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Dear Friends,

I struck a strong note with many of you in my piece on TransPerfect workers, sadly and unjustly, being railroaded for another $5 million by what I see as a fraudulent contempt motion in Chancery Court Chancellor Kathaleen McCormick’s corruption-filled Chancery Court.

“This ad really shows the arrogance of the Chancery Court and those in power there.
How this has been allowed to go unchecked is a crime!”
– Thomas S.

“Legacy, power and dominance is all these legal people are good at, Judson.
Thanks for calling them out on this.”
-Donald R.

“How Pincus got away with allegations of misconduct and overbilling is a sin.
Maybe it finally caught up with him?”
– Dimitre L.

“You can write every day about this corrupt court, Jud. It’s not going to change a damn thing.”
– Dave M.

“Clever headline.”
– Paul S.  

“Carney has to go. Delaware will get a better Governor in the next election.
Anyone would be an improvement.”
– Bill C.

Keep the feedback coming, folks.  Your comments are always welcome and appreciated.

Respectfully Yours,

JUDSON Bennett–Coastal Network


P.S.: Please follow me on LinkedIn:

https://www.linkedin.com/in/captainjudsonbennett/

OPINION

Dear Friends,

Delaware is being abandoned again and again, folks. DraftKings and Twitter join TransPerfect in leaving Delaware based on possible Chancery Court corruption? Check out this piece below in Nevada’s newspaper. As always, please send me your feedback.


Respectfully Yours,
JUDSON Bennett–Coastal Network

DExit to the desert: Why I left Delaware for Nevada

Phil Shawe

Phil Shawe

September 15th, 2023 at 2:00 AM

Opinion

Some 80 years ago, visionaries saw a dusty military outpost in the middle of the Nevada desert, and imagined an entertainment mecca. Since then, Las Vegas has erupted into a thriving, world-famous tourist destination. Now, the innovative foresight that unleashed this legendary Nevada boom stands poised to open the next frontier of the Silver State’s economic expansion: as the future home of business incorporation.

Nevada is well-positioned to wrestle this position away from the current incorporation capital, Delaware, because the Silver State offers all the factors needed for certainty and success. These include low legal expenses; a fair and reasonable tax climate; a culture of protecting the personal privacy of shareholders and company officers; a consistent and impartial judicial system and — critically — confidence that the rules of the road will facilitate commonsense settlements and just outcomes.

This all stands in stark contrast to the failed status quo in Delaware. Like most major companies, I initially incorporated TransPerfect in Delaware, only to quickly learn its outmoded approach to the law was not in the best interests of my company or employees.  Instead, benches like the Delaware Chancery foster ugly, protracted court clashes solely to enrich the state’s legal class.

The decay of Delaware’s courts into murky, self-dealing institutions is driving executives like me to seek a better place for legal stability and legitimacy. And I’m not alone. Companies such as Twitter and DraftKings have also abandoned Delaware. And thankfully, Nevada is providing that refuge for companies seeking fairness and reliability in state business courts.

Now, Nevada has an enormous opportunity to supplant Delaware as the premier location for job-creating companies to incorporate. Elected and civic leaders should aggressively pitch Nevada all over the globe, and continue to smartly refine its legislative and regulatory framework to lure more companies to incorporate in Nevada.

The benefits to the state would be significant: more investment, more jobs, and higher tax revenue to fund key priorities such as roads, school, fire and police services, and needed social programs.

Because even though shifting where your company is incorporated is no easy decision, businesses want a home that provides legal and operational stability. The Delaware status quo is no longer tenable.

As the founder and CEO of TransPerfect, the world’s largest provider of language services and technology for global businesses, I initially incorporated in Delaware, only to quickly learn that the corruption there is a feature, not a bug.

The Delaware Court of Chancery is the most important judicial bench in America that you’ve never heard of. Thanks to the state of Delaware’s unique laws, the Chancery is where the most significant business cases are heard. Fortune 500 companies — with their hundreds of thousands of employees, millions of customers and billions of dollars in profits — routinely find themselves before this court to resolve a wide range of commercial lawsuits and corporate cases.

The Chancery court is a vestige of the patronage court system that ran rampant in an earlier era — a 19th century institution in a 21st century world. Insiders trade on law firm connections and personal pedigree to land appointments to the court. Given this sweetheart arrangement for Delaware’s legal upper class, it’s no surprise that the Chancery is shrouded in secrecy and exempted from meaningful ethics oversight or reporting requirements. Those pesky protections would just hinder the ability of judges and lawyers to extort the legal process to line their pockets and expand their influence.

Decades ago, the entrepreneurial spirit of Nevada catalyzed one of the greatest economic explosions in human history. That same energy and vision can be applied once again to cement Nevada as the next incorporation capital of the world and reap staggering financial rewards. It would be a smashing success for the Silver State — and for all of the companies burned by the corruption that runs rampant in Delaware’s courts.

Phil Shawe is the CEO of TransPerfect. He resides in Puerto Rico.

OPINION 


Dear Friends,

I’m glad that after years of covering this horrid crime story, so many of you get it! The current CITGO auction and the TransPerfect auction, both in the Chancery Court, reek of corruption and trail back to Andre Bouchard taking over the Chancery Court and continues with fellow Skadden-crony Robert Pincus furthering the greed.

Bouchard, Leo Strine, and Pincus have taken this court for a ride and Pincus has kept it going. It all stems from Bouchard’s reign. That’s what began this entire crooked mess and that’s when I started covering the court, and Bouchard in-depth, to expose the deterioration of the court at the hands of Andre, the Ogre.

Give the story below another read in that light and I think you’ll more fully understand what is at stake here for the Chancery Court and for the bread-and-butter revenue stream for America’s First State and greatest state in our union, Delaware.

The fraud continues and I’ll remain steadfast in my coverage on my Coastal Network until our elected officials take action to make it stop. I appreciate all of the feedback that you’ve sent in this month. It shows me that you get this and that our Coastal Network coverage is putting a valuable spotlight on this criminal activity.

Keep your feedback coming in on this, folks. Thank you! Your comments are welcome and appreciated.

Respectfully Yours,
JUDSON Bennett–Coastal Network


https://venezuelanalysis.com/news/15758

Venezuela Denounces ‘Theft of the Century’ as US Endorses Citgo Sale

Caracas warned that the OFAC license violates Venezuelan and international law and that no country’s assets are safe on US territory.


Caracas, May 4, 2023 (venezuelanalysis.com) – The US government will not block the sale of CITGO, the US-based subsidiary of Venezuelan state oil company PDVSA and the country’s most important asset abroad.

In a letter filed on Friday in the US District Court in Delaware, the US Department of Justice said that the Treasury’s Office of Foreign Assets Control (OFAC) “will not take enforcement action against individuals or entities” involved in a court-ordered auction process of CITGO shares set in motion last year.

The statement added that once a winning bidder emerges, OFAC will implement a “favorable licensing policy” for the execution of CITGO’s sale procedure “or the negotiation of a settlement agreement among the relevant parties.”

The April 7 Justice Department letter was released following the issuing on Friday of OFAC General License 42, which authorizes transactions conducted by the defunct opposition-controlled 2015-2020 Venezuelan National Assembly (AN) for “the negotiation of settlement agreements” involving any debt of the Venezuelan government, PDVSA, or any entity where PDVSA owns 50 percent in shares or more.

According to Robert B. Pincus, the Delaware court-appointed “Special Master” tasked with securing the US government greenlight for CITGO’s sale, the auction process could begin in September with the highest bid reviewed in June 2024. Earlier this year, Pincus met with Justice and Treasury officials and asked OFAC for guidance on the auction of shares from CITGO’s parent company, PDV Holding.

Pincus likewise urged the court to move quickly “to take advantage of CITGO’s recent financial and operational performance and the current state of the refining industry,” according Reuters. Creditors and analysts have suggested the possibility of off-court settlements as well.

With three refineries and a network of over four thousand gas stations stateside, the Houston-based oil subsidiary reportedly registered a $2.8 billion profit last year and could be valued at $13 billion. However, no revenue has been perceived by Caracas since 2019 after Washington recognized Juan Guaidó’s self-proclamation as “Interim President” and handed CITGO’s management to an opposition ad hoc board.

As a result of its seizure, the company was left vulnerable to a number of threats as several foreign corporations and bondholders looked to claim shares as compensation for arbitration awards and the defaulted PDVSA 2020 bond for which 50.1 percent of CITGO shares were pledged as collateral.

In 2020, the US Treasury Department stepped in and began issuing six month or year-long licenses to block any attempt to seize the company. The latest was general license 5K released on April 19 for only a three-month period.

The current auction process was brought forward to the Delaware court by Canadian miner company Crystallex in order to collect $970 million of outstanding debt from a $1.4 billion international arbitration award granted by the World Bank’s International Center for Settlement of Investment Disputes (ICSID) in 2016 in compensation for the 2008 nationalization of Las Cristinas gold mine in eastern Venezuela.

Other creditors looking to collect awards via CITGO shares are glass firm Owens-Illinois, Huntington Ingalls Industries, ACL1 Investments, and Rusoro Mining owed a combined $1.6 billion plus accrued interest as well as Koch Minerals and Koch Nitrogen ($387 million) and ConocoPhillips ($1.3 billion). They have received conditional approvals to tag their claims potential CITGO auction. Additionally, in August 2022 ConocoPhillips won a default ruling to enforce a separate $8.5 billion ICSID compensation for three oil projects nationalized by Chávez in 2007.

On Wednesday, Venezuelan Vice President Delcy Rodríguez accused Washington of committing “the theft of the century” by authorizing the subsidiary’s auction process in order to benefit Western economic interests represented by corporations.

“This is organized crime in the most sophisticated way, directed by the Government of the United States,” she said during a televised press conference alongside Foreign Minister Yván Gil and Oil Minister Pedro Tellechea.

Rodríguez added that the OFAC general license “violates not only Venezuelan laws but all international law,” and warned that no country can be assured that its assets on US territory will be safe “if a plot to seize and sell them can be set up overnight.”

The Vice President likewise stated that the Maduro government would not recognize “any type of deal” with foreign creditors unless done directly with the Venezuelan state. She recalled that the 2015 opposition-controlled National Assembly recognized by OFAC as the Venezuelan negotiator “no longer exists.” The parliamentary elections in December 2020 saw the legislative body renewed with a Chavista majority.

The Venezuelan official said that the members of the defunct parliament who are responsible for the loss of CITGO will face asset seizures under the newly-approved “Domain Extinction” law. Rodríguez also singled out José Ignacio Hernández, who served as Guaidó’s “special prosecutor”, for his role in CITGO’s looming breakup.

“Crystallex had Hernández as one of their experts. Later he called himself Venezuela’s prosecutor not to defend our patrimony but the interests of the company he had already represented,” Rodríguez explained.

Guaidó, who was ousted as “interim president” earlier this year, and his associates have been accused of compromising assets such as CITGO by not showing up in court, having conflicts of interest, and striking under-the-table deals with corporations. He recently fled to the United States.

For its part, the Foreign Ministry issued a communique stating that CITGO’s theft “represents a blow” to the dialogue process in Mexico and to the international conference held in Bogotá “where almost unanimously the participating countries demanded the US government lift the criminal sanctions against Venezuela.”

Finally, National Assembly deputy and Chavista leader Diosdado Cabello accused Guaidó of being behind this last blow against CITGO. “A week before [the OFAC license approving the sale] one of the greatest traitors that this homeland has ever seen fled to the United States. That is no coincidence.”

Edited by Ricardo Vaz from Caracas.

Check out Leo the Hutt! And his cabal of Jabba the Hutts, folks! Leo Strine, Andre Bouchard and Jennifer Voss are also being called out for their Chancery Court corruption. Well deserved for this collection of corrupt and former Skadden Good Old Boys. Below is the full page ad that ran in the Delaware News Journal. Take a look and let me know your thoughts. Your feedback is always welcome and appreciated. Respectfully Yours, JUDSON Bennett–Coastal Network

Inequitable Actions and Conflicts of Interest in TransPerfect Case – Question is Why?

Dear Friends, After observing former Delaware Chancellor Andre Bouchard’s operation for several years and, in my opinion, seeing innumerable appearances of impropriety, obvious bias, and unprecedented rulings in the Chancery Court, where the TransPerfect coffers were seemingly raided with rulings that allowed Skadden Arps and former Custodian Robert Pincus to invoice Shawe and TransPerfect without explanation or itemization, causing consternation, fear and uncertainty for their employees. Finally, Bouchard fled his post five years before his term was up. Millions of dollars were – in the view of company executives and yours truly – illegitimately billed for work not done, and bills were even submitted for preparing invoices. Unbelievable and yet somehow allowed?! There was much hope in company ranks and the Delaware legal community that the new Chancellor, a woman, Kathaleen McCormick, would bring a fresh, open, honest, and reasonable perspective to the Chancery Court and maybe even stop the fleecing of the world’s number one translation company. Unfortunately, that was not the case. Conflicts of interest, having worked for TransPerfect’s number one competitor, require a recusal, and on top of that, McCormick has maintained the apparent and wrongful fleecing of the TransPerfect funds. The big question is why? In my view, the “Delaware Way”, the Good Old Boys winking and nodding, and their incestuous cronyism has Chancery Court operators getting special consideration. It appears McCormick would prefer to maintain an elite, omnipotent situation that has infested the Delaware legal system for years, instead of bringing a fresh perspective of clear fairness and equity. Folks, there should never be the slightest doubt. All conflicts of interest should be eliminated and decisions should be based on formerly decided matters, known as “stare decisis”, which is the legal principle of determining points in litigation according to precedent. There should be no doubt as to the impeccable integrity of Delaware’s once esteemed Court of Chancery. Unfortunately, it seems this is not the case. That is the way I see it. Let me know what you think. As always, your feedback is welcome and appreciated. Yours Truly, JUDSON Bennett-Coastal Network

Who Can the Public Count on to Take Bouchard’s Court and Giant Law Firms Like Skadden Arps to Task?

  Dear Friends, It’s heartening to know that the concerns I have been voicing all this time about the nature of Delaware Chancery’s court system were shared by THOMAS JEFFERSON! With “equity” courts somehow meaning the Judges can act unpredictably and favor their friends over the merits, the writer smartly asks: Who can save the public, and take on these large legal behemoths? Please give a careful read to this one, and send your feedback, folks. It’s welcome and appreciated. Respectfully Yours, Judson Bennett–Coastal Network Carl Thiese’s LiveJournal Article

Dicey Courts and Dodgy Law Firms – Questionable Justice for Corporate America?

As the world battles viruses and despots, and with it, falling economies, ruined businesses and broken families, one thing is sure; lawyers make money. The law has been what protects us all, businesses included, and through the various social and economic storms, law and lawyers have been there to navigate and keep things “honest”, maybe. Often, lawyers are supposed to fill a purpose with the expectation that the need would end. There is a school of thought that suggests that law has become a business unto itself; like initially- noble advocacy groups that continuously move the needle of circumstances just to keep their administrators and staffs employed. Big law has become more profit-driven and, at times, an unethical group driven by profit, and nowhere are these lawyers more at home than such jurisdictions as Delaware, a haven once shaped around prioritizing the needs of businesses and corporations. In the First State, law firms that charge exorbitant fees have unchecked discretion, a lack of accountability from the public and public interests. This is due largely to Delaware’s Chancery Court, one of the few legal spaces in the world where neither precedent nor constitutional law determines outcome. Instead, a small circle of subjective, and sometimes, biased judges control outcomes.  The Chancery Court caused such a stir that Thomas Jefferson commented on its presence as a court of inequality. It’s not just the poor, the lost, the left behind that get wounded though: even the connected elite, the rich and powerful amongst us do, and that should scare us…

“Relieve the judges from the rigor [sic] of text law, and permit them, with pretorian discretion, to wander into its equity, and the whole system becomes uncertain,”

Thomas Jefferson – lawyer, statesman, and the third President of the United States.

Read the whole article On LiveJournal.com:

Bouchard the Merciful

The New Chancellor Has Shown Her True Colors; Kathaleen McCormick Will Support Chancellor Bouchard’s ‘Old Boy’ Network of Cronies No Matter How Corrupt

– Bouchard Has Never Denied Helping His Cronies Abscond with Millions from TransPerfect

– Bouchard Has Never Denied Financially Benefiting Himself From His Own Rulings
– McCormick’s Ruling Has Shown Herself to be a Lackey, Not an Agent of Change
Dear Friends, In taking a position that reminds me of Joaquin Phoenix’s character in the movie Gladiator, Kathaleen McCormick dubs Chancellor Bouchard, “Bouchard the Merciful.” As I see it folks, this is yet another batshit-crazy decision from the Chancery, that ignores both the Fact and the Law. By the logic in this decision, a court-appointed Custodian could steal millions and never face a jury trial. Folks, ex-Chancellor Bouchard stands accused of being the most corrupt man to wear a robe in Delaware history, in my view, and the new Chancellor is contorting the Law to protect him and his cronies at Skadden and Ross Aronstam. He has never denied financially benefiting from the case, nor can he even attempt to deny ordering $1.7 million to be paid directly to Paul Weiss, and then starting a job there. Talk about feathering your own nest?? It’s beyond corrupt, it’s filthy and blasphemous! Chancellor McCormick, with her undisclosed representation of TransPerfect’s chief competitor, H.I.G./Lionbridge, in this new ruling, has now clearly shown herself to be not only conflicted, but also a lackey of Bouchard’s cronies. I was hopeful for Delaware’s future–and putting the image of a Chancery Court overrun with corruption behind us–but this lioness appears to have finally shown us her true colors. See the Law360 story below. Are you as annoyed and concerned about this as I am?!? Please send your feedback, which is always welcome and appreciated. Respectfully yours, JUDSON Bennett- Coastal Network   Chancery Tosses TransPerfect Claims Against Ross Aronstam By Jeff Montgomery Law360 (March 17, 2022, 8:16 PM EDT) — Delaware’s chancellor dismissed on Thursday a TransPerfect Global breach of duty suit against Ross Aronstam & Moritz LLP, a firm that represented the company at a court-appointed custodian’s direction during some chapters of a still-unfolding, often bitter, years-old corporate control saga. In the decision, Chancellor Kathaleen S. McCormick rejected initial claims by TransPerfect’s co-founder that RAM and name partner Garrett B. Moritz breached professional duties by failing to disclose that, in opposing a shareholder demand for records on fee payments to the custodian and law firm, it was taking direction from a purportedly conflicted custodian whose fees were ultimately paid by TransPerfect. RAM and the custodian, the court found, had court-assigned obligations to complete a sale of the business and head off any threats to the process, in a transaction upheld by Delaware’s Supreme Court in May 2018. “Defendants had one client: TransPerfect,” the chancellor wrote. “The sale order made the custodian TransPerfect’s exclusive authorized agent empowered to direct counsel retained in connection with the sale process. Defendants thus acted appropriately in following the instructions of the custodian.” The dismissed suit focused on events that followed a court-ordered sale of the global translation services company, supervised by the same custodian — retired Skadden Arps Slate Meagher & Flom LLP partner Robert B. Pincus — following a battle dating to 2014 between TransPerfect’s two-founders, Elizabeth Elting and Philip R. Shawe. Shawe won custodian-supervised bidding for the company, paid $385 million for Elting’s 50% share, then filed a legal malpractice suit against Ross Aronstam in New York state court in 2020. That move prompted RAM to seek a contempt ruling against TransPerfect for violation of Chancery Court’s exclusive jurisdiction over the issues. Chancellor McCormick said the decision on Thursday resolved a twist of “Shyamalan-ian proportions,” since TransPerfect had sought dismissal of the complaint decided on Thursday for lack of subject matter jurisdiction, aiming to avoid potential harm to its still-active New York case. RAM likewise sought dismissal based on the absence of any identifiable breach of its duty in representing Pincus and the company. “Because the sale order both empowered the custodian to hire counsel for TransPerfect and required that the custodian be paid fees, it is not reasonably conceivable that payment of the custodian’s fees gave rise to a ‘concurrent conflict of interest’ preventing the custodian from retaining defendants to represent TransPerfect,” Chancellor McCormick wrote. The decision on Thursday also held that Chancery Court has jurisdiction over the issue, and that TransPerfect, now only under Shawe’s control, failed to make a sufficient claim that RAM neglected its professional obligations. Pincus took control of TransPerfect under a court sale order issued to resolve a deadlock between Elting, who owned 50% of the business, and Shawe, who owned 49%; his mother owned 1%. Then-Chancellor Andre G. Bouchard directed the sale, in a decision upheld by the state Supreme Court Elting and Shawe had been battling over control of the company they co-founded since at least 2014, with Chancellor Bouchard concluding that the governance stalemate was irreconcilable and damaging to the business. RAM was retained by Pincus in 2017 to represent the company on some issues, with Shawe-controlled TransPerfect accusing the firm after the sale of doing Pincus’ bidding in disputes over millions in custodian and legal fees. Shawe and TransPerfect argued that RAM should have considered whether the company or its stockholders disagreed with the custodian. “But defendants had no ethical obligation to undertake this action. Generally speaking, ‘Where an attorney is hired by a corporation, that attorney owes a duty to the corporate entity, not to the individual directors,'” the chancellor wrote. Delaware Lawyers’ Rules of Professional Conduct, the chancellor added, state that “when constituents of the organization make decisions for it, the decisions ordinarily must be accepted by the lawyer even if their utility or prudence is doubtful.” Pincus likewise had sole discretion over custodial actions, the chancellor said, noting that the order establishing the position provided that the custodian was not “subject to the direction or control of any corporate constituency and shall not be required to take any course of action that any corporate constituency may favor or disfavor.” In a statement, Shawe described the decision as “a way to control, circle the wagons and protect the establishment. We really didn’t expect anything different, and we’re hoping to get some justice in the appellate court.” Shawe said the dispute involved $1 million to $2 million monthly in custodian bills, with the attorneys involved on the custodian side taking the position in court that “it wasn’t in TransPerfect’s best interest to see its own bills, so we didn’t have an opportunity to challenge them.” Ross Aronstam & Moritz declined to comment. TransPerfect Global Inc. is represented by Frank E. Noyes III of Offit Kurman PA and Douglas Capuder of Capuder Fazio Giacoia LLP. Ross Aronstam & Moritz and Garrett B. Moritz are represented by David E. Ross, Bradley R. Aronstam, Eric D. Selden, S. Michael Sirkin, Adam D. Gold and Benjamin Z. Grossberg of Ross Aronstam & Moritz LLP. The case is TransPerfect Global Inc. v. Ross Aronstam & Moritz LLP and Garrett B. Moritz, case number 2021-0065, in the Court of Chancery of the State of Delaware. –Editing by Robert RudingerOPINION Leo Strine #MeToo’d at Bourbon Street Bar? Former Chancellor Bouchard’s Rumored “relationship” with Tulane Law Professor? Kevin Shannon Co-Paneling with Judges to Steer Case Outcomes? … It’s One Dark Rumor After Another but rooted in circumstantial happenstance. … It all stems from Taxpayer Dollars being wasted In The Chancery’s Annual New Orleans, incestuous, back-scratching, road trip! Will Delawareans Continue to Allow Taxpayer Dollars to Finance Chancery March Madness in New Orleans? Dear Friends, Rumors are just rumors, but when there is enough smoke, one must consider the possibility of fire… This Tulane boondoggle is a virtual symbol of Chancery Court corruption, and it’s high time we shut the Good Ole Boys Club down in it, or at least stop Delawareans paying for it! I have heard more stories from more credible sources than I can remember about debaucherous behavior from these Delaware Law Supervillains in the Big Easy. It’s time to reign in this event! As I have said, Delaware’s Chancery Court and its parasitic cronies are the Purdue Pharma of the legal world, and this boondoggle party throwing is precisely analogous to the predatory tactics of the Purdue Pharma sales reps. Yes, Bouchard and Strine both resigned in disgrace—but before they were brought to justice for their corruption in the TransPerfect case. So, you might say, why do I care? Because history tends to repeat itself. Don’t defund the police. Send these racist corrupt cronies of Chancery a message, and… Defund the Chancery Court New Orleans Boondoggle!!! Call your elected representatives and defund Chancery’s Bourbon Street Debauchery. A link to the event: Please send your feedback on this, folks. It’s always appreciated and welcome. Respectfully Yours, Judson Bennett – Coastal Network P.S. For background on Bouchard-Era Corruption, and why it is so important to end it, please see my own article from 5 years ago calling out government corruption:
OPINION | THE TRANSPERFECT CASE IS ACTUALLY THE CASE  FOR THE IMPEACHMENT OF CHANCELLOR BOUCHARD


