The Chancery Daily and the Case of the Apes and $AMC (Podcast #168)

“Chance”, Editor and Co-Founder of The Chancery Daily, discusses the wild $AMC / Ape Case.

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Transcript begins below

Andrew Walker: All right. Hello. Welcome to Yet Another Value Podcast. I'm your host, Andrew Walker. If you'd like this podcast it would mean a lot if you could follow, rate, subscribe, and view it wherever you're watching or listening to it. With me today, I'm happy to have Chance from The Chancery Daily. Chance, how's it going?

Chance: Oh, it's crazy as usual. I guess it's great to be here.

Andrew: Chance. I told you before we started recording, 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 Trek today. But let me just start off with a quick disclaimer. Nothing on this podcast is investing advice. Neither of us are financial advisors. Everyone should just remember that, please do your own work. That always applies. That problem 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, 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 what I call the AI. 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 AMC ape lawsuit. There's a whole convoluted history there. We should probably start with that. The lawsuit has just taken every way, shape and turn, but I'll just toss it over to you. What's going on with AMC apes?

Chance: Oh, boy. Yes, it's been so wild. I honestly didn't think that anything could be more wild than last year was 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? 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 also getting messages saying, "You really should stay out of this one. You really should not get involved. You should just don't come near this."

For a while, I listened to those people, and they were wise to a certain degree, but now, 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 probably a hundred thousand words on my substack about this point, but I think the time has dilated in a way that response getting now it doesn't 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, AMC, throughout the pandemic, obviously AMC suffered huge losses in business and they needed a way to raise capital, and they quickly ran out of stock to issue on their common stock, their normal issuance and they ended up getting creative, you could say, with the way that they handled that problem. And they've found some preferred stock lying in the back room somewhere.

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, CC forms, 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 depositories shares that were like worth 1/100s of a share, that then because they had super voting rights, you could basically balloon out one share to 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, but they had issued back in like 2013 or something.

Anyway, they did this sort of magic prick to issue the apes, which was by the book legal, like, it was like on its face, followed the terms of their bylaws and everything.

Andrew: Can I pause you for one second, Chance?

Chance: Sure.

Andrew: I think everything you said is right. I think one important thing, 'cause it does come into play, is AMC was limited to like 550 million shares or something by that charter?

Chance: Right.

Andrew: And before they went with the ape route where they spun out preferred and they did this and kept one of the preferred, as you said, was this super voting right, they tried to get their shareholders to approve.

Chance: Oh, right.

Andrew: An increase in their share count. 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 count 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.

Chance: 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 line have looked like. So anyway, but yes, you're right. They did sort of make an attempt, actually two attempts, I think. And it didn't come together, let's say. You can query sort of how hard they tried and what sort of legs they went to and what their likelihood of success would've been if they had had just gone for it. But for various optics reasons gestalt memes stock, vibe reasons. They didn't ever go through with it and have it fail, I think because having it fail would've been problematic for 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 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, we just [crosstalk] this time, we just need a little bit of money. And that didn't work either. And by that point this sort of story of dilution had, I think, made a big kind of mimetic journey down the social media past. 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 on online. Then the company as a meme stock, then they're fighting this narrative online about no dilution. It's like when you become, 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 the fundamentals that 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, or you're sort of a mimetic concept that people are talking about. That's what it means to me at least. It means also that your CEO has become someone who now spends his time raising capital online by sharing memes and having a memetic energy, right?

Andrew: It's so funny, the man used to work for a private equity firm. I believe, from memory, 'cause I followed AMC for years, from memory he was the CEO of the Steve Resort company. He's worth tens and tens of millions of dollars before this hundreds of millions. I think he was also CEO at a Cruise Line if I remember correctly. He owned part of the Sixers, if I remember correctly. It's like this is the champion of the retail stockholder. It's just so funny.

