his job if that's his job right and it's fascinating things like issuing like it sounds silly but putting out the popcorn and Walmart like nobody really wants to buy AMC brand and popcorn except for probably some retail shareholders but just doing that even if it's like kind of a break even proposition if it gets the shareholder base excited like clearly

that's what they need to do. The Nicole Kidman commercials, which, oh my God, every time I go to AMC, I get excited to see it because it's so bad. Anyway, so I think we've covered why the apes got issued. Let's fast forward a little bit to in December. They come out with a pretty creative transaction backed by Ontario Capital to convert the apes and AMC into one share class. And that's where everything kind of really gets rolling. Yeah. So when they're issued, you know, there's like, at first I said there was no one who noticed this weird provision in the depository agreement, but it turns out there were like four people who noticed because like I've gotten emails with like proof of proof of I noticed when I read the I know one or two people who

I think you might have published something they were like I noticed I've got the receipts and they were sending in questions in front of this podcast. Yeah, exactly. So like yes, okay, I see you people smarties who like saw the agreement. But it was it was made public. It was available if you were really do I or or um that the depository agreement had this provision in it that said basically if you have an uninstructed share this one one hundredth of the depository share if if you you you know and again this is a a type of provision that is not unique even though it seemed unique when it came to light it turns out that banks have used these preferred shares this way in the past and the fact that city was the one now we find out the city bank was the one who sort of architected

It all sort of makes sense because the city is actually, I think one of the people who has used this in the past, but for sure, banks in general are the ones who have frequently used this type of provision. So basically the provision is- We're in a banking crisis right now, and a lot of banks have convertible, have some type of preferred outstanding. I've been looking at them a lot. And every time I look, every now and then in the 10-K, I'll stumble on this provision. And I'll think like, oh, yeah, there it is. Exactly. So it's like basically if your shares or if you have an, it tells the transfer or the, who is it?

like a computer share or something. Yeah, computer share, yep. Yeah, tells computer share basically, hey, if you have an uninstructed share, you basically vote it in the direction of the majority of the votes that have been received instructed. And so it's like basically just swings the tide in whichever way the tide is going. And so it also makes it like, it really sort of quote unquote solves this problem of retail apathy, whereby if you don't vote, well, you're now voted.

for and you're voted in the direction of whichever the way the tide is rolling. Well, one interesting thing about this is that the original issuance of these apes was by dividend to all AMC common holders. So there was one for one issuance. And so, you know, that's an interesting conceptual thing because you can say that sort of cuts both ways in my opinion because in one sense, it's like you were sort of like, so you were, you were forcing a vote on every AMC commonholder in a sense by giving them an ape that was going to vote in the direction of whichever way the voted shares went if you assume that retail is not going

to vote then by giving them an ape you were like forcing a vote on them and then we'll now we'll do the reveal which is that AMC entered into this agreement with Antara so Antara you know purchased what 100 million six there's a 60 in there and a hundred yeah it was a 160 I care it was A lot, tens of millions. A lot of apes at $0.66 or 60 cents or something at a good discount, I think, to the market price at that time. And they entered in an agreement to vote for the amendment that AMC was going to put up for a shareholder vote to finally do the thing that they wanted to do, which was going to

be convert the preferred into common and finally issue, you know, increase the common stock such not only to accommodate all of the apes being conferred converted into common but also to grant them the well i guess once they do the reverse stock split and then they sort of have a bunch of the they don't need i don't think more issuance after that i think they sort of get what they want in terms of uh room to breathe so to speak i agree with everything said can i just add one thing yeah please do the only thing because i do think people get hung up on it i don't believe they issued apes at a huge discount. So I was just looking at my Bloomberg. And I'm looking at actually at the AMC press press release. Antara bought the apes from AMC at 66 cents per share. The closing

price of apes on the NYSC, this is in the press release, was 68.5 cents per share. So it was a small discount. But what they did do, they bought like a hundred million principal of debt at I think it was 20 cents on the dollar. And I think they exchanged it into apes at R. So if this went through, I mean, it was, and I think it still will be a very nice trade, but just, you know, it wasn't like apes were trading at $5 and they bought it for $0.60 or something. So that's a good point. That's a good thing. That's a good. That'll stick in my mind now. So it was 66 cents, but it wasn't that apes were at some higher price at that point. They were just at 68.5. So, but they got a good deal on the debt. Is that true?

They bought the debt at part, but then AMC let him convert it at, you know, at face value. So if I could buy something at 20 cents on the dollar and convert a pay's value the next day, I'd be pretty pumped for that. Yeah. So, you know, it's a good, it's a good deal. But so the big provision there is that they promised to vote a certain way and they promised to vote in favor of the amendment. And basically because of the number of shares that because of the number of apes that they bought, they effectively guaranteed that the vote would then go a certain way, presuming that. retail stockholders sort of continued their apathy and didn't show up to vote, you know, actually maybe even presuming that many of them did. I mean, it got very difficult, very fast in the face of Antara plus any sort of institutional holders or any other large holders to overcome this provision that has this uninstructed shares in the depository agreement. So it effectively just created this force of will to approve the bylaw.

amendment such that it was effectively a fate accompli where it couldn't be it wasn't not going to happen. So if the stockholder meeting was held, the vote was going to pass under this under this set of rules. And I think it was scheduled for March 14th. And so the eventually the proxy was issued and then I think the final proxy was issued and then the plaintiffs here came in and asked for a preliminary injunction to stop the vote from happening. It turned out that there was a whole series of events and eventually they allowed the vote to go forward, but they put a status quo order in place such that the results of the vote wouldn't be effectuated and there would be basically a stay of any implementation of the vote or any effectuation of the vote until further

order of the court and that's sort of still the status quo that we're under right now. And now, a quick word from our sponsor. Are traditional expert calls in the investment world becoming obsolete? According to Stream, they are. And you can access primary research easily and efficiently through their platform. With Stream, you'll have the right insights at your fingertips to make the best investment decisions. They offer a vast library of over 26,000 expert transcripts powered by AI search technology. Plus, they provide competitive rates on expert call services, and you can even have an experienced byside analysts conduct the calls for you.

But that's not all. Stream also provides the ability to engage with experts one-on-one and get your calls transcribed free of charge, all for 40% less than you would pay for 20 calls and a traditional expert network model. So if you're looking to optimize your research process and increase ROI on investment research spend, Stream has the solution for you.

