COURT OF CHANCERY

OF THE

STATE OF DELAWARE

MORGAN T. ZURN

VICE CHANCELLOR

LEONARD L. WILLIAMS JUSTICE CENTER

500 N. KING STREET, SUITE 11400

WILMINGTON, DELAWARE 19801-3734

September 15, 2023

Michael J. Barry, Esquire

Grant & Eisenhofer P.A.

123 Justison Street, 7th Floor

Wilmington, DE 19801

Raymond J. DiCamillo, Esquire

Richards, Layton & Finger, P.A.

920 North King Street

Wilmington, DE 19801

Thomas Curry, Esquire

Saxena White P.A.

824 North Market Street, Suite 1003

Wilmington, DE 19801

Gregory V. Varallo, Esquire

Bernstein Litowitz Berger & Grossman LLP

500 Delaware Avenue, Suite 901

Wilmington, DE 19801

Theodore A. Kittila, Esquire

Halloran Farkas + Kittila LLP

5801 Kennett Pike, Suite C/D

Wilmington, DE 19807

Anthony A. Rickey, Esquire

Margrave Law LLC

3411 Silverside Road, Suite 104

Wilmington, DE 19810

RE: In re AMC Entertainment Holdings, Inc. Stockholder Litigation,

 Consol. C.A. No. 2023-0215-MTZ

Dear Counsel and Ms. Izzo:

I write to address objector Rose Izzo’s motion for an award of attorneys’ 

fees.1 For the below reasons, I award Izzo’s counsel $212,700.00 in fees. I also 

approve Izzo’s request for a $3,000 incentive fee, to be paid out of her counsel’s 

fee.

A. Background

The parties to this action sought approval of a class action settlement that

contemplated the payment of AMC Entertainment Holdings Inc. (“AMC” or the 

“Company”) common stock to class members as consideration for their release of 

certain claims (the “Settlement Shares”). At the time, the plaintiffs’ counsel 

1 Docket Item (“D.I.”) 655 at Mot.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

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estimated the value of the Settlement Shares exceeded $129 million.2 They sought 

a fee of $20 million, or 15.5% of this value.

3

 Izzo appeared as an objector and

asserted a flurry of challenges to the proposed settlement, including that the 

requested fee percentage was excessive.

4 She also argued that settlement approval 

could have an adverse effect on the Company’s stock price, and so the award of 

attorneys’ fees should be derived from a post-settlement approval valuation of the 

Settlement Shares.

5

 I approved the settlement and fixed the fee percentage at 12%, 

to be applied upon issuance and valuation of the Settlement Shares.

6

The Settlement Shares have since been issued. Pursuant to my instructions, 

the parties agreed the value of the Settlement Shares to the class was

$47,992,395.54.

7

 A 12% fee based on that figure totals $5,759,087.46, 

representing a more than $14 million discount from the original request.8

Izzo now claims credit for that discount. She seeks $650,000 in attorneys’

fees and a $3,000 incentive fee for Izzo to be paid out of her counsel’s fee. The 

parties took no position on Izzo’s requests.

9

2 D.I. 206 at Op. Br. 30–31.

3

Id. at 51, 57.

4 D.I. 450 at Corrected Transmittal Aff. of Thomas Curry in Support of Pls.’ Reply in 

Further Supp. of Settlement, Award of Att’ys’ Fees and Expenses, and Incentive Awards, 

Ex. 2 at 53–54 [hereinafter “Izzo Obj.”].

5

Id. at 47–48.

6

In re AMC Ent. Hldgs., Inc. S’holder Litig., 2023 WL 5165606, at *40 (Del. Ch. 

Aug. 11, 2023). The August 11 opinion is also available at docket item 615. For a more 

complete recitation of the brief yet extensive history of this litigation, I refer readers to 

my July 22 and August 11 opinions in this matter. In re AMC Ent. Hldgs., Inc. S’holder 

Litig., — A.3d —, 2023 WL 4677722 (Del. Ch. July 21, 2023); In re AMC, 2023 WL 

5165606. The July 21 opinion is also available at docket item 581.

7 D.I. 663 at 3.

8

Id. ¶ 1.

9 D.I. 658, Ex. A.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 3 of 9

B. Analysis

“[A] litigant or a lawyer who recovers a common fund for the benefit of 

persons other than himself or his client is entitled to a reasonable attorney’s fee 

from the fund as a whole.”

10

 The Court has “considerable discretion when 

deciding the appropriate fee award.”

11

 In exercising that discretion, the Court will 

apply the Sugarland factors, which include: “1) the results achieved; 2) the time 

and effort of counsel; 3) the relative complexities of the litigation; 4) any 

contingency factor; and 5) the standing and ability of counsel involved.”

12

 The 

most important factor is the benefit created by the litigant.13

1. The Benefit Achieved

I begin by determining whether Izzo was responsible for the reduction in 

attorneys’ fees. As stated, the plaintiffs’ counsel originally requested a fee equal to 

15.5% of the value of the Settlement Shares, which the plaintiffs estimated

exceeded $129 million. Izzo advocated for that percentage to be cut to 10%, and 

for the valuation of the Settlement Shares to be reduced. I ultimately awarded 12% 

of the value of the Settlement Shares at the time they were paid. The market, and 

so the parties, valued the Settlement Shares at substantially less than Plaintiffs’

counsel had predicted. The lower percentage, and more significantly the lower

value, resulted in a considerable fee reduction. Izzo argues that she contributed to 

this reduction in three ways.

First, Izzo takes credit for the decision to defer valuing the Settlement Shares

until they were issued to the class. Her objection argued that AMC’s retail 

stockholder base would consider the consummation of the settlement agreement as 

10 Americas Mining Corp. v. Theriault, 51 A.3d 1213, 1252–53 (Del. 2012) (internal

quotation marks omitted) (quoting Boeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980)); 

Korn v. New Castle Cnty., 922 A.2d 409, 412 (Del. 2007) (“The ‘common fund’

exception enables a litigant who succeeds in conferring a monetary benefit upon an 

ascertainable class of individuals to recover costs from the fund that he or she created.”).

11 Griffith v. Stein ex rel. Goldman Sachs Grp., Inc., 283 A.3d 1124, 1139 (Del. 2022).

12 Americas Mining, 51 A.3d at 1254.

13 Id. (“Delaware courts have assigned the greatest weight to the benefit achieved in 

litigation.”).
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 4 of 9

a “betrayal” and divest their holdings, causing the market price to “tumble.”

14

 Izzo 

argued that the plaintiffs’ counsel should bear some of this particular risk, 

suggesting that “the most easily administrable solution would be to rule first on the 

Settlement and then, if it becomes final, address Plaintiffs’ fee petition after the 

[conversion of preferred shares into common].”

15

 

 I found, and still find, Izzo’s reasoning to delay valuing the settlement 

consideration unpersuasive—she proffered no evidence to support her predicted

mass exodus of aggrieved retail investors and a resulting material impact on 

AMC’s common stock price.

16

 I decided to defer valuation of the Settlement 

Shares and therefore the fee, but for different reasons. Having found there was no 

need to definitively value the Settlement Shares for purposes of settlement

approval, I deferred valuation of the Settlement Shares until the time they were 

issued to the class. As I explained in approving the settlement:

Under these circumstances, speculating as to the future value of a 

share of AMC common stock makes little sense. I leave it to the 

parties to confer on the value of the Settlement Shares as crystallized 

at the time those shares are issued, and on what 12% of that value 

represents. The parties should derive Plaintiffs’ counsel’s fee from 

the closing price of AMC common stock on the date Settlement 

Shares are issued.17

Izzo’s objection on this point was not helpful, and the fact we reached the same 

conclusion alone does not warrant an award of attorneys’ fees.18

Second, Izzo argued that the settlement was an early-stage settlement,

meriting a fee award of 10% to 15%. In determining that the plaintiffs’ fee request 

was excessive, I explained that “[w]hile the settlement followed highly expedited 

written and document discovery, the settlement is still an early-stage settlement”

14 Izzo Obj. 47.

15 Id. at 48.

16 This is true notwithstanding the fact that AMC’s common stock price declined

following settlement approval.

17 In re AMC, 2023 WL 5165606, at *40.

18 Griffith, 283 A.3d at 1139.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

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September 15, 2023

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and that “[t]he most justifiable ‘paid separately’ percentage is 13%.”

19

 Again, Izzo 

and I reached the same conclusion, but her argument was too underdeveloped to be

persuasive or useful.

