The following letter was mailed to Honorable Vice Chancellor Zurn (text was copied from document so the format may be different):

To: Honorable Vice Chancellor Zurn
Cc: mbarry@gelaw.com; markl@blbglaw.com; AAron@amctheatres.com; fiacono@fiacono.com 

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

Dear Vice Chancellor Zurn:

       I am writing this Honorable Court after review of the docket entries and recent developments specifically regarding the proposed settlement agreement. Understandably, this unusual action has brought significant attention and controversy to your attentiveness. Ordinarily, I would not interject, but I have intimate knowledge and relevant facts about this case which compel me to bring them before you. 

      For starters, I am a common shareholder of AMC Entertainment Holdings (“AMC”) whom has held shares from before the distribution of the preferred stock units (“APE”). Almost immediately after review of the registration statements, outlining the voting rights and conversion ratio of the preferred stock units, I took several actions to defend my investment in AMC common stock. These actions include the following:
•    On 10/5/2022, I filed a complaint with the United States Securities and Exchange Commission alleging the preferred stock units voting rights were in violation of DGCL 242. The complaint was forwarded to AMC that day.
•    On 10/5/2022, I emailed lead counsel in the Allegheny case- Michael Barry- notifying him I was working on a grievance which: “involves AMC entertainment holdings issuance of the dividend "APE"- it is now selling onto the market without shareholders' consent.”
•    On 10/10/2022, after a brief phone conversation, I sent Michael Barry a four paragraph “synopsis” of  “the AMC grievance”. The allegations in the synopsis are consistent with the Allegheny complaint. Periodically thereafter, I emailed Mr. Barry with several follow ups letting him know I was “still on this AMC entertainment case”.
•    On 2/16/2023, prior to the filing of the above styled case, I Noticed AMC- through written communication (via email to CEO Adam Aron)- noting: “Proposals 1-3 are in breach of Section 242… APE preferred stock equity units cannot vote on the proposal to increase the authorized number of AMC common stock. Such a vote can only be voted on by AMC as a "separate class" independent APE.”
•     On 2/20/2023, I Noticed the NYSE (via email) AMC “breached Rule 312 of the NYSE Company Manual by selling over 20% of the companies Voting Power, in a Private Sale, below the Minimum Price threshold set forth in section 312 of the NYSE Company Manual, without shareholder approval.” On 2/23/2023, I sent a follow up Notice informing the NYSE AMC was also: “in breach of NYSE American Company Guide Section 122” due to the issuance of “Super Voting Stock"”
•    On 2/27/2023, I sent a written communication (via email) to AMC’S CEO- Adam Aron demanding AMC “terminate the board's proposals solicited for the March 14 shareholder meeting” and “(p)romptly investigate an equitable remedy under DGCL 204, 205.” Mr. Aron acknowledged receipt of my demand and summarily “rejected” them.
•    On 3/14/2023, after review of Mr. Aron's twitter proclamation AMC shareholders voted in an 87% “landslide” to approve the authorization of new common stock, I again emailed Mr. Aron demanding Mr. Aron retract his statement or, at minimum, post a clarification, stating: “87% is misleading as 87% of shares did not vote per quorum. The Computershare agreements and Antara pledged votes deceptively amplified the percentage you are reporting by boosting Computershare non-votes thereby drowning out what really matters- common share broker non-votes.” (emphasis added). As grounds for the need for clarification I stated “unsophisticated investors may be further damaged by your false claims of a landslide as evident by today’s price action immediately following your statements.”
•    On 4/5/2023, I started a “Petition to Opt Out of Proposed Class Action Settlement and Request to Deny- Motion to Lift Status Quo Order”. As of the writing of this letter, 328 purported shareholders of AMC have signed the Petition requesting they opt out of the proposed settlement agreement. The petition is available at: https://www.change.org/p/petition-to-opt-out-of-amc-s-proposed-class-settlement?recruiter=1279237536&recruited_by_id=82d8a6d0-45e4-11ed-89ab-6fbdfe770987&utm_source=share_petition&utm_campaign=share_for_starters_page&utm_medium=copylink

     If This Court would like me to do, I can provide any of the above as evidence to support the above referenced communications, file an affidavit, or appear before The Court. If The Court is inclined to graciously allow me to further advocate on behalf of my interests as an AMC common stockholder please allow me the opportunity to persist and consider this a pro se Motion to Intervene. 

     Since, early October 2022 AMC was warned that the preferred stock units voting rights and agreement with Computershare were, amongst other things, not in compliance with DGCL 242. Without litigating the case here, it is prudent to point out the allegations in the purported class action seeks declaratory relief from statutory and fiduciary breaches. Such relief, was filed on behalf of shareholders as a class. Still, it is of the opinion of many stockholders similarly situated that any settlement prior to the adjudication of declaratory relief is, at best, premature. Therefore many of us prefer to opt out. We feel, at minimum, This Court should take into consideration the serious statutory breaches alleged and make a declaratory ruling well in advance of any settlement proposal. It is my personal opinion that AMC flagrantly breached DGCL 242 and with it any semblance of fidicuary duty owed to common stockholders. Moreover, dissenting shareholders should be afforded the right to opt out and not be forced to accept a release of otherwise timely grievances. 

     Only after there is a ruling on allegations related to declaratory relief, should a class settlement be considered in a case such as this. Without getting ahead of my skis, it has always been my opinion that the proper remedy here needs to be pursued pursuant to DGCL 204, 205, as stated in the above reference demand made months ago. AMC sanctioned an illegal preferred stock takeover by way of an “interested party” gifted cheap equity in exchange for stipulating to vote, in favor of a rogue board’s proposals. The only way to properly tip back the scales of equity is through DGCL 204,205 and a distribution of rights to common shareholders. These rights could be to purchase equity, at a rate consistent with which the AMC board “weaponized” the sale of preferred stock units to Antara capital. Such a rights offering  would act, in effect, as a reverse “poison pill”; thereby letting common stockholders retain a semblance of voting power, while potentially allowing the company to raise capital from it's enthusiastic retail shareholder base.

     Lastly, it’s time to admit Delaware has a problem. Without casting aspersions here, there is a history of attorneys leveraging up purported class actions and/or disclosure disagreements, to rake in attorney fees, while leaving the shareholders they allegedly represent, with a minimal recovery (if any). As it appears to be the case here: the proposed $100 million dollar recovery for common shareholders math doesn’t add up; yet we will undoubtedly be cited when plaintiffs’ counsel request to be rewarded attorney fees- on a case that was settled before the ink was dry on a yet-to-be briefed Motion to Dismiss. 

     There is also the question of how Allegheny ended up a class representative after Michael Barry was presented with a synopsis back in early October nearly identical to the Allegheny complaint. Mr. Barry previously represented myself and Travus Pope in actions against Hycroft Mining. For his efforts, Mr. Barry was awarded a $250,000 “mootness” fee Hycroft agreed to furnish without objection. Meanwhile Travus Pope has since had to refile pro se and the class Mr. Barry purported to represent got zero recovery and was extinguished without Hycroft ever honoring the Warrant Agreement, at the heart of the dispute. Pope v. Hycroft Mining Holding Corp., Del. Ch., No. 2022-0957. Results like this are far too common in Delaware and the Chancery Court has rightfully began to crackdown on distribution of attorney fees when shareholders do not reap a real benefit

    As evident by the feedback the docket is accruing- even unsophisticated investors such as myself, can see plain as day that anti-takeover preferred stock provisions were illegally turned against those of us whom recapitalized AMC through the Covid 19 pandemic. If nothing else, I ask This Court please review the allegations purported to levied on behalf of AMC common stockholders and determine if such a grievance can be settled and released away prior to a ruling on declaratory relief; and what affect that may have on investors relying on the Delaware Court system to safeguard investments fortified by DGCL. As to this date, neither the NYSE, SEC, nor even the AMC board has given these important grievances the care and concern required to ensure, amongst other things, a free and fair market.
Thank you for your patience on this important matter
Sincerely,