Head over to their website at streamrg.com to learn more. Thanks for listening, and we'll catch you next time. So the March, I think it happened a little later. No, it did happen on March 14th, but the March 14th meeting happened. The vote passes because of all the things we talked about. I think the majority of AMC shares that vote actually vote for this, but it's by far not enough to get over the line. I think only like a third of AMC shares vote. So this has like kind of passed, but we've been in this huge

limbo because some AMC shareholders are suing to block this thing. And I guess my first question is, I mean, we do have a settlement stuff, but what are the AMC shareholders suing to block? Like, why are they suing to block this thing? So there's two main bases for the lawsuit. And There are two suits that were consolidated into one action, and the first suit has sort of two separate bases, and the second suit only has one of those two bases in it. So I'll just explain the two bases, but understand that only the one is shared by both students. The first is a statutory claim, which is under 242B2, which effectively says that because the, that effectively the, that effectively the, the, the, the, the, there's a lot going on with the 242B2 claim and there's so much so that I'm there's literally legislation in the Delaware legislature that's probably going to pass like in the next day or

so that that's going to impact this so it's it's hard to unpack it all but effectively that there should have been a a different type of vote that was required to pass this this vote to pass this bylaw amendment, and that was not the kind of vote. The class should have voted separately because its rights were impacted by this because effectively there was, there was dilution of the class. And they held a vote instead of all stockholders. And so there's, there's current case law that's sort of up in the air about this. There was a ruling last year from Vice Chancellor Zern that created a whole sort of wave of SPAC litigation about, you know, there was the Garfield v. Box case that sort of touched on this 242B2 issue. There's like so many

little interesting points for me to nerd out about about the 242B2 issue that like aren't really quite central here because we're not probably going to get into the merits of the 242B2 claim. But like they just keep tempting me. And and then we have 242D, which is this brand new piece of litigation of legislation that's probably going to pass because, well, the way things work in Delaware is that lawyers write the legislation and then a legislator signs it. And so this is probably going to pass. And it's probably going to be in effect August 1st. And if you really want to go down a rabbit hole, we can talk in a minute about what that could mean for this litigation because it could mean something. I mean, it could.

could. It's like just a total conspiracy theory, but it could. So if I just pause this right now, so I think we went through the background and then we jumped. We got one claim done. We got one claim done. If I pause right now. So as you and I sit here today, it's May 23rd. It's my brother's birthday, which I could pull. I normally can't remember what today is. The vote has kind of passed, but it's getting held up because there was a settlement. This settlement was agreed to, but the judge said, hey, wait up. We can't rush the settlement through. So on one hand, we're waiting on the judge to kind of rule on the settlement is one hand. And on the other hand, you've got the legislation.

Like, just walk me down. Right. So the one, the, the, the, the point is that the plaintiffs were saying this vote wasn't the right kind of vote. Yep. And then they made a settlement that, whereby they said, okay, we're okay with that vote not being okay. We got a settlement out of it.

But there was another basis for the settlement and for this, the sort of like release of claims, which is there was a breach of fiduciary duty claim. And that's the one that was shared by both complaints. And that just basically said that, you know, this whole scheme to loop in Antara to do this deal with them to sort of end run around the retail stockholders desire not to be diluted. You know, they made their preferences clear when they refused to vote in favor of the 550 million share increase and then the 25 million share increase. And then you went and did it anyway effectively by doing this whole, this whole deal with the apes, everything that's sort of led us here to today to whenever this ends up sort of collapsing the preferred

and the common, it gets us to the same place that you wanted to get originally and you did it basically by breaching your fiduciary duties because you knew that that's not what stockholders wanted. The defense to that is that you had a compelling justification and that's what's required by the case law is a compelling justification. And AMC will say we had a goddamn compelling justification. It was that we were going to go bankrupt if we couldn't issue any more shares and raise more capital. So in the settlement, they say basically, look, AMC is going to say they had a compelling justification. So this settlement is valid. So we're here right now because there were those two claims. They settled the case. But because this is a class action lawsuit, the court has to

act as a fiduciary for all these other stockholders who are not the plaintiffs in in these two actual cases here. And the court has to decide whether the settlement is fair because you don't just want the plaintiffs in one particular case when it's a class action to be able to be bought off by the lawyers and say, oh, okay, I'll take my five grand and go home or something. So the court has to decide whether, first of all, we have to notice all the stockholders so that they can object, which is the process that we're in right now. And that's where things have really gotten off over else. Yeah, things have gotten really, really next level. And then we can talk through this process in a minute. But then once that process is over, the court will have a

fairness hearing and decide whether or not the settlement is fair. And inside of that fairness hearing, there will be a little sort of, she has sometimes referred it to as like a little peek behind the curtains into the merits of the case. You don't go all the way. You don't get your hands all the way dirty. You don't go into a mini trial of the case because that would defeat the purpose of having a settlement in the first place. You would lose all the benefits to the court of not having to do all the work of litigating the case. But you basically do, you do still consider what the case would have looked like and whether or not this is a fair resolution of the case sort of the court sort of substitutes its business judgment for, it's a business judgment kind

of standard, which it's a little confusing because there's the business judgment rule in Delaware, which is not the same thing, but it's a sort of just like, does this look good to me? It's a range of reasonableness kind of standard. It's not like you try to perfect the settlement. The court isn't here to like absolutely reach in and go, well, I don't like this little tiny little thing, and this isn't exactly the way I would want it.

And this could be just a little better. It's not supposed to be like that. It's supposed to just be like, hmm, this seems pretty fair. You know, it's, it's a pretty good standard. So that's what the court will be doing at the fairness hearing after hearing from the objectors. And so that's the basic lay of the land of where we're at now because both plaintiff and defendant are on the same side in a certain way once we reach a settlement because they both want the same thing.

