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AMC: How About Them Friday Night Lights
Whatcha doin' for the next three hours?
I don’t know about you, but I actually was — and perhaps I should not admit this publicly — most likely going to be thinking and writing about this g-d forsaken AMC matter for the better part of my Friday night no matter what, but to be honest, I’m not really sure that’s what the lawyers on both sides of the case were likely to have been doing with their evenings. Maybe, maybe not. But, it’s possible those plans have just changed over the past hour or so.
In a rapid-fire span of events, a couple of things just happened, and if you blinked, you could have missed them. But I — for one — appreciate the fact that someone is acting with urgency about the fact that May 31st is fast approaching, and that there is a lot of angsty energy out in the world (even if some of it is of the chicken little variety, who knows, really). Because there is this imperative vibe about how important it is to get this matter settled, with the ever-present specter of insolvency always on the e'er-receding horizon. But the reality is that if certain things don’t happen on a certain timeline, there’s absolutely no chance that anything can happen on the set timeline. I think it’s weird and strange that it is the Court who has had to be the one to repeatedly light a fire under everyone’s ass about these things, but at least it gets the job done. But I digress — what else is new?
Anyway, tonight, at 6:58pm, the Special Master issued a Report and Recommendation Regarding Class Member Access to the Discovery Record. And she recommended granting access, which is kind of a big deal for the objectors who have been petitioning for such access. And there are a lot of interesting points in there to suss out, but the bottom line in my opinion is that there are a lot of logistics that are entirely unsorted. No one has really proposed any specific mechanisms for access, but the parties have raised all sorts of concerns about how electronic access could be super problematic.
You can — if you know anything about how litigation goes — probably see where this might lead. If I were in a super fanciful and cynical mood (bad combo), I could imagine it leading to a requirement that a stockholder has to show up — wearing a blue blazer and a red tie and a monocle with special reflective coating — to the AMC Theatre in Times Square between 1:20 and 1:45pm on May 26th, to stand at a certain direction, facing north at 45 degrees azimuth (no, I don’t know what that word means, but it sounds like something a fancy lawyer would add in for good measure, because you could fck it up and violate the protocol and get sent home because you messed it up), and they have three hours to memorize any documents they see. Or they are allowed like one blue and one red crayon, but no purple pens; or lined paper only, or maybe unlined paper only, or no paper with three-hole punches in it, and obviously no electronic devices to help with taking notes like a normal person might expect to be able to do, and you have to … look, I think you get the idea. None of these logistics have been set up, and of course, none of them are going to be as ridiculous as I just set out in this absolutely absurd and farcical hypothetical that was intended purely for comedic purposes, because all that the company actually requested was that — if the Court was going to grant access to discovery — it “make that record (or pertinent portions thereof) available to the Objector for inspection during normal business hours at a to be determined location, rather than disseminating the record by electronic or other means (which has a greater attendant risk of public disclosure).” That’s an absolutely perfectly fine suggestion if it’s made and honored in good faith. The size of that caveat remains to be measured.
Because once in a while, someone operating in good faith as a pro se litigant in a world full of highly-paid and sophisticated lawyers could be forgiven for worrying about getting tripped up by a requirement that perhaps might feel intentionally drafted to be, well, tripped over. And as a hopeless optimist, I am sure that there will be very good and justified reasons for all of the actual protocols that go in place for these data rooms, if that’s what ends up being the set up for document review here, and I’m sure that the Court will allow for actual accommodations that make it reasonable and rational for the objectors to make meaningful use of being able to put their eyes on a screen and not make a farce out of the exercise, while still managing to protect the company’s interests in its confidential information and all the other validly protectable interests, while we are here using (a metric fckton of) public resources to litigate a case to resolution in a (now very super-duperly) public court. But the Special Master — recognizing that time is of the essence — leaves the issue of the logistics presumably for the Court to grapple with directly, not wanting to wait for the parties to sort it out in advance of issuing her Report and Recommendation on the broader point of access to discovery.
I barely had a scant few minutes to contemplate how the Vice Chancellor was going to handle possible exceptions to this Report and Recommendations, and the potential time crunch we are facing coming up to the May 31st deadline for filing objections, when — what to my wondering eyes did appear but another letter on the docket — just an hour later, Zurn does what can only be described as bringing down the hammer.
Let it never be said that this woman fcks around, because she does not. We were literally just on our team call earlier today marveling at how much work her chambers has put out over the past week, and it’s a testament to her dedication to making sure that this case stays on track and that stockholders’ concerns are taken seriously that she wastes no time in putting a midnight deadline in place, along with an 8 o’clock am conference.
The teleconference will only be held if exceptions are received. Unfortunately, due to the failings of File & Serve, while we are able to see filings made by the Court over the weekend, we don’t have the same visibility into filings made by the parties, absent intervention by Court staff, so it’s not clear whether we will be able to know whether the hearing is on or off at midnight without simply dialing in to find out. So, set your alarms regardless, I guess!
Much love, and try to get some sleep, Chance
P.S. It appears that neither party took exceptions to the Report and Recommendations and thus, there will be no hearing this morning. The first objector with counsel did appear, however, but y’all are absolutely going to have to wait until I get some sleep to hear more about that from this gal. Much love and good night. 💤