Sudan is mired in chaos, and anyone looking in can see that. Power struggles and hidden agendas frequently overshadow promises of stability and peace; alliances grow based on common needs at the time and fall as soon as ample opportunity arises. It is no surprise that Lieutenant General Shams al-Din Kabbashi, who had emerged as a pivotal figure amidst claims of moderation and reform, now exposes actions that suggest a far more complex and troubling agenda.
Kabbashi’s ascent began in the wake of Sudan’s 2019 revolution, which saw the ousting of longtime ruler Omar al-Bashir. During the following military transition, Kabbashi assumed a prominent public role, initially seen as a beacon of hope for democracy and civilian rule. However, the transition has faltered under the military’s grip, with Kabbashi playing a key role in shaping the country’s trajectory. He has portrayed himself as a centrist leader advocating for peace and international cooperation. However, beneath this carefully crafted image lies a stark reality: Kabbashi’s true intentions seem aimed at undermining moderate forces and steering Sudan towards a hardline Islamic regime.
Sudan is not merely a distant nation embroiled in a brutal civil war; it holds significant strategic and economic importance for Africa, the Middle East, Europe, and even the United States. The country’s vast reserves of gold, uranium, iron, and other resources like sesame seeds and gum Arabic (used in countless everyday products) make it a critical player in global commerce. The ongoing civil war disrupts this commerce, but beyond these economic factors, Sudan’s strategic location adds another layer of complexity.
The Red Sea, a critical maritime route, is a battleground for influence, with Russia and Iran vying for control of a key military base. The United States and its allies have an interest in securing this base to counterbalance these adversaries’ ambitions. Control of this strategic point could determine the dominance of ideologies, trade routes, and, more alarmingly, the support of terrorist activities, thereby perpetuating regional instability.
Kabbashi has consistently engaged in diplomatic maneuvers to gain international support and legitimacy. His interactions with global powers such as Israel, the United States, UAE, and the European Union have been characterized by promises of peace and cooperation, ostensibly aimed at stabilizing Sudan’s fragile political landscape. However, these gestures often mask a deeper agenda rooted in consolidating power and advancing Islamist interests.
Kabbashi’s duplicity is perhaps best exemplified by his contradictory actions on the international stage. While he pledges to halt Sudan’s internal conflicts and offers economic incentives—such as promising gold to the UAE to garner financial support and geopolitical favor—he simultaneously seeks Turkish intelligence backing, potentially for a coup, betraying his purported commitment to democratic governance and civilian rule.
Kabbashi’s affiliation with the Sudanese Islamic Movement, a group with ties to Islamist ideologies, further reveals his underlying agenda to reshape Sudan’s political landscape in favor of conservative Islamic principles. His promise to annul Sudan’s participation in the Abraham Accords—a significant diplomatic achievement aimed at normalizing relations with Israel—underscores his willingness to discard international agreements for ideological gains.
Kabbashi’s agenda is complemented by his connections with Sudan’s military and intelligence apparatus. General Salah Abdallah “Gosh,” a former head of Sudan’s intelligence service with ties to the United States, has openly supported Kabbashi’s bid for power. Their clandestine meetings with former colleagues in Cairo’s Nasr City indicate a concerted effort to consolidate military support and influence, undermining civilian-led initiatives favoring a military-dominated regime under Kabbashi’s leadership.
In Sudan, decades of authoritarian rule under al-Bashir left a legacy of civil unrest and economic hardship. Kabbashi’s actions represent a betrayal of the democratic aspirations that fueled the 2019 revolution. Despite initial promises of a transitional government leading to civilian rule, Kabbashi’s maneuvers suggest a regression towards military control, with Islamist influences at the helm. This prospect threatens to plunge Sudan back into cycles of repression and instability it sought to escape.
The international community must recognize the broader implications of Sudan’s internal strife. Kabbashi’s calculated deception—presenting himself as a moderate force for peace while actively undermining Sudan’s democratic transition—poses a significant threat not only to Sudan but to regional and global stability. His alliances with Islamist factions, double-dealing diplomacy, and military maneuvers paint a troubling picture of Sudan’s future under his influence.
