Delaware Chancellor Orders Outrageous Investigation
Below is an article from LAW 360 by Jeff Montgomery that makes my blood boil and head want to explode. Having followed every detail of the TransPerfect legal saga, which in my opinion, is a prime example of the corruption and cronyism that now exists in the Delaware Court of Chancery since Chancellor Andre Bouchard assigned the TransPerfect case to himself. It is time for the Legislature to form a special commission to investigate Chancellor Andre Bouchard, Bob Pincus of Skadden Arps, and Kevin Shannon of Potter Anderson.
The Citizens for a Pro Business Delaware took the bold step by being an effective whistleblower and exposing what is in my opinion and the option of many others, a government aided heist of over $21 million dollars that has been fleeced from TransPerfect, a healthy company by any measure, since Bouchard and Bob Pincus commandeered the firm roughly 18 months ago.
Huge amounts of money are continuously flowing into Pincus’s current and Bouchard’s former law firm, Skadden Arps, (and their “consultants”) and out of TransPerfect. Just Pincus and his firm alone are billing $300,000 to $400,000 per month. The numbers are having a devastating effect on TransPerfect. Hard-working employees, many of whom dream and counted on a mere $5,000 bonus at the end of the year are now being told to expect less, or nothing at all. I’m told raises are lower and lower, and virtually no money is being re-invested in people or infrastructure.
Now in a desperate attempt to gain revenge against the employees who went public to expose his scam, Pincus has asked his buddy Chancellor Bouchard to allow him to conduct an “investigation” of the Citizens Campaign and TransPerfect employees concerning potential leaks regarding information over LionBridge, a potential bidder and well-known competitor who might be interested in buying the company.
This action by Custodian Pincus is nothing more than a false pretense for a good old-fashioned witch-hunt to fire the people that, expressing their First Amendment Right, exposed these outrageous government-ordered bills for what they are. Of course, why these bills are not being made readily available to the public in the first place or why a Custodian in Delaware is allowed to charge the highest going rates in the country ($1,425 per hour!!), to host a board meeting once a month is a product of the incestuous corruption that is Delaware.
As always your comments are welcome.
JUDSON Bennett-Coastal Network
PLEASE READ THE ARTICLE BELOW:
By Jeff Montgomery
Law360, Wilmington (August 1, 2017, 3:28 PM EDT) — Delaware’s chancellor authorized an investigation Tuesday into leaks of bidder data and other details on the court-ordered sale of translation company TransPerfect Global Inc., after warnings that the disclosures are being used in an attempt to disrupt the already hotly contested process.
Chancellor Andre G. Bouchard signed the discovery order moments after a brief telephone conference on a request filed on behalf of TransPerfect custodian Robert B. Pincus of Skadden Arps Slate Meagher & Flom LLP.
“To take no action will only embolden the violators and further jeopardize the sales process,” Jennifer C. Voss of Skadden, Pincus’ counsel, told the Chancellor Bouchard in a letter filed with the court. “TPG cannot permit any of its employees to facilitate, or cooperate in, the intimidation of potential buyers and advisors,” it said.
Voss wrote that the discovery effort would seek to identify the employee or employees who shared confidential information about a purported bidder and compensation paid to advisers to the sales process, with “appropriate action” to follow.
“The leaked information has been used by third parties who oppose TPG’s sale (and are funded by undisclosed TPG managers) to try to harm the sales process, and intimidate potential acquirers and the advisors,” Voss wrote.
Chancellor Bouchard, who has presided over TransPerfect litigation for years and ordered the company’s sale, described the issue as “a very serious, time sensitive matter” in a docket note filed in response to Voss’ request. He issued the discovery order immediately after the teleconference, saying that “I certainly understand what the issues are.”
Pincus’ discovery request came on the heels of a press release by sale opponents last week claiming that TransPerfect competitor Lionbridge Technologies Inc. was a prospective bidder in the custodian-managed process. In the statement Chris Coffey, campaign manager of Citizens for a Pro-Business Delaware, called the potential sale a “heist.”
