OPINION Dear Friends, Sometimes, good guys win, folks. I’ll explain, but first some background: I spend a decent amount of time each month keeping you updated on the ongoing saga of the TransPerfect case in Delaware, and what I see as the unprecedented, subjective and capricious rulings by Chief Chancellor Andre Bouchard. In my view, this case features Bouchard attempting a governmental “Taking” of the Shawes’ private property (not only according to me, but the lone female Delaware Supreme Court Justice Valihura in her dissenting opinion) in violation of the 5th Amendment of the U.S. Constitution. More recently, it has featured battles over Bouchard giving his former law firm Skadden Arps what I see as a blind blank check to raid TransPerfect’s corporate bank account. I could go on and on (and I often do!). But let’s take a moment to celebrate one of America’s great entrepreneurial, success stories, overcoming not only the Chancellor’s best efforts to put them out of business, but also beating global competitors! Amazingly, the company is on track to top $750 million in sales for the year and Chief Executive Philip Shawe says they “anticipate finishing the year strong”. Given my view of all the Chancery’s wildly fabricated tales of “dysfunction;” given all the court’s moves, in my opinion, designed to methodically empty the company’s bank account of over $250 million; and given the 3-year, illegal occupation of a Skadden Arps’ lawyer as a fake CEO — it is truly amazing TransPerfect is still alive, much less kicking butt! Read the results below and rejoice at this American success story, even in this day and age, the good guys can still win one once in while. Please send your thoughts! Always enjoy emails and feedback from you. Respectfully Submitted, JUDSON Bennett-Coastal Network See the company’s record results below: SOURCE: PR Newswire https://www.prnewswire.com/news-releases/transperfect-breaks-q3-sales-record-300939511.html

TransPerfect Breaks Q3 Sales Record

Current Performance Bodes Well for a Strong Q4

and Record-Setting 2019

Oct 16, 2019, 09:00 ET

NEW YORK, Oct. 16, 2019 /PRNewswire/ — TransPerfect, the world’s largest provider of language and technology solutions for global business, today announced billed revenues for the third quarter of 2019 of $188 million. This $15 million increase over Q3 2018 equates to 8.5% growth and sets an all-time record for the third quarter.

Sales totals for 2019 to date show the company to be on a record-setting pace. TransPerfect is up $35 million over the same period in 2018 and is on track to top $750 million in billed revenue for the year. This significant and sustained growth bolsters the company’s campaign to maintain its position as the industry’s largest firm.

TransPerfect’s GlobalLink® translation management technology, the industry’s leading platform for managing multilingual content, continues to be selected and implemented by new customers at a rapid rate. The company announced 168 new deployments and a 13.5% year-over-year increase in services revenue throughput relative to the same period in 2018.

Beyond revenue increases alone, TransPerfect posted impressive numbers with respect to job creation. The company added 150 new positions in Q3 and several strategic acquisitions were closed. Those deals included Lylo (Paris), Lassostudios (Madrid), Sublime (Madrid), and AGM Factory (Rennes) in the subtitling, dubbing, and media localization space as well as MoGi Group (Dublin) in gaming localization and gamer support services.

TransPerfect President and CEO Phil Shawe commented, “We have grown in several key areas this past quarter. On top of gains in sales and technology adoption, we have also welcomed a group of key acquisitions that we believe will position us well for the future. We anticipate finishing the year strong, and hope to achieve another record-setting performance in Q4.”

This is outrageous, folks! A $30,000 a day fine for TransPerfect CEO Philip Shawe imposed by Delaware Chancery Court’s Chancellor Andre Bouchard. Look how badly it seems they want to hide these bills! They’re willing to try to override the Nevada court, where this first started. They are willing to throw away a contract that says TransPerfect gets to see the bills and pretend the contract doesn’t exist. And they’re willing to go for “Contempt”charges, which is nearly unheard of! See the New York Law Journal story below for the sordid details.

What is Skadden and Andre Bouchard so desperately hiding? As I see it, we already know they didn’t do the work, which we heard from the testimony from TransPerfect CFO and employees. Are they really that desperate to hide the truth from the public? I’ve never seen such blatant circling of the wagons!

Bouchard and the Delaware Bar Association are in my opinion doing the dirty work for Skadden Arps. The sad truth is that the truth will probably never come out. In Bouchard’s court, protection will set you free, but apparently not the truth. It isn’t so bad if you’re the one being protected, is it?! If you’re not among the protected, you’re done for, apparently? The blatant bias and appearances of impropriety are astonishing in this ongoing, legal saga.