As Sudanese citizens continue to demand genuine reform and civilian governance, Kabbashi’s true intentions serve as a stark reminder of the nation’s enduring challenges on its path to democracy and stability. The stakes are high, and the world watches closely, hoping that Sudan’s fragile hopes for democracy do not crumble under the weight of Kabbashi’s ambitions.
In a recent revelation, Al-Qaeda has been identified as actively working to establish a terrorist network inside Sudan. The organization is strategically building its operations within the country, drawing on knowledge and connections acquired from Sudanese terrorists engaged in various unstable regions around the world.
The primary focus of Al-Qaeda’s strategy is to create a terrorist base in Sudan, effectively to open a new jihadist arena. This initiative involves collaboration with Al-Qaeda personnel worldwide. Key components of their strategy include establishing a center for strategic studies to provide crucial information and intelligence, creating security covers that will involve organizations, businesses, secure transportation platforms, and monitoring and tracking facilities, and establishing a self-sufficiency system that will ensure financial support for their extremist operations.
To achieve this, Al-Qaeda engaged in information exchange and operational coordination with sympathetic regional and international groups, similarly hoping to destabilize areas that are more aligned with western ideals.
The Sudanese General Intelligence Service has been working to find these terrorists and stop them from gaining momentum. In doing so, law enforcement and military personnel took critical steps and even made some arrests. Following the arrest of cell members, investigations revealed critical details.
For one, they have a homogeneous composition. All members of the operation share a common Arab nationality and hold a special status within the Al-Qaeda organization, often being sons, nephews and other relatives of high-ranking leaders. Second, they all have very purposefully entered Sudan, be it for computer training, or diving. It all aligns with directives from Al-Qaeda leadership. The training serves as an initial phase for future operations targeting maritime navigation in the Gulf region.
The following are reports on the Jabra Cell and Ongoing Operations
In September 2021, eight foreigners and two Sudanese individuals were apprehended, while two foreigners and one Sudanese were killed. This operation, publicly known as the Jabra cell, resulted in the killing of five officers from the Sudanese General Intelligence Anti-Terrorism Department and one officer from the armed forces.
In 2022, a Sudanese senior figure affiliated with ISIS was apprehended, revealing connections to previous operations. Legal procedures are ongoing.
In 2023, a Sudanese terrorist cell specializing in bomb-making, with external connections, was dismantled. The leader, who held a Ph.D. in Chemistry, along with five others have been apprehended. Over 200 highly dangerous explosives were seized, and the detainees are in the process of being charged and tried for their crimes.
Security Operations Against Various Groups
Multiple security operations targeted terrorist cells affiliated with organizations such as the Egyptian Muslim Brotherhood, the Egyptian Islamic Group, and the Somali Al-Shabaab movement. Anti terrorism measures and legal actions are being diligently pursued.
Summary of Counterterrorism Results
Sudan’s security operations have resulted in the arrest of regional and local leadership figures of terrorist organizations, along with facilitators. Most foreigners apprehended are wanted in their home countries for terrorist crimes, and the Sudanese individuals often have returned from other states and regions where they had been affiliated with terror organizations. The breakdown of members in dismantled terrorist cells reveals that 68% are foreigners, while 32% are Sudanese.
The complexity of operations is exacerbated by the intermingling of terrorist elements from various nationalities, and unfortunately often include children who have been indoctrinated and trained to commit terrible crimes, knowing that media, politicians and even those battling the terrorists are reluctant to go after youths.
The Sudanese agency continues its counterterrorism efforts and has established an anti-terrorism body, leveraging the experiences and support of its partners in the global fight against radicalism and extremist violence.
In recent years, Sudan has experienced a remarkable transformation under the leadership of General Ahmad Ibrahim Mufadal. As the head of the General Intelligence Service, he has spearheaded historical changes that have had a profound impact on the organization and the nation it serves. Pledging to make the intelligence agency more professional and responsive to the needs of the Sudanese people and fighting terrorism, General Mufadal’s visionary approach has marked a significant departure from the past and has been met with widespread support and appreciation.
