University of Delaware Comes to Town, Political Recognition of Reality

Once every so often, I enjoy sharing a personal story in addition to my political punditry. If I can relate it to the disconcerting, political realities of our time, I usually do that as well. As some of you know, I am a huge University of Delaware football fan. I have been a season ticket holder for many years. My football travels have been curtailed since the Covid-19 pandemic. I now try to attend a Delaware away game every year when they play a big time school. This past weekend, Delaware played Big East Conference member Rutgers University. I flew to Philadelphia last Friday, before the game, traveled down to Wilmington, Delaware by car, checked in at the Hyatt Riverfront Hotel. I got up the next day, and drove via the New Jersey Turnpike to New Brunswick to Rutgers’ beautiful new Stadium where Delaware’s “Fightin Blue Hens” had come to visit, to take on the Rutgers “Scarlet Knights”! Interestingly, my best friend from Rehoboth, who had passed away, was also a huge Delaware fan. In his honor, since his tragic death, I have wanted to take his dedicated widow to a big-time game, once a year, and she agreed. What a trooper she is. And frankly, without her assistance, and excellent driving, I don’t think I could have accomplished the situation as easily as we did. Folks, I meticulously planned every detail and even then, it was a bit complicated and stressful. I have found the best way to get really good seats, and I like to be able to be on the 50 yard line, and have easy, close parking, is to go through an agency like STUBHUB or TICKET CITY and believe me it is pricey and complicated. Unfortunately, for this very computer-challenged Delaware fan, nowadays everything is on an app and transferred to your cell phone. Once the tickets and parking are transferred to the cell phone, you have to make sure your phone doesn’t die and you can retrieve the tickets on the phone before entering the stadium area. That, indeed naturally became an issue for yours truly-LOL. My arrival details in regard to getting there were perfect. I flew out of Palm Beach via American Airlines, walked to arrivals where my friend picked me up, drove us to the Hyatt in Wilmington where we checked into our rooms. Those of you from Rehoboth will appreciate this part, because next door to the Hyatt RiverFront Hotel was Big Fish Grill which is owned by friends we both know well from Rehoboth Beach where they own another Big Fish Grill. That is where we had two meals and the food absolutely melts in your mouth. I had forgotten how good that restaurant is. Interestingly, the place was not full with many empty tables, yet there was a waiting time to get a table. They have trouble getting employees, especially in liberal Delaware, where the freebies and unemployment compensation is huge. Bottom line, nobody wants to work, as long as the government pays them not to do so. GAME DAY: Not knowing exactly where we were going, how to find the parking at Rutgers, me being diabetic and having to eat every so often, we decided to leave Wilmington quite early to proceed over the Delaware Memorial Bridge onto the New Jersey Turnpike for a two hour drive to Exit 9. After traveling in circles for a bit, we found the specified parking lot where the $200 Parking Ticket on my cell phone could not be retrieved by inept me. After some personal panic, we were able to bring it up and were able to enter the tail-way parking lot, which was packed with a sea of red-shirt clad Rutgers folks with a smattering of blue-shirt clad Delawareans. At this point it was getting hot with 87 degree temperatures and we were two hours early. Then of course, I could not bring up the very expensive tickets on my cell phone to get into the stadium, where I hoped we could get something to eat. Hungry (sugar dropping), no tickets, and hot. On our weaving in and out of tailgaters, we came upon a Delaware tailgating crowd, who I desperately asked if we could join them. We were invited under their tent, (some wonderful shade), given seats to sit on and given a tasty lunch and some fun conversation. They saved us from some difficulties and helped me retrieve my special tickets on my cell phone. My delightful friend charmed everybody while I stressed over my meticulously planned details. Regardless, we attempted to enter the stadium 30 minutes before the game and the New Jersey Gestapo would not let my friend enter because her pocket book was too big. I had to wait while she had to go through the nightmare of finding the car to stow her bag and come back to the gate. Both of us were sweating profusely, as she found her way back to me. Meanwhile, I was holding my cell phone delicately to prevent the App from disappearing again. We then made it into the stadium and found our spectacular seats. Delaware got beat 45 to 13. The score was not really indicative of the contest. Delaware’s quarterback threw many perfect passes into the hands of receivers who dropped them. The interior line opened some great holes, and Delaware had several scoring opportunities, but blew them with ridiculous penalties. I have to say this without any doubt. Delaware has a terrible pass defense and gave up 3 touchdowns that never should have happened. I frankly question the Delaware coaching, as the offense – clicking at times – was not innovative – no reverses, no fake plays, no fake punts, or attempts on 4th down. I also found it interesting that the Delaware punter kicked it directly to the top punt return guy in the country. He did run one back for a touchdown. Why not kick it out of bounds? Poor coaching folks. Delaware had everything to gain and nothing to lose, but played conservatively. Why? The bottom line is as follows, in my educated football opinion: If you can pass, you can beat Delaware. I predict Delaware will lose at least two more games. That is the way I see it. I believe Rutgers is for real, and the renewed spirit and marketing that Rutgers is presenting these days is remarkable. When the Rutgers mascot – the “Scarlett Knight” clad in bright red-armor galloped into the middle of the field on his beautiful stallion, the sell-out crowd went wild. Rutgers could be in the hunt for a National Championship. Unfortunately, I predict Delaware will not be successful in its division, because of its poor pass defense. It drives me crazy. Regardless, it was a fun day, interesting to see the revised Rutgers program and I see them as a regular national contender in the future. The drive back to Wilmington was tedious, dark, and we got lost despite our GPS. When we finally got to our rooms at the Hyatt, our beds had not been made and no clean towels. I raised hell, and was told that Delaware has Covid regulations that prevent Housekeeping room service, if you are not booked for more than 3 nights, and then you have to actually request it. Absurdity beyond belief and folks, the clerk was not even slightly concerned and was rude to me. The Hyatt Riverfront Hotel is not up to par. I don’t recommend it to anybody. The only good thing about it is it is next to the Big Fish Grill, which is superb. This would never happen in Florida under our magnificent Governor Ron DeSantis. The next day, we departed early, my friend successfully delivered me to American Airlines at Philadelphia Airport. She was wonderfully helpful and I hope we can continue this tradition in honor of her departed husband and my friend who I knew and adored for over 60 years Like me, he loved Delaware football. I now have to get political. While waiting at my gate to board the plane at the Philadelphia Airport, every 15 minutes, a threatening voice announced over the loudspeaker the Federal “Biden” mandate that everyone in the airport had to wear a mask or receive a $3,000 fine. I witnessed some cops harassing a person, accordingly. Big brother is watching and Biden is starting his totalitarian platform to completely control our lives through his Marxist/Socialistic agenda. God I felt outraged at this non-scientific absurdity that is all about political control and an eventual termination of our constitutional freedoms. Finally, after boarding, and heading down the runway , the Pilot announced we had to return to the gate because there was a “Paper” error. Two hours later, we finally took off. Such incompetence by American Airlines is outrageous. Never will I fly American again. Frankly, I am not in any hurry to leave the Free State of Florida any time soon. I have experienced some of the Biden dishonesty and authoritarian crap first hand, and it is just the beginning. I finally arrived home, stiff and sore, hot and tired, and literally exhausted. I slept for 7 straight hours. Regardless, all things considered, it was a positive weekend; I had a fabulous companion and efficient driver who was a magnificent trooper in dealing with stressed-out me. We saw some interesting football and an amazing Rutgers program. Hopefully we can do another game next year and I will plan it even better. In conclusion, I say, Go Delaware! I thank my old friend, and I look forward to better days for the State of Delaware and our entire country. As always, your comments are welcome and appreciated. Blessings to all, JUDSON Bennett-Coastal NetworkOPINION  In 2016, an anonymous source working at Mossack Fonseca, a Panamanian law firm, leaked a huge database of records exposing companies using the country as a tax shelter. Many powerful international figures were implicated, including the prime ministers of Georgia, Iceland, Iraq, Saudi Arabia, Qatar, and Sudan. But there was a notable lack of Americans on the list. That’s because Americans don’t have to hide their wealth offshore. States like Delaware and Nevada offer the same advantages as countries like Panama here in the United States. Delaware is the sixth smallest state in the country, with a population of around 900,000, but over a million businesses are incorporated there, including over 60% of Fortune 500 companies.  Delaware makes almost half its tax revenue from a $300 per year licensing fee on limited liability companies (LLCs) incorporated in the state. Delaware has no corporate income tax, and allows company owners to remain anonymous. Residency in the state is not required to incorporate a company there. All that’s needed is a Delaware address to receive corporate documents. A single address in Wilmington is the home to over 250,000 companies, including General Motors, Apple, Google, and Walmart. While some in Congress have tried to outlaw such loopholes, well-paid lobbyists representing big corporate interests have thus far prevented any meaningful change. While some companies flock to Delaware because of the lack of regulation, others seek Delaware’s strong, well-developed body of case law. Corporate lawyers love the state because there is so much legal precedent, making it easy to predict the outcome of a lawsuit. Delaware even has a special court system, the Court of Chancery, designed specifically to deal with business disputes. Earlier this year, President-Elect Joe Biden was criticized for his relationship with Chancellor Andre Bouchard, who is the head justice on the Court of Chancery. Shirley Shaw, a New York businesswoman, took out ads in key swing states condemning Biden for supporting the court, which she claimed was “too male, too white and anything but open.” Her anger with Bouchard arose out of a 2016 ruling, in which the court ordered the sale of TransPerfect, a company co-founded by her son, Phil Shawe. Shawe and his ex-fiance, Liz Elting, started the company as students at NYU. After a breakdown in their personal relationship, Elting sued Shawe in an attempt to sell her portion of the company. After the two were unable to come to an agreement, the Court of Chancery, in a four to one ruling, ordered that the entire company be liquidated. This surprising move caused many, including former New York Mayor Rudolph Giuliani, to question whether Delaware would be able to retain its position as the best place to incorporate a business. It’s time for Delaware to reform its corporate secrecy laws and reduce corruption. However, even if this occurs, it won’t stop other states from becoming tax havens to secure lucrative tax revenue. States like Nevada and Wyoming are already emerging as alternative business hubs. Transparency, along with the removal of corrupt figures, is the only thing that can stop Delaware’s Court of Chancery from continuing on its path of crookedness.On a state integrity investigation conducted in 2015 in partnership with Global Integrity, Delaware received a failing score.

Global Integrity

Global Integrity is a worldwide organization that researches and provides data on government corruption and use of public resources, then uses their evidence to shape policy and practice, while remaining committed to open governance. In 2015, The Center for Public Integrity partnered with them to conduct an inspection of all fifty United States. This report assesses the systems in place to deter corruption in our government at the state level. Delaware ranked 48th out of 50. Below are details on their lowest scoring categories.

Public Access to Information

Delaware scored a 46/100 in this category. While Delaware’s Freedom of Information Act does state that citizens have the legal right of access to government information, they only scored a 50/100 in consistency of actually providing the information to the public. There are many exemptions to the law, including the entire judiciary, state lawmakers, and any staff member working for the caucus of either the Democratic or Republican parties. Calendars and email of the Governor and all state legislators are not available to the public. Members of the public must submit a written request for information, and wait for a response from an understaffed office with few resources. If denied, they can appeal to the Attorney General’s office, but they do not prioritize these requests. Their score on reasonable timelines for response to requests was 25/100.