Chance: It is. It's such an amazing story. It's got so many fascinating aspects to it. And the thing that I didn't appreciate at first when 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 actually quite good at being a meme stock CEO. I mean, to the extent that was the job that needed to be done to keep the company alive during the pandemic. If it was the case that the pandemic happened, business was impossible as it used to happen. People going to movie theaters 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 then it becomes a cluster fuck. He sort of tried to get through every hoop there was to get through and he's done an interesting job at his job if that's his job, right? It's fascinating.

Andrew: Things like issuing, like, it sounds silly, but putting out the popcorn and Walmart nobody really wants to buy AMC brand popcorn except for probably some retail shareholders. But just doing that, even if it's like kind of a breakeven proposition, if it gets the shareholder basic side, 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 cuz 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.

Chance: Yes. So when they're issued, 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. Cuz like I've gotten emails with like proof of proof I noticed when I read the [crosstalk].

Andrew: I know one or two people, I think you might have posted something. They were like, I noticed I've got the receipts and they were sending in questions in front of this podcast.

Chance: Yes, exactly. So like, "Yes, okay, I see you people smarts who like saw the agreement but it was made public. It was available if you were a really [inaudible] that the depository agreement had this provision in it that said basically if you have an uninstructed share this 1/100s of the depository share. And again, this is 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 Citi was the one, now we find out that Citibank was the one who sort of architected this. It, it all sort of makes sense because Citi 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...

Andrew: We're in a banking crisis right now, and a lot of banks have some type of preferred outstanding. I've been looking at them a lot and every time they look, every now and then in the 10k I'll stumble on thissubmission. [crosstalk] And I'll think, "Oh yes, there it is."

Chance: Exactly. So it's basically it tells computer share or something?

Andrew: Yes, computer share. Yep.

Chance: Yes. Tells computer share basically, "Hey, if you have an unconstructed 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 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, 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 forcing a vote on every AMC common holder 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's 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, purchased what, 160 million- there's a 60 in there and a hundred, there's some...

Andrew: Yes, I thinks it's 160 I heard. It was a lot, tens of million.

Chance: A lot of apes at 66 cents or 60 cents or something at a good discount, I think to the market price at that time. And they entered into 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, will increase the common stock such not only to accommodate all of the apes being converted into common but also to grant them- Well, I guess once they do the reverse stock split, and then they don't need, I don't think more issuance after that. I think they sort of get what they want in terms of room to breathe, so to speak.

Andrew: I agree with everything you said. Can I just add one thing?

Chance: Yes, please do.

Andrew: 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 release. The Antara bought the apes from AMC at 66 cents per share. The closing price of apes on the NYSE, this is in the press release, was 68.50 cents per share.

Chance: Okay. That's fair.

Andrew: So it was a small discount, but what they did do, they bought like a hundred million principle of debt at, I think it was 20 cents on the dollar, and I think they exchanged into apes at all. So if this went through I think it was and I think it still will be a very nice trade, but just, it wasn't like apes were trading at $5, they bought 60 cents or something.

Chance: Okay. So that's a good point. That's a good thing. 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?

Andrew: Oh yes, they bought the debt at par, but then AMC let 'em convert it at at face value. So, if I could buy so at a 20 cents on the dollar and convert it face value, I'd be pretty pumped for that.

Chance: Yes. So, it's a good deal. 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 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. Actually maybe even presuming that many of them did, 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 fait a company where it wasn't not going to happen.

So if the stockholder meeting ha 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 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 in that sort of still the status quo that we're under right now.

Andrew: I think it happened a little later. No it did happen on March 14th, but the March 14th meeting happens, 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 a third of AMC shares vote. So this has like kind of past, 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, we do have a settlement stuff, but what are the AMC shareholders suing to block? Why are they suing to block this thing?

Chance: 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 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 242 B2 which effectively says that that effectively- There's a lot going on with the 242 B2 claim. And there's so much, 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 hard to unpack it all, but effectively, there should have been a different type of vote required 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.

