The Chancery Weekly Roundup (Mar. 28, 2023)
Round-up of coming what's up in the Delaware Courts...
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Ok, here’s a round-up of what’s happening around the Courts this week and beyond:
Solarcity
The appeal of last year’s post-trial opinion from Vice Chancellor Slights will be heard by the Delaware Supreme Court on March 29th at 10:00am Eastern. You can watch the hearing live here.
If you’d like to read the appeal briefs, you can do so at these links:
I’ll be live-tooting the event here. Oral arguments are notoriously hard to live tweet/toot/commentate, and unfortunately, this one is immediately preceding the ruling in the § 242 cases below, so it might be more of a day-long digestion of the oral argument, to be honest, but I’ll either put out another Substack in the next day or so, or share my thoughts on Mastodon, or both, to provide a debrief of my vibes on how the argument went.
§ 242 Snap / Fox Coordinated Oral Ruling
As one tweeter noted (below), everything is related to everything around here, and the decision in the coordinated § 242 cases tomorrow will have interesting harmonic resonances with a lot of what’s going on around the Court.
Vice Chancellor Laster will be delivering his ruling on Wednesday, March 29th. For all the wind-up, you can read the backstory here, ICYMI.
We’ll bring you the news as soon as we can, probably with a Salvo from the official TCD publication. If you’re not on our traditional legal publication’s free mailing list and want to receive mission critical legal updates once every few weeks (or even sometimes every few months) about important precedential opinions (such as Chancellor McCormick’s recent landmark ruling in In re Mindbody) as they happen, sign up here to be notified first. Otherwise, news will come through a subsequent Substack in a normal-human-timeframe for needing to know such information if you aren’t a weirdo like some of us. (I’m looking at [myself in a mirror] rn.)
Tornetta v. Musk
Those of you who have been following along with this case for a long time (some since way back in November before trial!) will remember that the Chancellor requested supplemental briefing on various issues after the post-trial oral argument that was held in February.
This was — in my professional opinion — big sad for Mr. Musk. Not that it means she is going to rule a particular way, but it perhaps could be seen to mean that she isn’t (or at least wasn’t) definitely going to 100% rule for him. Because … well, she … would have just done that if she was going to do that. However, obviously, that fact doesn’t mean that she’s going to rule any particular way in the future. The only thing that it means is that the parties are doing supplemental briefing. Okay? Okay.
Well, and also it means that this gif is playing on a loop in my mind because I can’t help it.
Defendants filed their supplemental opening brief on March 14, 2023. Plaintiff will file their answering brief on March 31, and I think at that point, I’ll line them up side-by-side and do the deep dive on here for paid subscribers.
On April 11th, Defendants will submit their final reply brief, at which point, the Chancellor will either ask for yet another oral argument or take the matter under advisement once all is submitted. Presuming that happens around the end of the month, we could be looking for an opinion by August.
In re AMC Entertainment
AMC filed a Motion to Compel Plaintiffs’ Depositions last week, which I detailed to an absurd degree here. As minutiae-ted for those of you who survived to the end of that piece, we don’t have great visibility on what’s been agreed to concerning the schedule for briefing the motion, but I’d expect in the next couple of days we’ll hear something from plaintiff or from the Court about timing for the responsive briefing and / or a hearing in the matter. Also, as we approach April 6th and the close of fact discovery, if there are any other discovery issues, we could see them bubble up to the Court for an omnibus hearing. All the details on how the Court will issue her ruling from the Preliminary Injunction hearing were covered here. Although it’s likely to be an expedited ruling, it’s also no longer clear to me what arguments the parties will make about the specific deadlines that demand exigency in this matter now that things stand the way that they do with everything having unfurled in this particular fashion.
