In Re AMC Entertainment Holdings, Inc. Stockholder Litigation

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
MORGAN T. ZURN LEONARD L. WILLIAMS JUSTICE CENTER
VICE CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734

September 15, 2023

Via Electronic Mail Via File & ServeXpress
Alexander Holland Karen Grelish
alexander.holland85@googlemail.com kgrelish@protonmail.com

RE: In re AMC Entertainment Holdings, Inc. Stockholder Litigation,
Consol. C.A. No. 2023-0215-MTZ

Dear Ms. Grelish and Mr. Holland:
I write to address the motions outstanding in this matter: Karen Grelish’s
submission titled “Motion for Reargument”;1 Alexander Holland’s submission
titled “Motion By Shareholder, Class Member, Objector Holland to Dismiss Lead
Plaintiff Anthony Franchi from This Case and Install a New Lead Plaintiff
Representative” (the “Class Representative Motion”);2 and Holland’s submission
titled “Motion for Judicial Recusal of the Judge” (the “Recusal Motion”).3

I begin with Grelish’s motion for reargument. Under Court of Chancery
Rule 59(f), “[a] motion for reargument setting forth briefly and distinctly the
grounds therefor may be served and filed within 5 days after the filing of the
Court’s opinion or the receipt of the Court’s decision.”4 Grelish filed her motion
on August 21, 2023.5 It concerns my decision issued on August 11. Her motion is
untimely and is denied on that basis.

1
Docket Item (“D.I.”) 649.
2
D.I. 631.
3
D.I. 666. Holland also filed a submission titled “Objector Holland’s Letter to the Court
Reminding Them of Their Inherent Judicial Power to Conduct an Investigation Pursuant
to Article 4 of the Delaware Constitution, Chancery Rule 11 and Delaware’s Judicial
Code Rule 1.2.” D.I. 628. I do not view this “Letter” as a motion, and therefore will not
consider it as one.
4
Ct. Ch. R. 59(f).
5
D.I. 649.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,
Consol. C.A. No. 2023-0215-MTZ
September 15, 2023
Page 2 of 3

The Class Representative Motion takes issue with Anthony Franchi’s service
as a class representative. This submission is, in substance, a belated objection to
the proposed settlement, making it untimely. Regardless, the August 11 decision
held that Franchi is an adequate class representative, and I rejected a similar
argument made by another objector.6 To the extent Holland wishes to challenge
Franchi’s adequacy, he must do so on appeal. The Class Representative Motion is
denied.

Finally, I turn to the Recusal Motion. The Delaware Judges’ Code of
Judicial Conduct has codified the standard for disqualification based on a lack of
neutrality or an apparent or actual conflict or bias.7 Rule 2.11 governs
disqualification, and provides in relevant part: “(A) A judge should disqualify
himself or herself in a proceeding in which the judge’s impartiality might
reasonably be questioned, including but not limited to instances where: (1) The
judge has a personal bias or prejudice concerning a party.” 8
The Recusal Motion claims the existence of “an implicit connection of
interests between the judge and the defendant Adam Aron” based on AMC
Entertainment Holdings Inc. (“AMC”) CEO Adam Aron’s political donations to
United States Senator for Delaware Chris Coons.9 From there, Holland claims
Senator Coons “is directly connected to” my “assignment” to this Court.10 Holland
is in error: I am a state court judge, not a federal judge, and I was appointed by
Delaware’s Governor and confirmed by Delaware’s senate. To my knowledge,
neither the United States Senate nor any of its members played any role in my
appointment or confirmation.

6
In re AMC Ent. Hldgs., Inc. S’holder Litig., 2023 WL 5165606, at *10 (Del. Ch.
Aug. 11, 2023).
7
See Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, 247 A.3d 229, 241–42
(Del. 2021).
8
Code Jud. Con. R. 2.11 (formatting altered). The Recusal Motion relies on 28 U.S.C.
§ 455(a) and the Code of Judicial Conduct for United States Judges in arguing that a
recusal is proper. Because the Court of Chancery is a state court, not a federal court,
those standards are inapplicable, and I instead rely on Delaware’s relevant standards.
9
D.I. 666 ¶ 7.
10
Id.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,
Consol. C.A. No. 2023-0215-MTZ
September 15, 2023
Page 3 of 3

Holland also perceives various other flaws with the settlement and concludes
that my approval of the proposed settlement notwithstanding those flaws reveals
that I am not impartial.11 He contends that I allowed the defendants in this matter
to “continue with their hostile acts against AMC common stockholders” by
permitting them to “move forward with a financial transaction that could be
compared to ‘nuclear warfare’”;12 that I ignored “scientific and mathematical
proof” submitted by another purported AMC stockholder;13 that I approved a
settlement release that violated class members’ Fourteenth Amendment rights;14
and that I “abuse[d]” the Full Faith and Credit Clause of the United States
Constitution by not requiring the settlement to include an opt-out right.15
Holland’s points may be grounds for appeal, but they are not grounds for recusal.

The Recusal Motion is denied.16

Sincerely,

/s/ Morgan T. Zurn

Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress

11
Id. ¶ 6.
12
Id.
13
Id. ¶ 3.
14
Id. ¶ 8.
15
Id. ¶ 9.
16
The Recusal Motion also requests that I “consolidate the matter with another judge not
related by political donations to the defendant Adam Aron.” Id. at 7. Because the
purported connection between Adam Aron and me is unfounded, this request is denied.