Effectively, there was dilution of the class, and they held a vote instead of all stockholders. So there's current case law that's sort of up in the air about this. There was a ruling last year from Vice Chancellor Zurn that created a whole wave of SPAC litigation. There was the Garfield versus Boxed case that sort of touched on this 242 B2 issue. There are so many little interesting points for me to nerd out about the 242 B2 issue that aren't quite central here because we're not probably going to get into the merits of the 242 B2 claim. But they just keep tempting me. And then we have 242D, which is this brand new piece of legislation that's probably going to pass because, well, the way things work in Delaware is that lawyers write the legislation and then the legislator signs it. So it's probably going to pass, and it's probably going to be in effect August 1st. And if you really 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. It's like a total conspiracy theory, but it could.

Andrew: So If I just pause this right now, I think we went through the background and then we jumped.

Chance: We got one claim though.

Andrew: If I pause it for right now, so as you and I sit here today, it's May 23rd. It's my brother's birthday, which so I could pull, I normally can't remember what the date 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 this settlement through." So on one hand, we're waiting on the judge to kind of rule on the settlement is on hand, and on the other hand, you've got the legislation. Just walk me down. What is the different [crosstalk]?

Chance: Right. So the point is that the plaintiffs were saying this vote wasn't the right kind of vote. And then they made a settlement 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 the 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 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, 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 deal with the apes. Everything that's sort of led us here today to whenever this ends up 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'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, a compelling justification. AMC will say we had a god damn 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's going to say they had a compelling justification, so 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 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 $5000 and go home' or something. So the court has to decide, 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.

Andrew: And that's where things have really gotten off somewhere else.

Chance: Yes. Things have gotten really, 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 fairness hearing. And inside of that fairness hearing, there will be a little sort of has sometimes referred 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 of litigating the case.

But you do still consider what the case would have looked like and whether or not this is a fair resolution of the case, the court substitutes the business judgment for its a business judgment kind of standard, which is a little confusing 'cause there's the business judgment rule in Delaware, which is not the same thing, but it's the sort of just like, "Hmm, does 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." It's a pretty good standard, like, 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 plaintiffs and defendants 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.

Now, we are sort of in this adversarial process with plaintiffs and defendants 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's going to be robustly employed here, but that'll add a new dynamic to the case to a certain degree.

Andrew: What are the objectors mainly objecting to?

Chance: Oh, god.

Andrew: Obviously they're objecting to the settlement, but on what grounds are the objectors objecting to the settlement?

Chance: Well, I read, I think last I checked, it was like 87-page sort of like they've created a common brief. They're really doing a lot of crowdsourcing work and I don't know, 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, I don't know, just dedicated to causes. 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 in, 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 nefarious intent or they're some financial reason that they're doing this, I'm probably, not seeing it because I am really never in the financial weeds about all of this. So again, as I 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 nerdom castle here in the clouds.

But there really are working very hard to make legal arguments and to greater and lesser effect. There are a lot of different things that they're 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 Zurns every settlement ruling that she's made in the last, like I 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 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 veer off into like never, never land if my brain...

Andrew: There's sometimes a thousand-word posts from the Chancery Daily, why was just that?

Chance: Correct, yes. You can speak, I have proof on the internet but she will just like cut it off. She will just be very clear like, "This is not my domain, bye." And so I think she's going to be very good at saying sorry, like the fact that you think if 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, pay for order flow 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 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 is being sought by some of these objections. And it's frustrating to me, not like frustrating, like I'm frustrated with the process. It's 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 I'm not saying that there's probably not a government agency that would give a shit, there's probably not like, there might 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 suck about our financial system. It's just that what are you going to do about it? Like, "Okay, Robinhood, like you're not Robinhood's customer because pay for order flow makes, 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 just holding street name when the whole thing is set up here for you to get notice. There's all kinds of supportive chancery case law that says when you hold in street name you take the risk, but 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 Robinhood or some other shity app broker, whatever. Like, so is that fair? Like, it's the law. It's a risk that you undertook when you got free trading. I remember when I started trading 20 years ago, I had to pay like $17 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 you're 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 Zurn, I've 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 defendant 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, 'Oops', it just goes in the circular file. 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'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're at least within the realm of considerability, which is like, "Was the case prosecuted robustly enough." There were no depositions taken. But that could be justified given the sort of, ironically 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.

