As the trial of Charlie Javice continues, courtroom testimony focused on Google Drive metadata, student data negotiations, and JPMorgan’s due diligence—or lack thereof—before acquiring Frank, the college financial aid startup at the heart of the fraud allegations. While prosecutors argue that Javice inflated user numbers to secure a lucrative deal, the defense maintains that JPMorgan had access to all relevant data but failed to conduct a thorough review before finalizing the $175 million purchase.
Prosecution: Google Records Reveal Suspicious Edits
The government’s case relied heavily on testimony from Cory Gaddis, a records custodian at Google, who verified the authenticity of Google Drive files linked to Javice and her co-defendant, Olivier Amar. Prosecutors introduced spreadsheets allegedly containing manipulated student application figures, asserting that Javice and Amar deliberately overstated user engagement to mislead JPMorgan.
Assistant U.S. Attorney Micah Fergenson highlighted metadata showing document modifications and access patterns between the two defendants, arguing that this activity points to an effort to fabricate user data before presenting it to JPMorgan.
Defense: JPMorgan Had the Data, But Didn’t Verify It
However, Javice’s legal team pushed back, contending that while the metadata may show documents were edited, it does not prove fraud or deception. During cross-examination, defense attorney Eoin Beirne emphasized that Google’s metadata does not track the specific content of edits, only that documents were accessed or modified.
Further, the defense argued that JPMorgan received the data and had every opportunity to vet the figures before the acquisition. They stressed that the bank’s due diligence team, equipped with financial analysts and investigators, had full access to Frank’s user metrics and failed to identify any discrepancies—an oversight the defense argues is not fraud, but a failure on JPMorgan’s part.
Student Data Purchase: A Standard Business Inquiry?
In another key testimony, Tani Rae Ochs, a data sales representative at Exact Data, provided insight into a 2021 conversation with Javice and Amar about purchasing student data. Prosecutors used this testimony to suggest that Javice was seeking external data sources to pad user numbers, but under cross-examination, Ochs confirmed that no purchase was ever finalized.
This bolstered the defense’s argument that Javice never misrepresented actual users, but simply explored standard business strategies to enhance marketing outreach—a practice common in the industry and not indicative of fraud.
What’s Next in the Trial?
As the trial moves forward, Jennifer Wong, a former Frank employee, is set to testify, which may provide further insight into how the company internally managed its data and communicated with JPMorgan. The court is also expected to rule on whether prior witness statements—potentially reinforcing the government’s fraud claims—can be admitted.
With both sides digging into the role of JPMorgan’s own due diligence in the deal, the trial is shaping up to be a test of accountability: Was this a case of fraud, or a high-stakes acquisition where JPMorgan simply failed to do its homework?
The proceedings resume March 4, 2025, at 10:00 a.m. Stay tuned for further updates.
Wilmington, DE — In the annals of Delaware’s legal history, 2025 may very well be remembered as the year a translation company’s name transcended its corporate identity to enter the lexicon of courtroom vernacular. “Gone all TransPerfect” is the phrase of the moment, as used in a recent story by Chancery Court reporter Jeff Montgomery at Law360, a shorthand for legal fireworks, acrimonious corporate disputes, and the occasionally surreal twists of the Delaware Chancery Court.
A Decade-Old Feud Becomes Folklore
The phrase harks back to the difficult battle that engulfed TransPerfect, a global translation/language services company, and Delaware’s Chancery Court. In 2015, the court, citing irreconcilable differences between the company’s co-founders, took the unprecedented step of appointing a custodian to oversee its sale. What followed was a contentious legal saga that saw one co-founder accuse the court of corruption, mount public campaigns, and ultimately reincorporate the company in Nevada.
The scars of that feud linger to this day, with the TransPerfect case regularly invoked as a symbol of Delaware’s complex corporate law ecosystem. This year, a University of Pennsylvania law professor, Mark Lebovitch, brought the term into the spotlight, quipping that Elon Musk had “gone all TransPerfect on the court” after a bruising legal defeat.
Lebovitch’s remark referred to Musk’s ongoing battle with the Delaware Court of Chancery, which struck down his $56 billion Tesla compensation plan and awarded $345 million in attorney fees to shareholders. Musk, never one to shy away from a public spat, responded with a flurry of accusations, calling the court “absolutely corrupt” and its chancellor a “radical far-left activist cosplaying as a judge.”
The resemblance to TransPerfect’s theatrics is uncanny: high-stakes corporate drama, public denouncements of Delaware’s judiciary, and a larger-than-life protagonist railing against perceived injustices. The phrase “gone all TransPerfect” captures the essence of this chaotic, adversarial spirit.
A Verb is Born
Legal scholars and practitioners in Delaware have embraced the phrase with a mix of humor and trepidation. “When someone says a party has ‘gone all TransPerfect,’ you know it’s going to be a long and colorful case,” said Marina Oswald, a corporate law professor at Tulane University. “It’s shorthand for a scorched-earth strategy, complete with public appeals, accusations of bias, and a general disdain for judicial decorum.”
The term has even inspired a wave of memes among legal insiders, depicting litigants “gone TransPerfect” as courtroom gladiators, wielding press releases and social media campaigns alongside legal briefs.
The Delaware Chancery Court’s Complex Legacy
The TransPerfect saga—and its new verb—also underscores the unique pressures faced by Delaware’s Chancery Court. As the nation’s premier venue for corporate disputes, the court must navigate complex legal questions while balancing its reputation as a fair and impartial arbiter. High-profile cases like TransPerfect and Musk’s Tesla litigation attract intense scrutiny, often placing judges under a harsh spotlight.
“The court’s decisions carry enormous weight,” said Joseph Swanson, who practices corporate governance in Delaware. “But when a case spirals into a public relations battlefield, it complicates the court’s ability to focus on the law.”
In recent years, Delaware lawmakers have even debated reforms to the state’s corporate governance laws, partly in response to criticism from high-profile litigants. Some fear these changes could undermine the court’s authority, while others argue they’re necessary to maintain Delaware’s status as a corporate haven.
From Boardrooms to Pop Culture
The rise of “gone all TransPerfect” reflects a broader cultural fascination with corporate courtroom drama. Shows like HBO’s Succession and Netflix’s The Laundromat have tapped into the intrigue of high-stakes legal battles, turning boardroom disputes into compelling entertainment.
In Delaware, the phrase has already found its way into casual conversations among attorneys, corporate executives, and even state lawmakers. “I had a client tell me they didn’t want to ‘go TransPerfect’ on a merger negotiation,” said Jeremy Cleveland, a law partner who practices Chancery law. “It’s amazing how quickly it’s entered the vernacular.”
What’s Next for TransPerfect’s Legacy?
As 2025 unfolds, the TransPerfect story continues to evolve. The company remains a Nevada entity, thriving under its contentious co-founder’s leadership, while Delaware’s courts face a growing docket of high-profile cases. Meanwhile, “gone all TransPerfect” serves as a reminder of the dramatic, unpredictable nature of corporate litigation.
“It’s a fitting legacy for a case that was as much about personalities as it was about legal principles,” said Oswald. “If nothing else, it’s proof that the law can be just as theatrical as anything on TV.”
For now, Delaware’s legal community seems content to let the phrase run its course, embracing the humor while bracing for the next case that truly “goes TransPerfect.”
In a world where the scales of justice can sometimes tip towards darkness, as we have been seeing more often lately, Leor Kweller’s story stands as a testament to resilience and the pursuit of truth. For years, his life and that of his family were marred by the looming shadow of wrongful prosecution and conviction. However, on May 30, 2023, the New York State Supreme Court delivered a pivotal decision that would begin to turn the tide in his favor.
Leor Kweller, his brother Yaron and a third individual were accused and indicted for multiple counts of sexual assault. Indeed, the three proclaimed their innocence and challenged the charges as most people would. This case was different, however; the accusers here were alleged to have been colluding with one another to target these men, take accuse them, try them and sue them for financial damages. They pretty much said that to one another and the kicker here is that the prosecutor told these witnesses to delete the evidence of those conversations.
The court, after careful consideration of the arguments presented by his legal team led by Andrea Zellan, Esq. and Elena Fast, Esq., concluded that there was insufficient evidence to support the charges brought against him. This long-awaited ruling marked the end of a harrowing chapter for Mr. Kweller, who had endured years of uncertainty and fear. Leor’s case was dismissed. Yaron and the third party were acquitted at trial.
Still, just as hope began to glimmer on the horizon, the Broome County District Attorney’s Office, under former District attorney Michael Korchak, chose to prolong Leor Kweller’s ordeal by initiating a meritless appeal of the dismissal. That Mr. Korchak was running for reelection may have had something to do with that choice, which cast doubt on the integrity of the judicial process. It extended the suffering for Mr. Kweller and his loved ones. Despite this setback, Leor Kweller remained resolute, knowing that the truth was on his side.
Finally, on April 1, 2024, the Appellate Division of New York State put an end to the baseless appeal, affirming the initial decision to dismiss the case against Leor. This ruling was not just a legal victory; it was a validation of Mr. Kweller’s innocence and a rebuke to those who had unjustly accused him.
The relief that Mr. Kweller felt upon the dismissal was palpable, yet he understood that the journey to full restoration would not be without its challenges. The toll on his reputation, his career, and his family’s well-being was immeasurable. To seek redress for the injustice he had endured, on April 29, 2024, Mr. Kweller filed a Notice of Claim, signaling his intention to pursue legal action against those responsible for his wrongful prosecution.
His legal team, which also includes Karen A. Newirth, Esq. and Oscar Michelen, recognized the importance of holding accountable those who had caused such grievous harm. They understood that Mr. Kweller’s case was not just about seeking compensation but also about catalyzing systemic change to prevent future miscarriages of justice.
Andrea Zellan, who had been by Mr. Kweller’s side throughout the criminal proceedings and now in his civil rights lawsuit, spoke passionately about the broader implications of his case. “Leor’s experience underscores the critical need for reform within our justice system,” she emphasized. “No individual should have to endure what he and his family have gone through.”
Karen A. Newirth echoed these sentiments, highlighting the need for transparency and accountability in prosecutorial practices. “Cases like Leor’s remind us of the immense power prosecutors wield,” she noted. “It’s incumbent upon us to ensure that this power is wielded responsibly and ethically.”
Oscar Michelen, known for his expertise in civil rights litigation, emphasized the significance of Mr. Kweller’s lawsuit. “This case is not just about righting a wrong; it’s about ensuring that the rights of individuals are protected against unwarranted accusations,” he stated firmly.
As Mr. Kweller navigates the path ahead, he does so with a mixture of relief, determination, and hope. The scars left by the wrongful prosecution may heal over time, but the memory of his ordeal will endure as a catalyst for change. His story serves as a poignant reminder of the fragility of justice and the resilience of those who fight tirelessly for truth and vindication.
In the face of adversity, Leor Kweller emerges not only as a survivor but as a symbol of courage and perseverance. His journey from injustice to justice is a testament to the indomitable human spirit and the enduring pursuit of what is right. Even if he wins this suit, he has a long way to go to rebuild his reputation and regain the public trust this case cost him.
on the Chancery Court Corruption by Delaware Insiders
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/
Do you like that we have gone from being energy-independent to being totally dependent on foreign oil produced by our enemies? Do you like that our oil reserves have been practically depleted? Do you like $4 a gallon for gasoline? Do you like the incredible inflation that is climbing daily with groceries, medications, and many necessary items needed by ordinary Americans to be unaffordable?
Do you like that crime is so bad in most American cities that folks are no longer safe and many once viable businesses are being forced to close? Do you like that our military is being compromised and the ability to maintain our national security is questionable? Do you like that millions upon millions of illegal aliens, including drug dealers and malicious terrorists, are coming into our country at the Southern Border with little or no control? Do you like that over 100,000 American citizens have died from drug overdoses coming from Mexico?
Folks, these outrages are indeed unprecedented and just the “tip of the iceberg” of how bad things really are. There is only one person responsible and that is President Joe Biden who is operating at the whim of extreme left-wing socialists who want to turn the United States into an Orwellian society with a weaponized FBI and IRS that prosecute the Democrat’s political enemies.
Take a look at NY City as a basic example of how bad things are throughout the US. New York, once the greatest City in the world where thousands of illegals are everywhere, sleeping in the streets, completely taking over many hotels, is no longer the “Big Apple.” It has become the “Rotten Apple”. The smell of marijuana is everywhere! The illegals are given food, clothing, cell phones, and much more, while Americans are struggling. They leave trash everywhere, intimidate the citizens, and commit violent crimes. Of course, some of the elites who live in the “silk-stocking” areas are in denial, but soon even they will be overwhelmed as well. This is completely the responsibility of the Democrats that are in charge. Every American City is being denigrated and depleted by horrendous crime because of the poor leadership by this Democrat absurdity.
How do you like Biden’s attempt to destroy female sports by allowing transgender men to participate in these activities? A 6-foot 4-inch male pretending to be a woman recently won the national female swimming championship! How do you like your children being influenced to change their sex by “woke” teachers in our schools without parental consent? Biden has made this transgender crap a major part of his program to the detriment of our children.
Joe Biden is a nefarious criminal who has committed serious crimes, including bribery, influence peddling, and treason. That’s how I see it! I had to laugh when Senator Chris Coons from Delaware (an insipid Biden sycophant), recently stated there was no evidence incriminating Biden of these accusations! My God the evidence is overwhelming and the situation is so horrendous that it boggles the mind. Folks, many of you are completely ignorant of how bad things really are!
Whether you are a Republican, a Democrat, or an Independent, you had better wake up and realize you are slowly losing your freedoms, and these crazy, totalitarian monsters led by Joe Biden are hell-bent on completely changing our country into something we won’t recognize- a place with limited possibilities for prosperity and happiness! Joe Biden is an economic disaster who is destroying our country.
Folks, the dangers are real and in the 2024 election we must remove these grotesque incompetents and criminals from our government.
Stay tuned for an article on Delaware US Attorney David Weiss who it appears has protected and compromised the Hunter Biden criminal activity from proper prosecution. That situation is fluid and without a doubt incriminates his father Joe Biden. That deal should be interesting.
As always your comments are welcome and appreciated whether you agree or disagree with my concerns.
Sincerely yours,
JUDSON Bennett-Coastal Network
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.
OPINION
Dear Friends,
Folks, you’ve been hearing from me, now hear it from Keandra McDole and her spot-on piece in the Delaware News Journal. Chancery court corruption is threatening Delaware’s economic future, she says in her story. $3 billion a year is at stake in Delaware. She explains how vital that money is to our state’s future!
Delaware is facing a crisis. We should all be concerned. It’s vital we solve this now. This is key to the survival of America’s First State.
Please send your feedback on this. It’s always welcome and appreciated! Read her story in the News Journal below and let me know your thoughts.
Respectfully Yours,
JUDSON Bennett–Coastal Network
Special to the USA TODAY Network
As every native Delawarean knows, our state is the business incorporation capital of the world. Fortune 500 companies want to incorporate in our state for tax reasons and to take advantage of Delaware courts created to handle their specific cases. And, of course, Delaware’s economy benefits financially from these special business laws.
In fact, 20% of our state’s entire budget relies on the incorporation industry and LLC fees. This means that of $14.5 billion of our state’s spending plan, $3 billion comes directly from the incorporation industry and LLC fees. Our schools, roads, police and fire services, and public assistance for those in need — from Wilmington to Dover to Millsboro — rely on this 20%.
Right now, Delaware is facing a crisis that we should all be concerned about. Major corporations like Twitter, TransPerfect — which is a leader in the world of translation services — and many more companies have announced they are leaving Delaware for Nevada. With their departures, these corporations are taking major revenue away from us.
The answer is very simple if you are wondering why these companies are leaving — corruption throughout the Delaware Court of Chancery. The court has made a name for itself in not being transparent or impartial in its structure and its rulings. That is enough for companies to look elsewhere to resolve their disputes fairly.
The chancery court ordered the forced sale of TransPerfect, although the company’s founders and employees objected. Imagine being a respected business owner, and a court tells you that you have no choice but to sell the company you built and founded and have no voice in the matter. The Delaware Court of Chancery does not try to find a middle ground; instead, they use their authority to bring big bucks to the lawyers and systems in front of them. The TransPerfect case mirrors Twitter’s situation — that is why one of the biggest social media platform companies left Delaware for Nevada. Nevada doesn’t have conflict of interests or an entrenched “old boys’ club,” and is consistent and fair in their court rulings on business disputes.
If more businesses decide to follow TransPerfect and Twitter’s lead, Delaware will lose significant tax revenue, which affects all of us who live here in Delaware. And the services that will feel the most loss fall within affordable housing, healthcare, and education — crucial services needed for our most vulnerable neighbors.
As a Black Wilmington native and racial justice advocate, I know personally that loss of tax revenue will disproportionately punish people who need those investments the most. Historically, low-income communities, Black and Latino residents have always been left out, and will be even more left out if tax revenue dwindles. Today in Delaware, Black and Latino people are each more than twice as likely to live in poverty than white people. And while white unemployment in Delaware is 3.4%, it is higher for Latinos at 5% and 7% for Black individuals. I’m not sure the all-white chancery court recognizes the impact their decisions have on the communities of color.
Delaware has a long way to go to reverse the chancery court’s reputation, and it requires acknowledging the unethical ways of the court system. We need a judicial code that incorporates reforms and demands transparent oversight, accountability, diversity and fair rulings to restore faith in Delaware’s position as the “incorporation capital of the world.”
We have seen Nevada take our companies, and more companies will follow suit if we remain silent rather than fighting for change. Further, bold changes are needed to make Delaware a vibrant, prosperous and safe state for our most vulnerable communities for generations after us. We need to look forward to that change but to accomplish it, we need to make our elected leaders hear our voices.
Keandra McDole is a Wilmington activist.
Judson Bennett, Coastal Network
CoastalNetwork.com
https://cronicaglobal.elespanol.com/business/skadden-practicas-facturacion-poco-eticas_434061_102.html
Skadden Arps Law Firm Suffers Legal Setback at Delware / CG
Dear Friends,
I realize I have beaten this dead horse significantly, however the articles keep coming out about Chancellor Andre Bouchard’s interesting exit from his powerful and unique post as Delaware’s Chancellor barely seven years into his term. The Law360 article below by Jeff Montgomery praises Bouchard, but toward the end describes the TransPerfect debacle which I believe is why Bouchard is running for the hills.
The article is worth a read. Please send me your feedeback. Bouchard will be gone in April and the challenge of finding someone much better should, contrary to the propaganda below, not be that hard. In my view, the needed improvement is obvious. An improved candidate, properly vetted, who rules without bias and conflicts of interest, would be a start, and good for Delaware!
Respectfully Submitted,
JUDSON Bennett-Coastal Network
https://www.law360.com/delaware/articles/1341163/bouchard-s-surprise-exit-opens-uncertain-void-on-chancery?nl_pk=cb536973-ec1c-4e78-9ea8-276d9cc905aa&utm_source=newsletter&utm_medium=email&utm_campaign=delaware Bouchard’s Surprise Exit Opens Uncertain Void On Chancery By Jeff Montgomery Law360 (January 5, 2021, 8:13 PM EST) — Delaware has opened 2021 facing a looming vacuum at the top of its nationally important Court of Chancery and no clear prospect of who will fill it after the surprise retirement announcement by Chancellor Andre G. Bouchard, who is not even seven years into his 12-year term. Chancellor Bouchard’s move on Dec. 29 will close out a widely praised career involving key rulings on a court that dates to 1792. He is scheduled to step down April 30. Those familiar with the process said time is tight for soliciting, choosing and confirming a replacement. Although Vice Chancellor J. Travis Laster ranks as the court’s most experienced official, his 12-year appointment ends in early October, and there has been no public indication by him or other members of the court of readiness to take the helm for a full term. “I think he is going to be sorely missed,” Peter B. Andrews of Andrews & Springer LLC, a Wilmington-based complex commercial litigation firm, said of Chancellor Bouchard. “I haven’t thought about it, and it’s very disturbing to me, because I don’t know who is prepared” to take the seat. In the late December announcement released by the court, Chancellor Bouchard, 60, cited an interest in moving on after 34 years as either advocate or jurist in the state’s globally known business law and equity court. The announcement noted the chancellor’s statement that “it was time to step back, enjoy more time with his family, and pursue other interests.” Gov. John Carney’s office did not immediately respond to a question regarding the activation of the state’s Judicial Nominating Commission, which has the task of vetting candidates for judicial seats and providing names of potential nominees. Lucian A. Bebchuk, Harvard Law School’s James Barr Ames professor of law, economics and finance and director of Harvard’s Program on Corporate Governance, said in an email Monday that “Chancellor Bouchard was the fourth in a line of incredible jurists who served as chancellors.” Bebchuk referred to the late Chancellor William T. Allen as well as former Chancellors William B. Chandler III, now a partner at Wilson Sonsini Goodrich & Rosati PC, and Leo E. Strine Jr., who went on from Chancery to serve a term as Delaware’s chief justice. Lawrence Hamermesh, professor emeritus at Widener University Delaware Law School, praised Chancellor Bouchard for his “practicality and stewardship” at the head of the court. He also said the approach to the search for a successor “all depends, of course, on who moves where and what openings have to be filled, and when.” In interviews with Law360, members of the legal community were quick to praise the chancellor, a 1986 Harvard Law School graduate who practiced in corporate and commercial law for 28 years before taking the bench. His private practice included the co-founding in 1996 of Lamb & Bouchard PA, a prominent boutique law firm that soon became Bouchard & Friedlander PA when Stephen Lamb became a vice chancellor. The firm became Friedlander & Gorris in 2014, when Bouchard became chancellor in May of that year. A. Thompson Bayliss of Abrams & Bayliss LLP said that Chancellor Bouchard “gave up a lucrative spot as a partner in private practice to become a public servant” at a time when service on the Chancery Court bench had become more demanding than ever. Members of the court have increasingly cautioned that court schedules are jammed, with trials already being scheduled well into 2022. During the chancellor’s tenure, a string of multiyear, multibillion-dollar cases involving 10-day trials have moved through the court, with jurists writing opinions of 100 or 200 pages and more. The chancellor’s job carries enormous prestige but pays a current annual salary of $196,738, well within the upper average for attorney salaries across all specialties. Vice chancellors currently receive $185,444. “Despite the challenges of a burgeoning caseload, increasingly complex cases, a flood of expedited matters, a pandemic, and the glare of a white-hot spotlight, Chancellor Bouchard was always prepared, always courteous and always inspired confidence that justice and equity would ultimately prevail,” Bayliss said. Both Chancellor Bouchard and Vice Chancellor Laster have handled some of the seven-member court’s toughest cases and penned some of its most far-reaching and closely watched decisions in recent years. Early in the chancellor’s term, he wrote a landmark decision on disclosure-only settlements in merger and acquisition litigation when deciding the In re Trulia Inc. case. Trulia followed an explosion of suits challenging deals that were quickly settled for therapeutic disclosures and fees. Chancellor Bouchard’s decision included notice of an intent to reject settlements unless disclosures are “plainly material” and liability releases “narrowly circumscribed.” Bebchuk said the chancellor’s work “reflects a first-rate legal mind, a deep understanding of the both the nuances of doctrine and the rich institutional and economic texture within which it needs to operate, an appreciation of the importance of Delaware law to the corporate landscape, and a strong commitment to ensuring that this law retain its quality and fit to the changing environment.” Hamermesh pointed to the chancellor’s oversight of a smooth expansion of the court from five jurists to seven in 2018, noting that “he dealt adroitly and successfully with the challenge of increased burdens on the court due to a shift in nature of the litigation — fewer low maintenance cases (quick and dirty M&A class action settlements, most notably) and more heavy-burden contract interpretation cases.” Still on the chancellor’s docket is the Byzantine, multiyear, global litigation surrounding SoftBank Group’s attempt to jettison a $3 billion tender offer for shares of office-sharing venture WeWork. The dispute included the formation of dueling special committees of WeWork’s board, with one aligned with WeWork’s founder seeking enforcement of the deal and another, closely controlled by SoftBank, backing the walkaway. In one WeWork-related decision in August, Chancellor Bouchard found that SoftBank’s management cannot block the earlier, hostile WeWork-aligned panel from seeing the privileged information of WeWork’s management, including communications with Skadden Arps Slate Meagher & Flom LLP. The decision emphasized that management cannot pick and choose among director factions when responding to discovery requests. Francis G.X. Pileggi of Lewis Brisbois Bisgaard & Smith LLP, who closely tracks and chronicles the court’s decisions, said, “Chancellor Bouchard had a profound impact on Delaware jurisprudence and his service to the State will benefit Delawareans for generations to come. Many of his decisions have had national and international importance and will be studied by lawyers and law students for many years to come.” The chancellor’s departure announcement emerged as litigation continued in a bitter fight between the co-founders of global translation company TransPerfect Global Inc. over a Chancery Court-ordered sale of the business. Disputes between TransPerfect co-founders Philip Shawe and Elizabeth Elting simmered and burned through much of Chancellor Bouchard’s time on the court, and expanded into disputes over the court’s jurisdiction and the actions and billings of a court-appointed custodian, represented by Skadden. Shawe’s objections to the chancellor’s rulings, the actions of the custodian and opposing legal counsel and the court’s alleged failure to fully disclose, without strings, fees charged for custodial operations gave rise to a flock of suits. Direct public criticism and attacks on Chancellor Bouchard — including radio and television advertising — by groups aligned with Shawe led to an unprecedented call by 19 corporate law professors and 47 corporate lawyers from Delaware and throughout the United States to end the personal criticism of the chancellor and the court. On Dec. 24, Shawe and TransPerfect filed a federal civil rights complaint in the U.S. District Court for Delaware naming the chancellor in a suit seeking relief from an alleged gag order that the suit said would prohibit Shawe from disclosing information in billings and fees submitted by a court-appointed custodian. Andrews of Andrews & Springer and others nevertheless said they were disappointed by the retirement announcement, with Andrews citing the chancellor’s fairness on the bench and achievements in administering a court faced with constant, complex demands. “I think he crushed it with regard to streamlining, and he got us through COVID with little bumps, really,” Andrews said. “I don’t believe that any of the other chancellors couldn’t step up and meet the challenge, but they’re big shoes to fill.” –Editing by Jill Coffey.It doesn’t take a law degree to conclude that the Breonna Taylor investigation and case are permeated with blatant systematic corruption on every level. This case offers undeniable evidence of how flawed the system is and how it urgently needs criminal justice system reform. Though there are more, six examples of corruption found throughout this case are below.Stanford’s David Sklansky on the Breonna Taylor Case, No-Knock Warrants, and ReformUnder the leadership of John Carney, Delaware’s government has been criticized for lack of openness and transparency in its decision-making process. This has opened the door to many corruption incidents over the years. One such case is the controversial corrupt land deal that implicates the governor’s administration for selling public land to a political insider for pennies on the dollar. According to records, the state of Delaware purchased 11 acres of land during the 2008 economic crash for 2.78 million dollars, and in 2018, the land was sold to John Paradee for $275,000. This led to the state losing $2,525,000 of tax-payers’ money in the deal. According to the Freedom Information Act, this transaction did not follow due process. Six months after the sale, State senator Trey Paradee, John Paradee’s brother, passed a tax law, making the property more valuable. Two weeks later, the 11-acre land plus the adjacent 10 acres were put on the market for $6.5 million. John Paradee is a well-known political insider- a major supporter and fundraiser of Delaware’s Governor John Carney. He is also Jackie Paradee Mette’s brother, who is Carney’s current legal counsel, and former campaign finance director during the 2016 elections.
By Cody Decker
DELAWARE– Delaware Governor John Carney responds to critics who say a land deal was really a political favor for a friend.
The deal involves eleven acres near the Delaware Turf Club in Kent County. Critics claim the land was sold in 2008 for $2.7 million. They say the state then sold it to John Paradee in 2018 for $275,000, pennies on the dollar. It was listed for sale two weeks after that for $6.5 million.
Carney addressed the allegations during Tuesday’s COVID briefing.
“As governor, I don’t involve myself in those kinds of transactions,” Carney said. “In fact, the first time I heard of these set of transactions as part of the political ad was in the political ad. I contacted the department of transportation to make sure that the process legal requirements were followed as they were.”
We spoke with Carney’s Republican opponent Julianne Murray who says the land deal is “indicative of a career politician and should have an effect on taxpayers.”
[avatar user=”Judson Bennett” size=”thumbnail” align=”left” /]OPINION Dear Friends, I never dreamed I would be able to write this article now with such confidence. Indeed, this investigative reporter has known about the Biden corruption for many years. I am not part of the fake news, nor the biased media, nor the big tech cover-ups that are misrepresenting the truth all over America. I am from Delaware and I know who Joe Biden really is. I am now 100% convinced, having done exhaustive research on Delaware’s former Senator and former U.S. Vice President, now the Democrat candidate for the highest office in the land, that Joe Biden is at the very best, the most unethical politician in United States history and at the worst guilty of selling access to his office and granting favors to foreign officials—actually influence peddling for profit to benefit his family and himself—which is a serious crime. To make things worse, it appears the FBI had access to all of this corrupt information and has done absolutely nothing about it. Hunter Biden, son of Joseph Biden (Candidate for President of the United States), has been able, with his father’s help, to glean millions and millions of dollars for the benefit of the entire Biden family. The evidence so far is extremely clear and indeed has the appearance of serious crimes and misdemeanors, perhaps even treason. Here is what we do know: 1) Hunter Biden dropped his laptop off at a computer shop in Wilmington. 2) He signed an agreement (they got his signature) that if he didn’t pick up the computer in 90 days, he lost the computer. He never picked it up and forfeited ownership. 3) His lawyer requested the computer be returned in writing. So there is no doubt, the computer did belong to Hunter Biden. 4) the computer tech found the 40,000 emails so incriminating and so explicit that anybody with any reasonable logic would have to conclude there is distinct evidence of corruption and criminal activity. He handed the hard-drive over to the FBI and also to Rudy Giuliani. Thank God he did-as The NY Post was able to get a copy. 5) It has been verified that many of the emails were sent and received. 6) There is possible evidence of sex trafficking, suspected child porn, and drug use-including explicit photos. One of the incriminating quotes, which I have copied, just as it was right from the computer with a typo or two—direct from the New York Post, is from Hunter Biden to his daughter: “I love all of you. But I don’t receive any respect and that’s fine I guess—works for you apparently. I hope you all can do what I did and pay for everything in this family. For 30 years, It’s really hard. But don’t worry, unlike Pop I won’t make you give me half of your salary.” This is just one of many, some even break down the corrupt distributions, indicating $10 million kicked back to Joe Biden. Folks, whether you are a Republican, a Democrat, or an Independent, when you take into consideration the apparent corruption that is now the “Biden Crime Family”, the despicable defaming of Curtis Dunn (falsely accused by Biden of being drunk when Nelia Biden killed herself and her infant daughter by running a stop sign in 1972 and broad-siding a truck) when you consider the betrayal of his friend Bill Stevenson, the phony story he and Jill perpetrated about their seedy affair, and the revenge he brought on Stevenson later, and the despicable unmasking of General Mike Flynn by Joe Biden, should in its entirety, disqualify him from being President of the United States. Nobody with any integrity should vote for him. Stay tuned, this is just the beginning! I believe Joe Biden is a crook and he must be exposed. I am willing to debate these issues with anybody with the evidence I have. As always, your comments are welcome and appreciated. Respectfully Submitted, JUDSON Bennett-Coastal Network CoastalNetwork.com
Here’s a quick update, folks, on the Delaware front, regarding Delaware Governor John Carney. There are 1,000 TransPerfect employees requesting the relationship between Chancellor Andre Bouchard and law firm Skadden Arps be investigated. I have one question, what has taken so long?