State Pension Fund Management

Not only is there no law in place to mandate that Delaware’s state pension fund is managed transparently, but there is also no requirement that Delaware’s Board of Pension Trustees include any experts in investment policy. Members of the Board are also not required to file annual financial disclosures, so this information can neither be audited, nor accessed by the public.

Ethics Enforcement Agencies

Delaware does have a state ethics office, the Public Integrity Commission, but it is only tasked with overseeing the executive branch. It is funded by the Department of State, making it subject to political negotiations. It is underfunded, with a budget of $188,500 in 2013 (for comparison, Rhode Island’s ethics agency had a budget of $1.5 million that year) and has just two full-time employees. The results of its audits are subject to privacy laws that render them inaccessible to the public.

Judicial Accountability

Perhaps the most frightening discovery of all is the level to which the judiciary branch of Delaware’s government is accountable only to itself.  The courts operate largely in secrecy, deciding for themselves what information is accessible to the public and what is private. There are no laws in place to protect against nepotism, cronyism, or patronage, and state judges are not required to disclose any gifts received by family members or with a value of less than $250 in their annual reports. The judiciary investigates and penalizes its own members when they are accused of wrongdoing, and there is no legal process in place to evaluate the performance of state judges. In reading the full report, it is easy to see that Delaware has much room for improvement when it comes to transparency of government, and these laws must be updated to increase accountability for our state officials. The Delaware government must work for its citizens; there is currently too much opportunity for corruption within the system,In 2014, the carefully-crafted house of cards built by Richard T. Callery, M.D. came tumbling down when a police officer discovered while on the witness stand that the drug evidence in his case had been tampered with. Dr. Callery had been the Chief Medical Examiner (CME) and head of the Office of the Chief Medical Examiner (OCME) since 1997, and licensed by the Board of Medical Licensure and Discipline since 1989. Several units of the Forensic Sciences Lab, including the Controlled Substances Unit, fell under his supervision as the Delaware state CME. The 2014 discovery of evidence tampering triggered a state investigation into the department, which produced some unsettling information regarding Dr. Callery’s negligence and mismanagement of his duties to the state of Delaware and its justice system. The official report on the eventual suspension of his license details the corruption Dr. Callery displayed by running a private practice in conjunction with his official state duties to Delaware. He was required to work a minimum of 37.5 hours per week at the OCME, and billed the state of Delaware for all of this time while spending much of it working in his private practice. The approximate cost to the state for illegally billed hours was $100,000.  78% of the phone calls Dr. Callery took while working at the OCME from September 2012 to March 2013 were related to his private practice, and he held meetings in OCME conference rooms. He performed 173 exams or autopsies for the state of Rhode Island from 2008-2011 and billed them $166,665 for his time while taking no sick or vacation days from his role with Delaware. As part of his job, Dr. Callery was provided with a state-owned vehicle to be used for work-related travel. He used this vehicle for personal travel and his private practice, while still billing his private clients for travel expenses. It was discovered by using the GPS tracker on the vehicle that it was only parked on the OCME premises for 54 total hours in 2009, 56 hours in 2010, and 17.5 hours in 2011. The investigation into evidence tampering produced two more potential cases, and resulted in the OCME being discredited.  This caused the dismissal of criminal cases, reduced charges due to lack of proper evidence, and thousands of people seeking to overturn their convictions in the wake of the scandal. The board alleged that Dr. Callery’s private practice operation led him to become negligent in his duties as CME, as his long absences and high level of distraction caused him to be unable to properly supervise his team. Dr. Callery argued that the OCME was a mess when he inherited it in 1997, and he had worked hard to gain and attain its accreditation, and for twenty years there were no problems. Though the investigation uncovered potential evidence tampering, no one under his supervision was fired or charged with a crime. He stated that he did not agree with the suspension of his license, and he had done a good job and had nothing to be ashamed of. Nevertheless, the board suspended his medical license as of September 17, 2019. He will have the opportunity to earn it back after eighteen months, in March 2021.While many Delawareans remain concerned about widespread corruption at the state level, local governments are also rife with government employees eager to exploit their offices for personal gain. Harrington City, a small town of 3,500 around 20 minutes south of Dover, recently lost two of its top executives, after explosive revelations by former City Planner Jeremy Rothwell. Rothwell accused the Mayor, Anthony Moyer, and City Manager, Don Williams, of taking advantage of lax oversight to use the local government to further their own interests. Although Williams originally denied the charges, a report by the state Public Integrity Commission, using the preponderance of evidence standard, found wrongdoing by both of the men. “It is more likely than not that Mr. Moyer and Mr. Williams both engaged in conduct that would constitute violations of the State Code of Conduct,” the report concluded. Although only the last page of the eleven-page report was publicly available, it detailed widespread corruption by the mayor and city manager’s office.  Both engaged in a pattern of inappropriate, and at times illegal, behavior. Moyer allegedly abused his office to exact personal concessions from other organs of the city government in regard to a property he owned, known locally as the “Quillen Building.” According to local tax records available on the Kent County website, the building, located at 40 Commerce Street, is owned by Moyer Real Estate, which purchased the property for $620,000. It later fell into a state of disrepair. According to Rothwell, the building had chipped paint and other maintenance issues, but was not cited for any code violations, allegedly because Moyer pressured city inspectors against issuing a citation. The state investigation into the matter could not substantiate these allegations, but it did determine that Moyer tried to charge the city for replacing the driveway and sewer line in front of his property. Williams, for his part in the scandal, was accused of failing to report Moyer’s malfeasance. The state investigators said he had a “conflict of interest” regarding Moyer, but the nature of that conflict is not explicitly discussed in the publicly released portion of their report. He also took a week-long trip to Nashville for a work-related conference, for which he billed the city. However, the conference only lasted four days, and the other three days were spent vacationing. Williams later offered to reimburse the government for the cost of the trip. Williams was immediately fired by the city council, although he later tried unsuccessfully to appeal this decision. Under state law, Moyer, as an elected official, could not be fired by the council, which mostly manages city finances, employees, zoning, and other small-scale regulatory matters. He retained his job until retiring in August for what he claimed were unrelated health reasons. The corruption in Harrington City might seem small when compared to what is going on at the state or national level, but it is just one example of a much larger problem in local governments all around the state. Across Delaware, from large cities like Wilmington to tiny towns like Harrington City, government officials are taking advantage of the goodwill of their constituents and exploiting the powers delegated to them. Greater oversight and active participation from the citizenry is the only effective way of preventing future abuse.As the United States continues to discuss race relations and policing in the wake of the death of George Floyd, it is important to not only analyze the problem at a national level, but as a systemic issue in the states as well. In Delaware, corruption and mismanagement have created an environment in which policing disproportionately targets people of color, and rather than address the issue, Governor John Carney has made the system worse.

Delaware Police Shootings

Since 2005, Delaware police have shot 56 people, and 48% of the victims have been Black. This is concerning considering that only 21% of the state population is Black. Many of these shootings have happened in situations where the use of force was questioned. In January of this year, Delaware police fatally shot Brandon Roberts, a Black man who suffered from mental illnesses including bipolar disorder. Roberts was having a mental breakdown when the police were called, and while he was holding a knife, the violent response from the police has garnered major criticism. This was a situation that likely did not have to end with death if the police who arrived were better trained to de-escalate the situation. Regardless, the police were cleared in the shooting. Laws frequently grant police immunity in cases like this, and Delaware state laws make punishing officers for alleged brutality notoriously difficult. One of the most unfortunate of these incidents is the 2015 fatal shooting of Jeremy McDole, a 28-year old paralyzed Black man. McDole, who was paralyzed from the waist down and confined to a wheelchair, was gunned down by Officer Joseph Dellose from the Wilmington Police Department and his three colleagues. Footage from the scene and an incident report showed that Officer Dellose shot at McDole two seconds after ordering him to put his hands up, triggering his fellow officers to turn their weapons on the victim. Although the report heavily criticized Dellose’s actions, he was not charged with any crime. The loophole in McDole’s case and that of 30 other victims of police lies in the 70-year old Delaware law that permits officers to use deadly force if and when they believe it is necessary. This archaic law is highly subjective and technically justifies unnecessary acts of brutality committed by police in the pretext of “feeling threatened.” The Attorney General Office and Police Union in Delaware have done little to protect citizens and victims from the brutal acts of the police force. In fact, they have sided with all the perpetrators in the reported incidents, citing the archaic law as their justification for failing to prosecute involved police. Besides a rigid attachment to the old law, falsification of reports in some of the investigations has also plagued the force.