They both want this to be over. And now we're sort of in this adversarial process with plaintiff and defendant versus objectors. And just last Friday, the first objector got, previously all objectors were pro se, which was an interesting dynamic. Just on Friday, the first objector retained counsel. And it remains to be seen to what degree that objector employs counsel in this matter. It's not clear whether counsel is going to be robustly employed here. But that'll add a new dynamic to the case.

to a certain degree. What are the objectors mainly objecting to? Obviously, they're objecting to the settlement, but on what grounds are the objectors objecting to the settlement? Well, I read, there's an 80, I think last I checked, it was like 87 page, sort of like they've created like a common brief. They're really doing a lot of crowdsourcing work. And, you know, I don't know, I have a very,

I'm a softie all around for a lot of things. And I have a soft spot in my heart for pro se litigants and for people who are just like, you know, I don't know, just dedicated to causes. And I think that I, I don't know, I think it's, I just have a natural tendency to think it's cool when people like are into things. I probably could be actually duped by people and I always believe the best in people. So if any of these people are just being assholes for some reason that I don't understand or they have some, you know, nefarious intent or there's some financial reason that they're doing this, I'm probably, you know, not seeing it because I am really never in the

financial weeds about all of this. So again, like as Andrews said, not financial advice because I am absolutely not considering any of this from a financial perspective. I am only considering all this from my legal nerddom castle here in the clabs. So, but, you know, they really are, like, working very hard to make legal arguments and to, like, greater and lesser effect. There are a lot of different things that they are objecting to, and they span sort of all different realms. And the thing about it is that I've been going back through all of Zern's, like, every settlement ruling that she's made in the last, like, I've just keep going back through the years as far as I haven't gotten back through her entire tenure yet, but I'm getting there. And I keep running into times when she deals with objectors and some pro se objectors. And, you know, she's always very generous with everything that she does.

But she's very also principled in how she deals with things. And she is incredibly good at staying in her lane much better than I am. I mean, I'll like, you know, veer off into like, never, never land if my brain. There's some 10,000 word posts from the Chancery Daily. Yeah, I mean, you can have proof on the internet. But she will just like cut it off. Like she will just be very clear, like, this is not my domain by. You know, like, and so I think she.

She's going to be very good at saying, sorry, like, the fact that you think Ken Griffin, Griffith, I never get it right. Ken Griffin, that you think Ken Griffin is like a bad dude is not my problem. Like, the fact that you think that short sellers are evil is not my domain. Like the fact that you think that, you know, pay for order flow is a is a poor system or is somehow disenfranchising you. That's not something I have any control over. Like, there are all sorts of. huge massive like sort of high high high level problems that people are complaining about that the court of chancery just has no jurisdiction over nothing could possibly be done on the level of this case that could impact what the relief that that is being sought by some of these objections and and it's frustrating to me not not like frustrating like I'm frustrated with the process it's just it's like tugs on my heart because I know that some of these complaints are valid in terms of generally. They're not wrong in some of the things that they're complaining about, right? They're just addressing it to the absolute wrong place. Now, the problem is I don't think that

there's probably anywhere proper to address the objection where anyone would listen. So like I don't, I'm not saying that there's like there's probably not a government agency that would give a, There's probably not like, you know, there may not be an actual human on earth who would actually take the time to, there just might not be a structural entity in place right now that would actually care because of financial incentives and whatnot and whatnot. But there are real things that that suck about our financial system. It's just that what are you going to do about it? Like, okay, Robin Hood, like, you're not Robin Hood's customer because pay for order flow makes, you know, the customer really is like Citadel or something else. And so that means that when you have to get notice of your settlement, you're not, you're, you're just the, you holding street name when the whole thing is set up here for you to get notice, there's all kinds of court of Chanstree case law that says when you hold in street name, you take the risk that you don't get notice about a settlement like this. Well, no one understands that. Nobody knows that. Nobody got notice about that when they signed up for Robin Hood or some other, you know, shitty app broker, whatever. Like, so. is that fair like i don't yet it's the law like it it's it's a risk that you

undertook when you got free trading i mean i remember when i started trading 20 years ago i had to pay like seven dollars a trade to trade with like e trade or some shit and it was like well it was exciting when it became cheaper to trade but there's a cost to that there's a cost to that efficiency and it's that you are no longer the customer and now you're just the product that's being sold to someone else. And so, like, the objectors are complaining and objecting to a whole bunch of things that have nothing to do with the settlement. And what Zern, I have seen her be very good about is that the thing that she will consider at the fairness hearing is the give versus the get. So what is the defending giving and what is the plaintiff getting or what is the stockholder

class getting? And when she analyzes the objections, she will analyze their relationship to the give and the get. And I don't know. Her brain is like so much. better than mine at this kind of task because she just like is so incisive about like is there a connection and she can just be like nope and like boop you know like it like it just goes in the circular file like if it's if there's not it's not proper for her consideration and so i think that she's going to be very clear about that now there are some objections that are relevant and I think the main ones are going to go to, I mean, I'm not saying that they're necessarily like strong or like that they can overcome the validity of the settlement.

I'm saying that they are at least within the realm of considerability, which is like, you know, was the case prosecuted robustly enough? You know, it only, there were no depositions taken. But that could be justified given the sort of, I, I, I don't. given the time constraints and the sort of pressures on the company and the alternative of having the company sort of languish and honestly given the threat of sort of what's happened in the inter like you can see what time is doing to the company can I ask a quick question one of one of the things so you said there were no depositions and just remembering from Twitter and

some past trials I've been involved in like oftentimes a settlement can be hey the executives don't want to go through a deposition. So you get a better settlement in return for sparing them the pain of the deposition. So I understand why maybe somebody would not be happy with that, but isn't that kind of calculated into the settlement? Yeah, and that can be a great, you know, retort to that complaint. So, I mean, that I just think that's, that's like the type of a valid objection that would be, like, that's within the realm of something you can say that's valid to object to, which is just that these plaintiffs didn't prosecute the case hard enough. that is like a valid thing to say and your your response is a valid response so that's just then

something she would have to weigh that's that's exactly what they would say in response is like look this happens all the time this is exactly when you settle a case is when the CEO is up for deposition he's like hell no I think the thing that's just drove me crazy and you put it really well like I bought a very very small position in apes right when the settlement came out right when the deal came out because like these are going to collapse it's going to be great and my god has it not worked out like that. But the thing that's driving me crazy is, as you said, like, there are plenty of issues with the financial system. There are plenty of things we can talk about that are crazy. But like, this is a company that is kind of really struggling. They need to raise equity.

And people are coming out and launching objections to this, they're going on a crusade against Citadel. And as you said, whether that crusade is just or not, it has no bearing on AMC needs to get away to raise equity so they can. So I can continue to go see Guardians of the Galaxy at the Gibbs Bay on 34th Street. Right. Yeah. I mean, and I think that, you know, like I say, I think this is one of Zern's particular skills is being clear headed about these things, like, in a way that is the opposite of my brain. It's one of the reasons that I like studying her opinions so much because there are ways that I feel like I vibe with her thinking and there are ways that I feel like I learn from her thinking because she can just let it go, like frozen, you know, like just like she can just let it go. And I'm like, but I'm like a little hung up on this. She's just like on to the next thing.

She's just like, you know, like that case is dismissed because I don't have, you know, it's just like, you have to do that obviously. I mean, I would be a terrible judge. Doing 20 cases, yeah. She's like she's great at this. Speaking of on to the next thing. So we talked about a lot of the retail shareholder objections. I think there are three parties who are really interested in.

I mean, obviously A&C is interested in executives. There's the retail traders. I think we talked a lot about them, especially the ones who are filed objections. There's the media. AMC still gets a heck of a lot of clicks. And then there's the hedge fund types, which maybe I'm a part of maybe I'm not, I'm not sure. But we talked about the retail traders. I know hedge funds email you constantly. When you were saying before the settlement, we were saying they're not going to rubber stamp the settlement. They're actually going to do it. I know a lot of hedge funds like called me

and we're saying, I think they're going to rubber stamp the settlement. And in the back of my mind, I was like, I get why it would, but I would never bet against chance in anything Delaware. So, you know, as it is today, I know a lot of hedge fund types reach out to you. What do you think the hedge fund types mainly are getting wrong about this process or about what they're thinking about the case right now? Well, I will say I was literally the only person who said that the right thing about what was going to happen last time. You did. Every single person was like people were calling me and saying, are you sure you don't want to change your position? Because everyone is telling me that you're wrong.

And I was like, dude, I'm getting so ghastly, but I am so sure. There are weekly options. And I had people talking about which weekly options. options to buy, like would it settle it by March 14th or March 21st? And you came out and said, I don't know. She's not going to rubber stamp it. And every time somebody called me, I'd be like, look, I just don't bet it gets chance on anything, Delaware. And I remember when you spiked the football, it's like, she deserves it because I probably had 12 people reach out to me about this is going through. This is a done deal. Well, I'll just continue to spike that football for

the rest of my life. But, you know, it, I think that I think, oh, boy, you know, it's hard because I don't actually know sort of what it's gotten so crazy that I don't really follow what people are thinking about the case right now in terms of like what expectations are. I don't know like what the market is. I'll tell you what I have heard and I think it gets really complicated. But what I have heard is most people think this settlement eventually gets approved. And it's probably in the late August, early September time frame. when this goes through. So if I told you that was kind of what the market is thinking, what would you say to that baseline expectation?

I think like on as a sort of average, it's not a, it's not a, it's not crazy. I think it's, I think it's maybe like a more of a, an average of probabilities than it is like a necessarily a clear trajectory because there are so many unknowns right now in terms of, there's one path that's very clear and there's one way I can think about this case that is very direct like it's just like I can make it all make sense and it all happens very cleanly I can make it I can sit down and I can think it through and it's just like I can think through a way that vice chancellor's earned things I can think through a way that that she handles the objectors I can think through a way that she has handled this thing. relentlessly fast. She has been incredibly efficient. She has been so Johnny on the spot. She has a special master behind her.

She has like the will of God in her right now to just like get this thing done. She is just a, the will in her like is amazing. She is just like and she's, but she is also like taking bold steps. She is, you know, granting. access to discovery. These things are like she's being bold and she's being decisive and like, I don't know, she's doing what she needs to get it done and like she is being incredibly fast about it. There have been upwards of over double digit times in this case now where she has had to

weigh in whether just whether an opinion or by letter. and in every single one of those times she has weighed in in zero one or two days of it being ripe for her to weigh in that is extraordinary that is like and it didn't strike me until I went back and actually looked at all the data the other day in terms of like holy like that's that's just something different that and I went back and I looked at every other decision she put out this year and the timing of it and sort of like how that compared and whether there was any other case where she had ever done anything like that. And the closest thing was something small that she had put out in another case in three days. Like this is extraordinary and she's

handling it like it's extraordinary. So that really argues for the whole thing to like be made to happen. Now the thing about Vice Chancellor Zern, however, is that she is incredibly principled. And so if she finds something that she doesn't like about this settlement, or if she finds something defective about the notice or something, she is also not just going to let it go like frozen. Because she is also, like you can see from the Garfield versus Box decision that that decision had consequences. Like, Vice Chancellor Will handled 150 SPAT cases this year because of the box decision. And that didn't stop Vice Chancellor Zerun from putting out the box decision. So, like, and that's, that's not uncommon for Vice Chancellor Zern. She just does what she thinks is right.

She is very, she was Department of Justice before she has a vibe about her that is so, I don't know, I just keep saying it, but it's just so strong in her. Like, I feel like she is so, I think some people feel like her decisions, sometimes they're hard to predict. I don't, it's, I don't think that it, I think if, I don't feel like I always have my finger on what her Bible is, but I feel like she's incredibly predictable if I could just get my hands on her Bible because she's following her, her Bible.

Clearly. So you mentioned she will, she will have no problem. I'll put, I'll put words in your mouth there. People can just quote me. She will have no problem tearing the settlement up if she finds something defective with it, right? Whether that's- She has done that before. And she has done it even with a cash settlement, which was like an incredibly rare thing to do. And she did it last year. Based on what you've seen so far, obviously there's things we don't know. There's things that's come out. Is there anything that you would think in this settlement that would be defective? Is it just too early to know? Or are there, so far does it seem all right? Yeah, I've just started diving into the merits of it. And honestly, like this case, I feel like I'm just walking in a field of landmines every time I dive into every document. I just have like this stack of papers right here. And I started last night. It was up until another three in the morning, just like freaking out, just like every... I couldn't believe how much you wrote on this case this weekend because I felt like I spent half my weekend reading what you wrote on this. I didn't literally do a single thing this weekend other than work. I mean, I was absurd. I've never worked this. I've worked so much in my life.

life and I have never. I don't even know. It's disgusting. But the point is in terms of the merits of the case, there are a couple things that like are starting to, I don't want to like free people out because I am a, I'm easily freaked out. Like I'm easily, I'm easily interested in things. So I'm not the best person for like an arbitraiser to just listen to. And then I told you, do not take this as any kind of financial advice because I'm easily fascinated by things. So it's like when I first read something, I can be like, oh, what is that? I've not. never heard of that before. And that's interesting. And this could be great. I'm like, I'm great for people who are interested in every possible contingency because I see every little thing.