 What a shocker, folks! Whenever I read about Bouchard’s long-time friend and country club crony, Kevin Shannon of Potter Anderson, involved in a decision in Delaware’s Chancery Court, I have to wonder: It is another win!! What are the odds?? If you wanted mathematical proof that the Chancery Court, in my educated personal opinion, is now nothing more than a corrupt parasite that leeches off the people and businesses of Delaware, my view is that you need look no further than Kevin Shannon’s win percentage? Further, you may remember how many of the cast of cronies – who in my opinion, got rich or enriched their pals, off the backs of TransPerfect’s workers – all got super cozy with each other in the first place? They worked on Delaware’s 2nd most famous case, the Disney/Ovitz case: Shannon, Bouchard, and Kramer Levin (including Gary Navtalis himself) all worked as co-counsel against the shareholders – in fighting to allow management – to give Ovitz one of the largest executive severance payments in history. It’s just another amazing coincidence that could only happen in Delaware. It’s an outrageous disgrace in my opinion. As I see it – and it is my definite belief that these people are possible co-conspirators who met on Disney-Ovitz – I believe they’ve been working together to extract millions together in many ways ever since! Folks, the Chancery Court in my opinion, under Bouchard has been a corrupt disgrace for over 6 years. When I think about Chancellor Bouchard, Kevin Shannon, Jennifer Voss, and Bob Pincus, no matter how much I wash, I can’t feel clean. Something is way too coincidental, subjective, and seemingly inequitable. The verdict is still out on McCormick. Let’s pray for a better tomorrow. Please check out the article below and send your feedback, folks. It is always appreciated! Respectfully Yours, Judson Bennett Coastal Network Chancery Nixes Dyal Capital-Owl Rock Tie-Up Injunction By Jeff Montgomery Law360 (April 20, 2021, 5:04 PM EDT) — Sixth Street Partners Management Co. lost a battle Tuesday to block Dyal Capital Management’s $12.5 billion merger with Owl Rock Capital, after a Delaware vice chancellor branded its preliminary injunction motion as an unsupportable bid to force an undervalued Dyal sell-back of its stake in Sixth Street. Vice Chancellor Morgan T. Zurn, ruling after a hearing on March 24, found that Sixth Street’s suit and a similar, unsuccessful action by Golub Capital in New York “were part and parcel of a calculated effort to ‘muck up'” the Owl Rock transaction and create pressure for the buyout. Dyal, a multifaceted holding of Neuberger Berman Group, acquired an interest in Sixth Street’s $50 billion business in 2017 through its third unit, Dyal III. In December, however, Dyal announced a planned merger with Owl Rock Capital, a credit business that Sixth Street views as a competitor and a potential beneficiary of Dyal’s access to Sixth Street’s proprietary information. Sixth Street said in a complaint earlier this year that Dyal intended to funnel knowledge gathered from its stake in Sixth Street into the merged Dyal-Owl Rock business – to be named Blue Owl Capital Inc. – despite prohibitions in the 2017 Dyal-Sixth Street investment agreement. It sued both Dyal and Neuberger Berman. “Sixth Street’s concerns about misuse of its confidential information in the hands of a competitor are speculative at best and cannot support a preliminary injunction,” Vice Chancellor Zurn wrote. “Since filing, nothing in the record indicates Sixth Street ever actually became concerned about its confidential information. Rather, the record further undermines Sixth Street’s purported irreparable harm.” In a statement released Tuesday, Dyal said, “We’re pleased with this resounding victory. We look forward to completing our strategic combination and remain on track to do so in the first half of this year.” Dyal’s five limited partnership funds manage passive minority equity in 50 private investment businesses. General partners, controlled by Neuberger, manage the LPs, with Dyal III acquiring a passive minority stake in Sixth Street for $417 million in 2017. The deal provided Dyal with limited information rights needed to monitor its Sixth Street investment but not competitive information. Vice Chancellor Zurn said Sixth Street’s own senior executives noted the distinction while reassuring their investors about risks from the Owl Rock deal late last year, “reiterating its lack of concern on multiple occasions.” Sixth Street’s posture changed early this year, the court said, with an assertion that the Dyal-Owl Rock merger required Sixth Street’s consent in what the court concluded was an effort to force a buyback. Although Dyal offered additional assurances, Sixth Street demanded buyback of its stake for the same $417 million price paid in 2017, despite indications as early as 2018 that Sixth Street’s value had risen to $6 billion, implying a $700 million value for Dyal’s holding. During arguments in March, William Savitt of Wachtell Lipton Rosen & Katz LLP told the vice chancellor, “There’s an active, guerilla war campaign on behalf of Sixth Street to block this deal.” He said the injunction effort “confirms to us that what we’re talking about here is an attempt to get leverage to force a buyback at non economic terms, to create a windfall in Sixth Street’s favor.” A Sixth Street spokesman said Tuesday, “We entered into our agreement with the understanding that Dyal would be our partner and not our competitor. We are disappointed that Dyal and Neuberger’s unreliable narrative was the basis of today’s decision, and we will consider appropriate options. Our focus always has been and continues to be providing value for our stakeholders.” During arguments last month, Andrew Rossman of Quinn Emanuel Urquhart & Sullivan LLP, counsel for Sixth Street, said, “The bedrock principle in hundreds of years of partnership law is ‘You get to pick your partner.’ That’s what this case is about.” Vice Chancellor Zurn found that Sixth Street’s effort “threatens the interests of a panoply of parties interested in the Dyal-Owl Rock transaction, “including Neuberger and Owl Rock investors who are in no way implicated in Sixth Street’s relationship with Dyal III.” The decision also noted that Sixth Street’s attorney also represented Golub Capital in its unsuccessful attempt earlier this month to block the deal in a New York state court. The court rejected all of Sixth Street’s claims, including an alleged breach of a transfer restriction in the 2017 investment agreement and tortious interference with a contract. Dyal violated none of the Sixth Street agreement’s transfer restrictions, the vice chancellor found, adding that “Sixth Street’s interpretation would have the court enjoin a transaction at any level of Dyal’s corporate pyramid, regardless of whether that entity was explicitly bound by the transfer restriction.” “Sixth Street’s concerns about misuse of its confidential information in the hands of a competitor are speculative at best and cannot support a preliminary injunction,” the vice chancellor wrote. Sixth Street Partners LP et al. are represented by Michael A. Barlow and Eliezer Y. Feinstein of Abrams & Bayliss LLP, and R. Brian Timmons, Andrew Rossman, Corey Worcester, Maaren Shah, David Mader and Kimberly Carson of Quinn Emanuel Urquhart & Sullivan LLP. Dyal Capital Partners III et al. are represented by Kevin R. Shannon, Christopher N. Kelly and Daniel M. Rusk of Potter Anderson & Corroon LLP, and William Savitt, Stephen R. DiPrima, Corey J. Banks, Nathaniel D. Cullerton, Daniel H. Rosenblum and David P.T. Webb of Wachtell Lipton Rosen & Katz. Neuberger Berman Group LLC is represented by Robert S. Saunders, Sarah Runnells Martin, Jacob J. Fedechko, Susan Saltzstein and Shaud Tavakoli of Skadden Arps Slate Meagher & Flom LLP. The case is Sixth Street Partners Management Company LP et al. v. Dyal Capital Partners III (A) LP et al., case number 2021-0127, in the Court of Chancery of the State of Delaware.

Delaware Supreme Court Chief Justice Seitz Creates Bench and Bar Diversity Project!

Dear Friends, The history books will never give TransPerfect employees credit, but make no mistake, they took on, what I consider, blatant corruption in Andre Bouchard’s Chancery Court, and have successfully driven change. In my view, without the tenacity of TransPerfect workers, the Chancery and most of the Delaware judiciary would have remained all-white for years, perhaps decades. TransPerfect employees deserve 100% of the credit for integrating the Delaware court system from a racial and gender perspective. Behold… C.J. Seitz’s now officially recognizes the problem. Coincidence? Or did the screams of Bouchard’s victims and their families become too much to bear… I think the latter. Furthermore. I hate to break this news everyone, but cases in Chancery in front of Bouchard were decided by who Bouchard’s elite political friends were – including his Selenium prep school buddies, as I understand it based on my research. Cases were not decided on the witnesses, the testimony, or the evidence during his entire reign and the evidence is overwhelming, as I see it. This illegal back scratching was bound to end someday, but the powers that be eventually heard the cries of TransPerfect’s oppressed workforce, and Chancellor’s ouster ensued. Chancellor Andre Bouchard was the quintessential reverse Robin Hood, stealing from the poor, and lavishly bestowing riches upon his elite circle of socialites. How powerful was Bouchard? Powerful enough to be protested by minority workers all day in front of the Court House, with a giant Inflatable Rat named “Douchard,” – and according to my sources – he was so powerful that he personally got all media coverage of the protest blacked out – and hidden from the public. Is there any American that believes a powerful judge of questionable ethics should have veto power over what the News Journal prints? It’s disgusting and un-American. Seitz just announced a diversity project, to review racism in Chancery and other courts? Enjoy this past Sunday’s ad and the full article below. As always, your feedback is welcome. Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar] Bench and Bar Diversity Project announced By Delaware Business Now May 17, 2021 Delaware Supreme Court Chief Justice Collins J. Seitz, Jr. announced the Delaware Bench and Bar Diversity Project. This project, launched in collaboration with the National Center for State Courts (NCSC) and AccessLex Institute, will be led by a steering committee composed of judicial officers, individuals, and organizations working to build and sustain a more diverse Delaware bench and bar. The Project is the first of its kind strategic effort to address diversity issues in the legal field, a release stated. The project will make recommendations that will help attract and retain diverse members to the Delaware Bench and Bar. “The National Center for State Courts and AccessLex Institute are committing their formidable experience, expertise, and resources to support our project. These organizations have been at the forefront of helping state courts and bars study diversity issues and recommend meaningful steps to address the lack of diversity in the legal profession,” Delaware Supreme Court Chief Justice Seitz stated. Founded in 1971 by the Conference of Chief Justices (CCJ), NCSC is the organization that people turn to for authoritative services, knowledge, and information regarding the state courts and their operations. Headquartered in West Chester, Pennsylvania, AccessLex Institute is a nonprofit member organization composed of the nearly 200 American Bar Association-approved nonprofit and state-affiliated law schools. AccessLex has knowledge and understanding of the diversity issues facing law schools and the legal community. AccessLex has been instrumental in helping states and other entities develop pipelines and other initiatives to support aspiring lawyers and law students in becoming licensed members of the legal profession, a release noted. Seitz continued: “With Supreme Court Justice Tamika Montgomery-Reeves as a co-chair, we are going to study diversity issues in the Delaware legal community from top to bottom. We need to ensure the public is being served by a high-quality legal profession that reflects the diversity of our society. I recognize it will take some time. But we’re excited to get started. I know our effort will make Delaware a national leader in tackling diversity issues and bring us closer to the goal of a diverse and welcoming legal community in the First State.” Gov. John Carney recently came under fire from a group known as Citizens for a Pro-Business Delaware for not nominating a black member to the Court of Chancery after Vice Chancellor Montgomery-Reeves moved to the high court. Citizens is a group tied to TransPerfect, a company that went through a dispute over ownership in Chancery Court.OPINION 

 

Dear Friends, 

 

Look at this Bloomberg Law story below, folks. Once you understand the reality, if it doesn’t piss you off, I don’t know what will. This is the way it appears to me: Apparently former Chancery Court Chancellor Andre Bouchard got filthy rich on the backs of workers and shareholders? It’s outrageous and it should make you mad, and it sure angers me.

The main issue is the hypocrisy of Andre Bouchard who did all he could in my opinion to flood the Chancery Court with disruptive litigation involving insipid, non-complete voting proxy information, when he was in private practice, but when he became a judge, so much of his adjudication in my view, required certain presentations to be “plainly material” rather than the supportive material, which was officious and over-burdened the overall court operations. However, once he was a judge, Bouchard’s “material requirements” were, as I see it, just another way to reward his cronies because it was specific in his direction how to proceed, as happened in the billing disputes in the notorious TransPerfect case?

 

As far as I can tell, this man’s business experience before being a judge was running a 5-person law firm, which was the business equivalent of an ambulance chasing a plaintiff’s firm. How did Delaware ever consider this man competent to make decisions affecting thousands of workers? One reason is, the vetting process was non-existent and the appointment process is political. I think the whole Senate hearing on Bouchard lasted about 15 minutes?

 

While the article is complicated, the main point is that through legal angles used by many Delaware lawyers to pump up their financial achievements to the max, amounts to a TAX—a litigation tax, “Pay a Lawyer Tax”, when litigation should not be necessary, indeed helped along by Bouchard when he was in private practice and made into a material evidence requirement when he became Chancellor? Just more of the “Delaware Way”, folks! 

 

Let me know your thoughts on this and keep the feedback coming! I always appreciate all of your support and kind words, especially so over the past month. 

 

Respectfully Yours,  

JUDSON Bennett-Coastal Network

 

 

Remove the ‘Litigation Tax’ on Public M&A Transactions

May 7, 2021, 4:00 AM

  The number of merger and acquisition-related lawsuits claiming a merger proxy sent to public stockholders omitted material information will continue to increase—especially in the SPAC era, Vinson & Elkins’ Michael Holmes predicts. They unnecessarily clog already busy courthouses and act as a “litigation tax” on companies and stockholders, he says.
In recent years, the vast majority of mergers and acquisitions of public companies have been subjected to not just one, but multiple lawsuits claiming that the merger proxy sent to public stockholders omitted material information. Our experience in the SPAC-era suggests that the incidence of these cases will only increase.  Certainly, there is nothing wrong with seeking judicial redress for legitimate allegations of inadequate disclosure or unfair process (and indeed we litigate and try many such cases). But most of these cases are unoriginal, regurgitating the same laundry lists of alleged omissions from one case to the next.  Their ubiquity calls into question the legitimacy of all suits challenging a merger, meritorious or not. Worse, they unnecessarily clog already busy courthouses and act as a “litigation tax” on companies and their stockholders. Reform is needed.

Meaningful Disclosure Lawsuits Are Rare

Disclosure lawsuits are hardly new. In the late 1990s, these lawsuits were often intellectually stimulating and hotly contested. Thanks to the sort of erudite decisions for which the Delaware Court of Chancery has become known, disclosure law has become fairly well-settled. Consequently, meaningful disclosure lawsuits are few and far between. Yet, the suits remain prolific. Up until a few years ago, these cases were most often resolved through an early settlement in which the defendant company would make additional disclosures and pay attorneys’ fees approved by the court (often in the mid-six figures) in exchange for a release by the plaintiff on behalf of all other stockholders of claims relating to the transaction.  Though subject to confirmatory diligence by the plaintiff and court approval, these settlements were nonetheless viewed with skepticism. As recognized by a 2014 New York trial court opinion in City Trading Fund v. Nye, defendants agreed to these settlements not because the claims had merit, but because settling almost always cost far less than the amount required to litigate and it removed any risk, however remote. Fed up with the proliferation of these lawsuits and their pernicious effects, Delaware’s Court of Chancery (once the primary forum for these cases) adopted a heightened standard for reviewing settlements in 2016. In In re Trulia Inc. Stockholder Litigation, Chancellor Andre Bouchard required that additional disclosures be “plainly material” rather than simply additional helpful information in order to warrant payment of the plaintiff’s attorney’s fees. Trulia had the desired effect of rendering such lawsuits almost extinct in Delaware. Unfortunately, Trulia did not stop the lawsuits from being filed elsewhere. Though the fees paid to plaintiffs’ counsel are now less than they used to be and though a smattering of courts, such as the New York opinion referenced above, have rebuked these lawsuits, they continue to flourish. A recent study by Cornerstone Research reflects that more than 80% of public M&A transactions announced in 2018 were subjected to more than one of these sorts of lawsuits, and my personal experience suggests that number has grown, particularly with the increase in public M&A deals caused by the recent SPAC phenomenon.  As for the most popular forum, it’s federal court, where more than 90% of all such lawsuits are now filed, asserting the same sorts of alleged omissions as were asserted in Delaware only under the federal securities laws (as opposed to the fiduciary duty claims asserted in Delaware). Today’s resolutions almost never require court approval. Cases are resolved through out-of-court “mootness” settlements in which the defendant makes some additional disclosures and then in some cases pays the plaintiff’s lawyer a so-called “mootness fee.”

Reform Recommendations

Reform is necessary, and there are many ways to do it. Perhaps the easiest would be for the federal courts to require approval of any mootness fee under a uniform, heightened standard akin to Trulia A recent Southern District of New York opinion issued in connection with Energy Transfer LP’s acquisition of SemGroup Corp. (a case in which my firm represented the defendants) denied any fee in connection with mooting disclosures based on the court’s finding that disclosures of the sort plaintiffs regularly seek in these cases do not impart a “substantially benefit” to stockholders.  In that case, however, the defendants had to contest the fee request to obtain redress, which many defendants understandably elect not to do based on a cost-benefit analysis. If federal courts made such review mandatory, it would likely lessen the incidence of these cases just as Trulia did in Delaware, while at the same time protecting colorable claims. There is some precedent for this approach in how we currently treat derivative lawsuits, the dismissal of which requires court approval. Assuredly, there are many options that could further limit filings, including requiring a plaintiff verify complaints under penalty of perjury, providing justification for the voluntary dismissal of such lawsuits, and lowering the bar for defendants to obtain an award of attorneys’ fees with respect to lawsuits deemed to seek only additional, immaterial information. This column does not necessarily reflect the opinion of The Bureau of National Affairs, Inc. or its owners. Write for Us: Author Guidelines

Author Information

Michael Holmes is vice chair-elect of Vinson & Elkins and serves as the co-head of its Complex Commercial Litigation practice. He is also a member of the firm’s management committee.
OPINION Happy to report on good news, folks. What a feel good story for the thousands of workers FORMER Chancellor Andre Bouchard terrorized for years – and stole their raises and Christmas bonuses, and converted over $50 million to his friends at Skadden and his other cronies. I’ve developed more contacts inside TransPerfect’s 6,000 person organization than any other reporter over the years. I learned TransPerfect is giving ALL its workers a total of $3 million in “anti-corruption bonuses” to celebrate Bouchard’s ouster and the lack of state-sponsered looting, that the company expects will end under Delaware Chancery Court’s new regime. Further, I obtained from an inside source, an actual copy of the April 1st INTERNAL MEMORANDUM in which company CEO Philip Shawe announced the bonuses to TransPerfect’s 6,000 workers! WHAT A FEEL GOOD STORY! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Judson Bennett-Coastal Network[/avatar] Text of Company Memo below: TransPerfect Team, It’s been a year since everything changed, and while there is optimism on the horizon, the world continues to weather the storms of 2020. In the wake of inexorable change, relentless adversity and living in a society forced to reckon with its own harsh realities, TransPerfect team members have pulled together for each other, our communities, and our clients. I am both incredibly proud and grateful for the way you have persevered. As we begin the second quarter, I wanted to share some important updates from our internal scoreboard: TransPerfect 1 – Tolerating Racism 0 TransPerfect unconditionally condemns all forms of violence, discrimination, racism, harassment, and xenophobia. We stand in solidarity with our colleagues of Asian and Pacific Island descent and with API communities across the globe. The recent murders of eight individuals in Atlanta-six of whom were women of Asian descent-as well as the despicable assaults that have taken place in cities across the U.S., most recently in New York this week, remind us of the dangers that minority communities continue to face. TransPerfect’s Diversity & Inclusion Oversight Committee (DIOC), which is comprised of employees from various departments and locales around the world, will continue its efforts of building on our own commitment to diversity as a defining core value. This team will ensure that content focused on being an anti-racist organization is a core component of our Diversity Month programming, which is slated for release in May (more information on this to follow). As I’ve said before, nothing is more important than your health, safety, and well-being. If you feel you are in need of assistance in this regard, I encourage you to reach out to your supervisor, our Senior Management team, HR, or me directly. Please know that I stand with you and all of the members of our global team. TransPerfect 1 – Stagnation 0 While I’ve missed being able to coach in person over the past year, part of TransPerfect’s success lies in its focus on growth. For businesses to withstand the test of time, growth is not an option, it is a requirement. Profitable growth creates interesting and varied career paths, allows team members to share in the company’s success via raise budgets or other incentives, and provides an objective measurement to tell whether or not the value of the services and technology we provide our customers is increasing. I’m pleased to report that Q1 2021 is on track to be our best-ever start to a year. What will be particularly impressive about whatever growth rate your teams achieve in Q1 (March billing is still pending), is that it will be 100% organic growth. By our definition, the revenue from our merger-partners is only counted as M&A revenue if the merger occurs in the current year or the previous year. With Covid putting a halt to M&A activity in 2020, all revenue growth your teams create in Q1 will be considered organic, which is all the more impressive. If everything that is possible to bill in our systems actually gets billed in March, we’ll have a chance to break $80 million in a single month-for only the third time in history. Please be conscious of this potential milestone as we bring Q1 to a close. TransPerfect 1 – Too Busy for Vaccination 0 As a policy, TransPerfect does not give health, tax or legal advice to team members. However, we do know enough to recognize that the world is not an equal place when it comes to the distribution of the COVID-19 vaccine. If you are fortunate enough to have access to the vaccine, and you wish to get vaccinated-please do not let a busy work day deter you. Your health and safety are of paramount importance to TransPerfect and its management team. As with any health-related matter, if you feel you are too busy at work to tend to it, please talk to your manager, and they will work with you to make time. TransPerfect 1 – Corruption 0 The public battle waged between TransPerfect and its employees on one hand, and Chancellor Andre Bouchard and a cabal of Delaware aristocrats on the other hand, will come to an end on April 30th. Amidst controversy from his handling of the TransPerfect case, the Chancellor will resign at the end of this month. For those of you who don’t understand why this is important, or how it affects you personally, this may help explain: the amount of money Chancellor Bouchard has ordered TransPerfect to pay to court agents (many being members of his social circle in Delaware) for their unwanted “help” now stands in excess of $50 million. Furthermore, during this 3+ year government occupation of TransPerfect, no employee was allowed to see these bills or even know what work was alleged to have been done. The reason this affects you, and every other TransPerfect team member, is because the funds that the judge so capriciously doles out to his cronies is hard-earned money that the company was paid in exchange for your hard work providing services and technology to our clients. A team with lesser character and grit wouldn’t have survived, or would have been gobbled up by a competitor. Instead, TransPerfect rose up to meet every challenge-including this existential threat-and extended our growth streak to well over 100 quarters. Thanks to your professionalism and diligence, we are now approaching our 30th consecutive year of profitable growth. In closing, as the Delaware Chancellor resigns his position with over five years remaining on his term, I can’t help but imagine what the fictional character Omar Little of The Wire might say to Bouchard if he were witnessing these events… perhaps, “You come at TransPerfect, you best not miss.” TransPerfect Team Members 500 – Old Boys Club of Delaware 0 TransPerfect prides itself on being a Meritocracy. For that reason, we generally don’t like compensation items in which every team member is treated the same-we call these “equalizers” and they are generally frowned upon. However, there are certain moments in history that are rallying cries and a call-to-arms. Chancellor Bouchard’s early retirement is one of these times-for far too long, he has ordered us to pay too much of our profits, for no value, to those inappropriately close to him. In Chancellor Bouchard’s final days on the bench, I fully expect that he will write more orders with inflammatory rhetoric, and attempt to force us to pay millions more for nothing. But, “this too shall pass.” To celebrate the end of the Chancellor’s painful and expensive stranglehold over TransPerfect, ALL of you who are full-time, benefits-eligible, and permanent employees as of his retirement date, April 30th, will receive a bonus of US$500. If it was in my power to safely fly you all into New York to celebrate this occasion together, I surely would. But alas, I cannot, so instead please accept this bonus, and the eternal gratitude of our management team for seeing us through to this moment in history. Onward and upward, Phil Shawe, CEO and Founder p.s. There is a widely known tradition in the United States and other parts of the world known as April Fool’s Day, in which, on the first day of April, it is customary to play jokes on one another. For the avoidance of doubt, this communication is in no way a joke, except for maybe the Omar Little quote-it is actually Ralph Waldo Emerson. Thanks again everyone.

You Will Be Missed By No One Except Your Cronies, Who You Made Rich Stealing From TransPerfect Workers

What this judge has done makes me sick folks. A real travesty for America’s First State and for our once prestigious Chancery Court. The last time a robed man abused his position this bad, the Boston Globe won a Pulitzer Prize for the movie Spotlight. Make no mistake, he was a rat until the end, a rat from his first day to his last. Let’s understand this from the shareholders point of view. They have built this company for 30 years. That’s most of their lives! The half-owner got $285 million, and the court made them spend $244 million to get to that. So Elizabeth Elting, Philip Shawe and his mother Shirley Shawe all lost, and who happened to win here, folks? All the buddies of the judge. The custodian got $44 million and with this circus Bouchard got the other two parties in this battle to spend $100 million each in legal fees, so basically to generate $285 million, Bouchard had the parties spend $244 million. Let’s understand something folks, I don’t know how he wasn’t taken out of the courthouse in handcuffs. Truly outrageous! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar] Skadden Docked Over $625,000 in Unreasonable Fees Based on TransPerfect Objections NEW YORK & WILMINGTON, Del.–(BUSINESS WIRE)–Apr 30, 2021– Today, TransPerfect announced that it has achieved a 15% reduction in outstanding fees sought by Robert Pincus, the ex-Skadden partner who occupied TransPerfect as custodian for more than three years. TransPerfect believes the decision validates claims that Skadden, acting as a State Actor, had engaged in unethical billing practices and fee gouging. Skadden, Chancellor Bouchard’s previous employer, came under national criticism during its three-year occupation of the translation industry’s largest and most successful company. Practices included multi-million dollar invoices labeled with only “legal services,” containing no specificity or support for the alleged work. Upon being ordered to disclose the nature of these fees, it was determined that Skadden overbilled TransPerfect by more than 15%. “It’s unfortunate that Chancellor Bouchard had to wade through eight years of darkness, until his last day in public office, to finally see the light. I cannot help but wonder if it was the watchful eye of the Federal Courts that kept Bouchard in check,” stated Phil Shawe, President and CEO of TransPerfect. During the company’s eight-year battle in the Chancery Court, Bouchard and the Delaware Courts forced TransPerfect owners to spend approximately $244 million in legal and custodian fees so that one partner could be bought out for $285 million in after-tax value. This amount was less than many voluntary offers to settle the dispute dating as far back as 2016. U.S. District Court Judge Mark Kearney recently ruled that Chancellor Bouchard had “ordered TransPerfect to pay approximately $44.5 million in undocumented fees and costs.” TransPerfect continues to explore its legal recourse based on this finding and others. In closing, TransPerfect’s corporate counsel, Martin Russo of Russo PLLC said, “Notwithstanding the unnatural relationship between the Chancellor and his former employer and his clear bias, Skadden’s fees were reduced by more than 15%. That indicates to me that TransPerfect is entitled to a minimum of $2.25 million in further reductions on Skadden’s still-undisclosed bills of more than $14 million, rubber stamped by Bouchard and not reviewed by any party or even the judge.”