Failed Government Response

Governor John Carney’s administration has been accused of failing Delaware’s Black residents. Under Carney, Black people make up 60% of the inmates in Delaware prisons. Meanwhile, only 15% of state judges are Black. This leads to disproportionate punishments for Black offenders compared to white offenders. In 2019, Carney and the all-white Board of Pardons pardoned Barry Croft, a white man arrested for felonious firearms, burglary, and assault charges. After his pardon, Barry Croft was recently arrested in connection with the October plot to kidnap Michigan Governor Gretchen Whitmer. Under Carney’s watch, Black inmates are forced to remain in prison, often for lesser offenses. This is particularly troubling given the COVID-19 pandemic, which Carney has also been accused of mishandling. Prisoners are not given adequate supplies to remain safe during the pandemic. Delaware has an issue with its criminal justice system, and Governor John Carney is making it worse. Police are allowed to use lethal force without fear of repercussion against Black residents, and they are allowed to work in instances in which they fail to even consider other de-escalation methods. Meanwhile, Black residents in Delaware are given harsh prison sentences while dangerous white offenders are pardoned. It is a system that impacts the lives of Delawareans and is one that needs to be addressed. In 1776, the Founding Fathers met in Philadelphia, just 30 miles north of Delaware, to draft the Declaration of Independence, proclaiming the fundamental right to life, liberty, and the pursuit of happiness. Today, Delaware has abandoned the core principles enshrined in that document: lives are in danger, liberty is under attack, and happiness is at an all-time low. COVID-19 is the greatest public health crisis in American history. President Trump has shied away from federal mandates, allowing states and local governments to determine the policies best for their regions. In Delaware, Governor John Carney’s administration has propagated ineffective and shortsighted regulations that have done little to stop the spread of the virus, at a huge cost to the economy, mental health, and personal freedom At the beginning of the pandemic, Governor Carney issued a statewide mask mandate. This mandate failed to include any exemption for people with asthma, COPD, PTSD, or other conditions that prevent them from safely wearing a mask. New Hampshire, another East Coast state with a similar population to Delaware, did not have a mask mandate until November 20th, and yet has half as many positive coronavirus cases, and a third as many deaths. On March 21st, Governor Carney declared a State of Emergency, shutting down all non-essential businesses until June 1st. At the time, Delaware had less than 100 positive COVID-19 cases. Even with the shutdown, case numbers continued to climb before peaking in mid-April. The World Health Organization has since advocated against lockdowns, except when necessary to prevent overloading the medical system In retrospect, it seems unlikely that the healthcare system would have become overwhelmed, even without a lockdown. Sweden never fully locked down, and the healthcare system there remained below capacity. New York City, which experienced the highest number of coronavirus cases per capita in the United States early on in the pandemic, never ran out of ventilators. The State of Utah never instated a statewide lockdown, yet total deaths per capita remain less than one third as high as Delaware. Even if a shutdown had been necessary, it came with a great economic cost. Delaware expects to lose $749 million in projected tax revenue through March of next year. Small businesses across the country are suffering. Over 163,000 companies have closed nationwide, most of them permanently. In Delaware, the unemployment rate remains above 8%, over twice as high as this time last year. State leaders also did a poor job deciding which places to close during the shutdown. As part of the initial State of Emergency, the governor closed Delaware’s beaches. COVID-19 transmission rates are significantly lower outdoors than indoors, and beaches provide an ideal environment for social distancing. The order also limited churches to a 10-person capacity, and required pastors to wear a mask during their sermons. Congregants over 65 weren’t even allowed to attend church. Finally, after weeks of widespread public outcry and the threat of a lawsuit, the Governor lifted the most severe restrictions. Lockdowns also profoundly hurt mental health. Drug overdose deaths in Delaware are up 60% since last year. According to a report by the Centers for Disease Control and Prevention, in June, 10% of those surveyed nationwide admitted to seriously considering suicide within the past 30 days. Overall, Delaware has done a very poor job of handling the coronavirus pandemic. Governor Carney could stand to learn from the less interventionist policies of Governor Herbert of Utah, or Governor Sununu of New Hampshire. Education on the importance of mask wearing and social distancing is more fair and effective than a heavy-handed regulatory approach.JUDSON Bennett’s Coastal Network OPINION Dear Friends, I write about lots of things concerning politics and about Delaware in general. It looks as if former Delaware U.S. Senator and former Vice President Joe Biden is actually going to be the President of the United States. Indeed, it is my profound belief that he does not deserve to be President, that he is the most corrupt politician in U.S. history, and his election was the result of grotesque voter fraud. Regardless, Delaware apparently is going to have one of its own in charge of our future, which to me is extremely frightening. What this man represents and the people he is surrounding himself with, will put the United States on a path to complete Socialism, a life without hope, and the existence of mediocrity. Indeed, my sincere desire is that the election be invalidated by the Supreme Court and sent to Congress to decide. I wanted to get that point across before going further. Regardless, my disdain for Biden and the devastation I am certain he will bring, along with my chagrin that he is so corrupt, is not the point of this article. Actually folks, Delaware almost had another character be a viable candidate for President. He was not blatantly corrupt like Joe Biden, but his probable racism and Southern sympathy, were the “RUBS” that disqualified him from getting there. I find this Delaware history personally interesting, because I had a relationship of sorts with many of the direct relatives of Thomas F. Bayard, Sr. My parents had a house on Lewes Beach, 5 houses away from the Bayard family. I knew the father Tom Bayard and his wife Josephine Linder (Tom  was the grandson of Thomas Sr. and great grand-daughter Josephine (Dosie) Bayard was my first girlfriend. After the death of my wife, I had a 3-year relationship again with Josephine (Dosie) Bayard in Palm Beach, which did not end well. Interestingly, I attended St. Andrew’s School with great-grandson Tim Bayard (Thomas F. Bayard III), who was Josephine’s brother. Indeed I know the whole family, brothers, sisters, cousins, aunts, and uncles, great-great grand-children. I know everything about them all — good and bad. Once the Bayards hooked up with the DuPonts, their influence, power and wealth grew stronger. They all have very substantial trust funds. Remarkably, some even have tattoos, which would probably make a few of the dead relatives roll over in their graves. What I also find fascinating is that the Bayards are descended from Peter Stuyvesant, the Dutchman who had been the 17th-century general director of the colony of New Netherland, which at one time, included the Dutch settlement which is now Lewes, Delaware). Interestingly, I have learned recently that I am a descendant of Peter Stuyvesant as well, which probably has a few Bayards rolling over in their graves also-LOL. All this being said, Thomas F. Bayard, Sr was a remarkable man who actually kept Delaware from being a Confederate state. He was the first ambassador from the U.S. to the United Kingdom. Unfortunately, his actions, vocal sympathies, and suspected racism, kept him from achieving these ambitions. Please read the article below which clearly tells you who Thomas F. Bayard, Sr. was, how he affected Delaware, and the fact he came close to being President. So Be it! As always your comments are welcome and appreciated. Check out the interesting article below. Yours truly, JUDSON Bennett-Coastal Network https://www.delawareonline.com/story/news/2020/10/30/before-biden-man-delawarean-who-came-closest-presidency/6052282002/

Before Biden, this man was Delawarean–

who came closest to presidency.

Kevin Tresolini Delaware News Journal Joe Biden has already been a heartbeat from the presidency after serving eight years as Barack Obama’s vice president. Now he’s poised to possibly become the first U.S. president to call Delaware home. But before Biden’s arrival on the national political scene nearly 50 years ago, Thomas F. Bayard Sr. held the distinction of the Delawarean who came closest to landing in our nation’s highest political office. Even though he didn’t, Bayard was well known nationally and internationally as a statesman. While serving as a U.S. senator from 1869-85 and then secretary of state, during periods when there was no vice president, Bayard was next in line to become president. He also unsuccessfully bid to become the Democratic Party’s nominee to run for president in 1876, 1880 and 1884. His compassion for the struggling Southern secessionists during and after the Civil War may have come back to haunt him. “This ardent championship of a stricken section made him suspect in the North and helped to blight his Presidential prospects,” Georgetown University professor Charles Callan Tansill wrote in “The Congressional Career of Thomas Francis Bayard, 1869-1885.” “His sympathy for the South was regarded by the Radicals as something akin to treason, and they helped to create the impression that his nomination as President would be a breach of faith with the millions who had worked and fought to save the Union. In the South many politicians were fearful of making Bayard their standard-bearer because large groups of voters in the North resented his affection for Dixie.’’ As it was, Bayard had actually played a key role in preventing Delaware, a border state, from also joining the Confederacy during an 1861 speech in Dover. “Delaware was pretty close to seceding,” said great-grandson Richard Bayard, a 71-year-old Wilmington attorney and public policy operative. “That speech was credited with helping Delaware not secede, to stay in the Union. He suffered damage from it but he kept Delaware in the right place and that was good.” Some of Bayard’s greatest distinction came during his final political assignment serving as the first U.S. ambassador to the United Kingdom during president Grover Cleveland’s second term from 1893-97. He eased often-tense relations between the countries and set the tone for their alliance. Cleveland was among the pallbearers when Bayard was laid to rest at Old Swedes Church in Wilmington two days after his death, at age 69, on Sept. 28, 1898. “Although born in Delaware,” Judge Charles Swain of Florida eulogized that day, The Morning News reported, “he long since belonged to the United States of America and its people, and that his energy and usefulness and skill and honor were exerted at home and abroad for their benefit.” Several thousand visited his tomb at Old Swedes Church that weekend, newspapers reported. Bayard’s life was heralded throughout Delaware, nationally and in the United Kingdom. “This state has lost its foremost citizen and the world a great citizen,” wrote the Dover Delawarean. “No man in the United States,” The Richmond Times opined, “was more universally respected than Thomas Francis Bayard of Delaware. He was an American nobleman who thought more of country and principle than of political preferment.” While the 6-foot-1 Bayard was certainly a towering figure from a prominent political family, he actually had a rather complicated relationship with history. He was among five Bayards to serve in the United States Senate, along with grandfather James A. Bayard Sr. (1804-1813); uncle Richard Bayard (1836-1839/1841-1845); father James A. Bayard Jr. (1951-1864/1867-1869); and son Thomas F. Bayard Jr. (1922-1929). His great-grandfather Richard Bassett, who was James A. Bayard Sr.’s father-in-law, also represented Delaware in the first U.S. Senate from 1789-1793 and was among the signers of the U.S. Constitution in 1787. He was later governor of Delaware. The Bayards descended from Stuyvesant Peter, the Dutchman who had been 17th-century general director of the colony of New Netherland, which covered what is now much of the Mid-Atlantic coast into southern New England, including Delaware. His wife was Judith Bayard. “It’s a proud family history,” said Richard Bayard, who was the third member of his family to serve as Delaware Democratic Party chairman. His father, Alexis I. du Pont “Lex” Bayard, was Delaware’s lieutenant governor from 1949-53 but lost a 1952 U.S. Senate race to incumbent John J. Williams. U.S. senators were chosen by state legislatures until the Constitution was amended in 1913, giving that duty to voters. Thomas F. Bayard Sr. had been selected by the General Assembly in 1869 to succeed his retiring father, who had returned to the Senate following the death of his successor George Riddle two years prior. The Democrats were often in the minority when Bayard was in office. But Bayard, a conservative, had already made headlines that followed him throughout his political career. At the outset of the Civil War, slavery was legal in Delaware, though less than two percent of the population was comprised of slaves, mostly in Sussex County. Like his father, Bayard had spoken out against war and felt southern states should be allowed to secede if they so desire. Some took exception with his opposition to President Abraham Lincoln’s decision to forcefully fight southern secession, giving the impression Bayard was pro-Confederate, though Bayard did not believe Delaware should join the rebellion. At a June 1861 “peace meeting” in Dover, Bayard was reported to have calmed an angry crowd and perhaps prevented Delaware from actually joining its southern neighbors, newspapers reported. But Bayard had been part of an independent volunteer militia group and was arrested and briefly imprisoned for refusing to surrender his firearms when the Union army began to form regiments. Even after Lincoln’s Emancipation Proclamation was issued in 1862 and went into effect Jan. 1, 1863, freeing slaves in Confederate states who escaped to Union-held areas, the Delaware General Assembly stubbornly refused to eradicate slavery in the state. It remained legal until the 13th Amendment officially eliminated slavery at the end of 1865. After joining the Senate in 1869, Bayard opposed many of the Republican-led Reconstruction efforts resulting in the 13th, 14th and 15th amendments – all initially rejected by Delaware – and the Civil Rights Act of 1875 aimed at voting rights and other forms of equality for oppressed Blacks and former slaves. Viewing Bayard’s civil rights record through a 20th-century lens, “Our country was fortunate he didn’t make it to the Oval [Office],” News Journal columnist Bill Frank wrote in 1986, when Biden and then-Gov. Pete du Pont were gearing up for 1988 shots at their parties’ presidential nominations. He did come close. Bayard was popular in the south for his post-war support and had backers in the North because of his conservative economic record, mainly backing the gold standard to support the monetary system. Bayard placed a distant fifth at the 1876 Democratic convention, when New York Gov. Samuel J. Tilden was a landslide winner as the nominee. Tilden lost a disputed election to Rutherford B. Hayes, who lost the popular vote by about 250,000 votes but edged Tilden 185-184 in the Electoral tally. A 15-member Electoral Commission, of which Bayard was a member, comprised of congressmen, senators and Supreme Court justices ultimately decided the outcome after voter fraud was discovered in several southern states. Bayard, by then chairman of the Senate finance and judiciary committees, finished second to Civil War hero Winfield Scott Hancock at the 1880 Democratic National Convention in Cincinnati after first-ballot competition had him just 17½ votes behind. He was then was runner-up to New York Gov. Cleveland in 1884 in Chicago. Georgetown’s Tansill wrote, citing articles from New York newspapers, that “Bayard’s Dover speech still stalked him on the floor of the convention” in Chicago. There was fear Republicans would use it against him, even while many Democrats expressed their unsurpassed regard for Bayard and faith in his ability to serve as chief executive. “It would be suicidal to nominate him,” one Congressman said. In between those two conventions, Bayard was briefly next in line to be president. At the time, if there was no vice president, the line of succession called for the president pro tempore of the Senate to assume the presidency should it become vacant. Bayard had briefly held that role in 1881 following President James Garfield’s assassination and Vice President Chester Arthur becoming president in September. According to a 1965 Delaware Today article, Arthur called for a special session of Congress, which wasn’t slated to convene until December, just so there was a designated successor. Though Arthur was a Republican, the Senate was initially in Democratic control. It narrowly elected Bayard as president pro tempore on Oct. 10. But late-arriving senators from western states gave majority rule back to Republicans. Bayard stepped aside, clearing the way three days later for Republican Illinois Sen. David Davis, who was born in Cecil County, Maryland, to be elected to the post. After winning the 1884 general election over Maine Republican James Baine, Cleveland selected Bayard as his secretary of state, ending his 16 years in the Senate. Vice President Thomas Hendricks died, however, more than eight months after assuming the office in the fall of 1885. Once again, Bayard became next in line. After the Garfield/Arthur situation in 1881, some in Congress felt the Presidential Succession Act should be amended, believing it made more sense to have Cabinet members be appointed instead of elected. The changes were passed by the House and Senate and signed into law Jan. 19, 1986, by Cleveland. That made his secretary of state, Bayard, as he was for those few days as Senate president pro tempore in 1881, the potential successor should Cleveland die in office. After the secretary of state, the secretaries of treasury and war and then the attorney general were next in line. More changes were made in the 1940s, when the Speaker of the House was made first in line of succession, and in the 1960s, when an amendment was passed to replace the vice president should that office become suddenly unoccupied. During his time in government, Bayard continued to operate a law office at Ninth and Market streets in Wilmington Bayard lived in a mansion that was called Delamore Place located on high ground on the city’s west side at 302 South Clayton Street, near its intersection with Maple Street. It afforded sweeping views of downtown Wilmington and the Delaware River. Cleveland had visited Bayard at his home on several occasions. Bayard Middle School, bearing the family name, sits there now. A couple miles away, a statue of Bayard rises along Kentmere Parkway across from the Delaware Art Museum. It was erected in 1907, not just to honor Bayard’s political career but his role in creating the Wilmington park system. Its plaque includes a quote from Cleveland. “Bayard is the purest and most patriotic man I know,” it reads.The Delaware Court of Chancery has a diversity problem, but they don’t want the public to know this. Out of the seven members of the Chancery Court, there are currently no people of color represented. It is an entirely white court. However, the official photo used on the Delaware Courts website attempts to tell a different story. This photo shows Tamika Montgomery-Reeves, a Black woman, as a Vice Chancellor. However, Montgomery-Reeves has moved on from the Chancery Court and is now a Justice on the Delaware Supreme Court. When she left the court, she was replaced by Paul A. Fioravanti, a white man who is not seen in the picture. This photo represents a major issue with Governor John Carney’s administration. He has failed to protect people of color in Delaware. Only 15 percent of the state’s top judges are Black, but the Delaware prison system disproportionately targets people of color. Over half of the inmates in Delaware are Black, despite Black people making up only 23 percent of the state population. Several factors contribute to this statistical problem, but one of them certainly must be the lack of diversity in John Carney’s courts. Rather than improve representation in the courts, Carney’s administration uses outdated pictures to appear as though they are more diverse than they are. These practices have adverse effects on the state’s minority populations and lead to unjust legal treatment. For example, Barry Croft, a white supremacist, was pardoned by Governor John Carney’s all-white Board of Pardons. He then went on to be involved in the plot to kidnap Governor Gretchen Whitmer of Michigan. Meanwhile, inmates of Delaware prison, who are disproportionately Black, are left in dangerous conditions during the COVID-19 pandemic. Several inmates have died from the disease due to mismanagement of the prison system. Governor Carney’s courts fail to provide necessary protection for the state’s most vulnerable populations. This danger extends beyond the courts as well, as Delaware police are also predominately white. Since 2005, Delaware police have shot 56 people and have killed 30. Half of the victims have been Black, and in every shooting, the officers involved were not charged. Delaware is witnessing a legal system in which white police and white judges are determining the fates of white lives, and they are failing at a dangerous level. In the Chancery Court photo, Tamika Montgomery-Reeves is shown to be a Vice Chancellor despite having moved on to the Supreme Court. While this may seem like a small detail at first glance, it is representative of a much larger issue. Governor John Carney’s administration fails to represent Delaware’s people of color, who face an overwhelmingly white legal system.