It’s time for Governor John Carney to take a leadership role and clean up our shameful old boy’s club in Delaware. As I see it, folks, this case, and this court-ordered looting is a sham that hurts workers and hurts Delaware, and it has gone on long enough!!
Please read the article below, and let me know your thoughts.
By TransPerfect
On April 14, 2020
Wilmington, DE – Today, a letter co-signed by more than 1,000 TransPerfect Global, Inc. employees was sent to Delaware Governor John Carney, demanding an inquiry into the close, mutually-beneficial relationship between Delaware’s beleaguered Court of Chancery and the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.
The letter comes following several recent motions filed by TransPerfect in the Delaware Court of Chancery alleging that the law firm of Skadden Arps has billed the translation services company for upwards of $14 million in undisclosed legal fees since being appointed the company’s custodian, causing significant financial harm to the company’s employees.
According to recent court documents, in the over two years since the TransPerfect sale process was complete, the company’s Chancery Court-Appointed custodian, Skadden Partner Robert Pincus, has continued to bill the company every month for undisclosed services, including his own $1,475 an hour fee. According to one recent motion by TransPerfect, Pincus’ responsibilities remain unclear, and any efforts to ascertain the substance of his work on behalf of TransPerfect have been met with silence. The Chancery Court has kept all invoices and description of services under seal – allegedly to protect the sale process, which ended over two years ago.
In their call to action for Delaware Governor John Carney, the employees wrote, the “actions of Robert Pincus and his Skadden partner, Jennifer Voss, have hurt TransPerfect. For the first time ever, this spring we will not receive raises. Even worse, many of us who work hourly have had our hours reduced or been furloughed entirely. We are asking for your office to open an inquiry to scrutinize both the cozy relationship between Chancellor Bouchard and his former firm, as well as the Chancery Courts complete lack of transparency and Skadden’s questionable billing practices. These actions and to end this Court-sanctioned looting of TransPerfect. It’s hurting us in irreparable ways. Enough is enough, we need you to step up and investigate this matter immediately.”
Said Chris Coffey, Citizens for a Pro-Business Delaware’s Campaign Manager, “From day one of being appointed TransPerfect’s custodian, Robert Pincus and Skadden Arps have been taking advantage of the company and its thousands of employees by billing them millions of dollars without saying why or what for. These Skaddenomics are so shady, it’s become increasingly clear that Governor Carney needs to step in and scrutinize Chancellor Bouchard, who has been violating his own court’s rules and effectively funneling over $14 million dollars to friends at his old law firm. We’ve called on the Court to put an end to the secrecy, and we’ve called on the state legislature to advance the bill before them that would create a fairer and more transparent Chancery Court by requiring all custodian’s fees to be disclosed. Now we’re calling on the governor to open an inquiry. These thousand employees and our members deserve to have their voices heard. Enough is enough.”
The glory days of Delaware look to be farther and farther behind us folks, as I look into my rear-view mirror. Delaware’s economic struggles have grown, it’s a destination for late-term abortion, unemployment is worsening, the courts are corrupt, members of the legislative are at odds with each other and there seems to be limited compromise.
Delaware was once a place I was proud to say I was born and raised. It is America’s first state — known as the small wonder — a national leader in economic development, first in judicial equity court, great beaches and fishing, no sales tax, and a legislature that always sought compromise.
And to make matters worse, University of Delaware football — my fall weekend escape — has been awful. I have deep pride in the University of Delaware, where I earned a Bachelor’s and Master’s degree. The football team used to dominate Division 1 AA football with occasional big-school upsets. UD’s glory days are gone and I fear the state is following the same path.
Whether you are a Republican, a Democrat, or an Independent, ask yourself: Are you OK standing by while our economic resources dwindle? Are you OK with fewer jobs? Are you proud to be from a state that allows our state’s Equity Court to operate with perceived corruption? Which seems to be overlooked by the Bar Association?
And our courts are in shambles. Chancery Court Chancellor Andre Bouchard has put Delaware in the national spotlight with the way he handled and continues to handle the TransPerfect case. It has really taken its toll on our reputation. It was so bad that many employees banded together to form Citizens for Pro-Business Delaware and now Delawareans have joined in droves with over 5,000 members in the group. They’re going after our courts, asking for transparency and accountability. Finally, a group is actually looking for progress in Delaware, and of course, they’re met with resistance — when there’s a real chance here for Delaware to move forward.
I fear the outlook is bleak as Delaware’s state taxes will have to go through the roof as our corporate franchise taxes are being eroded.
I want to be proud of Delaware — I am no longer!
Am I alone in this? How are you feeling about our once great state??
How ridiculous is this? See the nutty story below for a story that’s not to be believed! It appears to me that the people at Skadden Arps are trying to blame TransPerfect because this law firm has too few attorneys of color in their Wilmington office. I wonder how ignorant Skadden and their former workers Andre Bouchard and Robert Pincus think the pubic is?
The TransPerfect case is still sealed up, two years after it ended and Skadden is still billing them! In my educated opinion, folks, this appears to be an attempt to hide and to divert attention away from their endless money-grab from this company by saying that TransPerfect is somehow responsible for Skadden having not being diverse enough? I don’t understand what’s up with the incessant billing, nor can I get an explanation from anybody on why it is still going on?
Look, at the end of the day, I’m an old guy set in my ways and diversity is not on my agenda of problems to solve in the world. I believe that you hire the person you feel is best suited for the job, regardless of color, race, religion or sexual orientation. As I see it, everyone should be somewhat suspicious of Skadden Arps and those Limousine Liberals that cruise around our justice system.
I’ve been watching this BS for a few years now and in my opinion, it seems they do not NOT value what they say they value. So whether it’s the non-stop money faucet from this company or playing favorites with former Skadden folks, who have moved on to positions of power in the Delaware court system, or it’s diversity in their own workplace, these guys, in my view, are not upfront.
What’s good for these guys is what’s good for them and no one else, as far as I’m concerned. They have a not-so-great track-record, not just in the U.S., but around the world. You think they’re worried about diversity in Delaware? I think they’re worried about money and cronyistic behavior. In my opinion, they’re counting on no one peeking too hard in on little-ole Delaware, while they have their way with court appointments, finances and running the show from Wilmington to Dover and everywhere in between??
I’ve been keenly aware of Skadden Arps because many of its former and current employees were involved in the TransPerfect case, which I have written about over the past few years. This law firm once employed Chancery Court Chancellor Andre Bouchard and former Chief Justice of the Delaware Supreme Court Leo Strine and of course the court-appointed custodian in the case, Robert Pincus.
The firm has doubled-down on that arrogance, in my opinion, by going after advocacy group Citizens for Pro-Business Delaware, after being faced with racism allegations from Reverend Al Sharpton last week. For the record, I can’t stand Al Sharpton! Regardless, Skadden issued a statement saying, while they are open to addressing “this systemic issue,” and they “reject attempts by Citizens for a Pro-Business Delaware” the statement says, “a group comprised primarily of employees of TransPerfect—to co-opt the conversation of diversity and inclusion in Delaware as a means to further their vendetta against our firm and former partner, who we represent in his capacity as the court-appointed custodian who oversaw the sale of TransPerfect.”
So, in my view, they cast blame and accuse wrongdoing while not taking on any blame or admitting any wrongdoing on their part. How about taking responsibility?
The Citizens group fought back, you’ll see in the story below. As far as Skadden is concerned, in my view, this is all shameful. Frankly , this diversity crap is ridiculous from both sides. I have felt that TransPerfect, Philip Shawe, and his mother Shirley Shawe all got a raw deal. Considering the conflicts of interest and in my view, continuing appearances of impropriety, is the real rub here!
By Citizens for a Pro-Business Delaware
Published Jan 7, 2020 at 8:00 am | Updated Jan 7, 2020 at 4:02 pm
WILMINGTON, Del., Jan. 7, 2020 /PRNewswire/ —
Following Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates’ response to Reverend Al Sharpton’s recent call for top law firms, including Skadden, to increase diversity and inclusion efforts, CPBD Campaign Manager Chris Coffey has released the following statement:
“It’s not shocking in the least that the same firm responsible for suppressing the voices of those advocating for basic human rights in Ukraine would now shift its focus towards slinging mud at a 5,000-member grassroots organization seeking to improve diversity in the historically white and male Delaware court system. We spent over $1 million advocating for diversity in Delaware last year. What have they done?
Instead of addressing the fact that out of 72 lawyers in Delaware, Skadden has barely a handful of African American lawyers in a state that’s almost 30% black. Meanwhile, despite hollow promises to change their legacy on this, and be ‘steadfast in their efforts to build a diverse workforce,’ just one of their summer associates in Delaware – home to the nation’s busiest corporate courts – was black.
Skadden should take a long look at themselves and what they can do to be better, more honest, and more inclusive leaders in the legal community before throwing mud at those trying to break the status quo. It’s 2020 and it’s time legal industry leaders like Skadden Arps acted like it.”
I have written extensively about the TransPerfect case, how it was adjudicated, appearances of impropriety and conflicts of interest that I clearly perceive to exist, and the apparent, and in my view, incestuous situation that has developed over the years in Delaware’s “Good Ole Boy” legal system, seemingly protected by the Delaware Bar Association and the Legislature alike.
I have even written an article about what I think a good Delaware Judge should be like and the qualifications needed to be fair and effective. Frankly, I do not think Andre Bouchard should be a Chancellor, nor should Leo Strine have been a Chief Justice of the Supreme Court. For the record, Bouchard and Strine were former business partners in the infamous Skadden Arps firm. One thing for sure, the job of any Judge whether in Delaware or elsewhere is to be fair and impartial. Anything less than that is a form of corruption in my opinion. Never should lawyers, who are friends and former business partners of the presiding Judge, be allowed to enrich themselves through litigation and biased rulings.
That is what I think happened in the TransPerfect case and it is still going on: The purpose of Delaware’s Chancery Court is to dispense equity and fairness, never to enhance those who are or have been personally connected to the Judge. Similarly, Delaware’s Supreme Court, where appeals are considered is also supposed to be unbiased with the recusal of Justices who have possible conflicts of interest. Indeed, I have concluded that conflicts of interest from what I have observed in the TransPerfect case both in the Chancery and in the Delaware Supreme Court might actually exist.
Having observed what I believe are Andre Bouchard’s appearances of impropriety as Delaware’s Chancellor, I was struck and dismayed by the arrogance and rudeness exhibited by Chief Justice Strine in his treatment of esteemed litigator Alan Dershowitz, who was representing Shirley Shawe in the TransPerfect appeal. The upholding of Bouchard’s subjective ruling by Strine et al was flawed in my view and was seemingly an obvious rubber stamp for Bouchard’s unprecedented sanctions and biased rulings. Justice Karen Valihura in her dissent called the Chancery Court’s ruling an illegal “Taking” under the 5th amendment. Regardless, I was concerned by Strine’s apparent superior attitude and in my view pompous administration of his position.
What constitutes conflicts of interest and the need for recusal by the Judge in any legal proceeding? From the National Legal Institute, I was able to glean the following: 1) Any justice, judge, or magistrate shall disqualify himself in any proceeding in which his impartiality might reasonably be questioned. 2) Where he has a personal bias or prejudice concerning a party, or personal knowledge of disputed evidentiary facts concerning the proceeding. 3) Where in private practice, he served as a lawyer in the matter in controversy, or a lawyer with whom he previously practiced law and served during such association as a lawyer concerning the matter, or the judge or such lawyer has been a material witness concerning it. 4) Where he has served in governmental employment and in such capacity participated as counsel, adviser or material witness concerning the proceeding or expressed an opinion concerning the merits of the particular case in controversy.
I was recently contacted by Mr. James Martin, who was once a New Jersey lawyer. He apparently became a victim of an accident while riding his bike, lost his cases in lower courts and claims he was unable to appeal, because of Leo Strine’s conflicts of interest and failure to legally recuse himself. I interviewed Mr. Martin and to be absolutely sure to present his complaint accurately I insisted he give me his story in writing which I have preserved and documented in my archives.
According to Martin, to put it simply, Leo Strine failed to recuse himself when he should have, due to the fact that when he was serving as a government lawyer for then-Governor Carper, there were apparently overlapping issues involving the request for paneling temporary jurists to hear his appeal, because the official justices had already recused themselves. As I understand it, Martin feels that Strine prevented that from happening, creating an ongoing conflict of interest later on, when his appeal was tabled by Strine who refused to recuse himself when presented with absolute documentation of the legal grounds for his recusal. Mr. Martin sent me Strine’s official comment: “Indeed, I had no recollection of the 1996 correspondence until Mr. Martin’s motion brought it up, and even reviewing the letter [which bears my signature] now did not restore any memory of it. I am therefore satisfied that I can hear this matter free of bias.”
Well, folks, I say why not recuse himself and give Martin the benefit of any doubt?? The law is clear in that if there is any possible disparity or doubt, the Judge should recuse. Not Strine, who chose instead to be an ongoing negative force in Martin’s life. In the most recent case, Mr. Martin renewed the Motion to Recuse CJ Strine while he was active earlier this year on the Supreme Court of Delaware. He issued no decision on the Motion, even though it was filed within a few days after the appeal was docketed, and before any briefing. Instead, the case was closed, and the issue about whether a Motion to Recuse may be disregarded, without abridging a party’s due process, constitutional right, is currently docketed in the Supreme Court, at “No. 19-674.”
Folks, the bottom line is, according to James Martin, and if his forwards to me are accurate, Leo Strine had a duty to recuse himself. Indeed, by not doing so he created an unworthy and unjust situation for James Martin. Interestingly, this case is still before the Delaware Supreme Court and it is my understanding there is no statute of limitations. It is also my understanding that this case is in the Guinness Book of World Records as the longest pending case in U.S. history? The bottom line here is that a man who was entitled to a fair hearing and a fair appeal apparently did not get one? Strine, in his apparent arrogance, if indeed Mr. Martin is correct in his claims, did not allocate proper justice.
Leo Strine has recently resigned from the Supreme Court, six years before his term is up. Perhaps, all things considered, it was for the best and I say good riddance. I would be happy to see Andre Bouchard depart as Chancellor as well. As for Mr. Martin, good luck with your pending appeal. Maybe under Chief Justice Seitz, you will receive your long-awaited equity.
As always your comments are welcome and appreciated.
My email inbox was awash with responses from my recent piece “Another Bizarre Ruling From Andre Bouchard’s Chancery Court” and I am so grateful for your feedback. I wanted to share some of your top pieces of feedback below.
It’s gratifying to know so many of you take the time to support my coverage of wrongdoings in Delaware and Andre Bouchard’s Chancery Court.
From Ken:
Bouchard is totally out of control.
The Delaware Judicial system is an incestuous quagmire run by corrupt people.
Keep up the great work.
From Kelly:
Terrible that we have to wonder about our Judges?!
From Maria:
Mr. Bennett, Thank you for the service you do for Delaware. We enjoy your articles.
Glad Seitz got the Supreme Court Justice job and not Bouchard! Hopefully, things will get better.
From Andrew:
It just keeps on happening. Bouchard has got to go!
From Barbara:
Time for change. Hopefully, the Republicans can regain power in the Legislature in 2020. Probably a pipe dream. Something is wrong with the system when there is a question about judicial integrity!
From Mike H.:
This is a truly a bizarre ruling! Bouchard is off the wall and should be off the Court!
From Paul:
Frankly, I think this cozy situation between the Skadden Arps law firm, the State Bar Association, members of the legislature, and the members of the Judiciary is a swamp that smells to high heaven. Whether intentional or not, this development has occurred over time and needs to be changed. Regardless, as long as the Democrats control Delaware, it won’t change!
Keep up the good work.
From David:
I wonder how these idiots can justify their existence? Hope you had a happy Thanksgiving!
From Matt:
Judson, These Judges must hate you. I must say, you have developed over the past 2 years quite a scenario. I was extremely skeptical about this TransPerfect situation. However, you have made a believer out of me. Bouchard has got to go. Pure Absurdity!
From John:
This is outrageous, it seems as if Bouchard is turning contract law and corporate law in Delaware into anarchy and confusion and then the Delaware Supreme Court upholds it? Delaware used to be the best of the 50, no more. Shame!
From Mike C.:
Great work Jud. You should get a Pulitzer for your work on this. What an amazing expose of a case that you have been covering for a long time. I don’t write very often, however, just wanted to give you some kudos.
From Carol:
Judson, Apparently, considering Bouchard’s rulings, it seems that a majority stockholder can act contrary to the rules and the go back and change the rules so he/she can justify their illegal actions? This is crazy, And the Supreme Court upheld it? I am appalled. You have made us aware of these innumerable improprieties by Andre Bouchard. He needs to be investigated! Thanks for providing us with this fascinating stuff.
Thank you all for your comments both by email and on Facebook. Keep ’em coming! Rest assured, I’ll keep you tuned into the latest injustice as it happens!
No citizen of Delaware or objective observer should ever have to wonder about equity and justice in Delaware’s Chancery Court. This Court, as with all Courts, should be absolutely pristine in all matters, with complete transparency. When the entire legal system in Delaware seems to be incestuous with unbelievable connections and apparent influences that create doubt, something is grotesquely wrong.
When it appears a head judge assigns himself a big case because his buddy is the Plaintiff, there should be concern. When a Judge is so biased he accepts evidence from one side and not the other, there is reason to wonder. When a judge makes rulings that are unprecedented and totally subjective, it appears the system is being manipulated. When a personal friend and former business partner of the judge is appointed as a custodian and is allowed to bill unlimited amounts of money without itemization and accounting, there is the appearance of an impropriety. When the defendant is not allowed to see the invoices, what is the Judge trying to hide? When the Judge and the Plaintiff’s attorney go on an educational boondoggle together in New Orleans during the decision-making phase of a trial, there is a conflict of interest and a clear appearance of impropriety.
Throughout Delaware law, it is clearly stated that the appearance of an impropriety is as bad as the impropriety itself. I once read somewhere that: “When justice can be bought, it is worthless. Equality before the law should not be for sale to the highest bidder; rather, it is a living principle that is implemented by designated institutions and must be subject to continuous oversight and scrutiny.”
Folks, that is not the way it is in the state of Delaware. Judicial Corruption is not just simply bribery, it is also when the job is not done as it was intended. Delaware’s Chancery Court is supposed to be about equity, never about enriching personal friends through judicial decisions.
All of the above is what, in my view, has happened in Chancellor Andre Bouchard’s handling of the TransPerfect case. From your responses from my many articles about this frightening situation, it is clear to me that many people in Delaware no longer trust the Chancery Court, its method of operation, and its subjectivity contrary to previously decided law.
When those who serve in the justice sector bend the law in exchange for favors in kind – by losing case files, evidence, or exercise extreme bias by delaying proceedings, issuing questionable sentences, or providing certain litigants preferential treatment – public trust in the institutions of justice becomes truly eroded. Certain lawyers, officials, legislators, and a Chancery Court judge seem to be extremely cozy in America’s First State, and have created a solid establishment that will protect its operation at all costs.
I believe that Chancellor Andre Bouchard has clearly operated with innumerable appearances of impropriety in the TransPerfect case and he should be investigated and removed from the bench.
Let me know if you agree or disagree! As always, your feedback is welcome and appreciated.
Folks, it’s amazing how sunlight acts as a disinfectant for corruption. TransPerfect won the right to see the bills in their Chancery Court case, but I think it’s only because they used a lawsuit in Nevada to successfully shed a spotlight on what Bouchard was doing, which in any other court would be deemed corruption in my view.
After four years, and, from what I understand from sources at the company, $14 million later, he is finally allowing TransPerfect to see itemized invoices from his old law firm, Skadden Arps for work allegedly performed by Chancery Court-appointed Custodian Robert Pincus.
That all sounds nice but the order has not been signed and in my view, there is no chance Bouchard is going to rule against his former colleagues at Skadden Arps and order them to produce a real itemized bill. If he did, he would risk exposing 4-years of court-sanctioned money siphoning from TransPerfect while also risking folks seeing potentially padded Skadden bills.
I think Bouchard wants the public to believe that he is being transparent, but nothing that has happened in this case has been transparent and there is no reason to believe anything would change now. Why has the court-appointed custodian wanted his bills to be hidden in the first place? And why did Bouchard threaten to hold TransPerfect in contempt with a $30,000 a day fine if they didn’t withdraw their lawsuit in Nevada? In my opinion, the only answer that makes sense to me folks is that there is something to hide.
If there is nothing to hide, why is the custodian fighting to keep his bills a secret? Why hasn’t Bouchard ordered him to turn over his bills without lawyers spending thousands of dollars telling him why? The only conclusion I can see is that in my opinion, Bouchard is protecting his Skadden-buddy Pincus.
If the court doesn’t order a custodian to turn over his bills to the company that is paying those bills, then there is no transparency. When will the corruption end?!
Please read the Delaware Business Court Insider article below, which recaps the initial news from Bouchard to open up Skadden’s bills. The story explains the latest events.
As always, your comments are welcome and appreciated.
By Tom McParland | October 21, 2019
Despite being held in contempt last week, TransPerfect Global Inc. has won its Chancery Court bid to access the details of bills being paid to the former Skadden, Arps, Slate, Meagher & Flom partner appointed to oversee the company’s court-ordered sale.
Chancellor Andre G. Bouchard said Monday that he would grant a request by the New York-based translation services company and its CEO, Philip Shawe, to see what type of work it was being charged for, as well as the billing rate, time spent and positions of the Skadden attorneys working on the case.
The ruling, which Bouchard said he planned to formally enter later this week, ratcheted down tensions in a two-state standoff between Shawe’s legal team and attorneys for Robert Pincus, the court-appointed custodian in what has become Delaware’s most vexing legal drama.
The latest spat centered on bills Pincus submitted for some expenses he incurred following the 2015 sale, including costs related to two lawsuits in New York state and federal court stemming from the sale.
Shawe, who won the court-mandated auction following a bitter battle with company co-founder Elizabeth Elting, argued that he should be able to see a full list of itemized expenses, and TransPerfect altogether refused to pay two disputed bills from June and July. The company then sued Pincus in its new home-state of Nevada, seeking a declaration that it was under no obligation to indemnify Pincus for his role as a former tie-breaking director of TransPerfect.
Pincus responded by asking Bouchard to hold TransPerfect in contempt for trying to undermine the Chancery Court’s exclusive jurisdiction over the case.
On Oct. 17, Bouchard agreed that TransPerfect had “intentionally and willfully violated court orders and said he would fine TransPerfect $30,000 per day if the company did not dismiss its Nevada suit by Monday. However, that ruling did not touch on TransPerfect’s gripes about Pincus’ billing.
In a brief telephone conference with counsel Monday morning, Bouchard said he would grant TransPerfect’s request out of “practical concerns” that TransPerfect had raised, even though he disagreed with the company’s legal analysis. Under the order, TransPerfect would be able to challenge the bills in court.
Nothing in the ruling, he clarified, was meant to walk back his ruling on contempt. “There’s a right way and a wrong way to do things,” Bouchard said. “Seeking to undermine the court’s exclusive jurisdiction in the wrong way.”
Attorneys for TransPerfect said after the hearing that they had gotten all they wanted with regard to billing and confirmed that they would, in fact, withdraw the Nevada suit before the end of the day.
Because of the victory today in Delaware, we are withdrawing the Nevada suit,” Shawe’s lawyer, Martin Russo of Kruzhkov Russo in Manhattan said in a statement. “There is no fine, no contempt, and there is finally going to be clarity on Skadden Arps’ billing, as we had called for.”
Shawe, likewise, said the ruling was a “major win for transparency and openness in the Delaware courts” and that Skadden’s billing would now be subject to “some level of review.” A spokesman confirmed that TransPerfect still intended to appeal last week’s contempt ruling.
Skadden, which represents Pincus, said the firm was “pleased with the court’s well-reasoned decisions, which adopt Skadden and Mr. Pincus’s position that TransPerfect and Mr. Shawe are in contempt, were in violation of applicable fee orders, and should be permitted access to invoices, but only in accordance with appropriate procedures.”
Monday’s ruling followed an escalation in rhetoric aimed at Bouchard over his handling of the TransPerfect case. Shawe and his team have been fiercely critical of Bouchard throughout nearly five and a half years of litigation. Last month, however, a TransPerfect-linked group ran a television ad in the Delaware market calling out Bouchard’s wealth and connections as part of a pressure campaign aimed at keeping him from being nominated to an opening on the state Supreme Court.
The Delaware legal community was swift in its condemnation of the ad and its message, calling it nothing more than an unwarranted attack seeking retribution against the chancellor.
Shawe’s spokesman has denied any involvement on the part of his client, and the group’s leader said it had taken no money or direction from Shawe.
Still, Russo said last week that Bouchard has a “bone to pick” with Shawe.
“Why hasn’t the chancellor recused himself,” he asked rhetorically, in a statement.
Bouchard did say Monday that he would wait until at least late Wednesday to officially enter his billing ruling, after David Finger, Shawe’s Delaware counsel, said he would be withdrawing from Shawe’s team.
Contacted by phone Monday, Finger, of Finger & Slanina, said his decision was related to “confidential attorney-client” interactions, but declined to comment any further.
An attorney for TransPerfect said he believed “there is something in the works” and that Shawe planned to substitute counsel within one to two days.
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…
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.
It should concern all of us that news of corruption in our once proud state of Delaware has again spread to the Spanish newspaper (see the translated story below)! We should all be embarrassed that Delaware has continuously attracted negative attention around the world. Read the shameful story below and let me know if you are as embarrassed as I am about this overseas coverage for Delaware.
Sincerely Yours,
JUDSON Bennett, Coastal Network
The TransPerfect case, one of the largest shareholder conflicts in the history of the United States, put more than 5,000 jobs worldwide at risk , 500 of them in the offices of Passeig de Gràcia in Barcelona.
The case has revealed the corruption that exists in the judicial institutions of the US State of Delaware, the original headquarters of TransPerfect until it had to flee to Nevada in search of a more fair treatment.
In recent years there has been a detailed follow-up of the different tricks used by the Delaware State Chancellery , with Judge André Bouchard in the lead, to favor the “Old Boys” of Delaware. Practices that have made poor, opaque and manipulated management visible in favor of a powerful circle of people.
It is important to highlight the origin of the TransPerfect Case. This is the moment in which the judge decreed the forced sale of a private company with benefits, the more than 250 million dollars spent on lawyers and consultants at the request of Bouchard, the deliberate concealment of the files of the case once resolved or the unbundled bills paid to law firms related to the judge, which are still arriving five years later.
This battery of controversial actions has cost the State of Delaware a multitude of criticisms and complaints from different strata of American society. In recent years, Delaware has fallen from the first to the eleventh position in the ranking prepared by the United States Chamber of Commerce, which assesses the transparency and impartiality of states through surveys of businessmen, lawyers and citizens.
In addition to having suspended the valuation of the United States Public Integrity Center, the United States Department of Justice is investigating the judicial team that managed the company’s sale process for alleged discrimination during 2017, when the company was under its control. Also, an opinion poll published in recent months by the Slingshot Strategies agency has revealed widespread discontent on the part of the citizens of the State of Delaware with the management of the current government.
Given this situation of alleged corruption and clear government opacity, there are already thousands of voices that have spoken in favor of a more transparent government, judicial institutions that represent the population and not just the interests of a few.
Specifically, the Citizens for a Pro Business citizen association, which has championed the citizen struggle to return Delaware to the field of transparency and competitiveness, has activated a campaign in which through irony it focuses on the Court Supreme and especially in André Bouchard.
“If you bill millions as a business lawyer, you like spending thousands of dollars on fancy dinners and you like driving cars that cost five times more than the average Delaware citizen earns annually, it seems you are the perfect candidate to become a Judge of the Delaware Supreme Court, ”they say, and concludes the video with a resounding“ our Supreme Court should be representative of the people it serves ”
On the other hand, Shirley Shawe , a TransPerfect shareholder and one of the most critical voices with the management of Judge Bouchard, has also wanted to shed light on the situation and has funded a TV advertising campaign in the States of Iowa and New Hampshire with the objective of increasing the notoriety of the problem that plagues one of the most powerful judicial courts in the country.
The advertising piece presents US Senator Joe Biden and Harvard professor Elizabeth Warren in a 2005 parliamentary dispute. The piece, edited, and with a voiceover that highlights the message, presents the following dialogue:
“Are you suggesting that the Delaware Supreme Court is not a competent or transparent court? Right, Joe Biden! That is why it has been valued at position 48 of 50 by the Center for Public Integrity in fundamental areas such as transparency and accounting ”.
The piece also highlights some of the shortcomings of the Delaware Supreme Court such as having no cameras in courtrooms, not reporting the earnings of judges, not having traceability of administrative documents and not presenting restrictions on the incorporation of judges who come from from the private sector.
Citizens for a Pro-Business Delaware support diversity on the state’s Supreme Court. Chancellor Andre Bouchard is out of touch with normal Delawareans, and should not be the next Chief Justice of the state’s highest court. Delaware deserves transparency, equity, and diversity in its court system. Join the movement at http://www.delawareforbusiness.org/join-our-efforts.
OPINION Dear friends, I can’t thank my readers enough for the massive overflow of responses sent to me after my recent article titled, “Is The Delaware News Journal’s First TransPerfect Article in Over Six Months: Accurate, a Puff Piece or ‘Fake News’? You Decide,” was published. I have enclosed 20 of your top comments and have removed the last names to protect your privacy. The previous article encompassed several issues, concerning Andre Bouchard’s Chancery Court, the new and completely outrageous “contempt of court” charges against TransPerfect (stay tuned for more in-depth coverage), the amazing political ads raising national awareness of issues in Delaware’s Chancery Court by TransPerfect stockholder Shirley Shawe, the mother of CEO Philip Shawe. She bravely calls out Bouchard for ageism, sexism and corruption. As I have said for years now, there exists a separate system of “law” that Bouchard’s Chancery Court applies to successful entrepreneurs like the Shawes to seemingly drain them dry — and the crony gravy train continues. My sources tell me Bouchard has scheduled another hearing, apparently to again improperly enrich Skadden Arps at TransPerfect’s expense on October 10th, and I am planing on live coverage! Folks, the bottom line, in my view, is that the Delaware Chancery Court’s archaic rules have created, at a minimum, appearances of impropriety, and at worst, outright corruption—and this is unprecedented. You can make a difference in 2020 by voting only for Delaware State Legislature Candidates who promise to take on court corruption and cronyism. The days of free millions to Kevin Shannon, Steven Lamb, Bob Pincus and Bouchard’s other pals must stop—and justice must be served folks. That’s how I see it and what I’m advocating. Again, I thank you for your many comments; please keep them coming! Sincerely yours, JUDSON Bennett-Coastal Network SCROLL DOWN: 1) From Walt: “Judson Bennett’s Coastal Network”, “Citizens for Pro Business Delaware”, and Incessant Legal Action by the Shawe’s, and now Mrs. Shawe is sending out political ads against Biden. Delaware has never seen anything like this before. People are talking. WALT 2) From Lynn: Can’t wait to see Mrs Shawe’s ads against Biden? We appreciate all you do for Delaware. You are a wonderful writer with no fear. – Lynn 3) From Sam: How can they continue billing without explanation ? Andre Bouchard is destroying Delaware’s reputation. There should never be a question about the Chancery Court’s integrity. You are definitely making a difference. Can’t wait to see the ads ! Keep it up buddy. Best, Sam 4) From Alan: The News Journal article seems to capture the essence of the whole picture. Probably fairly accurate with a slight spin in favor of the Chancery. I sure hope Bouchard does not get the Supreme Court. He is bad news. Can’t help admiring their persistence. Attack ads on Biden- Really amusing!! 5) From Dave: Jud, keep beating the drum—you are the talk of Dover-LOL DAVE 6) From Jim: Thanks for the information Judson. Typical News Journal article with its establishment spin. Keep the articles coming. The article does not hurt the Shawes and frankly it brings more attention. Fascinating business. JIM 7) From Patty: Bouchard is up for Supreme Court Chief Justice, we have got to prevent that somehow! Maybe the controversy with TransPerfect and all the negative publicity you put out about him will keep it from happening. We in Sussex all know the power of your pen. You have certainly helped people win and made people lose. Keep up the great work. Delaware loves you Jud! Patty B. 8) From Joe: Jud, I think the piece covers it accurately, maybe with a little bias? Quite a story! 9) From Tim: Judson, Delaware is not used to someone using the power of advertising and activists to change a situation in the Courts. I have a hunch the powers to be are getting nervous. Thanks for all you do. Tim 10) From Pete: Judson, Sounds like CEO Philip Shawe and “Mommy Dearest” don’t mess around. Fascinating stuff and you have done an amazing job on this entire expose’. You gonna get the movie rights? PETE 11) From Jack: Wow! Quite an article—Lot of Puff and spin for the dark side. LOL Love your articles. Best regards, Jack 12) From Dick: Thanks for sending. The appearance of irregularities in this incessant case are very disconcerting. The Shawes are to be commended in my opinion and if they can make a difference. I am all for it and glad. Good job buddy. Dick 13) From Scott: Jud, Biden has lost it. He is a total insipid character now without substance. I rate the piece as a puff piece. The Shawes really got screwed by Bouchard. He has got to go! Keep it up and thank you. Scott 14) From Elsie: Judson, Delaware should be attacked by the Shawes and especially Biden—YOU GO MRS SHAWE!—WOMAN POWER 15 From Laurie: Hi Jud, Quite an article, I like the way you presented it this time. Usually by the time I read your communication above the article, I don’t read the article. The News Journal is definitely putting a negative spin on it. What a mess-Delaware needs to fix this crap, but as long as the Dems have the power, it will only get worse. Keep up the good work. We love your articles. L, Laurie 16) From John: Amazing stuff, Delaware is corrupt and the News Journal is suborning the corruption as it always does! 17) From Bill: Judson, The Delaware we once knew is no more. The establishment is going to protect itself and the News Journal is a liberal rag! Best to you, Bill 18) From Alan: Biden stinks-such an empty suit. Good for Mrs. Shawe. Alan 19) From Jim: Biden is responsible for changing the Bankruptcy laws which screwed everybody and protected the credit card companies. Mrs. Shawe is a little off on her political ads , however there are ads playing from that Pro Delaware Citizens group all over the radio. The media, the legislature, and the corrupt judiciary are all in it together. Keep up the good work. Jim 20) From Sarah: Like the national liberal press, they embellish and spin it the way they want it. Thanks for sending. – SarahI’m going to keep this short, folks, because I want you to read the newest story in the Delaware News Journal about TransPerfect, which I have been writing about for the last few years. I’ve read the story twice and I’d love to hear your opinion. It seems to me that sadly, Bouchard and his good-old-boy network, who continue to take money from TransPerfect every month still — 2 years after the sale — are powerful enough to influence News Journal coverage. Read the story below and see if you agree that the Shawes, who are courageous enough to take on Chancery Court corruption using the Democratic Primary as a backdrop, are portrayed as the antagonist. I say they are really the victims, and they have been month after month to this very day of Skadden Arps continued court-ordered looting — for nothing of value in my view and in the view of employees — but this is sealed up, so how can we really know? Read below, and as always, I look forward to your feedback.
Republican businesswoman behind $500,000 Joe Biden attack ads explains she was furious he supported ‘corrupt’ Chancery Court that dissolved her business costing her millions
Political unknown Shirley Shawe paid for the TV ads in Iowa and New Hampshire to show next week Shawe shared with DailyMail.com the ad is to ‘raise public awareness to the serious issues plaguing America’s most powerful business court’ It is the largest third-party attack ad spend so far in the 2020 campaign The ad includes a 2005 exchange between then Senator Biden and Elizabeth Warren – at-the-time a Harvard professor – as they discussed bankruptcy reform But the ad dices up the dialogue between the two and suggests that they were speaking on the Chancery Court Transcripts from the hearing reveal that Biden had just misspoke and confused bankruptcy courts with the Chancery Court, a point he later clarifies Both Warren and Biden have called for the ad to be pulled from the air Shawe seems to be angry about a business dispute that impacted her son in 2015, more than ten years after the political exchange took placeBy MATTHEW WRIGHT FOR DAILYMAIL.COM and KEITH GRIFFITH FOR DAILYMAIL.COM
PUBLISHED: 14:52 EDT, 29 August 2019 | UPDATED: 16:15 EDT, 29 August 2019 A Republican entrepreneur who released a perplexing ad decrying Joe Biden’s relationship with the Delaware Chancery Court has explained that she was angry at the presidential candidate for supporting the court that dissolved her business – costing her millions. Shirley Shawe told DailyMail.com that she released the misleading advert as a means to ‘raise public awareness to the serious issues plaguing America’s most powerful business court.’ ‘I was a personal victim of ageism, sexism, and corruption at the hands of Delaware Chancellor Andre Bouchard over the last five years; my constitutional rights were trampled and my private property was seized by a Delaware government body and put up for auction-and part of the justification for this was my age,’ she claimed in a statement to DailyMail.com. She added the behavior was ‘typical of the “Old Boy’s Club” that runs Delaware.’ ‘The Chancellor turned simple board deadlock into a 3 year occupation of the company I am part owner of, and caused over $250 million to be spent on the case, much of which directly benefited his social circle in Delaware. Bouchard was sworn in as Chancellor in 2014, five years after Biden ended his time as Senator of Delaware and almost a decade after the footage Shawe used in her advert. Shawe clarified that she sought to ‘encourage the candidates to drive reform’ with her ad that correctly identifies Delaware as getting an ‘F’ grade from the 2015 State Integrity Investigation that looks at ‘state government accountability and transparency.’ The ad includes a 2005 exchange between then Senator Biden and Elizabeth Warren – at-the-time a Harvard professor – as they discussed bankruptcy reform. ‘The Delaware court is too male, too white and anything but open,’ the ad’s narrator asserts in the advertisement. In the ad, Biden speaks on how the Chancery Court are open and calls it ‘outrageous’ to suggest otherwise. The clip then shows Warren ‘responding’ and seemingly pointing out how the Chancery Court impacts Delaware workers. But, the clip actually chops up Warren’s entire comment and fails to contextualize Biden’s comment – especially once he realizes that the conversation is about bankruptcy courts and not the Chancery Court. A transcript from the hearing shows that Biden realized his mistake and focused on Bankruptcy. Chancery was only ever mentioned in his initial comment. ‘Employees of companies like Enron literally cannot go to Delaware and hire local counsel, which the Delaware bankruptcy court requires of them before they can make an appearance, and that effectively cuts thousands of small employees, pensioners and local trade creditors out of the bankruptcy process,’ Warren said in the entirety of her quote. ‘If they can’t afford it, they are not there.’ Both Biden and Warren demanded the ad to be pulled, with the former Vice President declaring that the advert mischaracterized his remarks. Shawe shared that she was ‘disappointed’ by the politicians reaction but added that it was not ‘unexpected’ for Biden to respond in that way ‘given his home state court’s attempt to silence me and treat me as less than a person for years.’ She continued: ‘It is typical of the “Old Boy’s Club” that runs Delaware.’ ‘For Ms Warren, I suspect the Senator doesn’t yet fully understand how the Chancery Court harmed me and our 5000 workers worldwide. If she researches this case more deeply, I believe she will understand the facts and may have a different view.’ The Republican apparent endorsement of Warren – as seen on the ad – happens to just fall on that particular issue. Shawe said ‘who knows’ when commenting on who she would support for other issues and added that she and Warren agreed on this particular one. ‘The court needs to be brought up to 2019 and needs transparency,’ she stated. ‘I will keep fighting for that. This is just the first in a planned effort to drive awareness.’ Shawe’s grudge seems to stem from a costly legal battle that her son’s translation company, TransPerfect, fought in Delaware’s chancery court in 2015. ‘Two years after the case has ended, my company is still be billed outrageous sums per month by Skadden Arps, the Chancellor’s and the Chief Justice’s former employers,’ said the businesswoman. ‘We are required to pay these bills by court order, yet we are not allowed to see them, or even know what this work is for.’ She plans to run the television ad in early primary states Iowa and New Hampshire next week in what is the largest third-party attack ad spend so far in the 2020 presidential race. The ad eschews mainstream campaign issues and instead focus on the Chancery Court, a legal system which Shawe blames for a business dispute that hurt her son’s company. ‘The Delaware court is too male, too white and anything but open,’ the ad’s narrator intones. The 60-second ad shows Biden during a 2005 Senate hearing, in which he debated Elizabeth Warren, then a Harvard law professor. The ad accuses Biden of defending the Chancery Court as Warren attacks it. The transcript of the hearing shows that Warren was actually speaking about the bankruptcy courts, a separate forum of equity law, but Biden became briefly confused and referred to chancery court. Delaware’s Court of Chancery oversees business disputes, though not bankruptcy, which is a federal matter. The state’s chancery court has great influence due to the large number of companies that are incorporated in Delaware, which has business-friendly laws. Both Biden and Warren, who are among top contenders for the Democratic presidential nomination, have called for the ad to be pulled. ‘The ad misrepresents Vice President Biden’s position in this exchange from 2005 by manipulating footage to suggest he means one court when he means another,’ Biden campaign national press secretary Jamal Brown told CBS News in a statement. ‘It’s a clear reminder of the way that third-party money poisons our politics with false attack ads, and it has no place in this race,’ he continued. Warren also spoke out against the ad, even though it seems to cast her in a heroic light. ‘Elizabeth does not believe individual donors should have an outsized influence in this primary, and has consistently said that Super PACs or individuals with the means to finance ad campaigns on their own should stay out of the primary,’ her deputy communications director Chris Hayden said. Shawe’s grudge seems to stem from a costly legal battle that her son’s translation company, TransPerfect, fought in Delaware’s chancery court in 2015. In a landmark case, the head of the Delaware Chancery, Chancellor Andre Bouchard, ordered the dissolution of the company even though it was not in financial distress, but because its co-owners could not get along. The court-ordered decision to sell TransPerfect came in 2015 after a chancellor concluded the feuding CEO’s Philip Shawe and Elizabeth Elting were ‘hopelessly deadlocked’ over significant matters and business decisions. Shirley Shawe owned 1 percent of the company at the time of the forced sale, which resulted in her son Philip Shawe gaining ownership by bidding in the public auction. Shirley Shawe launched a crusade against the chancery courts, however, lobbying lawmakers to banned forced sales like the one of TransPerfect. ‘When a judge makes a precedent and makes a ruling to just sell a privately held company, then why would other people be motivated to start a company and why would they be motivated to incorporate in the state of Delaware? If someone is just going to take their private property?’ Shawe told WMDT-TV in 2017. Shawe has said through a spokesperson that she is a Republican and did not intend to boost Warren with her ad. She has vowed to run to run the TV ads in spite of the candidates’ protests, and has also reportedly ordered print newspaper ads on the subject.
I have sensed for years that something was rotten in the state of Delaware’s Court of Chancery, in general, but also specifically as it relates to the TransPerfect case and the missing $250 million in legal, custodian and consultant related fees. I promised my loyal readers that I would find and pull on every loose thread of this case until my perceived web of corruption that belongs to Andre Bouchard becomes totally unraveled for all to see.
This new discovery is going to floor you, and what I believe is the attempted cover up will floor you even more!
Three law firms, from my view, made out like bandits when Bouchard started ordering TransPerfect Global and CEO Phil Shawe’s personal money be paid around to his friends and former law partners like a feudal lord in mid-evil times — and remember folks, no witnesses testified against either Shawe or TransPerfect. These three firms benefited to the tune of millions of dollars whose uncanny “coincidences” and connections to Bouchard warrant a State and Federal investigation of Bouchard and his Cronies:
1. Skadden Arps – The former partner at Skadden, custodian Bob Pincus, whose personal friendship I recall Bouchard bragged about when appointing him. Also, this is where outgoing Chief Justice Strine started in law, as Bouchard’s intern.
2. Potter Anderson – Perhaps, who I believe is the dirtiest attorney in Delaware, Kevin Shannon, who seems to win cases without providing evidence by attending tax-payer financed boondoggles with Strine and Bouchard (who I hear from reliable sources that he golfed with and additionally, traveled to New Orleans with, during critical points in the case!!!)
3. Kramer Levin – Whose seemingly outrageous lies to the Delaware Supreme Court were called out in a nationally televised advertisement. What was their penalty for all of this? A victory. What’s the Bouchard connection? Kramer, Bouchard, and Kevin Shannon all worked together on the infamous Walt Disney case years ago, where they argued against shareholder interests. I have heard from reliable sources, that Gary Naftalis is a named partner at Kramer Levin who comes down to hob nob with Strine and Bouchard; sometimes he’s the only non-Delaware lawyer in attendance at a Delaware conference?
4. Paul Weiss – The fourth firm who made out like John Dillinger — and had no apparent connection to Bouchard…UNTIL NOW!!!
The Fourth Firm—HERE IS THE RUB FOLKS :
This firm, which no one has spoken about until now, in August of 2016, as reported in the New York Law Journal, Chancellor Bouchard ordered Shawe to pay Elting’s lawyers an outrageous and unconstitutional fine of $7.1 million — an order un-related to any “harm” or “compensation” in the case, as the law requires — and the largest such sanction ever in U.S. history. Bear in mind: Shawe denies all claims and has maintained his innocence at all times. All witnesses testified for Shawe–clearly stating that there was no wrong-doing of any kind. How did Paul Weiss win? Keep reading.
Paul Weiss benefits immensely — and no one made the connection before now. Why? Perhaps an orchestrated cover-up on a grand scale?
Who was the most Senior Paul Weiss lawyer in Delaware at the time? Who gained the most in the Paul Weiss DE office? You won’t believe it when I tell you: Former Chancellor Steven Lamb. Bouchard’s first firm, when he left Skadden Arps (if he ever really left – it appears to me he still might have a financial interest in their success), take a seat before reading the next line: Bouchard’s very first firm of his own was: BOUCHARD AND LAMB!!!!
You may not believe me that this is the truth, because it boggles honest minds. Folks, I have done hours of digging and digging to establish the only remaining connection of Bouchard to all the law firm benefactors of the crazy decisions in the TransPerfect case. Irrefutable proof of the Bouchard-Lamb connection is in the link:
The Business of Law: Meet the New Leader of the Court of Chancery
So many dots are connected here. Andre Bouchard has, in my opinion, hit for the proverbial “corruption” cycle ( a baseball term for those of you who don’t know) by helping 4 different law firms, all of which he is intimately connected to! He helped them make millions upon millions of dollars by his seemingly biased decisions from the TransPerfect Global case.
The Cover-Up!!!
Chancellor Bouchard prior to his appointment to the Chancery Court was partners with Stephen Lamb! Stephen Lamb after serving on the Chancery Court himself then moved back into private practice with the law firm of Paul Weiss. Fast forward to the TransPerfect case in 2016 and Kramer Levin hires the Paul Weiss firm to work on the case representing Shawe’s former partner at TransPerfect– Liz Elitng. Specifically, they were hired to work on the allegation that Shawe spoliated evidence which, according to the testifying employees, were NOT able to prove in any way, shape, or form. The bottom line is that nobody needs proof if Bouchard’s court is corrupt and rigged for his cronies to win?
Yet when all the papers were served on behalf of Elting by Paul Weiss, absolutely no mention was made of former Chancellor Lamb’s name. It wasn’t until I was doing some research and saw an article where Paul Weiss was claiming victory, did I notice that one of the attorneys taking credit for the victory was Stephen Lamb! No other public document I can find anywhere even lists LAMB on the TransPerfect case!!! Another coincidence?? In Bouchard’s court, there seems to be a lot of coincidences. Yet, we know from this evidence he was on the team taking Shawe’s and TransPerfect’s money with Bouchard’s help.
HELLO — They brag about his specific role on the Paul Weiss website!?!?!
I will issue a challenge to all those mentioned, who have never denied these inferences: To Chancellor Bouchard, Former Chancellor Lamb, Kevin Shannon, various Kramer Levin attorneys, who in my opinion, boldly lied to the Delaware Supreme Court with no repercussions!
COASTAL NETWORK’S CHALLENGE: Prove to me there was no cover-up and no hidden agenda. Indeed, this is the appearance of impropriety. Show me one official court document other than the Paul Weiss Web Site, that mentions LAMB’s involvement in the TransPerfect case — and I will discontinue this line of inquiry. In my opinion, Bouchard had a legal duty to inform Shawe that he was formerly in business with Chancellor Lamb, He should have recused himself, but he did not! Folks, any reasonable man would see this as a serious conflict of interest.
This is the most damning evidence of corruption, in my opinion, an investigative reporter could find, as it proves to me that this coordinated group had the intent to hide their wrong-doing. There is no other explanation from my educated perspective. How long will we let this infamous boy’s club of incestuous characters operate by sucking the life out of Delaware’s corporations, Delaware citizens, and Delaware’s reputation?! On behalf of the Coastal Network and my 6,000 readers, I again call for a bi-partisan investigation of Chancellor Andre Bouchard by the General Assembly!
Would love to hear your thoughts on this stunning discovery. Your feedback is always welcome.
As I see it, TransPerfect & Shawe never had a chance at fair trial with this what I call “murder’s row” of Bouchard’s cronies…
Scroll down to read this article:
FEBRUARY 13, 2017
“The Delaware Supreme Court upheld the court-ordered sale of TransPerfect Global, Inc. and unanimously affirmed the $7.1 million sanctions award in favor of Paul, Weiss client Elizabeth Elting. Elting and Phillip Shawe are the co-founders and co-CEOs of Transperfect, one of the world’s largest document-translation and discovery-services companies. Since 2014, they have been in litigation in Delaware and New York over the control of the company. Elting is represented by Kramer, Levin, Naftalis & Frankel and Potter, Anderson & Corroon in the corporate-control battle.
In late 2014, Elting tapped Paul Weiss when Shawe revealed that he had secretly accessed Elting’s lawyer-client communications. Paul Weiss then uncovered that Shawe had attempted to destroy files on his laptop, had failed to safeguard and produce text messages on his cell phone, which he claimed was destroyed when it fell in a cup of Diet Coke, and had repeatedly lied under oath about his conduct. Paul, Weiss tried the two-day sanctions hearing and represented Elting in her successful post-hearing briefs and in defending against Shawe’s sanctions appeal.
The Paul, Weiss team included litigation partners Eric Stone, Robert Atkins and Stephen Lamb, of counsel Gerard Harper and counsel Robert Kravitz.”
I am asking you to click on this link and watch this video:
Please take a quick look and let me know what you think. I am preparing a feedback piece. Send your comments as soon as you can, as the response has been strong! I would like to thank the legislators who have responded as well, and I want your voice to be heard too!
15 minutes into it you will see me asking a probing question.
I believe that Delaware’s absolute, basic, economic, moral, and ethical future is at stake here!
The link will take you to a video showing the beginning of an important movement! It started with a press conference (shown in the video) that is going to affect the future of Delawareans for years to come!
I attended the press conference in front of the Court House in downtown Wilmington, Delaware on July 10th. The “Citizens for Pro Business Delaware” event was led by their Chairman, Chris Coffey.
Thank you for taking the time to view this important video.
Your comments are welcome and appreciated!
JUDSON Bennett-Coastal Network
My onsite coverage of the “Citizens for Pro Business Delaware” 100+ person press conference has paid off for Coastal Network readers. From an anonymous source, I have obtained a video of the entire July 10 event held right in front of Bouchard’s Chancery Court in Wilmington, Delaware.
It was an energetic and well-attended press conference, presided over by anti-corruption activist Chris Coffey, the campaign manager of “Citizens for Pro Business Delaware.” Others spoke too, including Donna White, an African-American woman who was terminated from her job at the Chancery Court for sending an email asking if Mark Zuckerburg would look at her App!!?? Meanwhile Kevin Shannon and Chancellor Andre Bouchard golf together during the case, travel to New Orleans together during the case, and I believe decided this case at the Country Club. It certainly wasn’t decided in the court room with no witnesses appearing for Shannon’s side, folks. That’s how I clearly see it.
As Coffey puts it, Bouchard and his cronies in the Delaware Old Boys Club “get away with murder” each and every day compared to what Donna White did, yet she was escorted out of the building and treated like a criminal–given only 10 minutes to collect her belongings and to say goodbye to co-workers of 7 years!?!
The double standard, hypocrisy, and potential racism here only rivals the ageism, sexism and contempt that Chancellor Bouchard and 4 out of 5 justices on the Supreme Court (all the male judges) showed litigant Shirley Shawe in the TransPerfect debacle. How could it be that female, senior citizen, Shirley Shawe’s only victory in the first 5 years of this entire case was from a woman jurist, Delaware Supreme Court Justice Valihura? It’s mathematically impossible that this is a coincidence, as the Good Ole Boy cronies would have us believe. They are making millions off innocent shareholders with their back-room Country Club deal, scratching each other’s backs, and trading favors with their rich and powerful friends. And what happens to Chancery’s real life victims like Donna White? She has been denied health insurance and unemployment benefits! I’m telling you folks, I believe Andre Bouchard is not only corrupt, but also sadistic–and, in any case, lacks any shred of the ethical fiber required to fill the Chancellor position. The great state of Delaware deserves better. Listen to the press conference, where Donna takes the podium and tells her story here…
I asked a question of Coffey during the press conference, which I wrote about in my last column. You will see that here, as well as other suggested anti-corruption reforms that appear like common sense to this journalist. The Delaware Citizens group now fighting for reform has 2,700 members which includes TransPerfect employees who were negatively impacted by Bouchard’s decisions along with other concerned Delawareans.
By the way, I commend the Delaware Business Times for covering the major events of July 10th, and I wonder which Ole Boys Club member or creepy Skadden Arps friend of Bouchard called the News Journal to get them to kill the story? Brent Celek from the Philadelphia Eagles and Colin Jost from Saturday Night Live came to Wilmington and joined those calling for Chancery reform at the Hotel DuPont. How is it you can Google the News Journal’s entire site, and read nothing about this important day at the Chancery Court? Mark my words, Bouchard and the “Limousine Liberals” who run this state and prey on its citizens are powerful, so powerful, they are dangerous to Delaware, to anyone who incorporates here. But fear not, the Coastal Network cannot be intimidated into killing stories or masking the truth–stay tuned here folks, for coverage on Chancery actions and other injustices in Delaware.
As of press time, I know of no other media outlet who has obtained this tape. Enjoy watching the coverage and share it with folks who may want to see it.
Why have evidence or witnesses to make your case in Delaware’s $250 million TransPerfect fiasco? When your name is Kevin Shannon, and your friends are wearing the robes, in my opinion, you don’t need evidence or witnesses — cause you have the game rigged in your favor.
If this isn’t illegal, it surely ought to be. Frankly, I see this as a disgusting and disturbing view into how our Chancery Court apparently now works?
After following Andre Bouchard’s first couple of years, which I viewed as suspect, followed by his mismanagement of the TransPerfect Global case, I decided to Google the names of the folks involved in the case to see if my suspicions were correct. Were there actual conflicts of interest and personal connections?
Folks, please look at the boondoggling schedule I was able to come up with by doing that digging on Google: Kevin Shannon of Potter Anderson, with Andre Bouchard (well-documented BFF) and Leo Strine, in and around the 5 years of shame related to the TransPerfect case.
I could write a serious diatribe about how corrupt this appears to be, just by referencing the Delaware Judicial Cannons, which are clear and on point, but I will let the dates and facts speak for themselves. How dumb these people must think the Delaware public is??!
Folks, after looking at the facts, it is hard to fathom for me — and should be for any reasonable person — when seeing the incestuous relationships between these individuals and their conflicts of interest, that this judicial arrangement, which apparently is condoned by the Delaware Legislature, is just plain wrong!!!
To add insult to injury, for Bouchard and Strine, this boondoggling is on the tax- payers’ dime.
Look for yourself:
(and these are just the one’s we know about from Google?!?)
Shannon and Strine (and only 2 others)
Shannon, Strine, and Voss (works with Pincus at Skadden)
There you have it folks — clear evidence of these incestuous connections and when you put these relationships together with the actions of the same players combined with the rulings from Bouchard and Strine and then add the former business partner from Skadden Arps, Robert Pincus, into the mix as the appointed Custodian in the TransPerfect case, all working in unison to seemingly profit from the case. I cringe at the obvious appearances of impropriety and the possible corruption. There should be no doubt about the integrity of these Courts. Unfortunately, they are suspect and it is right in our faces!
I urge you to contact your legislators and tell them about your concerns! This will be an issue in the 2020 election.
Breaking news folks, in a recent survey released by Slingshot Strategies LLC, confirms what I have been reporting on for years. There are a large number of Delaware voters who are dissatisfied with Andre Bouchard’s Chancery Court. Importantly, 79% of Delawareans believe Andre Bouchard should have been forced to disclose his pre-existing, 20-year BFF friendship with TransPerfect Global co-founder, Elting’s counsel, Kevin Shannon of Potter Anderson.
Additionally, the Delaware citizenry apparently agrees that conflicts of interest clearly exposed, not sealed up by a judge who could be abusing his power, in regard to the appointments of custodians. Bottom line folks, the Delaware people, in my opinion and in my assessment of these poll results, are not happy with Andre Bouchard and the rampant cronyism that has defined his tenure.
Recently, folks demanding greater transparency from Bouchard in his Chancery Court at a Bar Association Brunch were forced to leave by security, not only the event itself, but the parking lot as well. Is this the Chancellor’s latest bid to thwart activities protected by the United States Constitution?
Frankly, these poll results are unfortunately gratifying in a way because, in my opinion, a vast majority of Delawareans believe that Bouchard’s shady, illogical rulings in the TransPerfect case — supported by his former intern Leo Strine — in a nonsensical majority opinion — are improper. Our once-renowned Chancery Court is now infamous for corruption in my opinion.
Delaware, having dissipated from #1 to #11 for judicial equity in a national survey conducted last year by the United States Chamber of Commerce — is losing corporations to Nevada because many business people are concerned about potential subjective rulings coming out of Delaware’s Chancery Court these days?
Yes folks, having watched Chancellor Bouchard very closely from the time he was appointing various people to the Deputy of the Register of Wills job (before he found one that could actually do the job), having read all the transcripts from the TransPerfect case, and having interviewed many people, I am convinced beyond a shadow of doubt, the longer Bouchard holds office, the worse off Delaware will be.
Please read the article below published by Yahoo Finance, citing “widespread dissatisfaction” with Bouchard’s Chancery Court.
DOVER, Del., June 24, 2019 /PRNewswire/ — A staggering amount of Delaware citizens have expressed dissatisfaction with the Chancery Court’s proposed reforms and the state government’s transparency, according to a recent survey.
The survey, released in April by Slingshot Strategies, LLC., noted 79% of Delawarevoters and 77% of registered Democrats demand judges to disclose relationships with lawyers. In addition, about 70% of both Delaware voters and registered Democrats propose custodians to disclose conflicts of interests to the general public. The sweeping support for additional disclosure from the Chancery Court is heavily linked to the overwhelming frustration citizens have for the state government.
According to the survey, 92% of voters agree that the state government is dishonest and 58% believe it is nearly impossible to hold local politicians accountable for their actions. Almost 50% feel helpless in the fight for their voices and concerns to be addressed, due to political bias and nepotism in Delaware politics.
Citizens for a Pro-Business Delaware have demanded more transparency, equity, accountability and freedom of speech from the Chancery Court, only to be denied such basic Constitutional rights. On June 14, 2019, Citizens for a Pro-Business Delaware volunteers were forcibly removed from the Delaware Chancery Court after using their First Amendment rights to request transparency. While the group was denied the right to distribute information to those most closely associated with the Court system, Citizens for a Pro-Business Delaware will continue to bring their push for accountability to the residents of Delaware through media advertisements in the News Journal, as well as other local media.
Influential leaders such as Chancellor Bouchard halt Delaware Chancery Court reform and Delaware’s reputation as a hub for headquarters and businesses are being negatively affected. Citizens for a Pro-Business Delaware is committed to exposing the clandestine processes of Delaware’s Chancery Court. “The long-standing corruption and white washing of justice in the Delaware Chancery Court is abhorrent and unethical,” said Miranda Wessinger, president of the Citizens for a Pro-Business Delaware. “The citizens of Delaware deserve transparency and accountability from local political leaders. Our efforts to serve the Delaware people will not be impeded, regardless of the bureaucratic push back. We are determined to keep Delaware’s reputation as a thriving and profitable business state.”
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 wave of public opinion demanding that Chancellor Bouchard be held accountable, for what I and many others view as illicit activity, is transforming into a full-blown tsunami. Below, I have chosen 10 recent responses to share with you, but I could be sharing 100.
As you will read below, the groundswell of Delaware citizens who are writing to me about being fed up with Bouchard seemingly feathering the nest of his former law partners at Skadden Arps and other cronies, have reached a fever pitch. What seems to be bothering them most is the perception that his personal patriarchy has profited for too long at the expense of Delaware corporations, Delaware taxpayers, and Delaware’s now tarnished image. Chancellor Bouchard’s actions have convinced me (and many of my readers) that he seems to lack the ethical character required for the job, to put it mildly.
My readers are expressing outrage in droves, and are all Delaware voters. I wonder how long the elected members of our General Assembly can continue to turn a blind eye to the public’s demand for anti-corruption and transparency controls to be placed on the Chancery Court?!?
Recently, Delaware’s “Judge Evil” (as I like to call him), the Chancellor, ordered yet another successful company dissolved for “dysfunction”. In laymen’s terms this appears to simply be executives fighting on email. So Delaware corporations likely should worry if they happen to write an email the Chancellor may find concerning. Heck, he could decide to take out a company, dissolve it, or sell it off subjectively any time he feels the urge! Funny how much Skadden and/or his other cronies seem to profit when this happens??
Bouchard’s pattern of illogical and unprecedented decisions, enriching his “Good Old Boy” network of elites, now includes Inspirion Delivery Services, LLC. In my recent article titled “Delaware Chancellor Bouchard Orders Another Delaware Corporation Dissolved-Bad for Business”, I pointed out Bouchard’s most recent act of judicial over-reach, further inequities of his seemingly capricious decision-making, and his seemingly blatant hubris resulting in grotesque appearances of what appears to be impropriety.
As it turned out, this piece resonated deeply with you, my dear readers. The TransPerfect case — where millions of dollars in invoices are still being hidden by Bouchard’s apparent abuse of power, now has Delaware citizens fervently demanding reform.
I appreciate your feedback so much, and the only thing I appreciate more, is your zeal in calling for legislative reform. The people have spoken: They are saying in so many words: “The unchecked power of Bouchard’s Chancery Court is unconstitutional and bad for Delaware business.” Now, they must be heard in Dover!
Again, I have received countless responses; here are 10 samples, but they are reflective of a greater anti-corruption and transparency movement by my readers. I have removed my readers’ last names for their protection because in my opinion the “Good Old Boy” patriarchy that runs Delaware is a powerful and vengeful bunch.
Thank you for your feedback! Keep ’em coming.
1) From Abner
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Judson, This guy sounds worse than the rotten deep state that has attacked our country and tried to overthrow the government. Typical Democrat move by an incompetent JUDGE! Keep up the great work exposing this bastard! ABNER
2) From Linda
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
My God, does this guy ever stop with his corruption — right in the face of all of us. So much arrogance, so much hubris.
Thanks for keeping us updated. Linda
3) From Brian
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Jud,
How the hell can the State Legislature close their eyes to this?? It seems as if Chancellor Bouchard hurts companies instead of helping them. Certainly not good for Delaware’s business or future. So terribly absurd! Keep up the good work. Love your articles. Best regards, Brian
4) From Archibald
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Hey Judson, The corruption in the Delaware Judiciary has been going on for years. The Democrats have become so blatant with it, it is apparent for all to see. Unless we get rid of this Status Quo Legislature, nothing will change. Another Delaware incorporated company will bite the dust at the hands of Bouchard. He has got to go! Keep up the good work you do. Archie
5) From Bob
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Judson: When a judge withholds public documents that the people have a right to see, all kinds of red flags go up? When a Judge colludes with an attorney involved in a case he is presiding over, it is criminal. I can remember being so proud of being a Delawarean, but no more. It is hard to believe that our state has become so business unfriendly! It used to be there was compromise, and reason, and yes justice. The likes of these Skadden Arps former lawyers and their collusion with each other is outrageous! “Inspirion Delivery Services, LLC” looks like another bad decision by this crazy Chancellor. This is simply outrageous. Keep the articles coming, maybe the boys in Dover will blink when they realize their jobs are in trouble. Keep up the pressure! BOB
6) From Jack
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
IMPEACH BOUCHARD! VOTE REPUBLICAN!
7) From Charles
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Judson, you are really shaking things up and the people are talking. Subjective rulings without logic or standing on decided matters is bad business and is basically creating new law-“legislating from the bench.” Why haven’t the Philip Shawe people filed for FOYA Requests to get the records? It will be interesting to see if Bouchard continues to feather his cronies’ nests? Keep up the good work. Charlie
8) From Carol
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Wow, more of the same. This business with TransPerfect and now another fiasco in the Chancery Court. I can’t believe what a blind eye these liberal jerks in our state house have. Unfortunately, if the people in Washington think there is a Swamp-check out Delaware—IT IS PURE QUICK SAND ! Thanks for your efforts JUD. Keep the bastards thinking. Great work! Best regards, Carol
9) From Ed
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Why would anybody want to incorporate in Delaware, when the Chancellor can sell your company out from under you? Seems like things are going from bad to worse. If Delaware loses its franchise taxes, the red hole will be so deep, “Hades” will be a cool place in comparison. Keep exposing this jerk Judson. We love your articles. ED
10) From Adrian
Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?
Dear Mr. Bennett,
As a small business owner incorporated in Delaware I am extremely concerned. It is beyond me why the legislature which is controlled by the Democrats is so business unfriendly. Eventually, the bottom is going to fall out if Chancellor Bouchard keeps creating these untenable situations. You don’t force the sale of a company because of stock holder or director disagreements.. Might have to reorganize in Nevada! I appreciate your great writing and your guts. Thank you! -Adrian
I thank you for your many responses. Please keep them coming.
I implore you to carefully read the 2014 National Review article below entitled, “The Strine Strain: Some Judges Take a Toll on Justice.” As I’m sure you’ll remember from my articles (because no one else will cover it), Strine was BOUCHARD’S Intern. Many Delawareans I have talked with think this relationship is somehow OK (debatable) because it was the other way around. I’m telling you, it is not! When they were both at Skadden Arps, Chancellor Andre Bouchard was the big-boss-man over our Chief Justice/Intern Leo Strine — and, as you’ll see from this article, the apple didn’t fall far from the poisonous tree.
For those who think I am alone and whimsical in pushing for drastic judicial reforms, with “radical ideas” such as the disclosure of court-ordered bills as required by law, the random assigning of judges to cases, disclosure of relationships (like Bouchard and the infamous, Kevin Shannon of the TransPerfect case), and jury trials to put a check on the Chancellor’s sweeping power, which are so omnipotent that they are ripe for abuse. See the article below from The National Review in 2014. Please note, I’m neither condoning or condemning the controversial author, but he’s obviously highly-educated, articulate, and understands firsthand what I, and many of my readers view plainly as a pattern of corruption by Delaware Chief Chancellor Andre Bouchard.
He writes: “After Strine enthroned others in control of our companies, his protégés enriched themselves obscenely and the companies eventually went bankrupt, wiping out $2 billion of shareholders’ equity dispersed among average people in every U.S. state and Canadian province.” Sound familiar, like another victim of the infamous Bouchard-Strine two-step tango that saw the court’s close friends at Skadden seemingly abscond with over $25 million in fees for “undisclosed services” as was implemented by the “court- ordered custodian” in the TransPerfect case.
When you read this, remember, this article is just about Bouchard’s Intern Strine. Bouchard was astonishingly permitted to help Strine elevate his personal career when Bouchard was on the Judicial Nominating Committee of the Bar Association. Then disgustingly, one hand washed the other, and Strine returned the favor by elevating Bouchard. Now, as I see it, the true Skadden Arps (puppet) master of enriching Delaware good ole boy cronies is now our Chief Chancellor, Andre Bouchard. God help us — absent judicial reform.
By CONRAD BLACK | February 19, 2014 9:00 AM
The elevation of Leo E. Strine, the chancellor in Delaware’s Chancery Court, which is the principal corporate-law court of the United States, to chief justice of Delaware would not normally attract much comment. Delaware is one of the smallest and least populous states and is chiefly known as a place of incorporation and for the historic presence of the du Pont family and the DuPont chemical company. (Pierre S. “Pete” du Pont IV was a recent and well-known governor.) Because Delaware became the preferred place of incorporation as the American industrial and financial boom lifted off after the Civil War, it has had great importance as a commercial jurisdiction. Leo Strine — a well-connected Democrat and former aide to a Democratic governor, current U.S. senator Thomas Carper — served 15 years on the Chancery Court, three as head (chancellor) of it, and built a reputation that extended throughout the corporate community of the United States and beyond, as a sometimes controversial, outspoken, whimsical, and decisive judge.
None of these need be negative characteristics, but he is, in fact, a hip-shooter, who fancies himself a very blithe wit and feeds on the sycophantic laughter of counsel and their clients appearing before him. He follows cases closely, produces verdicts and judgments promptly, and clearly possesses a sharp intelligence, but he has periodically lapsed into discursive speculation on irrelevant subjects, including in one instance the religious affiliations of contending parties (without implying any bigotry, but with a distracted concern for matters unrelated to the case). He was rebuked by the court he will now head, when the state supreme court reminded judges not to use their positions in trials as “a platform from which to propagate their individual world views on issues not presented.” Strine frequently reveals himself as a fervent sports fan and engages in popular-culture references that do enliven his interventions and even decisions, as if to fortify his unprepossessing Mr. Peepers appearance.
There is not really anything wrong with any of this either, and judges could often do with a little loosening up, as they often affect undue severity in their dickies and robes and on their elevated platforms where they rule with almost unquestionable authority. In fact, complaints of this kind disguise the real problem with Strine: that, while he is intelligent and quick, he is a compulsive attention-seeker and often says injudicious things and produces bad and unjust judgments. He, like a significant number of judges, but more vividly than all but a few, is like a hyperactive version of F. Scott Fitzgerald’s description of the rich drifters of The Great Gatsby: “They were careless people. . . . They smashed up things and creatures and then retreated back into their vast carelessness . . . and let other people clean up the mess they had made.” As his spouting of contemporary pop-culture jargon portends, Strine is trendy, and combines Bacon’s famously disparaged “much-talking judge” with the contemporary description of much of the bench as “the Zeitgeist in robes.”
Readers will discern that I speak from experience. I testified in Strine’s court at length in a case where companies controlled by my associates and me were involved. He signaled clearly in the preliminary meeting with counsel that he had already determined the case against us and my counsel advised me to fold and act otherwise against our opponents. With no optimism about the outcome of the impending trial, I concluded that that would produce the same result with the additional appearance of cowardice on our part, and the case proceeded. He was perfectly courteous to me as a witness and we even exchanged a few quips and a bit of jaunty badinage, and he has subsequently referred to me quite politely, even with the affected comradeliness of a former adversary whom he bested. But he wrote a judgment that did extreme damage to the interests of tens of thousands of shareholders and was largely debunked in subsequent proceedings in various courts, including a four-month criminal trial. After Strine enthroned others in control of our companies, his protégés enriched themselves obscenely and the companies eventually went bankrupt, wiping out $2 billion of shareholders’ equity dispersed among average people in every U.S. state and Canadian province. The faction he upheld at trial — to Strine’s professed amazement, as any indication of his fallibility seems to amaze him — ultimately agreed to a $5 million (Canadian) settlement of my libel suit, by far the largest such payment in Canadian history, as part of an overall resolution, in my favor, of a complex of related lawsuits.
I certainly cannot blame Strine alone for the fact that I was wrongly convicted and sent to prison for three years, before the charges that he had helped to generate were abandoned, rejected by jurors, or unanimously vacated by the U.S. Supreme Court. Injustices occur, and given the correlation of forces between the U.S. government (and its Canadian Quislings) and myself, I did well to put it behind me as soon as I did. (Prosecutors were seeking life imprisonment and $140 million in fines and restitutions, and finally got three years and two weeks, and $600,000. And Richard Posner of the Seventh Circuit Court of Appeals in Chicago, the dean of all flippantly opinionated American judges, had to retrieve two counts to achieve even that for the prosecution Strine effectively solicited.) I am personally philosophical, found my time in prison quite interesting, and even enjoyed a few aspects of it, especially helping over a hundred students to matriculate from secondary school. It was completely unjust that I was there, but I tried to make the best and most of it; and the world is not a rose garden for anyone.
My point is not personal bitterness toward Strine and Posner, though my regard for them is not unlimited. My grievance is that these two, and an appreciable number of other judges, simply bang down their gavels, bring down resonant and histrionic decisions that are apt to be completely mistaken and to inflict injustice, and continue in their terminal self-absorption. When we first appeared before Posner, he seemed not even to have read our papers, and much of his fatuous judgment that would soon be shredded by the high court was a description, in reference to the so-called Ostrich Rule, of the habits of the ostrich. Strine acknowledged in his judgment against us that a reasonable person might find entirely differently, and reasonable people eventually did, though Posner, not being in that category, was not one of them. The U.S. Supreme Court was. But Strine and Posner and similarly wired judges just drive on, never apparently reflecting on the impact their capricious decisions have, or wondering if a little Solomonic deliberation might better serve society or even enhance their ultimate reputations as jurists.
Posner, at least, was frustrated in his ambitions to reach the highest court; he blamed this on his advocacy of legalized marijuana, though such brainwaves as his proposal to make the adoption of children straight financial auctions might have had something to do with it. He has, in his irritation, taken to public criticism of the U.S. Supreme Court, sometimes justly. But his complaint that the justices of that court interrupt counsel too much is a bit rich; at our first appearance before him, though my counsel was a very respected former deputy solicitor general of the United States, Posner allowed him to complete only 15 percent of the sentences he initiated. His manner was querulous, antagonistic, and boorish. Justice Scalia called him a “liar,” and in our case he was censured by the whole Supreme Court, in a judgment written by Justice Ginsburg, for “the infirmity of invented law.” No doubt he has had his moments, but he has been drinking his own bathwater for decades and he must subside soon.
Strine, who is approximately 50, cannot possibly imagine that his career ends in the highest court of the dollhouse state of Delaware. Both judges should wear bells on their heads like medieval lepers to warn the unsuspecting of their approach. They are a menace, not because of lack of ability, but because of helpless thralldom to their own self-worship. Strine claimed in his confirmation hearings that he wished to fortify Delaware’s status as America’s premier corporate jurisdiction. Doing so will require a miraculously successful lobotomy or the greatest revelation since Zechariah was struck dumb in the Temple. Failing such astounding developments, corporate America should decamp, to other countries, and certainly to other states, as Delaware will pay for his elevation.
— Conrad Black is the author of Franklin Delano Roosevelt: Champion of Freedom, Richard M. Nixon: A Life in Full, A Matter of Principle, and the recently published Flight of the Eagle: The Grand Strategies That Brought America from Colonial Dependence to World Leadership.
Once again folks, we have the U.S. Department of Justice chiming in on Skadden Arps and our Chancery Court. And, it ain’t pretty! The mess Bouchard and Pincus made while emptying TransPerfect’s corporate coffers, in my opinion, to benefit themselves and it keeps getting worse. Please remember who has been telling you that the many awful black-eyes will keep coming and coming for our state, and for our Chancery Court, under the inauspicious leadership of Andre Bouchard.
The latest headline: The DOJ just accused TransPerfect of discriminating against dual citizens and non-U.S. citizens when helping Clifford Chance’s staff organize a project in 2017.
NEWSFLASH folks: TransPerfect Management wasn’t in charge in 2017, our Delaware Chancery Court was. And it is plain-as day to me that Skadden was so busy fleecing and mismanaging the company as I see it with its illegal 3-year $1,475-per-hour occupation of the company that apparently it supervised conduct that the DOJ believes is absolutely illegal.
THIS IS OUTRIGHT CRAZY!! WHEN WILL WE STAND UP TO THIS PERCEIVED CORRUPTION IN THE DELAWARE CHANCERY? WHEN, I ASK?!
For more on how Chancellor Bouchard, Custodian Robert Pincus, and repeat DOJ offender — Skadden Arps — used the Chancery Court’s power to direct what the DOJ calls a “pattern of discriminatory and illegal behavior” — Please read the story below.
Folks, It’s only going to get worse and worse for the Chancery Court, who still will not, despite repeated requests, unseal the documents in the case.
MORE THAN EVER, I would love to hear your thoughts on this situation, and any comments on how honest on-lookers can bring these Delaware elites to justice.
Originally published by Law360:
By Dani Kass
Law360 (May 9, 2019, 11:36 PM EDT) — The U.S. Department of Justice has accused TransPerfect of discriminating against dual citizens and non-U.S. citizens when helping Clifford Chance staff up a project in 2017.
The DOJ’s complaint, filed Wednesday in the Office of the Chief Administrative Hearing Officer, claims the staffing company violated the Immigration and Nationality Act when it honored the firm’s request to only recruit and hire people who were citizens of the U.S. exclusively. Clifford Chance LLP ended the DOJ’s probe into it in August by paying a $132,000 penalty, without admitting liability.
TransPerfect’s attorney, Martin P. Russo of Kruzhkov Russo PLLC, told Law360 that the alleged misconduct took place while the company was under a court-ordered custodianship. As part of a high-profile fight between TransPerfect’s founders, Philip Shawe and Elizabeth Elting, for control of the company, a Delaware Chancery Court in 2015 placed Skadden Arps Slate Meagher & Flom LLP’s Robert B. Pincus as custodian, namely to sell the business. Shawe ended up buying Elting out in a deal the court approved in February 2018, effectively ending Pincus’ custodianship.
The DOJ says the firm — which it does not identify in the complaint — used TransPerfect to staff up on attorneys for a temporary document review project. For several months in 2017, TransPerfect only recruited and hired U.S. citizens, and for most of the time only hired citizens who didn’t hold a second passport, the government claims.
The INA bars employers from intentionally discriminating against U.S. citizens or nationals, lawful permanent residents, asylees, and refugees during the hiring process, unless it falls under a legal carve out, the DOJ said.
“TransPerfect maintains that it did not violate the statutes alleged or engage in any conduct that was outside the bounds of the law,” Russo said.
In August, the DOJ said the U.S. arm of Clifford Chance violated anti-discrimination provisions of the INA by terminating three employees and refusing to consider eligible job candidates for 36 document-review roles because of their citizenship status from March to July 2017.
Clifford Chance had told investigators that it placed a citizenship-based staffing restriction on a specific document-review project because it believed it was required by the International Traffic in Arms Regulations, or ITAR, which in certain circumstances requires only a “U.S. person” to review highly sensitive materials.
But the DOJ said the firm misunderstood its obligations under the ITAR and that the regulations did not excuse discrimination on the basis of immigration status or nationality.
The new suit is against Chancery Staffing Solutions LLC, which is the successor to TransPerfect Staffing Solutions LLC. The company does business now as TransPerfect Staffing Solutions and TransPerfect Legal Solutions, the DOJ said. The government is hoping to get civil penalties, back pay on behalf of the workers who faced alleged discrimination, and other relief to “correct and prevent discrimination.”
“Staffing agencies must be diligent in satisfying their obligation under the INA to avoid citizenship status discrimination against U.S. citizens and protected non-citizens, even when that discrimination is requested by a client,” Eric Dreiband of the DOJ’s Civil Rights Division said in a statement. “The Department of Justice is committed to challenging such unlawful and discriminatory hiring practices.”
Skadden and Clifford Chance didn’t immediately respond to requests for comment late Thursday.
The government is represented by Gloria Yi, Julia Heming Segal and Sejal Jhaveri of the DOJ’s Civil Rights Division.
TransPerfect is represented by Martin P. Russo of Kruzhkov Russo PLLC.
The case is U.S. v. Chancery Staffing Solutions LLC et al., case number unknown, in the Office of the Chief Administrative Hearing Officer.
-Additional reporting by Sam Reisman. Editing by Adam LoBelia.
When it comes to corruption in Delaware’s Chancery Court, the public must now assume: where there is smoke, there is fire!
According to a recent complaint in Federal Court, TransPerfect’s #1 competitor was invited to participate in the “auction” — but instead the competitor seems to have used the Chancery’s “airtight” auction process as a massive platform to steal TransPerfect’s trade secrets. So much for the public expectation of Delaware’s Chancellor Bouchard to comply with his sworn duty to protect Delaware companies– APPARENTLY NOT!
Some conspiracies fly under the radar because they are too complicated to garner the appropriate attention, but remember folks, these judges, lawyers, and good old boy Delaware elitists are sophisticated actors — it’s no coincidence that $250 million was spent on lawyers and custodial fees.
Behold the following facts:
1. HIG/Lionbridge is TransPerfect’s #1 competitor.
2. Custodian Pincus of Skadden Arps allowed HIG/Lionbridge unfettered access to hundreds of thousands of corporate documents, including the most guarded secrets of TransPerfect.
3. HIG/Lionbridge is a client of the Skadden law firm.
4. HIG/Lionbridge is a client of Credit Suisse (but abruptly switched sides to “represent” TransPerfect for Pincus).
5. HIG had a loan with Credit Suisse, so IF Credit Suisse could have swung the auction results to HIG/Lionbridge, it would have helped Credit Suisse. They call this a “conflict of interest.”
6. The “conflict of interest” would normally have called for Credit Suisse to resign, but something made them feel protected enough not to resign.
7. Skadden Arps alumni include none other than: Chancellor Andre Bouchard, Custodian Robert Pincus, and Chief Justice Leo Strine (Bouchard’s former intern).
The above information is gleaned from my two years of research in following all the details of this case. If you think I may have the facts wrong, then please read the following link below: publicly available in a New York Supreme Court filing:
https://iapps.courts.state.ny.us/nyscef/ViewDocument?docIndex=qvdJYpXr7_PLUS_7tMrkT9_PLUS_oWMg==
Is all this just coincidence? But folks, we must ask ourselves is the $250 million dollars spent and distributed among Bouchard’s cronies and former business partners (Skadden Arps Law firm) a legitimate situation?
Credit Suisse is also more likely to be paid back on their HIG/Lionbridge debt, if HIG/Lionbridge got a leg up in the competitive market for translation by getting its hands on all of TransPerfect’s trade secrets, including detailed client information, and including decision-makers and price lists.
Perhaps the alleged trade secret theft happened with HIG/Lionbridge acting on their own, but given all these connections, perhaps not. You decide! Please read the article below and send me your feedback. Your comments are welcome and appreciated.
By Pete Brush
Law360, New York (April 15, 2019, 5:47 PM EDT) — TransPerfect Global has sued rival translation company Lionbridge Technologies and private equity firm H.I.G. Capital for $300 million, claiming in Manhattan federal court that they exploited a court-ordered sale of TransPerfect equity to lift trade secrets.
The Thursday lawsuit, pending before U.S. District Judge Denise L. Cote, claims that a unit of Miami-based H.I.G., H.I.G. Middle Market LLC, engaged in “fake bidding” during the $770 million sale of a 50% stake in New York-based TransPerfect to help Massachusetts-headquartered Lionbridge gain an unfair advantage.
“For H.I.G., losing the auction was not a defeat because it was able to accomplish its refocused goal to gain an unfair competitive advantage over [TransPerfect],” the suit says.
H.I.G. and Lionbridge had discussed a go-private deal in 2016 that could have seen the private equity firm take control of both companies and permitted Lionbridge to “solidify its position as the dominant translations services provider worldwide,” the suit says.
H.I.G. completed its acquisition of Lionbridge in early 2017. But, according to the suit, even though TransPerfect co-founder Philip R. Shawe later that year won the auction for the TransPerfect stake, H.I.G. and Lionbridge still profited by gaining access to secrets that were pilfered from what should have been an airtight process mandated by a Delaware business court.
Credit Suisse, which handled the auction and is not a party to the lawsuit, “failed to take meaningful steps to protect the company’s confidential information, and defendants were permitted to freely interview
[TransPerfect’s] management and downloaded [its] top client lists, pricing information, commission schedules, employee files, and sales strategies,” the suit says. The suit adds that Credit Suisse owns Lionbridge debt and was “incentivized” to help H.I.G. shore up that debt.
H.I.G.’s conduct also delayed completion of the sale to Shawe and disrupted the plaintiff’s business, the suit says.
The sale of TransPerfect assets stemmed from a dispute between Shawe and company co-founder Elizabeth Elting over how to run the company that dates to 2014. H.I.G. improperly contacted Elting during the asset auction and assisted her in objecting to the sale to Shawe, the lawsuit says.
Lionbridge continues to use TransPerfect’s proprietary information to compete unfairly, according to the suit. TransPerfect seeks injunctive relief as well as damages, including punitive damages, in excess of $300 million.
Requests for comment from Lionbridge and H.I.G. were not returned. A lawyer representing TransPerfect declined comment. Credit Suisse declined comment.
TransPerfect is represented by Andrew Goodman of Garvey Schubert Barer and Martin Russo and Sarah Khurana of Kruzhkov Russo PLLC.
The case is TransPerfect v. Lionbridge et al., case number 1:19-cv-03283, in the U.S. District Court for the Southern District of New York.
–Editing by Amy Rowe.
By Charlie Taylor
APR 2, 2019, 11:56 PM
When I first followed the happenings in Delaware as it pertains to how its incorporation business is run, I took issue with the Chancery court’s odd set of decisions in the corporate breakup of TransPerfect, an international translation firm with 75 employees in its Tel Aviv office. Now, after following this court system more carefully, I take issue once again with the recent decision by its Chancellor Andre G. Bouchard in the case of Charles Almond as Trustee for the Almond Family2001 Trust v. Glenhill Advisors – a case that challenges the merger of Design Within Reach and office chair maker Herman Miller. What I wish to convey here is that new businesses – Israeli startups – should not put their corporate eggs into Delaware’s Chancery Court basket, and maybe look elsewhere to incorporate – like Nevada, for example. The court’s decisions puts investors at risk, and without investors startups may have a hard time growing.
Here the Delaware Court of Chancery has constricted shareholder value within Delaware corporate entities and is once again making questionable legal decisions.
Let’s back up – From 2014-2018, I followed closely the TransPerfect case – a case in which co-founders Philip Shawe and Elizabeth Elting fought over control of their then-$500 million business (the company generated over $700 in revenues million since Shawe was awarded full control of his company in 2018). In this case, Chancery Court Chancellor Andre Bouchard ordered a profitable, fully functioning, successful company be put up for auction and sold to the highest bidder as if it were in default or facing bankruptcy.
The TransPerfect case was the first time a Delaware judge had ordered the forced sale of a successful company, and the case was a bizarre exercise in highly subjective application of law. That Shawe was the only viable bidder in the end should have proven to the court and watching public how wrong it was on the various decisions leading up to that correct ending.
Now to the present – As more and more technology companies file for IPOs, executives are using dual-class share structure to maintain control over their companies. What this means is some common stocks come with one vote-per-share while another class of shares comes with many more votes-per-share. Most recently, ride sharing company Lyft went public with this sort of structure in place. This dual-class share structure ensures that company boards and executives maintain their voting power and control over the company, despite what shareholders want.
Before now, the thought of a board running over the vote of the shareholders was unimaginable. However, following the outcome of the Glenhill case, in which the Delaware Court of Chancery exercised its powers under Section 205 of the Delaware Corporation Law (DGCL) to fundamentally and retroactively rewrite a provision of the corporate charter of Design Within Reach that was plain, unambiguous and contained no mistakes, we must acknowledge that it is a possibility. When I commented on the Chancery’s actions in the previous case mentioned, I wrote, “That only perpetuates the fear that the Delaware courts are not really looking out for the shareholders.” I think this does the same, if not more.
Why does this matter?
Chancellor Bouchard’s decision in Almond v. Glenhill opens the door for other Delaware corporations to retroactively make changes to corporate charters based on the whims or desires of the current power bases and stakeholders which can usurp the values or rights of other investors who bought in under a set of rules they knew about.
According to Scott Watnik, of Wilk Auslander, the attorney representing plaintiff Charles Almond in the Glenhill case, “this is a risk that any investor in any Delaware corporation must now consider. Simply speaking, this decision gives corporations the opportunity for a ‘do over’ when they make mistakes and don’t like the outcome. Investors should be very concerned about this, as it means the corporate documents they rely on are no longer iron-clad for Delaware companies.”
Let’s Connect It All – In the case of Lyft and other technology companies filing for IPO’s with this dual-class share structure, Watnik says “if founders want to create a new class of stock with super voting rights just for themselves, and the shareholders vote against it, under the July 2018 amendments to DGCL 204(h)(1), it’s now possible for corporate boards to: (1) issue the stock to the founders anyway, and (2) pass a resolution under Section 204 ratifying the creation of the new class of stock on the ground that the creation of that stock was a ‘defective corporate act’ – and the nature of the ‘defect’ is that the shareholders did not vote for it.”
If shareholders want to file an objection, it must be done so within 120 days – and that’s assuming they are told of the approval in that time frame since notice only needs to be given to brokers, not the shareholders. But even if shareholders objected with the 120 days, they would be forced to enter into a litigation in the Chancery Court under Section 205 as to the “validity” of the board’s ratification.
The TransPerfect and Glenhill cases are recent examples of how the Delaware Chancery Court has been making some head-scratching legal decisions that could further upset Delaware’s business climate, which is already slipping.
In the case of TransPerfect, the company moved its state of incorporation from Delaware to Nevada, with TransPerfect shareholder Shirley Shawestating, “The expense burden some jurisdictions place on resident companies through overly-high litigation costs is simply staggering. Our situation in Delaware was a perfect example; and without significant legislative reform, I would not be surprised if TransPerfect’s ‘Dexit’ becomes part of a larger trend.”
In the case of Charles Almond as Trustee for the Almond Family 2001Trust v. Glenhill Advisors, the results remain to be seen, as it is still pending an appeal, but one thing is certain – this is a case that will have a lasting impact on DGCL 204/205, and entrepreneurs looking to incorporate, will likely begin to look away from Delaware.
ABOUT THE AUTHOR
Formerly from Israel, now in Delaware, I have owned, run and worked with food, technology and politics, beginning with the MFA and several Knesset members.
After Chancellor Andre Bouchard’s capricious and subjective rulings in the TransPerfect case, causing in my opinion, Delaware to drop from #1 in perceived equity and justice to #11 in a national survey, it is obvious to any true businessman and indeed many intimidated lawyers, that the Delaware law allows the judges in this court to exercise omnipotent rights to adjudicate any way they see fit — contrary to existing law or policy. The bottom line is that the Delaware Court of Chancery has become way too powerful because of the incestuous relationships within the system, which allow it to operate accordingly. In the TransPerfect case where Chancellor Bouchard was so obviously biased and improper, in levying unprecedented sanctions on CEO Philip Shawe to the tune of $7.1 million dollars and ruling that the company had to be sold contrary to the “Takings” law of the 5th Amendment, was simply outrageous. His actions and suspicious connections with the plaintiff’s attorney and former business partners at the infamous law firm of Skadden Arps (fined $4.6 million by the federal government for illicit lobbying activities), especially with his former associate Robert Pincus, who he appointed as TransPerfect’s custodian. Bouchard approved millions of dollars of unsubstantiated and un-itemized bills by Pincus, which made he and many of his cronies rich beyond anybody’s wildest dreams. I consider this the Rip-Off of The Century, all tied up in a nice little package that was approved by the Supreme Court under Bouchard’s former intern and Skadden Arps partner- Chief Justice Leo Strine! This, along with the power given the Chancery Court and its Chancellors, makes the perceived equity in this once respected institution, now extremely suspect. Bouchard has gone beyond the pale creating appearances of impropriety that are not acceptable! The court he oversees is way too powerful, which gives license to possible corruption and arbitrary decisions. Unfortunately it is all condoned by the legislature and the closely knit members of the Delaware Bar Association. Invitation for Cronyism Folks, there are simple ways we can begin fixing this broken system. First of all, we can have judges’ cases picked in a random method, as is done in the rest of the country, instead of the current system in Delaware, which allows the judges to look over the docket of cases and pick the ones that they wish to pick for whatever reasons they wish to pick a case. If that isn’t an invitation for cronyism, I don’t know what is. Next, when a candidate is recommended by the Governor for any judicial position, complete vetting by the State Senate should be done instead of it being a rubber stamp. Bouchard’s Senate confirmation took only 15 minutes and no questions were asked. Third, there have got to be some law changes. One was attempted, forcing a Chancellor to provide a cooling-off period before ordering a dissolution of a company. Unfortunately, there was no political motivation to make it happen and the incestuous Bar Association opposed it. Limitation of Power There has to be some limitation on the Chancellor’s power where true equity and justice is provided. Change is indeed necessary, however I am not optimistic. Delaware is moving into extreme territory with open late trimester abortion, socialism, eliminating voters rights, and even the idea of making Delaware a sanctuary state. Why would it want to change its method of operation when everything is controlled by the Democrats who for all intents and purposes seem to be anti-business. Corporations are fleeing to Nevada and others are searching for any venue to incorporate other than Delaware! When Delaware completely loses its lucrative franchise taxes (which make up one-third of the state’s income) due to a lack of trust in the Chancery Court, then perhaps the State Legislature will implement change to inspire businesses to continue to incorporate in Delaware. Famous attorney and law professor and Constitutional scholar Alan Dershowitz, stated after dealing with Supreme Court Justice Leo Strine in an appeal in the TransPerfect case where Bouchard’s decisions were wrongly upheld, “Any lawyer that recommends to his client to incorporate in Delaware would be tantamount to legal malpractice.” That folks is a serious statement by a true expert and should be recognized for the concern it clearly states. There is something wrong with the Delaware Chancery Court and it should be fixed, but will it? Probably not is my educated opinion. As always, your comments are welcome and appreciated. I would love to hear what you think of reforming the Chancery Court.By Alex Vuocolo March 5, 2019
Delaware Business Times
Citizens for a Pro Business Delaware (CPBD), the lobbying group that successfully fought to stop the break up of TransPerfect by the Court of Chancery, delivered the keynote address at the translation services company’s annual sales conference.