Andrew: Can I ask a quick question? So you said there were no depositions, and just remembering from Twitter and some past trials I've been involved in, like oftentimes the 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 depositions." I understand why maybe somebody would not be happy with that, but isn't that kind of calculated into the settlement?

Chance: Yes. And that can be a great retort to that complaint. So, I just think that's like the type of a valid objection 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 response is a valid response. So that's just then something she would have to weigh. 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!"

Andrew: 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 deal came out 'cause, like, these are going to collapse, going to be great, and my God has it not worked out like that. But the thing that's drove 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 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 a way to raise equity so they can, so I can continue to go see Guardians of the Galaxy [inaudible] on 34th Street.

Chance: Right. Yes. Like I say, I think this is one of Zurn's particular skills is being clearheaded 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 opinion 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, just like she can just let it go, and I'm like, but I'm like a little hung up on this stuff. She's just like on to the next thing. She's just like, that case is dismissed 'cause I don't have, it's just like I, you have to do that obviously, I mean I would be a terrible judge, but like she...

Andrew: In like 20 cases. Yes.

Chance: She's great at this.

Andrew: Speaking of on the Next thing, so we've talked about a lot of the retail and shareholder objections there. I think there are three parties who are really interested. I mean, obviously, a AMC is interested in an executive. There's the retail traders, and I think we talked a lot about them, especially the ones who are following objections. There's the media, AMC still gets a heck of a lot of quick clicks. And then there's the hedge fund types, which maybe I'm 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 when you 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 were 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, as it is today, I know a lot of hedge funds had to 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?

Chance: Well, I will say I was literally the only person who said the right thing about what was going to happen last year.

Andrew: You did.

Chance: Every single person, 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 gastly, but I am so sure."

Andrew: Chance, there are weekly options, and I had people tell talking about which weekly options to buy, like would it settle 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 would call me, I'd be like, look, I just don't bet against chance on anything Delaware. And I remember when you spiked the football, I was like, she deserves it. 'Cause I probably had 12 people reach out to me about this is going through, this is a dumb deal.

Chance: Well, I'll just continue to spike that football for the rest of my life. But 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.

Andrew: 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 timeframe 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?

Chance: I think, as a sort of average it it's not crazy. I think it's maybe like a more 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'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 Zurn things. I can think through a way 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 the will of God in her right now to just get this thing done. The will in her is amazing. And she's also taking bold steps. She is granting access to discovery. These things are like she's being bold and she's being decisive, and I don't know, she's doing what she needs to get it done, and 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 a zero, one, or two days of it being ripe for her to weigh in.

That is extraordinary. And it didn't strike me until I went back and actually looked at all the data the other day. That's just something different 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 be made to happen.

Now, the thing about Vice Chancellor Zurn, 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 you can see from the Garfield versus Boxed decision that decision had consequences. Like, Vice Chancellor will handled 150 SPAC cases this year because of the Boxed decision. And that didn't stop Vice Chancellor Zurn from putting out the Boxed decision. And that's not uncommon for Vice Chancellor Zurn. She just does what she thinks is right. She was in the Department of Justice before. She has a vibe about her that is, I don't know, principled. I just keep saying it, but it's just so strong in her. I think some people feel like her decisions sometimes, if they're hard to predict. 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 Bible clearly.

Andrew: So, you mentioned she will have no problem tearing the settlement up if she finds something defective with it, right? Whether that's?

Chance: She will not. 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.