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

DOVER, Del., June 17, 2019 /PRNewswire/ — On June 14, 2019, Citizens for a Pro-Business Delaware volunteers were removed from the Delaware Bar Association’s Bench Brunch where Chancellor Bouchard, who has been a persistent roadblock to Chancery Court reform, served as a panelist for a discussion on “Chancery Changes” and “The Road to Equity.”

The volunteers were passing out literature demanding heightened transparency and accountability to the Chancery Court. Citizens for a Pro-Business Delaware, the watchdog group that was created when the Chancery Court forced the sale of TransPerfect—a 5,000-employee company—has committed its efforts to demanding transparency in the Chancery Court’s process. While Bouchard’s quick decisions to move companies to dissolution may create jobs for highly paid lawyers, consultants and accountants, they undermine the State’s pro-business reputation, discouraging prospective businesses from headquartering in Delaware.

In the TransPerfect case, Judge Bouchard handpicked a custodian, Robert Pincus of Skadden Arps, who then proceeded to spend millions of dollars, causing TransPerfect employees to suffer higher premiums in health insurance. Bouchard and Pincus’s spending resulted from a series of unprecedented and illogical rulings forcing Delaware’s first dissolution and forced sale of a successful private company. Two years after the conclusion of this case, bills for the tens of millions of dollars involved are still under seal “to protect the sale process,” which has long been over. In TransPerfect, Bouchard and Pincus set a precedent that can now be enforced against other businesses in the future.

“The blatant disregard for our volunteer’s freedom of speech is unacceptable and reflects the Chancery Court’s resistance against this campaign for transparency and accountability,” said Miranda Wessinger, President of Citizens for a Pro-Business Delaware. “We will not allow these actions to discourage our efforts to protect Delaware’s pro-business reputation. The current Chancery Court, and most specifically Chancellor Bouchard, are hindering the state’s ability to attract and retain Fortune 500 companies with what has become a runaway corruption train. It must stop.”

Delaware is home to tens of thousands of corporations and other business entities. These companies and their employees deserve a fair, transparent system of dispute resolution and mediation. The Chancery Court’s overextension of power is fracturing the trust that large businesses have in Delaware, and with it, Delaware’s tax base.

Citizens for a Pro-Business Delaware is a group made up of more than 2,700 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others. They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the issue.

While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit  DelawareForBusiness.org