CPBD Campaign Manager Chris Coffey spoke to upwards of 300 employees about what he calls the “existential threat” posed by the Court of Chancery.
“Existential threats are threats beyond typical business competition that put successful businesses at risk, such as through government actions or hostile takeover attempts,” Coffey said. “Our organization stopped both types of efforts.”
In the address, Coffey outlined the history of the legal battle, which began in 2016 when the Chancery decided to break up the company following an irreconcilable dispute between its founders. A group of senior managers later approached Coffey, a New York-based consultant, about taking up their cause.
“We may have won the biggest battle over TransPerfect in Delaware, but if history has taught us anything – it’s that the same court agents and lawyers who made millions of dollars coming after TransPerfect are not going to stop now,” Coffey said. “That is why our members have asked us to keep organizing and fighting and that’s what we intend to do.”
“From meeting with elected officials to educating the public through a new campaign, we will ensure the Delaware government cannot be used to improperly occupy successful companies against the wishes of a majority of shareholders,” he added.
Folks, I have been proven right again and I will continue to be right about America’s First State, whose reputation is rapidly deteriorating starting with the very place where corporations of our country seek justice… our beloved Chancery Court! The Chancery Court now stinks from the very top, starting with its suspicious Chancellor, Andre Bouchard. He is supposed to be the leader of our esteemed court and should be held accountable for its success or failures. He should be the man solving problems, NOT creating them. Indeed, he should not be the CAUSE of the court’s trouble. I’m shaking my head in shame. It has been my opinion for years and continues to be my opinion that Andre Bouchard is not on the level, and something is more than amiss in our once proud, but now heavily tarnished Chancery Court! I have been complaining about Bouchard and his cronyism from the day he was appointed. I have been shouting about this man — who drives to Court everyday in his shiny Bentley — starting with the appointment of one of his political cronies, who was embarrassingly unqualified to be a deputy in the Register of Wills office, to his terrible handling of the TransPerfect Global case, which lowered our state’s rating from one to eleven in the National Chamber of Commerce Survey. I’ve been warning of these shameful dangers, and now the latest bombshell news has come out! From my perspective, Bouchard should be done. But apparently he’s somehow protected by the Delaware system!! We have learned just how arrogant Bouchard appears to be and how he seems to put himself above the law. In this newest scandal, the attorneys for Meso Scale Diagnostics LLC, a biotechnology company, filed a motion alleging that Mr. Bouchard did not disclose that he was representing Vice Chancellor Parsons, as the Delaware Chancery Court’s attorney, in a high-profile First Amendment case. This while he was also arguing a case before that very same Chancellor. Are you kidding?? Can this be true?! “A reasonable observer would conclude that there is serious potential for bias when the attorney representing a party is also representing the trial judge in another matter,” the biotech company’s complaint said. After reading the story below, I’m outraged it has gotten this out of control after years of me pounding the table. All while our spineless elected leaders and members of our once illustrious Bar continue to bow to this man as if he’s their king, and they, his servants. Maybe this would happen in a third-world country, not our Chancery Court?! When will the people of Delaware say, enough?! We in Delaware should all be ashamed! And we should be calling for this man to resign! And for the legislature to start impeachment proceedings immediately and make our once proud Chancery Court great again! As long as Bouchard remains Chancellor, Delaware will never be respected again. That’s how I see it, folks. From the early days running the court something seemed wrong with Bouchard’s decisions to appoint un-qualified buddies to be deputies in the Register of Wills office. This was more appalling when more qualified people were stepped over just so the Chancellor could dole out favors. I felt this man had an agenda and was using his position unlike any other judge previously in his seat had done. He has proven me right again and again. I always suspected there was something more behind all of the erroneous and unprecedented decisions by Bouchard in the TransPerfect case after I learned of his longtime relationship with friend and cohort Kevin Shannon of Potter Anderson or his relationship with his old colleague Robert Pincus of Skadden Arps. I told you how Shannon and Bouchard shared a stage and spoke on a panel together in New Orleans during the trial. As I understand it, if we were in any other state, his failure to recuse himself would have prompted a demand for his resignation by the Governor, legislature or members of the Bar and a formal investigation by the grievance committee would have been initiated. But not in Delaware. Just as we are seeing in Washington today, our democracy is being tested and the people of Delaware are the big losers. Maybe you, like I, are asking yourself, how is this happening? Are we supposed to simply sit back and watch our once proud court system deteriorating right before our eyes? We cannot allow this to continue, my friends. Some say our Chancery Court in Delaware is the only equity court that truly matters in the world! Well, imagine if you became the head of that court, without ever having served one day as a judge previously. You get appointed in what amounted to be a rubber stamping in a 15-minute session by the State Senate. And then you get the keys to the kingdom. Now more than ever, I am convinced that the many employees of TransPerfect, including CEO and founder Phil Shawe, were set up by Bouchard and his buddies Kevin Shannon and Robert Pincus of Skadden. I’ll say it again folks in reference to Lord Acton, a British historian of the 19th Century who once said, “absolute power corrupts, absolutely.” It was true then, and remains true now. From England all the way to Delaware. As I see it, BOUCHARD SHOULD BE REMOVED FROM THE BENCH AND DISBARRED!! Read the story below, and weep for us all.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.
As I’m seeing fines and other crazy headlines roll in against law firm Skadden Arps, I can’t help but reflect on some of the injustices that happened in the TransPerfect Global case. The injustice jumps right out at me when I think about it in light of these new Skadden Arps developments. Let me tell you the latest and let’s see if it jumps out at you too! Delaware Chancery Court Chancellor Andre Bouchard, a former lawyer from Skadden Arps, an international law firm accused of criminal activity, AND recently fined $4.6 million, ruled subjectively and totally against TransPerfect CEO Philip Shawe in favor of his buddy Kevin Shannon, who represented the plaintiff, Elizabeth Elting, Shawe’s former partner. During the trial, and without evidence, Bouchard wrongly fined Shawe $7.1 million and awarded $1.4 million in legal fees, which were un-substantiated, to his good friend Kevin Shannon who I believe he potentially colluded with during the decision making period of the trial while in a forum together in New Orleans. Bouchard also appointed his former partner Robert Pincus (another Skadden Arps attorney) as the Custodian of TransPerfect, who then, in my view, ripped off the company to the tune of over $25 million — an unprecedented amount of money, again without substantiation or itemized consideration — all approved by Chancellor Bouchard. Then of course we have the appeal upheld by Delaware Chief Supreme Court Justice, Leo Strine, despite the fact the whole deal was an illegal “TAKING” under the 5th Amendment of the U.S. Constitution! Guess what? Leo Strine is another former Skadden Arps attorney! Chancellor Bouchard refuses to release the billings to the Public because, in my opinion, he is afraid of what might be established and perceived. As another aside, Paul Manafort, former Trump campaign manager, could probably get 19 years in prison for unrelated, process crimes created by the fact that a false document was filed, yet Skadden Arps only receives a $4.6 million dollar fine and a slap on the wrist to boot, for what I consider an outrageous illegal activity! There’s a HUGE INEQUITY here, folks! Skadden Arps could be corrupt in my opinion, and as I see it, possibly all of these Delaware attorneys (former Skadden Arps guys) could be corrupt as well. Could there be huge kickbacks to all concerned here?? It is all far too cute and convenient, and yes incestuous, for my comfort. Folks if there was ever the appearance of an impropriety, this is definitely one! And it needs to be investigated! I call for the FBI and the Department of Justice to start an immediate investigation, as federal crimes could have been purloined here? It looks to me as if the State of Delaware is protecting its own, so the feds need to get involved! How is it that Manafort goes to jail, while Skadden Arps escapes with a fine that is a drop in the bucket of their billions in revenue?! All while Bouchard, Pincus, and Strine — along with Kevin Shannon — could possibly be laughing all the way to an offshore-island bank ? WHERE IS JUSTICE, WHERE IS EQUITY? In my view there is no justice anymore in the State of Delaware! Shame! TIME FOR THE FEDS TO GET INVOLVED?! Please look over excerpts from the articles below to glean this nefarious information and background.New York Times — January 17, 2019
https://www.nytimes.com/2019/01/17/us/politics/skadden-arps-ukraine-lobbying-settlement.html“WASHINGTON — A global New York-based law firm has agreed to pay $4.6 million to settle a Justice Department investigation into whether its work for a Russia-aligned Ukrainian government violated lobbying laws.
The investigation stems from work that the firm, Skadden, Arps, Slate, Meagher & Flom, did with Paul Manafort, President Trump’s former campaign chairman. The case overlaps with the investigation of the special counsel, Robert S. Mueller III, into Russian interference in the 2016 election.
As part of the settlement, the law firm agreed to register retroactively as a foreign agent for Ukraine in addition to paying the government $4.6 million, representing the money it earned from its work in Ukraine.
The settlement between the firm and the Justice Department, which was made public on Thursday, is the latest indication that Mr. Mueller’s inquiry and related investigations are fundamentally challenging the lucrative but shadowy foreign-lobbying industry that has thrived in Washington.
AXIOS — February 15,2019
Prosecutors for special counsel Robert Mueller said in a new court filing that President Trump’s former campaign manager Paul Manafort should serve between 19.5 and 24.5 years in prison for the financial crimes for which he was convicted in a Virginia court last August.
“In the end, Manafort acted for more than a decade as if he were above the law, and deprived the federal government and various financial institutions of millions of dollars. The sentence here should reflect the seriousness of these crimes, and serve to both deter Manafort and others from engaging in such conduct.”
Why it matters: This would essentially be a life sentence for the 69-year-old Manafort. He is also facing a separate case in D.C., where a judge recently ruled that he had violated his plea agreement with Mueller and could therefore lose out on any potential leniency he might be offered.
NEW YORK TIMES — February 2, 2018
“Mr. Mueller’s inquiry threatens the delicate balance that Skadden has struck between lucrative sources of revenue. The firm has made huge profits from corporate work for image-conscious United States companies, while also representing riskier international clients, such as Russian oligarchs and companies with close ties to President Vladimir V. Putin and former Soviet states.
Skadden’s work advising controversial foreign clients was probably prompted by the same aggressive risk-taking that fueled the firm’s rise from scrappy upstart to top-grossing legal giant with a range of practice areas, said Lincoln Caplan, a research scholar at Yale Law School and the author of “Skadden: Power, Money, and the Rise of a Legal Empire.”
“The mentality is that Skadden wouldn’t be afraid of doing something like this, if there was a chance to utilize their skills and status to take advantage of what sounds like a very lucrative business, and they saw no legal or ethical proscription against their taking on the matter,” he said.
Skadden’s work is part of a trend in recent years of lobbyists and lawyers earning increasingly larger paydays by marketing their connections in Washington to foreign politicians, countries and companies willing to pay hefty fees to burnish their reputations in the United States and on the international stage
You won’t be surprised to learn that Delaware’s Chancellor Andre Bouchard’s former employer, who Bouchard himself ordered to be paid $25 million from TransPerfect Global, is the infamous law firm of “Skadden Arps.” This firm, in my opinion, makes the law firm in John Grisham’s book “The Firm” look like a kindergarten summer camp. Skadden Arps is the subject of innumerable investigations, and I’m shaking my head imagining if it isn’t just a legal front for organized crime? Who else is an alumni (and Bouchard’s former intern) from Skadden Arps? Of course, Leo Strine, now Chief Justice of the Delaware Supreme Court. Who else worked at Skadden Arps and got rich off of TransPerfect by the Court-Ordered rates of $1,475 per hour (in Delaware) for over 3 years? You guessed it, another Skadden Arps lawyer, custodian Robert Pincus. For those of you that think I’m too harsh on Bouchard’s former law firm, know this, they were just fined $4.6 MILLION by the US DOJ for aiding what could be considered serious federal crimes-illegally operating as an agent for a foreign government. Compare Skadden Arps illegally operating as an agent for a foreign government to Chancellor Bouchard fining Philip Shawe $7.1 million for insignificant findings like “failing to safeguard an old cell phone” — all trumped up charges by Bouchard — not proven in front of a jury as Shawe demanded. The difference in the amount of the fines is in no way justifiable. It seems that some of the Chancellor’s evidence was a ridiculous example of subjective adjudication, which is not what justice is supposed to be about. Bouchard in fact, from what I understand, used a “smiley face” text message 🙂 as part of what I consider this absurd justification for dissolving a 4,000-person industry leader and putting his friends in charge of TransPerfect for 3 years of what should be recognized as an unprecedented, court-ordered fleecing. Again folks, please take a moment, and digest, just how crazy this whole scenario is. In my view, Bouchard’s and Strine’s former employer, as I understand it, actively violated laws against the United States and then apparently lied to federal investigators about it, and then were slapped with a $4.6 million fine as a result. Shawe, an individual who from what I’ve heard and read is unquestionably one of American’s greatest entrepreneurs with a spotless record, got a $7.1 million fine by the Chancery Court! How convenient that $1.4 million of Shawe’s fine is ordered to go directly to Bouchard’s best friend, Kevin Shannon (and his law firm, Potter Anderson)… Shameful on its face, don’t you think? Yes, this is the very person Bouchard traveled to New Orleans with and made a public appearance with during the decision- making period of the case. Yes, this is the sole lawyer in the trial, who Bouchard has clearly created huge benefits for by his suspicious actions, and allowed him to get outrageous sums of money without providing to my knowledge, not one detailed invoice — or substantiation of the work that was supposed to be provided. No other lawyer got treated this way, with the exception of one: Bouchard’s other long-term and former co-worker, Skadden’s (appointed by Bouchard) — Custodian, Bob Pincus who collected outrageous and undocumented fees from TransPerfect ! I’m told Pincus and Skadden are still billing TransPerfect TODAY — And with the case NOW OVER — Bouchard is still ordering his friends to be paid. No wonder the records remain unlawfully sealed by Bouchard. These facts are obscene!!! I urge the Delaware Legislature to make the Delaware Court of Chancery accountable and to force it to cease and desist from these suspicious activities and appearances of impropriety!! By doing nothing and putting their heads in the sand, our elected lawmakers become indirect accomplices in this horrible injustice. Congress orders investigations for much less at a Federal level. YOU folks in the General Assembly are Delaware’s Congress; it is your job to start a needed inquiry!!! The apple doesn’t fall far from the tree, as Bouchard began learning his, in my opinion, shady dealing techniques young in his career, from his former employer Skadden Arps, who I, and apparently the DOJ, view as a den of thieves. Think about it — if they got caught for federal violations and had to pay $4.6 million in fines, which is a lot of money folks! It makes you wonder… what else have they done? What else could their Wilmington office have been involved in? Perhaps violation of federal laws (perhaps a form of treason?) and the TransPerfect case may just scratch the surface of Skadden’s possible nefarious affairs, for all we know? According to the story pasted below, there are some pretty sordid details on Skadden’s troubles with the U.S. government — requiring them “to retroactively register as a foreign agent and review its policies for responding to inquiries from the government.” Just Google Skadden Arps and DOJ! The more you read, the more you’ll see why I believe that the stench coming from our Chief Chancellor’s office, seemingly and in my view, probably started early in his career. Folks, you simply can’t make these facts up, which is why I will continue to report on it and continue to fight for the records and the bills to be unsealed. If nothing is wrong — why does this irregular “cover up” continue? I again ask for an investigation into Bouchard and his cronies and if these appearances of impropriety are found to be actual improprieties, then these people must be brought to justice and held accountable for harming TransPerfect employees, harming Delaware citizens, and creating the long-term devastation of Delaware’s business reputation, which is now nationally and internationally synonymous with the disconcerting term called “corruption.” Please read the story below, I know it’s long, but this is important stuff, as these are the good ole boys that we’ve entrusted to run our judiciary in Delaware! As always, your comments are welcome.Law360 (January 18, 2019, 11:57 PM EST) — Skadden Arps Slate Meagher & Flom LLP has agreed to pay a $4.6 million settlement with the U.S. Department of Justice for failing to register as a foreign agent. Here, we look at how the firm got to this point.
Law360, Washington (January 18, 2019, 10:06 PM EST) — Emails released by the U.S. Department of Justice show how Skadden Arps Slate Meagher & Flom LLP lawyers slowly abandoned caution toward a foreign lobbying law and began openly lying to federal investigators during their engagement with the Ukrainian government from 2012 to 2013.
Excerpts of the emails were released Thursday by the DOJ after it announced a $4.6 million settlement with Skadden for alleged violations of the Foreign Agents Registration Act, a law requiring people to register any U.S. political lobbying on behalf of a foreign government.
The emails show how lawyers at the high-priced firm were initially cautious about doing anything that would require them to register as foreign agents under the law, and wanted to limit their work to preparing an independent report on the prosecution of Ukrainian opposition leader Yulia Tymoshenko, the former prime minister.
But over the course of their work, the Skadden lawyers, including the politically connected former White House counsel Greg Craig, slowly abandoned that caution and found themselves involved in the country’s public relations campaign to win over Western media amid a backlash over Tymoshenko’s treatment.
Here, Law360 chronicles the shift in the firm’s work as revealed by the newly disclosed emails, and how it ultimately led to the multimillion-dollar settlement.
Blurring Lines Between Legal Work, PR
Skadden was retained by the Ukrainian Ministry of Justice in the spring of 2012, receiving a $4 million advance provided by an unnamed businessperson with whom Craig had earlier met in Kiev. Shortly after the retainer, a Skadden lawyer identified as “Partner-2” in the DOJ appendix cautioned Craig that someone else should manage the country’s public relations effort because the firm was hired “as lawyers, not spin doctors.”
“Good advice,” Craig responded.
But it was advice that Craig and other Skadden lawyers would loosely follow, as they danced on the line between legal work and public relations in the ensuing months.
Between late April and early May 2012, Craig advised lobbyist Paul Manafort about which public relations firm the Ukrainian government should hire to execute the country’s messaging strategy once the report became public.
After one particularly strong recommendation for a firm that could help its outreach strategy in Europe, Ukraine accepted Craig’s advice.
Still, Skadden and the PR firm kept a watchful eye on their potential FARA obligations. An executive of the PR firm was careful to tell Craig that “i[f] at a future date our brief is expanded and requires U.S.-headquartered personnel and activities, we will then take appropriate steps.”
Skadden lawyers kept an eye on their potential FARA obligations throughout the spring of 2012 but nevertheless continued communicating with Manafort, his associate Rick Gates and members of the PR firm about their work. In July, for instance, the PR firm shared its “communication strategy” with Gates, who forwarded the document to an unnamed Skadden associate.
Media Strategy Heats Up
As the release date for the report approached, Craig and other Skadden lawyers were included in additional discussions about the PR firm’s media plans for the report, such as the list of media and government personnel to be contacted once it was made public.
In one strategy document shared with Craig, the PR firm proposed leaking the report to a specific U.S. journalist at a major media outlet on the night before the report’s release.
In late September 2012, the PR firm scheduled a meeting in New York City with Craig, Manafort, Gates and an unnamed Skadden associate to discuss the upcoming media campaign. Documents circulated by the firm ahead of the meeting indicated that they had chosen to leak to a different news outlet than the one originally planned, in light of Craig’s prior relationship with the newly selected journalist.
On Sept. 24, Craig told Manafort in an email that he didn’t think Skadden lawyers should be providing background to journalists after the release of the report, suggesting it would undermine the integrity of the report. Craig ultimately acceded to Manafort’s request to respond to media requests run through the firm’s communications professionals.
Craig Reaches Out to New York Times
On Oct. 2, 2012, Craig reached out to a reporter for The New York Times he knew and connected him with a lobbyist on the topic of the upcoming Ukrainian report. The reporter could be identified as the Times’ Washington correspondent, David Sanger, by details shared by the DOJ appendix.
Craig followed up with Sanger on Dec. 11, offering to provide exclusive access to the report before it was slated to be released publicly. After receiving a response, Craig sent Sanger an electronic copy and indicated he would “hand-deliver a hard copy of this report to your home tonight.” Craig shared the exchange with the unnamed Partner-2 at Skadden and updated the PR firm.
On Dec. 12, Sanger told Craig via email that he’d read the report and was “ready to talk,” indicating an unnamed Moscow-based colleague would take the lead on the story. The colleague could be identified as David Herszenhorn by details contained in the DOJ appendix. Herszenhorn sent a list of questions to Craig and suggested a conference call.
Following the call, Craig sent Sanger a quote for their story: “We leave to others the question of whether this prosecution was politically motivated. We say nothing about that. Our assignment was to look at the evidence in the record and determine whether the trial was fair.”
The New York Times published Sanger and Herszenhorn’s story — headlined “Failings Found In Trial of Ukrainian Ex-Premier” — that day, just hours before the report was made public on the Ukrainian government’s website. The article used a slightly shortened version of the quote Craig sent Sanger.
Skadden Attracts Attention from FARA Unit
Just a few days after the report was released, finding no evidence of political motivation to the Tymoshenko trial, the DOJ’s FARA Unit sent a letter to Skadden seeking information about its representation of Ukraine, including a copy of their agreement and the services it has provided the country.
The DOJ’s letter bounced around the firm until Craig finally sent his official response nearly two months later in February 2013. In it, the lawyer described the firm’s representation as involving “rule of law issues” and “advice” about Ukraine’s criminal justice system, according to the DOJ. The response did not mention discussions with public relations consultants, lobbyists or reporters.
Craig’s response was wanting, the DOJ apparently thought, and demanded more information in April 2013, specifically homing in on the firm’s contacts with media outlets, as well as how much it made for the work; the initial response made no mention of the $4 million advance.
‘False and Misleading’ Answers
Craig responded to the DOJ’s follow-up with a June 2013 letter that the DOJ now says contained “false and misleading statements.” Specifically, the letter dated Craig’s contacts with The New York Times to Dec. 12, 2012, omitting that he had actually shared an early copy of the report with Sanger the day before. Further, Craig described his contacts as “brief clarifying statements.”
Craig also told the DOJ at the time that Skadden had turned in the final version of the report to Ukraine in September 2012, when in fact it made limited changes in response to input from Manafort through November. Finally, the letter said Skadden didn’t have to share the identity of the anonymous business person who funded the legal work as it had no obligation to register.
“The FARA Unit relied to its detriment on false and misleading statements in this letter,” the DOJ now says. “As a result, the FARA Unit was deprived of the complete information that the FARA Unit expected to receive in response to its inquiry.”
The exchanges between the FARA Unit and Skadden continued through the fall of 2013 and culminated in an in-person meeting in Washington, D.C., to discuss the firm’s registration obligations. At the meeting, Craig once again conveyed “false and misleading” information, the DOJ now says.
After a follow-up letter — in which Craig said he only distributed copies of the report “in response to requests from the media” — the FARA Unit finally gave the firm the all-clear and said it had “no present obligation to register under FARA.”
Three years later — well after Skadden had concluded its work in the country and the Ukrainian revolution of 2014 had driven President Viktor Yanukovych to exile in Russia — the DOJ’s National Security Division, which houses the FARA Unit, began beefing up its enforcement of the lobbying law after an inspector general report found widespread noncompliance.
In October 2017, Manafort and Gates were among the first to be ensnared by that effort in connection with Special Counsel Robert Mueller’s investigation into the 2016 presidential election. The pair had worked on then-Republican candidate Donald Trump’s campaign.
Indictments returned by a federal grand jury focused extensively on Manafort’s work for Ukraine’s pro-Russia Party of Regions, bringing the attention of federal investigators uncomfortably close to Skadden’s report for the Ministry of Justice.
At Skadden’s Doorstep
Skadden’s legal troubles spilled directly into public view with the February 2018 guilty plea of former Skadden associate Alex van der Zwaan, a member of the report team who admitted to lying to Mueller’s investigators about his communications with Gates regarding the 2012 report. Skadden said in a statement that it terminated Van der Zwaan in 2017 and “has been cooperating with authorities in connection with this matter.”
Days later, the firm released a statement saying, “Greg Craig did not engage in any activity that required him or the firm to register.”
Van der Zwaan was sentenced to 30 days in prison in April 2018 and ordered to pay a $20,000 fine, the first prison sentence to arise from the Mueller investigation. Later that month, the firm confirmed that Craig had left the firm amid increasing scrutiny over the report, although a Skadden spokesperson did not respond to questions about the circumstances or timing of Craig’s departure.
Manafort pled guilty to two counts of conspiracy and obstruction of justice in a September deal requiring him to cooperate with the Mueller investigation. Craig’s lawyers, meanwhile, defended the ex-Skadden partner in the court of public opinion, insisting the “few” media contacts about the 2012 report “were not part of an effort to promote the report on behalf of a foreign government,” and that “as a result, he was not required to register under” FARA.
The DOJ’s $4.6 million settlement with Skadden on Thursday requires the firm to retroactively register as a foreign agent and review its policies for responding to inquiries from the government.
A lawyer for Craig declined to comment Friday.
Chancellor Bouchard, what are you hiding? The law requires you to unseal these documents and let the public examine the court’s activities. If you aren’t covering your tracks and are not guilty of an impropriety, come clean and follow the law? Sad to say, my loyal readers, that the black eye on Delaware is no longer confined to a local or national phenomenon, it has now gone global! Frankly, it is embarrassing for Delaware and it will further denigrate Delaware’s falling, former reputation as the best place for business justice. Bouchard’s unlawful sealing of TransPerfect Global documents are indeed potentially damning to him and his Skadden Arps cronies (who I have been told were just fined $4.6 million by the DOJ for illegal activity that constitutes treason in my view) recently captures headlines in Barcelona, Spain’s second largest city, where I understand that TransPerfect has 500 employees. Transparency is without a doubt required by the Courts. Bouchard, you and your cronies cannot mask illicit activities in the dark of night — by ordering mass sealing of public documents! Who do you think you are? You sir are not above the law! Where did the $250 million go Bouchard? I know repairs on your Bentley are expensive, but don’t you think this is a little overboard?? If you have done nothing wrong, you certainly have nothing to hide. So prove me wrong, unseal the case, and expose the documents for all to see. Right now you are creating an acute appearance of an impropriety. Under no circumstances should the public ever have to even suspect irregularities in the Court of Chancery. As I see it, the Court’s reputation just a couple of years ago was beyond reproach and now it is not! You are now under the global microscope of investigative reports from as far away as Spain! Chancellor Bouchard, you owe the good citizens of Delaware a specific accounting of exactly where your appropriation of these funds, by your orders, to whom they were paid and for exactly what? These TransPerfect documents must be released to the public if the Delaware Court of Chancery is to have any credibility at all. I will not stop investigating, and writing about this until Chancellor Bouchard gives the public the transparency the law requires. Please see the article below.
The American justice dictates a resolution on the company Transperfect / FOTOMONTAJE CG
01.31.2019 00:00 h.
Nine months have passed since Phil Shawe took over 100% of the translation multinational Transperfect , which has one of its main international headquarters in Barcelona and a workforce of nearly a thousand companies. The takeover took place after one of the most mediatic business conflicts in the United States in the last four years. However, despite the resolution of the dispute, the judicial file of the case remains hidden from the public by decision of the Supreme Court Justice of Delaware, André Bouchard .
This new movement of the judge – the same that decreed the forced sale of the company founded in 1992 by Shawe and his ex-partner, Liz Elting – contributes to adding more opacity, if possible, to a shareholder conflict characterized by its lack of transparency and neutrality The dispute put at risk the future of more than 5,000 workers, 500 of whom are in the company’s offices in Barcelona, its most important international headquarters .
The business conflict represented for the company an expense of 250 million dollars –214 million euros – in more than 30 law firms , global investment banks and entities specialized in M & A for the alleged resolution of the conflict. All these expenses had the approval of Judge Bouchard, who in turn, has maintained a long friendship with the leading law firms that have profited most from the forced sale of the multinational.
These benefited firms have been Potter Anderson and Skadden Arps , through the fees of their lawyers Kevin Shannon and Robert Pincus respectively. Sources close to Transperfect say that a large part of the money charged to the translation and dubbing company by these companies comes from invoices approved by Judge Bouchard that do not present details or justifications.
The decision of Judge André Bouchard goes against the current US legislative framework, which requires to make public the detailed information of the cases resolved.
In this sense, several civic associations of Delaware request that the works commissioned by Bouchard be investigated by the law firms, while they reject the judge’s decision to hide the details of the case, contrary to the provisions of the law. prevent the public and the media from accessing their records.
The ‘TransPerfect Case’ has seriously damaged the prestige and neutrality of the State of Delaware, recognized in the world for its flexible and impartial judicial system. The imposition of a forced sale to a private company with positive results, the refusal to include in the bid strategic offers for the company or the opacity of the case demonstrated recently, have been some elements that have undermined the reputation of which it was one of the more attractive places for the American business ecosystem.
According to a survey prepared by the United States Chamber of Commerce, Delaware has fallen from the first to the eleventh position of the judicial neutrality ranking, after canvassing more than 1,300 general counsel, lawyers and senior managers. In turn, it is not surprising the decision of many companies to move their corporate headquarters to more competitive and neutral environments. This is what TransPerfect did to the state of Nevada at the end of 2018, as one of the first actions of Phil Shawe to restore stability to the company and its workers.
Despite the fact that co-founder Phil Shawe had initially been removed from the sale of his company, in May 2018 the businessman put an end to the conflict by buying 50% of his partner and ex-partner for a value of 385 million dollars (330 million euros) thus doing so with 100% of the multinational.
Despite the grueling struggle for custody, TransPerfect closed 2018 with revenues of 705 million dollars – 621 million euros – 15% more than the previous year . This figure has remained positive for 26 years, which marks a clear upward trend in the sector , despite the fact that competitive threats such as Google and Microsoft are already approaching, which already offer translation services, where the results are often repeated awkward and errors in the translation of idioms or phrases.
