Custodian, Conflicts, and a Sham Chancery Court Auction lead to Transfect Defections
In my educated opinion, after over a year of intense research on the TransPerfect case, it is not only the very suspicious and biased decisions from Chancellor Bouchard of the Delaware Chancery Court at issue, but the highly unusual conduct of his Court-appointed Custodian, Skadden attorney Robert Pincus which, in my opinion, leads to the only logical conclusion that a conspiracy, based on greed and inbred corruption, is at work in Delaware. What a shame that the glorious reputation of our tiny, but first state of Delaware, will have it’s national reputation smeared and destroyed by a small group of selfish attorneys, judges and investment bankers.
As the saying goes, when something feels so wrong, follow the money (please see this New York Court document):
I spoke with several TransPerfect employees about why they left recently, and here’s a big reason that is not easy to explain: The auction they have been forced to participate in by Chancellor Bouchard, as a management team, as it turns out, is believed by many employees to be a sham.
First, it is filled with conflicts of interest. TransPerfect’s main competitor, Lionbridge is a company with a deep history of eliminating U.S. and Western European jobs to send them offshore (TransPerfect has most of its jobs in America, Lionbridge has 6% of its jobs in the good-ole US of A). Lionbridge is owned by the private equity firm, HIG. Credit Suisse is the investment bank allegedly running a fair auction, but therein lies the rub. HIG also happens to be a client of BOTH Skadden Arps and Credit Suisse (CS). Is Bouchard’s apparent and possible Ponzi scheme starting to come into view for you now? It becomes clearer to me everyday. It’s like the Uranium One scandal, but on steroids — with U.S. jobs being the victim instead of our national security.
Here’s my opinion: It gets shadier and shadier… Credit Suisse owns the risky Lionbridge debt, who as they say in the industry, was a “dog with fleas” and it seems the only way CS can get this risky debt paid back to them is by steering the fair auction away from Shawe, and toward their other client HIG. If HIG can buy out its biggest rival and eliminate the competition, “HIG-owned Lionbridge”, will be in a much better position to pay Credit Suisse back its debt; otherwise it cannot. Ahhh… but this onion still has more layers to be peeled. Equally disturbing is that the Custodian, Bob Pincus, works for Skadden; and Skadden (Bouchard and Judge Strine’s old firm) are attorneys for both CS and HIG!!! How can the Chancery let all these people that work together, seemingly scratch each others backs to get richer and richer. Only in Delaware folks, can such blatant and gregarious corruption be tolerated and allow to exist.
Think about it: Why would the Custodian choose CS to run the auction when CS just months ago advised and raised money for HIG’s purchase of TransPerfect’s #1 competitor, Lionbridge?? It stinks to high heaven!!! Further, in my opinion, Bob Pincus and Skadden should immediately cease their role as Custodians, because, as attorneys to both Credit Suisse and HIG, they are anything but neutral; in fact, they owe CS and HIG a duty of undivided loyalty — so how can Skadden run a fair auction and pick a fair winner? I guess the answer is always the same…. only in Delaware.
Let’s not forget that back in August of 2015, Chancellor Bouchard ordered the sale of a thriving profitable company for the first time in the history of Delaware to help Co-CEO Elizabeth Elting get a better price for her shares, indeed that the market was not willing to bear. Most importantly, he said that the sale should be conducted with the intention of maintaining the company as a going concern.
Well Chancellor Bouchard, below is an article about all the defections at TransPerfect and the loss of the entire C-level suite and senior technology team, since you handed down your unprecedented order. Is this what you meant by keeping the company going- “as a going concern??” What you can’t tell from reading the public material that I will tell you from talking to the staff, is that no meetings are taken seriously or attended by Credit Suisse big wigs or by the Alvarez & Marsal consultants except for…? You guessed it, the HIG-Lionbridge meetings. The other meetings are attended only by CS neophytes. These employees are honorable, and they have fought to keep this company afloat while the custodian Bob Pincus, Skadden Arrps and his army of consultants looted over $25 million from TransPerfect with Skadden billing $1 million last month alone.