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-firmI was thinking about judges and confirmation hearings after recently watching the Senatorial process in the confirmation of Brett Kavanaugh as a United States Supreme Court Justice. As I’ve been writing about the TransPerfect Global case, it got me thinking about Delaware’s confirmation process in confirming Andre Bouchard as Delaware’s Chancellor, or lack thereof.   Justice Brett Kavanaugh had a total of 7 FBI investigations, was put through the ringer answering countless questions on uncorroborated allegations, his reputation was tattered, and finally only after completing a nightmare of a process, he was confirmed by the legislative branch.   Did Chancellor Andre Bouchard face any questions about his past judicial decisions? No. About whether he would follow the law faithfully? No. About whether he’d respect the U.S. Constitution given that he’s Canadian by birth? No. About whether he’s even read the U.S. Constitution? No. About whether it is an inherent problem that Chief Justice Leo Strine was his intern at Skadden Arps, and now must judge him on appeals? No.   How do I know this? Because in contrast to Justice Kavanaugh’s confirmation hearing, Chancellor Andre Bouchard’s hearing lasted a total of 13 minutes and he had to answer a whopping ZERO questions from our state legislature — much like his time on bench. In my view folks, his confirmation hearing was a complete sham!   And after all of that, we’ve seen his true character as a judge coming out over the past few years. As most of you know by now from reading my coverage the past few years of the TransPerfect Global case, Bouchard’s life-long friend, who represented former TransPerfect co-CEO Elizabeth Elting in the trial, attorney Kevin Shannon of Potter Anderson, was given every possible consideration beyond normal reason. Additionally, you also know that Shannon’s windfall victory was tainted by the fact that ZERO witnesses testified against Shawe — and ZERO witnesses corroborated Kevin Shannon’s self-serving story. This alone exposes in my opinion the seemingly dark underbelly of the Delaware elites like Chancellor Bouchard. But there’s another ZERO that perhaps you didn’t know… ????   I would say that your elected officials, and especially Senator Greg Lavelle among others who opposed fixing the inequities in the Chancery Court, surely acted irresponsibly in this situation, because there was no scrutiny whatsoever for Bouchard in the vetting process. The position of Chief Chancellor was/is simply too important a position for Delaware to entrust with a man who has been handed everything in his life based on a privileged upbringing and political favors vs. being the right man with the right character for the job. And, now all of Delaware is paying the price for what can reasonably be viewed from my view as Bouchard’s corruption. In my opinion, Bouchard believes paying people back who supported him in his ZERO-bench-experience ascension to Chancellor is his now job. The $250 million which I believe was stolen from TransPerfect to enrich his elite friends, is the prime example of his abusing his position. Delawareans deserved a confirmation hearing with some level of scrutiny on Andre Bouchard from Mr. Lavelle and our other elected officials. Delawareans deserved a real confirmation hearing — and Delawareans deserve better than Andre Bouchard.   In fact, Bouchard, having no experience as a judge, was lazily confirmed in just 13 minutes by the Delaware Senate, after his appointment by the Governor. It’s glaring and he was not properly vetted! Don’t just take my word for it……   Here’s a quick recount of the hearing from Celia Cohen’s April 10, 2014 Delaware Grapevine story “SPEED-VOTING FOR CHANCELLOR” written just after Bouchard’s appointment: “Thirteen minutes were all it took for Delaware to get a new chancellor…Buying a new pair of shoes has been known to take longer.”   Digging into Bouchard’s past, it doesn’t surprise me that he got this job with no scrutiny whatsoever. In fact, since I have followed the case and witnessed the most biased, ludicrous, mismanaged, and outrageous decisions in Delaware judicial history resulting in fleecing and looting of a healthy Delaware company — it actually makes more sense to me now knowing that Bouchard had a ZERO question confirmation. But that doesn’t make it right!   His tenure as Chancellor is a pathetic embarrassment to the State of Delaware; from his fiasco managing the Sussex County Register of Wills office, where he made 3 inadequate political appointments for Chief Deputy — instead of listening to the best and most experienced person, Cindy Green, the elected Register of Wills.   Unlike Brett Kavanaugh, who was deeply investigated, Bouchard’s past is unknown. I wonder if we really got into it, what we might uncover? Of course, we do know he was a member of the Skadden Arps law firm, which is under investigation by the Feds for various possible violations. Kind of makes Bouchard suspect I think, doesn’t it? By the standards now, it seems that people in esteemed offices are deemed guilty until proven innocent. Brett Kavanaugh was considered guilty by every Democrat Senator except Senator Mansion from West Virginia. Yet there was absolutely no corroborating evidence. (This probably wouldn’t bother Bouchard, because Bouchard needs no witnesses corroborating Kevin Shannon’s story — handing Shannon a windfall and ruling against TransPerfect in the most draconian way: Corporate Dissolution!)   Thank God our country has as part of our obligatory system, “a person is presumed innocent until proven guilty.” As a result, Brett Kavanaugh is a Supreme Court Justice and Andre Bouchard will probably remain a Chancellor. But as least Kavanaugh can say he lived through the scrutiny of a tough confirmation, and succeeded. Bouchard cannot. And Delaware will be paying the price for years to come.Delaware’s economy is in crisis. For over a year now, I have been screaming from the rooftops about a dangerous situation that could push this mess into a statewide economic abyss affecting every person in Delaware. This is of course, the result of Delaware’s Chancellor Andre Bouchard transforming our cherished and once revered institution, Delaware’s Chancery Court, into what I and countless others, now equate to a third-world Kangaroo Court, where decisions with massive implications for thousands of victims are made capriciously and arbitrarily. Indeed, with 4,000 employees and offices in 30 countries all affected, the damage to Delaware from Bouchard’s whimsical decisions in the TransPerfect case, has now come home to roost.   Over 1/3 of Delaware’s income comes from companies choosing to incorporate here. Bouchard’s questionable, legal actions have contributed to Delaware’s drastic drop from #1 to #11 in a business confidence survey by the U.S. Chamber of Commerce. The catalyst for the downward spiral? You guessed it: “Judicial Impartiality of Courts” — Bouchard’s TransPerfect decision took us from #2 to #15 in this critical catagory, and no one is willing to take him on — except for yours truly. I will take him on until I see these TransPerfect families safe, and Delaware’s economy resurrected from this crisis.   Famous constitutional scholar and law professor Alan Dershowitz has now come out with guns blazing on the right side of this issue. Before this, Dershowitz has been quoted publicly as saying: “Anyone who advises their client to incorporate in Delaware is tantamount to business malpractice.” Think it could not get any worse? Think again! See the article below released yesterday in Forbes! We’re not talking about the Delaware News Journal now, we’re talking national coverage of Delaware’s local disgrace.   Court corruption is a problem as I see it. Another thing that spurs me to action is the apparent disregard by many establishment legislators to understand their job is to make laws that protect and help people and businesses that respect separation of powers, and provide for the checks and balances required by the Constitution. “Absolute power corrupts absolutely” and the Chancery Court’s Chief Chancellor, Andre Bouchard, is just too powerful and too rogue to be the answer for a state in an extreme economic crisis. SB-53, sponsored by Senator Colin Bonini, is part of the answer, and should have been passed in this last legislative session. Once this rigged auction process takes place, and these American jobs are lost forever, I predict the Delaware economy will be in irreparable ruin, as corporations cease incorporating here. Then, all these legislators can do is look back and say: “Sorry, we should have acted with the leadership our constituents expected, when they voted ‘us’ in as lawmakers.”   Certain Republican Senators who should have been 100% behind Bonini are blinded by the illegitimate status quo in Delaware. These people are jaded beyond redemption, are without vision, and absolutely need to be replaced.        

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Should Your Company Incorporate In Delaware?  Not so Fast‌

    GUEST POST WRITTEN BY Alan M. Dershowitz 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.  

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  Please note new e-mail address, [email protected]   Please note new Twitter account, https://twitter.com/Judson_Bennett     Below is a shocking and disturbing publication that was placed in the News Journal, on Thursday July 27th by the Citizens for Pro Business Delaware group. They are fighting the forced dissolution and sale of TransPerfect by Chancellor Andre Bouchard. My sources tell me the ad was also published in the New York Law Journal. Basically, this significant advertisement clearly lays out, for all to see, what looks to be the specific and outrageous billing orchestrated by the Court-appointed Custodian, Robert Pincus, who is Chancellor Andre Bouchard’s former business partner. According to my reliable research, these grotesque expenditures are unnecessary and seemingly for the profit of Robert Pincus, his law firm, and his buddies at the expense and detriment of TransPerfect Global and its employees. Without itemization these unchecked bills are lumped together and paid by Court Order from TransPerfect’s coffers with the approval of Chancellor Andre Bouchard. The bottom line is, if this can happen because of the arbitrary and biased decision by a rogue and inexperienced Chancellor, who through his seemingly nefarious actions is destroying the credibility of Delaware’s esteemed equity court — the Delaware Court of Chancery — by illegitimately giving his buddies a small fortune, Delaware will indeed, and in time, lose its incorporation bonanza and 1/3 of its income. Shame on these people! It is an outrage for the courts to allow — much less condone such unchecked fee gouging — backscratching and cronyism for what looks to be pillaging of the bank accounts of a successful company.  I again call upon lawmakers to stop what’s happening, require itemized bills to be filed, and force these firms to reduce their rates and stop this outrageous gouging! As always your comments are welcome, SEE the amazing advertisement below:   [wpvideo AXkW29HA] The case of TransPerfect and the decision in the Delaware Chancery Court was unprecedented, and is believed to have been wrought with conflicts of interest and questionable dealings. This recording is an example of the hypocrisy in the courtroom meted out by Philip Kaufman at Kramer Levin.  

“CRITICS SAY DELAWARE’S BUSINESS COURT HAS GROWN TOO POWERFUL”

In this segment, which aired on Bloomberg Businessweek in September 2016, correspondents discuss the controversy surrounding the Delaware Court of Chancery’s ruling to dissolve TransPerfect in order to resolve a shareholder dispute.

[wpvideo M7U7fimj]

TransPerfect is a financially healthy company posting record revenues and profits despite the ongoing litigation in Delaware.  Chancellor Andre Bouchard’s decision was based on Section 226 of the Delaware Corporate Code.  The ruling was met with a massive response by TransPerfect employees who–unaware of any irreparable harm–continue to fight for the company’s survival.

A Checkered Past

For those who may not know, since October of 2015, I have fervently questioned Delaware Chancellor Andre Bouchard, who prior to his appointment to the bench was a Democratic activist, over his appointments for the position of Chief Deputy for the Register of Wills Office in Sussex County, Delaware. I challenged him for appointing three democrats (possibly political favoritism) over more accomplished personnel already within the office of the Register of Wills. Since the appointments, each of them have failed in their duties and have since been replaced, one after the other. Instead of following the recommendation of the elected Register of Wills, Cindy Green (a Republican), who highly recommended a competent, experienced, electronic-filing expert already employed within the system, Bouchard has created dissension and multiple problems resulting in delays for people needing to get their estates in order. Hopefully Bouchard’s next appointment will be better. Following this background is another situation involving a current case in Bouchard’s Court, which I find interesting:

TransPerfect

I have been made aware of a Delaware corporation operating in New York City that is in litigation in Delaware’s Chancery Court. The Honorable Chancellor Bouchard is presiding over the case. I have obtained significant documentation, letters, affidavits, and so on. The company’s name is TransPerfect Global and it is owned by Phillip Shawe and Elizabeth Elting. Elting (the Plaintiff in the case), wants to sell her half of the business, but she wants more for her stock than it is worth. She wants the controlling share. Shawe wants to buy her out and keep growing the business, but Elting will not agree, so hence, the Chancery Court has taken over. When these things happen, equity is supposed to reign, not arbitrary and capricious rulings which may end up destroying a viable American company. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $600 million dollar company that employs 4000 people, is being forced by the Chancery Court to be sold because one stockholder chooses to be greedy? Delaware’s Chief Chancellor, Andre Bouchard refuses to address the evidence presented to him, and force an equitable sale to the willing partner, but chose to dissolve the company. I call it inequitable, especially when the company will most likely be put up for sale and thousands of jobs will be lost. Does this sound equitable? Bouchard installed a custodian who is a friend of his, and that man, Bob Pincus, received a detailed letter from 75 senior staff members at TransPerfect asking him and the judge not to sell the company. They asserted faith in Shawe as a manager and their roles in keeping the company in great financial standing. Pincus, a former Partner of Bouchard’s at “Skadden Arps”, chose not to share the letter with Bouchard. Instead, he claimed that he got “a letter from some of the staff” airing their grievances. Instead of refuting Bouchard’s claim that the company is in disarray, Pincus failed to disclose the fact that 75 top employees expressed concern over the court forcing a sale, and demonstrated that the company is running smoothly. These employees also made an offer of $200 million to buy out Plaintiff Elizabeth Elting. Understanding the amount is less than 50% of the company’s worth, and less than the figure Shawe offered to Elting, which she turned down, the point is that the employees were willing to put their own money up because they trust Phillip Shawe to run TransPerfect. Chancellor Bouchard apparently is not considering this in his assessment. From his rulings so far, he has empowered himself by declaring the successful firm in harm’s way. Affidavits on public file in a NYS court were also handed to Bouchard showing over 175 employees’ outstanding opinions of Phillip Shawe as a manager who cares about his company. Folks, as Shakespeare once said, “Something is rotten in Denmark.” What do you call it when the temporary court appointed custodian, a man named Bob Pincus, is appointed to run the company by Chancellor Bouchard and it turns out that Pincus just happens to be a friend of Bouchard’s? I call it cronyism, scratching the back of your buddy. Pincus, according to the evidence and complaints by the current company employees, has unnecessarily spent millions of dollars in ridiculous consulting fees, all while running up the cost of the litigation. Ouch!! Particularly outrageous, is that Bouchard recently appeared on a Tulane Law School panel discussion with Plaintiff Elting’s attorney, Kevin Shannon a couple of weeks ago in New Orleans at Tulane University (* a reference is provided below). The “jury is still out” in this case and Bouchard is the sole jurist. Their joint appearance certainly has the “appearance of impropriety” and should be cause for Bouchard’s recusal from the case. Additionally, the impropriety could be justification for an appeal or even a sanction from the Delaware Bar Association? What do you call it when Chancellor Bouchard appears on a public panel in New Orleans with the plaintiff’s attorney? I call it impropriety, especially when Bouchard is about to decide the fate of the defendant in the case. Under Delaware law “the appearance of an impropriety is as bad as the impropriety itself.” Bouchard should recuse himself from this case. It appears from the evidence, pleadings, and denials I have reviewed that Chancellor Andre Bouchard continuously plays loose with not only fairness and equity, but also with propriety and ethics. From my perspective, the concern here is that Delaware depends on its corporate fees to fill its coffers. Delaware is known as the corporate state. When its equity court, the Court of Chancery, becomes compromised by poor decisions and the appearances of impropriety, then why would people continue to incorporate their businesses in Delaware? This should be of great concern to our legislators, our business people, and all of our citizens. Delaware’s economic growth is depleted enough as it is. There is much more to come on this topic and this is the primary salvo. This is an interesting scenario – and a first of its kind – whereby a viable business could be forced out of business by the judicial branch of Delaware’s government. I have sent my opinions to Chancellor Bouchard, who is supposed to rule on this case on April 27th. I am curious to see what happens, however all indications from the previous pleadings and denials which are public record indicate that the company will go on the auction block and could be eventually outsourced abroad, killing thousands of American jobs. Folks, this is not what America is supposed to be about. Indeed, I find this possible scenario most disconcerting. Your comments are welcome and subject to being forwarded. Respectfully submitted, JUDSON Bennett-Coastal Network

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    

Should Chief Chancellor Andre Bouchard be impeached?