But I'm also like the worst person to listen to if you're hyper paranoid about something going wrong because I will see every little thing. You know what you are? You're a really good lawyer. You see every possibility. Right. Right. Exactly. Right. So, but there is, there are a couple things like, so everything about this case is pretty much absolutely novel. And one of the things that's very novel about the case is that the settlement, the class runs up until the reverse split. And that means that you can join the class the night before the reverse split. Or like, I don't know when the like, I don't know when trading is going to be stopped on

apes. But it's just like, it's not wrong. There's just no case law on it. It seems like the harm is done to the people the day before, the harm should have been done to the people the day before the entire announcement got made, or maybe the day before AMC spun the apes off would be who I think should be harmed by it, right? So it is strange doing it up until the split, though it does make it certainly much easier for the company. Yeah, it's maybe one of those things that there's like no other way or practical way around it. Especially because your settlement is 1.075 shares of AMC instead of one. So there might just not be a practical way to mail somebody who owned three shares of AMC in December, 2022.2.21 shares of AMC.

But they're not even doing that. Like so and it also like they're not doing fractional shares for retail holders as far as I can tell or for like for street name holders. Like the it's it's what it looks like is only record holders get the fractional shares. basically the other brokers get to decide what they do with fractional shares, which I assume means no one's getting the fractional shares. Normally, normally what happens is the fractional shares will get like chopped up. So if you were in 0.5 shares of AMC, the brokers will like sell it on the market. And, you know, they pay every person $2 if it was 0.5 or something.

And I don't think it's crazy. It doesn't cost a lot of money, but who knows. Right. So anyway, like, so that that class thing, is one of those things where it's like, well, I just don't know because like with someone like vice chancellor or Zern, she could just be like, well, that makes perfect sense. Like there's, there's not another practical way to do it. That seems reasonable. It's practical. I approve. Or she could be like, well, that's fucking nuts. Why are you doing it that way? There's something that I

thought of because I'm so smart. And like, that doesn't make any sense to me and causes this you know, unforeseen thing. And so because I've just started to think through all these little weirdnesses, I don't, there's a lot there still yet to think about. I mean, I've just got done thinking about all the procedural things. So let's jump to a completely different thing. There is legislation in Delaware that will kind of fix this problem that got issued. And I think you said it would pass as of August 1st or something, if I remember correctly. It'll go into effect August 1st. Which, you know, the settlement might not be in effect before then. Does the legislation impacts this settlement, this issue in any way she performed?

Well, I think that the only way that it could come into play is if, so if the, if the vice chancellor were to do something in July, say, that causes the termination condition as defined in the stipulation, for instance, if she substantially modifies the order and final judgment, or if she disapproves the settlement, or if she, those are the two main things. If she rejects the settlement or if she makes substantial modifications,

there are, I think, three or four things that are the termination conditions where either party can terminate. Now, I don't think plaintiffs are going to terminate, but I think AMC will walk, or if she leaves the status quo order in place pending appeal or something,

there are various reasons, reasons where AMC has the right to walk away from the settlement. You could imagine a situation where as of August 1st, if AMC can simply do, they don't need a vote anymore, arguably. Now, the legislation is brand new. So it's also untested. It's also slightly complicated. I haven't looked exactly at the language of their bylaws mapped against the legislation. The legislation, like I say, it's a, it's, it's just been birthed. It's like got no, it's, you know, naked and crying on the street. It's like, you know, when legislation is so new, it's hard because it's got no interpretation. It's, it, these things are never super clear. Like, it's like, well, what about this

tiny, minute thing that nobody explained? Well, what about, does it apply to this little weirdness? How does it map onto this part of their, you know, charter? Well, we don't know. And so we'd have to look at the exact language of their charter, the exact language of the amendment and how they map onto each other. But presuming that it could work, they just might not need a vote at all anymore. And then why wouldn't they just walk? I mean, there's a lot of reasons, reputational. There's a lot of reasons why just like shoving this down.

the gullet of all of your stockholders is probably not the greatest thing you could do. But, you know, they could potentially think of a way to pitch it. I don't know. It's like something that could happen. And you would blow up, you could potentially blow up a lot of relationships, but maybe they think of a creative way to, like, sell it. I had to, at some point also, like, it becomes stakeholders, not shareholders. And if this doesn't go through, I think the board might have to start thinking stakeholders,

not shareholders at some point. So speaking of the board, if you, I mean, maybe you have a, this other conspiracy theory. Do you have another conspiracy theory on your list about what might happen to the board after June 16th? No, no. I'd love to hear it. Oh, well, when's the last time AMC had an annual meeting? Good point. It was last June, right, where the first attempt to get this through got disallowed. Yeah, so June 16th. So if they don't have another annual meeting by July 16th, then there could be, they could basically, sue to hold either to basically, I don't know, reconstitute the board or, I mean, it could be

a complete should show, either to call a meeting. I mean, it could just devolve rapidly. I would love, I actually would love if AMC shareholders, now I don't think it would happen because I think if I remember quickly, Apes to vote on directors and everything as well, so Apes aren't going to replace this board. But I'd love if AMC shareholders like voted this down and had, you know, meme lord 420 took a became the chairman of the board that i took it honestly so that's one of the big things that actually in the in the objection i mean it's it's fascinating because one of the objections in the in the in the main common objection or whatever they do list a lot of creative proposals for what they would like to see in a sort of like better settlement terms and they're

actually you know they're not like give us a bunch of money they actually don't want like more consideration. What they want is representation on the board. What they want is to be hired for like IT positions. Like they want like they want to be part of the company in different ways. They want, you know, some maybe blockchain technology. But to be fair, Vice Chancellor Laster has advocated for the use of blockchain technology to, you know, keep stockholder records. So, you know, they want that kind of representation. But, you know, they really should have So June 16th was the last general meeting, and they are supposed to notice 60 days before the date of the meeting, and they have to hold one every 13 months. So May, June, July, we passed the, we're, we're in trouble, we're entering troubled waters.

They are, but I think you can get a 90-day extension or 180-day extension from Nazak or NYSC or wherever they're traded, couldn't you? I, you know, those particularities, the conspiracy theorists will have to ride with that one. I got a lot of questions from ape shareholders who were asking about the reverse. Look, right now you've got AMC shareholders sued and said, hey, this wasn't fair to us. They got a potential settlement. I got a lot of questions from eight buyers who said, hey, what about AMC's liability to eight buyers, right? Like you issued these apes. You said they were economically equivalent.

Well, they're not going to be economically equivalent. You're going to do a semi-reverse split or whatever. You're going to do a 1.075, a basically dividend to AMC shareholders. So they're not economically equivalent. You said these were going to convert. They didn't. Is there any liability from AMC to eight buyers? I mean, frankly, I've always thought that the main lack of equivalence was the voting rights lack of equivalence, first of all, was my, when I first read the whole thing, I was like, well, they're not equivalent because they don't have the same voting rights, because being automatically voted as an uninstructed share is not, in my opinion, equivalent voting rights.

So that would be my first argument about why they're not equivalent rights. The shares don't carry equivalent rights. whether that's a valid argument under all of Laster's recent opinion in SNAP is like a whole other can of worms that I would have to really dive into. But, you know, aid claims are interesting because first of all, there's one other like a wormhole that I went down last night was that one concern I have about the current stipulation. And again, this could be something that's totally benign. and like not cancerous, but that I have a slight concern about is that the release, the scope of the release has always been something that I've like really wanted to put my mind toward because scope of the release is, you know,

just something that the court will have to consider at the fairness hearing. And scope of the release can be a point of contention because historically there's been a desire by defendants to have a very broad scope of release. Like there's a term in court of chance rate called intergalactic releases, which gets sometimes misconstrued. But there were like, you know, releases just got broader and broader and broader in scope to where they were just getting released for all claims, for all eternity, for all stockholders, for every human on earth.

You know, it's like, well, you can't do that, right? You have to be limited by something rationally related to the claims, et cetera. So I looked, just struck me last night again since 2 o'clock in the morning brain, so take it for what it's worth. but they're releasing claims from eight holders also here, which struck me as weird. Eight holders aren't part of the settlement. It seems a little weird that they're released.

Why it struck me too. So da-da-da-da-da referred to in the complaints that relate to the ownership of common stock and or AMC preferred equity units during the class period. So it's not like, it's not all ape holders, but it's any claim that any AMC holder has related to their ape holding. So basically, if you're an AMC common holder, you are giving up your claims on any ape holdings. That does make logical sense to me because you can't get paid on both sides, right? But at the same time, if you owned- But why? It's like a different stock. It's a different security.

If you own 500 AMC shares and 500,000 ape shares, it seems weird that. that, hey, both sides got harm. The board did it to both sides. Yeah, it does seem weird. So that's a little weird to me, and I wonder about it. So that's one thing as to the ape claims. But more broadly, there's always been a sort of a grapevine talk about how ape claims were unlikely to come to fruition,

just given the dynamics of the parties involved. and the most prominent holders of apes were always the least likely players, stakeholders to bring claims. So like retail were unlikely to bring claims and then Antara was unlikely to bring claims and then any other institutional players who held were unlikely to bring claims. Now, if those relationships devolve or something really major shifts, obviously that could change. But that's always been sort of the, you know, whether or not there were

meritorious claims underneath there, they were always sort of just dismissed as like, well, we don't really need to think about it too hard because none of the players, none of the people who would have those meritorious claims are ever going to bring them anyway. I think that there's certainly but an argument as much of an argument. I mean, to the extent there was an argument here, which, you know, you can debate how meritorious, you know, there was a whole debate in the beginning when this was brought that these claims weren't highly meritorious, that they were a pretty big reach. I mean, I do think if we had gone to trial on these, I think it would have gotten thrown out. I think they had AMC a little bit over a barrel where AMC needed to get this approved so that they could start raising funding like their business. So I think they had a time advantage. But as you said, like every day that this isn't approved, that timing advantage goes out the window because with the legislation, maybe AMC just doesn't even need the settlement anymore.

Again, at some point, it's stakeholders, not shareholders. You've been very generous with your time. I do want to ask two more questions. And then if there's anything else in your mind, we definitely can. Post-settlement, you know, let's say the settlement goes through. I did get several questions of, hey, are there appeal rights post-settlement? Like, how would those be handled? Yeah, there's a lot of work I've been doing thinking about appeal rights,

because the main sort of complex interplay with appeal rights is what happens with the, So the status quo order is in place. We know that. The status quo order being lifted means that the collapse of preferred in common can happen. And, you know, Vice Chancellor's Zern has been very careful anytime there's been any even discussion about the status quo order to, like, remind the parties that the status corridor stays in place. Like, don't mess with it. You know, like when it's clear that as soon as that thing's lifted, that collapse is going to happen. And the merger can't unscramble the egg, right?

Once the collapse happened, there's no undoing it. However, I will say that, you know, when they filed the unopposed motion to lift the status corridor, they did mention that they would have to apply to NYSC for Q-SIP combination, which could take like 10 days. So there's some question about whether there'll be some delay administratively on the back end after the, whether that'll have to happen after the opinion issues or not is a question. But in terms of appeal rights, there. There's, it gets complicated because in a settlement situation, you have to file your final order and judgment with this settlement.

It's part of the notice that actually the notice that went to stockholders references the final order and the proposed final order in judgment. And the stipulation for settlement actually says like the final order in judgment has to be entered exactly as we wrote it to be for this settlement to be valid. There's this big circularity going on, right? So it's like the stipulation says the final order and judgment is entered exactly as it's written. And by the way, this final order and judgment says that the status quo order is lifted as a matter of the thing being entered and the status quo order is lifted and the final order judgment is entered and this case is dismissed with prejudice, et cetera. It all has to happen like at the same moment.

So basically, if Vice Chancellor Zern wants to approve this settlement, she has to lift the status corridor at the same moment, moment being slightly broad term. But like, she has to basically issue the opinion, technically, like, the way it's written, she can't not, without some finagling or something. Like, she could maybe put a little stay on the lifting of the status corridor, but that's a little sketch. It gets really weird. If she does that, the eggs are scrambled. The thing is that any appeal anyway would probably require a bond. Well, I'm sure it would require a bond.