At the beginning of 2019, Transperfect hired its 5,000th employee. The company has more than 90 offices in cities around the world such as London or Sâo Paulo, however, its second most important headquarters – the first is in New York – is Barcelona, which has doubled its staff every three years.
In this sense, Phil Shawe predicts that the company could reach a thousand jobs in the Catalan capital by 2020.
Breaking News, folks: Elizabeth Elting’s attorney Kevin Shannon of Potter Anderson has made a new filing in the TransPerfect Global case. The filing allows his best buddy (you guessed it), Chancellor Andre Bouchard, to sink his tentacles into TransPerfect’s company coffers and possibly get the payola flowing out, once again! If the love of money is the root of all evil, Shannon and Bouchard are in my opinion its richest fertilizer. This story truly seems to have no end! If you want to understand what I personally consider the colluding crooks of the Delaware Court system (Shannon & Bouchard) are up to now, stay tuned to the Coastal Network. I believe I am uniquely positioned, having earned the trust of more sources on the inside than any other commentator. From what I have been told, I believe their latest scam to enrich themselves and their friends will shock your consciousness. First, I ask, why after having closed the case and after TransPerfect having fled our jurisdiction to Nevada to escape perceived corruption, is the Chancellor so eager to rip open old wounds and get TransPerfect back in his cross hairs? As they say on Wall Street, it’s about money and greed for certain corrupt Delaware elites. I will explain Shannon’s apparent scam in a nutshell, as verified by multiple sources within the company. As part of the deal (or more accurately, what I see as state-sponsored blackmail), in order to keep the company he built, my understanding is that Bouchard made Shawe provide legal protection (known as “indemnity”) to Elting for wrongdoing related to lawsuits against her by former employees. Because of this, Elting’s team now seems to have no downside, so she (or more accurately, her bill-happy lawyers: Kramer Levin in New York, Potter Anderson in Delaware) appear to be working to sabotage the cases for which they are co-defendants with Shawe and TransPerfect. Shawe and TransPerfect will have to be responsible by order of Chancellor Bouchard. Based on the contract with the Chancery Court, Shawe and his company TransPerfect Global has to handle Elting’s defense. Rather than sit back and enjoy their $385 million and 100% protection and “indemnity” that Bouchard forced Shawe to provide, Elting’s lawyers seem to be trying to make a mockery of theses cases and drive up their own legal bills (which will have to be paid by TransPerfect!), and keep on fighting in front of Bouchard. As I see it, because of Shannon’s perceived special relationship with Bouchard, they must feel they have no downside in sabotaging other litigations for which Shawe is paying the bill? If you think I’m off base about how excited Bouchard was to get this wildly-successful company to start subsidizing legal time-meters all over the world once again, wait until you hear this: From what I heard, Shannon made a motion asking for permission to keep the case going, with extra pages (more pages equals more money for Shannon, less money for TransPerfect employees), and hold on to your hats, as I have heard from multiple reliable sources… Bouchard GRANTED Shannon’s motion to keep the fight going in the Chancery Court within 3 hours!!! (Chancellor, you could have at least pretended to be objective and not given the appearance that you and Shannon are colluding and coordinating behind the scenes. Perception is key, especially in this case. You couldn’t have possibly even READ the motion as fast as you granted it?!) Now what’s worse than Bouchard having his clerks (who I have heard lie in wait for cushy Skadden jobs) standing ready to auto-approve Kevin Shannon’s every request, as he did for nearly 4 years? What’s worse than our Chancellor, who by his suspicious actions, could be betraying his sworn oaths and duties as a judge? What’s worse than a judge granting such windfalls to the side with zero witnesses to purposefully make settlement impossible? And what is worse than having, in my view, a Chancellor destroy Delaware’s business image and rankings (Dropping from #1 to #11) just to enrich his cronies? What’s worse? Watching Bouchard and his cronies gear up to seemingly milk it all over again?? Lawmakers, wake up and smell what I believe is the corruption in the Delaware Chancery! How pungent must the stench of Bouchard’s crazy operation be before you act, I ask? In my view, and in the view of countless other Delawareans who have written into my Coastal Network, Bouchard’s Chancery Court has morphed from a once widely respected institution, to what seems to me to be a corrupt third-world Kangaroo Court. TransPerfect would have gotten a fairer shake by suing Putin in Moscow. Wake up and pass reforms that will oust or limit the power of what I think is a Manchurian Candidate of a Chancellor, drunk with power. In my view, this man is a menace to what the Delaware Court of Chancery is supposed to be about, which is equity and fairness! I believe no judiciary purporting to be honorable and running a clean shop would, could, or should allow him a seat at the table, much less, at the head of the table. It looks to me that Bouchard views the Chancery Court as a place not to ensure that justice is done, or to maintain Delaware’s reputation for business fairness, vested in him by the legislature, but as a personal play-thing, where he can make crazy, unprecedented, and unpredictable rulings that hurt 4,000 working families, just to enrich a few of his cronies, and the Chancellor apparently has no cozier crony, than his old, dear friend Kevin Shannon of Potter Anderson. Stay tuned for more coverage. It seems at the moment that I’m the only correspondent with the inside scoop here. Either way, I promise to bring the citizens of Delaware the truth that no one else will. Please click on the link below to read the article from “Crain’s”: https://www.crainsnewyork.com/features/despite-bitter-battle-ownership-control-transperfect-remains-countrys-top-translation-firmFor the those of you who haven’t watched “Game of Thrones” on television and aren’t eagerly awaiting the final season in April on HBO, perhaps I can explain this analogy. King Joffrey is a fictional character, who is the product of incest. He is corrupt to the core, and willing to do anything to vanquish his enemies. His ascent to the throne was illegitimate. He tortures innocent people for his own amusement. He is a pathological liar and abuses his power in unspeakable ways to better his own position and his allies. He is all powerful; everyone fears him, so they tell him what he wants to hear (versus the truth), and all the kingdom’s subjects truly know he’s not the man for the job, but are powerless to drive change. Other than being a product of incest, which I can’t opine on, in my opinion, Chancellor Bouchard is the spitting image of King Joffrey. I’m glad TransPerfect Global and its CEO Philip Shawe were willing to demand trial by combat, a Game of Thrones reference, and win a victory not only over Bouchard, but the cadre of, in my personal view, the many suspicious sycophants, he surrounds himself with such as (Bob Pincus, his former partner at Skadden Arps; Kevin Shannon, his BFF; and Leo Strine, his former Intern at Skadden Arps). Let’s hope Delaware is not powerless to stop this apparently sadistic man who, since he ran the Judicial Nominating committee, and used to employ Leo Strine, the Chief Justice, should in my opinion, have never been given this appointment. Just to give you some background and an outrageous example, Bouchard wanted to give his friend Kevin Shannon and his client (former TransPerfect Global co-CEO Elizabeth Elting) an artificial leg up in the case. I have read over 5,000 pages of the transcripts in great detail. Take my word for it, it’s all lawyer lies and hyperbole — sad — and all designed to make this $650 million industry-leader look unusual — Why? I believe it was so Chancellor Bouchard could justify using TransPerfect’s company coffers as a conduit to enrich his pals beyond belief. When I think about the $250 MILLION (verified by Crain’s Business magazine) that Bouchard ordered private U.S. citizens to spend, just to seemingly benefit his cronies, it truly makes me nauseated. There was nothing wrong with this corporation, except for a 50% passive shareholder and scorned woman (Elting) who wanted out – and I think this Chancellor saw a huge opportunity knocking to use his position to feather all his friend’s nests and I am sure his own as well. What would a non-corrupt judge have done? Elting could have sold HER shares, even with a Custodian. But the rub is, half of a company (Elting’s share) wasn’t worth as much as 50% of the whole company — so seeking to enrich his pals, Bouchard embarked on a non-sensical judicial result: the most long, arduous, illogical, expensive, ripe for abuse, tortuous to 4,000 employees, a government run public auction from a successful private company — which is without precedent in America. To do this, Bouchard performed an illegal taking (contrary to the Takings Clause of the 5th Amendment) of Philip and Shirley Shawe’s stock (50% of TransPerfect) and put their private property up for sale, against their will, at the same time, to give Kevin Shannon’s clients a windfall. So, Bouchard then seemingly makes up an endless series of outrageous lies to justify what I believe is the biggest business theft in American history, courtesy of the Delaware Chancery Court and its cronies. You might say, well Shawe bought it anyway at the public auction, so no harm no foul — Philip and Shirley Shawe got to keep their property. If you believe blackmail is a proper activity for Delaware judges to engage in, you would have a point. Bouchard pitted Shawe’s bidding against his largest competitor, HIG-Lionbridge, an off-shorer of U.S. jobs — so in effect, Bouchard extorted Philip Shawe into over-paying, as this was the only way Shawe could save 2,700 American jobs and keep his company. Back to what I believe, based on the evidence, is that the Chancellor outrageously misrepresented the facts. Much to Bouchard’s disappointment, the law and the constitution prevents him from issuing a fine without a jury (thank God). So how does a potentially corrupt judge get around the law? As I see it it’s in how he lies in his opinions and tries to damage his enemies, and enrich his friends. Bouchard wrote in his opinion that Shawe “did not deny” stalking Elting. Naturally, “stalking” is a criminal offense that would be picked up by the newspapers, and would hamper Shawe’s ability to get financing. This ridiculous lie was blown up by Chief Justice Strine during the appeal, who also falsely refers to it as an undisputed fact. I have talked with 100 employees and Shawe never stalked anyone, and Bouchard himself must now agree, since he eventually awarded Shawe the company. From what I’ve read, here is what I see as the EVIDENCE Bouchard relies on from the trial, and again Bouchard said publicly “Shawe did not deny” this, back in 2015 to set these wheels in motions… A HUGE NEFARIOUS FABRICATION !!!! ELTING ATTORNEY: … Now, Mr. Shawe, you’re also fond of stalking Ms. Elting, aren’t you? SHAWE: No, not in any way, shape, or form. Bouchard should go to jail for the reputation damage of this outrageous lie alone. But the whole case is a grotesque misrepresentation which I believe was engineered by Bouchard for the benefit of his friends, and in my opinion, himself. Here is what Bouchard himself wrote when Shawe requested an itemization of legal fees on November 10th, 2015: “It is customary, after a sanction is imposed, to take evidence on the itemization of the amount.” But I guess if you are the judge’s best friend, Kevin Shannon of Potter Anderson, you get $1.4 million dollars of TransPerfect money and these rules don’t apply to you. Shannon did not have to justify or itemize anything! The Coastal Network will offer a reward to anyone who can find Shannon’s itemized bills on the $1.4 million Bouchard forced Shawe/TransPerfect to pay in the record. I cannot. And don’t get me started on Bob Pincus’s $25 million share of the $250 million in pirate’s booty. UNBELIEVABLE!!!!!!! Lastly to close on the point of who is worse, Chancellor Bouchard or King Joffrey from Game of Thrones, it’s a close call. Bouchard tortured thousands of employees for 4 years — innocent hard working Americans who were forced to delay weddings, put off having children, put off sending kids to college — all because of Bouchard’s, in my opinion, illicit scheme. Further, Shawe’s lawyers during the legal battle, were forced to pussyfoot around the issue of the Chancellor’s possible improprieties. This is from an actual legal document:Delaware is a small state with a small bar. The Plaintiff, however, resides in New York, which is a large state with a large bar, so he raises that the context of the relationship between the presiding judge in the Chancery Action and Shannon lends color to this appearance. Although the Court of Chancery’s decisions concerning the Defendants’ conduct at issue does not preclude this action or control concerning the validity of Plaintiff’s claims, Plaintiff provides a few anecdotal facts regarding the relationship of Shannon and Chancellor Bouchard. Shannon and Chancellor Bouchard, upon information and belief, have known each other since they represented aligned clients in In re Walt Disney Co. Derivative Litigation, 907 A.2d 693 (Del. Ch. 2005) approximately twenty years ago. Both served on the board of St. Francis Hospital. They have appeared as co-panelists at the annual Tulane Law School Corporate Law Institute in New Orleans, Louisiana (including while the Chancery Action was pending). Plaintiff understands (and has been assured by counsel) that these facts are not necessarily indicia of impropriety. The Court of Chancery’s failure to require Potter to submit itemized records like its co-counsel, coupled with Shannon’s relationship with the presiding judge, does however engender speculation, even if unwarranted.
This makes me sick, look at this weak presentation from the defense, even Shawe’s lawyers felt they had to walk on egg shells, when battling Bouchard’s insidious operation. The inevitable conclusion is: There is just too much power centered in the Delaware Judiciary, and this is not what our forefathers intended. Perhaps, back when the Delaware Chancellors were honorable and the Chancery Court was a nationally respected institution, this wasn’t a life or death issue for the state of Delaware. Regardless, in my view after doing more research than anyone else, I am certain that Chancellor Bouchard’s handling of the TransPerfect case, his appearances of impropriety, the innumerable irregularities, and his unusual and unprecedented decisions were not just a product of gross incompetence, but something far darker. While King Joffrey is the product of familial incest, King Chancellor Bouchard is the product of his incestuous relationships within the Delaware legal system — and even though he’s the most powerful man in our kingdom, he is not above the law and must be held accountable for his actions. Delaware’s financial future, and thus the financial future of it citizens depends on it! Delaware Lawmakers, I again call upon you for change and reform. 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! If you are one of my 6,000 Delawarean subscribers, you likely have a lot to be thankful for this holiday season. We live in the greatest democracy in the world. For the most part, threats to that democracy and freedom are taken head on. While it happens all over, there are now relatively few cases where the rich, the powerful, the politically connected get to prey on hard working men and women of our society. In Delaware, the only place where too much unchecked power has led to what I perceive as utter corruption is in the leaders of our judiciary. Chancellor Bouchard, bolstered by having his former intern as Chief Justice (Leo Strine), has in my view, created an environment where possible corruption and mismanagement is more than tolerated, it is both feared and exalted. The combination of these two factors leads to a situation where no Delawarean will take action to even investigate Chancellor Bouchard, who in my opinion and in the opinion of hundreds of TransPerfect employees and perhaps thousands of onlookers, indirectly allowed $250 million to be moved out of a successful company to what appears to be the enrichment of those who the Chancellor has admitted having and established as long term friendships: Kevin Shannon of Potter Anderson and Bob Pincus of Skadden Arps, among others. While hundreds of members of the public scream for Bouchard to be at minimum, investigated, why does our legislature do nothing?! From what I’ve heard, the Bouchard’s have Bentleys, Porsches, huge mansions in fancy neighborhoods, their kids fly around in private jets, and for this I hope they are grateful this holiday season. I demand justice for the countless employees, shareholders, officers of corporations and members of society that all pay a small “tax” to support Bouchard’s disgraceful operation, and because we do so without realizing it, the tables of every Delawarean are not as bountiful. Perhaps those who can do something about Bouchard apparently turn a blind-eye because they are making money as well? Or perhaps because they are too afraid to speak out against the Chancellor for fear of reprisal? All we read is nonsensical platitudes, no matter how crazy and unpredictable his actions. Believe me, it’s not because people in Delaware don’t know or suspect Bouchard has created appearances of impropriety! Perhaps the most frustrating thing I have learned through my investigation and coverage of the TransPerfect case, is that many citizens feel the Chancellor is somehow operating in a suspicious and wrongful manner, but yet just shrug; “That’s the Delaware Way.” In my educated opinion, some cases could be decided while drinking expensive scotch in the country club conservatory. Indeed it’s enough to dishearten any patriotic American! To the legislature; to the voters; and to members of the Delaware Bar Association who I see as acting as the front group supporting the Chancellor blindly, I think George Orwell may have said it best: “A people that elect corrupt politicians, imposters, thieves and traitors are not victims… but accomplices.” Orwell is right to an extent. If we want what I consider the Chancery Court corruption to stop, Delaware has to be willing to scrutinize the powerful. The cost of not doing so will be our reputation (which has already been compromised), our incorporation business, and our overall economy. I will have a simple plea I will make to our legislature: If you won’t begin an investigation, then, at minimum, make Bouchard unseal the case and make him show the public his friend’s bills he nefariously ordered paid with no examination. There are literally thousands of employees who were irreparably harmed by Chancellor Bouchard seizing a situation — applying a corrupt and non-nonsensical remedy without precedent in the U.S. (maybe Russia?) — and engaging in the largest, single, I believe illegal wealth transfer in business history from honest hardworking TransPerfect employees into the pockets of the Chancellor’s elite country club friends. The case remains under a court-ordered seal. Hundreds, maybe into the thousands, of hours were billed that accounting employees claim were never worked! Apparently there is no itemization whatsoever? My sources tell me that mainstream media sources have requested the sealed bills and files be opened, yet Bouchard refuses?! I say to our Chief Chancellor directly: “Unseal the records and let the public see what you and your friends have been up to. If you have done no wrong, you should have nothing to hide, no tracks to continue to cover. Open up the documents and invoices for scrutiny.” Guess what your honor, the sale process is over, yet you still refuse to unseal the records?! Why?? The law supports unsealing the case when over, yet it seems that you continue to believe you are above the law, that you can play not only judge, but also jury and executioner — to thousands of employees at one of American’s most successful companies — and you and your cohorts think you can operate without full disclosure. It’s enough to make me, and any red-blooded American that cares about capitalism, property rights, and justice, sick. If there is the slightest hint of corruption or even the appearance of corruption in the judiciary — it cannot stand. It cannot become the new norm. The cost to society, our children and our children’s children is too high. I believe you are not the man for this job, but while you are still in office, consider this the official request of the Coastal Network on behalf of my loyal readers. We formally request that you open the entire TransPerfect file. Why not clear the air Chancellor Bouchard and restore the public faith in your position, because the people of Delaware are skeptical?? Please prove my concerns wrong and show us these forced payments by TransPerfect under your authority and direction were justified and legitimate. Again, while everyone is enjoying their holiday season, do not forget these many TransPerfect employees, many of whom make less than $50,000 per year, who are the ongoing victims of what I consider a possible $250 million fleecing! It is the working employees and their families that are the true victims here. Folks, they scream for justice this holiday season. Unsealing and carefully scrutinizing these, definitive, court documents, that are public record by law anyway, is the least the Chancery Court can do. After 4 years of what I and many view as serious misappropriations and improprieties at the hands of a Delaware Chancellor, we owe these employees, and the public at large, complete transparency and closure.One of my readers sent me a note pointing out a comment that I missed made at the bottom of a Washington Post article. While the year-old article itself is the usual establishment rhetoric, the thorough comment under the article, which I’ve included below is spot on. I’m focusing on this public Washington Post link because I want Delawareans to know that people outside of our humble state are also seeing that there’s something rotten in our state’s judiciary. Even folks in our nation’s capitol are seeing that our suspect judiciary under Andre Bouchard (and his former intern at Skadden, Leo Stine) are the ones that are causing our incorporation and business confidence stats to plummet. There appears to be plenty of people out there who get it. If you want to know who benefited from destroying Delaware’s business-friendly image, and in turn, Delaware’s economic prosperity, one needn’t follow the complex money trail — that in my view, would eventually lead to Bouchard’s luxorious Bentley — we can look no further in my opinion. I would say just look at Skadden Arps’ and Potter Anderson’s bank accounts. Chancery Court favoritism and corruption has bled our state’s reputation dry, while seemingly to me simply feathering the retirement nests of Bouchard’s unscrupulous henchmen, Robert Pincus and Kevin Shannon. And just so you think I’m not the only one who is seeing things this way; this Washington Post piece has been up for a year — capturing the nation’s frustration with Bouchard’s nefarious actions in America’s First State. I’ve written about the handling of the TransPerfect Global case, which has dragged down the reputation of our fine state — remember TransPerfect didn’t need “saving” — it was the largest, fastest-growing, and most profitable company of it’s kind. Bouchard — with his clerk and now cushy Skadden job holder Mary Toscana ( possible payola!) – wrote what I believe are 105-pages of unsupported lies to justify the government take over of this company — and bleed it dry. The Chancery Court still seeks to mask the money trail from the public – One prominent lawyer mentioned to me this case has the most sealed documents in Delaware history. Make no mistake, there’s no reason for these court records to be sealed; they are simply evidence of how much cash was siphoned from the TransPerfect company coffers by those firms which I believe Bouchard empowered to run the company while he guaranteed them judicial immunity (no matter how corrupt). Again, the Chancellor is not above the law, and the public has a right to know.“Stephen Gandel failed miserably in writing this garbage article. The courts in Delaware aren’t the saviors of this company – they’re actually a corrupt group of attorneys stealing a company from an owner and employees who want to keep it alive. Please report how the judge, Bouchard, handed the case to his friend and plaintiff’s attorney, Kevin Shannon. Report on how Bouchard appointed his former colleague, Robert Pincus, as the custodian to force the sale of the company. Report how the Delaware Supreme Court Chief Justice, Leo Strine, who affirmed Bouchard’s forced sale of the company, is a former colleague of Bouchard. Report how Bouchard, Pincus and Strine all worked/work for law firm Skadden Arps, and now Pincus bills TransPerfect $1,400 per hour to hire his firm’s friends to fleece the company. Report how Skadden’s clients, HIG who owns Lionbridge – TransPerfect’s largest competitor, is “bidding” on the company. Report how Credit Suisse, who owns the debt for Lionbridge/HIG, is consulting for Skadden on this forced sale. Report how Bouchard rubber stamps Bouchard’s bills to TransPerfect for millions of dollars, without letting the public see those bills – while cutting benefits for the TransPerfect employees, which has caused dozens of high-level execs to leave the company in the last two weeks. The “story” is that the court decided to force the sale of the company to “save” the company from the two owners’ bickering. The reality is that the court’s forced sale will ultimately dismantle the company and move thousands of american jobs offshore, so Skadden’s client, HIG/Lionbridge, will be able to service the debt owed to Credit Suisse when HIG “bought” Lionbridge. This is a scam perpetuated by shady lawyers, and the Delaware legislature is doing nothing. Delaware may be the smallest state in the union, but it is making NJ and IL look small time when it comes to corruption and cronyism. Where is the DOJ? Here’s your career case! Just look.”
-John Bruce Dont
As the letter writer stated, he sees this as a scam put forth by sophisticated and dishonest lawyers – how long can our elected leaders sit by and do nothing, as hardworking Delawareans, certainly seem from my perspective, to lie on a bed of Bouchard’s corrupt weeds growing up to choke us. When will the Chancellor have to answer for his actions? The establishment protecting men in robes from their obvious improprieties didn’t work out so well for the Catholic Church — I’m not sure why legislators believe the Chancery Court is any different. Check out the old, fallacious, and misleading article that the Washington Post letter writer went after. There was a great novel, among others, written by legal mystery author John Grisham, called “The Firm”. A movie was also made of it where Tom Cruise played a blossoming young lawyer in a law firm that worked exclusively for organized crime and would go to unlimited lengths to protect its secrets. Many of you probably have read the book and seen the movie, as indeed I have as well. The book and the box office smash hit movie “The Firm” have some significance in its plot in relation to the TransPerfect story, except this is real life. Hold that thought. You might remember the outrageous situation that happened during the TransPerfect saga where Chancellor Andre Bouchard appointed his former colleague from Skadden Arps, Robert Pincus, as a Custodian with unlimited power to potentially bilk this successful company. Pincus billed a whopping $25 million for himself and his firm for attending a once per month board meeting, and court-ordered over $250 million in legal Billings — all a reward for him for failing as mediator and allowing the case to drag on for years — and also drag Delaware’s name through the dirt. He and his cronies, as I understand it from my reliable resources, are a virtual who’s-who of suspected “over billers” including Alvarez & Marsal, Grant Thorton, Houlian Lokey and Credit Suisse. They seemingly, from all the vast sums of actual capital removed, set up a virtual cottage industry around emptying TransPerfect’s once-full coffers to feather their own nests? One reason this case went on for 4 YEARS, and left this industry leader virtually penniless, from my perspective, is simply because these “prestigious firms” lined up to stuff their faces full with unchecked billing. A New York judge recently called behavior, not nearly as God-awful as the TransPerfect case, “Highway robbery without the six-gun,” for an amount involving 1/100th of what TransPerfect lost. Further exacerbating the appearances of improprieties is the Skadden Arps $25 million, and much of the other $250 million spent that were ordered by the Court, yet were conveniently unverifiable, because in yet another shady and unprecedented move, Chancellor Bouchard allowed these bills to be paid without demanding checks or itemization. Folks, this unbelievable and unethical action really did happen, and is a matter of public record. Legitimate bills or state sanctioned theft — which is it? You can’t decide because Bouchard’s crew masked public transparency by billing only line items such as “$2 million for legal services” (and that’s for ONE month) and by getting the court to seal documents. I heard from one Chancery Court insider that the TransPerfect case has the most sealed documents in the history of Delaware and we are obviously not dealing with national security issues — just an embarrassed judiciary looking to cover their tracks. According to my reliable sources within the company, none of what actually transpired at TransPerfect was actually necessary. And folks, a lot of people got filthy rich at the rate of $1,450 per hour because of Bouchard hooking them up. Interestingly, Pincus has now retired, and another source has confirmed that Skadden’s pension is based on a partners’ last 3 years of billing — How convenient! The good ole boy backscratching never stops and continues even in the face of scrutiny with today’s news. There is a woman, named Mary Toscano, who was Chancellor Bouchard’s law clerk on the TransPerfect case. My research indicates that Ms. Toscano is widely believed, within TransPerfect, to be responsible for helping Bouchard in many ways and indirectly creating many of these problems. These actions in my opinion helped to justify Bouchard’s first-ever government takeover of a private profitable company — and this in turn apparently resulted in over $250 million in corporate waste that enriched Bouchard’s friends, and his friend’s friends, beyond belief. She is also thought to be chiefly responsible for getting the custodian’s unchecked and unitemized bills in the TransPerfect Case approved by the court to be paid. The custodian, Robert Pincus, who was appointed by Bouchard had his bills approved, I’ll make this point once more — without itemization! Millions and millions of dollars went to Pincus. In exchange for rubber stamping bills often in the millions for one month’s “work” — using the term loosely, my opinion is that she is now being given a cushy job at Skadden as payback, and this presents yet another appearance of impropriety that should be investigated and stopped. Perhaps this job buys her silence? Could this be a clever move for Skadden to lock up Mary Toscano with a higher-paying attorney job, which will probably result in shielding her from ever having to testify against Bouchard? Who knows what really happened, regarding Ms. Toscano’s employment with Bouchard’s friends? Only in Delaware folks and just when our Chamber of Commerce rankings of Delaware’s top economic driver, the incorporation business, has plummeted based on the Chancellor’s perceived improper renderings and directives. Without legislative reform curbing their unchecked power, Skadden and Bouchard can easily use Delaware to possibly and continually to take advantage of companies to enrich themselves and their friends. Let’s not forget, Bouchard was a plaintiff attorney that sought to sue companies after every merger, saying the price was too low regardless of how it was priced — for those of you that aren’t in this circle it is my opinion: Bouchard was the corporate lawyer equivalent to an ambulance chaser. And let’s not forget Skadden Arps — Reminiscent of the movie “The Firm”, with so much possible connection with wrongdoing attributed to this law firm by the media, is it really a stretch to believe this seemingly-suspect organization’s tentacles extend to the Wilmington office? Or perhaps they even originate there? Famous law professor and trial lawyer Alan Dershowitz said of the Strine-Bouchard duo, “Any attorney who advises his client to incorporate in the State of Delaware is tantamount to legal malpractice!” Delaware has now dropped from 2nd place to 27th place nationally for being business friendly according to the “Thumbtact Small Business Survey.” Folks this is extremely detrimental for the future of Delaware’s economy. One third of all of Delaware’s revenue comes from corporate franchise fees. This comes after Delaware dropped from a significant #1 to a pathetic #11 for Judicial fairness from the National Chamber of Commerce survey. Delaware’s formerly esteemed Chancery Court has lost its great reputation which is why Delaware was the incorporation capital of the world in the first place. It is obvious that Bouchard’s actions in the TransPerfect case were part of the reason. These are two, separate, gigantic drops, folks and Delaware will definitely feel the pain. It’s no coincidence that the large drops for Delaware have come as the TransPerfect Global case was making headlines over the past couple of years! The Chancery Court and its assigned players operating the TransPerfect Global case under the auspices of Delaware’s Chancellor has seemingly turned out to be terribly detrimental for the state of Delaware. The TransPerfect adjudication by Chancellor Andre Bouchard was completely outrageous and unprecedented. The way it was handled should be totally unacceptable to any reasonable litigator. Millions of dollars were wrongfully forced to be spent by a Chancellor who legislated from the bench while making unprecedented and inequitable rulings. Equity is what is supposed to happen in the Delaware Court of Chancery, not the incessant and apparent feathering of nests for the benefit of the Chancellor’s good buddies and his former law partners? Consider that in a 4-year TrasnPerfect litigation, Co-CEO Elizabeth Elting called zero fact witnesses, and had zero affidavits, which is the least evidence in a Delaware civil trial that I am aware of ever being offered by the Plaintiff? Co-CEO Philip Shawe called all 10 witnesses in the case, all testifying on his behalf. He had 43 more waiting to testify and had over 120 affidavits. Then, in front of a hundred employees per day that traveled down to Wilmington to support Shawe, Bouchard found for Elting in 2015 and ordered the company dissolved and sold. This crazy ruling shocked the TransPerfect employees beyond belief, and that’s when the wave of Delaware corruption rumors began circulating like wildfire. In my opinion, Elting got the auction result she asked for in 2015; not because it was the right solution, indeed it was certainly without precedent, but because this allowed a vehicle, for what now appears, the moving of large sums of capital from TransPerfect’s coffers to that of a Court appointed Custodian who was a former business partner and friend of Delaware’s Chancellor. Folks, I am talking about over $25 million billed dollars that were not itemized and were approved for payment anyway by Chancellor Andre Bouchard. If there ever was the appearance of an impropriety, in my opinion this was it ! Elting’s lawyer, Kevin Shannon, is a life-long friend of Chancellor Bouchard’s. Bouchard has admitted he was friends with his appointed Custodian Robert Pincus and folks– Pincus comes from Bouchard’s old law firm. Bouchard traveled to New Orleans, and made a public appearance with Shannon, during the decision-making phase of the trial. Beyond any doubt, this is an appearance of an impropriety. Every other lawyer was made to itemize their fees, making them subject to challenge. Which lawyers didn’t have to? You guessed it. Shawe won in the end. His winning “auction bid” was $385 million, but he’d offered $300 million publicly half-way through the litigation, 2 years ago. $250 million has been the widely reported estimated legal cost (I estimate higher), this means that roughly, the Chancery Court spent an extra $125 million of shareholder money (and took an extra two years of employees lives), only to get an $85 million dollar increase in value. This was not really “value maximizing” to the shareholders was it Chancellor Andre Bouchard? Whose value did you maximize, I wonder? Another Appearance of an Impropriety ? There is no doubt in my mind, that Delaware has recently dropped from #1 to #11 in Judicial fairness, and a devastating drop from #2 to #27 for Delaware being friendly to small businesses, has happened in my view, because of the shady way the TransPerfect case was handled. At least when Delaware economics sinks further and further into the red, we’ll know who to point our fingers at. I guess that’s something, but it’s not enough, there should be an investigation. Most importantly, I feel it is time for the General Assembly to act by responding to these significant drops in national recognition with necessary changes in the law — changes that will restore faith in Delaware’s judiciary so that businesses will continue to incorporate in Delaware and prosper accordingly. Please read the article below.August 16, 2018
Delaware saw its No. 2 ranking head south in the Thumbtack 2018 small business survey.Small business owners surveyed by Thumbtack, gave Delaware a B- this year, ranking 27th in a survey of business friendliness in all 50 states.Thumbtack is a website and app that finds local professionals.