The Delaware Court of Chancery is characteristic in handling and solving disputes and lawsuits involving corporations’ internal affairs and other commercial entities in Delaware. A chancellor presides over the court with the help of five vice-chancellors.

After serving for five years, Chancellor Andre G. Bouchard is retiring, having served less than half (6 years) of his term. In this article, we look at what leads to his retirement, his achievements and cases, and who is set to replace him at the helm. The article also sheds light on the TransPerfect case and its influence on Bouchard’s leadership.

Chancellor Bouchard Prior to His Appointment to the Court of Chancery

The Honorable Andre G. Bouchard has served as the Chancellor of the Court of Chancery since May 5, 2012. Before his appointment, Chancellor Bouchard worked in the private practice in Wilmington, Delaware, for 28 years as the managing partner of his corporate and commercial litigation firm, Bouchard Margules & Friedlander, which he founded in 1996.

Chancellor Bouchard also served in the capacity of a corporate litigator in the Delaware office of Skadden Arps, Slate, Meagher & Flom before founding Bouchard Margules & Friedlander. The Walt Disney Company case against its investors’ claims of a wasteful $140 million severance package paid to Michael Ovitz in 1997 marks one of his most notable lawsuits in private practice.

Bouchard’s Legacy, Notoriety, and Notable Cases as the Head of Chancery Court

The Chancellor handled numerous remarkable cases during his tenure. Bouchard oversaw the highly controversial TransPerfect case, between the company’s President and New York business mogul, Phil Shawe, and his ex-partner and fiancé Elizabeth Elting.

Corwin v. KKR Financial Holdings LLC (2015) is another of Bouchard’s landmark cases, which differently reorganized mergers and acquisitions litigations. The case gave rise to the doctrine of “Corwin cleansing,” as Bouchard pointed out.

The TransPerfect Case

In a controversial move, Chancellor Andre Bouchard ordered the sale of TransPerfect in favor of Elting. In this process, he also hired former Skadden Arps colleague and friend Robert Pincus as custodian to oversee the sale of the company.

Opposed to the ruling, Shawe bought out Elting’s interests and control of TransPerfect. This ruling has brought Bouchard more criticism by other groups such as the Citizens for a Pro-Business Delaware (CPBD).

Shawe’s and TransPerfect’s attorneys have even filed a lawsuit against Robert Pincus for the undisclosed bills he and his firm, Skadden Arps, continuously charged the company. Bouchard ordered the company to make a $45 million payment to cover fees and expenses to Pincus, his law firm, and other parties with a non-disclosure requirement. Two years after the case was settled, Pincus continued to bill the company for undisclosed fees, including a $1,475 an hour fee. As the Chancellor in charge of the case, Bouchard faced criticism from many in the business community for allowing this to happen.

Why Is Chancellor Andre Bouchard Retiring Now?

Chancellor Andre Bouchard has decided to retire after more than 34 years in the Delaware Court of Chancery. He tended his letter of resignation to Governor John Carney, which is meant to take effect from April 30, to spend more time with his family and pursue personal interests.

The retirement comes after five years in office, with seven years remaining in his term. One must wonder why the Chancellor has cut his term so short, and whether heat from the controversial TransPerfect case convinced him to abandon his post early.

Kathaleen McCormick is Carney’s Choice to Replace Bouchard

Gov. Carney is likely to replace the outgoing Chancellor with the Vice-Chancellor, Kathleen McCormick. The new head of the Delaware Court of Chancery is expected to help the governor avert the high criticism from CPBD. Will a Chancery Court under McCormick get back the integrity lost under Bouchard?

Coastal Network

The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond.

 

For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.com

Chancellor Bouchard and Once-Proud Chancery Court In Shambles

Dear Friends, Check out this news story below, all the way from Spanish newspaper Sueldos Publicos. This is brilliant journalism that captures the Chancery Court drama and corruption going on now in our once-proud, now broken equity Court. The lack of transparency and the cronyism by Andre Bouchard, in my view, has brought a bright spotlight of shame onto our Delaware Court of Chancery and to his Chancellor seat. It’s no wonder he’s resigning next month with more years left on his appointed term than he has served. The story states bluntly, “Some outlets describe the state of Delaware as ‘the most secret tax haven in the world’ as it allows both legitimate companies and criminals to hide money through shell companies.” It’s more than outrageous that $250 million has been swindled from TransPerfect. Read the translated story below and send me your feedback, folks. Change is coming! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar] Delaware or how a state can sink its economic reputation with non-transparent decisions In recent years, the reputation of this state of the United States has sunk due to a lack of transparency and opacity of the companies based there JS Mill Jr. @public salaries Monday, March 22, 2021 Can you imagine that the Superior Court of Justice of a Spanish autonomous community had the power to seal judicial records, order forced sales of companies and act with a total lack of transparency? Well, something similar is happening in Delaware, United States, in one more episode that reaffirms the lack of administrative and institutional opacity of what was one of the leading states for the creation of companies in the United States. In recent years, Delaware’s reputation has been sunk by the lack of transparency and opacity of the companies that do business in this state on the East Coast of the United States. It should be remembered that a part of your tax income comes from this activity. Therefore, if those investors who want to hide their fortune, but also criminals, detect that the state administration begins to demand accountability, origin of the assets and nature of the businesses, they will probably run with their fortune and savings elsewhere. . And Delaware is interested in keeping that income. In this sense, the Division of Corporations is a public body within the Delaware Department of State. It is designed to make a smooth arrival to companies that want to install their headquarters in this State. As part of this accompaniment, it is in charge of protecting both its internal operations and the details about the approximately 1.5 million companies incorporated in this state, as indicated by the investigation of the digital newspaper Delaware Call . The business of creating new companies is booming , since in the last two years more than 200,000 new business entities have been formed, that is, about 550 a day, according to reports published by the Division of Corporations. This body charges Limited Liability Companies and Limited Companies an annual franchise tax of $ 300 and corporations pay between $ 225 and $ 200,000 depending on the number of authorized shares the company has. According to published information, these taxes are hardly related to the operation of the companies’ assets. That is, we are talking about paying a fee to allow the existence of the firms and asking few questions. Some outlets describe the state of Delaware as “the most secret tax haven in the world” as it allows both legitimate companies and criminals to hide money through shell companies, which has resulted in criminal activities such as money laundering and even human trafficking. Criticism of this model came in the early 2000s, when the FBI began fighting corruption and tracking criminal activity . In 2009, a global coalition lobbied governments to lift the veil of business secrecy. Among them the Obama Administration . The objective was to present a battle against money laundering and tax evasion. Delaware is one of the fifty states that make up the United States, formerly known as one of the most interesting states for business creation. It is a small area with a huge financial enclave. While its population does not reach one million inhabitants -973,764 inhabitants, according to the United States Census Bureau -, more than 1.3 million entities are registered in this territory. In other words, Delaware has more businesses than citizens . Its legal framework and jurisprudence are beneficial and flexible, which is why it welcomes huge multinationals such as Apple, American Airlines, Coca-Cola and Google, among others. For 36 years, the current president of the United States, Joe Biden, was a senator from Delaware, according to Biden’s file on the Casablanca website development (insert internal link). This small state was his place of residence before his move to Casablanca. The TransPerfect Case One of the most notorious recent examples of the one-sidedness and lack of transparency of the State of Delaware was the TransPerfect Case in which the judge of the Supreme Court of Delaware , André Bouchard , decreed the forced sale of a private company, with benefits, and unilaterally in an unprecedented move in the corporate arena. Transperfect is a firm dedicated to the translation business and its second largest delegation worldwide is located in several cities in Spain. The firm closed 2020 with revenues of more than 700 million euros. In addition, it has offices in Barcelona, Madrid and Palma de Mallorca , with Spain being the second country in the world where the multinational has the most employees, only behind the United States. The controversial decision of the judge endangered more than 4,000 jobs worldwide – more than 600 in Barcelona – since the sale of the company could have ended up in the hands of vulture funds that would not have hesitated to chop up the company and sell it, destroying wealth, wealth and the future of thousands of workers and their families. Fortunately, the forced sale of the firm was resolved with the purchase of the majority shareholder who bet on improving competitiveness, attracting companies and generating employment. The case had a great media impact both in the US and in other countries, including ours. The implausibility of the case not only undermined the reputation of Delaware and its institutions as a business-oriented state, it set off all alarms. The “opacity” with which Bouchard dealt with the issue was striking, since the judge concealed the judicial file months after the sale , something contrary to the current US legislative framework, and which fueled suspicions of irregularities in the process. more than 30 law firms, global investment banks and entities specialized in M & A’s (mergers and acquisitions) for the resolution of the conflict. All the expenses of the case had the approval of Judge Bouchard, who on occasion has affirmed to be friends with the attorneys who benefited the most from the forced sale of TransPerfect. The US courts are investigating the judicial team that managed the company’s sale process due to a lack of transparency, possible conflicts of interest and even alleged discrimination during 2017, when the company was under their control. What’s more, irregularities committed while representatives of the Delaware Supreme Court led the company may also be addressed, such as the $ 250 million that allegedly disappeared from the firm’s bank accounts. The company itself has stated on several occasions that the case is being investigated, which has resulted in them having to pay significant amounts of money to pay for this process. As a result of this case, the citizen association Citizens for a Pro-Business Delaware . It calls for changes in the state’s judicial system, since there is a “dangerous lack of transparency” in it, according to the association’s spokesman, Chris Coffey. In addition, Coffey warns that this has a negative effect on his reputation and warns of the serious problem of revolving doors in the courts and law firms of Delaware. Citizens for a Pro-Business Delaware was created in 2016 by workers of the TransPerfect company with the aim of fighting against the sale of the company and fighting for transparency in the handling of the case by the Supreme Court.
OPINION
Dear Friends,
After hearing the notorious law firm of Skadden Arps present, in my view, ridiculous and absurd information defending their suspicious billing practices, which included billing for time spent generating bills, to the tune of $200,000, I was frankly appalled. Additionally, millions of dollars were submitted for work not itemized — but blatantly approved by Bouchard — for work supposedly done by Robert Pincus, who was appointed as TransPerfect’s custodian by Bouchard. Pincus is a former business partner and pal of Andre Bouchard’s. Both worked at the scandalous law firm of Skadden Arps.
There are outrageous and unreasonable invoices here folks, without explanation as to what work was supposedly done? The looming question: How will Bouchard rule??
During a recent hearing, after both sides presented their evidence and positions, Bouchard ordered Skadden Arps to submit an affidavit validating and substantiating their bills. Bouchard, who has, in my opinion, offered nothing but subjective rulings and biased conduct throughout the entire case and has clearly involved himself in appearances of impropriety, now has an opportunity to offer a fair and equitable decision for a change!
Considering Bouchard is leaving his office next month — 7 years early — this may be his “swan song?” He has an opportunity to end this incessant nightmare of ripping off a talented entrepreneur like Philip Shawe and hurting bonuses and raises for TransPerfect workers. Will Andre be equitable for a change?!
If Bouchard rules that it is appropriate to create an invoice for the time it takes to generate bills, then he will be establishing a landmark precedent. Every lawyer in Delaware will go wild with their invoices! Bouchard offered a hint that perhaps this might be removed from being supported in the forthcoming Skadden affidavit? Was he also looking for substantiation of similar hourly rates in the Philadelphia/Wilmington legal market? TransPerfect has maintained throughout this entire ordeal that the $1,450 per hour that Robert Pincus was charging was not in line with local billing practices and the huge amounts were hardly in line with standard operating procedures. Apparently, according to my innumerable and reliable sources, Custodian Robert Pincus, who was Skadden’s operative, was hardly ever in the TransPerfect offices!
Folks, Delaware –the incorporation capital of the world — ironically now has the reputation of being business unfriendly? Bouchard, in his limited tenure, has severely hurt Delaware’s reputation through his subjective rulings in this case. As I see it, he made his friends and former partners rich on the backs of TransPerfect’s millions of dollars in forced legal fees. The purpose of the Court of Chancery is to provide equity, not utilize an opportunity to make your buddies rich from millions in punitive legal fees, that are unfair and without substantiation.
The way I see it, Bouchard can make a fair decision, compromise the billing, fix the problem, and rule in favor of TransPerfect. If he doesn’t, indeed his intentional short legacy, if you can call it that, will be considered in an extremely poor light. We will see what he does!
As always, your comments are welcome and appreciated.
Sincerely yours,
JUDSON Bennett-Coastal Network
www.CoastalNetwork.com
In 2016, an anonymous source working at Mossack Fonseca, a Panamanian law firm, leaked a huge database of records exposing companies using the country as a tax shelter. Many powerful international figures were implicated, including the prime ministers of Georgia, Iceland, Iraq, Saudi Arabia, Qatar, and Sudan. But there was a notable lack of Americans on the list. That’s because Americans don’t have to hide their wealth offshore. States like Delaware and Nevada offer the same advantages as countries like Panama here in the United States. Delaware is the sixth smallest state in the country, with a population of around 900,000, but over a million businesses are incorporated there, including over 60% of Fortune 500 companies.  Delaware makes almost half its tax revenue from a $300 per year licensing fee on limited liability companies (LLCs) incorporated in the state. Delaware has no corporate income tax, and allows company owners to remain anonymous. Residency in the state is not required to incorporate a company there. All that’s needed is a Delaware address to receive corporate documents. A single address in Wilmington is the home to over 250,000 companies, including General Motors, Apple, Google, and Walmart. While some in Congress have tried to outlaw such loopholes, well-paid lobbyists representing big corporate interests have thus far prevented any meaningful change. While some companies flock to Delaware because of the lack of regulation, others seek Delaware’s strong, well-developed body of case law. Corporate lawyers love the state because there is so much legal precedent, making it easy to predict the outcome of a lawsuit. Delaware even has a special court system, the Court of Chancery, designed specifically to deal with business disputes. Earlier this year, President-Elect Joe Biden was criticized for his relationship with Chancellor Andre Bouchard, who is the head justice on the Court of Chancery. Shirley Shaw, a New York businesswoman, took out ads in key swing states condemning Biden for supporting the court, which she claimed was “too male, too white and anything but open.” Her anger with Bouchard arose out of a 2016 ruling, in which the court ordered the sale of TransPerfect, a company co-founded by her son, Phil Shawe. Shawe and his ex-fiance, Liz Elting, started the company as students at NYU. After a breakdown in their personal relationship, Elting sued Shawe in an attempt to sell her portion of the company. After the two were unable to come to an agreement, the Court of Chancery, in a four to one ruling, ordered that the entire company be liquidated. This surprising move caused many, including former New York Mayor Rudolph Giuliani, to question whether Delaware would be able to retain its position as the best place to incorporate a business. It’s time for Delaware to reform its corporate secrecy laws and reduce corruption. However, even if this occurs, it won’t stop other states from becoming tax havens to secure lucrative tax revenue. States like Nevada and Wyoming are already emerging as alternative business hubs. Transparency, along with the removal of corrupt figures, is the only thing that can stop Delaware’s Court of Chancery from continuing on its path of crookedness.Dear Friends, There’s a big moment ahead in the notorious TransPerfect case in Delaware’s Chancery Court coming up tomorrow. Here’s what’s at stake, folks, and it’s mind-blowing: Somehow, court-appointed Skadden Arps attorney Robert Pincus has rung up $4.5 million in bills?! According to my sources this was all submitted in the last month?! You can’t even call this looting by Bouchard, it’s more than looting. Grand larceny about to be committed by Bouchard, as I see it! Employees I have talked to say Skadden has done nothing since the deal closed THREE YEARS AGO. Yet here comes Bouchard, to possibly steal their raises, pensions, and benefits again — $4.5 million more! This, on top of the $14 million for showing up at TransPerfect’s office twice in three years. Outrageous, Outrageous, Outrageous. It sets a dangerous precedent that cannot be tolerated in America’s First State any longer. This is not good for Delaware’s incorporation business! They looted TransPerfect because they felt they could. The question now is: What will Bouchard do now that he has nothing to lose?! For Delaware’s reputation, the Coastal Network denounces this charade! Please reach out to me if you are interested in stopping Bouchard’s reign of perceived improprieties in Chancery once and for all. Respectfully Yours,
[avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network   CoastalNetwork.com[/avatar]
OPINION
 
Dear Friends,
 
Having observed and analyzed the methods of the Delaware Court operations of both Andre Bouchard and Leo Strine, in my view, especially in Delaware’s now famous TransPerfect case, it’s easy to see why both have left or are set to leave their government-appointed posts well before their terms were up. Bouchard’s subjectivity, open bias, and appearances of impropriety made him clearly suspect to me. Strine’s obtuseness and arrogance during the appeal stimulated the same concern in my gut as I felt about Bouchard.
 
The way the TransPerfect case was handled was unusual and left many observers queasy. Indeed, huge amounts of money were paid out and there is doubt in many eyes as to the legitimacy of everything that happened. Actions speak loudly. And here we are now, with two of the most powerful men in our court system, resigned and resigning. That has to be unsettling for those who remain in power as to who could be next? 
 
There is much speculation and rumor as to the real reasons why Strine left and Bouchard is leaving. The Delaware Way is always at work and the official state government proclamations and reasons have been established.
 
Those of us who have followed these men and their cases, wonder if both Strine and Bouchard are smugly laughing at the system? Are both a lot richer coming out of this Delaware-insider, Good Ole Boy system? We may never know. We can demand that our state representatives appoint a new Chancellor with logical understanding of the law, based on objectivity and free of conflicts of interest.
 
Change is needed in the law in regard to Delaware’s judicial operation, especially in the Chancery Court and the appeals that are considered thereafter. Now with Bouchard and Stine out of the way, change is sure to come. Will it be change for the better? We must ensure that it is for our state and our citizens to once again prosper and lead as America’s First State!
 
As always, your feedback is welcome and appreciated.
 
Respectfully yours,
 
JUDSON Bennett-Coastal Network
 
www.CoastalNetwork.com
Opinion Dear Friends, Outgoing Chancellor Andre Bouchard’s, in my view, corrupt “Good Ole Boys Club” circles the wagons, protecting him until his last day and breath on the bench. It’s truly sad for America’s First State, that this behavior is condoned, and the Delaware Supreme Court rubber-stamping in favor of their boy Bouchard has happened. Outrageous! Kevin Shannon’s firm, Potter Anderson, argued Bouchard was innocent of the crimes of moral turpitude he was accused of — and what a huge surprise — Bouchard found innocent, yet again!?! In my opinion, if it wasn’t such a sad statement on the lack of judicial integrity in Delaware — it would be comical! Read the Law360 story below for the all sordid details. Would love to hear from you on this one, folks. Such a calamity! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Judson Bennett-Coastal Network[/avatar]   Del. Justices Reject Meso’s Bouchard-Related Bias Claims By Dorothy Atkins Law360 (February 8, 2021, 4:30 PM EST) — The Delaware Supreme Court refused Monday to revive Meso Scale Diagnostics LLC’s lawsuit seeking to vacate a 2014 judgment in an intellectual property contract dispute with Roche, rejecting Meso’s arguments that the judgment was tainted by now-Chancellor Andre G. Bouchard’s representation of Roche at the time and of the presiding judge in an unrelated case. In a 48-page per curiam opinion, the Delaware Supreme Court agreed with a trial court’s finding that Vice Chancellor Donald Parsons wasn’t obligated to recuse himself from presiding over Meso and Roche’s contract dispute when Bouchard, who was counsel for Roche at the time, began representing the vice chancellor and other judicial officers in separate civil rights litigation brought against the court. “On this complaint, it is not reasonable to infer Vice Chancellor Parsons’ alleged judicial ethics violation — even assuming it occurred — caused any reasonably conceivable harm, much less serious harm,” the opinion says. The decision marks an end to Meso’s 2019 lawsuit that asked the court to reopen a years-old breach of contract dispute between Meso and Roche Diagnostic GmbH, vacate the post-trial judgment in favor of Roche and order a new trial. Meso claimed that now-retired Vice Chancellor Parsons should have recused himself from deciding the earlier dispute because of alleged conflicts created by Bouchard’s representation of Roche when he worked at Bouchard Margules & Friedlander PA. Then-litigator Bouchard represented Roche in the contract case in 2010 and a year later he also began representing the Court of Chancery and its judicial officers, including Vice Chancellor Parsons, in a civil rights case pending in federal court. Bouchard continued to represent the judicial officers through March 2014, when the U.S. Supreme Court denied a petition for writ of certiorari that he helped draft on behalf of the judicial officers. A month later, Bouchard left the Meso-Roche case and in May 2014 he took his current position as chancellor. Less than two months after that, Vice Chancellor Parsons issued a judgment against Meso in the Roche contract case. Meso argued in its February 2019 suit that Vice Chancellor Parsons had been influenced by Bouchard’s representation in the civil rights case, and that his failure to disclose the conflict and recuse himself violated Meso’s due process rights. But in May, the trial court tossed Meso’s case, finding that Meso waited too long to raise its challenge and that the case didn’t present an “extraordinary circumstance” warranting recusal, particularly since finding otherwise now would severely prejudice Roche by disturbing a nearly seven-year-old, post-trial judgment. The trial judge also noted that the federal case was against all judicial officers in their official job roles and it merely sought to prevent confidential arbitrations, so even if Bouchard’s representation of the vice chancellor violated ethics rules, there’s no evidence it harmed Meso. Meso appealed the ruling, reiterating its arguments that Vice Chancellor Parsons should have recused himself and that the judgment in favor of Roche violated Meso’s procedural due process rights and must be voided. But during a hearing in December, Roche called Meso’s arguments “weak” and “thin,” and said Meso has not shown an egregious conflict that would justify setting aside the judgment. Roche also argued that the “rule of necessity” allowed Vice Chancellor Parsons to preside over the Meso-Roche litigation, because based on Meso’s reasoning, all of the court’s judicial officers named in the federal litigation should have been disqualified. In its opinion Monday, the state justices affirmed the trial court’s ruling, but declined to address Roche’s rule of necessity argument, noting that the trial judge had not analyzed it. In their reasoning, the justices pointed out that the Delaware high court’s 1991 holding in Los v. Los clarified that the mere fact that a judge is an adverse party in another proceeding “will not, by itself, result in automatic disqualification,” and litigants aren’t allowed to “‘judge-shop’ through the disqualification process.” However, the justices said the policy concerns at issue in Los aren’t at issue in the instant case, because Meso didn’t instigate the other litigation in which the alleged conflict occurred. The justices agreed with Meso that Vice Chancellor Parsons should have “at a minimum” disclosed Bouchard’s representation. Still, the high court concluded that the vice chancellor had no “financial, reputational or other personal stake” in the civil rights suit and Meso’s allegations “very clearly” have not met the high bar required to justify vacating a final judgment. The opinion also concluded that the trial judge didn’t err in finding Meso waited too long to raise its legal challenge, and therefore the lower court was right to toss Meso’s suit. Counsel and representatives for the parties didn’t immediately respond Monday to requests for comment. Justices Karen L. Valihura, Gary F. Traynor, James T. Vaughn Jr., Tamika Montgomery-Reeves and Delaware Family Court Judge Jennifer B. Ranji, sitting by designation, sat on the panel for the Delaware Supreme Court. Meso is represented by David L. Finger of Finger & Slanina LLC and William S. Consovoy, J. Michael Connolly and Patrick Strawbridge of Consovoy McCarthy Park PLLC. Roche is represented by Matthew E. Fischer, Timothy R. Dudderar, J. Matthew Belger and Andrew H. Sauder of Potter Anderson & Corroon LLP and Thomas L. Shriner Jr. and James T. McKeown of Foley & Lardner LLP. The case is Meso Scale Diagnostics LLC et al. v. Roche Diagnostic GmbH et al., case number 200,2020, in the Supreme Court of the State of Delaware. –Additional reporting by Rose Krebs, Vince Sullivan, Caroline Simson, Vin Gurrieri and Jeff Montgomery. Editing by Jill Coffey.OPINION
 
