UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TEXAS

SHERMAN DIVISION

Nelson Willis,

Plaintiff,

v.

Adam M. Aron,

Defendant.

FILED

JUL 2 3 2024

CLERK, U.S. DIST ICT COURT

EASTERN DISTRICT OF TEXAS

Case No.: 4:23-CV-732-ALM-KPJ

PLAINTIFF S EMERGENCY MOTION FOR HALT, CEASE AND DESIST, AND

ESTABLISH AND MAINTAIN THE STATUS QUO

I. INTRODUCTION

1. Plaintiff Nelson Willis respectfully submits this Emergency Motion for Halt, Cease

and Desist, and Establish and Maintain the Status Quo to immediately prevent the AMC

Board of Directors and CEO Adam M. Aron from further altering the corporate structure

or engaging in financial activities that could further harm shareholders and unjustly

enrich insiders, including AMC s lenders and Wall Street institutions, at the expense of

retail investors. This motion is filed pursuant to Federal Rules of Civil Procedure 65,

Texas Business Organizations Code § 21.563, and Delaware General Corporation Law §

225.

2. The actions of AMC Entertainment Holdings, Inc., as demonstrated by their recent

financial maneuvers, clearly indicate a scheme designed to benefit insiders, including

AMC s lenders and Wall Street institutions, while severely disadvantaging the

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company s shareholders. The failure of the court to grant Plaintiffs prior emergency

motions, which sought to halt the June 5, 2024 shareholder meeting and vote, directly

facilitated this latest exploitative act by the Defendants.

II. ARGUMENT

A. Immediate Halt and Cease and Desist

3. Given the recent actions taken by AMC Entertainment Holdings, Inc., it is imperative

that an immediate halt and cease and desist order be issued. The refinancing transaction

announced on July 22, 2024, represents a deliberate attempt to further enrich insiders,

including AMC s lenders and Wall Street institutions, while saddling shareholders with

exorbitant interest payments. This is evident from the press release and social media posts

by CEO Adam Aron, which celebrate the extension of debt maturities and purported

financial flexibility gained, all while ignoring the detrimental impact on shareholders.

1. Legal Precedent and Statutory Authority

4. Texas Business Organizations Code § 21.563 and Delaware General Corporation Law

§ 225 provide the legal basis for halting corporate actions that are prejudicial to

shareholder interests. Furthermore, the court in Unocal Corp. v. Mesa Petroleum Co., 493

A. 2d 946 (Del. 1985), established that corporate directors must demonstrate good faith

and fair dealing in their fiduciary duties to shareholders. The actions of AMC s board

clearly violate these principles by prioritizing insider and debt holder benefits over those

of retail shareholders.

B. Establish and Maintain the Status Quo

5. Plaintiff requests that the Court establish and maintain the status quo from June 5,

2024, until the Court lifts the status quo. This measure is necessary to prevent further

actions by the AMC Board of Directors that could alter the corporate structure, financial

position, or shareholder value without proper judicial oversight. The need for this is

underscored by the recent refinancing announcement, which was facilitated by the denial

of Plaintiff s previous emergency motions. By failing to grant these motions, the Court

inadvertently allowed the Defendants to proceed with their scheme, causing irreparable

harm to shareholders.

6. Plaintiff further requests the immediate termination of the agreement to extend debt

maturities. The conditions of AMC’s corporate certificate must revert back to those in

place on June 5, 2024, prior to the magistrate judge’s denial of Plaintiff s motions.

Additionally, the magistrate judge’s erroneous decision to declare the lower court case as

voluntarily dismissed, a complete misrepresentation of the facts, must be rectified.

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III. REQUEST FOR FEDERAL BENCH WARRANTS

7. Plaintiff requests that the Court issue federal bench warrants for the immediate arrest

of CEO Adam M. Aron and the AMC Board of Directors. Their ongoing actions to alter

the corporate structure and financial position of AMC Entertainment Holdings, Inc. in a

manner that disproportionately benefits insiders, including AMC s lenders and Wall

Street institutions, at the expense of shareholders constitute a clear and present danger to

the interests of retail investors. The Court s intervention is imperative to prevent further

harm and ensure accountability.

IV. CEO s Track Record and Shareholder Impact

8. The CEO, Adam M. Aron, has created nearly $10 billion in debt since his tenure

began. Despite this, AMC Entertainment Holdings, Inc. has never recorded a profitable

year under his leadership. Over the past 2.5 years, Mr. Aron has personally made

approximately $300 million, while his sons have amassed another $30 million.

Meanwhile, the company s shareholders have seen approximately $23 billion in value

evaporate.

V. EXHIBITS

9. Exhibit A: Filing with the SEC by AMC Entertainment Holdings, Inc.

10. Exhibit X: Confidential email discussing the elements of Project Popcorn from

November 2021.

11. Exhibit B: Analysis of AMC’s Financial Maneuvers and Their Impact on Class A

Shareholders.

VI. CONCLUSION

12. For the reasons set forth above, Plaintiff respectfully requests that the Court grant

Plaintiffs Emergency Motion for Halt, Cease and Desist, and Establish and Maintain the

Status Quo, issue federal bench warrants for the arrest of CEO Adam M. Aron and the

AMC Board of Directors, and take all necessary actions to protect the interests of AMC

shareholders.

CERTIFICATE OF SERVICE

13.1 hereby certify that on July 23, 2024, a true and correct copy of the foregoing

document was served upon all counsel of record via the Court’s electronic filing system.

Respectfully submitted,

Nelso-ff illis

Pro Se Litigant

Future Supreme Court Appellate

July 23, 2024 

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