That’s 25 spots lower than last year when the state ranked second and received an A+. Delaware scored higher than New Jersey (D+), but lower than Maryland (B+).
State leaders had been taking note of the positive 2017 findings from Thumbtack as surveys from CNBC and others gave Delaware low business rankings.“The biggest slip this year for Delaware was in its training and networking programs. In 2017, it received an A grade, with 27 pecent of our respondents saying that they or their business had benefited from a training or networking program,” Thumbtack economist Lucas Puente, stated in an Email message. “However, this year, only 10 percent of the small business owners we heard from had used such a program. This drop in usage led the state to get an F for its training and networking programs this year.”
Another noticeable decline came in tax regulations Puente noted Last year, 45 percent said that tax-based regulations were friendly towards small businesses; this year, only 34 percent did.
Its 2018 Small Business Friendliness Survey, ranked all 50 states and 57 cities based on factors that included licensing requirements, tax regulations, and labor and hiring regulations. With over 7,500 small business owners surveyed, it’s the largest continuous study of small business perceptions of local government policy in the U.S, according to a release.
Based on the evaluations in surveys, Thumbtack also assigned eight policy-specific grades to evaluate how easy local governments make it to start, operate, and grow a small business. For more details about the report and the full set of results for Delaware, please visit Thumbtack.com/DE.
ALM Media July 24, 2018
Tom McParland
Three law firms are pressing their case for $129 million in attorney fees in a shareholder suit over Facebook Inc.’s since-abandoned plan to reform its stock structure in a way that would have given founder Mark Zuckerberg more control over the company.
Attorneys from Wilmington plaintiffs’ firms Grant & Eisenhofer and Prickett, Jones & Elliott and Radnor, Pennsylvania-based Kessler Topaz Meltzer & Check defended the request in a court filing on Monday, saying Facebook’s eleventh-hour decision last year to scrap the reclassification plan had secured the full relief their clients had sought in the two-year-old lawsuit.
Counsel for Facebook, however, has said the proposed award was the second-highest ever requested in the Delaware’s Chancery Court and would “dwarf” fees in comparable cases.
Instead, the company said any fee award should not exceed $19.8 million.
The dispute hinges on the question of how to quantify the value of the plaintiff’s victory last year, which came just three days before a planned trial that aimed to put Zuckerberg on the stand. The share restructuring would have allowed Zuckerberg to retain his 60 percent voting power at Facebook, even as he made good on his promise to sell off his shares to charity. There was no dollar amount attached to the agreement, and both sides at the time refused to call what transpired a “settlement.”
Plaintiffs’ attorneys argued Monday that the move would allow shareholders to eventually take control of the Menlo Park, California-based social media giant, a benefit they said was worth $1.29 billion based on the company’s present value. “The real issue in dispute on this fee application is how does one value control of a $500 billion company,” the attorneys wrote in a brief in support of their motion. “Facebook cannot now retreat from Zuckerberg’s many uncontradicted public statements. Nor can it credibly claim that control of a $588 billion company does not have a multibillion dollar value.”
Facebook, which is represented by Ross Aronstam & Moritz, said in court papers last month that Zuckerberg has no intention of relinquishing control of the company for the foreseeable future, and there was no way to accurately determine the value of the termination.
Given the uncertainty, the company said, attorneys should be compensated based on the time spent working on the case. “Plaintiffs’ counsel now seek the second highest fee award in the history of this Court, and (by an order of magnitude) the highest fee award in any case not involving a certain and quantifiable monetary benefit,” Facebook’s lawyers wrote in a brief. “Under these circumstances, quantum meruit is the proper method for determining an appropriate fee.”
Facebook’s board approved the reclassification in 2016 as a mechanism to allow Zuckerberg to maintain control of the company after he had announced that he would donate 99 percent of his Facebook holdings to the Chan Zuckerberg Initiative, a philanthropic investment company run by Zuckerberg’s wife, Priscilla Chan. But investors quickly lined up to oppose the plan, arguing that it would grant Zuckerberg lifetime control of Facebook, while forcibly converting two-thirds of Class A stockholders’ equity interest to nonvoting Class C shares and depriving them of any influence over the company. In a complaint filed in May 2016, class attorneys called the plan a “fait accompli” for Zuckerberg and argued that it was a self-interested scheme approved by a conflicted board of directors.
With trial just days away, the company announced on Sept. 22 that its board had unanimously agreed to withdraw the reclassification plan.
In a post to his Facebook account, Zuckerberg said that the proposal to add a new class of company stock was “complicated” and that it “wasn’t the perfect solution.” However, he said that Facebook’s recent success would allow him and his wife to fully fund his philanthropy and maintain voting control for at least the next 20 years. And he announced that he planned to sell 35 million to 75 million shares in the next 18 months to fund contributions in the areas of education and science. “This path offers a way to do all of this, and I’m looking forward to making more progress together,” Zuckerberg said.
Briefing the plaintiffs fee request is now complete, leaving the issue to Vice Chancellor J. Travis Laster to decide. There was no word Tuesday on when the judge might rule.
The case is captioned In Re: Facebook Class C Reclassification Litigation.
So what happens when TransPerfect is permitted to operate its business without the court-ordered, hand-picked custodian, employment of countless attorneys, needless consultants, and Delaware elites? All installed as a result of Delaware and Chancellor Bouchard’s over-reaching and needless court decisions that tried to sell the business from under its founders. Ordinarily, I bet you would have wait years to find out?
Just months after Andre Bouchard and Leo Strine ended their 3-years of court-ordered “hands in the till” — which was, according to Delaware Supreme Court Justice Karen Valihura, an unlawful seizure of TransPerfect’s fast-growing and profitable business — the reins have now returned back to the always-rightful owner (Philip Shawe) and the original management team who built the company. And what has happened by returning TransPerfect to the private sector?
Revenues are now up 19% for the year!!! 200 NEW AMERICAN JOBS have been created and TransPerfect is now returning to its former glory as its industry’s largest and fastest-growing company. The fact that our Chancery Court System engineered a THREE-YEAR, $300 MILLION government take-over by a Skadden Arp’s attorney, who billed $1,475 an hour. Where both Bouchard and Strine both “coincidentally” happened to have worked before they got their political appointments. The thought continues to make my blood boil.
Delaware legislators, I said it before and I’ll say it again: There is no checks-and-balances on the cozy, back-scratching, incestuous relationship, which YOU allow to exist between the attorneys’ special-interest group (The Bar Association) and the Judiciary in Delaware. Our founding fathers required serious over-sight for all government operations and your lack of action is inconsistent with your oaths of office in my humble opinion.
Nothing puts our current crisis, and the dire need for legislative reform, more into focus than the TransPerfect case. In my opinion, new legislative reform must curb the Chancery’s unchecked power to takeover an entire business, and order excessive payments from the company with no limits, no supervision, and absolutely no accountability.
It is your job General Assembly members to protect the system. You were elected to lead. I and many of my readers are imploring you to take action to prevent outrageous tragedies such as the TransPerfect situation from ever happening again.
In my opinion, this is the only way out of our downward spiral in business confidence, in judicial impartiality rankings, and the only way to reverse the current economic crisis in all of Delaware. These wounds were self-inflicted on our entire state by the unprecedented actions of Chancellor Bouchard for reasons still unknown and still very suspect, but regardless, we need to learn from our mistakes — Delaware’s reputation cannot continue to be one of “corruption” — we need reform and we need change.
So, what has happened since? It’s amazing what happens when private property is in the hands of private citizens and private sector managers and not in the hands of government officials and their cronies.
But don’t take my word for it, please see the following article on TransPerfect’s business from last Friday’s New York Post.
TransPerfect business booming after years-long ‘custody’ battle
July 13, 2018 | 6:42pm
Elizabeth Elting and Philip Shawe
Phil Shawe is proof you can survive a breakup with your business partner — even if the partner is your ex.
Shawe gained control of the “family” business, TransPerfect, earlier this year after a nasty, “War of the Roses”-type court battle with his fiance — and tells The Post business has hardly been better.
The privately held firm is going to report this week that profits in the first half of 2018 jumped 19 percent — and that revenue for the year is projected to surpass $700 million.
“The company has enjoyed six months of certainty,” Shawe said from TransPerfect’s New York City headquarters. “The last time we grew like this we were a $100 million company.”
Shawe and his then-fiancee, Liz Elting, started TransPerfect in 1992 out of an NYU dorm room. When they split, each controlled 50 percent of the firm and neither had the right to buy the other out.
When the battle for control of the language translation company began in 2014, Elting partnered with private equity firm H.I.G. Capital, which owns Lionbridge, a rival service, in a bid to buy out Shawe.
Shawe didn’t partner with anyone in his attempt to buy out Elting.
In February, the four-year battle ended when the Delaware Chancery Court ruled in favor of Shawe — who outbid Elting, and agreed to retain virtually all the 4,000 full-time employees.
The deal closed last month.
Shawe said he has added 200 net jobs this year. TransPerfect has made one acquisition since the court’s ruling and plans to look for other opportunities, Shawe said, including possibly buying Lionbridge if it comes up for sale.
Shawe said he has not had a conversation with Elting, outside of board meetings, for a few years.
In my educated opinion, after over a year of intense research on the TransPerfect case, it is not only the very suspicious and biased decisions from Chancellor Bouchard of the Delaware Chancery Court at issue, but the highly unusual conduct of his Court-appointed Custodian, Skadden attorney Robert Pincus which, in my opinion, leads to the only logical conclusion that a conspiracy, based on greed and inbred corruption, is at work in Delaware. What a shame that the glorious reputation of our tiny, but first state of Delaware, will have it’s national reputation smeared and destroyed by a small group of selfish attorneys, judges and investment bankers. As the saying goes, when something feels so wrong, follow the money (please see this New York Court document): I spoke with several TransPerfect employees about why they left recently, and here’s a big reason that is not easy to explain: The auction they have been forced to participate in by Chancellor Bouchard, as a management team, as it turns out, is believed by many employees to be a sham. First, it is filled with conflicts of interest. TransPerfect’s main competitor, Lionbridge is a company with a deep history of eliminating U.S. and Western European jobs to send them offshore (TransPerfect has most of its jobs in America, Lionbridge has 6% of its jobs in the good-ole US of A). Lionbridge is owned by the private equity firm, HIG. Credit Suisse is the investment bank allegedly running a fair auction, but therein lies the rub. HIG also happens to be a client of BOTH Skadden Arps and Credit Suisse (CS). Is Bouchard’s apparent and possible Ponzi scheme starting to come into view for you now? It becomes clearer to me everyday. It’s like the Uranium One scandal, but on steroids — with U.S. jobs being the victim instead of our national security. Here’s my opinion: It gets shadier and shadier… Credit Suisse owns the risky Lionbridge debt, who as they say in the industry, was a “dog with fleas” and it seems the only way CS can get this risky debt paid back to them is by steering the fair auction away from Shawe, and toward their other client HIG. If HIG can buy out its biggest rival and eliminate the competition, “HIG-owned Lionbridge”, will be in a much better position to pay Credit Suisse back its debt; otherwise it cannot. Ahhh… but this onion still has more layers to be peeled. Equally disturbing is that the Custodian, Bob Pincus, works for Skadden; and Skadden (Bouchard and Judge Strine’s old firm) are attorneys for both CS and HIG!!! How can the Chancery let all these people that work together, seemingly scratch each others backs to get richer and richer. Only in Delaware folks, can such blatant and gregarious corruption be tolerated and allow to exist. Think about it: Why would the Custodian choose CS to run the auction when CS just months ago advised and raised money for HIG’s purchase of TransPerfect’s #1 competitor, Lionbridge?? It stinks to high heaven!!! Further, in my opinion, Bob Pincus and Skadden should immediately cease their role as Custodians, because, as attorneys to both Credit Suisse and HIG, they are anything but neutral; in fact, they owe CS and HIG a duty of undivided loyalty — so how can Skadden run a fair auction and pick a fair winner? I guess the answer is always the same…. only in Delaware. Let’s not forget that back in August of 2015, Chancellor Bouchard ordered the sale of a thriving profitable company for the first time in the history of Delaware to help Co-CEO Elizabeth Elting get a better price for her shares, indeed that the market was not willing to bear. Most importantly, he said that the sale should be conducted with the intention of maintaining the company as a going concern. Well Chancellor Bouchard, below is an article about all the defections at TransPerfect and the loss of the entire C-level suite and senior technology team, since you handed down your unprecedented order. Is this what you meant by keeping the company going- “as a going concern??” What you can’t tell from reading the public material that I will tell you from talking to the staff, is that no meetings are taken seriously or attended by Credit Suisse big wigs or by the Alvarez & Marsal consultants except for…? You guessed it, the HIG-Lionbridge meetings. The other meetings are attended only by CS neophytes. These employees are honorable, and they have fought to keep this company afloat while the custodian Bob Pincus, Skadden Arrps and his army of consultants looted over $25 million from TransPerfect with Skadden billing $1 million last month alone. The same employees who have continued to hold this great company together and raise the revenues every year for TransPerfect have been abused by the court and the custodian for sure. Only they know from attending the auction meetings that HIG-Lionbridge is the Chancery’s pre-determined winner — and the vast majority of them will get their jobs shipped overseas, thanks to the crooked Delaware court system — I don’t blame them at all for leaving on their own terms. I promised you folks, I would uncover the dirt, but I had no idea how deep this ditch would go. This plot is still thickening and I will keep digging until I find out what I suspect is the truth: I believe this whole thing is rigged: the $150 million no-witness trial, the unprecedented result and the “auction” remedy. I feel the money trail will lead straight back to the Delaware elite. I hope Bouchard and his cronies are listening and robes or not, no one gets a pass in my column. This is not the News Journal, where you can get coverage stopped with a well-placed phone call. I’m here for you, my readers, and this investigative journalist will not stop fighting until justice prevails.
Alan M. Dershowitz is Felix Frankfurter Professor of Law, Emeritus, at Harvard Law School. He represents Shirley Shawe.
Delaware’s sophisticated courts have made it a mecca for incorporation. But a recent ruling could set a dangerous precedent. (Photo credit: Shutterstock)
American corporations count on securing justice in Delaware. Two-thirds of all publicly-traded U.S. companies, including more than 60% of the Fortune 500, are incorporated in the First State. Delaware’s famously sophisticated courts are prized for giving corporations and their shareholders maximum flexibility and predictability.
However, a recent ruling by the Delaware Chancery Court, upheld on appeal by the Delaware Supreme Court, could set a new and dangerously disruptive precedent that corporate America ought to view with concern. Bear in mind that Delaware decisions have worldwide implications, as well, since nearly all major U.S.-based corporations sell products, run offices and employ people internationally.
For the first time ever, the Court of Chancery, the no-jury “business court,” has ordered the forced sale of a privately-held, thriving corporation over the strenuous objections of shareholders who own half of the company.
The company in question is TransPerfect Global (TPG), parent of the world’s second largest provider of translation and related technical services, with 2016 revenues of $545 million and pretax profits of approximately $80 million.
Philip Shawe and Elizabeth Elting co-founded the business in 1992 when, both in their 20s, they were romantically involved and shared a dorm room at New York University’s Stern School of Business. Working as co-CEOs, they built TransPerfect into an enterprise with 4,000 full-time employees and a network of more than 20,000 translators, editors and proofreaders working in 170 languages.
Ms. Elting owns 50% of TPG’s 100 shares. Mr. Shawe owns 49 shares and his mother, Shirley Shawe, owns one share. Unfortunately, the co-founders now no longer get along. Their disagreement over the TransPerfect business is what landed them in Delaware Chancery Court, which has not solved the problem, but exacerbated it. Delaware’s mishandling of the case has cost the company more than $150 million in court costs and litigation expenses and mounting. Remarkably, through these three years of legal turmoil, TransPerfect has continued to set new records for sales and earnings. The company has logged an astonishing 97 consecutive quarters of profitability and 25 straight years of growth.
I was retained by Shirley Shawe to argue that this forced sale is an unconstitutional “taking” of private property for a non-public purpose.
In the meantime, the Delaware court cannot seem to wait until the case is finally decided – it is currently in federal court and on its way to the U.S. Supreme Court. Under the court-appointed custodian, auction bids have already been solicited and submitted. Notwithstanding employee protests and outrage, the custodian has plowed ahead, hoping to render the result a fait accompli, without regard to new circumstances and new opportunities to resolve the case. The forced sale is a death sentence on a thriving company; we are seeking a stay of execution.
I will save most of our constitutional points for the courtroom. I note only that neither court could point to any public purpose that would result from the forced sale of a vibrantly successful company. Property takings, to pass constitutional muster, must serve a public good. Delaware’s unprecedented actions in the TransPerfect case do not even make a gesture in that direction.
The court ruled instead that the Shawes and Ms. Elting were “hopelessly deadlocked”; if the current situation were allowed to continue, it would jeopardize the viability of the company. This, despite the company’s impressive record of achieving 97 consecutive quarters of profitable growth – a trend that would likely continue in the absence of the court ordered sale.
The Chancery Court’s articulated twin goals – to “protect TransPerfect’s employees” and “to provide maximum return to the stockholders” – are at odds with its rulings. The company runs on a zero-debt basis and reinvests most of its profits in the business. This is a formula for growth, job creation, and innovation, though not for maximizing shareholder value in the short term. An auction winner – most probably a private equity firm – would be unlikely to take the same approach. Its goal would be to cash out within a few years rather than continue building something over decades. Its ability to outbid the Shawes would rely on cutting costs by sending American jobs offshore.
TransPerfect’s clean balance sheet is a perfect launching pad for a leveraged buyout (LBO), in which the investor puts down as little as possible of the purchase price and borrows the rest. The way to cover the resulting debt service is to slash payroll and benefits by replacing as many of the 2,300 salaried America jobs as possible with workers in low-cost foreign locations. This would erode the company’s reputation and competitive position over time. But in the Wall Street LBO universe, the goal of private equity firms is to manage the business in order to “flip” it in a few years so as to maximize short-term profits.
Mr. Shawe has proposed two common-sense ways of ending the dispute while preserving the long-term interests of employees and the company: He and his mother have put forward a settlement offer of $300 million for their 50 percent stake and given Ms. Elting the option to either buy the Shawes’ shares or sell them hers at that price. Ms. Elting rejected the offer.
More recently, Mr. Shawe turned the offer around, suggesting that Ms. Elting name her price and let Mr. Shawe decide whether to buy or sell. Ms. Elting has not responded to that offer. Mr. Shawe’s buy/sell option is simple, transparent, and fair. Alas, Delaware thinks it knows better. If Ms. Elting wants to cash out, the Chancery Court has said “it would be unjust to leave [her] with no recourse but to sell her 50-percent interest” to the Shawes. Forcing the Shawes into an auction, the court concluded, is the only way to provide Ms. Elting with “a fair price for her shares.”
That fair price, in the court’s view, is one based on selling the entire company, with a premium for control that wouldn’t be there if only 50 percent were on the market. Ms. Elting never negotiated for that premium and isn’t entitled to it. What comes through in the Chancery Court’s order and the Delaware Supreme Court’s decision upholding it is that a maximum return for one shareholder trumps other shareholders’ private property rights, regardless of the ultimate implications for the corporation and its employees.
The ruling in Shawe v. Elting leaves a huge question mark over Delaware’s supremacy as America’s capital of incorporation. Unless this situation is remedied by legislation, corporations will have to think twice about where they should incorporate, if they want predictability, fairness and justice. Alan M. Dershowitz is Felix Frankfurter Professor of Law, Emeritus, at Harvard Law School and represents Shirley Shawe in this case. Follow Dershowitz on Twitter @AlanDersh and on Facebook @AlanMDershowitz.
Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_BennettTransPerfect Mom Wants To Investigate Custodian’s Expenses
Source: Law360 By Matt Chiappardi Law360, Wilmington (October 2, 2017, 8:53 PM EDT) — Shirley Shawe, mother of one of the co-founders warring over control of the legal translation firm TransPerfect, launched a books and records demand to investigate the $21 million expense bill for the custodian appointed by the Delaware Chancery Court to sell the company. The lawsuit is another chapter in the ongoing saga of the business divorce between TransPerfect co-founders Philip Shawe and Elizabeth Elting. Chancellor Andre G. Bouchard ordered TransPerfect sold under court supervision in 2015 to break bitter infighting and a deadlock between the pair that the chancellor said threatened the profitable company’s financial future. Philip and Shirley Shawe have both staunchly opposed the decision, and in her records demand Shirley Shawe, a 1 percent shareholder in the company, is seeking to investigate “potential wrongdoing, mismanagement and corporate waste” connected to the custodian stemming from what she claims is “a lack of any meaningful oversight” over his invoices. Shirley Shawe claims the custodian, Robert B. Pincus of Skadden Arps Slate Meagher & Flom LLP, refuses to provide detailed invoices for his or his law firm’s time spent as custodian over the TransPerfect sale process, and has provided the court with contradictory reasons why, as well as falsely claimed that no group has raised objections or made allegations of abuse of discretion. “The custodian’s steadfast refusal to provide the requested information in spite of the extraordinary costs being incurred, and the attempts to prevent disclosure of the information, including through his counsel’s incorrect statements to the court, presents more than ‘some evidence’ to suggest a ‘credible basis’ for at least the following potential wrongdoing: mismanagement and corporate waste by the directors and officers of the company, related to, at least, a lack of any meaningful oversight of the invoices being paid vis-à-vis the services being rendered,” Shirley Shawe said in the demand. Philip Shawe told Law360 in an emailed statement Monday that Pincus would not allow any transparency into his “enormously large” itemized bills. “To my mother and I there is nothing more disheartening than seeing the court-sanctioned looting of our company,” Philip Shawe said. “The combined cost to the company and the parties, of the legal and custodian-related fees in front of Chancellor Bouchard, have now surpassed the $150 million mark. In my view, this provides the perverse motivations and incentives that driven the whole Delaware process.” Pincus and his counsel did not immediately respond to requests for comment Monday. Under Delaware law, shareholders can seek to have the Chancery Court compel a company to hand over records if they can show a “proper purpose” for doing so, usually to investigate a credible suspicion of wrongdoing. Shirley Shawe’s demand is the latest in a long line of court actions in multiple forums she and her son have filed after Chancellor Bouchard’s 2015 sale order, which was affirmed by the Delaware Supreme Court in a 4-1 decision. U.S. District Judge Gregory M. Sleet last week threw out a lawsuit Philip Shawe filed in Delaware federal court claiming the sale order violated due process and the takings clause in the U.S. Constitution, ruling it was an improper attempt to appeal a state court’s decision. The younger Shawe also sued Pincus in New York federal court, claiming the custodian was trying obtain authority to restrict him from the sale process. Shirley Shawe had filed a Chancery lawsuit to force a TransPerfect stockholder meeting where she said she would break the deadlock by voting her 1 percent stake with Elting’s 50 percent stake to Philip Shawe’s 49 percent. Elting had refused the overture because of what she said were strings attached that would alter the structure of TransPerfect’s board, and Chancellor Bouchard ruled any such meeting would be futile. Shirley Shawe’s bid for interlocutory appeal was denied by both Chancellor Bouchard and the Delaware Supreme Court. Elting and Philip Shawe have been locked in a very public battle over TransPerfect since at least 2014, when Elting petitioned the Chancery Court to break their deadlock. The pair founded the company in a New York University dorm room roughly 25 years ago and grew it into a global powerhouse that takes in hundreds of millions of dollars in revenue annually. The two were once engaged to be married, before breaking off romantic ties in the late 1990s. They remained business partners until a spectacular falling out that resulted in a tangle of messy litigation and accusations, some deeply personal. Shirley Shawe is represented by Jeremy D. Eicher of Eicher Law LLC. Pincus is represented as custodian by Jennifer C. Voss of Skadden Arps Slate Meagher & Flom LLP. The new case is Shawe v. TransPerfect Global Inc., case number 2017-0679, in the Delaware Court of Chancery. The other Chancery cases are In re: TransPerfect Global Inc., case numbers 9661, 9686 and 9700, and Shirley Shawe v. TransPerfect Global Inc., case number 2017-0306. The Delaware federal case is Shawe et al. v. Pincus et al., case number 1:17-cv-00277, in the U.S. District Court for the District of Delaware. The New York federal case is Shawe v. Pincus, case number 1:17-cv-06673, in the U.S. District Court for the Southern District of New York. –Additional reporting by Ryan Boysen, Jeff Montgomery and Chelsea Naso. Editing by Marygrace Murphy.
Robert Pincus, lawyer partner of the firm Skadden and judicial administrator of Transperfect / FOTOMONTAJE CG
Skadden, Big New York Law Firm, Faces Questions on Work With Manafort By KENNETH P. VOGEL and ANDREW E. KRAMER SEPTEMBER 21, 2017 The New York Times WASHINGTON – Five years ago, Paul Manafort arranged for a prominent New York-based law firm to draft a report that was used by allies of his client, Viktor Yanukovych, the Russia-aligned president of Ukraine, to justify the jailing of a political rival. And now the report is coming back to haunt it. The Justice Department, according to two people with direct knowledge of the situation, recently asked the firm, Skadden, Arps, Slate, Meagher & Flom, for information and documents related to its work on behalf of Mr. Yanukovych’s government, which crumbled after he fled to Russia under pressure. The request comes at a time when Mr. Manafort, his work for Mr. Yanukovych’s party and for Russian and Ukrainian oligarchs as well as the handling of payments for that work have become focal points in the investigation of the special counsel, Robert S. Mueller III, into Russian meddling in the 2016 presidential election, and connections between Russia, Mr. Trump and his associates. It’s unclear if the Justice Department’s request to Skadden, as the firm is known, is part of Mr. Mueller’s inquiry. But the interest from prosecutors in what Skadden did for the Ukrainian government is one indication of the wide-ranging nature of the inquiries related to Mr. Manafort. It also highlights the risks associated with advising authoritarian governments overseas, a lucrative sideline among Washington lawyers, lobbyists and public relations consultants. Mr. Manafort played a central role in the effort to shield Mr. Yanukovych from international condemnation, according to consultants involved in the effort. He devised the strategy and recruited lobbyists, lawyers and public relations consultants from across the political spectrum, but left the day-to-day implementation of the campaign to others. Skadden’s report was one element of that strategy. Its conclusions provided a counterpoint to international critics who said that Mr. Yanukovych’s government had prosecuted and convicted the former Ukrainian prime minister, Yulia V. Tymoshenko, on corruption charges in 2011 for political reasons and without sufficient evidence. That kind of international consulting by American firms traditionally has not drawn much scrutiny from regulators or the media, but that has changed in the last year, thanks largely to Mr. Manafort’s role as Mr. Trump’s campaign chairman in 2016 after years collecting multi-million-dollar paydays from Russian and Ukrainian oligarchs and political parties. As part of Mr. Mueller’s investigation, prosecutors last month issued grand jury subpoenas seeking testimony from officials from at least two lobbying and public relations firms that worked on the team Mr. Manafort assembled to plead Mr. Yanukovych’s case in Washington – Mercury Public Affairs and the Podesta Group, according to two people with direct knowledge of the subpoenas. The firms were paid more than $1.1 million each to try to rally support among American policy makers and opinion leaders for Mr. Yanukovych, and the firms’ lobbyists cited the findings in Skadden’s report to quell mounting concerns about his leadership. The subpoenas for Mercury and Podesta – which followed an earlier round of subpoenas to the firms for documents and information related to their Ukraine work – focused on “Manafort’s money – where it came from, how he got it, what he did with it,” according to a person familiar with the inquiries. Officials at Mercury and the Podesta Group did not respond to requests for comment. Through a spokesman, Mr. Manafort declined to comment. Federal agents raided his Virginia home in July, confiscating documents and copying some of his computer files. Shortly afterward, prosecutors working for Mr. Mueller told Mr. Manafort they planned to indict him. The Justice Department’s request for information about Skadden’s Ukrainian work came after Ukrainian prosecutors asked their American counterparts for assistance in pursuing an inquiry into alleged illegal spending by Mr. Yanukovych’s government. That inquiry included payments to Skadden, though the Ukrainians have not accused the firm of any crime. The Ukrainians nonetheless requested that the Justice Department question Mr. Manafort and Skadden’s lead lawyer on the case, Gregory B. Craig, who had served as President Barack Obama’s White House counsel. Mr. Manafort’s team hoped that the involvement of Mr. Craig, who maintained deep connections to Washington’s Democratic establishment, might win Mr. Yanukovych a more favorable reception with the Obama State department, according to the consultants who worked on the issue. Yet they said that even employees of Mercury and Podesta regarded the report as a “whitewash” that did little to address valid concerns about Mr. Yanukovych’s government. The report was concluded in September 2012 – just before one of Mr. Manafort’s daughters started work as an associate at Skadden – and released in December 2012. The day after its release, Victoria Nuland, a State Department official at the time, called it “incomplete,” at a department press briefing, saying that it “doesn’t give an accurate picture.” She said the State Department was concerned that “Skadden Arps lawyers were obviously not going to find political motivation if they weren’t looking for it.” In a recent interview, John E. Herbst, a former United States ambassador to Ukraine, went further. He said that Skadden “should have been ashamed” of the report, calling it “a nasty piece of work.” Mr. Craig declined to comment. Under the Foreign Agents Registration Act, or F.A.R.A., anyone engaged in lobbying or public relations for foreign governments must register with the Justice Department. But in a statement this month, Skadden contended that “none of our attorneys engaged in any activity that required them or the firm to register under F.A.R.A.” The firm also asserted that its report “did not opine about whether the prosecution was politically motivated or driven by an improper political objective” – an assertion that narrowly avoids directly contradicting the report’s conclusion that “Tymoshenko has not provided clear and specific evidence of political motivation that would be sufficient to overturn her conviction under American standards.” Rather, the firm’s statement said that Ms. Tymoshenko “was denied basic rights under Western legal standards,” was “improperly incarcerated during the trial” and that “in the West, she would receive a new trial.” In June, Skadden refunded $567,000 to the Ukrainian government – about half of the total it was said to have been paid by Mr. Yanukovych’s government. The firm suggested in a statement that it returned the cash because the money had been placed “in escrow for future work” that never took place. Less than a year and a half after the release of the Skadden report, Mr. Yanukovych fled the country amid street protests over his government’s corruption and its pivot toward Moscow. Under the government that succeeded Mr. Yanukovych, the country’s general prosecutors office – Ukraine’s version of the Justice Department – opened criminal corruption investigations into Mr. Yanukovych and members of his government, including his justice minister, Oleksandr Lavrynovych. Court documents in the case against Mr. Lavrynovych alleged that Mr. Manafort “designed a strategy” to enlist Skadden to “confirm the legality of the criminal prosecution of Yulia Tymoshenko and … reject any political motives of such prosecution.” Mr. Lavrynovych’s lawyer, Yevgeny V. Solodko, rejected the charges against his client, characterizing the case as a politically motivated crackdown on officials from the former government. The general prosecutor’s office, under a mutual legal aid agreement with the United States, began asking the Justice Department and the F.B.I. for assistance with the investigation into Mr. Lavrynovych starting in late 2014. But neither the Justice Department nor the F.B.I. had responded to the requests as recently as March, when the F.B.I. director at the time, James B. Comey, was asked during a congressional hearing why the Ukrainian requests for assistance had gone unheeded. More recently, Ukraine’s prosecutor general, Yuriy Lutsenko, acknowledged in written responses to The New York Times that his office had begun working with the Justice Department to investigate the payments from the Ukrainian Justice Ministry to Skadden. Asked whether Ukrainian prosecutors are assisting in Mr. Mueller’s investigation, Mr. Lutsenko’s office was coy. In a statement, it said that it had not publicly disclosed any such cooperation, but it also noted that not all international judicial cooperation can be disclosed. Representatives for Mr. Mueller’s team and the Justice Department declined to comment. Kenneth P. Vogel reported from Washington and Andrew E. Kramer from Moscow. Charlie Savage contributed reporting, and Kitty Bennett contributed research. Kenneth P. Vogel reported from Washington and Andrew E. Kramer from Moscow.Please note new e-mail address [email protected]The picture below says it all! In the Barcelona newspaper, the picture of court appointed custodian Robert Pincus in the TransPerfect Global case surrounded by his money is an indication of the rip off of the century! Robert Pincus, according to my information, with the absolute approval of Chancellor Andre Bouchard, has apparently charged exorbitant and unnecessary fees to the complete detriment of this successful company and its employees. Pincus and his buddies are literally becoming multi-millionaires at TransPerfect’s expense. This is a legal bilking to profit friends of the Judge. In reality, I believe it is intrinsically criminal and Chancellor Bouchard is responsible. There needs to be a criminal investigation by the Attorney General of the State of Delaware or perhaps the FBI ! Please read below what a mockery of our state has been made around the world:
The forced sale of TransPerfect has cost the company $ 20 million in lawyers
A US association claims that several companies are enriched by the conflict while 4,000 workers fear for their jobs
CARLES BALLFUGÓ 14.09.2017 11:35 h Delaware Supreme Court Judge André Bouchard’s decision to order the forced sale of the Transperfect translation multinational has cost the company more than $ 20 million to hire a variety of law firms , investment companies and specialized entities in mergers and acquisitions. According to a piece of advertising by the Citizens for a Pro-Business Delaware’s association (CPBD) published on full page in various media, a dozen signatures would be enriching themselves with the shareholder conflict that the company lives. The advertising piece which has had access Global Chronicle also notes that Robert Pincus, a lawyer partner at law firm Skadden and custodian (judicial administrator) of Transperfect , would be getting a salary of $ 1,425 an hour, about 1,200 euros, for overseeing the controversial sale force of the company.HAZARD JOBS
Through this action, the association CPBD wanted to point out that while several companies invoice huge amounts of money to the company under Pincus, the 4,000 employees of the company worldwide, 500 of them in the operating center of Barcelona , continue fearing for their jobs if the forced sale of the multinational of translations is finally executed . A few months ago, Delaware Supreme Court Judge Andre Bouchard ordered the company’s forced sale to resolve the stakeholder conflict between the company’s co-founders, former Liz Elting and Phil Shawe, whose relationship is more deteriorated than ever and their positions in regard to the company, the antipodes of each other.WITHOUT PRECEDENTS
The forced sale of a successful private company is an unprecedented move in United States history and its precursors, Judge André Bouchard and attorney Robert Pincus, may be breaking the legal limits,according to experts familiar with the case. The purchase of Transperfect by a private equity fund would entail relocation and dismissal, as has already happened with the company Lionbridge, Transperfect’s largest competitor globally, which relocated the centers of Spain and France and destroyed thousands of jobs.
Paranoia reigns in the mind of the Delaware Chancery Court-appointed Custodian, Robert Pincus. He is seeking — through a Court order — to find out who is leaking information that shows just how insidious his administration of TransPerfect Global actually is!
In my opinion, Custodian Pincus is using a false premise to go after employees because he’s embarrassed by Skadden Arps’ outrageous fees being made public, and things being said about him in the news. He’s a court-appointed receiver folks — his bills should be public. The way Bouchard is letting Pincus hide his bills in darkness is similar to what he did for his old friend, Elting’s attorney Kevin Shannon at Potter Anderson — making TransPerfect and/or Philip Shawe pay legal bills with no ability to challenge the reasonableness of the fees. His fees should be public. Instead, Pincus is conducting a witch-hunt for employees, which is exactly what he promised employees he wouldn’t do.
Plus, Pincus has not made good on his promise to let employees bid for their company. And, my sources say the custodian could stymie the quarterly press release, which has been a stellar publication, quarter over quarter, for years now. Folks, there is only one way I see this, Pincus is dirty, and he’s trying to mask the truth by silencing employees and sealing everything possible under a court order, with the nefarious help from his former business partner and crony of the Delaware Chancery Court, Chancellor Andre Bouchard (who adjudicated the most heinous and inequitable decision in U.S. business history). Pincus’ rate of $1,425 per hour is three times the rate of most court-appointed receivers. Bouchard has managed to let his buddy fleece TransPerfect out of millions of dollars.
It is the opinion of this writer that Pincus has illegitimately taken advantage of his position. Why should this Custodian be allowed to get rich off the back of this prosperous company and its employees who have helped build the company to what it is? And then not allow them to bid on ownership of the company in order to save their jobs? I’m hearing speculation from employees that Lionbridge (a competitor) could very well buy the company and possibly outsource many American jobs. Employees should not be silenced by the courts in stating the truth. This is America! And, as disappointing as it may be to Bouchard and Pincus, Free Speech is guaranteed by the Constitution.
Please read the article below from “Delaware Business Now” about this sensational saga, that is now before a New York Court where hopefully some real justice might transpire in contrast to the Kangaroo Chancery Court in Delaware!
I am going to beat this drum until justice is served and these wrongs are righted. Read below folks.
Sincerely Yours,
JUDSON Bennett-Coastal Network
Judson Bennett Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_BennettCustodian seeks info on employee ‘leakers’ in disputed TransPerfect sales effort
By Delaware Business Now – August 25, 2017 The battle over the sale of translation service TransPerfect now extends to the public relations effort from an employee group. Tusk Strategies and Chris Coffey of Citizens for a Pro-Business Delaware have asked a New York court to quash the nonparty subpoenas and for a protective order. The custodian working to effect a sale of the company claims leaks from employees are hampering the process of selling the company. “The Subpoenas that Petitioners challenge are designed to chill civil discourse on a matter of public importance,” Chris Coffey stated. “This court-ordered sale is unprecedented. It is the first time a Delaware court has forced the sale of an ongoing and profitable Delaware company without stockholders’ consent. The forced sale has potentially significant implications for the future of TransPerfect’s employees’ jobs.” Coffey continued, “Throughout the sale process, Citizens has tried to draw attention to its members’ concerns about the sale process and its implications. To that end, in late July 2017, Citizens ran (1) a press release referencing concerns that one potential bidder might move their jobs offshore, and (2) another press release and advertisement that listed the fees charged by the Custodian and the many advisors he has hired to assist him in selling the company, collectively totaling more than $20 million over an 18-month period. In response to these two press releases and advertisement by Citizens, the Custodian claims he needs to identify any TransPerfect employees who allegedly disclosed this information – notwithstanding that much of this information was already public.” Coffey concluded, “The Subpoenas are vastly overbroad and duplicative, and they are nothing more than an attempt to cause ‘unreasonable annoyance, expense, embarrassment, disadvantage, or other prejudice’ to Tusk and Coffey – and, by association, Citizens — as a consequence for the assistance they provided to TransPerfect employees and Delaware citizens in voicing their concerns regarding the Delaware court’s unprecedented actions.” Citizens for a Pro-Business Delaware has been running advertisements and issuing press releases opposing the sales process. Citizens has drawn the ire of the custodian, members of the corporate bar and some legislators for its advertisements and press releases that indicate the dispute will harm the state’s incorporation business, a key source of tax and fee revenues. The sale process comes after co-owners Philip Shawe and Elizabeth Elting have been unable to come up with an agreement to sell the company.
1. A judge should uphold the integrity, independence and impartiality of the judiciary. RULE 1.1 Compliance with the Law. A judge should respect and comply with the law, including this Code of Judicial Conduct. Comment: Deference to the judgments and rulings of courts depends upon public confidence in the integrity and independence of judges. The integrity and independence of judges depends in turn upon their acting without fear or favor. Although judges should be independent, they should comply with the law, as well as the provisions of this Code. Public confidence in the impartiality of the judiciary is maintained by the adherence of each judge to this responsibility. Conversely, violation of this Code diminishes public confidence in the judiciary and thereby does injury to the system of government under Rule l RULE 1.2 Promoting Confidence in the Judiciary. (A) A judge should act at all times in a manner that promotes public confidence in the integrity and impartiality of the judiciary and should avoid impropriety and the appearance of impropriety in all activities. Comment: Public confidence in the judiciary is eroded by irresponsible or improper conduct by judges. A judge must avoid all impropriety and appearance of impropriety. A judge must expect to be the subject of constant public scrutiny. A judge must therefore accept restrictions that might be viewed as burdensome by the ordinary citizen, and should do so freely and willingly. The prohibition against behaving with impropriety or the appearance of impropriety applies to both the professional and personal conduct of a judge. Because it is not practicable to list all improper acts, the proscription is necessarily cast in general terms that extend to conduct by judges that is harmful, although not specifically mentioned in the Code. Actual improprieties under this standard include violations of law, court rules or other specific provisions of this Code. The test for appearance of impropriety is whether the conduct would create in reasonable minds, with knowledge of all the relevant circumstances, that a reasonable inquiry would disclose, a perception that the judge’s ability to carry out judicial responsibilities with integrity, impartiality and competence is impaired. In conducting such activities, the judge should act in a manner consistent with this Code. (B) An independent and honorable judiciary is indispensable to justice in our society. A judge should participate in establishing, maintaining and enforcing high standards of conduct, and should personally observe those standards, so that the integrity, independence and impartiality of the judiciary may be preserved.”It’s time for the legislature to appoint a special commission to investigate this whole situation. It is clear to me that this case was poisoned for the Shawes before they even walked in the courtroom. This explains why Kramer Levin, Elitng’s primary counsel in New York chose as their Delaware counsel, Kevin Shannon since they had all served as co-counsel in the Disney case, one of the biggest cases in the history of Delaware and of course Bouchard was co-counsel as well. Delaware’s reputation was called into question this week by an article that came out on March 20 in The Wall Street Journal. The article, “Dole and Other Companies Sour on Delaware as Corporate Haven,” notes that Delaware’s business-friendly reputation is no longer justified. The last thing Delaware needs now is the Chief Chancellor being allowed to engage in unchecked judicial action which in my opinion can easily be construed as corruption. The judicial branch is the least democratic of all of our government, and a recent poll showed 70% of Delawareans disagree that the Court should have the power to force the sale of a profitable company. I again call upon the legislature to act. Stay tuned. Best regards, JUDSON Bennett Please note new e-mail address, [email protected]
“In my opinion the sanctions decision itself is indicia of an extreme court bias against Mr. Shawe. Although Mr. Shawe was given notice on particular grounds, the court permitted Elting’s team to change its theory at trial without proper notice because Elting had insufficient evidence of the issue they had sought to sanction Mr. Shawe for: alleged spoliation? The “evidence” against Mr. Shawe on spoliation was almost exclusively based on lawyers’ arguments (not evidence by definition in any court) and a cherry-picked paid “expert” witness who had never testified before in a U.S. Court. The truth of the matter is that Mr. Shawe provided more discovery than Elting produced, and her legal team could not identify a single document that allegedly had been destroyed or withheld and caused her “prejudice.” In fact, she claimed victory on the merits. Indeed, after the merits trial, Elting’s “expert” admitted that his findings used as a basis for filing the sanctions motion were untrue, because he had not investigated the issue well enough before Eltings’ team made the allegation. Faced with this deficit of evidence, Elting’s lawyers appeared at the sanctions trial with a new theory of “lying” which had never been raised before. Shawe was tried and sanctioned for allegedly “lying” without due process.
As a consequence, it is neither surprising (i) that the court did not find the deletion of relevant evidence nor (ii) that Mr. Shawe’s attorneys were not adequately prepared to defend him against the variance in trial theory. Such unfairness is not consistent with due process. Had they been given notice of the new “lying” theory (including what issues he allegedly lied about and when), it is likely that Mr. Shawe’s lawyers could have prepared and presented evidence demonstrating that the differences in recollection were nothing more than just that – with other disclosures in the record that make them immaterial.
The recent ruling on the amount of sanctions to be paid is more of the same from the Chancellor. Although the court did reduce the fees in some instances, it utterly failed to provide due process with respect to the reasonableness of many of the fees claimed. The most extreme example of this failure is the acceptance of more than $1.4 million in merits fees from the Potter firm based on the affidavit of Mr. Shannon without any actual billing descriptions to back up the claim. It begs the question: How can the reasonableness of fees be assessed if the court doesn’t even know what was done? It also lends some weight to the speculation by others that there is a reported personal and professional relationship between Mr. Shannon and the court which may be affecting this case. Regardless, accepting more than $1 million in fee claims without requiring backup is contrary to traditional notions of fairness. Mr. Shawe is considering his appellate options.
There also have been other indicia of court bias against Mr. Shawe. During the merits trial, the Court had to address Elting’s allegations of wrongdoing leveled against Mr. Shawe relating to his review of her emails on the public company server. Mr. Shawe asserted that the emails proved that Elting committed fraud and requested that Chancellor Bouchard examine the emails in camera (in private) because they proved fraud. The court was well aware that if fraud was found, it would remove the emails from any supposed claim of “privilege” (under the crime-fraud exception), but Chancellor Bouchard inexplicably refused to review them – yielding to Elting’s position with no basis in law. Chancellor Bouchard abandoned his sworn duty to equity and justice in this regard. Instead, without consideration of the content, for the purpose of the merits case he suppressed the very emails which may prove that Elting and her attorneys engaged in a scheme to provoke Mr. Shawe and create actionable discord in the company. These and other indicia of bias (such as the remarkable success rate of Elting’s team on all motions – which her attorneys bragged about (in a Law360 article) are particularly concerning, given the recent unsolicited and inappropriate negative public statement by Vice Chancellor J. Travis Laster which was directed at the free speech activities of Transperfect employees who have been appealing to the media and the public. It is the duty of judges and lawyers to avoid the appearance of impropriety and this unprecedented instance of one sitting judge commenting on the active case of another may not be consistent with that mandate – especially when it may be interpreted as an attempt to quell first amendment rights.
At this point, the case has been certified for interlocutory appeal, and I am confident that the Delaware Supreme Court will reverse both the sale order and sanctions order based on the law. With respect to the sale order, ponder this: the facts reported in the decision by Chancellor Bouchard clearly support a finding that Elting breached her fiduciary duty by refusing to consider real estate and merger/acquisition opportunities without regard to their merit, so how is it possible that a person with unclean hands (ELTING!) can come to Chancery Court and obtain relief? When similar claims were brought by Elting in New York State court, it was tossed out with the sense that the whole litigation was absurd and the parties needed to come to a solution on their own. Justice Schweitzer specifically found that it was “unclear who drew first blood.”
Mr. Shawe is resolute that the company never faced irreparable harm, regardless of any alleged acrimony between the shareholders. TransPerfect’s performance in 2015 was more successful than 2014, and it is on pace to perform even better in 2016 despite the litigation. He is confident that the company will continue to prosper and reiterates his offer of $300 million cash to Ms. Elting for her shares.”
There you have it folks. I believe that Chancellor Bouchard is suspect and deserves intense scrutiny in regard to his actions in this case. As always your comments are welcome and subject to being forwarded. This is the latest in a series of articles on the infamous TransPerfect case. This case originally caught my attention because it involved newly-appointed Chief Chancellor Andre Bouchard. I had previously written an article about Bouchard and his apparent political cronyism in the Sussex County Registrar of Wills office and how he appointed three different clerks, who were completely incompetent. Bouchard surprisingly responded to my article in writing, which indeed was highly unusual. There was no doubt that I had struck a significant nerve. His message was filled with non-answers and circular reasoning and it was obvious he was way off-base. You have to ask yourself, has he gotten himself in the same boat in the TransPerfect case?
Now, we are close to a year-and-a-half later with the TransPerfect case still not yet certified for an appeal. We have the appointment of a custodian, who is, of course, a former law partner of Bouchard’s. Since that time, TransPerfect has been forced to incur an incredible and outrageous $8 million dollars in fees — and the number grows daily! This boggles the mind!? Let’s think about this, folks… Phillip Shawe is running a $500-million-dollar company for 24 years and has never had an unprofitable year. Now the Court comes in with no experience in this business and forces TransPerfect to spend $8 million dollars on Bouchard’s cronies to date and this case continues and the millions mount! How and why can this blatant stealing from this company continue?
Additionally, the very employees who made this company a success are expressing their outrage at the Chancellor’s decision! They work in fear of being fired by this custodian. One courageous employee had the nerve to stand up to the Chancellor’s unlawful violations of the employees’ First and Fourth amendment rights — and filed a Federal Lawsuit against the Chancellor and the custodian!
Apparently Judge Bouchard and his custodian went after personal e-mail accounts and potentially cell phones of TransPerfect employees, and if they refused, the workers could be terminated! Folks, I don’t know what you call this, but I call it unconstitutional, illegal, and grounds for impeachment! I have never heard of or seen a worse case of judicial overreach, cronyism, and possible corruption in any Delaware Court in my life time.
In my opinion, Chancellor Bouchard has cast a dark shadow over the once pristine reputation of the Chancery Court and the great state of Delaware, as the nation’s corporate capital. The press is watching, folks! Last Sunday’s Delaware News Journal ran a front page cover story shedding light on Bouchard’s shenanigans, but this just scratches the surface. There is much more to tell, and the future of Delaware as the incorporation capital of the world, and therefore its economy, is seriously at stake.
It appears that Bouchard is playing favorites with Plaintiff Elizabeth Elting’s local counsel, his 20-year friend, Kevin Shannon of Potter Anderson. You are reading it here first, folks… soon I predict many companies will be refusing to do business in Delaware because of this case! Bouchard’s insidious actions in The Chancery Court and his apparent efforts to enrich his buddies at the expense of the hardworking people of TransPerfect must stop. Bouchard’s decisions have weakened the credibility of Delaware’s Equity Court and the world is watching.
It is time for the people of Delaware to call their local legislator and say no to cronyism and no to obvious improprieties. We must demand an investigation, folks, and somehow we must stop this! No one is above the law, and this includes Andre Bouchard. We must send a strong message to corporate America that Delaware is still a place to do business before it’s too late. Stay tuned……..much more to come!
As always, your comments are welcome.
SOURCE:
http://hubpages.com/business/The-Appearance-of-Corruption-and-Cronyism-Continues
SENATE CONCURRENT RESOLUTION NO. 91 ENCOURAGING THE DELAWARE STATE BAR ASSOCIATION, ITS CORPORATE LAW SECTION, AND THE COUNCIL OF THAT SECTION TO EXAMINE THE STATE’S BUSINESS BUSINESS ENTITY WITH AN EYE TOWARDS MAINTAINING BALANCE, EFFICIENCY, | Source
Summary of bill
The bill is online and HubPages does not allow duplicate content, even if repeating the bill’s text. So here is the summary and use the links above to read it in its entirety.
Purpose:
Encouraging the Delaware state bar association, its corporate law section, and the council of that section to examine the state’s business entity with an eye towards maintaining balance, efficiency, fairness and predictability.
SYNOPSIS
This Resolution encourages the Delaware State Bar Association, its Corporation Law Section, and the Council of that Section, to examine the State’s business entity laws with an eye towards maintaining balance, efficiency, fairness, and predictability.
Respectfully Submitted
I have been a staunch defender of Delaware and this issue is lurking, and still too few are paying attention. We need to change the “who cares?” atmosphere.
Are you with me?
Respectfully Submitted,
JUDSON Bennett-Coastal Network
Judson Bennett
A court drama being played out may result in TransPerfect’s two chief competitors in the translations services industry seeing increased revenue.
Lionbridge Technologies (LIOX), based in Waltham, Mass., is the largest translation services company in the U.S., with revenue of $560 million last year. TransPerfect is the second largest in the U.S., with revenue last year of $505 million. London-based SDL (SDLLF) could also benefit.
While beating its rival handedly in growth and profits, TransPerfect is experiencing a serious power struggle in the executive suite that has ended up in the courtroom. Lionbridge has attempted to capitalize on this controversy and courtroom drama by planting seeds of doubt on the future of TransPerfect with its customers.
However, this may not be the boon LIOX is expecting. Although TransPerfect’s power struggle began in 2013, it has shown no signs of slowing down the company. So far this year, sales are up more than 11% with May being the most successful month to date. Whatever the Delaware Chancery Court decides, there will inevitably be a lengthy appeal process and co-founder visionary Phil Shawe has made it clear that he is not going anywhere.
The Delaware state court’s apparent willingness to step into the affairs of a private company has come under fire from many directions, including most-notably former New York City Mayor Rudolph Giuliani, who criticized Delaware’s new Chief Chancellor Andre Bouchard (a Canadian) for an “un-American” decision that was overreaching, intrusive, and against American free-market principles.
Co-CEO and fellow shareholder Elizabeth Elting, who according to many employees has a very limited role in the day-to-day functions of the company, is suing for TransPerfect to be dissolved and force-sold to the highest bidder. When Elting co-founded the business with Shawe 24 years ago they had had a romantic relationship, but that ended years ago. She now claims the two cannot work together anymore and that the New York-based company should be auctioned off because she is upset with their personal relationship. It is also obvious that Elting is now using the court as a weapon to maximize her buyout price.
Shawe recently offered $300 million cash to buy her half of the company. In an attempt to extract more money from Shawe, Elting recently told Forbes Magazine that she intends to counter, but no offer has been forthcoming. It appears Elting believes the Delaware Court will give her a better exit strategy than she can achieve through negotiation, and thus, is content to wait it out until Bouchard’s decision and all appeals, are rendered final.
TransPerfect is the largest privately-held company in the $35 billion translation services industry. With 4,000 employees in 100 cities on four continents TransPerfect is capable of translating more than 170 languages. It has a vast array of clientele, including almost every Fortune 500 company, such as USPS, IKEA, Johnson & Johnson, and Hilton Worldwide.
Elting has used a strategy of saying “no” to all routine decisions to create “deadlock” under Delaware law, and therefore wants the court to auction the company to the highest bidder. Unable to find a judge receptive to her case in New York , she filed a second lawsuit two years ago in Delaware. In the non-jury trial, despite the fact that Elting couldn’t produce one witness to corroborate her testimony, while Shawe presented 10 witnesses on his behalf, the judge sided with Elting on dissolution, and appointed a custodian to oversee a sale process.
This means for the first time in U.S. history, a private, profitable company that has not been accused of any wrongdoing or impropriety is being put on the auction block. Although the harm caused by Chancellor Bouchard’s use of the word “sale” has raised eyebrows with many TransPerfect employees and customers, Bouchard also said he believed that Shawe was the most logical buyer. In the meantime the court has put a middleman in charge of the company for the purpose of having it dissolved and force-sold against the wishes of two of its three shareholders. Elting owns half, while Shawe and his mother own the other 50%.
It appears the employees, TransPerfect’s most important assets, are extremely upset with Bouchard and his apparent willingness to rely on the uncorroborated testimony of one witness who serves no meaningful role at the company. Hoping to save the company they work for, as well as their jobs, the employees wrote to the judge before he rules on the bizarre case currently before him.
On April 26, TransPerfect’s employees sent two letters to Bouchard; Peter C. Schwartzkopf, the speaker of the Delaware House of Representatives; other members of the Delaware house; and the media to present their perspective before a final ruling in the case.
In order to inform the public of their situation, a group of 610 TransPerfect employees called Citizens for a Pro-Business Delaware ran radio ads on local Delaware stations. They also placed a two-page advertisement in the Delaware News Journal that reprinted the contents of each letter. So far, the employees have not received a response from Bouchard, who has issued a series of unprecedented decisions that are so unusual and blatantly one-sided that observers say they are not based on law and equity.
Shawe’s lawyer Martin Russo of New York law firm Gusrae Kaplan Nusbaum told Slator.com , “Ms. Elting has the right now to sell her shares on the open market without interference from, or affecting Shawe’s ownership rights; but that she chooses not to take the market price is an indicator as well. Shawe’s $300 million offer is magnanimous, and is surely better than (what Ms Elting) would get as a 50% owner on the market.” Russo told the website the value represents 10x the company’s after-tax cash flow profits of 30 million and described the $300 million offer for Elting’s 50% stake as “extremely generous.”
However, if Elting refuses the offer and forces the sale, this could provide a big opportunity for either Lionbridge or SDL to purchase TransPerfect and become the undisputed leader of the translation industry.
Sworn Testimony about Phil Shawe’s Devotion
Rick Bell’s Delawareinc.com | Source
Rick Bell
“Jud,
As you know, we form Delaware companies for people. In fact, we form more than 15,000 new Delaware companies per year for people from all across the USA and all around the world. On a good day, we’ll form more than 50 new Delaware companies. There are many companies like ours, except we are different in that we form ONLY Delaware companies. Most of the other companies in this business will form a company in all 50 states.
The Court of Chancery decision you are referring to is one of the most significant stumbling blocks to many entrepreneurs choosing Delaware. The decision may be justifiable to the chancellor, but it is a disaster for Delaware’s image.
When people are making a decision as whether to choose Delaware or their home state, they take a leap of faith that Delaware will be better for them. Specifically, they perceive Delaware as protecting Directors and treating stockholders fairly. This case has everyone thinking that Delaware is unpredictable and makes rogue decisions that could literally assassinate your company even if you’ve been successful in the marketplace.
If it is reversed by the Supreme Court Delaware will be better off.”
Richard H. (Rick) Bell, II
Chairman & CEO
Harvard Business Services, Inc.
16192 Coastal Highway
Lewes, Delaware 19958
Delaware is the Corp Capital
What should Judge Bouchard do?
Bouchard wasted no time in leaving his mark on the court with one of his first big cases, Elting v. Shawe C.A. No. 9700-B. It makes it clear that Bouchard is going to do things his way whether or not the law and evidence agrees with him. This decision is not so surprising considering Bouchard’s history of cronyism at the Register of Wills office in Sussex County. This case couldn’t help but remind me about the piece I wrote, on April 8, 2016, when I learned that one of the attorneys was Kevin Shannon from Potter, Anderson and Corroon. Mr. Shannon and Chancellor Bouchard have an illustrious history together, both working on the infamous case “In Re The Walt Disney Company Derivative Litigation” when Bouchard was a practicing attorney. In that case, a derivative action was brought on behalf of the shareholders disputing the $100 million payout Disney gave to Michael Ovitz after he was fired. Bouchard represented Disney and Mr. Shannon represented a fellow Board member Sanford Litvack.
Mr. Shannon and Chancellor Bouchard as recently as March 16, 2016 were co-panelists together in New Orleans at a Tulane University law panel. Considering Chancellor Bouchard’s history, it comes as no shock that Mr. Shannon’s client not only won the case but as far as I can see, every motion as well. He even held a hearing to sanction Mr. Shawe for, in part, reading his partner’s emails that were open and available on the company server – stating that the company privacy rules did not apply to her. Could this have been done as a means to make Shawe pay Elting’s outrageous buyout demands? For the record, as a few publications reported this week, Shawe offered her $300 million this week and if she declines or refuses to make a counter offer, this should tell any reasonable person which party wants to come to a settlement and which one is playing games?
While I have fervently criticized Chancellor Bouchard in the past, it seems he has truly gone off his mandate in this instance by ignoring evidence indicating the possibility of tampering, and intent to take down a company from within? Instead he has focused on intemperate emails between the two partners to dissolve a thriving and profitable company, while ignoring suspicious irregularities whereby there were, according to Phil Shawe’s defense team, serious breaches of fiduciary duty?
Employee Campaign
In case you haven’t seen the case, which I’ve written about twice in recent weeks, let me sum it up for you here: Bouchard’s Delaware Court of Chancery ordered the sale of a $500 million profitable translation business because one of the partners who has a very limited role at the company claimed there was a deadlock. The fact that the company has been and continues to make record profits makes this decision all the more disturbing because this has never happened before in the history of Delaware!
After reading the various papers in the court file it is very obvious in my opinion that Ms. Elting seems to be manufacturing deadlock and using the court to gain a payout she could never get if she sold her shares on the open market. So why is this a concern for the people and the great state of Delaware? Chancellor Bouchard is sending a message to corporate America that if you are having any squabbles at a board meeting then by incorporating in Delaware you risk the court selling your company out from under the rightful owners.
The decision was so outrageous that former New York Mayor Rudy Giuliani chimed in and has been strongly critical of the decision. Giuliani said, “it is unAmerican for the court to break up a thriving successful company just because two directors are having some disagreements.” The last thing Delaware needs with all of its other economic problems is a mass exodus by corporate America.
I applaud Giuliani’s efforts because someone needs to come to Delaware with a big broom and sweep out this mess. I said it before and I’ll say it again… the bottom line is that a very well politically connected lawyer who was appointed Chief Chancellor of the State of Delaware’s Chancery Court — even though he never served a single day on the bench, is in my opinion, making arbitrary decisions that seem to have no basis in law or fact. He apparently favors a single litigant (the plaintiff) whose attorney has a long-standing relationship with the Chancellor himself. This is indeed the appearance of an impropriety and most likely will be part of an appeal by Shawe’s legal team, if they so desire.
From my perspective, I believe it is no coincidence that Chancellor Bouchard either got this totally wrong, or is making sure “his” people are taken care of. Nothing could be more compelling than the dissatisfaction of more than 600 employees of TransPerfect themselves who took out two full page ads in the Delaware News Journal expressing their opinion that there was no dysfunction at TransPerfect and that the Chancellor’s decision will inevitably result in the loss of many jobs, if not the total downfall of this extremely successful business.
Chancellor Bouchard should know and care that people’s livelihoods are at stake and the corporate world is watching. This is his first big case, and it will not only define his career, but risks the future of Delaware as the state of choice for corporate America.
Open Letter to Chancellor Bouchard
600 TransPerfect employees are urging Chancellor Bouchard to maintain the company management and leadership teams | Source
Prepared by Judson Bennett
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
What Should Chancellor Bouchard Do?
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Chancellor Andre Bouchard
Misguided Delaware Chancery Court Chancellor Andre Bouchard | Source
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