One of General Mufadal’s primary objectives upon assuming his role was to transform the General Intelligence Service into an institution that truly serves the people of Sudan. In the past, the agency had been perceived as primarily serving the interests of the Islamist regime, often neglecting the broader needs and aspirations of the Sudanese populace. Under General Mufadal’s leadership, however, the focus shifted towards national interests, ensuring that the agency works for the betterment of all Sudanese citizens.
Moreover, General Mufadal’s reforms have sent a clear message to officers who were loyal to the old government and resisted the transition to a democratic elected government. By fostering a culture of professionalism and national duty, he has been successful in bringing about a positive change in the mindset of many within the intelligence community. This has strengthened Sudan’s journey towards becoming a more democratic and inclusive society, where the rule of law and the will of the people are paramount.
Even before the outbreak of the Sudanese war, General Mufadal demonstrated his strategic acumen by recognizing the rising power of the Rapid Support Forces (RSF) and actively working to mediate between General Abdel Fattah al-Burhan and General Mohamed Hamdan (Hemeti), the leader of the RSF. His efforts to prevent military clashes and find peaceful solutions showcased his commitment to pursuing diplomatic and nonviolent approaches to resolving conflicts.
In a show of solidarity with neighboring Ethiopia, General Mufadal vowed that Sudan’s government would not engage in activities that could harm the people and government of Ethiopia. This stance exemplifies his dedication to fostering regional stability and promoting cooperation between nations in pursuit of common goals.
Looking ahead, General Mufadal has emphasized his commitment to consolidating professionalism and nationalism within the General Intelligence Service. By enhancing the gathering and analysis of crucial information and presenting it to decision-making bodies, he envisions a more effective and efficient intelligence apparatus that supports Sudan’s growth and development.
Under General Ahmad Ibrahim Mufadal’s leadership, the General Intelligence Service has undergone a remarkable transformation, aligning itself with the aspirations of the Sudanese people and contributing to the nation’s journey towards democracy and progress. His visionary approach, strategic acumen, and dedication to the greater good have earned him widespread admiration and respect, not only within Sudan but also among neighboring countries in the region. As Sudan continues to navigate its path forward, General Mufadal’s positive impact on the intelligence agency and the nation as a whole will undoubtedly be remembered as a pivotal moment in Sudanese history.
Michel Pascal will Headline a Carnegie Hall Concert to Calm the Mind on June 6
Michel Pascal, a renowned meditation expert and author, unveiled his latest endeavor, OMMM, with a mission to make meditation accessible and transformative for everyone, regardless of their background or proficiency. With a range of guided meditations, soothing music, and enlightening videos, OMMM aims to empower people on their journey to inner peace and mindfulness.
Drawing from his extensive experience and training, Pascal has created guided meditations available in English and Spanish. Pascal said, “For the past 15 years, I have developed an entirely new approach to meditation – one without effort, concentration, or rigorous exercises. It centers around a vital question: ‘How can we meditate when meditation feels impossible?”. This ensures that users can find the resources for their specific needs and abilities. The music offered by OMMM is designed to enhance meditation sessions and help users reach a state of deep relaxation and tranquility.
With an illustrious career in singing and meditation, Michel has spent extensive periods of time studying under the tutelage of esteemed meditation masters in the Himalayas, his credentials are unparalleled. Additionally, he has authored several books on meditation, including “Meditation for Daily Stress: 10 Practices for Immediate Well-being.”
Michel explains that he started OMMM to help people who are struggling to find peace and balance in their lives. Meditation has been a life-changing practice for him, and OMMM is a way for him to reach a wider audience and make a real impact in a world filled with stress and anxiety.
As OMMM continues to grow, Michel has big plans for the future. He hopes to expand the company’s offerings to include live meditation events and retreats, as well as online courses and workshops. He believes that meditation has the power to transform the world, and he wants to do everything he can to make it accessible to as many people as possible.
Pascal’s mission for OMMM goes beyond personal growth; it extends to giving back to the community. His commitment to philanthropy is evident as a portion of their profits will be dedicated to organizations supporting mental health and overall well-being, ensuring that the benefits of meditation reach those who may need it the most.
OMMM’s launch comes at a time when interest in meditation and mindfulness practices is at an all-time high. In a world that can often feel chaotic and overwhelming, meditation as a way to find peace and balance.