Third, Izzo alerted the Court to the existence of Seb Investment Management

AB v. Symantec Corp., a California decision that addressed concerns that the 

plaintiffs’ counsel and their client in that case “engaged in a play to pay.”

20

 There, 

the District Court for the Northern District of California ordered the parties to 

allow class members a new opportunity to opt out of the class after finding “no 

clear-cut evidence of a quid pro quo emerged, [though] discovery did show that 

[Bernstein Litowitz Berger & Grossman LLP’s] initial explanation to the Court 

proved misleading.”

21 It held that “in future cases, [Bernstein Litowitz Berger & 

Grossman LLP] in seeking appointment as class counsel shall bring this order to 

the attention of the assigned judge and the decision-maker for the lead plaintiff 

who is to select counsel.”

22

 The plaintiffs’ counsel failed to bring this ruling to my 

attention, and I considered this fact in my consideration of counsel’s standing.

23

 

Together, several factors weighing on the plaintiffs’ counsel’s standing 

resulted in a 0.5% reduction in their fee award. That 0.5% reduction reflects 

savings of $239,961.98. I expressly considered three separate inputs to that 

downward adjustment, of which the nondisclosure of the California case was one. 

Thus, I conclude that Izzo was responsible for one third, or $79,987.33, of the 

resulting reduction.

2. The Secondary Sugarland Factors

I now turn to the secondary Sugarland factors as applied to that benefit to 

the class and AMC. “Secondary factors include the complexity of the litigation, 

19 In re AMC, 2023 WL 5165606, at *37 (quoting In re Dell Techs. Inc. Class V 

S’holders Litig., 2023 WL 4864861, at *34 (Del. Ch. July 31, 2023)).

20 Seb Inv. Mgmt. AB v. Symantec Corp., 2021 WL 1540996, at *1 (N.D. Cal. Apr. 20, 

2021).

21 Id. at *2.

22 Id.

23 In re AMC, 2023 WL 5165606, at *39.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 6 of 9

the standing and skill of counsel, and the contingent nature of the fee arrangement 

together with the level of contingency risk actually involved in the case.”

24

In my August 11 decision, I explained that “[t]his litigation was both 

complex and challenging,” and that the plaintiffs “filed claims applying a novel 

legal theory, crafted in a changing legal landscape, to sophisticated financial 

engineering.”

25

 Izzo was faced with substantially similar legal challenges, and the 

complexity of the litigation warrants an upward adjustment.26 Izzo’s counsel, who 

are known to and respected by this Court, undertook this representation on a 

contingency fee basis.

I find that a one-third contingency fee is appropriate.27 Applying a one-third 

contingency fee to the $79,987.33 benefit Izzo caused entitles Izzo to an award of 

approximately $27,700.00.

3. Additional Benefits

But Izzo’s counsel did more than secure a benefit for the class: they were 

helpful to the Court. When a case settles, the parties seeking approval of their 

settlement drop their adversarial weapons and work together towards the common 

goal of securing settlement approval. This one-handed clapping makes it more 

difficult for the Court to ensure that the proposed settlement is fair. Objectors can

assist the Court by scrutinizing the parties’ agreement and identifying issues that 

might betray its unfairness to absent class members.28

24 Judy v. Preferred Commc’n Sys., Inc., 2016 WL 4992687, at *15 (Del. Ch. 

Sept. 19, 2016).

25 In re AMC, 2023 WL 5165606, at *38.

26 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1072 (Del. Ch. 2015)

(“All else equal, litigation that is challenging and complex supports a higher fee award.”).

27 See Stein v. Blankfein, 2019 WL 2750100, at *2 (Del. Ch. July 1, 2019).

28 See In re Amsted Indus. Inc. Litig., 1988 WL 92736, at *11 (Del. Ch. Aug. 24, 1988)

(“This effort, while it failed to win acceptance of his position, contributed to the class in 

increasing the assurance that a fair compromise had been reached.”), aff’d sub nom. 

Barkan v. Amsted Indus., Inc., 567 A.2d 1279 (Del. 1989).
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 7 of 9

In most circumstances, even where an objector offers such assistance, her 

counsel is typically entitled to fees only where “his efforts improved the final 

settlement or he conferred a benefit on the class.”

29

 But in “a very rare case . . . an 

objector will be awarded a fee on the basis that he did benefit the class by 

substantially assisting the court in its evaluation of the proposed settlement.”

30

This is one of those very rare cases. The parties reached their settlement and 

urged expedited approval before the discovery record was presented to the Court, 

and the absent class members were vocal and diverse and unrepresented. Izzo’s

work provided the adversarial perspective of Delaware attorneys on an expedited 

and complex settlement that posed several novel procedural and substantive 

difficulties. Izzo’s counsel fought for access to and then reviewed the discovery

record, filed a comprehensive and multifaceted objection, took exceptions to the 

Special Master’s report and recommendation, and zealously advocated for her 

many positions at the hearing. To be sure, some of her challenges were weak, and 

served more as a distraction rather than a helpful check on the merits of the 

settlement.

31

 Nevertheless, it is clear that Izzo took a serious, thorough look into 

the merits, which were far from straightforward.

And Izzo weighed in on not only the merits of the settlement, but also other 

issues the Court had to address on the path to the merits. She offered represented

advocacy on objector access to discovery32 and the withdrawal of one of the 

representative plaintiffs.

33

29 Schultz v. Ginsburg, 965 A.2d 661, 670–71 (Del. 2009), overruled on other grounds by 

Urdan v. WR Cap. P’rs, LLC, 244 A.3d 668 (Del. 2020).

30 Amsted Indus., 1988 WL 92736, at *12; see also In re Riverbed Tech., Inc. S’holders 

Litig., 2015 WL 7769861, at *3 (Del. Ch. Dec. 2, 2015).

31 See, e.g., Izzo Obj. 13–19 (explaining why each representative plaintiff is not an 

“Ape”).

32 D.I. 311 at Ltr.

33 D.I. 357 at Response.
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 8 of 9

Under these rare circumstances, and gauging the extent to which Izzo’s work 

was helpful to the Court, the forgoing warrants a fee award of $185,000.00, equal 

to around two-thirds of her counsel’s lodestar of $277,960.00.

34

This leaves the question of who should pay that fee. Izzo did not suggest

who should pay, and her proposed order leaves the question open.35 When Izzo 

presented her motion to the parties, they took no position. Izzo’s counsel’s 

advocacy was helpful to the Court in part due to the lack of adversarial advocacy 

between the parties in the settlement context. And so I believe it is fair, and within 

my discretion, to split the objector’s fee between the defendants and the plaintiffs’

counsel. 

4. Izzo’s Incentive Fee

Izzo has requested an incentive fee of $3,000 to be paid out of any fee award 

to her counsel. The Court may grant incentive awards to representative plaintiffs 

where justified by the factors identified in Raider v. Sunderland: (i) the “time, 

effort and expertise expended by the class representative,” and (ii) the “benefit to

the class.”36 She points out she was an active litigant, attended the settlement

hearing, and, like the representative plaintiffs, “endured an unusual level of 

harassment.”

37

 As explained in my August 11 decision, this was a difficult case for 

all involved.

38

 Under the unique circumstances of this case, Izzo’s requested fee is 

warranted.

C. Conclusion

Izzo’s counsel is entitled to a fee award of $27,700.00 for the reduction in 

attorneys’ fees, to be paid by the Company. Her counsel is also entitled to

34 D.I. 655 at Mot. ¶ 27.

35 D.I. 655 at Proposed Order ¶ 3.

36 Raider v. Sunderland, 2006 WL 75310, at *2 (Del. Ch. Jan. 4, 2006).

37 D.I. 655 at Mot. ¶ 31.

38 In re AMC, 2023 WL 5165606, at *41 n.367 (explaining the requested $5,000 incentive

fees may be low considering, among other things, “Plaintiffs, like their counsel and the 

Court, were subject to an unusual level of harassment from the time of filing the 

complaints throughout this settlement process”).
In re AMC Ent. Hldgs., Inc. S’holder Litig.,

Consol. C.A. No. 2023-0215-MTZ

September 15, 2023

Page 9 of 9

$185,000.00, to be split between the defendants and plaintiffs’ counsel.39 Izzo is to 

be paid an incentive fee of $3,000 from that amount. To the extent an order is 

necessary, IT IS SO ORDERED.

Sincerely,

/s/ Morgan T. Zurn 

Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress

39 Izzo did not separately request expenses, and so no separate award of expenses will be 

issued.