I think this is outrageous! Do you?! Let me know your thoughts.

Scroll down for the story…

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Shawe, TransPerfect Hit With Sanctions by Del. Chancellor Over Custodian Billing Dispute

Thursday’s ruling was the latest turn in Philip Shawe’s long-running feud with the Chancery Court and its appointed custodian, even after he secured full control of TransPerfect in a 2018 court-ordered auction.

 By Tom McParland | October 17, 2019

Chancellor Andre Bouchard on Thursday held Philip Shawe and TransPerfect Global Inc. in contempt for refusing to pay the bills of the court-appointed custodian charged with overseeing the company’s forced sale in 2015.

In a 37-page memorandum opinion

(https://courts.delaware.gov/Opinions/Download.aspx?id=296570)

Bouchard said Shawe and his profitable New York-based translation-services company “intentionally and willfully” violated court orders and sought to use a Nevada lawsuit to undermine the Chancery Court’s exclusive jurisdiction over the years-long dispute.

Bouchard’s ruling required TransPerfect to pay all of custodian Robert Pincus’ fees and expenses, and ordered the New York-based firm to pay a $30,000-per-day fine if it does not dismiss the Nevada suit by Oct. 21. If the case remained pending as of Oct. 31, Bouchard said he would consider ratcheting the sanctions even higher.

“Awarding this sanction is particularly appropriate given the intentional and willful nature of the contempt violation, including respondents’ insistence on pressing its prosecution of the Nevada action in the face of the contempt proceedings,” he said. Thursday’s ruling was the latest turn in Shawe’s long-running feud with the Chancery Court and its appointed custodian, even after he secured full control of TransPerfect in a 2018 court-ordered auction. Shawe has been fiercely critical of Bouchard’s

handling of the case and has publicly advocated for increased transparency on the Chancery Court.

Last month, a TransPerfect-linked group ran an ad targeted at Delaware viewers of CNN calling out Bouchard’s wealth and connections in a pressure campaign aimed at keeping him from being nominated to an opening on the state Supreme Court. A spokesman for Shawe has denied any involvement, and the group’s leader said it had taken no money or direction from Shawe.

The latest legal spat centered on bills Pincus submitted for some expenses he incurred following the sale, including costs related to two related lawsuits in New York state and federal court.

Shawe refused to pay, saying that it should be able to access itemized expenses detailing the charges. In August, the company sued in its new home state of Nevada for a declaration that it is under no obligation to indemnify Pincus for his role as a former tie-breaking director of TransPerfect.

Pincus, for his part, called the suit a “vexatious” attempt to justify Shawe’s “flagrant violation” of the Chancery Court’s previous orders, and asked Bouchard to hold Shawe and TransPerfect in contempt by assessing “meaningful” monetary sanctions, as well as an anti-suit injunction to protect the Delaware court’s jurisdiction.

Both sides argued the motion Oct. 10 in a hearing that stretched on for

approximately three hours.

Bouchard said Thursday that the Nevada complaint misrepresented Pincus’ role as a former director, rather than a custodian overseeing the company’s sale.

“Putting aside that this distinction is legally irrelevant to the applicability of the indemnification and compensation provisions in this court’s orders,there is strong evidence … that respondents knew they were concocting a false narrative in portraying the custodian’s role in this manner,” Bouchard wrote.

“Respondents did so in an apparent attempt to circumvent the exclusive jurisdiction provision in the final order … by suggesting that the indemnification provisions in this court’s orders would not apply to the custodian’s service as a director,” the ruling said.

Bouchard said the company and its attorneys then “doubled down” by continuing to press the lawsuit in the face of the contempt motion in Delaware.

Skadden, which represents Pincus, said Shawe and TransPerfect had been “rightly sanctioned” for pursuing “meritless claims” in Nevada.

“Once again, Shawe’s attempt to ’cause pain’ to others through frivolous litigation has backfired against himself and TransPerfect,” the firm said in a statement.

Martin Russo, an attorney for Shawe, meanwhile, slammed the ruling as “devoid of merit.”

“Today’s decision is weak on the law and avoided the pink elephant in the room —Pincus’ steadfast refusal to show the company why it is being billed tens of thousands of dollars with the promise of higher amounts in the future,” he said in a statement.

 “The chancellor’s decision today was activism intended to arrive at a conclusion which is not borne out in his orders or the documentation—that is, [that] he now says everything Pincus did as a director was also done as a custodian,” Russo said, promising that “strong appeals will be forthcoming.”

A spokesman for Shawe did not say when or if TransPerfect would begin paying the fines or whether it planned to have the Nevada suit dismissed by Monday’s deadline.

EXTREMELY IMPORTANT REVELATION FOLKS

Look folks, I would like to think that I am the first one who contemplated what I see as the lawfirm of Skadden Arps’ inappropriate influence in the Delaware courts, but in fact I’m 20-plus years late! If my thinking is accurate, it is my opinion that Bouchard must be a bit arrogant to be so obvious in his actions, but these “Good Ole Boys” might have been pulling the wool over the Delaware shareholders and citizens for a very long time. Everyone, please read carefully this old article below and see if you see the same parallels I do in regard to the present day situation with the Skadden cohorts — Bouchard, Strine, Pincus, and Voss, seemingly and apparently representing the current situation in Delaware and in the Chancery Court system. Folks, perceived Delaware Chancery Court corruption is what the New York Times was writing about in 1995! In all my time researching Bouchard’s behavior and methods, from when he first got my attention in regard to the Register of Wills office, I had never come across this amazing article. Being the curious dude I am, I picked the brain of a SEO professional I know, and guess what? His guess is someone is paying a pretty penny to bury this horrific press from the public — and has been successful — until now! Some establishment folks in the legal profession may call this a stretch, however all things considered, things have been the same, in my educated opinion, since 1995 with Delaware still having an incestuous judicial system that is well protected politically. Expect a ruling coming against TransPerfect employees for Skadden — 20 years in the making! Read this story from the New York Times from May 23, 1995! And please tell me your thoughts! In my view, nothing has changed!  

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Top Business Court Under Fire; Critics Say Politics Is Hurting Delaware Judiciary

By Diana B. Henriques May 23, 1995 The Delaware judicial system, chief arbiter of right and wrong in corporate America, is on trial. Critics say a single national law firm — Skadden, Arps, Slate, Meagher & Flom — appears to have influenced the makeup of the Delaware Supreme Court, the judicial body that has dominated corporate case law in America for the last century and that wrote the rulebook for the 1980’s takeover binge. A Skadden partner played a role in advising Gov. Thomas R. Carper, a Democrat, to remove a Supreme Court judge who had ruled against one of the firm’s clients, the New York financier Ronald O. Perelman. Moreover, several current and former members of the firm have close ties with the Governor or are serving in his administration. Governor Carper’s critics fear that Skadden’s prominence in Delaware politics will erode the judiciary’s reputation and lessen its sway over corporate governance in the United States. A lot is at stake. Almost half of the Fortune 1000 companies are registered in Delaware. They, and everyone who buys them or sues them or manages them, are subject to Delaware law as interpreted by the state’s business-law tribunal, the Court of Chancery, and its overseer, the state’s Supreme Court. It was the Supreme Court whose rulings pushed Paramount out of the bidding for Time Inc. in 1989 and paved the way for the Time Warner merger, for example. And Delaware judges presided over the $25 billion RJR Nabisco buyout in 1988. Today, one year after Justice Andrew G. T. Moore 2d was ousted from it, the same Supreme Court will review the lawsuit that some critics have linked to the controversy: Cinerama v. Technicolor. It pits Michael Forman, the movie-theater baron from Los Angeles, against Mr. Perelman, whose fortune and reputation were built on his acquisition of Technicolor more than a decade ago. Legal scholars and corporate lawyers will be watching closely as the court once again reviews a lower court ruling favorable to Mr. Perelman. Mr. Moore, before his departure from the bench, had twice joined in unanimous decisions that sternly reversed trial court decisions favorable to Mr. Perelman, Skadden’s client. Recently, Mr. Moore ended a yearlong silence to declare his view that his departure was politically inspired. “The citizens of Delaware and the corporate community should have grave concern about the circumstances that prevailed in the selection of state judges,” he said in an interview. “If the process was designed to insulate the courts from political influence, unfortunately, it does not appear to have done so.” Many others agree. Indeed, Governor Carper’s action has split the Delaware bar, outraged legal scholars and even drawn fire from institutional investors. Sarah Teslik, executive director of the Council of Institutional Investors, called state senators last summer to protest the Governor’s action and told The National Law Journal: “The Governor thinks that if he makes Skadden happy he makes C.E.O.’s and corporate America happy; he’s forgotten that corporate America has owners.” Supporters of Governor Carper defend his decision, saying Mr. Moore was an unpopular and razor-tongued jurist who lacked the “temperament” to serve on the high court. Besides, they note, Mr. Carper had pledged to appoint more women to the state’s courts, and the woman who replaced Mr. Moore is the first to serve on the state’s top court. Even so, the Governor’s failure to reappoint Mr. Moore to a second 12-year term broke sharply with a tradition stretching back more than half a century of letting well-regarded judges stay on the bench for as long as they pleased. Joseph Flom, a senior partner at Skadden in New York, said he was stunned when the “extremely competent” Mr. Moore was not reappointed. He denied his firm had played any improper role in Mr. Moore’s exit, and insisted Skadden sought no political influence over other court appointments in Delaware. “That suggestion boggles my mind,” Mr. Flom said. “These conspiracy theories just don’t stand the light of day.” But even Mr. Flom agreed that Delaware judges today probably view their future with less certainty. “The Governor has made them feel less secure that they will be reappointed, a little more edgy,” he said. “Is that good or bad? I don’t have a clue.” It is perhaps understandable that Skadden’s name and the Technicolor case have been invoked by Mr. Moore’s angry defenders. Rodman Ward Jr., a Skadden partner who has represented Mr. Perelman in the Technicolor case for a decade, was an influential member of a state panel that declined to recommend Mr. Moore to the Governor for reappointment. Richard G. Elliott Jr., a partner in another Wilmington firm that is representing Technicolor in the case, was also on the nine-member panel. Even more troubling to some in Delaware’s legal community, the panel reportedly recommended only one candidate, Carolyn Berger, to replace Mr. Moore, rather than following the usual practice of putting forth a slate of candidates. Ms. Berger could not take part in today’s Technicolor hearing. The reason: She used to work at Skadden. Mr. Ward and Mr. Elliott both denied that Mr. Moore’s past decisions had any influence on the panel’s deliberations. They said they saw no reason to abstain from reviewing Mr. Moore simply because he had joined in rulings unfavorable to their firms. There are other ties between Skadden and the Carper admininstration. A former Skadden associate, Leo Strine Jr., is the Governor’s chief counsel. And a Skadden partner, Steven J. Rothschild, was a key county finance chairman for Governor Carper, and is a friend of Judge Berger and her husband, Fred Silverman, who has also been named to a judgeship by Governor Carper. William Prickett, an influential third-generation Delaware lawyer, has warned the Governor that “the perception is widely held that the important function of nominating judicial officers for the Supreme Court of Delaware has been subverted to achieve your political ends.” A senior aide to Mr. Forman, the plaintiff in the lawsuit against Technicolor, said he believed the reputation of the Delaware court system had already been compromised. “Look at the power!” said James Cotter, Mr. Forman’s partner and head of his financial interests. “If you live in that close-knit, insular environment, and you see a Supreme Court judge get defrocked — and there’s no gross impropriety involved at all — the message is clear: ‘Hey, watch out! You be nice to Skadden, Arps.’ It is enough for me to try to avoid the jurisdiction if I can. “Mr. Flom said it was “nonsensical” to link Mr. Moore’s departure and Skadden’s role in the Technicolor case. But there is one other small link between Governor Carper and the personnel in the Technicolor case: Mr. Carper’s 1992 campaign got $1,200, the maximum allowable gift, from Mr. Perelman’s Revlon Corporation. According to state records, Revlon had never before contributed to a Delaware gubernatorial campaign. Revlon was hardly alone. Ever since the merger mania of the 1980’s, money has been flooding into Delaware electoral politics — notably from the financial centers of New York and Philadelphia. Contributors to the winning election campaigns of Mike Castle, a Republican, in 1984 and 1988, and to Mr. Carper in 1992, read like a Who’s Who of Wall Street. Mr. Carper raised a record $1.2 million, nearly double his predecessor’s war chest. And at the center of his fund-raising effort was Mr. Rothschild of Skadden’s office in Wilmington, which also provided legal advice to the campaign. At least one other Skadden partner was a substantial contributor, as well. Although Mr. Flom called Skadden “completely bipartisan,” no local Skadden partner reported making a donation to Mr. Carper’s opponent. Scholars specializing in campaign finance say the importance of the Delaware courts in the 1980’s takeover battles provides the most plausible explanation for the tide of out-of-state gifts. “The stakes were very high, and the Governor is obviously very central in the picking of the judges,” said Frank Sorauf, a University of Minnesota professor. Before getting reappointed, though, an incumbent judge must be recommended by the nine-member judicial nominating commission appointed by the governor. This little-noticed commission was first set up under an executive order signed in 1977 by Gov. Pete Du Pont to insure that merit, not politics, guided judicial appointments. It consists of five lawyers, including Skadden’s Mr. Ward, and four non-lawyers, and it is headed by James H. Gilliam Jr., the chairman of the Beneficial Corporation and a longtime supporter of Mr. Carper. In renewing the commission’s mandate in 1993, Governor Carper directed it to submit at least three names for each opening unless there were too few “appropriate” candidates or “more than one office to be filled.” If the committee did not nominate an incumbent who sought reappointment, the governor could demand a supplementary list “of not less than three additional qualified persons.” The current panel did not renominate Mr. Moore and did not submit any candidates except Judge Berger. Nevertheless, Mr. Carper endorsed the commission’s decision and appointed Judge Berger, who was confirmed by the State Senate after sharp questioning about how she came to be considered. Although Judge Berger does not have Mr. Moore’s national reputation, she is considered well qualified. But even some of her supporters are concerned about whether the nominating panel’s standards are clear and its procedures are fair. But Mr. Gilliam, the commission chairman, said the commission did its “difficult and painful” work with complete integrity. “The members were aware of their responsibilities and discharged them as mandated by the applicable executive order and the rules of the commission,” he said. “I stand on that.” He added, “Under no circumstances have I seen any indication that anyone has pursued any course of action to further personal interests.” For corporate America, the next major test for this nominating procedure may well come when Chancellor William T. Allen’s term expires in two years. Mr. Flom of Skadden deemed it highly unlikely that Governor Carper, if re-elected next year, would deny Chancellor Allen a new term. “People would be shocked,” Mr. Flom said. “Bill Allen is an extremely competent judge.” But then, he conceded after a moment, so was former Justice Andrew Moore. Correction: May 29, 1995 An article in Business Day on Tuesday about criticisms that a single law firm has influenced the Delaware judicial system misstated the corporate position of James H. Gilliam Jr., chairman of the Delaware Governor’s judicial nominating commission. He is executive vice president and general counsel of the Beneficial Corporation, not the company’s chairman. About the Archive This is a digitized version of an article from The Times’s print archive, before the start of online publication in 1996. To preserve these articles as they originally appeared, The Times does not alter, edit or update them.OPINION Dear friends, We’ll keep this one short folks, the TransPerfect “Contempt” hearing will go on tomorrow — as the Chancellor sided with Skadden in denying a request by TransPerfect CEO Philip Shawe to back the hearing up a few days, due to the Yom Kippur Jewish holiday. Alan Dershowitz, Shawe’s attorney who will be arguing in the Chancery Court tomorrow is Jewish — the Delaware “Good Old Boy’s Club” is not. See the story below for news on Dershowitz representing Transperfect. I’m admittedly, a crusty old white guy, and I have my associated faults, but in this day and age, this is a bad look for Delaware that the Chancery Court hearing was not postponed after a request was made of the court. And I do believe it is odd that in these times, our highest court has never had an African American person, never had a Latino, never had an Asian, and just never had any minority whatsoever. Those are my thoughts, please share yours. Sincerely yours, JUDSON Bennett, Coastal Network https://delawarebusinessnow.com/2019/10/alan-dershowitz-joins-legal-team-in-transperfect-billing-battle/

Alan Dershowitz rejoins legal team in TransPerfect billing battle

By Delaware Business Now October 9, 2019 High profile attorney Alan Dershowitz is back in the long-running TransPerfect legal battle. Dershowitz is now part of a team that is dealing with actions in Nevada and Delaware Chancery Court. Shawe’s Jewish attorneys, Dershowitz, David Finger and Jeremy Eicher, requested that the Chancery adjourn the October 10th date due to Yom Kippur. They claim, the date led to a lack of time to prepare and asked for the hearing to be held next week. Chancellor Andre Bouchard denied the request unless Shawe met corporate law firm Skadden Arps’ demands to adjourn the Nevada lawsuit. That move that would put the action beyond Bouchard’s hearing and would have cleared the way for the adjournment. Dershowitz, best known for his work in the O.J Simpson trial, was an attorney in the original battle over the sale of TransPerfect in representing co-owner Phil Shawe. The Nevada venue is involved because Shawe shifted TransPerfect’s state of incorporation from Delaware to the Silver State. In the latest case, TransPerfect claims that the law firm Skadden Arps and custodian Robert Pincus did not adhere to a 2015 agreement that calls for itemized invoices. The suit in Nevada demands that Pincus identify the reasons for billing TransPerfect since the sale of the company became final last year. Pincus served as custodian during the sale process and clashed with Shawe. The fees arose from a Chancery Case that led to the sale of Elizabeth Elting’s 50 percent share of the company to Shawe after the 50-50 owners could no longer jointly run the New York City translation services company. Shawe made the following comment on Bouchard’s decision on not postponing the hearing. “This is why Delaware needs a diverse court.” Shawe and a group known as Citizens for a Pro-Business Delaware, are seeking reforms to Chancery Court, the nation’s leading business court, while continuing to attack Bouchard through an advertising and public relations effort. The marketing and PR work has come under attack from Delaware’s corporate legal community. Last week, the Delaware State Bar Association held a press conference, with its executive director, flanked, by retired judges and other lawyers, attacking Shawe’s actions. Bar President William Brady defended Bouchard, who cannot publicly comment on the case under judicial rules. Brady went on to claim that Shawe is waging a campaign to smear Bouchard and Chancery under the guise of legal reform.

OPINION Dear friends, I’ll get right to it, folks. We’re hearing from the Chief Financial Officer at TransPerfect for the first time and he’s coming out throwing punches. CFO Stephen Tondera says “it was not uncommon” for the Delaware Chancery Court court-appointed custodian in the TransPerfect case to “bill for work never performed.” He’s talking about Robert Pincus of Skadden Arps, pal of Chancery Court Chancellor Andre Bouchard, who appointed Pincus. More from Tondera: One consultant from Alvarez & Marsal “would often sleep in his office and bill the time” … “at rates as high as $950 an hour”! What a racket, folks!! And you wonder why Delaware’s reputation has suffered under the reign of Bouchard?! This is irresponsible leadership, with Bouchard at the top of his Chancery Court! The CFO filed an affidavit to oppose the current “Contempt” case. I’ve cut and pasted the “guts” of the affidavit below. I was able to get a copy of the affidavit from one of my sources at the company who was kind enough to share it to help with my reporting on this ongoing saga. All of this underlines why court-ordered bills should NOT be unseen by even the company paying the bills!! Another highlight/lowlight from the affidavit: Pincus “hired a temporary Chief Technology Officer for a no-show job at $1.2 million annually.” Such waste, such abuse of power, such corruption in my keen view, folks! And let us not forget Pincus’ “exorbitant hourly rate of $1425 an hour to act as a custodian.” Please scroll down for the affidavit below for more details and do not hesitate to contact your Delaware legislator and demand Chancery Court accountability! Sincerely yours, JUDSON Bennett, Coastal Network Here is the CFO’s Affidavit. I edited out some of the legal mumbo-jumbo at the top and bottom:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

AFFIDAVIT OF STEVE TONDERA IN OPPOSITION TO THE

CUSTODIAN’S MOTION FOR AN ORDER TO SHOW CAUSE

WHY TRANSPERFECT GLOBAL, INC. AND PHILIP R.

SHAWE SHOULD NOT BE HELD IN CONTEMPT

STATE OF NEW YORK

SS: COUNTY  OF NEW YORK

STEVE TONDERA, being duly sworn according to law, deposes and says:

1. I am the Chief Financial Officer (“CFO”)  of TransPerfect  Global, Inc. (“TPG” or the “Company”) and have served in this role for nearly thirteen years. I respectfully submit this Affidavit in opposition to Robert B. Pincus’ motion for an order to show cause why TPG and Philip R. Shawe should not be held in contempt (the “Motion”).

2. As the Company’s CFO, I am intimately involved with the day-to- day operations of TPG and was similarly involved during the period of the court­-ordered custodianship. Except for statements made upon information and belief the statements herein are based on my personal knowledge and I can testify competently thereto. With respect to those statements made upon information and belief, I have a good faith basis and believe them to be true.

3. The Company has a good faith basis to review Mr. Pincus’ bills. It was not uncommon for the Custodian to permit his agents to bill for work never performed. While Mr. Pincus sat in Delaware, his consultants from Alvarez & Marsal in New York were billing at rates as high as $950 per hour. One of those agents, Robert Herskovitz, would often sleep in his  office and bill the time. When TransPerfect employees complained to Mr. Pincus, he  had  the video cameras removed from the hallway and blinds installed so that employees could not see and report the billing fraud.

4. Mr. Pincus was also cavalier with the Company’s money, overspending in obvious ways. By way of example, he hired Joel Mostrom of Alvarez & Marsal from South Carolina at $850 an hour and unnecessarily put him up in a hotel and paid for his meals and local travel on a weekly basis for years even though there were numerous other equally qualified and less expensive persons who resided in New York. This extravagance added significantly to the cost of the custodianship. Similarly, he hired a temporary Chief Technology Officer for a no-show job at $1.2 million annually. Likewise, he hired away (but charged TransPerfect) Thomas Pennell for $50,000 monthly to help sell the Company when Mr. Pennell was already working for the Company for $25,000 monthly. He also spent tens of thousands of dollars of the Company’s money to have his “team” evaluate the merits of signing a $2,300 per month office lease. Each of these items demonstrate waste of corporate assets without accountability.

5. Notably, while Mr. Pincus splurged on anything to promote his own interests (and those of his law firm or his consultants), he detrimentally cut back healthcare benefits for lower earners at the Company. I am informed and  believe that when Mr. Pincus’ actions were challenged in comparison  to  the  greater benefits received by Skadden employees, he expressed, in words or substance, “maybe those people do not deserve the same healthcare.”

6. Mr. Pincus’ claim that the $7 million sanctions  award  should be relied upon  to show  the gravity of Mr. Shawe’s  alleged  misconduct  is misplaced. I am informed and believe that when negotiating the sale of TransPerfect to Mr. Shawe, Mr. Pincus admitted both that (i) the sanctions decision was not equitable because the conduct “was not harmful” and (ii) that Chancellor Bouchard “went overboard.’ On  that  basis, I am  informed and believe  that  Mr. Pincus  gave Mr. Shawe a $5 million enterprise value discount on the auction  sale price  but stated, in words or substance, “if you ever tell anyone I will deny it.”

7. Mr. Pincus also has a history of making TransPerfect pay law firms to advance his personal interests, even when they are not in the best interest of the Company. He hired the finn of Ross Aronson to oppose Ms. Shirley Shawe’s motion seeking his bills and directed them to take the position that TransPerfect would not benefit from reviewing the billing and having an opportunity to challenge fees. That position was ridiculous but allowed Mr. Pincus  to again elude a review of his billing. I am informed and believe  that no attorney from Ross Aronson consulted with the un-conflicted management of the company or the general counsel to authorize that position.

8. Finally, the motion for contempt and an anti-suit injunction is directly out of Mr. Pincus’ litigation playbook. When the impropriety of his behavior is made public, Pincus reacts by having Skadden scorch the earth with litigation. For example, when his exorbitant hourly rate of $1425 to act as custodian was exposed by the Citizens for Pro Business Delaware, Mr. Pincus  spent many tens of thousands of dollars of the Company’s money for Skadden to file and litigate motions in Delaware and a lawsuit in New York to discover the “leak.” In addition, he had  his lawyers (on the Companys tab) conduct a  witch­ hunt within the Company – seizing computers, interrogating employees, scouring employee emails, demanding access to employees’ personal devices  and threatening termination of employment in an effort to  silence  the  Citizens. Among the search terms targeted by Pincus and Skadden was “free speech” which is a concept he and his lawyers do not embrace.

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STEVE TONDERA

OPINION Dear friends, Just when you think you’d seen it all! The Chancellor won’t answer allegations against him, because he legally can’t at this point — but, in my view, seemingly uses “The Delaware Bar Association” to talk for him at a press conference, citing Ethics Rules. What baloney, in my educated opinion! If Ethics Rules truly prevent him from answering the charges against him, they would certainly prevent him from using his friends at the Delaware Bar Association to make statements as an open proxy for him? Regardless, we all have our 1st amendment rights and the right to openly express our opinions. I watched the press conference video (I appreciated the Bar’s permission to attend, however, I was unable to) and while Bar Association’s President, Bill Brady talked about the Citizen’s group being a “fraud,” there are many concerned Delaware citizens wanting transparency and modernization in Delaware’s Chancery Court. He did not address those concerns. He said the Citizen’s ‘call for diversity” was “disingenuous” but said nothing to address what many consider to be a very real problem in the Delaware court system. If I had been there, I would have asked some questions that bother me and many of my readers: 1) What about that Delaware Supreme Court Justice Karen Valihura gave a strong, logical, dissenting opinion, calling Bouchard’s rulings “Too far too fast” and comparing the decision to forcibly sell Shawe’s private property stock to a “Takings” (“Takings” Clause of the 5th Amendment) illegal under the U.S. Constitution and Delaware Law? 2) What about the various conflicts of interest with Bouchard and the people he employed — former business partners, and friends. What about public appearances with the Plaintiff, Elizabeth Elting’s attorney, Kevin Shannon, during the decision making phase of this litigation in New Orleans at a Boondoggle event? 3) What about the unitemized billings, all approved by Bouchard, coming from former business partner Robert Pincus in his capacity as the appointed Custodian? Yet the company is not allowed to see the bills?? The rubs here are the appearances of impropriety that the people of Delaware deserve to have addressed. The Bar Association has exercised its 1st Amendment rights, and so have “Citizens for Pro Business Delaware”. Regardless, if this wasn’t enough drama, Bouchard, apparently can make his statement not only through the Delaware Bar Association on his behalf, but through using his power in the Court Room. The latest is Bouchard is using tax-payer resources to have a “Contempt” Hearing against TransPerfect on October 10th. Why? I say I believe that it’s to get his Skadden Arps buddies paid more and more from TransPerfect. Crazy times folks! What’s your view? Please read the WDEL article below by Mike Phillips. Your feedback is always welcome. Sincerely Yours, JUDSON Bennet, Coastal Network https://www.wdel.com/news/fallout-from-transperfect-legal-case-continues/article_4affe084-e525-11e9-bfb8-bf4509d6b31f.html

Fallout from TransPerfect legal case continues

Mike Phillips Published Oct 2, 2019 at 10:59 am | Updated Oct 2, 2019 at 11:54 am Members of the Delaware State Bar Association, including current and former members of the judiciary, attend news conference in support of Chancellor Andre Bouchard. Members of the Delaware State Bar Association (DSBA) are showing support for the state’s Chancery Court and, in particular, Chancellor Andre Bouchard. Bouchard has been the target of an ad campaign by the organization Citizens for a Pro Business Delaware which has questioned the Delaware courts’ transparency and diversity. The DSBA held a news conference on Tuesday, October 1, 2019, to fire back. “We’re trying to set the record straight so that people will have confidence in our courts,” said DSBA President Bill Brady. Brady said the group behind the ad is nothing more than a front for TransPerfect CEO Philip Shawe. “He has an almost unlimited amount of resources at his disposal and he has used that to fund a false and misleading smear campaign against the Court and Chancellor.” Bouchard oversaw the TransPerfect case which led to the company’s sale, but through which Shawe ended up owning the company outright. “We believe that all that’s left is Mr. Shawe’s dissatisfaction with the Chancellor’s decision and with the Chancellor himself,” said Brady. Citizens for a Pro Business Delaware Campaign Manager Chris Coffey said it’s the DSBA that has failed to respond to his group’s criticism about the courts. Coffey said their concerns include not using a random selection process for judges on cases known as wheel spin; no audio or video recording in the Chancery Court; and, the itemizing of invoices by court custodians. “If Delaware doesn’t get ahead of some of this stuff, they will lose out on very important revenue that pays for their cops, their teachers, their firefighters, their roads.” Bouchard has been mentioned as a candidate to replace retiring state Supreme Court Chief Justice Leo Strine. Coffey said Bouchard is not what the courts need. “Another very, very, very, wealthy, rich white guy to be Chief Justice at a time where Delaware has made strides on transparency, we just don’t think he’s the right person for the job,” said Coffey. “The groups’ recent call for diversity on the court is disingenuous,” said Brady, “and a last gasp effort to legitimize its agenda and methods.” Strine announced earlier this year he was going to retire from the bench after his successor was named and confirmed.