Andrew: Based on what you've seen so far, obviously, there are things we don't know, there's things that have come out. Is there anything that you would think in this settlement that would be defective? Is it just too early to know, or so far does it seem alright?

Chance: Yes, 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 this stack of papers right here, and I started last night and was up until another 3:00 in the morning, just freaking out.

Andrew: I can'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.

Chance: I didn't literally do a single thing this weekend other than work on it. I mean, it's absurd. I've never worked this much in my 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 of things that are starting to... I don't want to freak people out because I'm easily freaked out. I'm easily interested in things. So I'm not the best person for an arbitrator to just listen to and then make a decision. I told you, do not take this as any kind of financial advice because I'm easily fascinated by things. So when I first read something, I can be like, "Ooh, what is that? I've never heard of that before." And that's interesting. And this could be crazy. I'm great for people who are interested in every possible contingency because I see every little thing. But I'm also the worst person to listen to if you're hyper paranoid about something going wrong because I will see every little thing.

Andrew: You know what you are, Chance? You're a really good lawyer. You see every possibility, but you won't tell anybody what to do.

Chance: Exactly. Right. But there are a couple of things, 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 trading is going to be stopped on apes, but it's just it's not wrong. There's just no case law on it.

Andrew: 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.

Chance: Yes. It's maybe one of those things that there's like no other way or practical way around it.

Andrew: Especially because your the 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, 0.21 shares of AMC.

Chance: Right. But they're not even doing that. And also they're not doing fractional shares for retail holders as far as I can tell or for like street name holders. 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.

Andrew: Normally, if I remember correctly, normally what happens is the fractional shares will get chopped up. So if you were on 0.5 shares of AMC, the brokers will sell it on the market, and they pay every person $2 if it was 0.5 or something. And I don't think it, it's crazy. It doesn't cost a lot of money, but who knows.

Chance: Right. So anyway, so that class thing is one of those things where it's like, well, I just don't know because with someone like Vice Chancellor Zurn, she could just be like, "Well that makes perfect sense. 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 nuts. Why are you doing it that way? There's something that I thought of because I'm so smart and that doesn't make any sense to me and causes this unforeseen thing." And so, because I've just started to think through all these little weirdnesses, there's a lot there still yet to think about. I mean, I just got done thinking about all the procedural things.

Andrew: That's two 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.

Chance: It'll go into effect August 1st.

Andrew: Which this settlement might not be in effect before then. Does the legislation impact this settlement, this issue in any way, shape, or form?

Chance: Well, I think that the only way that it could come into play is if, so 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 in final judgment or if she disapproves the settlement, those are the two main things. If she rejects the settlement or if she makes substantial modifications, 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 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 just been birthed. It's like got no, it's naked and crying on the street. It's like, when legislation is so new, it's hard because it's got no interpretation. These things are never super clear. 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 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, reputationally, there's a lot of reasons why just shoving us 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, it's something that could happen and you would blow up. You could potentially blow up a lot of relationships. So maybe they think of a creative way to like sell it.

Andrew: At some point also 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.

Chance: Speaking of the board, maybe you have this other conspiracy theory. Do you have another conspiracy theory on your list about what might happen to the board after June 16th?

Andrew: No, no. I, I'd love to hear it.

Chance: Oh, well, when's the last time AMC had an annual meeting?

Andrew: Good point. It was last June, right? Where the first attempt to get this through got dismissed or whatever.

Chance: So, June 16th. So if they don't have another annual meeting by July 16th, then they could basically sue to hold either to basically, reconstitute the board or, I mean, it could be a complete should show either to call a meeting. It could just devolve rapidly.

Andrew: I actually would love if AMC shareholders. Now, I don't think it would happen. Cuz I think, if I remember correctly, apes voted on directors and everything as well. So apes aren't going to replace the board. But I'd love if AMC shareholders like voted this down and had meme Lord 420 took over, became the chairman of the board and they took it over.

