Chance The Lawyer ⚡︎There is a "teleconference regarding settlement scheduling and logistics in [the #AMC #APE] matter" which the Court "confirmed for Tuesday, April 25, 2023, beginning at 9:15 a.m."
I will be covering it live right here.
They are doing introductions and it sounds like mainly and unsurprisingly, it's going to be John Neuwirth from Weil for AMC and Mark Lebovitch and Ed Timlin from BLBG will be handling argument for the plaintiffs. Corinne Amato is also on the line as the proposed special master. Every has their teams, and there are all the other auxiliary teams on the line as well.
We're ready to rumble.
#AMC #DelawareCourtOfChancery #ChanceryDaily
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And we're off, Zurn is on the line. We're doing formal introductions so everyone gets their name on the record.
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Zurn points out "as you also know, in the typical case, the parties initiate the settlement approval process by filing a stipulation and agreement of settlement which discloses the terms and a proposed scheduling order for presenting the settlement for approval, and a proposed notice to be sent to the stockholders, [but] the parties haven't filed any of these typical items in this case yet, so I'm unusually a little bit in this dark as to the terms and parties' proposed timelines."
Ahem.
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Mark says that they are going to be ready within a day or two to put in the stipulation. He offers to use the call as a sort of "FAQ" while they have such a large audience to answer some "commonly misunderstood items" but Zurn says she wants to stick to her plan of using this time for procedural issues, as she promised in her letter and to handle substantive issues in the plaintiff's brief in support of the settlement.
4/
The Court has a draft letter that she intends to finalize and share to AMC stockholders that she wants attached to the notice. It sounds like she is going to read a draft of it now. It sounds like this might be the terms of that letter...
Only objections that post date the notice of settlement will be considered.
Objections should be submitted to the plaintiffs' counsel, not to the Court.
Objections should be postmarked by 45 days before the settlement hearing.
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Objections should be under the stockholders' full name.
Objections should be accompanied by documentary evidence of beneficial ownership with AMC stock.
Stockholders who wish to submit letters of support shall follow the same criteria to govern.
They are discussing the minutiae of proving up stockholder ownership, and AMC comes in to talk about overall timing and capital raising, and tries to raise the issue of truncating the schedule.
6/
They are going for 45 days' 8-K notice, publication of summary notice in PR newswire, publication on AMC's Twitter account, and on AMC's Investor Connect website, and ... Zurn is trying to get back to the issue of evidence of beneficial ownership but is going to zoom out to discuss pervasive electronic notice and truncating the schedule ... Neuwirth interrupts her to get back to the topic at hand and say that he's fine with screenshots of ownership and they return to agree to that process.
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Plaintiff is going to handle receiving objections and basically, the proof of beneficial ownership is going to be under seal so that personal information is going to be both provided to the Court but not plastered all over the internet.
Zurn now zooms out. She points out that the parties still haven't filed the documents, and says no, sixty days is required. Basically says, there's no motion following two weeks of silence, so I'm not inclined to speed it up at the cost of notice.
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Neuwirth says that the settlement papers "really are imminent" and tat the parties "really wanted to have this phone call before filing the papers" and that this phone call was a gating item. The parties are being so weird about this.
He's still pushing about a 45-day notice period. He is a "little worried, nay, fairly worried" about this dragging into the fall. He wants to find a hearing date in late June.
Plaintiff starts speaking up on behalf of defendant.
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Lebovitch says that he has a "plain English" notice that is going to hopefully help inform people that will "be coming in very quickly."
Zurn says that she hears a joint desire to hold a hearing in late June, and she seems sympathetic to trying to shoot for June 30th if they can get it done.
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"If we have the hearing on June 30. that's three days from now. So I'll just kind of drop that pin for a moment. Then we would have objections postmarked by 45 days before the settlement hearing, which was the time for potential objectors to read the brief which I think is important. Then we would have responsive, brief 35 days before the hearing depending on the number of objections the special master was filed a report and recommendations no later than 20 days before the hearing."
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"Then we need to build in an exceptions period. So, any stockholders who timely objects and then takes exception to the Special Master would need to docket exceptions seven days before the hearing, to give the Court a week to consider the objections and exceptions and special master's report before the hearing."
(I think I missed some of that last part lol ... but I've got the gist in my brain if not in my fingers.)
12/
Holy bananas a two-day final hearing for June 29th and 30th. This is going to be epic. Ending at 3pm on Friday the 30th, if that works for the parties. Turning now to logistics of the hearing.
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More in-person stockholder representation than the Court usually sees. As I mentioned on the YouTube interview that I did, this is part of where the rubber meets the road -- who will actually show up in person -- because showing up in person is a much bigger step than just sending in a letter via the internet.
Zurn has put a lot of thought into the way that this will work.
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Now onto the role of the special master. Everyone is on board with appreciating her participation. Zurn is going to enter the order of appointment following this call.
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Now onto discussing the question of whether notice by mail is still required, or whether we are in a world where electronic notice is sufficient. Defendant says that there are 3.8m stockholders, and that it will cost $2.9m to send postal mail to them.
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Zurn points out that there is a large contingent of the stockholder base that does receive a lot of its information online, but that's the only bit of the stockholder base that we see -- they are the people who are online, and that doesn't mean that there aren't people who aren't online and we wouldn't see them because they're not.
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Neuwirth says that the Wanda settlement was electronic, but Zurn remembers it to have been by mail, and it turns out they are both right. Mail went out to record holders with no requirement to forward to beneficial owners, but no one can figure out from the numbers that's what happened. lol
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Ms. Amato asks a good question of defendant about the cost they are asserting about the price of mailing notice is a full notice versus a postcard notice, and Zurn says that's a good question, and later points out Ms. Amato's obvious capacity for procedural savvy, but also notes that the parties are not to have substantive discussions with her about the case outside the Court's attendant reach.
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A Noisy Corax@chancerydaily Special master earning their pay suggesting the post card notice. 😆
A new @simAlity@chancerydaily if settlement is imminent, then why push for a june trial?
Compound248@simALITY @chancerydaily
In this type of situation, a settlement requires more than the two parties stating, "we're settled."
In every case, there's a legal scaffolding built around settling and, in this case, as a class action, the court has a fiduciary responsibility to the "class" which is not necessarily represented by the specific plaintiff.
@Compound248 @simALITY look at you 🥲 all growed up
Jasper@chancerydaily probably worried $AMC runs out of money and they don't get paid :).
David@chancerydaily a big point in mastodon's favor - the longer text limits make live threads on court hearings much easier to read.
That plus elk.zone is making this thread super great.