  Chief Chancellor Andre G. Bouchard and his court appointed custodian of TransPerfect Global, Inc, Robert Pincus are being sued in the United States Southern District Court of New York by a high level executive, Timothy Holland, who claims Bouchard and Pincus have violated his constitutional rights-specifically his 1^stand 4^th amendment rights. The right to free speech and the right to be secure in your papers and possessions are basic human rights that we Americans cherish and are fundamental to our freedoms as Citizens of the United States. When these rights are violated, there definitely could and should be civil and criminal consequences. Having investigated this TransPerfect case and written about it frequently, there are some very disturbing issues about Chancellor Bouchard’s actions that need to be examined in regard to his rulings. Let me be specific about what has occurred so far in relation to the established and legal “DELAWARE JUDGES’ CODE OF JUDICIAL CONDUCT 2008 TABLE OF CONTENTS” : Under Canon 1: A judge should uphold the integrity, independence, and impartiality of the judiciary. Rule 1.1 Compliance with the law. Rule 1. 2 Promoting Confidence in the Judiciary. Rule 1.3 Avoiding abuse of the prestige of the Judicial office. Chancellor Bouchard from the legal opinions I have gleaned and from the Court records has not been in compliance with the law. The law clearly states that a company can only be sold by order of the Judge when disagreements occur in a company that has only 2 stockholders. TransPerfect has 3 stockholders. Bouchard in his order to sell this very profitable company is violating Delaware’s business law. If anything, Bouchard has put the prestige of his judicial office at risk. Nobody who is in business with a Delaware corporation right now feels any confidence in Delaware’s Judiciary. As to Canon 1, Bouchard has failed miserably and is suspect in my opinion. Under Canon 2: A Judge should perform his duties of judicial office impartially, competently and diligently. Rule 2.1 Giving Precedence to the Duties of Judicial Office. Rule 2.2 With Impartiality and Fairness. Rule 2.3 Without Bias, Prejudice and Impropriety. Rule 2.4 With No External Influences on Judicial Conduct. Rule 2.5 With Competence, Diligence and Cooperation. Rule 2.6 Ensuring the Right of All Parties to be Heard. Chancellor Bouchard has in no way been fair or impartial without bias, prejudice and impropriety. If anything he has been the exact opposite. He has exhibited grotesque bias against Phillip Shawe in favor of the Plaintiff Elizabeth Elting. Bouchard has not allowed testimony to be presented or all parties to be heard in regard to Phillip Shaw’s position in this remarkable case. Bouchard’s former business relationship with Elting’s attorney Keven Shannon and appearing together with him on an educational panel in New Orlean’s reeks of impropriety. Indeed as to Canon 2, Chancellor Bouchard fails miserably and is suspect in my opinion. Canon 3 and Canon 4: A Judge should regulate extra judicial activities to minimize the risk of conflicts with judicial duties. Rule 3.1, A Judge should be careful with Extrajudicial activities in general. Rule 3.2 Avoid Appearances before Governmental Bodies and Consultation with Governmental Officials. Canon 4: A judge should refrain from political activity inappropriate to the judge’s judicial position. Again, Chancellor Bouchard appeared with the plaintiff’s attorney in a public forum during the decision stage of this trial. This attorney is an old buddy and business associate of Andre Bouchard. This is a violation of the Chancellor’s direction of avoiding improprieties. Bouchard appeared at Legislative Hall in Dover on May 18th, lobbying for a bill to do away with the Sussex County Register of Wills. This was a political action that violates his judicial direction and was totally inappropriate. As to Canon 3 and 4, Chancellor Bouchard has failed miserably and is suspect in my opinion. Back to the lawsuit against Bouchard in the UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK by TIMOTHY HOLLAND. Chancellor Bouchard appointed Robert Pincus as a Custodian to run the business and set up the sale of the company, costing the company approximately $8,000,0000 so far in audits and salaries-clearly lining the pockets of Bouchard’s cronies. Bouchard gave Pincus unlimited power in his duties, way beyond what would be normal in private industry. By order of Pincus, all the employees including the Plaintiff were forbidden to talk about the case with the threat of their jobs being terminated- a clear violation of the 1^st amendment. Additionally many of the e-mails of the employees were searched, including cell phone records-a clear violation of their 4^th amendment rights. Robert Pincus, as an agent of Bouchard’s Court and apparent direction as to how to proceed, with unlimited governmental powers, creates a definite cause for a constitutional alarm and concern over judicial impropriety in this controversial case. An objective observer (possibly a Delaware Legislator), taking into consideration Chancellor Bouchard’s seemingly controversial acts in regard to the official Delaware Code of Judicial Conduct, could be deeply concerned. Additionally, if it is proven in US District Court that Bouchard violated Timothy Holland’s civil rights, an objective observer (possibly a Delaware Legislator) might think all of these in combination would be grounds for Bouchard’s removal from the bench. It is possible to impeach a Delaware Judge by way of the legislature. It takes a majority of the House of Representatives and a 2/3 majority of the Senate to get it done. Perhaps it should be considered? We will see.        Controversial TransPerfect Global case The controversial TransPerfect Global case is still in the Delaware Court of Chancery. This outrageous situation gets more and more astounding as each ruling is adjudicated. The blatant unfairness and obvious bias in my opinion by the presiding Chief Chancellor, Andre Bouchard towards one party over the other and the financial damage this Judge has done to this viable company through his determinations is beyond remarkable. The use of his judicial discretion under the law considering his appearances of impropriety involving cronyism, a dearth of evidence, and in effect his legislation from the bench by his rulings contrary to established Delaware law, are indeed frightening and disconcerting. I have been asked by members of my network and one reporter why I’ve taken this on. The answer is that whenever there is, in my educated opinion, an obvious and insidious case of injustice involving politics or government, which I can back up by the facts, especially in my home state of Delaware, then I’m going to write about it. I’ve become a pundit of sorts and it is an enjoyable hobby. My Coastal Network, which reaches over 6,000 people through personal e-mails and now Facebook is an informative vehicle that has been extremely effective over the years. One of the best things about being an American is being able to use my First Amendment rights of free speech, especially since I like to write. Believe me there are those in this country who would love to take that away from us, and we have to be eternally vigilant in all matters of our constitution. That said, I first noticed Chancellor Andre Bouchard in regard to his involvement with the Register of Wills office in Sussex County, Delaware where he used his Judicial power under the law to appoint two apparently incompetent chief deputies who couldn’t properly do the job, ignoring the recommendations of the elected Register of Wills, the Honorable Cindy Green, thus thrusting this important office into chaos. His arrogance and disrespect of the elected Register of Wills by making political appointments instead of the most qualified, made me wonder then about his objectivity. Chancellor Bouchard further led the charge in the Delaware legislature to do away with this office, putting everything involving wills under the Court of Chancery. This would have taken away the personal service in Sussex County for its citizens and ultimately costing the Sussex County residents more money. Fortunately, the legislature chose to not implement this action. Regardless, after that I started watching Bouchard’s Chancery Court cases. The TransPerfect case caught my attention. Since then, I have followed it in detail, investigated and researched those involved, gleaned expert legal opinions, spoken with employees of the company, read all the court documents, and have ascertained that something is radically wrong with the whole deal. The two founders and stockholders, Phillip Shawe and Elizabeth Elting, are entwined in a legal battle that is rocking the corporate world. Elting wants to sell and Shawe does not. Shawe is willing settle out of court, Elting refuses to settle, using the bias of the court to hopefully glean more money in her pocket. Chancellor Bouchard’s decision to sell this viable company—clearly based without merit or proper evidence, creates huge concerns for those who are incorporated in Delaware and those who might choose to do so in the future. If Delaware loses its corporate franchise, it could lose millions of dollars, plummeting it into the red so deep, it would never recover. Reiterating the facts, under Delaware business law, a company is not supposed to be sold unless there is evidence of irreparable harm. TransPerfect has shown a profit for the past 24 years, and now makes $500,000,000 a year — no harm here at all. Regardless, the Chancellor does have the authority to force the sale of a company when there are disagreements if there are only two stockholders. Folks, TransPerfect has *three stockholders* and Bouchard is making new law here according to my legal experts. Bouchard has a long-term friendship and business connection with Elizabeth Elting’s lawyer, Kevin Shannon; they worked on the Disney case together 20 years ago, and served on an educational panel together in New Orleans *during the decision stage of this trial.* Andre Bouchard should have recused himself immediately. *By not doing so, he has created the appearance of a serious impropriety.* To make matters worse and making objective observers concerned about the possibility of corruption, Bouchard ordered a custodian—another one of his good friends and former colleague Robert Pincus to take over the company. He has ordered an audit of the company with huge salaries and fees to all of his friends, costing the company around $8,000,000 dollars over the last 10 months. Any doubts who benefits from this long drawn out affair? Bouchard’s cronies. It gets worse than this folks… Bouchard has denied the production of evidence indicating a plot by Elting to make Shawe look bad by having her husband Michael Burlant (TransPerfect’s lease agent) intentionally create lease problems overseas. Elting also has taken funds from the company (over $20,000,000 dollars), which are also questionable. Yet when Phillip Shawe checked out Elting’s e-mails on the company server with a professional fraud investigator on hand — shortly after finding out that she had secretly made over $150,000 in payments to her attorneys and financial advisors indicating her questionable activity, Chancellor Bouchard arbitrarily and capriciously sanctioned Shawe on the sole say so of Elting’s lawyer. No evidence, no testimony, no proof — denying Shawe his due process. The sanctions include 1/3 of Elting’s legal fees and 100% of her fees for the hearing on sanctions created by Bouchard in the first place, where he ruled against Phillip Shawe in all ways, costing him millions of dollars. The bottom line here is thousands of TransPerfect employees could lose their jobsand a viable company could be destroyed. Obviously Judge Bouchard does not care about that. The bias and prejudice against Phillip Shawe by this Judge is unprecedented in Delaware’s Chancery Court. Could it be that Andre Bouchard is using his Judicial power by suppressing evidence to rig a result that’s good for his buddy Kevin Shannon (Elizabeth Elting’s attorney), thus creating huge legal fees that are going into Shannon’s pocket? The apparent and absolutely unnecessary raping of a company (which epitomizes the American dream) by the Judicial Branch of the State of Delaware through the actions of a rogue Judge creates much negative speculation which is never a good thing. These facts and appearances of impropriety make me shake my head and wonder how this can happen in Delaware’s valued and respected equity court? More to come, so please stay tuned. With respect as always As always your comments are welcome and subject to being forwarded. Respectfully Submitted, JUDSON Bennett-Coastal Network      In the past several months, I have written extensively about the astounding case still going on in Delaware’s Chancery Court involving TransPerfect Global, whereby Chief Chancellor Andre Bouchard has ordered the sale of a private, extremely profitable company. According to my expert legal sources, the Delaware Chancery Court is under no duty to insert itself, and replace the free market by adjudicating a solution when there are simply disagreements between stockholders that involve no wrong doing. This company should not be dissolved under the present circumstances. Chancellor Bouchard has seemingly made a radical, rogue, and reckless decision that could damage the state of Delaware’s corporate future. TransPerfect has annual revenue of approximately $500 million and 4,000 employees in 90 different cities worldwide. It also happens to exemplify the American dream, where two people had an idea and created a successful business. Unfortunately, Elizabeth Elting now wants an immediate exit strategy and is using the valuable resources of the court to manipulate a sale process that gives her a share price that she is not entitled to on the open market and is selfishly leaving the employees up in the air. Basically, Chancellor Bouchard has essentially applied family court principles to this business saying, in effect, that when two people get a divorce and cannot agree what to do with the house, the house must be sold to a third-party, and the monies received are to be split equally. Why is this wrong? Under Section 226 of the Delaware Business Law when two or more shareholders cannot agree, the court can order the sale of the company, but there is one key difference. There must be a showing of irreparable harm. The easiest way to determine irreparable harm is by a very simple indicator. Is the company profitable? TransPerfect Global has been extremely profitable every year of its 24-year existence and continues to thrive. So where is the irreparable harm Chancellor Bouchard? Just because one owner claims she doesn’t want to work with her partner anymore doesn’t mean the Court should intervene. Your “equitable” solution is a dangerous precedent which will not only scare companies away from Delaware, but clog our judicial system with merit-less cases whenever a stockholder wants a better deal than they negotiated. Interestingly this is only part of the problem, because in this case there are not just two stockholders, there is a third, and that changes things drastically under Delaware Law. Plaintiff Elting owns 50%, Defendant Shawe owns 49%, and Shawe’s mother owns 1%. Besides being clearly prejudiced against Shawe, ignoring the overwhelming testimony of 10 witnesses to Elting’s 0, and operating under the appearance of several improprieties, Chancellor Bouchard has overreached his authority in another way that is just as equally threatening to the incorporation business that Delaware relies so heavily upon. This type of judicial overreach is so outrageous that many legal experts are truly fearful of the future of this State’s reputation. The bottom line is that Chancellor Bouchard is ignoring the fact that there are three stockholders and saying basically that “because Shawe’s mother usually votes with him, it is the same as there being only two.” This action by Chancellor Bouchard is unprecedented, has the potential to create turmoil and needless litigation in the business community, and has prompted employees and concerned citizens to organize to bring about change in the law; whereby a Judge cannot arbitrarily order the sale of a company when legal precedent states otherwise. In reality, they shouldn’t have to change it, because Bouchard is already acting outside what the legislature intended his powers to be by fabricating the “irreparable harm” component. Senator Colin Bonini (R), much to his credit, proposed Senate Concurrent Resolution 91 which basically requested that the Delaware Bar Association review the law and come up with viable legal alternatives to rulings of this sort. The resolution was non-binding, harmless in all respects, and was intended to open the door for potential legislation if after review and discussion changes were determined to be reasonable. Unfortunately the proposal never came to a vote due to a lack of time and lack of understanding on both sides of the political aisle. Not really knowing the facts of the case, certain establishment politicians who wanted to maintain the “status quo,” regardless of this apparent inequity, planted their feet and closed their minds to positive change and clarification of the law. Senate Minority Leader Gary Simpson could have facilitated the vote on this issue, but chose not to do so. According to Senator Simpson, he contacted former Chief Chancellor Chandler who was a highly respected Sussex County Judge. Chandler advised Senator Simpson that often the Chancery Court orders the sale of companies when there are disagreements in 50%/50% partnerships, however Senator Simpson did not tell him that this was a highly profitable company, that the decision was unprecedented in the history of Delaware, and that there were three stockholders and not just two. As quoted in the News Journal– “We have a reputation in Delaware for having a Chancery Court where litigants and their attorneys know how Delaware law reads,” said State Sen. Minority Leader Gary F. Simpson, a Republican and opponent of changing the court’s authority. “To give uncertainty because a party may be able to persuade the Delaware Legislature to change things is just bad.” Well folks if something is wrong in the law, and something is inequitable, or allows a freshman judge to interpret it in an inequitable way, then the law needs to be changed. I disagree with Senator Simpson and others who failed to support this positive attempt at making Delaware’s Chancery Court and state laws better and more business friendly, with less uncertainty. Corporate litigants, who have disputes, should be able to count on Delaware for fair and equitable solutions under the law; and our laws should not be frozen in time when they are ambiguous enough for Chancellors to abuse their discretion by way of an unclear loophole. Frankly, according to my sources in the legal community, Chancellor Bouchard has already tarnished his own personal reputation with his handling of TransPerfect case. Regardless, there is a larger cause for all Delawareans that hangs in the balance. Our business-friendly reputation as the nation’s corporate capital and all the thousands of jobs this creates is now at stake. Our state’s reputation for predicable and reasonable adjudication of business disputes is essential to the economy and the people of Delaware. If Bouchard wants to gamble, he should go Dover Downs with his own money. He should not be betting Delaware’s reputation from the bench with arbitrary and capricious decisions. Regardless, this writer will continue watching and reporting on this remarkable case in Delaware’s Chancery Court with the Honorable Chancellor Andre Bouchard presiding. The “rub” in this case is not going to go away and there is no doubt that appeals will be taken and there will be another campaign at correcting the law again in January. As always your comments are welcome. As always, with Delaware’s best interest in mind Respectfully Submitted, JUDSON Bennett-Coastal Network Delaware Companies at Risk  