Chance: Well, honestly so that's one of the big things that actually in the objection. I mean it's fascinating cuz one of the objections in the ain common objection or whatever, they do list a lot of creative proposals for what they would like to see in, sort of like better settlement terms. And they're not like give us a bunch of money. They actually don't want like more considerations. What they want is representation on the board. What they want is to be hired for like IT positions. They want to be part of the company in different ways. They want some maybe blockchain technology. But to be fair, Vice Chancellor Laster has advocated for the use of blockchain technology to keep stockholder records. So 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, we're in trouble. We're entering troubled waters.

Andrew: We're, but I think you can get a 90-day extension or 180-day extension from NASDAQ or NYSE or wherever they're traded, couldn't you?

Chance: Those particularities, the conspiracy theorists will have to ride with that one.

Andrew: 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 ape buyers who said, "Hey, what about AMC's liability to apes 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 what, not reverse? You're going to do a 1.075, basically a 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 ape buyers?

Chance: Frankly, I've always thought that the main lack of equivalence was the voting rights. Lack of equivalence, first of all, 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 unconstructed 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.

Now, 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, ape claims are interesting because, first of all, there's one other 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 not cancerous, but I have a slight concern about is that the release, the scope of the release has always been something that I've really wanted to put my mind toward because scope of the release is just something that the court will have to consider at the fairness hearing, and scope of the release can be a point of contention. 'Cause historically, there's been a desire by descendants to have a very broad scope of release.

There's a term in court of chancery called intergalactic releases, which gets sometimes misconstrued. But there were 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. It's like, "Well, you can't do that, right?" You have to be limited by something rationally related to the claims and et cetera. So I looked, just struck me last night. Again, this is 2 o'clock in the morning brains, so take it for what it's worth. But they're releasing claims from ape holders also here, which struck me.

Andrew: It's simplier apes holders aren't part of the settlement. It seems a little weird that they're released.

Chance: Why it struck me too. Referred to in the complaints that relate to the ownership of common stock and or AMC preferred equity units during the class period. So there's not all apes 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 AMC holdings that.

Andrew: 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...

Chance: But why it's like a different stock, it's a different security.

Andrew: If you own 500 AMC shares and 500,000 apes shares, it seems weird that, "Hey, both sides got harmed. The board did the both sides." Yes, it does seem weird thing.

Chance: 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 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 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. To the extent there was an argument here which you can debate how meritorious, there was a whole debate in the beginning when this case was brought that these claims weren't highly meritorious, that they were a pretty big reach.

Andrew: I do think if we had gone to trial on these, I think it would've 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, 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?"

Chance: Yes, 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 and common can happen. And Vice Chancellor Zurn been very careful anytime there's been any even discussion about the status court or to like remind the parties that the status order stays in place, like don't mess with it. When it's clear that as soon as that thing's lifted, that collapse is going to happen, although when...

Andrew: [inaudible] can't unscrambled egg, right? Once the clash happened, there's no undoing.

Chance: Yes. However, I will say that, when they filed the unopposed motion for to lift the status court order, they did mention that they would have to apply to NYSE for QSEB a 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, whether that'll have to happen after the opinion issues or not is a question. But in terms of appeal rights, there's it gets complicated because in a settlement situation you have to file your final order and judgment with the settlement. It's part of the notice that actually the notice that went to stockholders references the final order in 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 in judgment is entered exactly as it's written, da da da da.

And by the way, this final order in 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 at the same moment. So basically, if Vice Chancellor Zurn wants to approve this settlement, she has to list the status quo order at the same moment, moment being a slightly broad term, but like she has to basically issue the opinion technic 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 order. But that's a little sketch but 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 if they wanted to keep [crosstalk].

Andrew: Now, it's my last question right there. Yep.