A Dog Story — “A Little Chiding for a Guy Who Thinks He’s Better Than Everybody Else” 
  Dear Friends,   Whenever there is a powerful, public figure who I consider arrogant, incompetent, and unethical, if there is an opportunity to throw a little chiding his way because he screws up, believe me I always seize the day.   Delaware’s Chancellor Andre Bouchard seems to have had some dog trouble. Apparently, Bouchard’s dog attacked another dog while his wife was walking it. Bouchard, according to my sources, had to pay $800 in damages for significant injuries to the other dog. The rub here is that it seems a countersuit was filed, potentially trying to get out of the responsibility? The elite, often because they think they are better than the rest of us, think they should be exempt from certain things.   Chancellor Bouchard, as the most powerful jurist in Delaware, you should know that you are responsible for the actions of your animal. And you are, under the law — regardless of your political position — totally responsible for injuries caused by your pet. However, apparently you don’t think so, since you were seeking a dismissal — that didn’t happen — LOL.   Bouchard is quitting in April under some suspicious circumstances. Adios Senor Jefe’!   Check out the court filing below, which was sent to me by one of my readers:
OPINION  Dear Friends, In my view, there is one word that defines Chancellor Andre Bouchard’s career, it is: CORRUPTION. And as this story below confirms, at least he is consistent. My sources say Andre Bouchard is set to kiss his Skadden and other friends goodbye with a slew of golden parachutes, seemingly, in my opinion, financed by TransPerfect workers — per usual, his rulings are expected to have nothing to do with the merits or the law. Law360 quotes this line on Bouchard: “We expect that those rules will be ignored by Delaware and the soon to be ex-Chancellor [Andre G. Bouchard] in a final insult to this profitable company he tried to destroy, making millions for his friends along the way.” What more damage did the lame duck Chancellor Bouchard inflict on the 6,000 workers that called for a government investigation into his relationship with Skadden? Stay tuned to the Coastal Network for up to the minute coverage. Respectfully Submitted, Judson Bennett, Coastal Network https://www.law360.com/articles/1348398/transperfect-says-ross-aronstam-shirked-its-client-duties TransPerfect Says Ross Aronstam Shirked Its Client Duties By Lauren Berg Law360 (January 25, 2021, 10:36 PM EST) — TransPerfect Global Inc. sued Ross Aronstam & Moritz LLP,  and name partner Garrett D. Moritz, Monday in Delaware Chancery Court, accusing its former counsel of malpractice after it hid information from TransPerfect on the orders of its court-appointed custodian. Ross Aronstam’s representation of TransPerfect during a bitter Chancery Court sale process in 2017 was compromised by its responsibilities to retired Skadden Arps Slate Meagher & Flom LLP partner Robert B. Pincus, the translation company’s appointed custodian, who directed the firm to hide billing information from its clients at TransPerfect, according to the complaint. TransPerfect said it paid Skadden substantial fees for the custodial work, but when the company’s owners and officers demanded detailed invoices from Pincus and his firm, they never received them. A TransPerfect shareholder responded by filing a complaint in Chancery Court seeking the invoices, the suit says. Shortly before that filing, Pincus retained Ross Aronstam to represent TransPerfect and instructed the firm to “oppose all efforts” by the company’s owners and officers to find out more about the fees, according to the complaint. “Despite [Ross Aronstam]’s clear duty to TransPerfect, their client, [Ross Aronstam] negligently, recklessly or willfully followed [Pincus’] instructions, which were directly contrary to the interests of TransPerfect and solely operated to the benefit of [Pincus] and Skadden,” the suit says. Ross Aronstam didn’t make any effort to inform TransPerfect of its conflict, according to the suit, nor did it resign or seek guidance from the court. Even though the court eventually ordered Pincus to provide TransPerfect with the detailed invoices and billing information, TransPerfect says it still suffered harm because the court ordered production of disclosures only for bills for May 2019 and onward. The bills for the time period when Ross Aronstam represented TransPerfect had already been submitted and paid without the company having the right to review them, according to the suit. “Defendants were not just neglectful,” TransPerfect said. “They disloyally breached their fiduciary and ethical duties to TransPerfect, which arise from separate facts, gave rise to separate injuries and requires the award to TransPerfect of separate, equitable remedies.” The suit seeks $50,000 in compensatory damages, litigation costs and interest. The suit comes after TransPerfect filed a similar complaint in New York state court against Ross Aronstam, accusing the firm of malpractice and breach of fiduciary duty. The company said that then prompted the law firm to go to the Delaware court, claiming TransPerfect was violating the sale process by going to an outside court. The firm is asking the court to hold TransPerfect in contempt, an issue on which the court has yet to rule, according to the company. “The suit filed today belongs in New York Supreme Court and is nothing more than coerced tomfoolery because under Delaware’s rules the Chancery Court may not hear a case that only seeks money damages,” Martin Russo, an attorney for TransPerfect, told Law360 in a statement Monday. “We expect that those rules will be ignored by the soon to be ex-Chancellor [Andre G. Bouchard] in a final insult to the profitable company he tried to destroy, making millions for his friends along the way.” A representative for Ross Aronstam did not immediately respond to a request for comment. Back in 2015, Pincus was tapped as custodian to sell TransPerfect to take the company’s warring co-CEOs Elizabeth Elting and Philip Shawe out of the equation – a solution created by a judge as the most equitable way to protect the financial future of the company. That decision stemmed from what was essentially a business divorce between Elting and Shawe, who started TransPerfect out of a dorm room at New York University in 1992, and were at one point engaged to be married before breaking up in 1997, according to court records. While their romantic ties appeared to fall apart, their business relationship did not, and over the years the translation company grew into a global powerhouse in the industry with 92 offices in 86 cities worldwide, court records show. But the co-CEOs’ professional dealings eventually fractured into a morass of litigation in both Delaware and New York, with Elting seeking to have the company dissolved because of the endless corporate battles. The case went before the Chancery Court for a six-day trial in 2015, and during post-trial arguments, Chancellor Bouchard warned the pair to come to some sort of settlement or he would be forced to write an opinion that makes both sides look “small-minded, petty and vindictive.” Then in May 2016, Shawe made a $300 million offer to buy out Elting’s 50% stake in the company, before he won a stay in August 2016 to appeal the company’s sale. That same month, Shawe was ordered to pay $7.1 million to Elting to reimburse her for the legal fees she ran up while battling him for sanctions over claims that he destroyed or withheld evidence, directed subordinates to enter Elting’s office and photograph or take documents and files, and then lied to the court about it. In February 2017, the Delaware Supreme Court upheld the Chancery Court’s right to appoint a custodian to oversee the sale of TransPerfect. Then in September 2017, Shawe sued Pincus for allegedly warning that Shawe could be barred from bidding for TransPerfect or competing with it after the forced sale, claiming the sanctions threats were unconstitutional. The following month, Shawe said he was slated to buy out Elting’s shares, with the purchase approved by the Chancery Court in February 2018 and upheld by the state Supreme Court in May 2018. When TransPerfect sued Pincus in Nevada state court in 2019, accusing him of improperly billing for his services, Pincus said the company should be sanctioned and held in civil contempt because it flouted the Chancery Court’s orders by bringing the suit in Nevada. The Chancery Court ordered the company and Shawe to pay a $30,000-per-day contempt-of-court sanction, prompting TransPerfect to drop the suit. TransPerfect is represented by Frank E. Noyes II and Douglas Capuder of Offit Kurman PA and Martin Russo. Counsel information for Moritz and Ross Aronstam was not immediately available. The case is TransPerfect Global Inc. v. Ross Aronstam & Moritz LLP et al., case number 2021-0065, in the Court of Chancery of the State of Delaware. –Additional reporting by Matt Chiappardi, Vince Sullivan, Jeff Montgomery, Reenat Sinay and Kevin Penton. Editing by Breda Lund.OPINION Dear Friends, Isn’t it interesting that both former Chief Justice Leo Strine and Chancellor Andre Bouchard will both have departed their honorable appointments well before their terms were up. Both of these jurists are grotesquely overrated, in my opinion, and their logical decisions indicated, especially in the notorious TransPerfect case, extreme bias, subjectivity and conflicts of interest, rather than clean, open, reasonable, and fair adjudication. Under Chancellor Bouchard’s tenure, his bias, irregularities, and appearances of impropriety, creating the “tonque in cheek” name of Bouchard’s Court by some attorneys, calling it the Court of “Inequity,” where there is concern about favoritism. I remember famous litigator, liberal Professor Alan Dershowitz (a Democrat), who was hired to represent Shirley Shawe in the TransPerfect case, after having experienced Chief Justice Leo Strine’s absolute bias, and rude ignorance during the appeal.  I was appalled. Furthermore, Strine’s decision was totally flawed and represented a “Taking” under the 5th Amendment. Both Strine and Bouchard worked for the notorious law firm of Skadden Arps. Check out their reputation, folks! It is my belief that these seemingly incompetent and biased judges have hurt Delaware and I am glad they are gone. Good riddance! My friends in Delaware, what do you think is coming next? Now that Strine is gone and Bouchard is fleeing in April? Will equity be returned to Delaware? As always, tell me what you think! Your feedback is important, welcome, and appreciated. Respectfully Submitted, JUDSON Bennett-Coastal Network COASTALNETWORK.COM
OPINION Dear Friends,
You heard it first on the Coastal Network and now the mainstream media is catching on, folks. See the article below, by Delaware Business Now about Chancellor Andre Bouchard apparently returning favors to C.J. Seitz of the Delaware Supreme Court, by giving his old firm Ross Aronstam a victory over TransPerfect without even a hearing, which Bouchard had originally promised. Why the backscratch? Great question. Despite having disqualified himself twice for a conflict of interest, as I understand it, Seitz sat on a TransPerfect appeal panel anyway, and affirmed Bouchard’s decisions — arguably the most controversial and corrupt judicial decisions in U.S. business history. As the quicksand gets deeper, Seitz’s recusal appears to be based on work he did as a consultant while in private practice for TransPerfect CEO Phil Shawe’s legal team. Only in Delaware! And one more thing, folks—the $7.1 million that Seitz helped pilfer from TransPerfect and Shawe (also without even a hearing on appeal!), apparently went in large part to Steven Lamb—none other than Andre Boucahrd’s former business partner at Bouchard & Lamb!! The more I uncover, the more this Chancellor’s administration reeks of corruption—compared to Bouchard, the Wuhan wet market would smell like the Godiva chocolate factory. Please keep your feedback coming on this folks. Would love to hear your thoughts. Respectfully Yours, JUDSON Bennett-Coastal Network
https://delawarebusinessnow.com/2020/12/pro-business-delaware-criticizes-chancery-decision-in-transperfect-case/ Pro Business Delaware criticizes Chancery decision in TransPerfect case By Delaware Business Now December 21, 2020 Following a Chancery Court ruling that granted a motion to the old firm of former Delaware Supreme Court Chief Justice C.J. Seitz against TransPerfect and Shirley Shawe, Citizens for a Pro-Business Delaware campaign manager Chris Coffey released the following statement that took the court to task. “Once again, Chancellor Bouchard has opted to rule in favor of an old colleague and friend rather than following the merits of the argument. Even worse, he has done so without a hearing, meaning TransPerfect has no recourse or opportunity to make its case.” “This is a classic example of how the ‘old boys’ club’ of Delaware’s court system protects its own without transparency or accountability. While Seitz disqualified himself from participating in the TransPerfect case twice, he somehow thought it was appropriate to sit on the TransPerfect appeal even after that disqualification.” “Now, Bouchard is ruling in favor of Seitz’s former firm, Ross Aronstam & Moritz, in order to protect them. This is obviously returning the favor for when Seitz, despite having a clear conflict of interest, sitting on the TransPerfect case and affirming Bouchard’s ruling. The people of Delaware deserve to have a transparent and accountable court system.” Under judicial rules, Bouchard is not allowed to comment on the criticism from the group that was formed during the battle over ownership of business services company TransPerfect. TransPerfect Partner Philip Shawe prevailed in the case. However, litigation has continued over issues such as billing for services by the custodian who was appointed as part of the sales process. Citizens has continued to criticize the state’s judicial and prison system It also formed a political action committee that went after Gov. John Carney who makes judicial appointments that are confirmed by the State Senate.
OPINION Dear Friends, Look at the ad that ran in the Sunday edition of the Delaware News Journal. After reading it, I’ll say this, folks: Payola isn’t only just money. Delaware Supreme Court Justice Seitz ADMITTED he had a CONFLICT of interest and sat on the panel that ruled on TransPerfect’s case to affirm, what I consider, Bouchard’s thievery from TransPerfect workers. What’s the Payola, you ask? Seitz’s old firm Ross Aronson just won against TransPerfect workers in Andre Bouchard’s Chancery Court – which to my knowledge doesn’t even hear cases on malpractice or alleged ethical breaches by Mr. Moritz, the lawyer at Ross Aronson. And won it — without so much as even a hearing! Coincidence or corruption?? Inquiring minds want to know! I would love to hear from you on this. Tell me how you feel about these country club cronies, who in my opinion, are stealing money from frontline workers with families to feed?! I, for one, am totally disgusted by Bouchard and what suspiciously appears to me to be back door deals. How do you feel? As always, your comments are welcome and appreciated. Respectfully Submitted, [avatar user=”Judson Bennett” size=”thumbnail” align=”left”]JUDSON Bennett-Coastal Network CoastalNetwork.com[/avatar]   See the ad in the Wilmington News Journal :

Ad from The DE News Journal December 17 2020

Just when you think he’s maxed out the three C’s: Capriciousness, Corruption, and just plain Crazy — Delaware Chancery Court Chancellor Andre Bouchard gets even crazier, in my opinion, folks, to keep his bloodthirsty revenge against TransPerfect workers going — along with the Skadden gravy train. I’ve been writing about Bouchard for five years and in my view, the corruption in Bouchard’s court has reached such a level that even TransPerfect CEO Phil Shawe is speaking out personally in an Op-Ed piece in JD Supra, a publication for lawyers. As I see it, maybe Bouchard should be forced to submit himself for a psychological evaluation to keep his job?! Please read JD Supra’s “Help Me Andre, Help Help Me Andre” article below and send me your thoughts. Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett?” target=”_blank”]Judson Bennett-Coastal Network CoastalNetwork.com[/avatar] Reprinted from JD Supra December 18, 2020 Help Me Andre, Help Help Me Andre Ross Aronstam Is the Delaware Chief Justice’s Former Law Firm, Will the Chancellor Protect Them from Malpractice Claims? The Delaware Chancery Court system is broken and in need of immediate repair. I have seen firsthand how greed and brazen conflicts of interest by an unaccountable judiciary can threaten the livelihood of thousands of employees and jeopardize a highly profitable and successful business. The latest example of the unfairness and absurdity of this system is an effort by the former attorneys for TransPerfect, the company I co-founded out of a dorm room in 1992, which now employs more than 6,000 people in over 100 offices around the world, to hold TransPerfect in contempt merely for seeking to enforce its rights in a court outside of Delaware. The salient facts, as alleged in the publicly filed pleadings, are as follows. In August 2020, TransPerfect filed a lawsuit against the law firm Ross Aronstam & Moritz LLP (“RAM”), and one of its partners, Garrett B. Moritz (“Moritz”), alleging that they committed legal malpractice in connection with their representation of TransPerfect in 2017 and 2018. RAM and Moritz were retained to represent TransPerfect by Robert Pincus, who was appointed by the Delaware Chancery Court to act on TransPerfect’s behalf with certain limited powers such as, for example, breaking ties between the two board members of TransPerfect to the extent they disagreed. Pincus, however, had a serious conflict of interest. His law firm was billing TransPerfect substantial amounts for his purported services, but he and his firm refused to provide TransPerfect with itemized invoices identifying the services that were actually performed. The law firm’s fees were paid at the custodian’s sole direction, and the requests by the owners and officers of TransPerfect to see what they were paying for were repeatedly rejected. As TransPerfect’s attorneys, RAM and Moritz, had an ethical and fiduciary duty to zealously advocate for TransPerfect and represent its best interests (not the best interests of Pincus or his law firm). Unfortunately, they failed to do so. Instead, they took exclusive direction from Pincus and opposed the efforts by TransPerfect’s owners and officers to evaluate the reasonableness of the fees charged by his firm. This egregious dereliction of duty in negligently, recklessly, and/or willfully following the custodian’s instructions, which was directly contrary to the best interests of TransPerfect, is the basis for TransPerfect’s legal malpractice action. That action should proceed in New York, where the case was filed and where TransPerfect’s corporate headquarters is located. Had RAM and Moritz wished to litigate disputes in Delaware, they could have included a forum selection clause in their engagement letter with TransPerfect, but they chose not to do so. Rather, they are attempting to take advantage of unrelated transactional documents concerning my acquisition of TransPerfect to hold me and TransPerfect in contempt of court for seeking to file a legitimate malpractice claim in a forum outside the Delaware Court of Chancery, which has no substantive experience hearing legal malpractice actions. This is particularly galling because the Delaware Chancery Court is the Court that appointed Pincus in the first place. At minimum, this creates an appearance that we will not receive a fair and unbiased trial before a neutral finder of fact. It is a travesty of justice that TransPerfect may be forced to litigate in a hostile forum to resolve a legitimate dispute with its own law firm. The fact that I personally and the company may face sanctions merely because TransPerfect has elected to pursue its rights outside of Delaware should be troubling to any business owner, and should cause any prudent person to question whether incorporation in Delaware makes sense for their business.OPINION  Dear friends,  Delaware Chancery Court Chancellor Andre Bouchard is the Michael Jordan of corruption, folks. He just keeps raising the bar to meet his needs and the needs of his legal pals. The horrendous state of these judicial thugs, in my opinion, is beyond comparison in U.S. history. We’d clearly have to call this outrageous Chancellor, the Kingpin of Delaware!  To really understand the illicit motives of this Chancellor, today he awarded his friends at Chief Justice Seitz’s old law firm a victory, after promising a hearing — with no hearing! This reeks of prohibition-era-Chicago corruption in this old guy’s view. I’ve never seen such, in my view, despicable conflicts of interest that seem to be apparent in Bouchard’s Court. How can this type of corruption be allowed to continue like this in Bouchard’s once-revered Chancery Court  See the Yahoo Finance story below. I would love to hear your thoughts on this one, folks!  Respectfully Yours,  JUDSON Bennett-Coastal Network https://www.google.com/amp/s/finance.yahoo.com/amphtml/news/citizens-pro-business-delaware-slams-185500621.html

Citizens for a Pro-Business Delaware Slams Chancery Court Chancellor Andre Bouchard Following Ruling Protecting Firm of Former Supreme Court Chief Justice CJ Seitz

Wed, December 16, 2020, 1:55 PM EST Citizens for a Pro-Business Delaware remains committed to exposing backdoor dealings within the Delaware Court System Today, following a Chancery Court ruling that granted a motion to the old firm of former Delaware Supreme Court Chief Justice CJ Seitz against TransPerfect and Shirley Shawe without a hearing, Citizens for a Pro-Business Delaware campaign manager Chris Coffey released the following statement: “Once again, Chancellor Bouchard has opted to rule in favor of an old colleague and friend rather than following the merits of the argument. Even worse, he has done so without a hearing, meaning TransPerfect has no recourse or opportunity to make its case.” “This is a classic example of how the ‘old boys’ club’ of Delaware’s court system protects its own without transparency or accountability. While Seitz disqualified himself from participating in the TransPerfect case twice, he somehow thought it was appropriate to sit on the TransPerfect appeal even after that disqualification.” “Now, Bouchard is ruling in favor of Seitz’s former firm, Ross Aronstam & Moritz, in order to protect them. This is obviously returning the favor for when Seitz, despite having a clear conflict of interest, sitting on the TransPerfect case and affirming Bouchard’s ruling. The people of Delaware deserve to have a transparent and accountable court system, not the same old corrupt system that lets justices protect their friends and cronies at all costs.”OPINION Dear Friends, Everyone knows Chancellor Bouchard stands accused of ethical misconduct in the TransPerfect case, but what you probably don’t know is that Bouchard seems to be a repeat and habitual offender. Check out the Roche Diagnostics case below! Throughout Delaware law, the words “The Appearance of an Impropriety is as bad as the Impropriety itself,” are written everywhere and are supposed to be relevant in regard to the operation of the justice system. Folks, in my view, there’s more than an “Appearance” — where there is smoke, there’s fire!! And Bouchard’s King Street Chancery Courthouse in Wilmington is billowing smoke like the Vatican during Conclave! Folks, the Delaware judicial swamp must be drained– starting with the “Creature from the Black Lagoon,” who pretends to be a judge, Chancellor Bouchard. As always, your feedback is welcome and appreciated. Respectfully yours, JUDSON Bennett-Coastal Network https://www.law360.com/articles/1133891?scroll=1&related=1 DELAWARE CHANCELLOR BOUCHARD ACCUSED OF NOT DISCLOSING CONFLICT OF INTEREST WHILE ATTY By Vince Sullivan Law360 (February 28, 2019, 9:51 PM EST) — A biotechnology company said Thursday that neither Chancellor Andre G. Bouchard nor now-retired Vice Chancellor Donald F. Parsons Jr. disclosed Bouchard’s prior role as the Delaware Chancery Court’s attorney in a high-profile First Amendment case while he simultaneously argued separate litigation before Vice Chancellor Parsons that created a conflict of interest. Meso Scale Diagnostics LLC said Bouchard represented defendant Roche Diagnostics GmbH in the intellectual property rights suit that was tried in 2014 before Vice Chancellor Parsons while Bouchard was also representing him and the other chancery judges in the First Amendment case that targeted a closed-door arbitration program involving them. The apparent conflict necessitates vacating Vice Chancellor Parsons’ rulings in favor of Roche and ordering a new trial on Meso’s claims, Meso’s complaint argued. “A reasonable observer would conclude that there is a serious potential for bias when the attorney representing a party is also representing the trial judge in another matter,” the complaint said. Jacob Wohlstadter, Meso’s president and CEO, discovered the conflict in early 2018 when internet research revealed that Bouchard, while an attorney with Bouchard Margules & Friedlander, represented the Court of Chancery, the chancery court judges and the state of Delaware in a 2011 suit brought by the Delaware Coalition for Open Government, the complaint said. That suit, brought in Delaware federal court, alleged the Court of Chancery had violated the First Amendment by holding arbitration sessions that were closed to the public, according to the complaint. The federal court dismissed the Court of Chancery and the state of Delaware from the suit on sovereign immunity grounds but ruled against the judges’ summary judgment motions. Bouchard represented Vice Chancellor Parsons and the other judges in their appeal to the Third Circuit, which affirmed the federal court’s rulings. He continued to represent them when they submitted a petition for a writ of certiorari to the U.S. Supreme Court, Meso said. Bouchard represented Vice Chancellor Parsons from 2011 to 2014, encompassing the majority of the time the Meso litigation was pending before him, Meso alleges, and neither party ever disclosed this representation. Bouchard was nominated to fill the vacant chancellor seat in March 2014, four months after post-trial arguments in the Meso litigation, and he ascended to the seat in April 2014, two months before Vice Chancellor Parsons issued his opinion in the Meso case, the company alleges. Meso argues that its due process rights were violated because of the potential bias created by Bouchard’s dual representations at the time of the litigation. The complaint said a judge may feel “a debt of gratitude” to his own attorney; that a judge obviously has a favorable opinion of his own attorney’s legal skills and character, causing the court to be deferential to the attorney; and that the judge and his attorney have a “special relationship” that causes the judge to rule in his own attorney’s favor. Vice Chancellor Parsons should have recused himself from presiding over the Meso litigation to comply with ethics rules and previous holdings of the Court of Chancery on such conflicts, the company said. “The ethical rules requiring recusal when a judge’s attorney appears before the judge are broad and uncompromising,” the complaint said. Those rules require recusal even when there is no evidence the judge is actually biased, Meso argued. Because all the then-current judges of the Court of Chancery were being represented by Bouchard in the federal court case, another judge from outside that court should have presided over the Meso case, the complaint said. Meso brought its suit against Roche in 2010 over alleged breaches of a licensing agreement for blood protein testing technology. In June 2014, Vice Chancellor Parsons ruled that Meso couldn’t challenge Roche’s use of the licensed technology. Meso appealed that decision to the Delaware Supreme Court, which affirmed the ruling, and then filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied. Parsons, Bouchard and representatives for Meso and Roche did not immediately respond late Thursday to requests for comment. Neither Bouchard nor Parsons are named as defendants in the complaint. Meso is represented by David L. Finger of Finger & Slanina LLC and William S. Consovoy and J. Michael Connolly of Consovoy McCarthy Park PLLC. Counsel information for Roche was not immediately available Thursday. The case is Meso Scale Diagnostics LLC et al., v. Roche Diagnostic GmbH et al., case number 2019-0167, in the Court of Chancery of the State of Delaware. –Additional reporting by Caroline Simson and Vin Gurrieri. Editing by Haylee Pearl.
OPINION
 
Dear Friends, 
 
Finally, we’re seeing action by Andre Bouchard, Chancery Court Chancellor, regarding the notorious TransPerfect case in Delaware. The grotesque perception by many of the apparent swiping of wealth from company employees to Bouchard and his Skadden cronies will finally have an expiration date. This ATM with money that keeps coming out — to the tune of more than $15 million — will finally expire. The case closed three years ago and Skadden is still billing this successful company. You could easily argue that the court never should have taken it over in the first place. It took over a company with a growth-rate higher than Apple! Citizens are calling for the resignations of Pincus and Skadden’s lead attorney on the case, Jennifer Voss, as you’ll see in the story below. An end date to the ridiculous money flow from TransPerfect to, what I view, as crooked operatives, in Delaware’s Chancery Court and Skadden, is being considered?? Will it actually happen?? Read the story below, and let me know your thoughts. They are always appreciated! Respectfully Yours,
 