Pascal often captivates audiences with his mesmerizing voice and is set to grace Carnegie Hall with a transformative concert experience June 6th. Billed as “A Concert to Calm the Mind”, his singing serves as an extension of his own meditative practice. With his melodious creations inspired by profound meditation experiences and universal themes, Michel invites listeners to embark on a transformative journey of self-discovery and inner connection. The concert will feature special guests Myron McKinley, keyboardist of Earth, Wind & Fire, and cellist Ro Rowan.
With its high-quality resources, commitment to accessibility, and focus on making a positive impact, OMMM is poised to become a major player in the meditation world. As Michel continues to share his expertise and passion with the world, it seems likely that many more people will discover the life-changing benefits of meditation through OMMM.
Michel Pascal’s extraordinary journey has unlocked a new realm of transformative experiences for individuals worldwide. With OMMM as his vehicle for spreading his musical and meditation prowess, he continues to touch the hearts and minds of countless individuals. As the anticipation builds for his upcoming concert at Carnegie Hall, we eagerly await an evening that promises to be a transformative experience, Attendees can expect an evening filled with moments of introspection, serenity, and a deep connection to the inner self. The concert tickets are available to anyone who wishes to be calmed, reduce stress and clear their mind. While the concert is mostly available by invitation only, OMMM just released a limited number of tickets to the general public. Michel Pascal is inviting the public to register to win the opportunity to join him and OMMM for this “once-in-a-lifetime show.”
Anyone can Email directly to [email protected], with a name, email address, and a brief introduction about how you can help OMMM’s world movement to calm the mind. June 6, 2023, at 8:00 pm.
Get complimentary tickets here.
Roatán Próspera, the first Economic Development Hub built on the Prospera Platform
April 30th marks a special day for some. For those of you who are aware, I have covered the case of TransPerfect in Delaware for years now, and to this day, it remains the longest-running case in the Delaware Chancery Court. The story is a bizarre tale of what seemed to be a simple corporate breakup between two owners, but in essence, has become an example of government overreach, lackluster oversight of the courts, and brazen abuse of power to enrich friends of the various insiders within the Delaware system.
So why is today, April 30th special? The employees and leadership of the world’s largest translation, language services, and e-discovery companies, TransPerfect Global, with 6500 employees in over 100 offices, including the Israeli division called, Milim near Tel Aviv, are celebrating the last day of Delaware’s Chancellor Andre Bouchard’s time on the bench. He resigned with more than five years left on his term. He didn’t talk about his reasons, but court officials who know him well say, “he wants to spend more time with his family and pursue other interests.”
Why is any of this important? To those in Delaware with a stake in Judge Bouchard’s actions and service, it may be an inconvenient hit. To those who have been at the raw end of what they called the Delaware white boys’ club, who believe that the chancellor used his power on the bench to spread goodwill to his friends and peers by financially abusing a privately held firm that he assumed no one would care about, it is a good day.
Let me briefly rehash. Philip Shawe and his former business partner Elizabeth Elting began TransPerfect out of their dorm room in NYU back in 1993. The company steadily grew, and in fact, has had close to 112 quarters that closed higher each period since its founding. Working together for many years, they built and grew the firm, until 2014 or so, when certain disagreements occurred that sent the two owners to court to manage a corporate split. After the case was tossed out of New York State Supreme Court by The Honorable Melvin L. Schweitzer who essentially told the two equal partners to personally handle this, the case was taken to the former state of its incorporation, the Delaware Chancery. The premier business court for many United States businesses. Mind you, the Court of Chancery is a court of equity, not a court of law, so many of the basic rights afforded by the U.S. Constitution are sometimes overlooked or discharged for what may be considered more “business-friendly” laws. That is a misnomer, though. In this case, as you will see, it was neither equitable nor constitutional.