Chance: If they wanted to keep the status quo order in place because, somebody's 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 happenings on appeal and there was some reversal. I don't know the likelihood of success on the merits on appeal is so minute, it would be absurd to keep the company hanging with a status quo order in US particularly, I don't 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 quite a 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 be unlikely. Like abusive discretion on appeal. I don't know. But 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 intellectually sort of stimulating because they're these big issues where like some professor has come into object as a professional objector, and there's this whole issue of law that's at stake. That's not quite what we have going on here. We just have more you could make 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 and judgment.

But I think we'll get it to a final or it's technically right now written as the final order and 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 and 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 order injunction in place, you would have to put up a bond. I can't imagine she would just be like, "Oh yes, cool, keep the company hanging." Not only pending to see if somebody like, I mean she wouldn't, I don't know, like the question is, would she keep the status quo in place to see whether or not anyone appealed? I don't think so.

Andrew: At some point also, AMC does have breathing room, but it, the longer this goes on, like there's not going to be a company. They know there is some equity.

Chance: 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 Saturday morning offering an 8:00 a.m. conference call and a midnight deadline on a Friday for nothing, right? That's not normal. That's not normal.

Andrew: As you said, that's the thing. I think following this thing and like just for finance visit, right? Like AMC and apes 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. Like, because they collapse, right?

Chance: Right.

Andrew: AMC is trading for $5 per share right now. A is trading for $1.60 per share. Like that is insane. That is just insane. There's nothing like that anywhere else. And there are 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 were like, "This is the craziest thing" and I think people can get an idea of how crazy it was. But we didn't say 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 [crosstalk].

Chance: No, she said it at 8:00 p.m..

Andrew: Yes, with an 8:00 a.m.. with the offer for an 8:00 a.m. Saturday conference call. Like, I work in a for-profit industry and I couldn't email someone at 8:00 p.m. on Friday and be like, "Hey, 8:00 a.m. conference call tomorrow." Like, that would be insane. And she did it as a judge. And there are just so many crazy things we haven't even talked about, like the discovery notices. It's just so crazy. I think we got that a little bit across, but last year it was just, "Hey, Elon Musk is hiring a data scientist in this mailbox." And here it's just like, "We've literally gone to Mars" and it's just so crazy. But you've been super generous with your time. Is there anything else you wanted to talk about, wanted to hit on? I'm sure there is because I read your [inaudible], but anything else you think we should have hit on the podcast that we kind of missed or anything?

Chance: I think there is just a real question about, this is a huge burden on the court obviously, and the amount of time and effort the court has had to spend just managing this docket is, I can't even imagine the number of- I hear people saying on YouTube and stuff like, "Oh, I just got off with someone to court," and I'm just thinking, "Why are you random people calling the court?" Like, I don't call the court. I call the court like once a year. 'Cause I would just ask if it's an emergency and I need a dial-in for something. I call the court so sparingly, like, don't call the court. But, 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 call to the court once per year for 3 million people is like a lot of burden on a tiny court. So, it's extremely overwhelming, I think, 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. There's just astonishing [crosstalk].

Andrew: Correct me if I'm wrong, but from Twitter, I remember it's like Delaware transition court is literally like the biggest corporate legal battles of all time. And then two people who are arguing over like a $500 fines 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 in offense, like 5,000 of them calling me to the court. It's kinda a nice blend.

Chance: Yes, it's just amazing. Oh, the thing that we didn't talk about, I guess we should probably just briefly touch on is the hearing itself.

Andrew: Oh, Delaware thing?

Chance: Yes,Delaware thing. So on June 29th and 30th, so by May 31st, people, everyone who wants to object, have 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's 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? You're not allowed to, like if you can't, it's going to be like a what's that game where you have to sit down and find a seat in the music stuff?

Andrew: Musical chairs?