I Won’t Stop Telling the Story of this Travesty

  Dear Friends, The TransPerfect Global case going on in Delaware’s Court of Chancery has become a huge controversy, and it is not going to go away. Chief Chancellor Andre Bouchard, has in the wake of innumerable appearances of impropriety, made an arbitrary and capricious decision– forcing the sale of an extremely profitable company (putting thousands of jobs at risk). I intend to exercise my first amendment rights on this issue until the legislature opens again in January 2017. The job of this Court is to administer Equity (Fairness). When there is the slightest possibility for fairness to not be properly administered, then something is wrong. This being said, why would anybody wish to incorporate in the State of Delaware, when the corporation could immediately and legally be at risk by potential Chancery Court action? Rhode Island and Nevada have competitive incentives for businesses to incorporate in their states. Delaware’s corporate franchise brings millions of dollars into its coffers. When the possibility of losing that long- standing income stream becomes apparent, then it is time for legislators to act to protect Delaware and its citizens. According to Harvard Business Services owner Rick Bell (one of the world’s top Delaware incorporators), incorporations were down by almost 2% in Delaware in 2016. Has anybody noticed that Delaware’s economy is not exactly booming? Senate Concurrent Resolution 91 Senate Concurrent Resolution 91 was proposed and introduced by Senator Colin Bonini (R) to open discussion, and evaluate ways to legally make Delaware’s Chancery Court better. I give Senator Bonini tremendous credit for recognizing the importance of opening this dialogue. Although this harmless and positive resolution was not voted on by the Senate as this legislative session has ended until next January– no doubt a huge message has been sent. Next year, when there is more time, hopefully it will be voted on with bipartisan support in both houses of the Delaware legislature. This has become a political issue now for the voters to consider when voting in future Delaware elections. Most of Delaware’s lawmakers are open-minded and willing to listen and I am hopeful that next year some changes in the mandate of the Chancery Court will be implemented. I have enclosed in the body of this email Senate Concurrent Resolution 91 for you to consider and evaluate. I think you will agree that it would be a positive step toward actual legislation. As always, your comments are welcome. Because the matter deals with a member of the court and a local politician (yes, a judge is a politician too), when it looked like the issue was getting some attention and even some traction, the powers that be sought to silence the protest. This is an important matter and it needs to be addressed in an objective way. How can a court ordering the sale of a functional and successful company because one owner wants more money than was initially agreed upon not impact other businesses that are incorporated or may incorporate in Delaware?     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.   

A CONCERNED DELAWARE ATTORNEY

Dear Friends, I received this amazing e-mail below from a prominent Delaware attorney who has chosen to be a “whistle blower” of sorts in regard to Delaware’s Chief Chancellor, Andre Bouchard, specifically as to the inequities of the TransPerfect case of which I have been recently writing about. At the request of this person I have removed his name, as he fears retribution from the court that could affect his livelihood. Maintaining my journalistic integrity, I am bound to honor his request to remain anonymous. I will call him from now on “A CONCERNED DELAWARE ATTORNEY.” Regardless, I assure you of the legitimacy of this person and his production of the facts from his years of legal practice. The importance I feel in publishing it to all who are interested is paramount. Delaware’s credibility in regard to it’s future as America’s corporate capital is at stake. Please read below and as always your comments are welcome. You will be amazed at this legal analysis by an objective expert.  

The Implications of the TransPerfect Forced Sale

Dear Judson: I have been following your articles regarding Chancellor Bouchard and the TransPerfect case. The issues you discuss are indicative of underlying and systemic problems in the Delaware Chancery Court. I have talked to more than a few attorneys who agree the result in the TransPerfect matter is an astonishing travesty of justice. I have read the hearings and trial transcripts, studied the decision, and have come to the inescapable conclusion that the fundamental principles that have long been the back bone of Delaware Corporate law were not properly utilized in the TransPerfect case. It is clear the Chancellor had a personal bias against Shawe or for Elting, and from then on, all his interim decisions were on auto-pilot, favoring Elting. Attorneys I’ve spoken with are split as to whether the root cause is Chancellor’s lack of experience or the more troubling reasons you suggest in your articles. Whatever the cause, these attorneys, as am I are now afraid of publicly stating their true belief’s about the Judge’s decision. Why? Because they wish to continue to practice successfully in Delaware and fear retribution from the Chancery Court, where Chancellor Bouchard will be sitting for the next 12 years. No attorney wants to be worried about being blacklisted by the Court that they do business in because they were candid about their legitimate concerns involving the TransPerfect case. Though your article was quite thorough there are a few additional points that your readers might find very interesting. I have begun to list the many issues with Bouchard’s decision below, which have the potential to set a disastrous precedent in the Chancery Court, and in turn, Corporate America.  

