Bloomberg Law
Aug. 17, 2023, 8:52 PM

AMC Investor Takes Conversion Fight to Delaware Supreme Court

Jennifer Kay
Jennifer Kay
Staff Correspondent

The Delaware Supreme Court set a Friday deadline for responses to a request to halt a stock conversion pending the appeal of a settlement allowing AMC Entertainment Holdings Inc. to move forward with a plan opposed by many of its retail investors.

One of those objecting investors, Rose Izzo, seeks to stop the conversion from happening before Delaware’s highest court can consider an appeal, according to a motion filed Wednesday by her attorneys.

“The conversion cannot be undone, and if this court rejects the settlement following the conversion, a clawback of the settlement consideration may be impossible on remand,” they said in the filing.

Responses to Izzo’s motion are due late Friday afternoon, according to an order signed Thursday by Chief Justice Collins Seitz Jr.

The movie theater chain got approval from Delaware’s Court of Chancery last week to convert its preferred equity units, known as APEs, into common shares. Thousands of AMC’s individual retail investors opposed the conversion plan due to concerns that their shares would be diluted.

The lower court denied a motion by Izzo to stay the conversion pending appeal.

“The public interest favors a stay. Thousands of stockholders are watching this settlement, many of whom value their individual rights more than the settlement consideration,” Izzo’s attorneys said in the motion filed to the state’s Supreme Court.

AMC plans to enact the conversion by the end of next week, according to court documents.

Separately, another AMC investor filed a lawsuit in Chancery Court this week alleging the settlement shortchanges APE holders.

The settlement approved Aug. 11 capped an unusual legal battle between AMC, and legions of its retail investors, who flooded the Chancery Court with letters pleading with it to block the conversion.

The dispute began in February when a pension fund sued AMC, claiming it was sidelining small investors by empowering APE holders who would support its share conversion plan to secure new financing.

The case is In re AMC Entm’t Holdings, Inc. S’holder Litig., Del., No. 290,2023, motion filed 8/16/23.

To contact the reporter on this story: Jennifer Kay in Philadelphia at

To contact the editor responsible for this story: Andrew Childers at

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