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

May 24, 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

Via Electronic Mail

Jordan Affholter

1501 Hatcher Crescent

Ann Arbor, MI 48103

jordanaffholter@gmail.com

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

 Consol. Civil Action No. 2023-0215-MTZ

Dear Counsel and Mr. Affholter:

On May 20, I issued a letter opinion adopting the May 19 Report and 

Recommendation of Special Master Regarding Class Member Access to the 

Discovery Record (the (“May 20 Opinion” and the “May 19 Report,”

respectively).1 In relevant part, the May 20 Opinion overruled an objection to a 

proposed confidentiality agreement that objectors must sign to access the discovery 

1 Docket Item (“D.I.”) 312; D.I. 307.
In re AMC Entertainment Holdings, Inc. Stockholder Litigation,

Consol. Civil Action No. 2023-0215-MTZ

May 24, 2023

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record in this case, specifically its enumerated consequences for trading AMC 

stock after accessing the discovery record but before this case is over.

2

Later on May 20, Mr. Affholter received an email from 

AMC.Settlement@blbglaw.com stating, “This email is in response to your request 

to access the discovery record in In re AMC Entertainment Holdings, Inc. 

Stockholder Litigation.”3 The email asked Mr. Affholter to sign the agreement 

attached to the stipulation approved by the May 20 Opinion. It does not appear

that he has done so. On May 22, Mr. Affholter filed a letter titled “Letter to Vice 

Chancellor and Special Master Corinne Elise Amato, Esq. from Jordan Affholter[:]

Motion for Enlargement of Time and Objection to the Discovery Process” (the 

“Motion”).

4 He is not a party to this action.5 Part of his Motion takes issue with 

the confidentiality agreement and requirement to supply proof of beneficial 

ownership adopted in the May 20 Opinion.6 Last night, the parties responded to 

Mr. Affholter’s Motion.

7

 As I have already ruled on the confidentiality agreement, 

and in the interest of time, I have taken up these aspects of Mr. Affholter’s Motion 

rather than refer them to the Special Master.

First, I address Mr. Affholter’s objections to the Court’s adoption of the 

Special Master’s recommendation that “objectors submit proof of beneficial 

ownership as a condition of accessing the discovery record.”8 One has standing to 

2 D.I. 312 at 3 n.7 (citing Steinhardt v. Howard-Anderson, 2012 WL 29340, at *8–11 

(Del. Ch. Jan. 6, 2012)).

3 D.I. 320 at 8. Mr. Affholter did not paginate his filing, so I have counted the pdf pages 

and reference those.

4

Id. at 2.

5 D.I. 302 (denying Mr. Affholter’s motion to intervene). Mr. Affholter did not file 

exceptions to the Special Master’s report denying his intervention. Ct. Ch. R. 144(d)(2).

6 D.I. 312 at 3; D.I. 307 at 9 n.28; D.I. 294, Ex. A at Ex. B [hereinafter “Objector Agr.”]; 

D.I. 184, Ex. B ¶ 65; D.I. 185 ¶ 19; D.I. 190, Ex. 1 at 2.

7 D.I. 327; D.I. 328.

8 D.I. 312 at 2–3; D.I. 307 at 8 (“To access the discovery record, an individual must have 

standing to object to the settlement. To have standing to object, an individual must be a 

member of the settlement class, as defined by the Stipulation of Settlement.”).
In re AMC Entertainment Holdings, Inc. Stockholder Litigation,

Consol. Civil Action No. 2023-0215-MTZ

May 24, 2023

Page 3 of 6

object to a settlement if they are a member of the putative settlement class.

9 Status 

as a putative class member with standing to object begets the right to the discovery 

record.

10

“The party invoking the jurisdiction of a court bears the burden of 

establishing the elements of standing.”11 Accordingly, objectors—not the litigation 

parties—have the burden to prove they are members of the class with standing to 

object and therefore the right to access the discovery record.

Second, I address Mr. Affolter’s objection to paragraphs 4, 5, and 8 of the 

Objector Agreement to Be Bound by Stipulation and Order for the Production of 

Confidential and Highly Confidential Information (the “Objector Agreement”).12

Those paragraphs provide:

4. I agree not to disclose any Confidential or Highly Confidential 

Discovery Material on any social media platform, including but not 

limited to, Facebook, Twitter, YouTube, LinkedIn, TikTok, or 

Reddit, on any website, or on any blog.13

9 See Devlin v. Scardelletti, 536 U.S. 1, 6–7 (2002) (noting that as long as an individual is 

a member of the class, that individual “has an interest in the settlement that creates a 

‘case or controversy’ sufficient to satisfy the constitutional requirements of injury, 

causation, and redressability” (citations omitted)).

10 See, e.g., Ginsburg v. Phila. Stock Exch., Inc., 2007 WL 2982238, at *1 (Del. Ch. Oct.

9, 2007) (“Delaware law requires that these objectors have some opportunity to review 

the discovery obtained by the class counsel during the course of the litigation.”); In re 

Amsted Indus., Inc. Litig., 521 A.2d 1104, 1108 (Del. Ch. 1986) (“Review of such 

materials should place an objector in the same position as the class representative who 

has proceeded in good faith when that representative elected to recommend the settlement 

to the Court.”).

11 Dover Hist. Soc. v. City of Dover Plan. Comm’n, 838 A.2d 1103, 1109 (Del. 2003) 

(citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992)). 