That was my last question right there. If they wanted to keep the status quo order in place. So, like, somebody is going to have to think these things through before the time for her opinion comes. Because the point being, when she issues her opinion, if she's going to approve the settlement, it should all happen at once. It should be like, boop, and then it's just done. because the eggs will be scrambled. And I actually don't think that's problematic because if she's going to approve the settlement

and the eggs are going to be scrambled, the standard on appeal is abuse of discretion and there could always be monetary relief available if there were some crazy shit happened on appeal and there was some reversal. I mean, I don't know. The likelihood of success and the merits that on appeal is so minute. It would be absurd to keep the company hanging

with a status co-order. And you was particularly, I don't think, think would ever do it. Basically, the standard to keep the status quo order in place pending appeal would basically be the standard for getting a preliminary injunction. So we would be back to what the standard would have been for them to get the preliminary injunction in the first place almost. It would be a quite high standard. But it would also be talking about the likelihood of success on the merits on appeal, which is never going to be, I mean, I don't know. It would it would be like, it would be unlikely.

Like abuse of discretion on appeal, I don't know, but this is a, you almost never get an appeal, you only get an appeal of a settlement in these cases where you have professional objectors. And usually those cases are much more like cognitive, like intellectually sort of stimulating because there are these big issues where like some professor has come in to object as a professional objector and there's this whole like issue of law that's at stake that's not quite what we have going on here we just have more like I mean you could you could make that this into that but it isn't quite there yet so point being there is a 30 day well there's some slight

weirdness about whether or not this could potentially have to be a partial final order in judgment but I think we'll get it to a final order it's technically right now right now right now's a final order in judgment and it should be. But there's some weird little tiny bit of case law that says it might have to be an interlocutory appeal, but you should ignore me because I'm just being a weird nitpicker. But assuming it's a final order in judgment like it says it is, then there's a 30-day window for appeals. And that in order to keep the status quo order in place, you would have to meet the standard for a preliminary injunction. And in order to keep that injunction in place, to keep the status quo or injunction in place, you would have to put up a bond. I mean, I can't

imagine she would just be like, oh, yeah, cool, keep the company hanging, not only pending the, to see if somebody like, I mean, she wouldn't, I don't know, like, the question is, would she put, would she keep the status quo in place to see whether or not anyone appealed? I don't think so. At some point, also, like, AMC does have breathing room, but the longer this goes on, like, there's not going to be a company. There's not going to be a company. I know.

I know. And I think that everything that she has done in this case shows that she understands. that. Like, she has not worked on a fucking Saturday morning offering an 8 a.m. conference call and a midnight deadline on a Friday for nothing, right? That's not normal. That's not normal. And now, a quick word from our sponsor. Are traditional expert calls in the investment world becoming obsolete? According to Stream, they are. And you can access primary research easily and efficiently through their platform. With Stream, you'll have the right insights at your fingertips to make the best investment decisions. They offer a vast library of over 26,000 expert

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You know, as you said, that's the thing, like, I think following this thing and like just for finance people, right, like AMC and 8, assuming the settlement, which I think it's more likely than not this settlement in some way or shape goes through, they should be worth roughly the same amount of money because they collapse, right? AMC is trading for $5 per share right now. ape is trading for $1.60 per share. That is insane. That is just insane. There's nothing like that in anywhere else. And there's all sorts of reasons for that, which is not the purpose of this podcast. But like, I just feel bad because we came on this podcast. We're like, this is the craziest thing. And I think people can get an idea of how crazy it was. But we didn't say like exactly what you said. When I was reading yourself over the weekend, I was like, wait, did she just say a judge set a midnight deadline on a Friday? And she set that Friday afternoon like for midnight. She said it at 8 p.m. Yeah, with an 8 a.m. with the offer for a. an 8 a.m. Saturday conference call. Like, I, like, I work in a for-profit industry, and I couldn't email someone at 8 p.m. on Friday and be like, hey, at a.m. conference call tomorrow. Like,

that would be insane for me. And she did it as a judge. Like, and there's just, there's so many, we haven't even talked about all the crazy things with like the discovery notices. It's just, it's so crazy. I think we got that a little bit across. But, you know, last year it was just, hey, Elon Musk is like hiring his own data scientists and there's AI bots. And here it's just like, we've literally gone to Mars. And it's just so crazy. You've been super generous within your time. Is there anything else you wanted to talk about, wanted to hit on? I'm sure there is because I read your sub-sac religiously.

But anything else you think we should have hit on the podcast that we kind of missed or anything? I think that, you know, there's just a real question about like, you know, how, like, this is a huge burden on the court, obviously. And like the amount of time and effort that the court has had to spend just managing this docket is, I can't even imagine the number. of you hear, I hear just the amount that I hear people saying on YouTube and stuff like, oh, I just got off the phone with the court. And I'm just thinking, why the, like, why are you random people calling the court? Like, I don't call the court. I don't ever, I call the court like once a year. Like, because I, I would, just to ask if, like, if it's an emergency and I need, like, a dial in for something. Like, I, I call the court so sparingly. Like, don't call the court.

But, I mean, of course, people need their due process. It's just a balance. But it's like, there are just so many people that just one calls of the court once per year for three million people is like a lot of burden on a tiny court. So, you know, it's, it's extremely overwhelming, I think, uh, in a way that really Twitter wasn't because Twitter employees weren't like calling, they were calling me. They weren't calling the court, you know, like there's just, uh, Delaware change the court. Correct me from wrong. But from Twitter, I remember it's like Delaware Chancy Court is literally like the biggest corporate legal battles of all time. And then two people who are arguing over like a $500 fence in Delaware. And actually the AMC case is

kind of a nice blend, right? Because it's a huge corporate like, oh my God, literally hundreds of millions of dollars at stake. And it's also the dude who's got a 500 500 of them calling into the court. It's kind of nice a blend. Yeah. It's just a I mean, I think it's like, you know, oh, the thing that we didn't talk about, I guess we should probably just briefly touch on is the hearing itself. So on June 20, yeah, that little thing, that little, that little thing. So on June 29th and 30th, so by May 31st, people, everyone who wants to object has to submit their objections. And those objections have to be submitted with a. notice of whether or not you want to appear in person at the hearing. And the hearing is June 29th and 30th. So I think by May 31st, somebody is going to know approximately how many people want to actually show up in person. It's not clear to me whether anyone else is going to know how many people want to appear in person. So there's also tons of logistics that I don't

