Ann LiptonMay 2, 2023
Shall we call this "the APE amendment"?
https://www.rlf.com/2023-proposed-amendments-to-the-general-corporation-law-of-the-state-of-delaware/
2023 Proposed Amendments to the General Corporation Law of the State of Delaware - Richards, Layton & Finger

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) is expected to be introduced to the Delaware General Assembly for consideration during its 2023 regular…

Richards, Layton & Finger
Show threadAnn Lipton
In other words, Delaware is proposing to change its law to allow charter amendments to increase or decrease authorized shares for public companies w/ only a majority of voting shares, rather than majority of outstanding, in recognition of the fact that retail don't vote
May 2, 2023 at 1:41pmWeb
Show threadAttractive NuisanceMay 7, 2023
@annmlipton This is really interesting. Do you think this proposed amendment makes it more or less likely Adam Aron gets the quick resolution he wants from the court?
Show threadAttractive NuisanceMay 7, 2023

@annmlipton Might the amendment incline the judge to say "Your original conversion vote was not legit, but don't worry - thanks to this new amendment you can just go and hold a new conversion vote (with only AMC votes counting, but with only a majority of AMC votes cast needed not an absolute majority)."

Presumably the company would still win a vote if only a majority of AMC shares cast was needed, but it would take a while to organize.

Show threadAnn LiptonMay 7, 2023
@AttractiveNuisance The amendment hasn't been adopted, I really can't say.
Show threadAnn LiptonMay 7, 2023
@AttractiveNuisance Oh I have no idea; I mean even if the changes are adopted they won't legally affect the preexisting case, I don't know whether it will affect how the court thinks about it or the parties do.
Show threadAttractive NuisanceMay 7, 2023

@annmlipton Thanks! And yes I was thinking in terms of the psychology of the judge. With no amendment it seems harsh to ban the conversion, since that would probably kill the company. It might incline her hold her nose and wave the conversion through.

On the other hand, if an amendment was passed it would offer a rather neat way out for the judge, who could refuse to go along with the sketchy APE stuff, but the company could survive by holding a new vote, or (maybe?) by relying on the old vote.