When the case came to the Chancery Court, Shawe brought forth many fact-based witnesses who attested to Shawe’s contention that it was he who ran the company and was on course to make it run stronger. Elting had none. The evidence showed that the company was neither deadlocked or dysfunctional and that it still ran effectively and efficiently. In fact, Shawe, who owned 49% of the company, with his mother Shirley owning 1%, and Elting owing 50% brokered a deal with his mother to vote alongside Elting on major matters, essentially breaking any supposed deadlock. Bouchard was unmoved by the facts. Even after Shawe offered Elting more than half the company’s ($325MM) value to buy her out, then made what was referred to as a Texas Buy-Sell agreement (One party names his/her price and the other party gets to choose whether to buy or sell at that price), Bouchard decided to force the public sale of the company. Shawe ultimately won the public auction and bought Elting’s shares for nearly the same amount that he had offered to her initially. The forced sale order was just one odd issue of the case. The money spent to “organize and manage” the sale, the more than $250 million spent on legal, accounting, consulting, and other fees for both parties was terribly egregious.
The importance of Bouchard’s decision was that in making what he put forth as “the just” legal move, he appointed his former colleague and good friend Robert Pincus (of Bouchard’s former law firm, Skadden Arps) as the custodian, who in turn, effectively billed the company more than $44 million dollars for his services. What was even more abusive was that Skadden submitted the invoices under seal — sealed from Shawe’s own eyes — and Bouchard was admonished for rubber stamping them, but blindly approved the invoices and ordered the payments to Skadden. This is among the only examples in U.S. law where a law firm was allowed to bill a company/person for what amounts to $1400/hour even for the junior associates and support staff, and the person who has to pay the bills is not afforded the right to even see an itemized list of what was being billed. One invoice, when the Chancellor was finally forced to open the invoices, showed that Skadden invoiced $200 thousand for generating an invoice.
A TransPerfect lawyer, David Goldstein, explained that the rates charged by Skadden exceed those charged by comparable firms in the area of Wilmington and Philadelphia and to be reasonable, the rate should be similar to firms in the same geographic area. He said, “This stuff isn’t complex. What is this? This is preparing fee statements for $200,000; responding to fee objections for $605,000.”
Anyone can read up on the happenings there. Among the issues that arose and are still brewing is the matter of who was bidding to buy the firm. A large hedge fund that owns a TransPerfect competitor is now being shown to have been dishonesty bidding on TransPerfect mainly to be able to access TransPerfect’s business files, client records and operations guides; essentially it is accused of corporate espionage, and the court-appointed custodian seemed to have been aware of their intentions all along.
Shawe continuously fought back, presumably to an extent that was unexpected by the Delaware establishment, and he has spent enormous time and money asserting his rights and challenging what he and one of his attorneys, professor Alan Dershowitz called an “illegal taking.” As various court rulings moved in his favor, even a Federal judge declared to Bouchard that it, “also find, however, Mr. Shawe and TransPerfect continue to have a concrete stake in their requested due process declaration….”
With the pressure mounting and the various related cases outside of the Chancery Court slowly showing that Shawe has a solid leg to stand on here, Judge Andre Bouchard submitted his resignation last year, effective April 30th, 2021. We do not know what his true reasons were for vacating his term years before it was to be up, but the constant pressure and overwhelming evidence of wrongdoing must have weighed heavily on him. The gates seem to have been closing in on him.
As a postmortem to the forced sale, where Shawe openly offered to easily buy his former partner’s shares, Shawe has said that with Bouchard’s help, “Pincus paid himself and cronies $44 million to run an auction and get Ms. Elting $285 million after-tax. I offered more than that on a voluntary basis in 2016, so what was Chancellor doing for the past five years? It amounts to 15% commission on the sale of a business that required the life’s work of many to create.”
On Bouchard’s last day, the Chancellor in his final Opinion and Fee Decision denied TransPerfect’s fee petition motions and awarded Skadden $3.2 million in fees. Shawe can take small solace in that Bouchard also docked Skadden for $625,000 in unreasonable fees, but more that he will no longer be weighing in on what has become a boondoggle for the former great incorporation state of Delaware.