understand how they're going to work. Like does everyone have to show up both days and just like chill all day um you're not allowed to like if you can't it's like gonna be like a uh what's that game where you have to like sit down and find a seat in the music stops because like yeah if you don't find a seat like you have to leave the courthouse and so like because there's no hanging out in the hallway so it's like the rules say if you can't find a chair you have to leave the courthouse but like i don't there's so many logistics that i don't i don't know there's just a lot not sort of solidified and probably that's because nobody knows how many people were talking about and you know there's a there's a big hurdle between typing up a thing and then getting to

wilmington delaware and like putting yourself in front of a judge and lawyers and everything else and and normally when these cases happen i mean i joke around a lot about like normally it's like mainly tumbleweeds that show up at these hearings i mean it's normally like nobody or like one person or sometimes there's two people or you know but it's not like a circus um Um, it's, oh, by the way, it's usually like 45 minutes or not, it's usually like an hour and a half maybe. Sometimes it's like a little, like maybe longer, but like it's not two days. It's just not. So this is going to be like, uh, unprecedented. Um, and there's just a lot still to sort out about what's exactly going to look like. And then, you know, on the 21st, Karin's going to be releasing her report. report and recommendations about the objections. Yeah, sorry. The special master is going to be releasing her report and recommendations.

So like the 21st of May, sorry, June, what is time? The 21st of June, we're going to get like a preview about all the like, you know, I was saying that vice chancellor Zern is very good at like delineating what is, you know, her domain and not. But Corinne has been equally good. Like Corinne put out a report and recommendation today about, um, And, uh, Mr. F. Hotler's, uh, motions. And she did a very zern like kind of analysis that was basically like, nope, this is not our domain. Like this is, you know, just sort of like dismissed,

dismissed because it was just not in the domain of the court. And, um, so I think she's also would be a better judge than I would. But, um, so the thing to think about is that on June 21st, you're have like a reporting recommendation that says here's how to handle these objections which like these reports and recommendations are landing like like they are like like orders of the court so it's going to be interesting vibes to like go to the hearing having that out there because presumably it's probably going to say mostly that the objections are overruled just because a lot of them are outside the domain of the court, you know, I don't know how it's going to handle the ones that are more sort of finally directed at the court. Like there are claims that

Brian Tuttle has about the 242B2 claim that are much more nuanced. There are claims that he has about like, you know, there are some other claims that he has in particular and some of the other some of the other like previous interveners have, you know, that are definitely more legal claims and she'll have to address those on their merits. And I'm not sure exactly how she's going to address those. But some of the other claims are just, unfortunately, outside the jurisdiction of the court. And I think those will be like, that's what she'll say about them. And so how do you then, it's like, well, then do some of the people not show up who said they were going to show up because they've just been told that the special master recommends denying or, you know,

overruling their objections. It's like, it's just an interesting thing to think about how that's all going to be vibes wise. I'm just, I'm really interested in, as you said, just going back to the hearing, like, they're usually empty. You know, normally you've got to have a pretty, a lot at stake to go. Like, right, the lawyers are getting paid. That's why they're going. I'm really interested in the, the traditional AMC shareholder who owns, you know, 100, 200, 300, 300 chairs. Amc is trading for $5 per share. Say them 200. It's $1,000. Are they going to fly to Delaware? Because they're very passionate, right? Like, you and I can say give a lot of adjectives of them, but one is certainly passionate.

Are they going to fly to Delaware, right? Drop $400 on train tickets on plane tickets. I think a lot of it's really going to be like it, you know, the thing is by then they've developed a lot of camaraderie and they've developed, they're developing a really strong community and they're developing obviously strong friendships. Some of them sound like they're talking to each other on a daily, if not like, hourly basis. And so they're probably going to want to hang out.

Like, they're going to, you know, like, I mean, last year, if it had been, if there had been a trial, like, we all wanted, would have wanted to hang out together, you know, it's like, I don't know, in a way, it becomes not about the hearing so much as like, it's an excuse just to go meet your buddies finally. And so you tell your wife or whatever that you've got to go to the hearing for your stock holdings. I mean, I don't know. It's like it does seem like there are other considerations that come into play. I missed the Twitter days because me, you and I would talk quite a bit during it, but me compound and Lionel would talk all the time during. And after the Twitter hearing, everyone was in New York and we went and grabbed dinner. And it was like, oh, I'm meeting my, as you said, I'm meeting my all-life friends in real life. This is so crazy. I feel like I've talked to them so much. But look, Chance, this has been fantastic.

I'm just, I'll include a link to Chance of Subsdack. I will just say, look, I, you know, I'm on the, allegedly on the buy side in finance. I get tons of research. I mean, I read almost everything you put out word for word. And it is a lot of words. I mean, Twitter was. Someone did ask why I like words so so much.

And I can't, I can't answer that other than with more words. Well, this has been great. But I would just say the coverage of Twitter because Twitter was a huge focus for me. And I had so many different legal. I talked to. And as I said,

I learned through that whatever chance says, there's a really good chance, at least on dollars. So look, you know, I think the substack is $100 per year. It is, if you're interested in legal,

And the great news is, I was wondering after Twitter went done, I was like, what is chance can do? And now you've got the answer. And I think there's just going to be the way the world is, the way corporations are. We're just going to have one absolutely crazy case in here. And we're going to be able to say, look, that's what the, the Chancery is for. We can cover this one crazy case a year. And anytime I see any of them going forward, you know, Burford's got a case against Argentina that's pretty crazy.

I thought about trying to get you on that, but that's in New York court, unfortunately. But I'll find another one for you. I'll find another one for you. Yeah, it feels like there's always going to be something at this. point. It really does. Well, hey, Chance, I really appreciate this. And I'm looking forward to next year when there's another crazy case having you back on to talk about it. Totally. All right. It's good to talk. A quick disclaimer. Nothing on this podcast should be considered an investment advice. Guests or the host may have positions in any of the stocks mentioned during this podcast.

Please do your own work and consult a financial advisor. Thanks.