12 D.I. 320 at 9; Objector Agr. ¶¶ 4–5, 8.

13 See also D.I. 314 at 3 n.7 (“To be clear: stockholders may not take pictures, 

screenshots, or screen recordings of the documents, and may not post or share them 

online or in messaging apps in any format including but not limited to, social media, 

online drives or drop boxes, Discord, Telegram, or YouTube.”).
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Consol. Civil Action No. 2023-0215-MTZ

May 24, 2023

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5. I agree that any filing I make with the Court that contains any 

Confidential or Highly Confidential Discovery Material must be 

made as a Confidential Filing, consistent with Paragraph 12 of the 

Stipulation.

. . .

8. I agree that I will not buy or sell any AMC Entertainment 

Holdings, Inc. (“AMC”) securities until the final resolution of the 

Action, which means either that the Court has issued a Final 

Judgment and the time to appeal that Final Judgment has lapsed or 

any appeal of the Final Judgment has been finally resolved.14

Mr. Affholter interprets paragraphs 4 and 5 of the Objector Agreement to 

“imply that objectors and supporters who have signed the agreement[] cannot 

discuss the findings of discovery with other approved and signed objectors and 

supporters,” and objects to this prohibition.15 He does not rely on any law in 

support of his objections.

Mr. Affholter’s objections to paragraphs 4 and 5 of the Objector Agreement 

are denied. AMC’s confidentiality concerns are legitimate. And as set forth in the 

Objector Agreement itself, access to the Confidential and Highly Confidential 

discovery record was granted to permit the signatories to inform their personal 

objections.

16 Stockholders seeking advice on whether or how they should object 

are encouraged to seek legal counsel, not the advice of other stockholders or the 

online community at large.

14 Objector Agr. ¶¶ 4–5, 8.

15 D.I. 320 at 10.

16 Objector Agr. ¶ 3 (“I agree not to disclose any Confidential or Highly Confidential 

Discovery Material (as defined in the Stipulation) to any other person, under any 

circumstances, apart from in filings with the Court.”); id. ¶ 11 (“I understand that the only 

purposes for which I can use Confidential or Highly Confidential Discovery Material are 

to determine whether to object, or to present an objection, to the proposed settlement of 

the Action.”); Amsted, 521 A.2d at 1107.
In re AMC Entertainment Holdings, Inc. Stockholder Litigation,

Consol. Civil Action No. 2023-0215-MTZ

May 24, 2023

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Mr. Affholter also objects to paragraph 8.17 The Motion does not cite any 

law in support of this objection. Instead, Mr. Affholter contends that “paragraph 8 

essentially locks the objectors and supporters into not being able to buy or sell their 

legally owned AMC stock until a final judgement has been rendered either in the 

Trial Court or the Appellant [sic] Court. That time frame could potentially take 

months or years.”18 He speculates that AMC’s stock price might “run[] up again 

(like it did historically)” or “an objector [or] supporter [might] have an issue of 

financial hardship” at some point between signing the Objector Agreement and the 

resolution of this matter, which would prevent “objectors and supporters who 

execute this confidentiality agreement” from being able to trade at those opportune 

times.

19

 

These arguments do not dissuade me from my conclusion in the May 20 

Opinion that more stringent protections are warranted to ensure the access afforded 

numerous unrepresented objectors does not lead to securities violations or misuse 

of confidential information.

20 “[C]ourts faced with discovery requests at the 

settlement stage must balance carefully the needs and burdens involved, as well as 

the potential for abuse.”

21 I subscribe to then-Vice Chancellor Strine’s statements

in In re Netsmart Technologies, Inc. Shareholders Litigation and Berger v. Icahn 

Enterprises L.P., that access to confidential discovery information and 

participation in representative litigation can properly cost the ability to trade.22 A 

stockholder with access to material nonpublic information will be hard pressed to 

17 D.I. 320 at 9–11.

18 Id. at 9.

19 Id.

20 D.I. 312 at 3 (citing Steinhardt, 2012 WL 29340, at *8–11, and In re Netsmart Techs., 

Inc. S’holders Litig., Consol. C.A. No. 2563–VCS (Del. Ch. July 16, 2007) (ORDER), 

and Sample v. Morgan, C.A. No. 1214–VCS, at 8 (Del. Ch. May 14, 2008) 

(TRANSCRIPT)).

21 7B Alan Wright, Arthur Miller & Mary Kay Kane, Federal Practice and Procedure

§ 1796.1 (3d ed.).

22 In re Netsmart Techs., Inc. S’holders Litig., Consol. C.A. No. 2563–VCS (Del. Ch. 

April 11, 2007) (TRANSCRIPT) (docketed at C.A. No. 2597-VCS, D.I. 33); Berger v.

Icahn Enters. L.P., C.A. No. 3522-VCS, at 55–56, 59 (Del. Ch. Oct. 23, 2009) 

(TRANSCRIPT).
In re AMC Entertainment Holdings, Inc. Stockholder Litigation,

Consol. Civil Action No. 2023-0215-MTZ

May 24, 2023

Page 6 of 6

establish a trade was not based on that information. Restrictions on trading are an 

appropriate precaution imposed on access to AMC’s confidential information.

Each stockholder can make his or her own determination as to whether they wish 

to commit to those restrictions to view the discovery record.

The Special Master will address the other points in Mr. Affholter’s Motion 

in due course.

Sincerely,

/s/ Morgan T. Zurn 

Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress