Below is a shocking and disturbing publication that was placed in the News Journal, on Thursday July 27th by the Citizens for Pro Business Delaware group. They are fighting the forced dissolution and sale of TransPerfect by Chancellor Andre Bouchard. My sources tell me the ad was also published in the New York Law Journal. Basically, this significant advertisement clearly lays out, for all to see, what looks to be the specific and outrageous billing orchestrated by the Court-appointed Custodian, Robert Pincus, who is Chancellor Andre Bouchard’s former business partner. According to my reliable research, these grotesque expenditures are unnecessary and seemingly for the profit of Robert Pincus, his law firm, and his buddies at the expense and detriment of TransPerfect Global and its employees. Without itemization these unchecked bills are lumped together and paid by Court Order from TransPerfect’s coffers with the approval of Chancellor Andre Bouchard. The bottom line is, if this can happen because of the arbitrary and biased decision by a rogue and inexperienced Chancellor, who through his seemingly nefarious actions is destroying the credibility of Delaware’s esteemed equity court — the Delaware Court of Chancery — by illegitimately giving his buddies a small fortune, Delaware will indeed, and in time, lose its incorporation bonanza and 1/3 of its income. Shame on these people! It is an outrage for the courts to allow — much less condone such unchecked fee gouging — backscratching and cronyism for what looks to be pillaging of the bank accounts of a successful company.  I again call upon lawmakers to stop what’s happening, require itemized bills to be filed, and force these firms to reduce their rates and stop this outrageous gouging! As always your comments are welcome, SEE the amazing advertisement below:   Chancellor Bouchard’s relationship with Kevin Shannon of Potter Anderson is extensive and well-documented.  My opinion is the TransPerfect case is worthy of Judicial Corruption and whatever those Philadelphia judges did recently to get hauled off by the Feds doesn’t hold a candle to what Bouchard has done.   Here’s my view of what I’ve witnessed:   ·         Bouchard and Shannon (of Potter Anderson) share a 20-year country-club friendship dating back to when they worked the same side of the Disney Ovitz $100 million severance case.

·         When Bouchard became a judge for the first time — right before the TransPerfect case — he had to give up his prestigious board seat at the St. Francis Hospital, and he picked his friend Kevin Shannon to take his vacant seat.   ·         Bouchard, in his first big case, sees Shannon’s name on the TransPerfect case. He assigns all the cases as Chief Chancellor and assigns Shannon’s case to himself so he can control the outcome, in my opinion. Isn’t that convenient folks? And, what a nice time to start paying back your friends!?!   ·         Bouchard’s bias shows, as he ridiculously rules in Kevin Shannon’s favor in two different aspects of the case, Merits and Sanctions.  For the first time in history, he orders the forced-sale of a stock-based private company in a zero-witness case, simply on the word of Kevin Shannon. Again, not one person testified for Elting at trial — they all testified for Shawe — yet she won in a landslide!   ·         TransPerfect is an industry leader with twice the profit margins and twice the growth rate of its closest competitor. It has grown from just 2 people in 1992. It never had a year without growth and never a year without a profit. It is one of American’s greatest, business success stories. The company is not dysfunctional in any way and the testimony Bouchard cited to prove this, was totally plucked out of context.   ·         In the sanctions motions, after being railroaded by Bouchard for years, (Shawe lost 90% of all of the 50%/50% motions), Shawe motioned the Court for a criminal jury trial to fight what I’m sure he views as Bouchard’s corruption. What 25-year successful businessman requests and volunteers to subject himself to criminal conviction at the whim of a jury, on his own free will?  None. This proves to me two things. 1) Shawe is innocent and the Sanctions are trumped-up by Bouchard. 2) Bouchard badly wanted to be judge, jury and executioner for this case for a reason – and his rulings have transfered a king’s ransom to Bouchard’s former law partners and other cronies. The numbers are astonishing, my friends! You would be outraged if it were you on the other side of Bouchard’s ruling! Believe me!   ·         Bob Pincus of Skadden Arps is billing $1,425 per hour as the Custodian/Receiver in Delaware… hiding his bills in lump-sum billings. Bouchard then approves them by Court Order, and then (employees have told me) Alvarez and Marsal, run over to the Accounting Department and waive a court-order in front of the poor check-cutter named Silvia – and scream they all need their bills paid immediately! Alvarez and Marsal (Pincus’ Court Appointed Consultants) demand payment for Skadden’s outrageous bills immediately with no review – and Pincus scratches their back the same way, with immediate bill approval and no detail required. This crazy operation is a grotesque and greed filled feeding frenzy that is breaking TransPerfect.  I encourage investigative reporters to call TransPerfect, ask for Silvia in accounting, and ask her about this chicanery.     ·         In my opinion, Philip Shawe was denied a fair trial by Chancellor Bouchard. Although there are not jury trials in the Court of Chancery, they are supposed to be conducted under similar rules. Basically, I see this biased Judge as saying, “I’ll make the decision to fine you $7 million myself, even though no one testified against you, because I don’t like you.”  He did not follow the law, in either the Merits or the Sanctions, which were all in favor of Mr. Shannon. Does Bouchard think the public are idiots?

·         There’s more:  During the decision phase of the trial, when a jury would have been sequestered during a jury trial, what do Bouchard and Shannon do?  They travel to New Orleans and make a public appearance together, co-paneling before law students at Tulane University. This is insane, folks! From this move alone Bouchard should have recused himself!  What judge does public speaking appearances with one-side’s lawyer, while the case is being decided??     ·         It gets worse, and to me, this is the clearest evidence of wrong-doing in the judiciary: Bouchard orders a third of Elting’s trial fees to be paid by Shawe, and all Elting’s attorneys had to do was show their itemized bills, and had to take deductions – for things like mediation time and working on Shirley Shawe’s case – except one person, who didn’t have to produce ANY bills, and got a FULL 100% reimbursement without having to show anything. Can you guess who?  That’s right: Kevin Shannon and Potter Anderson. He didn’t have to show his bills and Potter Anderson didn’t take a single deduction. In my view, this certainly looks to be an arrogant act by Bouchard to show such biased favoritism, with an unprecedented enrichment by Chancellor Andre Bouchard for Kevin Shannon and the law firm of Potter Anderson. It is truly the appearance of an impropriety. I say this whole thing should be turned over to the Attorney General, for investigation of both Bouchard and Shannon for possible corruption. The evidence couldn’t be any clearer.   ·         Bouchard’s decision to order the dissolution of TransPerfect is 8 pages long. It basically says that “ these guys don’t get along.” Therefore, Elting loses her offensive claims against Shawe. Shawe loses his claims against her “without getting to the merits” (my view is that this means that Shawe proved his case, but the judge is not going to rule for him anyway). And therefore, he is going to arbitrarily force an auction of this 3-owner company, because of a “Director Deadlock”.  And he is going to give Kevin Shannon and Elting the maximum payout humanly possible, so the case can never settle.   ·         I have read other op-eds that blame the parties in this case for not settling. The bottom line here is, not being able to settle this case through reasonable negotiations, is indeed a circumstance obviously created by Bouchard, not the involved litigants. When a Judge intentionally uses nuclear weapons (when a fly swatter will do), and rules heavily against one party – a case can never settle under any circumstances. The deck was obviously and completely stacked by the Chancellor and in my opinion this is criminal.   ·         To give you a simple example of why this is all Bouchard’s fault (or worse, in my view, is his calculated and engineered plan)… Imagine two parties fighting over dollars, Party A says B is owed 0, Party B says he’s owed $1,000,000. Each party only has a million. The judge says, B, I rule you get $5 milllion, and A I’ll try to ruin your reputation with 106 pages of lies.  B now has a ruling worth $5 million, but all their assets together are only worth $2 million. How can the case settle? What can A give B to settle? The answer is nothing. And this is the answer that makes the case never ending, and makes Bouchard’s inner-circle of cronies, rich at the expense of TransPerfect and Philip Shawe.     I urge the Delaware Lawmakers, the Delaware Bar, the Court of the Judiciary, the Attorney General… Someone must step in and stop the TransPerfect madness! Shawe, Elting, and TransPerfect don’t deserve Bouchard’s continued fleecing of the company – and neither does any future Delaware corporation. THIS GOES BEYOND JUST THIS CASE, IT AFFECTS FUTURE INCORPORATIONS IN DELAWARE WHICH IS 1/3 OF DELAWARE’S BUDGET !

I have read the whole transcript several times and interviewed many folks, here’s what is obvious:  Did the litigants each write mean emails? Yes. Does the staff hate Elting? Yes. Is Shawe a tough, but good manager? Yes, And he’s respected and loved by the staff.  By Bouchard’s new standard of dissolution… every corporation or partnership or law firm, where people fight on email or in the Board Room, could be taken over by a rogue Judge and auctioned off without notice or due process! It Is an illegitimate “TAKING” under the 5th amendment to the United States constitution.     There is a lot at stake here. Being an eternal optimist, I’d like to believe this $100 million dollars, Bouchard has already cost TransPerfect, and the next $100 million that his planned forced auction is going to cost — is all going to be paid back by the apparent bilkers. Think about it!!!  A Delaware company, which has deadlock because of an even number of directors, comes to court for a solution, and rather than order the parties to appoint a third director and expand the Board — TransPerfect is forced to pay 1/3 of its value to legal fees, to the Judge’s inner-circle and to court-ordered consulting, accounting and investment bank fees. This is absurdity and sets a dangerous precedent that will ultimately hurt the State of Delaware which is already in huge financial trouble.     In closing, I will share more of my personal views: Bouchard’s handling of the TransPerfect case is completely insane and preposterous. Bouchard should face an investigation and potential impeachment. Kevin Shannon, Elting’s lawyer and Bouchard’s buddy, should also face investigation and possible disbarment. But all of this takes a back seat to the immediate issue of ending the environment of employee-fear that the Court appointed, Custodian (Chancellor Bouchard’s former business partner) Bob Pincus’s Nazi-like occupation and fleecing of this American success story. TransPerfect is a business being ripped apart by a Chancery Court that was supposed to be designed to protect businesses. Instead, the Chancery Court is lost at sea to the detriment of the State of Delaware, based on the current Chief Chancellor Andre Bouchard’s complete lack of a moral compass necessary to properly guide it.

As always your comments are welcome.

Respectfully Submitted,

JUDSON Bennett-Coastal Network   Judson Bennett   Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett[wpvideo AXkW29HA] The case of TransPerfect and the decision in the Delaware Chancery Court was unprecedented, and is believed to have been wrought with conflicts of interest and questionable dealings. This recording is an example of the hypocrisy in the courtroom meted out by Philip Kaufman at Kramer Levin.Chancellor Bouchard is forever tarnishing the Delaware brand around the globe by his capricious, and in my opinion, illegal handling of the TransPerfect case. Bouchard’s “Implementation Order,” according to the Barcelona newspaper below, violates Spanish law. With a 25% unemployment rate in Spain, apparently any merger or acquisition of this magnitude inevitably results in the loss of jobs. Under Spanish law, before any merger or acquisition can be contemplated — much less thrusted into an auction process — an in-depth study is required on how it will affect the employees. And if this is the law for Spain, it would not surprise me if each and every European country where TransPerfect operates (about 20 countries) have similar laws.  Chancellor Bouchard, how do you say “I’m a Loco Gringo Judge” in Spanish?  If this Order does in fact break Spanish law, I will be shouting from the mountain-tops for your impeachment (and don’t say later that you weren’t on notice, because you are on my email list).   The Chancellor and his designated henchman, Custodian Bob Pincus have shown their real-world inexperience and naivety, and it is magnified ten-fold when dealing with the complex issue of global business and European employment law. How is it that a former Delaware River Pilot and former Lewes City Councilman like me can see that Delaware’s court system has fleeced this company out of $100 million, is destroying our state’s business-friendly reputation worldwide and threatens our entire economy while raising the dark shadow of possible corruption… and no one in Delaware seems to care?? I for one want to see the reputation of Delaware saved and restored to its former glory, and the negative publicity that Chancellor Bouchard is creating erased, as it is the greatest immediate threat to our already weak economy!! See the story I’m referring to here: http://www.aldia.cat/espanya/noticia-experts-afirmen-jutge-cas-transperfect-vulnera-seva-potestat-jurisdiccional-20170713125427.html  

Experts claim that the judge of the case violated his judicial power Transperfect Posted 13/07/2017 12:54:27 CET The group fears that a possible sale affecting their jobs BARCELONA, Jul 13. (AFP) – The judge of the Supreme Court of Delaware, André Bouchard, is in violation of the limits of its jurisdictional authority and violating rights to privacy and freedom of expression template Transperfect in Barcelona, ​​according to experts consulted next to the multinational translation and dubbing.   The operational center of Barcelona, ​​which has 500 employees, is the second largest company and is leading the creation of a European works council level, bringing together 26 centers for social dialogue interlocutor was against any change organizational occur before the conflict remain founders. Judicial sources have said that the “Implementation Order” he declared at the beginning of the conflict carries important implications not only for legal workers Transperfect United States, but especially for the operational center of Barcelona. This battery of legal measures would be out of power and influence Bouchard is an “overreach its powers”, say experts, recalling that Robert Pincus, judicial administrator appointed by Bouchard for this transition period would be acting as if “under the order issued by judge implementation, workers in Spain were under his supervision and order,” which is contrary to law. Under this tax, remember, Barcelona Transperfect workers are required to contribute to the risk of sanction the sale of the company and can not do evaluations, despite knowing the consequences it could have for the center of the Catalan capital. A few months ago, the Supreme Court of Delaware ordered the forced sale of Transperfect to resolve the conflict between the shareholders founders Elizabeth Elting and Phil Shawe. According to sources close to the most likely sale of a multinational private equity funds could lead to the relocation of Transperfect 90 centers worldwide and threatens 500 jobs in the company in Barcelona.

  Judson Bennett Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett