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Dear friends, I’ve heard from quite a few of you about new Chancellor Kathaleen McCormick needing to take Delaware’s Chancery Court in a new direction. You my readers are alarmed that she’s possibly taking our equity court backward by making a too-swift decision to deny TransPerfect due process and approve Skadden’s past billing practices in the case, as you’ll see in the story below. Folks, “Delaware Way” cronyism has to end. There’s still time for McCormick to do the right thing in the Court of Chancery. Keep your feedback coming and write to your Delaware legislator to demand that McCormick save Delaware’s Chancery Court while there is still time. Keep your comments coming! Sincerely yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/judson_bennett”]JUDSON Bennett-Coastal Network[/avatar] Citizens for a Pro-Business Delaware Slams Ongoing Cronyism of Chancery Court Under New Chancellor McCormick A History of ruling without due process breeds mistrust and injustice in courts June 28, 2021 09:12 AM Eastern Daylight Time WILMINGTON, Del.–(BUSINESS WIRE)–Recently, lawyers for TransPerfect Global requested an alteration on new Chancery Court Chancellor Kathaleen McCormick’s swift decision to deny due process and grant Skadden Arps’ motion approving of their past billing practices. For years, TransPerfect has asked for transparency in billing practices bythe Chancery Court-appointed Custodian of the company, Skadden Arps’ Robert Pincus, after having been billed more than $44 million in “undocumented fees and costs” over the past several years. The request also identified four different federal cases, which TransPerfect or its affiliates had to file to, and urged Chancellor McCormick, who replaced outgoing Chancellor Andre Bouchard, to bring transparency, efficiency and fairness to the proceedings. The letter to Chancellor McCormick wrote that “Pincus’s gamesmanship and bill churning continues with these motions and refusal to engage in discussions towards compromise solutions to outstanding issues… Encouraging and rewarding motion practice and scorched-earth tactics over compromise is the antithesis of judicial efficiency and has an antithetical result.” Said Chris Coffey, Campaign Manager of Citizens for a Pro-Business Delaware: “TransPerfect employees created Citizens so that other workers would not have to experience the fear of having their livelihoods in the hands of an opaque and out-of-touch Chancery Court. With the appointment of Chancellor McCormick, we have renewed hope that the Court will move away from the backdoor dealings that defined the Bouchard era, but this ruling does the opposite. Instead of more transparency, Chancellor McCormick is doubling down on the old way of doing business in Delaware. We need a change – we won’t stop our fight until Chancellor McCormick, and all justices on the Chancery Court, commit to real transparency that will restore public trust in our courts.”Dear friends, It has been a really rough year. The worry, the fear, the uncertainty has been overwhelming for all of us in 2020. Frankly folks, I have never experienced anything like it. Regardless, I am still alive, we have a vaccine coming, and hopefully our country will survive as a place of hope and prosperity. All this being said, on behalf of myself and the entire staff of the Coastal Network, I would like to take this opportunity on this Christmas Eve to wish each and everyone of you a wonderful Christmas and a much better New Year in 2021. If you have family or friends that would like to keep up with what’s happening politically, not only in Delaware, but nationwide from my specific perspective, please have them write to me at [email protected] and I will add them to the list. Our lives are in God’s hands. Tonight during my Christmas service I will be saying a few prayers. God bless you all and may God bless America! My very best regards, JUDSON Bennett-Coastal Network   CoastalNetwork.com  Dear friends, The Vice Presidential Debate between Vice President Mike Pence and Senator Kamala Harris turned out exactly as I expected. VP Pence was serious, focused, and well-prepared. He made his points with accuracy and determination. No doubt he won the debate. Kamala Harris on the other hand won the most obnoxious award. The whole time Pence spoke, Harris rolled her eyes, shook her head, and smirked. When you were a kid did you ever have a parent say, “Wipe that smirk off your face, or I will wipe it off for you!” That is the emotional reaction I felt the whole time. Regardless, Harris attacked Pence and Trump for the handling of the Coronavirus Pandemic, especially on the way President Trump spoke to the American people about it. Trump has a problem with the tone, not substance. Ironically, everything Harris suggested, the Trump administration has already done, quite effectively. Harris showed her true colors in regard to the “Green New Deal”. Under her leadership, she would use debatable science to instill huge socialistic programs. Folks here is an example, the devastating forest fires in California according to Harris are a result of climate change, when in reality they are the result of poor forestation activities. In Europe, they clear away much of the underbrush and deadwood, which is extremely dry and flammable. Rarely do they have forest fires because they operate with prudence and planning. Harris says she would end the tax cuts and only people who make over $400K per year would have an increase. The average saving for the middle class was $2.000 under Trump’s plan, Harris would eliminate it. It would then mean a $2.000 tax increase for the average working American. Pence reiterated the financial successes that Trump created before the devastating Pandemic, denounced the socialistic programs of Biden and Harris, and promised an eventual end to the Pandemic. I have no interest in going through the debate point by point. Objectively, the debate will have no consequence, Pence won in substance and Harris won in hype and inaccuracies. The sideshow was the large black fly that crawled around on VP Pence’s silver hair during the debate. I kept thinking of the biblical “Revelations” and certain satanic indications, not seriously, but the severe evil, in my view, of the Biden/Harris campaign and the possibility of the end of America seemed to embolden that grotesque black fly which I was pleased to see finally depart from Pence’s head. The Trump campaign is up against it and America has been subjected to the greatest lies and media falsehoods in United States history. The COVID-19 pandemic is the extreme wildcard that has changed things. It came from China and perhaps from hell. Indeed, folks, I am deeply concerned, because so many people have no clue how bad it could get if Biden and Harris win this election. I pray for our deliverance. So be it. As always, your comments are welcome and appreciated.Delaware has a long history of housing corporations from all over the world. The state’s incorporation process, coupled with some distinct business advantages, makes it a haven for corporate entities. Citizens for a Pro Business Delaware seeks to inform the public of both the benefits of incorporating a business in Delaware, and its potential for corruption.

The Nationwide Incorporation Process

Incorporating a business means making it into a legal entity almost as if the business were a person. Incorporating your business provides a number of important advantages and protections including: While every state has a different incorporation process, there are a few universal steps nationwide. Those steps include:
  1. Choosing a business name
  2. Naming an agent to act on your company’s behalf
  3. Preparing your state’s articles of incorporation
  4. Establishing bylaws
  5. Continued compliance with state incorporation laws

Incorporating a Business in Delaware

Under United States’ business laws, you’re allowed to incorporate in whatever state you would like with one caveat: you must register your company in any additional state you wish to do business in. Delaware is considered the most popular state to incorporate your business in. The process is slightly different, however. Here are the steps to incorporate a Delaware business:
  1. Choose your business type
  2. Name a registered agent (must be located in the state)
  3. Fill out certificate of incorporation
  4. Obtain certificate in good standing (some financial institutions only)
  5. Pay annual franchise tax

Why Do Businesses Choose Delaware?

The process for incorporation in Delaware is arguably easier.  The question becomes, “Why incorporate a Delaware business?” There are a few distinct advantages to having your company be a Delaware business. The primary advantage rests with the state’s tax laws. Those laws often favor corporations. If your business is incorporated but not physically located in Delaware, you don’t have to pay state income tax. Additionally, Delaware businesses offer a greater level of privacy as they don’t require you to disclose as much information about your business, such as the board of directors. Business law is a thriving industry in Delaware, which receives much of its state income from the incorporation process.

Potential for Corruption: Delaware Chancery Court

Another reason that companies decide to incorporate in Delaware is because of the Delaware Chancery Court. What might be considered an incredible advantage to some is actually a gateway to corruption. Delaware’s Chancery goes back centuries. Established in 1792, the Chancery Court is considered by some to be the most prestigious business court system in America. It is reliant on its system of judges, rather than juries, to oversee Delaware’s economic concerns. Because the incorporation process in Delaware requires such little information on the part of the incorporating company, and because of the legal, privacy, and tax protections placed on Delaware businesses, the Delaware Chancery Court is subject to a higher degree of potential corruption regarding business decisions.

Coastal Network

The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.comThis is a reprint of what appeared in RespVblica in 2017 When Respvblica launched, we said we would be reporting what others do not, in a manner that demonstrates truth — but not one version of it, the facts as they are. Dr. Ablow was first to report on the poor mental state of the Vegas shooter; Edwin Black has shown Hillel as few others have; Ben Poser has been exposing media services for banning anyone on the right with an opinion, such as Jamie Glazov and Anni Cyrus; and even pieces about shady business and legal precedents — like the case of TransPerfect, which is in front of the Delaware Chancery court right now. It is on this case that we need to focus for a moment because so few in the media are willing to tackle it. The main problem is that media, lawyers, and lawmakers in Delaware must face the fact that their vaunted Chancery court, which is now losing steam nationally in the business arenas, is seriously compromised; compromised by cronyism, opportunistic attorneys, and poor choices. Whether it is the incompetence of Chief Justice Leo Strine, with Harvard Professor Alan Dershowitz calling him a “judicial tyrant,” or the tenacious choices of Delaware’s Chancellor Andre Bouchard (who Strine has overturned on several occasions this year alone) that have seen his own personal friend, Skadden Arps lawyer Robert Pincus, installed as custodian over the 25-year-old translation firm, TransPerfect Global. Pincus, in his mandate to sell the company, which could be deemed an unconstitutional taking, has spent more than $20 million dollars already on his own fees and those of his consultants in just about one and half years. Chancellor Bouchard unilaterally approves these bills without question. Pincus’ job is to garner the maximum valuation for the company but is also making sure that he and his consultants are paid loftily for it. This is all with the backdrop of the fact that there are two CEOs: One who wants to keep the company and one who wants to sell for maximum value and exit. The one who wants to continue running and owning the firm, Philip Shawe, has made numerous offers to his partner Elizabeth Elting. Meanwhile, she continues to insist that any outcome should see Shawe lose his company. The Chancellor has sided with Elting on almost every aspect of this, allowing her to get in court the exit strategy that she never bargained for when she and Shawe became business partners. Chancellor Bouchard likely sees and knows that Eliting has been using the courts, but, like the massive billings of his friend Pincus, he just rubber stamps it. From talking to the people who hang around the rotary and golf clubs, local speculation in Delaware among the elites is that the Chancellor is in so deep now, he cannot reverse or back out, so he just continues down his road to perdition; taking Delaware’s business climate down with him. Already — as a result of the high-maintenance cost of Robert Pincus and his management, accounting and financial consultants — employee healthcare and retirement benefits have been reduced and salaries have remained stagnant. Respvblica would not consider those issues out of the ordinary if a company was failing, but here TransPerfect is not failing; its performance is outstanding. The high cost of the legal battles and the $20M+ now exhausted from the firm on essentially thoughtlessness and gluttony, have stagnated the staff. The thinking of Pincus, however, is likely to be that once he sells the company, the bulk of the employees will be thinned out and outsourced, so forward consideration for the teams responsible for growing the firm in tumultuous times is not relevant to him. Apparently, neither is software piracy. A big red flag for engineers and developers. A lawsuit recently filed, which has been sliding under the radar, alleges that TransPerfect’s custodian has taken to pirating programming code for a platform called Wordfast. Reading up on this, any interested media would see that this program Wordfast, which is an essential part of the workings of Transperfect’s operations, is not actually owned by TransPerfect. This should ring alarm bells among the Silicon Valley crowd, and the tech startups in Austin, Boston, and even Raleigh, N.C., because many of these firms and budding startups incorporate in Delaware. This suggests that if the Chancery Court is involved, your hard work and copyrighted assets can be taken from you. Robert Pincus recently began paying attention to this software as he has learned it could be vital to the worth of the company he was tapped to sell. In a nutshell, Wordfast LLC, is owned by the same people who own TransPerfect: Elting and Shawe. Wordfast is the backbone of TransPerfect, but the program is leased, not owned, by TransPerfect. The Chancery’s decision to force the sale of this company under the strong protests of two of its shareholders and one of its Co-CEOs, applies to TransPerfect Global, not Wordfast LLC. As potential buyers are studying this company for acquisition, they may be weighing the price without Wordfast included — not as valuable as some have believed. So, Pincus, in trying to maximize the value according to his mandate, is trying to find a way around the software. TransPerfect’s chief technology officer resigned this week under duress. In his resignation letter, he wrote to Robert Pincus:
Despite my complete cooperation with (Redacted), he remained totally condescending and rude to me when he directed me in email to transmit the source code electronically to him on Sept 19th… I personally copied the files onto a secure drive, working late into the night, and hand delivered them to (Redacted) in his office… I still don’t feel right about being forced to give over Wordfast source code, and I hope I don’t get sued for delivering a copy of it to Skadden and your experts. Mark Hagerty, Former CTO of TransPerfect Translations International, Inc.
Saturday, Yves Champollion, the CEO and President of Wordfast LLC, and the engineer who created the program, filed a copyright infringement suit in a New York State Supreme Court against TransPerfect and its custodian. Thoughts about the actual initial case aside, if one argues eminent domain is correct in the Delaware Chancery’s decision to forcibly sell the TransPerfect away from its owners, can the same be said for pirating software from a wholly separate company to improve value for the other? This is a litmus test for the Chancery Court. Tech firms, budding engineers, and smart people with great ideas heading to market should know what is at stake in Delaware.