TCD: § 211, Ten Years, a Chancery Database, and Lots and Lots of Emails...
Let's try a little something, shall we?
If you have been following this Substack for the past … however long it’s been around, … you’ll know that it’s mainly a place to nerd out and brain dump all the additional thoughts that float around in my mind during the interstitial moments of the day when I’m not preoccupied with the actual task of publishing our yeoman’s work: The Long Form — the OG TCD, which goes out on a daily basis mostly to lawyers who practice in the Delaware Courts, and which covers every decision issued thereby.
Some of you think that I just sit around and write random posts on this Substack all day, which is … not what I do. This Substack is an adjunctive / therapeutic kind of thing that helps me communicate to a wider audience, have a little fun because I’m a total dork, and very few people reading The Chancery Daily’s main publication want to hear me talking about the AMC case’s absolutely bonkers points of inane minutiae for tens of thousands of words on end. To be fair, a lot of you don’t either, and I appreciate you sticking around anyway just for fun.
As I’ve said before, it’s not easy serving a multitude of different constituencies with this adjacent sister publication — there are all types here, reading along. And lots of you have very unpleasant things to say when I don’t do exactly what you want me to do, which is honestly just really rude. Who raised y’all, anyway?
Anyway, the point here is that for the past ten years, at The Chancery Daily proper, we have been sending out tens-of-thousands-of-word emails on a daily basis that reeeeally have “this email should have been a database” vibes, and well, that’s because all those emails? They are a database. We have been building a database this whole time, and the daily emails that everyone receives — that thing that we call the newsletter? Our flagship product? Well, it’s only sort of incidentally the product that we sell because we have had so many twists and turns getting our homegrown backend and frontend IT tweaked and “all growed up” to our standards and specifications, you know, prêt à porter, or manger, or whatever. Like, we didn’t really (or rather, we really did not) mean to send you an email for the last ten years, but that’s sort of what just ended up happening.
Anyway anyway, what’s nice is that as we get closer to beta testing the useable version of our database — the management of which project is a big part of my day job in addition to putting out the email, which is the current instantiation of the customer-facing actual version of our product — we get to test drive it ourselves. We’ve always had this ability to utilize various janky predecessor versions, but as it starts to come together, it’s getting to be quite fun and exciting to take it for a spin.
A lot of you wanted to know how I could possibly just instantly know absolutely everything about the Delaware Court of Chancery last year, and obviously my brain is like a desiccated sponge constantly yearning to suck up every available speck of free liquid knowledge, but also, I didn’t just instantly know everything — that’s not the way that anything works, silly. But to answer your real question, how did I have the answer to nearly every question at my finger tips? Well, in addition to working with the absolute most brilliant people, with whom I have minimally-hour-long team calls every single day just to geek out about the current state of Delaware law, not to mention having some of the most brilliant minds in the world on speed dial (thank you!), those team members are also the authors of all the data that lives in the most badass database in all the land, data over which I am now the dataqueen (insert bwahahahahahaha here).
So, this morning, when the § 211 case was filed in the AMC matter to compel an annual meeting, I did more than a quick internet search to bring back an old case from before TCD’s time like I had done last night. I decided to take it to our internal files. Because something like a § 211(c) search is a perfect test case for our database because it’s a very niche situation, which is actually an excellent case study — just enough data to see whether the database can perform, and not so much as to completely deluge the tester (moi) with all of the results that demonstrate the next problem that I know we are going to face, which is triaging and ranking the relative importance of all that beautiful data we have been importing into the database hand over fist relentlessly for the past ten years straight.
So? Want to come along as I give it a whirl? To recap for those of you not following along in exquisite detail, as we mentioned in tonight’s Long Form:
In the AMC Entertainment, Inc. case, which purports to be “merely” a settlement approval, took another of its trademark twists and turns into fairly-uncharted territory (particularly for a public company) when a stockholder filed a § 211 action, asking the Court to compel the company to hold an annual meeting. AMC has not held an annual meeting since June 16, 2022, which the savvy among our readership may note is now over thirteen months ago, which we can’t say we didn’t see coming. Plaintiff Kevin Barnes, a private investor, additionally requests that such an order require “the election of Class III directors, and any other AMC Board of Director vacancies.”
Here’s what our database found on the topic of § 211(c) actions to compel annual meetings.