The same employees who have continued to hold this great company together and raise the revenues every year for TransPerfect have been abused by the court and the custodian for sure. Only they know from attending the auction meetings that HIG-Lionbridge is the Chancery’s pre-determined winner — and the vast majority of them will get their jobs shipped overseas, thanks to the crooked Delaware court system — I don’t blame them at all for leaving on their own terms.
I promised you folks, I would uncover the dirt, but I had no idea how deep this ditch would go. This plot is still thickening and I will keep digging until I find out what I suspect is the truth: I believe this whole thing is rigged: the $150 million no-witness trial, the unprecedented result and the “auction” remedy. I feel the money trail will lead straight back to the Delaware elite. I hope Bouchard and his cronies are listening and robes or not, no one gets a pass in my column. This is not the News Journal, where you can get coverage stopped with a well-placed phone call. I’m here for you, my readers, and this investigative journalist will not stop fighting until justice prevails.
by Florian Faes, Slator, October 25, 2017
More than three years of litigation about the future of TransPerfect is beginning to take its toll. Over the past two weeks, three senior TransPerfect technology executives have resigned, citing among other reasons the uncertainty created by the court-ordered forced sales process.
Chief Technology Officer (CTO), Mark Hagerty, left the company after more than 15 years with TransPerfect. Chief Information Officer, Yu-Kai Ng, who joined 12 years ago, left shortly thereafter. Keith Brazil, a senior member of Hagerty’s technology team, then resigned on October 23, 2017 after nearly 18 years with the company.
In his 6-page letter of resignation, obtained by Slator and addressed to Robert Pincus, the court-appointed custodian in charge of the TransPerfect sale, former CTO Hagerty explains that when he joined the company, TransPerfect “had no technology at all, it licensed Trados and SDLX and products from competitors.”
Hagerty says that he initiated the development of and initially personally coded TransPerfect’s translation management systems (TMS) GlobalLink Content Director and GlobalLink Project Director, which he says are “the cornerstone of the entire TransPerfect production operation.”
According to the letter, TransPerfect’s website proxy localization solution GlobalLink OneLink generated USD 31m in licensing revenue over the past six years. GlobalLink Project Director, meanwhile, generated USD 40m in licensing revenue over the same period. This would make it one of the top TMS globally if considered as a stand-alone product.
Hagerty expressed his frustration at Custodian Robert Pincus in detail. His reasons for leaving include concerns about the legality of transferring WordFast source code to an attorney at Pincus’ law firm Skadden, despite a letter of indemnity from Pincus. The future of Wordfast has emerged as a contentious issue in the sale process.
Hagerty also expressed anxiety over the release of his W-2 information in a data theft, which he alleged was due to the untrained accounting staff at Alvarez and Marsal, the firm appointed by Pincus to run TransPerfect’s accounting department. Hagerty also wondered why he had not received a pay rise for two years and questioned his future role in the company post sale.
Sale is Imminent
Shawe said “Speaking personally, the senior technology team that decided to leave were tremendous assets to TransPerfect. If the court-appointed custodian would allow me to address the concerns that they expressed, I would be happy to attempt to re-open a dialogue in the spirit of retention. In any case, their contributions were tangibly responsible for our success in technology, and much of our success as a company. They will be sorely missed.”
Co-CEO Liz Elting emailed to Slator that “the recent departures of these few technology employees represent a very positive, not negative, development at TransPerfect, as I have long regarded each of them as underperformers. We have a deep bench of extremely talented and dedicated employees in our technology department who are more than capable of continuing to build on our success. There will now be more opportunities for each of them. In addition, we will soon be making some very exciting leadership announcements in our technology department, which will help take TransPerfect to a billion dollars in revenue and beyond.”
Meanwhile Custodian Robert Pincus is proceeding with the sale. He told Slator in a phone call that “the business is strong due to the strong entrepreneurial culture of the employees. We are supplementing and enhancing the management of the technology group in a manner that will help facilitate continuity pending the consummation of the sale. Efforts to confuse, delay, and deter the sales process have accelerated as we get closer to a culmination of the sale process.”
According to sources Slator has spoken to, the sale process has entered its final round and a winner will be selected in the next 30 to 60 days. However, before the closing either one of the Co-CEOs could still take further legal action and challenge how the sale process was run or how the winning bid was selected.