Initially Published On The Times of Israel on May 1, 2021
Families, while dealing with an oncoming second wave of COVID-19, might have another hurdle in front of them: The college admissions process. This year, many high school students returned to new kind of schooling in a virtual classroom, but found the same-old college admissions milestones placed in front of them. The due date for Early Decision/Early Action applications still ranges from November 1st to November 15th for most schools, as per normal. This means that high school seniors are in the midst of applying right now for their dream schools, and creating a list of backups should their dream school not pull through. Before applying, however, students might want to watch a new film, Covert Cash which delves into information that might not be readily available to the American public about the foreign funding that has gone into shaping the education offered by our nation’s top universities. The idea that American Universities were changing their curricula because of the exorbitant amount of funding they receive from foreign powers was initially considered to be conspiracy, until some major developments occurred in the past few years. Last spring, many news sites reported on the arrest of Charles Lieber, the former head of Harvard’s Chemistry and Chemical Biology Department, for giving false information about the Thousand Talents Program, an alleged scheme by the Chinese government to recruit the world’s top scientific minds for their own profit and espionage. The New York Post went on to report on the failure on the part of various top universities in the US to report the funding they receive from foreign government and world powers. Then came Covert Cash, a documentary produced by the Clarion Project that discusses which countries are not only paying American Universities to spread positively-spun misinformation about their regimes, but also exposes which countries are stealing leading scientific research from American scholars. American Universities are becoming positive public-relations representatives of oppressive regimes like the Chinese and Saudi Governments because of the large amounts of funding they receive from them. Our next generation of Congressmen, Congresswomen, Senators, Foreign Policy advocates, and lawmakers will all be on the receiving end of an education that is spun to positively portray some of the worst offenders of human rights issues in the world. Lara Logan, former CBS news correspondent and current Investigative Journalist for Fox Nation, makes several appearances in the documentary. Logan points out that foreign powers have noticed that their funding campaigns are successful. She logically argues that if countries like China and Saudi Arabia weren’t seeing the results they wanted, they would simply stop giving donations. She is quoted in the documentary as saying “just look at the numbers of how many institutions, how much money they receive, and look at the trajectory. If it wasn’t successful, would the government of Saudi Arabia or the government of Russia continue to pour money into that black hole out of their own hearts? Nations just don’t do that.” The documentary also delves into Confucius Institutes, which serve as ways to promote Chinese Culture on the campuses of major American Universities. Covert Cash alleges that these institutes are a front for a larger operation: the Chinese Government’s never-ending mission to ensure they have a “soft power” foothold on each college campus, similar to opening up a “mini–embassy“ which allows for the Chinese Government to ensure they are presented in the best light by University Professors, campus student groups, and by official statements from the University or College. Various colleges have been censoring and quelling public protests against the Chinese Government’s treatment of the Uighur people, which could possibly be the result of Confucius Institutes wielding their power. The one scary thought that Covert Cash leaves with every viewer is just how vulnerable we are as a nation. If we are allowing our universities to be infiltrated with foreign ideology, and the next generation of intelligentsia to be swayed by misinformation, what’s next? There is a tradition of placing value on honest and truthful education in our country, and we must protect it. [avatar user=”CharlieT” size=”thumbnail” align=”left” link=”https://blogs.timesofisrael.com/author/charlie-taylor/” target=”_blank”]Charlie Taylor[/avatar] This is a reprint of what appeared in RespVblica in 2017 When Respvblica launched, we said we would be reporting what others do not, in a manner that demonstrates truth — but not one version of it, the facts as they are. Dr. Ablow was first to report on the poor mental state of the Vegas shooter; Edwin Black has shown Hillel as few others have; Ben Poser