There are so many things I could say about what all is going on at the periphery of this case, but I feel like giving any of them oxygen is just fuel for their million little weird fires. And most of them seem like they are probably pyromaniacs. If I were to indulge my baser instincts, I could dilate for hours on all the shenanigans, but I’m not sure what purpose it would serve other than for a good belly laugh. But at whose expense and to what end, really? le sigh
If I thought it would stop randos from ridiculous writing emails to the Court, I would absolutely do it. But alas, again, my concern it that such attention would merely have the opposite impact. So, for now, I’ll leave reprimands to pro se parties mostly unsaid, along with quips about about egregious shilling of shillver coins and puffery about metrics like FBRPP “Food and Beverage Revenues Per Patron” to the things I have already mouthed off about on the interwebs.
And don’t even get me started about this noise.
Nor about the fact that today AMZN 0.00%↑ was rumored by the Intersect website to be weighing a possible acquisition of AMC 0.00%↑, although per Bloomberg, the report was not confirmed. It's literally always something with these guys.
Coster v. UIP
Those of you in the iykyk crowd will recognize this name, and those of you who were at Tulane last week will know that this case violated one of the cardinal rules that the Chief Justice and Chancellor McCormick seemed to be so clear and aligned on during their joint panel.
After the Chief Justice discussed how it had been very eye-opening for him when he first joined the Supreme Court to see how important it was — when there was a disagreement with a trial court — to make sure that a reversal was done in an intellectually honest way and courteous way and not to just push out decisions and move onto the next case, Former Chancellor Bouchard asked “ and what’s the other R-word we do not say?” The Chief Justice piped up quickly: “Do not remand!” to which Chancellor McCormick quickly added, “Anything but a remand!”
Welp, I mean, theoretically, of course. Perfect world and all that. Of course, we live in the actual world, and here we have to deal with things we don’t like, such as reversals and remands and Coster v. UIP stands out to me on the Supreme Court’s calendar tomorrow, coming up just after the Solarcity appeal — not only because it’s a remand that’s back on appeal, but also because when I was going down the rabbit hole on AMC, well … anyone who knows anything about Delaware corporate law will know where this is going because Coster v. UIP is a Schnell/Blasius case, and so, of course … it’s all of a piece.
Cue the hot dog fingers again.
If you want to dive deep into the bleeding edge case law that we’ll be getting to in Blasius-land, follow along after the Solarcity hearing for the live feed of the oral argument. I’ll have to pick it back up on the recording since I’ll be at the § 242 ruling and I can — tragically — only be in one place at a time, unlike the incredible Michelle Yeoh.
Here’s the briefing if you want to blow your mind on corporate law advanced fundamentals:
This argument will begin at 11:10a.m. Eastern and the video can be found at the same link — just refresh the webpage if it doesn’t show up at the assigned time, or sign up to receive notifications if you’re kewl like that.
High Time to End This Thing
I think that’s enough. Probably more that enough. Is it, though?
Did you know that this Substack is just a side gig of sorts? It’s a place to have fun and be silly and share the awesomeness of the Delaware Courts with more than just the legal practitioners who call it home. Maybe you can even learn a thing or two while you are here. (Hot dog fingers crossed.)
Usually our daily legal publication is quite buttoned up, but some days, we are even quite funny over there, too. Like yesterday! Here, have a peek at the Clark Kent version of TCD. Wait, which one of us is Superman and which one is Clark Kent? This is probably a bad analogy. It’s really not a Dr. Jekyl/Mr. Hyde situation either. Hmmmm. I’m going to have to give our alter-ego parallel metaphor some thought. But anyhoo, check out yesterday’s edition of the Long Form, which details the recent intersection of 420 and the Delaware Court of Chancery and I’ll be blunt, Elon Musk didn’t even make the cut.
Peace and love,
Chance
Welcome to the meme stock game. Never a boring day with them. Speaking of mentioning pro se AMC litigants I know of two from YouTube and at least one trying to use ChatGPT to help build the lawsuit. I think I'm going to have to get some of that AMC popcorn from WalMart if that car crash develops.