The same organization published what it said were details on charges by contractors retained by Pincus for TransPerfect-related work, along with objections that Pincus discloses only his own billings for job. The report quoted Coffey as calling on Pincus and consultants to return payments for their work.
Coffey was one of the targets of example discovery and subpoena documents included in Tuesday’s court filings on the request to Chancellor Bouchard. Another was addressed to Coffey’s employer, New York-based Tusk Strategies Inc., where Coffey is identified as leader of its New York City practice.
Information demands in the subpoenas included details on documents and communications among Tusk, Coffey and TransPerfect employees involving consultants hired by TransPerfect and the custodian.
Also sought were communications by Tusk and Coffey involving potential bidders and bids for TransPerfect, sources of the information and details on spending made by Tusk or Coffey by or on behalf of Citizens for a Pro-Business Delaware, which has actively lobbied and campaigned against the sale.
Coffey could not immediately be reached for comment. His organization has previously objected to custodian efforts to secure details on its funding, arguing that the effort amounted to an intrusion on company worker First Amendment rights.
The case, and several related actions in Delaware state and federal court, stems from the deterioration of the relationship between TransPerfect co-founders Phil Shawe and Elizabeth Elting, and a deadlock on corporate action that came to a head in 2015. Elting owns 50 percent of the company, and Shawe owns 49 percent. Shawe’s mother owns the remaining 1 percent and voted with her son.
Chancellor Bouchard ruled in 2015 that the feud left TransPerfect hopelessly deadlocked and ordered the company’s sale under a custodian’s supervision. Shawe, in addition to legal challenges, has since offered to buy out Elting’s half of the company, while his mother, Shirley Shawe, has offered to vote with Elting and hold a shareholders meeting to appoint new directors. Both offers have been rebuffed. Delaware’s Supreme Court upheld the chancellor’s sale ruling earlier this year.
Voss wrote that the discovery request filed on Tuesday relied on a provision in the sale order allowing court assistance in addressing problems encountered by the custodian. The same order declared that TPG employees “shall cooperate fully” with the effort, at risk of sanctions.
“Buyers must be assured that TPG and the custodian can and will make every effort to stop leaks. So too, advisors must be assured that efforts to intimidate them will not be tolerated,” Voss said. “In short, TPG employees cannot have license to try to undermine the sales process.”
Attorneys for the Shawes took no position on the discovery action during the teleconference. Elting attorney Kevin R Shannon of Potter Anderson & Corroon LLP said that his client shared the custodian’s concerns.
Philip Shawe is represented by Lisa A. Schmidt, Robert L. Burns and Nicholas R. Rodriguez of Richards Layton & Finger PA, Howard J. Kaplan of Kaplan Rice LLP, David B. Goldstein of Rabinowitz Boudin Standard Krinsky & Lieberman PC, and Martin Russo of Kruzhkov Russo PLLC.
Elting is represented by Kevin R. Shannon, Berton W. Ashman Jr., Christopher N. Kelly, Jaclyn C. Levy and Mathew A. Golden of Potter Anderson & Corroon LLP and Philip S. Kaufman, Ronald S. Greenberg, Jeffrey S. Trachtman, Marjorie E. Sheldon and Jared I. Heller of Kramer Levin Naftalis & Frankel LLP.
Shirley Shawe is represented by Jeremy D. Eicher, Thomas A. Uebler and Mark M. Dalle Pazze of Cooch & Taylor PA and Alan M. Dershowitz.
Pincus is represented by Jennifer C. Voss of Skadden Arps Slate Meagher & Flom LLP.
The cases are In re: TransPerfect Global Inc., case numbers 9661, 9686 and 9700, and Shirley Shawe v. TransPerfect Global Inc., case number 2017-0306, in the Court of Chancery of the State of Delaware.
Additional reporting by Matt Chiappardi, Brandon Lowery, Chelsea Naso and Vince Sullivan. Editing by Brian Baresch.