has been exposing media services for banning anyone on the right with an opinion, such as Jamie Glazov and Anni Cyrus; and even pieces about shady business and legal precedents — like the case of TransPerfect, which is in front of the Delaware Chancery court right now. It is on this case that we need to focus for a moment because so few in the media are willing to tackle it. The main problem is that media, lawyers, and lawmakers in Delaware must face the fact that their vaunted Chancery court, which is now losing steam nationally in the business arenas, is seriously compromised; compromised by cronyism, opportunistic attorneys, and poor choices. Whether it is the incompetence of Chief Justice Leo Strine, with Harvard Professor Alan Dershowitz calling him a “judicial tyrant,” or the tenacious choices of Delaware’s Chancellor Andre Bouchard (who Strine has overturned on several occasions this year alone) that have seen his own personal friend, Skadden Arps lawyer Robert Pincus, installed as custodian over the 25-year-old translation firm, TransPerfect Global. Pincus, in his mandate to sell the company, which could be deemed an unconstitutional taking, has spent more than $20 million dollars already on his own fees and those of his consultants in just about one and half years. Chancellor Bouchard unilaterally approves these bills without question. Pincus’ job is to garner the maximum valuation for the company but is also making sure that he and his consultants are paid loftily for it. This is all with the backdrop of the fact that there are two CEOs: One who wants to keep the company and one who wants to sell for maximum value and exit. The one who wants to continue running and owning the firm, Philip Shawe, has made numerous offers to his partner Elizabeth Elting. Meanwhile, she continues to insist that any outcome should see Shawe lose his company. The Chancellor has sided with Elting on almost every aspect of this, allowing her to get in court the exit strategy that she never bargained for when she and Shawe became business partners. Chancellor Bouchard likely sees and knows that Eliting has been using the courts, but, like the massive billings of his friend Pincus, he just rubber stamps it. From talking to the people who hang around the rotary and golf clubs, local speculation in Delaware among the elites is that the Chancellor is in so deep now, he cannot reverse or back out, so he just continues down his road to perdition; taking Delaware’s business climate down with him. Already — as a result of the high-maintenance cost of Robert Pincus and his management, accounting and financial consultants — employee healthcare and retirement benefits have been reduced and salaries have remained stagnant. Respvblica would not consider those issues out of the ordinary if a company was failing, but here TransPerfect is not failing; its performance is outstanding. The high cost of the legal battles and the $20M+ now exhausted from the firm on essentially thoughtlessness and gluttony, have stagnated the staff. The thinking of Pincus, however, is likely to be that once he sells the company, the bulk of the employees will be thinned out and outsourced, so forward consideration for the teams responsible for growing the firm in tumultuous times is not relevant to him. Apparently, neither is software piracy. A big red flag for engineers and developers.
A lawsuit recently filed, which has been sliding under the radar, alleges that TransPerfect’s custodian has taken to pirating programming code for a platform called Wordfast. Reading up on this, any interested media would see that this program Wordfast, which is an essential part of the workings of Transperfect’s operations, is not actually owned by TransPerfect.
This should ring alarm bells among the Silicon Valley crowd, and the tech startups in Austin, Boston, and even Raleigh, N.C., because many of these firms and budding startups incorporate in Delaware. This suggests that if the Chancery Court is involved, your hard work and copyrighted assets can be taken from you. Robert Pincus recently began paying attention to this software as he has learned it could be vital to the worth of the company he was tapped to sell.
In a nutshell, Wordfast LLC, is owned by the same people who own TransPerfect: Elting and Shawe. Wordfast is the backbone of TransPerfect, but the program is leased, not owned, by TransPerfect. The Chancery’s decision to force the sale of this company under the strong protests of two of its shareholders and one of its Co-CEOs, applies to TransPerfect Global, not Wordfast LLC. As potential buyers are studying this company for acquisition, they may be weighing the price without Wordfast included — not as valuable as some have believed. So, Pincus, in trying to maximize the value according to his mandate, is trying to find a way around the software.
TransPerfect’s chief technology officer resigned this week under duress. In his resignation letter, he wrote to Robert Pincus:
Despite my complete cooperation with (Redacted), he remained totally condescending and rude to me when he directed me in email to transmit the source code electronically to him on Sept 19th… I personally copied the files onto a secure drive, working late into the night, and hand delivered them to (Redacted) in his office… I still don’t feel right about being forced to give over Wordfast source code, and I hope I don’t get sued for delivering a copy of it to Skadden and your experts. Mark Hagerty, Former CTO of TransPerfect Translations International, Inc.Saturday, Yves Champollion, the CEO and President of Wordfast LLC, and the engineer who created the program, filed a copyright infringement suit in a New York State Supreme Court against TransPerfect and its custodian. Thoughts about the actual initial case aside, if one argues eminent domain is correct in the Delaware Chancery’s decision to forcibly sell the TransPerfect away from its owners, can the same be said for pirating software from a wholly separate company to improve value for the other? This is a litmus test for the Chancery Court. Tech firms, budding engineers, and smart people with great ideas heading to market should know what is at stake in Delaware.As someone who has followed the issue closely for nearly two years now, I take issue with Sherwin Pomerantz’ assessment of the TransPerfect case and how it may affect the company’s Tel Aviv employees, inasmuch as he tells an unexacting tale of the situation. His reply appears to come from quarters in Delaware where there is fear that their status as the “incorporation” capitol is being compromised, and perhaps for good reason. It is true that the Delaware Chancery has been feted for so long that people might shudder to even think that there is a problem, but therein lies the rub. There is a problem and it is creeping up slowly and may indeed cause an issue. Israel startups looking to incorporate now may indeed, and maybe even should, go to Nevada, Wyoming or even the small state of Rhode Island. Professor Alan Dershowitz, the attorney taking the case to the United States Supreme Court on behalf of one of the litigants, has commented, “I would never advise a client to incorporate in Delaware.” Pomerantz suggests that the case is not controversial, but there have been no fewer than 57 articles on this TransPerfect case since it first appeared on the records. That is a lot of print for a non-controversial case. It is such that former New York mayor and federal prosecutor Rudolph Giuliani even commented on the case saying, “It appears to be a very intrusive ruling in terms of the free market… I hate to see the government, including courts, sharing in the control of a private business.” Indeed, the state’s largest newspaper, the Delaware News Journal, felt strongly enough that it asked legislators to take up the issue, and the bill now has nine sponsors in the legislature. It must be serious enough. To the point of what Pomerantz describes as “[T]wo equal owners of a company systematically try[ing] to undermine each other’s management of the company, resulting in declining employee morale and losing employees and customers alike…” he is wrong. There are no two equal owners here, but three unequal owners, at 50%, 49% and 1%, and the disagreements have not resulted in a loss of key employees, nor has business suffered. That is the point – the courts overreached here, as the business has only done increasingly better over these past few years. That the court chose to ignore the facts and force a sale is telling. When he writes that, the “Delaware’s statutes enable the Court of Chancery to step in and grant a divorce,” he is also not telling the whole story. The Chancery’s only mandate is to break the deadlock and protect a company from falling into dissolution. Here, also, the matter is glossed over, as the 1% owner has announced her desire to cast her voting rights with the 50% owner to break all deadlock now and going forward – making this even more of an overreach. The response from the opposition to that 51% offer was a resounding “No!”, essentially saying that they want to see the company sold, and not deadlock broken. The most difficult fact that Pomerantz writes is the matter of, “If and when that divorce happens, either side will be free to buy out the other; what matters is who’s willing to make the biggest investment to keep the company going.” I say that because one side has consistently been vying to buy the other, 23 offers already, and there has been no effort from the other side to negotiate, set a price or make an offer of their own. That only perpetuates the fear that the Delaware courts are not really looking out for the shareholders, but the whim of just one of them. What further complicates matters, is the widely-known issue that the Delaware judge shares personal relationships with those who are financially benefiting from his decision – the custodian he installed is a former law partner and a friend of the judge. Between him, the consultants, and the accountants he appointed, they have collectively billed the company more than $15M last year – just to set the company up for sale, not to enhance the business. Finally, as it pertains to Israel and the employees, Pomerantz is right in that if the staff is doing well, and in the event of a sale, why let them go. Let me leave you with this fact: In the history of M&A, there has not been an instance where the acquiring entity has not sought to bridge teams, cut expenses and streamline. That could be good for TransPerfect’s firm, Milim, in Tel Aviv, or it could be bad. We just do not know who is buying it and how it might be restructured once that happens. If anyone working under similar circumstances were asked, many would admit to being nervous about their jobs. The article was meant to assure tech firms and startups in the Startup Nation that Delaware is still strong for them, but Israelis are nothing if not demanding, and they would never want to yield control to someone’s whim. Just because Delaware’s Chancery has enjoyed a sterling reputation, does not mean that there are no injustices to be found – it just, means few people have been willing to pay attention. This is something businesses are paying attention to now. Originally Published on The Times of Israel on April 11, 2017