Chance: Yes, if you don't find a seat, you have to leave the courthouse. 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 I don't know, there's so many logistics that I don't know, there's just a lot not sort of solidified and probably that's because nobody knows how many people we're talking about. And 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 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. It's normally like nobody or like one person or sometimes there's two people, but it's not like a circus. Oh by the way, it's usually 45 minutes or it's usually like an hour and a half, maybe sometimes it's like a little longer, but it's not two days. It's just not. So this is going to be like unprecedented. And there's just a lot still to sort out about what's exactly going to look like. And then, on the 21st, Corrine's going to be releasing her report and recommendations about the objection.

Andrew: The special master.

Chance: Yes, sorry. The special master is going to be releasing her report and recommendations. So like the 21st of June, what is time? The 21st of June. We're going to get like a preview about all the those, like I was saying that Vice Chancellor Zurn is very good at like delineating what is her domain and not, but Corrine has been equally good. Like Corrine put out a reporting recommendation today about some of Mr. F Hatler's motions, and she did a very Zurn like kind of analysis that was basically like, nope, this is not our domain. Like this is, just sort of like dismissed. Because it was just not in the domain of the court. So I think she's also would be a better judge than I would. But so the thing to think about is that on June 21st, you're going to have like a report and recommendation that says here's how to handle these objections, which these reports and recommendations are landing like they are like orders of the court. So it's going to be interesting vibes to 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. I don't know how it's going to handle the ones that are more sort of finally directed at the court. There are claims that Brian Tala has about the 242 B2 claim that are much more nuanced. There are claims that he has about, there are some other claims that he has in particular and some of the other previous interveners have, 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. 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, overruling their objections. It's like this is an interesting thing to think about, how that's all going to be vibes-wise in terms of the timing.

Andrew: I'm really interested in. As you said, just going back to the hearing, like they're usually empty, it normally you've gotta have a pretty large stake to go, like, right, the lawyers are getting paid, that's why they're going. I'm really interested in the traditional AMC shareholder who owns, a 100, 200, 300 shares AMC's trading for $5 per share, say then 200, it's a $1000. Are they going to fly to Delaware? Cuz they're very passionate. Right?

Chance: Right.

Andrew: You and I can say give a lot of adjective to them, but one is certainly passionate. Are they going to fly to Delaware, right drop $400 on train tickets on 20 tickets?

Chance: I think a lot of it's really going to be like it, 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, like, I mean last year if there had been a trial like we all would've wanted to hang out together, 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 gotta 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.

Andrew: I missed the Twitter days cuz, you and I would talk quite a bit during it, but me Compound and Lionel would talk all the time. And after the Twitter hearing, everyone was in New York and we went and grabbed dinner and it was like, as you said, "I'm meeting my time friends of real life. This is so crazy." I feel like I've talked to them so much yet. But look, Chance, this has been fantastic. I'll include a link to Chance of subs that I'll just say, "Look, I'm allegedly on the buy side in finance. I get tons of research." I read almost everything you put out word for word and it is a lot of words.

Chance: Someone did ask why I like words so, so much and I can't answer that other than it was more words.

Andrew: Well, this has been great, but I would just say like the coverage of Twitter, 'cause Twitter was a huge focus for me and I had so many different legal and it's head I talked to. And as I said, learned through that whatever Chance says there's a really good chance at chance, at least on dollars. So look, I think the substack is a hundred dollars per year. It is if you're interested in legal minutia. And the great news is, I was wondering after Twitter went done, I was like, what is Chance going to do? And now you've got these 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 proof case here.

Chance: It just get crazier year. I know.

Andrew: And we're going to be able to say, "Look, that's what the Chance for Daily is for. We can cover this one crazy case a year. And anytime I see any of 'em going forward, Burford's got a case against Argentina. That's pretty crazy. I thought about trying to get you in 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.

Chance: Yes, it feels like there's always going to be something at this point. It really does.

Andrew: Great, Chance. I really appreciate this. And I'm looking forward to next year when there's another crazy case, having you back on talk about it.

Chance: Totally. All right, it's good talk.

Andrew: Perfect.

[END]