JUDSON Bennett-Coastal Network https://finance.yahoo.com/news/chancery-court-imposes-deadline-end-142900190.html
Chancery Court Imposes Deadline for End of Skadden Arps’ Custodianship After Citizens for a Pro-Business Delaware Exposes Unprecedented Arrangement Mon, December 7, 2020, 9:29 AM EST Skadden Arps’ Custodianship over TransPerfect, led by Robert Pincus and Jennifer Voss, Has Cost the Company Over $15 Million without Explanation of Work Being Done
Chancery Court Chancellor Andre Bouchard has ordered that “the time has come to set firm deadlines to bring the Custodianship to a prompt conclusion” in the unprecedented forced sale of TransPerfect, mere days after Citizens for a Pro-Business Delaware called for the end of the court-mandated Custodianship and the resignations of Custodian Bob Pincus and Skadden’s lead attorney on the case, Jennifer Voss. Over the course of three years after the execution of the TransPerfect sale, Custodian Bob Pincus continued to bill the company monthly with non-itemized invoices and no explanation of the work being done by Skadden Arps. The latest order ends a years-long saga which saw millions of dollars transferred away from a successful business with a higher growth rate than Apple towards Andre Bouchard’s Chancery Court-appointed attorneys. Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “This is a long-overdue step as Chancery Court-appointed attorneys like Bob Pincus and Jennifer Voss have been vampirically draining millions of dollars from TransPerfect’s coffers to enrich themselves for far too long. Worse, in spite of a court order to unseal records related to the case in October, Skadden’s attorneys have steadfastly refused to explain their bills or the work they’ve done in their role as Custodian.” “In effect, this has meant an inexplicable wealth transfer from the hard-working employees of TransPerfect to members of Chancellor Bouchard’s inner circle. While we’re glad that the bleeding will finally end, it speaks volumes that Delaware’s legal establishment has for years interfered with a successful business to enrich themselves.” “We won’t stop our long-standing campaign for transparency and accountability in Delaware’s courts and government until we ensure that such a traumatic and costly ordeal never happens to another company. The time certainly has come for this parasitic Custodianship to end, but the time has also come for wholesale changes to Delaware’s courts and government so that they work for the many, rather than the elite few.”
OPINION Dear Friends, I enjoy reflecting on previous articles and issues that relate to current issues. I occasionally get the bit in my teeth and become totally focused. Five years ago, Chancellor Andre Bouchard got my attention through his response to a letter I wrote to him. Judges rarely respond to letters, so I really must have struck a nerve. Here’s what happened: Cindy Green, who ran the Register of Wills office, had recommended someone ideally qualified for the job of Register of Wills Office, Chief Deputy, who was instrumental in bringing the office up to modern standards. Bouchard ignored Green’s recommendation and appointed someone far less qualified. I saw this injustice and wrote a letter to the Chancellor for not appointing the most qualified person. Bouchard, extremely defensive, wrote me back. He went on to hire two more unqualified people for that same job. You can see our exchange below. Since 2015, I have followed Chancellor Bouchard’s activities closely, and have been critical of his handling of the TransPerfect case, even writing letters to the Court. So I say to Chancellor Bouchard now: “I certainly struck a nerve when after 3 attempts you couldn’t appoint a decent Chief Deputy, and I criticized you. Now, where is your response to your decisions on the bias and subjective decisions you rendered in the TransPerfect case, and do you have any comments on certain appearances of impropriety and conflicts of interest?” Read the letters below folks which I dug up from the Coastal Network archives which you might find amusing. I would love to hear from him again on his shady, selfish, self-serving handling of the TransPerfect case. Respectfully Submitted, JUDSON Bennett-Coastal Network http://delawareway.blogspot.com/2015/10/jud-bennett-rips-democrat.html  Updated: Jud Bennett Rips “Democrat Activist” Chancellor Andy Bouchard Over Chief Deputy Appointments For GOPer Sussex Register Of Wills   FOLKS, READ BOUCHARD’s RESPONSE TO MY LETTER BELOW— FOR A SITTING JUDGE TO RESPOND TO A COMPLAINT IS QUITE RARE!   COURT OF CHANCERY OF THE STATE OF DELAWARE
ANDRE G. BOUCHARD CHANCELLOR New Castle County Courthouse 500 N. King Street, Suite 11400 Wilmington, Delaware 19801-3734
  October 7, 2015   Mr. Judson Bennett c/o [email protected]   Re:    Sussex County Register of Wills Office   Dear Mr. Bennett: We write concerning the email you sent to the Chancellor on Monday, October 5, 2015. Your email reflects a basic misunderstanding concerning the situation in the Sussex County Register of Wills office to which the Court feels a response is necessary to set the record straight. As an initial matter, it is important to understand that the Register of Wills serves as a vital arm of the Court of ChanceryThis historical role derives from the Court’s oversight over the administration of decedents’ estates as part of its equitable jurisdiction. In that vein, the Court hears, among other matters, exceptions to estate accountings, petitions to determine the order of priority for distributions of estate property, petitions to authorize the sale of real estate owned by a decedent, and rules to show cause concerning the removal of estate representatives. With respect to each of these and many other matters, the Register of Wills serves functionally as a branch of the Court. The Court-appointed chief deputy, in particular, serves as a liaison to the Court when these matters are presented for judicial review. The statute governing the Register of Wills reflects this role. The first provision of that statute states that “[i]n performing the functions of the office, the Register of Wills of each county shall act only as a Clerk of the Court of Chancery.” 12 Del. C. § 2501. Consistent with this purpose, the statute further provides that “[t]he Chancellor shall name a chief deputy register of wills for each county who shall perform such duties as shall from time to time be assigned by the Court of Chancery.”  12 Del. C. § 2507(a). In accordance with its statutory obligation to name the chief deputy in each county office, the Court has taken very seriously its responsibility to identify and select the best qualified person to serve in that position in the Sussex office. When a vacancy arose in December 2014, the opening was advertised publicly to solicit candidates. Candidates were required to complete an application and were vetted by a committee consisting of the two judicial officers of the Court of Chancery resident in Sussex County (Vice Chancellor Glasscock and Master Ayvazian), the Register in Chancery, the Director of Human Resources for Sussex County, and the elected Register of Wills.  The candidates were ranked based on a set of criteria for the job, the Chancellor interviewed the top three candidates, and chose the one who received the highest ranking from the interview panel. There was no obligation to go through such an extensive process to select a candidate, but the purpose of doing so was to ensure that the selection process was objective, focused on job performance needs, and allowed all interested parties to have a voice in the selection process. It would be inappropriate to engage in a public discussion over personnel matters involving a former county employee,  but it must be said that your criticisms of the current Court-appointed chief deputy are unfair and unfounded. Richard Kiger, Esq. served for fourteen years as a Master in Chancery and was the chief deputy in the New Castle County Register of Wills office for eight years. He is considered an expert in the field of decedents’ estates, having served on the editorial board for the policy and procedures manual recently issued by the New Castle County Register of Wills, and he is held in high esteem among estate practitioners throughout the State. He has been tasked with conducting a complete review of the Sussex office in order to address deficiencies in its current operations. As an example, the office currently uses manual procedures The Court of Chancery has recognized the importance of using modern technology and has been a leader in implementing technological improvements, such as the adoption of electronic filing for its civil action docket over ten years ago.  During the past several years, the Court has worked with the Register of Wills offices statewide to transition their estate filings to e-filing. Among the benefits of e-filing are the reduction of staff time required for the processing and retention of documents, and the increased accessibility of information. With the Court’s support, e-filing was implemented successfully in New Castle County in 2012 and in Kent County in 2013. To assist with its implementation in Sussex County, in 2014, the Court provided financial resources to the Register of Wills office to help address its archiving backlog. Unfortunately, despite many requests, the Sussex office was unwilling to implement e-filing on its own initiative, necessitating that the Court set a deadline for it to do so. Now that e-filing has been implemented in the Sussex office, effective July 1, 2015, we are confident the office will realize the efficiencies of transitioning to this system that the other offices have experienced. The system of having county offices serve as arms of the Court with elected officials can present challenges. Over a decade ago, when the Register  in  Chancery was operated in the three counties with separately elected officials, the Court experienced some tension in that relationship before those offices were consolidated into a statewide system. But the relationship between the Court and the Sussex County Register of Wills should not be political or partisan. As you note in your email, the current chief deputy is serving an interim appointment.  It is the Court’s hope that at the conclusion of his tenure, improvements to the operations of the Sussex office will have been implemented to better serve the citizens of Sussex County and the State, and that a suitable replacement will assume the duties of chief deputy on a permanent basis at that time to continue that progressIt is also our hope that the Court can work collaboratively with the elected Register to achieve these objectives. Sincerely, /s/ Andre G. Bouchard, Chancellor  /s/ John W. Noble, Vice Chancellor /s/ Donald F. Parsons, Jr., Vice Chancellor /s/ J. Travis Laster, Vice Chancellor /s/ Sam Glasscock, Vice Chancellor  /s/ Kim Ayvazian, Master in Chancery /s/ Abigail LeGrow, Master in Chancery HERE’S MY LETTER BELOW: “Dear Judge Bouchard: I am an activist from Sussex County who writes about inequities and concerns of the people. My e-mail network reaches over 6000 people. The Office of the Register of Wills in Sussex County is in apparent chaos which according to many has put you in a very bad light. I am hearing it from the citizens who are being affected, lawyers representing them, and concerned legislators. Apparently, regardless of having been elected to the office, Register of Wills Cindy Green (R) is legally restrained from appointing her own Chief Deputy of that important county row office which handles the wills of the “dearly departed” and their heirs who receive the estates accordingly. After the last Chief Deputy retired in December of 2014, a vacancy for the position became available. Instead of accepting Register Green’s recommendation to fill the position (which has been the norm in Delaware for many years), you, the State’s Chief Chancellor, Judge Andre Bouchard, are using an existing law to usurp Cindy Green’s elected office by filling the position with someone of your own choice, someone from outside of the county row office. You are now on your 3rd unsuccessful  try. You are  continuing to ignore Register Green’s recommendations of qualified personnel that already work in her office. Why??? So far, all of your appointments have been less than competent individuals who are neither qualified nor able to effectively do the job. Instead of promoting someone within the office of the Register of Wills who is familiar with the complicated processes and computer programs, you continue to wreak havoc by your illogical actions. It seems apparent that you Chancellor Bouchard, are not interested in helping the Register of Wills office serve the people of Sussex County efficiently and are using your power to further an unknown agenda? That is the word I am hearing everywhere. Your first appointment was consistently late to work and totally useless, and ultimately her employment was terminated with your consent after there was a plethora of complaints and a total breakdown within the operation. Your second appointment came from your own office and she never stopped working for you in the Georgetown Court of Chancery office. She half-heartedly “tried out the job” for about a month and a half. She never spent more than 8 hours a week inside the county row office itself. In the end, she refused the position, choosing to stay with the State Court of Chancery. Your latest appointment is apparently a temporary one. It is for an interim period of only six months and you are using a retired Chief Deputy from the New Castle County Register of Wills who is not familiar with the modern computer technology and like the others is only inhibiting the efficiency of the Register of Wills. With no full time Chief Deputy on staff, mountains of State Chancery Court files have been accumulating and are being left unprocessed within the Register of Wills office ever since last year. Obviously, the system is broken!  The appointment should be given to the most qualified person, and the appointment should be made by the elected Register of Wills along with the Chancellor’s confirmation. Why do we have this county row office if the elected official has little or no control over who is hired or fired? What is mysterious here is that you as the Chief Chancellor are supposed to be all about equity and justice, yet your actions are confusing? With all due respect, why are you not respecting Register Green’s recommendations to promote someone within the office of the Register of Wills for the position of Chief Deputy so that we the people of Sussex County can have an efficient operation in this important office? This issue is not going to go away, the press is going to get involved, as is the legislature concerning this situation. I urge you to speak with Register Green ASAP and resolve this problem equitably. I would hope you would be anxious to resolve this dilemma in the Register of Wills office so that the people of Sussex County can have their estates settled efficiently and expeditiously without the continuous delays and hassles we are now experiencing for which you are being blamed. I would hope that this clear cut message would resonate with you for some positive action.  Please feel free to respond accordingly. Respectfully yours, JUDSON Bennett-Coastal Network”OPINION Dear Friends, New documents in the notorious TransPerfect case in Delaware reveal that Delaware Chancery Court Chancellor Andre Bouchard’s pal and former Skadden Arps co-worker Robert Pincus charged the company $15 million in fees to TransPerfect for a no-show job! According to the Law.com story, which I’ve included below for more details, Pincus showed up to the TransPerfect office twice in 5 years. To add insult to injury, the fees were unexplained and seemingly never-ending. Looks like they exploited the hell out of this power, charging a whopping $15 million in fees, without showing a single bill?! That’s outrageous, folks! Please read the interesting article below, as the TransPerfect saga continues. As always your feedback is welcome and appreciated. Respectfully Submitted, JUDSON Bennett-Coastal Network CoastalNetwork.com https://www.law.com/delbizcourt/2020/12/03/bouchard-firm-deadlines-needed-in-long-running-transperfect-custodianship/ Bouchard: “Firm Deadlines” Needed in Long-Running TransPerfect Custodianship If all goes according to the Chancellor’s proposed schedule, as altered slightly at the request of TransPerfect’s counsel, the custodianship could be wrapped up by February. By Ellen Bardash | December 03, 2020 at 05:46 PM Andre G. Bouchard. Chancellor Andre Bouchard has called for a final resolution in the Delaware Court of Chancery’s longest running case. In a letter to counsel Monday, Bouchard outlined a briefing schedule for the remaining matters pending in the TransPerfect custodianship case, which has been pending since 2014. The matter has been in mediation since April, though the dispute between TransPerfect CEO Phil Shawe and co-founder Elizabeth Elting was resolved in September. If all goes according to Bouchard’s schedule, which was altered slightly Thursday at the request of TransPerfect’s counsel, the custodianship could be wrapped up by February. A translation software company, TransPerfect is headquartered in New York and has shifted its state of incorporation to Nevada. “While the court encourages the parties to continue their efforts at reaching an amicable resolution, the time has come to set firm deadlines to bring the Custodianship to a prompt conclusion,” Bouchard wrote. In recent weeks, Bouchard agreed to unseal previously confidential documents in the TransPerfect case at the request of both Shawe and H.I.G. Middle Market LLC and Lionbridge Technologies Inc. as part of the discovery process in the case TransPerfect filed against the two other companies in the U.S. District Court for the Southern District of New York. Among the unsealed records were fee petitions from the custodian, Skadden, Arps, Slate, Meagher & Flom’s Robert Pincus, reporting millions in fees and expenses billed to TransPerfect in connection with the custodianship. The largest of those petitions was for nearly $2.3 million and was approved by Bouchard in December 2017. Skadden ultimately billed TransPerfect nearly $15 million for the case. TransPerfect’s point of contention throughout mediation has been Skadden not disclosing invoices for specific charges, documents which remain confidential. “Mr. Pincus was a faithless fiduciary, being present at our company headquarters a grand total of twice in the five years, allegedly providing ‘legal services’ for the benefit of TransPerfect,” Shawe said. “If Skadden actually provided the $15 million in services, why are they fighting so hard to shield their bills from public scrutiny?” Skadden’s Cliff C. Gardner, who has represented Pincus throughout the case, was not immediately available for comment Thursday. Martin Russo, representing TransPerfect and Shawe, said Thursday another key takeaway from the recently unsealed court documents was the court’s handling of Wordfast throughout TransPerfect’s sale. Wordfast, now owned by Shawe, receives the majority of TransPerfect’s programming, though the two are separate companies. “We had to essentially resort to a removal to federal court to avoid having Chancellor Bouchard fast track a federal copyright claim and avoid having him order a Delaware corporation that was not directly involved in the litigation to give a perpetual license to TransPerfect to use the software for free just so he could facilitate his friends’ sale of a company that had been botched.”    OPINION Dear friends, Delaware’s Chancellor Andre Bouchard was a shoo-in to ascend to the Delaware Supreme Court to replace his cabal-co-captain and former Skadden Arps intern, Leo Strine. In my view, Strine is a classic Limousine Liberal who left his Chief Justice job halfway through, mired in controversy, both from his illicit TransPerfect decisions, and other more “colorful“ allegations which made him a liability. If not for the efforts of TransPerfect employees, the Good-Old-Boys “Delaware Way” would have installed Bouchard, keeping the Delaware Supreme Court without a single Black justice in history. I am a crabby old white guy and I do not believe in diversity for the sake of diversity. A person hired should be the most qualified. At least I am honest about it. Bouchard is a hypothetical anti-Diversity Democrat, who still presides over an all-white Chancery Court. What really boggles the mind is the total cost Delaware has, according to the complaints, stolen from the TransPerfect workers, which is now approaching $300 million. Bob Pincus’ “auction” was a total sham to help Skadden’s other clients. In my view, there is no one who can legitimately dispute that Bouchard is hell-bent on revenge against the TransPerfect workers, who banded together to squash his nefarious political aspirations. The only question left is: Will Bouchard’s vendetta against TransPerect and its 6,000 employees continue and for how much money? Call your lawmakers and tell them you want Bouchard’s abuse of power stopped. If this incessant taking of TransPerfect money continues then there must be a valid REASON? What is it??! If the Chancellor cannot give a valid, legal reason WHY the billing continues unabated, then he should be removed from office. If there is a legal reason, then we need to hear it NOW! I need answers and I’m going to find out! As always, let me know your thoughts! An example of the anti-corruption lobbying effort, see the full-page ad in Sunday’s Delaware News Journal below.   Respectfully Yours, Judson Bennett-Coastal Network    Delaware Chancery Court Chancellor Andre Bouchard breaches his duty of loyalty to Delaware and to the United States with every corrupt breath he takes, in my opinion, folks. From what I’ve seen and heard, he doesn’t even deny some allegations that claim he is the most corrupt judge in Delaware history, and that he controls the government agency responsible for policing his possible, own wrong-doing and self-dealing. It’s so ironic, as I read the story below, that Delaware Chancery Court Chancellor Andre Bouchard would claim the ability to sit in judgment of someone being “self-dealing.” From where I sit and I’ve been watching Bouchard for years now, he is the one who is “self-dealing” in his courtroom. He’s the one dishing out judgments and incessant money, seemingly going to his old pals like Bob Pincus of Skadden Arps, and Kevin Shannon of Potter Anderson $1,425 an hour for OVER 3 years was taken from TransPerfect workers, billed by Pincus and ordered by Bouchard, and ratified by his former Skadden intern, Leo, “Me Too Claims Just a Matter of Time,” Strine. With the appearance of corrupt lawmakers operating in Delaware, apparently, it takes one suspicious actor to know another. 1,000 employees asked Governor Carney to investigate Bouchard and, following the well-established “Delaware Way,” he did nothing. Read the story below, folks and let me know if you think the same way as I do. Is Andre Bouchard really fit to hand down rulings that describe himself? What hypocrisy! Respectfully Yours, [avatar user=”Judd Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett, CoastalNetwork.com[/avatar] Chancery Blocks Sale Of Ariz. Co. Assets Snagged By Insider By Jeff Montgomery Law360 (September 2, 2020, 9:59 PM EDT) — Citing claims of “egregious acts” of self-dealing, deception and concealment, Delaware’s chancellor late Wednesday barred the sale of tech company Array Photonics’ Arizona plant and equipment to settle costly loans and leases provided by interests of its top officer. Chancellor Andre G. Bouchard’s preliminary injunction ruling stopped the process days ahead of a potential Sept. 10 auction arranged after attempted foreclosures on loans and other Array obligations issued by or through interests of Hamid Torabi, former Array CEO and sole director. The company was formed to develop laser and photodetector systems and sensors but is now in a wind-down. Torabi, who headed the 35-employee company from 2014 until his resignation in April, was accused of arranging a series of conflicting actions that included selling to Array for nearly $8.9 million a Tempe, Arizona, plant site that he had bought two years earlier for $2.5 million. Continue Reading on Law360.com

OPINION

Dear Friends,

It is my opinion that Andre Bouchard’s Chancery Court has denigrated into a Court of Inequity, instead of the equity court it was once famous for. Furthermore, since I consider Bouchard one of the Godfathers of corruption, and an originator of the “Delaware Way,” I am quite sure the already bad situation in the Chancery will only get worse. Hell, why wouldn’t it?

I watched in amazement the TransPerfect case in Delaware’s Court of Chancery with blatant bias and conflicts of interest that should not have been allowed. The Chancery Court has denigrated since Andre Bouchard got there. He epitomizes the “Delaware Way,” and in my view, his former Skadden Arps co-worker Leo Strine and he are deeply entrenched.

Please read the article below written by a TransPerfect executive from just a few months ago. He has first-hand knowledge of Chancery Court Chancellor Andre Bouchard and court-appointed Custodian Robert Pincus’ disrespect for TransPerfect’s workers. Read his account about his battle against Bouchard.

More battles are needed. With the likely certification of Joe Biden as President, the “Delaware Way” may only get worse!

As always, your feedback is welcome and appreciated.

Respectfully yours,

JUDSON Bennett-Coastal Network

https://www.delawareonline.com/story/opinion/2020/08/21/opinion-delawares-rigged-system-keeps-minorities-down-must-end/3408813001/

Why I’m continuing to fight: The state’s rigged ‘Delaware way’ must end | Opinion

Kevin Obarski

 
Special to the USA TODAY NETWORK
 
Five years ago, I watched helplessly as my job and livelihood were debated in a Delaware courtroom. As a senior member of the TransPerfect team, I saw firsthand how the “Delaware Way,” a complex maze of backroom deals and self-enrichment, completely cut out the average TransPerfect employee from the decisions that would decide their future.
 
At the time, I was shocked by Chancery Court Chancellor Andre Bouchard and court-appointed Custodian Robert Pincus’ complete lack of care or respect for TransPerfect’s workers. Now, I know that’s par for the course in Delaware, where elite lawyers, politicians, and corporate executives enrich themselves at the expense of normal Delawareans.
 
We thought we were being treated so poorly because most of our employees were Delaware outsiders living in New York and across the country, but what we came to realize was that the Delaware way that protects elite interests also pushes down communities of color and other marginalized groups in the state.
 
While we eventually saved TransPerfect and our jobs, the rigged system that continues to fail vulnerable Delawareans stayed in place, and we became a watchdog group to fight back against the lack of transparency and accountability in Delaware’s courts and government.
 
Now, I’ve joined other advocates to launch a new Political Action Committee, Citizens for Transparency and Inclusion, to hold Gov. John Carney accountable for his administration’s many failures, including its disastrous handling of the COVID-19 pandemic, especially in the state’s prisons, its hollow support for racial justice, and its failure to end Delaware’s entrenched culture of political and judicial corruption.
 
On Carney’s watch, nearly 600 Delawareans have died from COVID-19, disproportionately poor and people of color, while over 15,000 citizens have gotten sick. We’ve also seen uncontrolled outbreaks in the state’s correctional facilities and a systematic failure to provide proper protective equipment to inmates, even after Carney and the DOC refused our offer of face masks and hand sanitizer for all inmates and staff.
 
Even in the midst of a public health crisis, Delaware’s communities of color have faced another scourge during Carney’s tenure — police brutality. Since the governor took office, nine Delaware citizens have been shot and killed by police officers with impunity, and protests for racial justice and police reform have been met with trepidation and too-little, too-late gestures from the Carney administration.
 
Carney has done nothing to meaningfully transform an unjust system in which people of color make up more than 60% of Delaware’s prison population, but only 15% of judges on the state’s top courts. Instead, in Carney’s Delaware, Black residents are incarcerated at a rate of nearly 5:1 compared to their white counterparts while the incarcerated population has been sickened and killed by COVID-19 at the fifth-highest rate in the nation.
 
The governor’s preferred response of “no comment” doesn’t cut in when lives are at stake and citizens are being treated as less than human. It’s time to hold Carney accountable to the communities he claims to serve, rather than letting him continue to slide by on support from the “Old Boys’ Club” of rich, white lawyers and corporate insiders.
 
We need to leave the old Delaware way behind: no more giving millions of dollars in government contracts and no-bid legal fees to scandal-ridden firms like Skadden Arps; no more “revolving door” between top government positions and lucrative private sector jobs; and no more hollow shows of support for Black Lives Matter and racial justice while continuing to uphold the very systems that keep Black Delawareans down.
 
It’s time to build a “New Way Forward For Delaware” so that not just the rich and powerful have the chance to thrive. Carney has failed the citizens he claims to serve. It’s up to us to hold him accountable so that we can have a more equitable, just, and transparent future in the First State.
 
Kevin Obarski, a founder of Citizens for Transparency and Inclusion, is based in Atlanta.
Folks, if Joe Biden does not win the election, he can point to his own home state of Delaware for the corrupt “Delaware Way” led, in my view, by Chancellor Andre Bouchard and former Delaware Chief Supreme Court Justice Leo Strine, both from law firm Skadden Arps. In his own state, with Bouchard and Stine’s, in my view, disturbing corruption, and his own son’s laptop, are to blame.  The winks, the nods, people getting paid off in backroom deals, are the corrupt activities that have sunk America’s First State, deep in the “Delaware Way.” It started with Joe Biden in 1972 and has spread like unchecked cancer throughout our state for many years. If Biden loses, he has Bouchard, Strine, Hunter, and the “Delaware Way” to blame, with his state and family doing him in.   Please send me your feedback! See the Bloomberg article from July below for more on the “Shady” state of the “Delaware Way.”  Respectfully Yours,  [avatar user=”Judson Bennett” size=”thumbnail” align=”left”]Judson Bennett[/avatar]  Scroll down to read the interesting article:  INSIGHT: The State of Incorporation’s Shady State of Affairs  July 14, 2020, 4:00 AM  Delaware Court of Chancery in Georgetown, Del. | Photo by Pat Crowe Ii/Bloomberg via Getty Images  By Seema Iyer Attorney/Journalist  The Delaware Chancery Court is in need of reform, says attorney Seema Iyer. She looks at recent cases that demonstrate some legal and ethical problems with a court that handles only corporate cases, with no juries, and has judges that, she says, arguably disregard facts. Delaware is famous for two things—the Democratic presidential nominee, Joe Biden, and being the state of incorporation. The time has arrived for Delaware to stop being known for the latter. More than one million businesses, over 50% of publicly traded entities and more than 66% of Fortune 500 companies, incorporate in Delaware. Why is that? There are a few reasons, but topping the list may be the Delaware Chancery Court. A judicial system solely devoted to corporations. No juries, just judges with foremost expertise in corporate law.  The TransPerfect case first brought my attention to the Delaware Chancery Court in 2015 and has kept my eyes glued there ever since.  The global translation company went to trial that year when one partner, Elizabeth Elting, filed suit against the other partner, Phil Shawe, to force the sale of their company. Despite flourishing at approximately $470 million in revenue, the presiding judge, Andre Bouchard put the case up for auction and utilized the seldom-used mechanism of appointing a custodian.  At auction, Shawe, Elting, and outside bidders would have the chance to purchase a company Shawe tried to purchase outright. One of the many reasons auction made zero sense. Finish reading the article on Bloomberg Here  

OPINION

  Dear friends, I would like to say that winning in Delaware Courts has something to do with the truth, the merits, justice, or the law. In my view, It does not, so I can’t say it! I wrote some rules to guide future litigants: Rule 1) Perhaps be best friends and golfing buddies with the Judge, like Kevin Shannon? Rule 2) Be rich, be elite, and be country-club connected to the billionaire-boys club, perhaps like the Chancery Court Judges? Rule 3) Re-Read Rules 1) and 2) See this Reuters article below and smell what I consider the stench of the “Delaware Way” corruption, as attorney Kevin Shannon notches yet another remarkable against-all-odds win. God help us in Delaware if this form of justice continues. The only way this can ever be fixed is to change Delaware’s political leadership which I fervently advocate. Let me know your thoughts on this one, folks!   Respectfully Yours,   JUDSON Bennett-Coastal Network COASTALNETWORK.com  

Delaware court axes Baker Hughes shareholder claims over GE merger

By Maria Chutchian (Reuters) – A Delaware court on Tuesday threw out most of the claims brought by Baker Hughes Co shareholders asserting they were not given complete financial information about the oilfield service provider’s 2017 merger with General Electric’s oil and gas segment. In a 55-page decision, Chancellor Andre Bouchard of the Delaware Court of Chancery dismissed claims against GE, former Baker Hughes CEO Martin Craighead and the company’s former CFO, Kimberly Ross, accusing them of misleading shareholders about the $23 billion merger. He did, however, allow a claim that Craighead breached “disclosure duties” to stand. Lawyers for the shareholders, Frank Schirripa of Hach Rose Schirripa & Cheverie and Jeroen van Kwawegen of Bernstein Litowitz Berger & Grossmann, did not immediately respond to a request for comment. The shareholders had argued they should have received the unaudited financials that the board relied on in initially signing off on the deal as well as the audited financials that were later disclosed so they could compare the two before voting on the deal. The agreement included a provision whereby Baker Hughes could terminate the merger and receive a fee if it discovered material differences between the unaudited and audited financials. Bouchard wrote that the shareholders failed to support their claim that GE, by not ensuring that its unaudited financials were included in a proxy statement Baker Hughes distributed to shareholders, aided the board’s failure to disclose key information to the shareholders. The shareholders did not offer sufficient allegations that GE knowingly or otherwise participated in the board’s decision not to disclose the unaudited financials, he concluded. “Plaintiffs’ primary contention is that General Electric aided and abetted the Baker Hughes directors in breaching their duty of care by creating an informational vacuum that induced the board to enter a bad deal based on GE O&G’s unaudited financial statements,” Bouchard wrote. “This claim is not reasonably conceivable.” The shareholders filed two suits in 2019, which were eventually consolidated. In addition to their claims against GE, they accused the Baker Hughes board of breaching its fiduciary duty by entering the deal based on unaudited financial statements from GE. They later dropped those claims and instead focused on those against GE and the company’s CEO and CFO. In Tuesday’s decision, Bouchard found that the plaintiffs sufficiently alleged that the lack of unaudited financials to compare with audited financials in a proxy statement was a “material omission.” However, he deemed the allegations that Ross acted in bad faith or was grossly negligent with respect to the merger “exceedingly thin.” Bouchard did allow the same disclosure-related claim against Craighead to survive due to the shareholders’ allegation that he signed the proxy in question. The judge dismissed a breach of fiduciary duty claim against Ross and Craighead in its entirety, noting that a 12-member board of directors approved the merger and that the complaint does not allege that the two officers concealed audited financials from the board. “In effect, Plaintiffs’ grievance is that Craighead and Ross did not pound on the table vigorously enough to persuade twelve concededly independent and disinterested Board members to reach a different conclusion concerning the import of the Audited Financials. Plaintiffs cite no authority to support such a claim and the court is aware of none,” Bouchard wrote. The case is In re Baker Hughes Incorporated Merger Litigation, Court of Chancery of the State of Delaware, No. 2019-0638. For the shareholders: Ned Weinberger and Thomas Curry of Labaton Sucharow; Jeroen van Kwawegen, Edward Timlin, Alla Zayenchik and Gregory Varallo of Bernstein Litowitz Berger & Grossmann; Thomas Uebler, Joseph Christensen and Hayley Lenahan of McCollom D’Emilio Smith Uebler; and Frank Schirripa and Kurt Hunciker of Hach Rose Schirripa & Cheverie For Craighead and Ross: Kevin Shannon, Matthew Davis, and Callan Jackson of Potter Anderson & Corroon; and Samuel Cooper and Edward Han of Paul Hastings. For GE: Michael Kelly, Andrew Dupre and Sarah Delia of McCarter & English; and Alan Goudiss, Paula Howell Anderson and Grace Lee of Shearman & Sterling

OPINION

Dear friends,

Folks, there’s been a huge break in Delaware’s TransPerfect case. Chief Exceutive Phil Shawe has won the transparency that he’s been fighting for in our Chancery Court. After years of battling, the question looms large: Will Chancellor Andre Boucahrd actually make his “Delaware Way” cronies show their bills as promised?

I’m as curious as you to see if Skadden will show the bills for the work they allegedly have done over the years in this case, to the tune of $14 million in undisclosed and non-itemized invoices. All the employees, who had to put up with this forced sale of their company, deserve justice.

See the article below. I would love to hear your feedback on this one folks! The day of reckoning has finally arrived.

Respectfully Yours,

JUDSON Bennett-Coastal Network

Coastalnetwork.com

Citizens for a Pro-Business Delaware Applauds Ruling To Unseal Court Records in TransPerfect Case, Calls on Skadden Arps’ Robert Pincus To Resign As Custodian

October 30, 2020

Wilmington, Delaware – Today, following news that the Delaware Chancery Court has ruled to unseal nearly the entire court record in the court case that forced the unprecedented sale of TransPerfect, Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey released the following statement:

“This ruling is a major step in the direction of transparency and accountability for the thousands of the TransPerfect employees who founded Citizens for a Pro-Business Delaware, whose livelihoods were put on the line by the Chancery Court’s unprecedented and unnecessary forced sale of TransPerfect.”

“Finally, we will get answers to why Skadden Arps has pilfered the coffers of TransPerfect to the tune of $14 million in undisclosed and non-itemized invoices. Finally, we will have the chance to see where the money went and if it was spent for legitimate and necessary legal services, rather than to just pad Skadden’s bottom line.”

“Now that Skadden will not be able to bill TransPerfect in perpetuity without scrutiny or transparency, we’re hopeful that their Partner and custodian of the TransPerfect sale, Bob Pincus, will resign his role as custodian. After all, over-billing TransPerfect without explanation seems to have been his only role in the years since the case was resolved.”

“Regardless, this ruling is a major step towards improved transparency and accountability for a court that has continuously resisted any efforts at common-sense reforms to increase transparency and guarantee judicial integrity, and we’re grateful that TransPerfect employees and shareholders will finally get the answers they deserve.”

Dear friends,  All five parties in the TransPerfect case, according to Court documents, agree to open the record on the case, which is long overdue, and truly the right thing to do. The parties on all sides, including the company itself, company co-founders Phil Shawe and Liz Elting, Shawe’s mother and company shareholder Shirley Shawe, and the court-appointed custodian in the case, Robert Pincus, have aligned. This is rare, folks. But wait and see: Folks, it is my opinion that Chancery Court Chancellor Andre Bouchard, can’t and won’t ever make law firm Skadden Arps show its bills — because it is quite clear to me that Bouchard has been using his court’s power to funnel money to his previous employer, Skadden. They will not, and in my view, cannot substantiate the work they claim to have done. Time will tell! Read the Law.com/Delaware Business Court Insider story below, folks, and you’ll see exactly what I’m saying. The question is, will Andre Bouchrad do the right thing?  Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left”]Judson Bennett[/avatar]   TransPerfect Sides With 2 Other Firms in Push to Unseal Delaware Court Documents By Ellen Bardash | October 15, 2020 at 04:59 PM The move was made during discovery in TransPerfect’s case in the U.S. District Court for the Southern District of New York alleging the other two companies made a sham bid for TransPerfect in an attempt to obtain trade secrets, but TransPerfect’s counsel and CEO said they will support their opponents’ push for the Delaware records to no longer be confidential.

Save TransPerfect protest banner

A private equity firm and a data technology company are asking a Delaware court to unseal documents involved in the auction of TransPerfect Global Inc.  The move was made by H.I.G. Middle Market LLC and Lionbridge Technologies Inc. during the the discovery process in TransPerfect’s case in the U.S. District Court for the Southern District of New York alleging the other two companies made a sham bid for TransPerfect in an attempt to obtain trade secrets, but TransPerfect’s counsel and CEO said they will support their opponents’ push for the Delaware records to no longer be confidential.  “The public deserves to see the whole thing. This is a very odd case because [the Court of Chancery] had everything sealed under the guise of it interfering with the auction, but the auction ended three years ago,” TransPerfect attorney Martin Russo said Thursday, noting he expects to notify Chancellor Andre Bouchard soon that TransPerfect has no objection to the documents it filed being unsealed. “And now, we’re even two years post sale, and they’re still maintaining confidentiality.”  Via a notice to the Court of Chancery signed by Elena C. Norman of Young Conaway Stargatt & Taylor on Oct. 9, H.I.G. and Lionbridge informed the Court of Chancery they’re challenging the confidential treatment of 68 documents in the litigation between TransPerfect CEO Phil Shawe and former partner Elizabeth Elting that led to TransPerfect’s sale.  Norman did not respond for comment on the filing Thursday. Russo said he and the rest of TransPerfect’s legal team were unaware prior to filing that H.I.G. and Lionbridge planned to challenge the sealed documents and that he hasn’t had communication with the companies’ counsel over the past week.  Shawe said TransPerfect not only supports H.I.G. and Lionbridge’s move, but wants the unsealing to go further, making the entire Delaware case record public, as he said he believes it should have been all along.  “TransPerfect has nothing to hide and has always wanted the record unsealed,” he said.  “[Lionbridge and H.I.G.] think the documents help their case, and we think the documents help our case, so we’d like to have them opened.”  Russo said throughout the progression of the Delaware case, TransPerfect saw pushback from the court and custodian Robert B. Pincus on requests to make documents public.  While the original matter involving Elting was recently settled, the case remains open as TransPerfect challenges Pincus’ billing, which is not part of the record. A motion is still pending over whether Shawe and TransPerfect can see those bills, the litigation of which is stalled while TransPerfect and Pincus continue mediation. Because TransPerfect’s legal team has already seen the sealed documents now being challenged, Russo said unsealing them won’t impact the evidence they have in the continued litigation involving Pincus. The main concern, he and Shawe said, is showing the public what happened throughout the six years TransPerfect has been in the Court of Chancery.  “Now that there’s someone else saying, ‘Hey, look, shed some light on this, because there’s no reason for it to be sealed,’ we’re going to join them and push it a step further to get full disclosure to the world,” Russo said.Dear friends, Reading the Delaware Business Now story below about the TransPerfect founders setting all of their legal disputes, It has me thinking, folks… imagine if Chancellor Andre Bouchard didn’t use the company’s Chancery Court case as an opportunity to enrich his friends at Skadden Arps, but just let the parties settle, as they just did! Hundreds of millions would have been saved by both sides and the crazy cash loot influx that went to Bouchard’s pals at Skadden and through the Delaware Chancery Court… all of that never needed to happen? Was this all engineered somehow by Bouchard with former Delaware Supreme Court Justice Leo Strine having his back? Read the story below, folks. Would love to know if you’re thinking what I’m thinking?! Respectfully Yours, JUDSON Bennett, Coastal Network https://delawarebusinessnow.com/2020/10/transperfect-owner-shawe-settles-legal-disputes-with-elting/

Phil Shawe re Incorporating in Nevada

TransPerfect owner Shawe settles legal disputes with former co-owner Elting By Delaware Business Now – October 6, 2020 Philip R. Shawe and Elizabeth Elting have settled out of court on long-running issues related to the sale of TransPerfect, a letter from Shawe’s attorney to Delaware Chancery Court stated. The one-time couple owned a 50-50 share of the New York City-based translation services company, with the case over control ending up in Chancery Court. While prevailing in the Chancery case, with Elting selling her share, Shawe has remained critical of Chancery Court and a decision to appoint a custodian Robert Pincus during the selling process. The battle, by some accounts, added up to a quarter of a billion dollars in costs. The settlement provides for the transfer of Elting’s 50 percent ownership interest in Wordfast, LLC, a company with technology used by TransPerfect as well as real estate holdings in New York and California. In a letter to Chancellor Andre Bouchard, Shawe’s lawyer said the TransPerfect owner is “similarly dedicated to finding extra-judicial resolution of the remaining disputes in this case.” The letter expressed hope for a settlement related to billing by Pincus and Skadden Arps. Shawe has claimed billing related to Pincus’ work lacks a detailed listing of services. A group known as Citizens for a Pro-Business Delaware through an affiliated Political Action Committee, claims in a TV campaign that Gov. John Carney has fallen short on issues related to the Black community in the state and corrections system. Critics of Citizens claim Shawe is funding the group. Carney is running for a second term.Dear Friends, Leo Strine, former Chief Justice of the Delaware Supreme Court, co-authored Fortune magazine piece with Jaap Winter that will “undermine capitalism” and erase decades of economic progress, in my opinion — but also according to radio talk show host, Kyle Keegan. Keegan vividly described Strine and his co-authors as Communists. “They want Socialism,” said Keegan, who was exasperated at the “idiotic” piece and at Strine, once a power-player in Delaware.

Kill Bigger Radio with Kyle Keegan Ep. 77

Strine claimed to be a business expert to secure his original job as Chancellor, but his only business experience: Current Chancellor Andre Bouchard’s summer associate at (you guessed it) the infamous Skadden Arps. People disagree on whether or not Strine resigned in disgrace over his “shady” handling of the TransPerfect case, but I clearly remember Leo Strine supporting extreme actions that enriched his Skadden henchmen, and destroyed the lives of ordinary workers for years. Having his former intern on the appellate court worked as an advantage for the Bouchard-Strine cronies, and in my view, there was never a chance to derail this backroom deal. Justice Valihura dissented and likened the Chancery’s decision to a “Takings” under the 5th Amendment of the U.S. Constitution — yet Leo Strine bullied it through. Believe me, folks, “The Delaware Way” is a real concept and works through favor-trading, back-scratching, and soft corruption that I believe Strine and his friends built. It’s so outrageous that it is permitted to continue?!  Please check out the interview on YouTube below, and listen to Strine being taken to task by talk-show host Keegan! As always your comments are welcome and appreciated.  Respectfully yours,  JUDSON Bennett-Coastal Network CLICK ON THE LINK Fortune Magazine is a Commie Rag Now? – Ep 77 Kill Bigger Radio With Kyle Keegan In this episode, I felt the need to stick up for a dead man. Milton Freidman. The man has done a TON of good advancing the principles of free-market economics. I pick apart a Fortune Magazine article written by three “intellectual” communists. Unbelievable, given the name of the publication.

A Brief History of the Delaware Chancery

The Delaware Chancery Court is one of the oldest legal institutions in the United States. Its history can be traced back to the Revolutionary war. The Delaware Court of Chancery bills itself as one of the most prestigious courts in the modern world, but even a court with such a long and distinguished history is not immune to corruption and nepotism.

What is the Delaware Court of Chancery?

A chancery court differs in concept from a criminal court, circuit court, or court of appeals. The Delaware Chancery deals in cases of equity. The equity issues that result in Delaware Chancery Court decisions rely solely on a judge’s jurisprudence in applying fairness and common sense rather than legality, rules, and strictures in order to resolve disputes. Chancery courts, like the system found in Delaware, deal with civil cases rather than criminal cases. Delaware Chancery Court decisions revolve around contract disputes and business law. Other types of cases that you might see in a chancery court include: The Delaware Chancery Court mainly deals with business law due to the sheer number of businesses that are incorporated in Delaware.

History of the Chancery

The Delaware Chancery’s long and storied history stretches all the way back to 1792. Delaware’s Chancery Court is a product of historical English law coupled with concepts derived directly from the first Constitutional Convention. Among the most notable figures in the court’s 230-year history include:

History of the Chancery’s Membership

The Delaware Chancery derives much of its power and prestige from its public image as one of the fairest, most experienced legal institutions in America, with profound expertise in business law. Just below the public facade, however, the Chancery has a deep history of being an “old boys club.” There has always been an air of nepotism and political manipulation when naming each successive chancellor, but scandal came to the forefront in 1916 when Josia Wolcott was named chancellor in what came to be known as the “Dirty Deal.” At the time, it was alleged that Wolcott was promoted to the position by a Republican governor despite Wolcott’s Democratic status in order to maneuver one of the governor’s allies into congress. The scandal passed quickly, but the court’s reputation has been stained with favoritism since.

Andre Bouchard: Current Delaware Chancellor

Andre Bouchard was named chancellor in 2014. One of his most controversial Delaware Chancery Court decisions involved TransPerfect, a case in which the chancellor eschewed the court’s historically business-friendly modus operandi, instead using his new platform to attack the company while making political contacts. Since his tenure began, Bouchard has done everything in his power to reinforce the public perception that the Delaware Chancery Court is merely an old boys club. 

Coastal Network

The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.com  

Who is Chancellor Andre Bouchard?

Andre Bouchard is a public figure and career politician from the elite of Delaware. After working as an attorney for many years, Bouchard joined the Court of Chancery and has been at the heart of a few Delaware business scandals. He is now Chancellor Andre Bouchard of the Delaware Chancery Court.

1. Chancellor Bouchard’s School and Education 

Chancellor Andre Bouchard, raised primarily in Delaware, dedicated himself to education early on. Bouchard first attended Salesianum High School, an all boys private Catholic school located in Wilmington, Delaware. Following his upbringing at Salesianum Catholic School, graduating in 1979, Andre Bouchard attended Boston College for his Bachelor’s degree and later attended Harvard Law School with his juris doctorate.

2. Andre Bouchard’s Career Summary

With a history of privilege among the Delaware elite, Andre Bouchard has a lengthy list of cushy jobs from working as a corporate litigator at Skadden Arps to starting his own law firm Bouchard, Margules & Friedlander. Now, Andre Bouchard sits as the Chancellor Bouchard at the Delaware Court of Chancery.

3. Chancellor Bouchard’s Additional involvements beyond the Court

With privilege comes connections, and Andre Bouchard has a network of very powerful friends. Because of this, Chancellor Bouchard has also had many opportunities to work in various government positions.

4. Notable Cases from Bouchard’s Chancery Role

There are multiple cases worth noting, both from Andre Bouchard’s time as an attorney and as the Chancellor for the Delaware Chancery, however, the following cases from the CBS Merger to custody battle over TransPerfect and Meso Scale Diagnostics, showcase a similar theme for Bouchard. A theme runs through all of these cases: unprecedented intervening and oversight from government to business/organizations. For more information, visit Delaware State CourtConnect and Courtroom View Network (CVN).

5. Andre Bouchard’s Firm Represents State in a Federal Lawsuit

As previously noted, Bouchard founded and worked for Bouchard, Margules & Friedlander, a law firm that was once used (before Bouchard became Chancellor) to defend the Delaware Chancery Court in 2011. This case was important, as the Delaware Coalition for Open Government was attempting to prevent the courts’ ability to use confidential arbitration, which would significantly invade the rights of businesses and individuals. The Coalition prevailed, and Bouchard lost the case.

6. Chancery Case: Meso Scale Diagnostics V. Roche Diagnostics

In the midst of the Delaware Coalition for Open Government litigation, Meso Scale Diagnostics was in the middle of a Chancery Court suit against Roche Diagnostics, a case where Bouchard had more bias than Meso Scale knew, including the following: Andre Bouchard never admitted any relationship, yet information was covered up until recently. Meso Scale was not given the chance to request an unbiased judge and therefore claims it was an unfair trial.

7. A Voice for the People? Conflict of Interest in the Chancery Court

Though Chancellor Bouchard claims that he desires more than anything to protect the vulnerable, his case history would suggest otherwise. He consistently rules in favor of those in power, while leaving Delaware citizens without unbiased representation. The TransPerfect case, the Koch case and the Meso Scale Diagnostics case demonstrate the conflicts of interest that have been present in the Delaware Chancery Court for years since Bouchard has taken over.

8. Andre Bouchard and Skadden Arps

Before his career as Chancellor and running his own practice, Andre Bouchard worked as an attorney for Skadden, Arps, Slate, Meagher, & Flom LLP for 10 years. It is important to note Bouchard’s close relationship with the firm, as it has monopolized businesses in Delaware for decades. Bouchard not only worked as an attorney there, but also kept in close contact with many of his previous coworkers and employers, including Robert Pincus—who he brought on as the custodian in the TransPerfect case.

9. Andre Bouchard and Robert Pincus 

Both of these men are seemingly part of the Delaware “Old Boys Club” and worked for Skadden Arps at the same time; Bouchard as an attorney and Pincus primarily as an arbitrator. Yet, the close relationship didn’t seem to be a ‘conflict of interest’ in Chancellor Bouchard’s eyes when he brought Robert Pincus on to be the custodian for the TransPerfect case.

10. Chancellor Bouchard’s role in the TransPerfect case 

In the TransPerfect case, Andre Bouchard seemed to utilize his personal connections when making decisions. He appointed his friend and previous coworker, Robert Pincus, as custodian of the case. This led to mishandling of the case—for years, Bouchard did not require Pincus to hand over receipts for millions of dollars in bills directed at the company.

Coastal Network

The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.comIn 2019, Chancellor Andre Bouchard of the Delaware Chancery Court said he was “sympathetic to some of the concerns [TransPerfect] has raised,” subsequently ordering Custodian Robert Pincus and Skadden Arps to provide itemized billing details in support of the many non-itemized fees charged back to Phil Shawe and TransPerfect. At the time of the ruling, TransPerfect CEO Phil Shawe said the ruling was “a major win for transparency and openness in the Delaware courts.” However, amidst court closures due to Coronavirus, Skadden Arps decided to hide more of its documentation, believing it would go unnoticed or that the Delaware Chancery Court would yield to its traditional practices. Finally, in a motion that upset Chancellor Bouchard, Skadden Arps submitted what it thought was an appropriately redacted motion that hid most everything. On June 8, after TransPerfect requested Skadden Arps to clarify its redacted petition, Chancellor Andre Bouchard ordered for Skadden Arps to provide an unredacted record for TransPerfect. In what seems will finally provide just results, the Delaware Chancery Court told Skadden Arps in is not the sole arbitrator of what is secret and what is open. TransPerfect, Skadden Arps and the Delaware Chancery, including Chancellor Andre Bouchard, have continued to go head to head for a fair outcome in what has now become a five year legal battle. A legal battle that started when TransPerfect co-founders Phil Shawe and Liz Elting went to court for custody over the translation company, which is now the world’s largest. Original story in Medium.      

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…


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.

OPINION My Readers Respond! And they Don’t Like the Stench Coming From Delaware’s Chancery Court Dear friends, As you can see from the responses below, informed Delawareans don’t want what they’re seeing, and what I believe is happening: It apparently seems that a corrupt, Chancery Court Chancellor is single-handedly dismantling our State’s reputation. I sincerely thank you for your feedback on this amazing story that continues to draw national media attention. With over $250 million of company and shareholder money unaccounted for, much of it ordered to Bouchard’s former law firm Skadden Arps, this is in my view, perhaps the largest case of court corruption in United States history. TransPerfect has not been permitted access to the bills that have been ordered by Bouchard to be paid. Want an example of how corrupt I believe Pincus and Skadden are? Nearly two years after the case has been closed, TransPerfect is still paying millions annually to Skadden Arps. I know this is hard to believe, but this is the information I am receiving from my reliable sources in the company. To receive a “litigation hold notice” — which I am told is a one-page standard letter — telling parties in law suits to preserve evidence – Skadden Arps charged TransPerfect a whopping $140,000. It is insane that Bouchard thinks he’s powerful enough and untouchable enough that he can just seem to rub corruption right in the face of the public by condoning what I see clearly as court-sanctioned theft. Below are a few of your recent responses that I have cut and pasted directly into this article. I have removed the last names to protect the individuals from possible reprisals by Bouchard, Pincus, Shannon, Strine and their powerful network of cronies: Here is how Delawareans feel about these recent events: 1) From Pete: For Bouchard to hold TransPerfect, et al in contempt only looks like a cover-up. This is corruption and it looks like these boys have a nice little act going. Skadden Arps is notorious for their iffy operation! Bouchard and Pincus are part of it! Thanks for your great work. -PETE 2) From Sarah: Thank you for your wonderful coverage of this. Bouchard must be investigated! Sarah 3) From Alfred: Judson, I believe there has to be an investigation by the Delaware Senate? Alfred 4) From Chris: This Judge Andre Bouchard has got to go! Thanks for keeping us informed! Chris 5) From Paul: Interesting commentary. I wonder if the Nevada Courts will come into conflict with the Delaware Courts and will the Chancery’s attempt at a Contempt charge be valid now that TransPerfect has moved its corporate headquarters? Regardless, the system is layered with back-covering throughout. 6) From John: Dear Jud, They apparently are all in it together. Nobody has ever addressed the Chancery Court’s operation like you have. We in Delaware always prided ourselves on a pristine state with positive economics and honest courts. These appearances of impropriety are shocking. Keep up the great work. JOHN 7) From Tom: Judson, It seems in life, if there are loopholes people always find them. If there are flaws in the law, they find a way to be corrupt. The integrity of the justice system must be upheld at all costs. This stuff is outrageous and very disturbing. Thanks for writing this. TOM 8) From Patty: Jud, Your great work is the talk of the town. This is amazing — you can’t make this stuff up. How does this guy Robert Pincus think he can get away with this? Bouchard must be so arrogant and comfortable in his position to operate the way he does. Who has the guts to do what is necessary??? Jud you are something else. LOL. All the best to you and keep it up. PATTY 9) From Dennis: VERY INTERESTING! 10) From Laurence: Hey Judson, How can this happen? It seems logical that TransPerfect’s lawyers need to start talking to the AG’s office?? 11) From Richard: Remember the old saying, you can’t beat city hall. It is such a shame that we now have to be suspicious of an institution that was once so respected. I feel sorry for Mr. Shawe to have to go through this BS. Thanks for all you do. All the best, Dick 12) From Doug: Judson, This is scary stuff when the people we have to go to receive justice, could be corrupt. I won’t incorporate in Delaware anymore. Doug 13) From Laurie: An amazing and thorough expose of something that needs to be exposed. What a story—there is a movie in this for sure. We wait for the outcome. Keep up the great work. Laurie 14) From Sally: Judson, My first time responding to you in quite a while. This is heavy stuff. It seems that Bouchard is attempting to use every angle to maintain control and cover his tracks. The only way change will be made in the judicial system is for Delaware to make political change. You have done an excellent job bringing this to light. Keep up the good work. I ask you, folks, who are seeing what’s happening here, could Andre Bouchard actually be attempting a cover-up? Will the Nevada courts rule in favor of TransPerfect? Can Chancellor Andre Bouchard actually and legally withhold evidence on the un-itemized and unexplained invoices in the amounts of millions of dollars submitted by the law firm of Skadden Arps? The appearances of impropriety are mounting and you the citizens of Delaware are demanding action! I appreciate your interesting feedback; please keep your responses coming! We are making a difference! Respectfully Yours, JUDSON Bennett-Coastal Network

OPINION

Dear Friends,

Folks, more developments are happening with the Skadden Arp’s law firm and Chancery Court Chancellor Andre Bouchard, who in my view, are working collaboratively to continuously bilk TransPerfect, nearly two years after the case!

What happens when you demand to see Skadden Arps’ bills after being Court-Ordered to pay the Chancellor’s friends millions blindly? Well, if you demand it in a fair forum like Nevada, what happens? Suddenly Skadden Arps — seemingly to hide their bills and deflect from allegations of massive over-billing — runs to their “never-lose-a-motion” buddy Bouchard, in what I see as a home-court advantage, that in my book violates every principle on which United States Justice is based.

Skadden Arps, Bob Pincus, and Andre Bouchard appear to be desperately trying to deflect attention from what I’ve seen as the real issue all along: Skadden Arps, show your bills!!! To the public, to the payor TransPerfect, to someone, anyone?

If you did the work you say you did, why engage in a deception and deflection, “Contempt” motion? Just show your ordered and itemized bills. It’s obvious to this journalist and my confirmed opinion, that your buddy Bouchard gave you a blank check and you possibly misused it!

In my opinion, TransPerfect should not have to defend a “Contempt” motion, being made so Skadden and Bouchard can divert attention from the real issue: Ordering TransPerfect to pay Skadden Arps millions after the Custodian retired, with apparently no explanation whatsoever.

Folks, it is my belief that Bouchard’s Chancery Court reeks of rampant appearances of impropriety with disconcerting suspicions of collusion and corruption.

Something must be done and I see from the onslaught of feedback you’ve been generously sending, it’s resonating with you as well. I’ll share the excellent feedback with you soon. Keep it coming! Together we can do something important here and bring about change in Delaware’s Court of Chancery.

Please stay tuned because yours truly will keep investigating and sharing with you frequently.

Respectfully yours,

JUDSON Bennett-Coastal Network

OPINION Dear Friends, My sources have told me that after taking only 15 minutes to examine the motion, Bouchard has now granted a new motion clearly encouraging the Infamous Skadden Arps law firm, who I believe is acting in coordination and on behalf of the Chancery Court, to further retaliate against TransPerfect (now a Nevada Corp), Philip Shawe, and Shirley Shawe (79-year-old senior citizen). How? Through a “Contempt of Court” motion? Outrageous and Absurd! Why? Because after still being looted by Pincus and Skadden Arps more than 1-year after the case, TransPerfect was forced to seek the protection of the Nevada Courts. Can you blame TransPerfect for wanting to litigate in a fair forum?! For years Bouchard has made his buddies rich and now that TransPerfect is in Nevada, he needs a way to keep TransPerfect under his control and to keep the gravy train going. This comes after the world’s longest series of arbitrary and capacious rulings, all coincidentally against TransPerfect and the Shawes and ALL FOR THE BENEFIT of his former law partners (Pincus, Lamb) and his best friend for 20 years, Kevin Shannon. $250 million was spent with lawyers and Bouchard’s friends, and sealed documents prevent the public from knowing why? Want more proof that they are in cahoots? My understanding from folks I’ve talked to about this is that Pincus is contractually bound NOT to say bad things publicly about TransPerfect and Shawe — that’s one of the things Shawe paid for with his $385 million in Bouchard’s rigged auction — but now Bouchard has granted an extra-long motion for Pincus to basically do an end-run around his contractual guarantees not to talk negatively about TransPerfect or Philip Shawe. Mark my words, Bouchard granted this unusually large extension motion, purposefully so he could aid and abet Pincus’ continued, and in my view, illegal, disparaging, defaming and looting of TransPerfect. In my opinion folks, Delaware’s Skadden office and their thinly-veiled coordination with Bouchard are a form of incestuous, organized crime. How else does it look, I ask? Watch for what I think will happen based on conversations with a few of my attorney friends: Former appointed Custodian Robert Pincus writes a nasty motion with false claims and then illegally leaks it to the press — so that the Chancery Court can further retaliate against TransPerfect, Phil Shawe, and Shirley Shawe. OUTRAGEOUS FOLKS ! This is exclusive coverage brought to you by the Coastal Network! I have worked hard to cultivate sources inside the organization, who spoke with me under the strict condition of anonymity — out of fear of reprisal from Bouchard. Sound American? Not to this journalist! Stay tuned! Your comments are welcome and appreciated. Yours truly, JUDSON Bennett-Coastal NetworkDear Friends, Finally, a lawsuit has been brought against Robert Pincus of Skadden Arps! The case has been brought by TransPerfect Global, which has spent over a million dollars in fees since the completion of the company’s sale, and yet they still don’t know what they’re spending all of that money on. The bills, as you may recall, are under seal by Andre Bouchard, Chancellor of Delaware’s Chancery Court. Pincus was appointed as a custodian at TransPerfect Global, in essence, to break all ties between the company’s founders as they battled in court. Meanwhile folks, a referee is no longer needed! The case has long been solved and Pincus is still sending up to $90,000 in monthly invoices for undisclosed work to a company that no longer requires his services and has since moved its headquarters 2,500 miles across the country. How absolutely ludicrous this man apparently is, thinking that he has the right to still be drawing funds from this company! What gives, Chancellor Bouchard?! If money is still being siphoned out of the company coffers, at least Mr. Bouchard, please have the leadership to let this company, which is no longer under your jurisdiction, know exactly what it’s paying for! Folks, TransPerfect is apparently still paying bills (all unexplained or un-itemized and hidden) which have been imposed by Delaware’s Chancery Court even after the company has officially moved to Nevada, even after the sale is over, and even after I have been beating this drum and telling this heinous story for years now! Frankly, all this is significant and amazing to this investigative reporter! Would Andre Bouchard keep paying a car payment for his Bentley to the car dealership, long after he had sold the car to his neighbor? I think not. Would he continue to pay for landscapers to cut the acres and acres of land at his estate if he had sold the place? You bet he would not! The apparent audacity and arrogance of Andre Bouchard is simply astounding. As I see it, not only are the rules of the Chancery Court ancient and outdated, but this man presides over his court with personal and subjective decisions not based on previous law or logic. Well guess what folks, TransPerfect Global has filed suit against Robert Pincus and frankly, in my humble opinion, it is about time. I see it as refreshing to see some light finally shining on the situation and hopefully Robert Pincus’ and Chancellor Bouchard’s suspicious ways will be exposed by this lawsuit. Read the story below and let me know what you think! As always your comments are welcome and appreciated. Respectfully yours, JUDSON Bennett-Coastal Network

Skadden Partner Who Ran Transperfect Sale Hit With Fee Dispute

Mike Leonard – Bloomberg Law Aug. 15, 2019 A former partner at Skadden, Arps, Slate, Meagher & Flom was hit with a lawsuit challenging the fees he wants for serving as tiebreaking director of Transperfect Global Inc. and running its forced sale after a controversial court ruling. A Delaware judge in 2015 appointed Robert B. Pincus custodian of the translation company and ordered it sold at auction, finding that co-founders Liz Elting and Phil Shawe were incapable of running it after breaking off their romantic relationship. A divided Delaware Supreme Court upheld the appointment in a 2017 ruling, rejecting the argument that the judge exceeded his authority by ordering a profitable company sold based solely on a leadership deadlock. The case attracted widespread attention, both for its tabloid-ready details and for the novel legal issues it raised. Shawe subsequently bought out Elting at a “modified auction” and moved the company’s headquarters from Delaware to Nevada. Pincus’s bills for his work in the matter came to between $58,000 and $90,000 each month from May to July this year, according to the partly redacted complaint Transperfect filed in Nevada’s Clark County District Court. Those bills contained misrepresentations, including a request covering time spent as a witness that’s “not properly chargeable to the custodianship,” Transperfect says. The judge “unwittingly” granted Pincus’s fee requests without realizing Transperfect hadn’t seen them, the suit says. Because those reports were filed under seal, Transperfect doesn’t have specific information about what work was done, who did it, how long it took, or what the hourly rate was, the Aug. 12 complaint claims. Absent that information, the company can’t “assess the reasonableness of the amount of fees,” it says. Skadden has demanded the money from Transperfect rather than taking it from an escrow fund established to pay Pincus’s fees, and has responded to questions by citing sealed court documents Transperfect can’t access, according to the complaint. Skadden and Pincus didn’t immediately respond to Aug. 15 requests for comment. Transperfect is represented by Brownstein Hyatt Farber Schreck LLP and Kruzhokov Russo PLLC. The case is Transperfect Global Inc. v. Pincus, Nev. Dist. Ct., No. A-19-800185-B, complaint filed 8/12/19.OPINION Dear friends, Yet again, just in case anyone thinks the damage Chancery Court, Chancellor Andre Bouchard has done to Delaware’s reputation is confined to just Delaware or just the United States of America, you’d be incorrect. Here is yet another article from a Spanish newspaper. The article highlights and underscores exactly what I’ve said for months, if not years. There are many changes that need to be made to fix our Chancery Court. I hope we have the courage and conviction to take on the “good old boy’s club” who, in my view, could easily be profiting from corruption under the current system — of course those who might be profiting will resist change with every bit of wealth and power and close-door favors they can muster. The Super Bowl for court and government transparency in Delaware is about to begin. The battle lines are drawn and it’s almost kick-off time for the Citizens vs. Bouchard and his cronies. The Coastal Network promises to give my readers a front row seat on the 50-yard line. Please stay tuned and keep your feedback coming, it is always welcome. Respectfully yours, JUDSON Bennett-Coastal Network PLEASE SCROLL DOWN TO READ THE SPANISH ARTICLE https://cronicaglobal.elespanol.com/business/transperfect-lucha-sistema_265299_102.html

TransPerfect employees lead the fight against system bias

Citizens for a Pro-Business Delaware was born as a result of the multinational’s case to defend workers’ interests against the possible sale of the company to vulture funds 30.07.2019 12:39 h . When many believed that the TransPerfect case was over, it seems that the struggle of the workers and former workers of the translation multinational has only just begun. Citizens for a Pro-Business Delaware citizen platform has presented in Wilmington a proposal for legal reforms that aim to restore the prestige and neutrality of the Delaware judicial system. These were questioned following some controversial decisions by Delaware Supreme Court judge Andre Bouchard . Citizens for a Pro-Business Delaware was born as a result of the TransPerfect case to defend the interests of workers against the possible sale of the company to vulture funds . It is currently made up of employees and former employees of the company, Delaware residents and people from the state’s business sector. All of them total more than 2,700 people. Once the shareholder conflict is resolved, the platform has now expanded its struggle and, beyond focusing on the TransPerfect case, wants to restore the neutrality and good practices of the Delaware judicial system. The organization is chaired by Miranda Wessinger, former director of global events at TransPerfect in Atlanta. The TransPerfect case The TransPerfect litigation that endangered more than 5,000 jobs worldwide, 500 of them in Barcelona, ended when Phil Shawe, current CEO and founder of the company, bought 50% of the shareholding . Until then it was in the hands of his ex-wife Elisabeth Elting . Shawe stayed that way with the entire company and regained its business strategy . However, the judicial process in which the company was involved called into question the reputation of the State of Delaware, where TransPerfect had the administrative headquarters before transferring it to Nevada for its disagreement with the state judicial system. During the judicial conflict, the State of Delaware led by Bouchard made decisions that cast doubt on its impartiality and hinted that several law firms could have made a profit with the consent of Judge Bouchard. This same judge made the decision to hide from the public the judicial file of the case once it had been concluded, thus incurring in an absolutely unusual decision and that left the judicial law according to several experts. Today, the file remains inaccessible to the public, something that has fueled suspicions about the judicial management of the case . Loss of neutrality In this context of disappointment and frustration on the part of the citizens of Delaware, the US Chamber of Commerce published a ranking of neutrality of the judicial systems of the country where Delaware dropped from first position to eleventh, leaving in evidence the latest decisions taken by the state. Despite adverse circumstances, Phil Shawe’s company continues to grow exponentially and the first three months of 2019 recorded revenues of more than 140 million euros, which implies an increase of more than 8% over the same period from the previous year.OPINION Dear Friends, Wow, Leo Strine, Chief Justice of the Delaware Supreme Court, protégé, intern, and protector of Chancellor Andre Bouchard and law partner with him at Skadden Arps (the infamous law firm, which has been fined by the U.S. government for illegal lobbying), is stepping down with half his term unfinished! I wonder if the shame and disgrace of the perceived TransPerfect heist happening under his watch had played a role? Could he have been forced out based on Delaware’s plummeting rating for business and also possibly because of allegations of serious irregularities?? Could a scandal be coming that Strine knows about??? Strine, in a nonsensical majority opinion, upheld Bouchard’s ridiculous rulings on appeal because as I see it folks, he’s Bouchard’s pal in fleecing TransPerfect under the guise of “deadlock” at a wildly successful corporation. Remember, the only female jurist, Justice Valihura (a non-member of the old boys club) wrote a brilliant dissenting opinion establishing the illegality of Bouchard’s ruling under Delaware law and the U.S. Constitution. While he may have political ambitions, in my opinion, these are a pipe-dream based on the many skeletons in Strine’s closet. Further, in my view, TransPerfect has defined his and Bouchard’s administrations. As I have been saying for the past few years, their handling of this case from my perspective has been a disgrace, a farce, and the shame of Delaware. Make no mistake, in my mind, TransPerfect is huge part of the reason Strine is stepping down. Could Strine know something is amiss? He and Bouchard, very plainly in my view, usurped and engineered the outcome of the TransPerfect case to enrich their former law partners and good ole boy cronies. To me, Bouchard is clearly the puppet master, and still in charge of his former underling, Strine. Delaware would be a thousand times better off if Bouchard would agree to step down as well. Regardless, they both reek of improprieties in my opinion. Good riddance Strine! Please feel free to take, what I consider, your “Bonnie & Clyde” partner, Andre Bouchard with you! Let’s make room for Karen Valihura as Chief Justice!!! She makes her decisions based on respect for the Constitution and the rule of law. She is the polar opposite of Strine and Bouchard, honest and dedicated. Valihura has the endorsement of the Coastal Network, that is for sure. To my way of thinking, Strine and Bouchard are a disgrace. I will continue to share that opinion. One down, folks. One to go! The Delaware Judiciary needs a fresh start! Please read the breaking news article below from the “Delaware News Journal” and Sam Waltz’s article in the “Delaware Business Times” (written in May!) just below it. As always your comments are welcome and appreciated. Sincerely yours, JUDSON Bennett-Coastal Network https://www.delawareonline.com/story/news/2019/07/08/leo-strine-delaware-supreme-courts-chief-justice-steps-down/1672795001/

Leo Strine, Delaware Supreme Court’s chief justice, to step down

Delaware News Journal Published 3:43 p.m. ET July 8, 2019 | Updated 4:08 p.m. ET July 8, 2019 Leo E. Strine Jr., Delaware’s witty and sometimes controversial Supreme Court chief justice, is stepping down from the bench with about half of his term remaining. Strine delivered his resignation letter to Gov. John Carney on Monday, stating that he plans to retire in the fall. The press release from the governor’s office did not detail why Strine plans to step down. Strine’s spokesman said the chief justice is on vacation and not available for comment. “I can say to you with confidence that the judiciary of this state is strong, that we are addressing our challenging and diverse caseloads with diligence, skill and dispatch and that we are continually looking for new ways to serve the people of Delaware even more effectively,” Strine wrote in his resignation letter. He was nominated to a 12-year-term by former Gov. Jack Markell in 2014, replacing former Chief Justice Myron Steele. During his tenure, the court invalidated the state’s death penalty and ruled on controversial land use issues including the development of Barley Mill Plaza in Greenville and weighed in on billion-dollar business disputes. Delaware Chief Justice Leo Strine in March 2015. (Photo: The News Journal) Before his appointment to the state’s highest court, Strine served as a judge and chancellor on Delaware’s Court of Chancery from 1998 where he developed a reputation as a huge personality in the world of corporate law. Delaware Supreme Court Chief Justice Leo Strine questions an appellant before the court. (Photo: XERXES WILSON/THE NEWS JOURNAL) Strine grew up in Hockessin and, in the private sector, was a corporate litigator for Skadden, Arps, Slate, Meagher & Flom, one of the largest law firms in the country. Prior to his time on Chancery, he was counsel to former Gov. Tom Carper, who is now a longtime Delaware U.S. senator. Rumors of his potential departure have been circulating for months, partially fueled by him not hiring legal clerks for the upcoming court calendar. His stepping down begins a process in which current Gov. John Carney will nominate his successor, a dance that will be watched closely by legal and corporate circles around the world given Delaware’s prominence in business. NEXT ARTICLE BY SAM WALTZ:
Sam Waltz: Strine to Retire Soon?

Sam Waltz: Strine to Retire Soon? May 13, 2019 on Hon. Leo Strine Jr.,

By Sam Waltz (Founding Publisher) in Delaware Business Times The widely anticipated early retirement of Delaware Supreme Court Chief Justice Leo E. Strine Jr. seems to be the state’s “worst-kept secret,” rivaling Joe Biden’s 2020 presidential hopes, and is being discussed openly in some of the state’s loftiest circles. I’ve reached out to the Chief Justice for comment. I’ve not heard back from him, and frankly I didn’t expect to. He’ll make his announcement on his own schedule, and he deserves to. He’s accomplished a lot for a mid-career legal counselor, just 55, even more than prestigious jurists 20 years older. But failing to recognize and perhaps even memorialize the rampant speculation would be journalistic malpractice. So, at the risk of preempting His Honor, here we are. (I’ve known Leo’s mother and father, a banker and a wealth manager respectively, for years, even longer than I’ve known Leo, but I’d never put them in the awkward position of asking them about it.) Buttressing this massive speculation — which I first heard two months ago — is the fact that he has not hired any clerks for the court’s next calendar year, which begins in September . Ordinarily that occurs before the end of the previous year, when such clerks are interviewed and hired. They are prestigious positions, and, in Delaware, it’s not unusual for former clerks themselves to ultimately ascend to the bench. So far, I’ve chatted about this with some of the state’s highest officials and former officials, about a dozen of them, in the judiciary, in Legislative Hall and even in the lobbying corps and prominent members of Delaware’s bar. Everyone seems to have had heard it, but each asked for anonymity — no one wants to get caught spilling the Chief Justice’s secrets — and then went on to discuss it openly. Chief Justice Leo Strine assumed office on Feb. 28, 2014, succeeding retiring Chief Justice Myron T. Steele. Previously, he’d served on the Court of Chancery since 1998, appointed there by Gov. Tom Carper, whom he had served as legal counsel. He ascended to head the court as Chancellor in 2011, before he was moved to the Supreme Court in 2014 by Gov. Jack Markell. (Note, too, that in Delaware, even going on the Bench requires significant ambition. Attorneys must apply to the Judicial Nominating Commission, be interviewed, and be recommended to the governor for the position. It’s not a process for the reticent or modest!) He earned a bachelor’s degree from the University of Delaware, and his law degree from the University of Pennsylvania. He grew up in Hockessin, where his parents and his family still live, and he graduated A.I. du Pont High School in Greenville. He served in some prestigious legal clerkships himself and worked for the prestigious Skadden Arps firm before joining Gov. Carper. The two big questions on all minds now seem to be … • When will he announce his retirement? • What will he do next? Dealing with the second question first, two things are mentioned. First, people with his background and accomplishments make a huge personal financial sacrifice in serving on the bench, although it does advance their billing rates when they re-enter private practice. It’s not out of the realm of the expected to anticipate that Chief Justice Strine could and would pull in $1 million a year, perhaps even more, in private practice. And part of the speculative reason is that he’s at the stage with young adults heading off to college, so his family would benefit from the change. Beyond that, though, one or two speculated that he really wants to be governor one day, and a lucrative legal career would secure his family’s future for a return to public service in an elected role. Certainly, he’ll have some competition if he runs in 2024 when the Democrat establishment thinks Gov. Carney will complete his second term. Lt. Gov. Bethany Hall-Long, U.S. Rep. Lisa Blunt Rochester, Insurance Commissioner Trinidad Navarro and Rep. Bryan Townsend are among the dozen or so names prominently mentioned as prospective Carney successors. As to the question of when he’ll announce, well… Speculation centers on the Delaware Bar Association’s annual Bench & Bar Conference, convened at the direction of the Chief Justice himself, this year at 8:30 am on June 14 at the Chase Center on the Riverfront. Interestingly, theme of this year’s conference is “Pathways and Reflections: Adventures in Law.” “All of us think it will be there, at the Bench & Bar conference,” said one of the state’s highest-placed officials. “Many of us will already be standing, so Leo will automatically have a standing ovation when he announces.” Historically, that conference had an afternoon-evening component, and that would have taken place later in the day. This year, it starts in the morning, so we’ll see what works out.
OPINION
Dear Friends,
Delaware’s Chancellor Andre Bouchard attended a conference last week and volunteers from “Citizens for Pro Business Delaware” showed up to ask questions about the Chancery Court. His response? He had them removed from the property. Can you believe it? Time and time again, he has shown that he has thin skin. But ladies and gentleman, if you can’t take questions about your tenure, you should not be a judge.
As I have documented in my columns to you many times, Judge Bouchard is already infamous for one of the worst decisions in Delaware history, as I see it, in the TransPerfect case (an adjudication based on pure bias and grotesque subjective rulings). He appointed his friend and former business partner as a custodian of a company, who then made millions of dollars on the backs of the TransPerfect employees who have been going without raises and additional benefits, as I understand it, because of this outrageous fleecing.
The latest Bouchard fiasco happened when volunteers from “Citizens for Pro Business Delaware”, wanting answers and asking for transparency, were required to leave because Bouchard did not like the literature they were passing out, which asked for a transparent court in Delaware.
A man who has the courage of his convictions, a man who had nothing to hide, would have openly addressed the criticism with facts and ideas, and positive ANSWERS. Instead, security removed the volunteers.
As I see it folks, Bouchard has and still is intentionally withholding evidence from public scrutiny, a man that has innumerable conflicts of interest and many appearances of impropriety that have cost Delaware a loss of reputation (dropping the state from #1 to #11 in a national survey for providing fairness and equity).
The Chancery Court has operated like a “Boys Club” for years in my view, as the judges give business to their friends and associates and nobody challenges them on it. Cameras are kept out of the courtroom and proceedings are routinely closed to spectators. This is 2019 and the end is near. You can no longer operate in a vacuum as if it is 1926. We need transparency in the Chancery Court for the sake of Delaware’s future. Otherwise, it will be too late and we will lose the most important business we have.
Please read the article below, about how Bouchard acted when criticized at this public event, which ironically was designated for the specific purpose of discussing Chancery Court issues and possible future changes. Shame on him!
Your comments are welcome and appreciated!
Respectfully yours,
JUDSON Bennett-Coastal Network
Citizens for a Pro-Business Delaware Volunteers Removed From Delaware State Bar Association Brunch
PR Newswire June 17, 2019

Citizens for a Pro-Business Delaware’s Freedom of Speech Impeded in Their Effort to Promote Transparency and Accountability on the Chancery Court

DOVER, Del., June 17, 2019 /PRNewswire/ — On June 14, 2019, Citizens for a Pro-Business Delaware volunteers were removed from the Delaware Bar Association’s Bench Brunch where Chancellor Bouchard, who has been a persistent roadblock to Chancery Court reform, served as a panelist for a discussion on “Chancery Changes” and “The Road to Equity.”
The volunteers were passing out literature demanding heightened transparency and accountability to the Chancery Court. Citizens for a Pro-Business Delaware, the watchdog group that was created when the Chancery Court forced the sale of TransPerfect—a 5,000-employee company—has committed its efforts to demanding transparency in the Chancery Court’s process. While Bouchard’s quick decisions to move companies to dissolution may create jobs for highly paid lawyers, consultants and accountants, they undermine the State’s pro-business reputation, discouraging prospective businesses from headquartering in Delaware.
In the TransPerfect case, Judge Bouchard handpicked a custodian, Robert Pincus of Skadden Arps, who then proceeded to spend millions of dollars, causing TransPerfect employees to suffer higher premiums in health insurance. Bouchard and Pincus’s spending resulted from a series of unprecedented and illogical rulings forcing Delaware’s first dissolution and forced sale of a successful private company. Two years after the conclusion of this case, bills for the tens of millions of dollars involved are still under seal “to protect the sale process,” which has long been over. In TransPerfect, Bouchard and Pincus set a precedent that can now be enforced against other businesses in the future.
“The blatant disregard for our volunteer’s freedom of speech is unacceptable and reflects the Chancery Court’s resistance against this campaign for transparency and accountability,” said Miranda Wessinger, President of Citizens for a Pro-Business Delaware. “We will not allow these actions to discourage our efforts to protect Delaware’s pro-business reputation. The current Chancery Court, and most specifically Chancellor Bouchard, are hindering the state’s ability to attract and retain Fortune 500 companies with what has become a runaway corruption train. It must stop.”
Delaware is home to tens of thousands of corporations and other business entities. These companies and their employees deserve a fair, transparent system of dispute resolution and mediation. The Chancery Court’s overextension of power is fracturing the trust that large businesses have in Delaware, and with it, Delaware’s tax base.
Citizens for a Pro-Business Delaware is a group made up of more than 2,700 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others. They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the issue.
While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit  DelawareForBusiness.org
The responses I have received from so many of you concerning the TransPerfect Case and my recent articles about how things went down in this case are appreciated. However, the outpouring of outrage about Bouchard closing the records from the public almost brought my servers down, and broke a new record for the Coastal Network. I will reiterate a few things as I see them before proceeding: Founders, Business Partners and co-CEOs of TransPerfect Global, Philip Shawe and Elizabeth Elting, after bringing this company from a dorm room idea to a $650 million dollar a year company, Ms. Elting wanted out and did not want Mr. Shawe to have it either. After Elting was thrown out of New York Supreme Court in one hearing lasting an afternoon, she then filed her same suit here, in the Delaware Court of Chancery, seeking a forced public auction of this successful company. This litigated outcome has never happened in the history of the United States. Unfortunately for TransPerfect, Elting’s local counsel in Delaware was Kevin Shannon of Potter Anderson, longtime best buddy of Chancellor Bouchard. Shawe on the other hand did not want the company sold. Newbie Court Chancellor, Andre Bouchard (who insanely gets first right of refusal on all cases) sees his lifelong friend Kevin Shannon on the masthead of the case, and lo-and-behold, assigns it to himself, setting off years of litigation and what I view as the largest legal theft with the appearance of corruption in American History, to the tune of $250 million to lawyers and Delaware elites. Much of this money was charged, using millions upon millions of unchecked and un-itemized bills that were approved by Chancellor Bouchard, amidst widespread employee accusations of billing fraud and fabricated hours by Skadden Arps, among others. From this point on, (besides other appearances of impropriety), it is my view that Bouchard brazenly misused his personal power by ordering the documents to be sealed — documents that, by law, should be available to the public. I think the Chancellor must think he IS the law, because he just seems to make it all up— as he goes along. Here are the Top 10 comments I received from my readers. The last names and e-mail addresses have been removed to protect these good folks from any possible retaliation by the Chancery cronies. Thank you for writing in and following this case and continuing to follow it! The first comment comes from Dave Stevenson of the Caesar Rodney institute (a conservative Delaware think tank) who would like to publicly share his opinion: “Jud, I just wanted to second your concerns about Delaware losing its advantage as the place to incorporate. Combining franchise fees and abandoned property payments, this franchise is the largest revenue source for the state. I’m sure you saw Bill Freeborn’s recent article on killing the golden goose. As past Director of the Division of Corporations, he knows what he is talking about when he says a friend recently was”feeling that the recent uncertainty of the courts, the departure from established precedent, and the more “progressive” approach of Delaware’s judiciary make Delaware far less attractive for any of his global M&A clients”. I have written several pieces about the state’s frequent fee increases, and aggressive collection of abandoned property fees. We’ve been acting like pirates! Keep up the good work!”   David T. Stevenson, Policy Director Caesar Rodney Institute   Here are 10 more from the many I received: From Alice: “Wow, your latest article is really INTERESTING! Can Bouchard actually seal these public records? If it is proven that these funds were wrongfully billed, the Chancellor’s ass might be grass.. This is an angle that is a possible way to expose this possible corruption.” From Bob: “Judson, You are sure throwing some heavy stuff out there. The Democrats at Leg Hall are squirming big time. LOL Keep it up, you are making a difference !!!!” From Adam: “Jud, Isn’t there a FOIA REQUEST you could do to get those documents unsealed or some court action???” From Abner: “Judson, This is brutal. Unfortunately the boys and girls in the Delaware Legislature won’t ever remove Bouchard. However he might not get reappointed. Your articles are fun reading and the people are talking. Keep the pressure on. Best Regards.” From Lawrence: “Judson, Thank you for all the information you provide us. I believe Delaware is in horrific shape. If this f…ing Judge is half as bad as you surmise, we are in huge trouble. Love your articles.” From Erin: “Dear Judson, Great stuff. This work you are doing is really stirring the pot. Delaware has tremendous economic problems already. WHEN THE Franchise taxes disappear, God help us!” From Roy: “Hey Judson, Those documents should be open to the public. This Chancellor is a disgrace. Thanks for all you do keeping us informed.” From Kelly: “That corrupt bastard. Get him Jud. If anybody can do it you can! LOL” From Bill: “General Reid Beveridge’s recent letter to the editor regarding the demise of Republicans in Delaware and the list of three possibilities that might return Republicans to relevance in our state caught my attention. Of particular interest was his third point – the potential destruction of Delaware’s corporations franchise. It is no secret, to those who understand the corporations business, that the state’s proprietary revenue source is facing attacks from multiple fronts, including from within Delaware. I sincerely hope that the new crop of junior legislators take the time to truly understand what this business means to our state’s financial well being. “ From Eric: “Jud, Thanks for continuing to chip away at Chancellor Bouchard‘s armor! A recent Caesar Rodney institute email acknowledges that Delaware’s proprietary revenue source is facing attacks. Bouchard and his cronies are going to ruin it for us! What You are doing is important to all Delawareans. Please keep it up! ”     Folks, these comments from folks across Delaware from both sides of the political isle reflect a genuine concern about the integrity of the Chancery Court under Bouchard’s regime. Delaware’s sterling reputation as the best locale for businesses, with best equity court in the country, has plummeted. I again ask for justice on behalf of not only the thousands of TransPerfect employees that saw Custodian Bob Pincus cut their benefits and loot their company, but also justice for the citizens of Delaware! Someone must answer and be held accountable for the financial tragedy of the TransPerfect case — or our reputation will continue to sink more and more into the abyss. Lawmakers, it is time for these documents to be open for public scrutiny and an investigation of who the Chancery Court made rich with TransPerfect’s money. The law gives the public transparency on the courts. Make Bouchard follow the law and unseal the documents!  Just when we thought the amazing, legal saga of the TransPerfect Global case was over, the seemingly money-obsessed “woe-is-me” plaintiff, Elizabeth Elting is not only appealing Chancellor Bouchard’s recent 72 page decision to sell the company to Co-Founder Philip Shawe, but she has also started a new multi-million dollar lawsuit in Delaware’s Chancery Court. According to my sources at the company, instead of taking her $385 million dollar pay-day she was never entitled to in the first place, Elting and her attorney, Kevin Shannon of Potter Anderson, have chosen to bite the hand that has fed them millions, by accusing both the Chancellor and the Custodian of abusing their discretion. And why? Hold onto your seats… it’s for not selling TransPerfect to its largest competitor HIG-Lionbridge, which bid less, and which has a vast history of shipping U.S. jobs to China and India?!?   What’s most interesting here is, after winning practically every aspect of her case including a failed interim appeal to the Delaware Supreme Court by defendant Philip Shawe (Strine vs. Dershowitz I), Elting is now unhappy with the very result she clearly sought in the first place and is appealing Bouchard’s decision to the Delaware Supreme Court. Why? Well, it’s not because she didn’t get the auction she asked for, as she got everything she asked for, but it seems it’s because it was her partner and ex-fiance, Shawe, who bid the highest and won the auction. The twists and turns in this case are astonishing, yet true.   Please see the article below by Tom McParlan of “Delaware Business Court Insider.” McParlan also notes that it appears the watchful eyes of the legal and business communities worldwide will be robbed of Strine vs. Dershowitz II, as the Delaware Supreme Court may choose to decide this appeal without seeing the parties or their attorneys in court.   Interestingly, here’s what Chancellor Bouchard had to say in his decision: “Elting never put together a bid approaching what Shawe was willing to pay for the company,” he wrote last month. Bouchard also defended the auction result, “the Custodian deftly and firmly handled a challenging assignment to create a competitive dynamic that maximized the value of Elting’s shares while simultaneously preserving the Company as a going concern to the fullest extent possible.” He also refuted Kevin Shannon’s endless four-year fairytale that his client was, yet again, a victim, by saying “Elting forged her own path.”   Elting gets a boatload of money, the maximum possible, with no jobs lost as the company is being sold, yet she’s somehow unhappy with Bouchard’s decision. The employees were right all along to be worried about their jobs, but they are safe for now, or so it seems!   Even though she’s due to receive $385 million, she’s not happy with the auction result and the decision to affirm it, and now she appealed?! Huh?! She claims Custodian Pincus could have sold the company to HIG-Lionbridge and she could have made more shekels, while putting potentially thousands out of work. As much as I’m critic of the Chancellor, I give him credit for realizing Elting has used the court system enough already, pulling this ‘Delaware Gravy Train’ case feeding an entire ecosystem of lawyers and consultants into the station, and finally looking out for the 4,000 employees and their families.   According to Chancellor Bouchard, if he is affirmed, then Elizabeth Elting will receive $385 million ($287 million dollars after taxes), Shawe will get the company, and employees will enjoy job security for the first time in years. And yet, she objects?! Appeals?! AND starts a new lawsuit?! Custodian Pincus said that Shawe’s bid was highest, had the least strings attached, had the greatest chance to close, and was the safest for the employees. Boo-hoo Ms. Elting. Our heart bleeds for you now that you’ll have more money than you deserve !   Folks, the amount of money spent on this case is now approaching $250 million, it has blackened Delaware’s eye, and no purpose is served by continuing it other than paying a king’s ransom to army blood-sucking lawyers and consultants.  For once, I find myself on the same side of an issue as Chancellor Bouchard, who emphatically wrote in his legal decision that he hopes, “all concerned can move on with their lives.”   Please read the article below from “Delaware Business Court Insider” by Tom McParland which explains in detail what is happening. As always your comments are welcome and appreciated.      

Del. Supreme Court Eyes April Decision in TransPerfect Appeal

  The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting’s challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company’s board. By Tom McParland | Feb 28, 2018 The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting’s challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company’s board. In a two-page order, Chief Judge Leo E. Strine Jr. granted Elting’s motion to expedite her appeal, after Chancellor Andre G. Bouchard earlier this month approved the $770 million sale of the profitable translation-services company to co-founder and CEO Philip R. Shawe.   Fast-tracked briefing is scheduled to begin March 7, with a final decision expected the following month. “The matter will be scheduled for decision by the court on the basis of the briefs on April 18, 2018,” Strine wrote. Elting’s appeal could finally mark the end to nearly four years of tumultuous litigation over the company that Elting and Shawe launched from a college dorm room in 1992. Elting prevailed in her bid to have the company sold amid intractable deadlock stemming from deep personal rifts between its two founders. But she was handed a bitter defeat on Feb. 15, when Bouchard approved a court-appointed custodian’s plan to sell her 50 percent stake to Shawe following a modified auction.   Elting had tried to unravel the agreement and force Robert B. Pincus, the custodian in charge of the sale, back to the negotiating table. She argued that Shawe’s conduct throughout the case had compromised Pincus’ impartiality and caused him to ignore a better offer from an outside party. Bouchard, however, said there was no merit to the claims, and he noted the irony in Elting’s opposition to the result of an auction that she had requested in the first place. “The undercurrent of her opposition reflects an apparent, deep-seated frustration with the fact that the winner of the auction was Shawe—who Elting has battled for years and who seems to engage in litigation as a way of life,” Bouchard wrote in a 70-page memorandum opinion. “But Shawe also is the person Elting chose to go into business with when she formed the company and, as much as Elting might wish it were otherwise, Shawe was a core part of TransPerfect’s operative reality when Elting asked that the company be sold.” According to the ruling, Elting is expected to receive $287 million in net proceeds after taxes in the deal. Elting filed her appeal to the Supreme Court on Feb. 21. Shawe did not oppose Elting’s request for expedited proceedings, but asked for an even shorter timeline, citing an already substantial delay between Pincus’ recommendation on Dec. 1 to Bouchard’s ruling more than two months later. Shawe said there was still work to be done before the deal’s June 30 closing date, and he emphasized that the “continued uncertainty of this nearly four-year-old litigation is taking its toll on [TransPerfect], which needs to be relieved as soon as possible.” On Tuesday, Strine accepted Elting’s proposed schedule, giving Shawe two weeks to answer her opening brief. Elting’s final round of briefing is due April 4, according to the order. An attorney for Elting did not return a call seeking comment on Wednesday, and Shawe’s spokesman did not immediately provide comment on the appeal process. The case, on appeal, is captioned Elting v. Shawe.
 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.Please make absolutely no mistake about it, Delaware is in huge financial trouble. After a few legislative band-aids were implemented to temporarily balance the budget in 2017, next year is going to be five times worse. Unemployment is rampant and Delaware’s incorporation bonanza is going to disappear, not only because of the increase in the cost of franchise taxes, but because business people nationwide no longer trust Delaware’s Chancery nor the Delaware Supreme Court to render fair and equitable decisions based on logic and legal precedent. The responsibility falls mainly at the feet of Chancellor Andre Bouchard whose controversial and subjective rulings in the TransPerfect case have rocked the nation’s business world. The appearances of improprieties in this unprecedented adjudication exposes the extreme bias, rampant cronyism, and corruption that has long plagued Delaware and has now caused the precipitous drop in Delaware’s ranking in the U.S. Chamber of Commerce Survey as the best place to incorporate in America, from first place to eleventh place!   Interestingly, a few lawyers, a Court-appointed Custodian, and the law firm of Skadden Arps with the help of Delaware’s Chief Chancellor Andre Bouchard and Delaware’s Chief Justice Leo Strine of the Supreme Court (all interconnected and members or former members of the same law firm) have become filthy rich at the expense of TransPerfect. Protected by opposition from the Delaware Bar Association and certain ESTABLISHMENT LEGISLATORS who apparently have no interest in positive change, absolutely nothing has been done to repair the now broken reputation of Delaware. Senate Bill 53 (sponsored courageously by Senator Colin Bonini) was released from committee, but does not yet have the support needed to pass. My sources have reported that the combined fees to TransPerfect, based on Bouchard’s ridiculous manner in which he handled the case, are now over $150 million dollars… Insanity!   I have followed and researched this case in detail, read all the transcripts, and interviewed many involved. I believe I know more about this case than any person on earth. I know when there is a grotesque injustice happening, and folks this TransPerfect case is the most grotesque I have ever seen. I predicted that Delaware would suffer the consequences of its recklessness, and what many are calling criminal behavior, a long time ago. I have also recognized when serious consequences are happening to the detriment of Delaware’s citizens. Hopefully this time someone will finally listen and do something about it.   That being said, one of my readers forwarded one of my recent articles to a State Senator from Milford who is a Republican, voicing his concerns about this situation. The Senator’s reply, knowing about the fleecing of TransPerfect, the incestuous connections in the judiciary, the dissenting opinion by Justice Valihura, and the national criticism of Delaware’s unfriendly business reputation – dropping from # 1 to # 11 in a national survey, rudely said, “consider the source”. It is obvious to this writer and investigative reporter – that like this State Senator – there are many on both sides of the political aisle in the Delaware General Assembly, whose only care is to keep the status quo and keep everything within the good ole boy network, regardless of the damage to our state’s reputation and financial well being.   Please read the article below and seriously take it under advisement when casting your future votes for choosing our state’s leaders.   As always your comments are welcome.   Respectfully submitted,   JUDSON Bennett-Coastal Network  

Transperfect case part of why Delaware’s business law is losing ground: Delaware Voices

Chris Coffey

Published 10:06 a.m. ET Oct. 7, 2017

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Although the regular troupe of Delaware judges and lawyers shrugged off the troubling fall from the number 1 spot to number 11 in the U.S. Chamber of Commerce’s business litigation survey, Delaware residents are acutely aware of the state’s recent rankings plunge.

Delaware has always shouted its top ranking in the chamber’s review, and rightly so. However, now that Delaware has tumbled out of the top 10 in most areas of the well-respected poll, the survey has been disregarded by the same groups that have taken pride in that ranking for over 15 years. They now focus on the methods of the survey instead of the content of the results.

Citizens for a Pro-Business Delaware began as the voice for the thousands of silenced TransPerfect employees who have been impacted by the uncertainty of an unprecedented decision by the Delaware courts. However, the message resonates so vividly for Delaware residents that thousands more have joined to express their concern for the employees who live in Delaware and neighboring states.

When legislators passed the TransPerfect bill out of committee last summer, it was because they heard from thousands of Delaware residents who saw the future ramifications of the court-ordered TransPerfect sale.

While many supported the bill, it appears that some legislators hoped that they could remain in good graces with a very powerful band of judges, lobbyists, and lawyers, dismissing their constituents’ voices. Many, including the chair of the Senate elections and government affairs committee, proclaim they want Delaware to be the beacon for corporate law, but then they refuse to listen unless the jobs are Delaware jobs.

If this keeps up much longer, Delaware jobs will fast follow as the state continues to plummet in the business rankings. If these jobs go overseas, the 11th ranking will look like a pleasant memory.

Unemployment is already on the rise in Delaware. Do we need more uncertainty? Average Delawareans, on the other hand, empathized with the families about to lose their income and saw how the TransPerfect sales will be perceived: A state court meddling in the affairs of a private company, risking thousands of American jobs and Delaware’s ability to keep and attract businesses incorporated in the state.

Now, the U.S. Chamber of Commerce has reported that over thirteen hundred business executives and lawyers who control companies that earn $100+ million in annual revenues no longer believe Delaware is even in the top ten of business-friendly states. And if Delaware’s litigation leaders’ reaction is to disregard this long-treasured ranking, how much further will Delaware drop?

As the TransPerfect sale continues, thousands of Americans may move closer to losing their jobs to overseas workers, a common translation industry practice. Citizens for Pro-Business Delaware will focus its efforts on keeping jobs here in the United States.

We want to see any potential winner of the custodian’s process to include a commitment that 80 percent of the   domestic TransPerfect employees will remain in the United States for five years. We are calling on the governor and legislature to demand that any future outcome of this company involves leaving the jobs in the United States.

Every day, I speak with hard-working people who live in uncertainty about a process that feels rigged. A New York judge threw out the TransPerfect case based on its lack of merit yet after a second try in Delaware, an unprecedented ruling had led us to this scary place. The decision enriches a few Delaware elites, and one owner who wants to sell.

It subjects thousands of workers to massive uncertainty, and very possibly the loss of their jobs. The decision has helped to drop Delaware’s reputation for being the most business-friendly state, yet the courts continue.

If TransPerfect is sold and thousands of American jobs move overseas, how far will Delaware’s ranking fall? Will other companies incorporated in Delaware, like Ancestry.com and Dole, wait to see if Delaware disbands a company that is a global leader in translation services?

Citizens for a Pro-Business Delaware will continue to be the voice of thousands of TransPerfect employees and Delaware residents, as well as the supporters across the nation who recognize that Delaware is willingly leading the exodus of thousands of well-paying American jobs.

The custodian has tried to silence our efforts, but we will not kowtow to threats or intimidation. We will continue to fight for TransPerfect, and in turn Delaware. We will not back down from standing up for Transperfect employees. Delaware’s economy shouldn’t suffer even more because of a short-sighted unprecedented decision which could cost this country 3,500 jobs.

Chris Coffey is the campaign manager for Citizens for a Pro-Business Delaware, a group of TransPerfect employees and Delaware citizens working toward a solution in the case that preserves current jobs and the company.

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 

“What’s going on in Delaware”

  This is my 4th article in a series spotlighting the recent practices and apparent bias in one of the Delaware Chancery Court Cases which has gleaned significant public attention. In my last article in this series I focused on the Elting v. Shawe case involving the company Transperfect, a translation company with 4,000 employees and 90 offices throughout the world. For those of you who might be just joining this series, this is a case involving the highly-connected Democratic activist Andre Bouchard who was appointed Chief Chancellor of the Chancery Court although he never served a day on the bench. His appointment by Governor Markell was never questioned and in my first article I pointed out how Bouchard seemed to be part of the rampant cronyism widespread in the Delaware Court System. If there was ever a reason to question these type of practices and the harm they can cause to the people of Delaware, the Transperfect case is a shining example. You may recognize this case by now from my previous missives: This is the one where Chancellor Bouchard in one of his very first cases appointed a custodian to oversee an auction of this quite profitable company. What makes this unique is that Chancellor Bouchard’s decision was unprecedented in the history of Delaware and its implications can have a chilling effect on the future of Delaware as the corporate capital of the United States. The people of Delaware have every reason to be concerned as 14 percent of all jobs in Delaware are created as a result of this franchise and this decision has raised eyebrows up and down the legislative hallways. However, this decision has more immediate repercussions to the 4,000 employees of TransPerfect who have started a committee to amend statute 226…. to prevent this type of unprecedented judicial activism that has a good chance of leading to the loss of many jobs and possibly lead to the demise of this company which has never failed to have a profitable year in its 24-year history. The aspects of this case are quite fascinating. After reading many of the motions and testimony in this dispute what made it so unusual was not only was it the first decision of it’s kind coming from a freshman jurist but that there was an obvious prejudice by Judge Bouchard who completely ignored the overwhelming evidence presented by Defendant Shawe that indicated many questionable irregularities by the plaintiff. Ten witnesses testified on behalf of Mr. Shawe while Ms. Elting presented none. This prejudice amplified when the judge refused to allow communications on company emaiIs between Elting and her husband Michael Burlandt, the company real estate broker, to be presented in court showing further evidence of a nefarious scheme to debunk the status quo of TransPerfect to the detriment of its founder Phil Shawe. If the ruling by Chancellor Bouchard to auction a profitable company (which makes over $500 million dollars a year) and forcibly take it away from it’s visionary founder Phil Shawe wasn’t strange enough, then how do you explain such a ruling that appeared to be based entirely on Elting’s questionable testimony? Shawe, on the other hand, was not allowed to present relevant and beneficial evidence to make his case. Furthermore, much evidence that was presented by Shawe which put Elting in a very bad light, was completely ignored by Chancellor Bouchard. Apparently Ms. Elting tried to remove Mr. Shawe as CEO in a New York State Court prior to coming down to Delaware, where the judge summarily threw her case out not in small part due to the fact that 110 employees submitted affidavits on behalf of Mr. Shawe. As in the Delaware case Ms. Elting presented none, yet Chancellor Bouchard apparently didn’t care. The appearance of improprieties and substantial court bias throughout this whole case are outrageous, and any logical observer could ascertain grounds for an appeal. Regardless of the negative effect this arbitrary and capricious ruling could have onDelaware’s lucrative corporate bonanza, any logical person who has followed the case as I have, can clearly recognize that fairness and justice have not been adjudicated. There is much more to talk about, so more articles are coming. As always my opinions are open for discussion and your comments are welcome. New York Times Agrees that Delaware Chancery Has Too Much Power Always on Delaware’s Side Respectfully submitted, JUDSON Bennett-Coastal Network Getting along? Getting Along?  Article about Rudolph Giuliani and Chancellor Bouchard Dear Chancellor Bouchard—An unAmerican decision that hurts Delaware’s corporate credibility The article linked here was written by Jeffrey Mordock at Delaware Online, and is a follow up to the looming decision that had been scheduled for Wednesday, April 27th by Delaware’s Chief Chancellor Andre Bouchard – who initially had seemed to be siding with one party, rather than take an equitable stance. The Court of Chancery is Delaware’s equity court and decides what is to happen when there are disputes or legal problems involving a Delaware Corporation. From the rulings so far, the indication was that Bouchard was going to make an extreme decision where a successful company will be forced to be sold. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $500 million dollar company operating in New York City, that hires 4000 people, is being forced by the Chancery Court to be sold, just because one stockholder chooses to be ridiculously unreasonable? What if it is apparent that Delaware’s Chief Chancellor, Andre Bouchard refused to address the evidence presented to him? I call it inequitable, especially when the company will most likely be put up for sale and the many jobs may go overseas, thus risking putting 4,000 people out of work. Does this sound equitable? He balked at it instead. Is it right, is it fair to force a company to be sold and to put sanctions on one of the owners based on irrelevant and misleading information that has nothing to do with fairness. Is it not suspicious or at least the appearance of an impropriety when the presiding Judge who is the sole decision maker on this company’s outcome sits on an educational panel with the plaintiff’s attorney? The bottom line is that a single Judge named Andre Bouchard, Chief Chancellor of the State of Delaware’s Chancery Court is able to arbitrarily make or break a viable company. Seems un-American to this writer. Former Mayor Rudy Giuliani agrees—read the fascinating article below. Samuel Waltz, a writer for the Delaware Business Times, also wrote on this topic and explained the fact of Elizabeth Elting’s desire for a control premium, and how it seemed as if Chancellor Bouchard was considering offering it. Contact Judson Bennett References: Website for TransPerfect Global: http://www.transperfect.com/ Link to Conference in New Orleans: http://www.law.tulane.edu/tlsLifeAfterLS/Files/CLIAgenda-Revised.pdf Respectfully Submitted, JUDSON Bennett-Coastal Network Employees Rally to Save Company As the story continues, 600+ employees of TransPerfect rallied to save the company.They signed and mailed a public letter to Chancellor Bouchard begging not to permit the company the sale to an outsider, and paid for a two page ad featuring the public letter in a Delaware newspaper. On April 27, 2016, Chancellor Bouchard seemed to have yielded a little and taken heed of the various warnings. He blasted the idea of imposing an arbitrary non-compete on half owner Phillip Shawe and suggested he would not allow one. Bouchard also pushed his decision off 30 days and demanded that the parties settle it outside of his courtroom. Court Involvement Should Chancellor Bouchard Demand the two parties settle outside of court? Top of Form Bottom of Form See results without voting Elizabeth Elting’s Position One Elizabeth Elting, 50% owner of TransPerfect, seems to be holding up the equitable sale of TransPerfect. Phillip Shawe, the other owner, has offered her 50% of the value and Elting turned it down. She wanted Chancellor Bouchard to offer the control premium, impose a noncompete and force the company to an open sale – hoping to command higher than the $300M offered (higher than 50%).   Link to Rudolph Giuliani Article Jeffrey Mordock’s Article on the Hearing  
Full Page TransPerfect Employee Ad to Bouchard

Full Page TransPerfect Employee Ad to Bouchard

    SOURCE: http://hubpages.com/travel/Dear-Chancellor-BouchardAn-unAmerican-decision-that-hurts-Delawares-corporate-credibility