TransPerfect has 3 Shareholders, Not Two

1. THE COMPANY IS NOT 50%/50%

The company is 50%-49%-1%. Why is this important? Because Bouchard is using a history of voting patterns (rather than true ownership) to invoke Section 273 principles which the legislature has made clear should only apply in a two shareholder situations.TransPerfect has three shareholders, but because Shirley Shawe is Philip Shawe’s mother Bouchard is saying that because they vote together, he can treat them as the same shareholder. This is a reckless and dangerous precedent to set, and a formula for a vast increase in litigation by stockholders who will view the Chancery Court’s broad equitable powers as a way to get a better deal than what they negotiated for in their shareholder agreement. Simple example: Huge investing groups vote the same on Board and Shareholder decisions all the time. In applying new law Bouchard proposes to create to a scenario where there are, hypothetically, four hedge funds that each have shares in a profitable company with 10%, 17%, 33%, 40%, stakes respectively and litigation is commenced between the shareholders, there would be a strong likelihood of a disastrous and inequitable result. If the 10% shareholder and the 40% shareholder have always voted in a consistent pattern then, for purposes of dissolution, the Court (i.e. the government) could seize control of a profitable private company, with capable management, and auction it off to the highest bidder.

Unprecedented Ruling by Bouchard

What Bouchard’s unprecedented ruling in the TransPerfect case does is turn Delaware’s law (and reputation) on its head creating substantial uncertainty for the corporate world which looks to Delaware for stability and predictability. It is telling that if TransPerfect had been an LLC (rather than a corporation), it would have been beyond Bouchard’s power to dissolve it as long as it could continue to fulfill its purpose.

1. DELAWARE DIRECTORS MAY NO LONGER HAVE RIGHTS TO BOOKS & RECORDS

It is undisputed that Elting took $21 million in unilateral unauthorized distributions (the word for dividends in an S-Corp), that she claims she was justified because it was for her individual taxes. Bouchard whitewashed this conversion of funds, as well as Elting’s subsequent raiding of the company coffers to pay her personal lawyers and advisors (Kramer Levin Naftalis & Frankel and Kidron Advisors). Once familiar with the facts, even the Chancellor’s hand picked Custodian would not condone such avaricious behavior and forced Elting to repay the absconded funds. When Shawe entered Elting’s office to investigate the unauthorized distributions, as Delaware law requires him to do as a Director and Officer when suspecting fraud, he was with a professional Fraud Examiner while doing so. Yet, the court was deceived into ruling that Ms. Elting’s company-owned office was somehow her private personal property. Shawe had every right (and duty) to examine her emails stored on the company equipment and enter her company for an investigation, once he suspected fraud. Now, he faces unwarranted sanctions for doing so. Additionally, these emails contain information which would have exonerated Shawe. Yet, the Chancellor improperly refused to allow them into evidence. Instead of reviewing the emails in camera, the proper course for a judge when fraud is alleged, Bouchard is now threatening to sanction Shawe by paying millions of dollars in Elting’s legal fees. This is another disastrous precedent Bouchard has hoisted upon the Chancery Court. Can anyone imagine a world in which a Director or Officer (in this case Elting), empowered by the Company Handbook, cannot be investigated for fraud if suspected by her Co-Directors and Officers—for fear of an unwarranted multi-million sanction? This aspect of Bouchard reasoning alone is spine-chilling, impractical, and defies logic. III. PUNITIVE SANCTIONS Bouchard has stated he believes it is within his powers to sanction Shawe punitively for the full amount of legal fees Elting has run up in the case—even for causes of action that Elting dropped at trial. Therefore, he contemplates having Shawe reimburse Kevin Shannon (Potter Anderson) for bringing baseless claims and causes of action that could not be proved at trial. I cannot think of a precedent that would encourage more frivolous litigation. The more claims Elting brings that she can’t prove, the more it costs Shawe in reimbursing Kevin Shannon and Potter Anderson. One might argue that Bouchard was being fair because he sanctioned Kramer Levin$135,000 for failing to answer deposition questions. However, this argument is a red herring. From the public record, the deposition testimony of Ronald Greenberg of Kramer Levin is plainly critical to proving Shawe’s claim that deadlocks were manufactured and that in a well thought out plan he masterminded a scheme to use dissolution as a vehicle to maximize Elting’s exit value. What Shawe needed was an order that Elting’s attorney answer the questions. Instead the court sanctioned them $135,000 for the cost of the deposition and shielded Greenberg from ever having to answer the questions. I’m sure Shawe would have preferred to soak up the cost to expose the Elting’s fraud, but Bouchard forestalled this line of inquiry. This hollow gift from Bouchard to Shawe, appears calculated to allow Bouchard to appear even-handed, while doling out his pre-ordained sanction on Shawe. Judson, I could keep going and going, helping you analyze the obvious travesty of justice, destruction to Delaware’s reputation, and the detrimental effect that Chancellor Bouchard’s decision has had all the stakeholders of this thriving business (except Ms. Elting and Kevin Shannon). And I have not even reached the most shocking material—including Bouchard’s new definition of the 226 “irreparable harm to the business” standard that he used to empower himself to takeover TransPerfect. However, as I close PART #1, I just want you to know one thing: There are many attorneys and members of the Bar in Delaware who feel the same way that you do, and want to see this company left alone from Bouchard’s bias, activism, and judicial overreach, but are too afraid to sacrifice the next 12 years of their career to speak out against him. Thank you, Judson, for having the courage to say what others will not, and for your journalistic integrity. A Concerned Delaware Attorney Respectfully submitted Respectfully Submitted, JUDSON Bennett-Coastal Network     Source: http://hubpages.com/business/Shocking-Legal-Analysis-of-the-TransPerfect-Case  Delaware Legislature Must Act Dear Friends, On Friday, June 17, 2016, reporterJeff Mordock wrote an article in the Wilmington News Journal about the controversial TransPerfect Global case which is before the Delaware Court of Chancery (which I have been writing about), whereby Chief Chancellor Andre Bouchard, ordered the sale of this extremely profitable company, siding with the Plaintiff, Elizabeth Elting (who appears to be spiteful, vindictive, and acutely unreasonable, from the court documents and pleadings I have read) over defendant Phillip Shawe who appears to love his company, cares about his employees, and has led the company successfully through his brilliant creativity and hard work. Shawe does not want the company sold and Elting does. Shawe has offered Elting more than what her share is worth, however she only wants to hurt Shawe by refusing to negotiate in good faith. The Chancellor in the wake of obvious cronyism and the appearance of personal improprieties has made an arbitrary and capricious ruling, although certainly within his legal right, which is clearly inequitable and does not represent the greater good. Although, reporter Mordock was somewhat thorough in his article, his reporting was typical drive by media reporting (sensationalizing the fact that Elting and Shawe once had an amorous relationship) while missing what is most important, the fact that the company is being forced to be sold and 4000 well- paying jobs could be lost. Murdock further misses the boat here in that the American dream is being dashed because one of the owners appears to be willing “to cut off her nose to spite her face,” with total disregard for her employees’ well-being. On the other hand Phillip Shawe wants to maintain the company that he created and nurtured to where it nets over $500 million dollars per year. The article mentioned the legislation sponsored by Senator Colin Bonini (R) in the Delaware Senate to prevent the sale of company’s like TransPerfect, however Mordock only interviewed the detractors and not the proponents portraying a negative bent on the whole issue. Although reporting on the real possibility that this decision in the Chancery Court could hurt Delaware’s profitable corporate franchise which brings in millions into its coffers if future entrepreneurs start incorporating in Nevada or Rhode Island instead of Delaware, Mordock has clearly missed the boat on the real essence of this important issue. Intentional Disregard or Collusion? This brings me to the disappointment I have in Senate Minority Leader, Gary Simpson (R), and House Minority Leader Dan Short(R) who oppose the legislation. I am surprised that they don’t get it. In the News Journal article Mordock quotes Simpson who says, “He hasn’t received any e-mails about it”. Hello Senator-you are on my vast e-mail list and have received e-mails about it. Simpson further states, “We have a reputation in Delaware for having a Chancery Court where litigants and their attorneys know how Delaware law reads. To give uncertainty because a party may be able to persuade the Delaware Legislature to change things is just bad.” I vehemently disagree. Regardless of this reputation, when something is wrong, it’s wrong and if it is wrong, it needs to be changed. Delaware’s Chancery Court reputation and corporate franchise situation will be tainted by Chancellor Bouchard’s ruling and the law needs to be corrected to prevent this kind of hard core decision from being implemented. Likewise, Representative Dan Short is quoted by Mordock as saying, “ The company’s dysfunction is the result of its own lack of corporate governance to resolve a bitter dispute between its leaders. The Chancery Court is using the tools available to it under Delaware law to untangle a knot TransPerfect tied for itself.” Again I disagree whole heartedly. Who said the court is responsible for untying a knot it never made. If Ms. Elting is unhappy there was nothing to stop her from selling her shares on the open market and there is still nothing stopping her today. Instead, it appears she consciously manufactured deadlock to use the court in an attempt to get a higher price than the market is willing to pay. The law needs to be changed to prevent a litigant from using false and questionable evidence to manipulate the court. The judge in New York threw out her case; why didn’t Bouchard? Who clearly benefits by not settling? Certainly not Phillip Shawe! The Truth that Media is Missing The company is not dysfunctional, and although there was no agreement in place between the two owners to resolve disputes, there are more reasonable options available to the Court in lieu of selling a very well working company. Just because the Chancellor has the authority “to kill the goose that laid the golden egg”, doesn’t mean he has to do it. Elting is using the court and Bouchard has either fallen for it or is subconsciously working to help his buddies involved (the law firm, the custodian who spends $5 million each year of TransPerfect money, etc.) The proposed law change makes sense. The problem here is, even though I respect Gary Simpson and Dan Short and consider them friends, they appear to have become “Establishment Politicians”. The entire Delaware Legislature should go to school on the amazing phenomenon of Donald Trump ( a bombastic, politically incorrect egocentric) and Bernie Sanders (a passionate Socialist) who both are resonating with millions of voters. People are hurting and they are sick of the “Status Quo” of the “Political Establishment” on both sides of the isle. Delaware is not exactly booming with a great economy or positive economic growth. This Chancery Court ruling by Andre Bouchard and rulings like it will only tend to hurt the State of Delaware economically. The law needs to be changed in this legislative session and there is a realistic bill on the table to do so. Delaware voters are watching and they are very frustrated. The election is coming up in November. As always your comments are welcome and subject to being forwarded. Respectfully submitted, Judson Bennett-Coastal Network      What is the Court of Equity in Delaware? Dear Friends, The Delaware Court of Chancery is supposed to be Delaware’s Equity Court. What is the definition of the word “Equity”? Equity is defined by Webster’s dictionary as “ the quality of being fair and impartial.” When there is a corporate dispute, involving a Delaware corporation, the Delaware Court of Chancery decides the case. The decision is supposed to be based on objective fairness involving reasonable decisions based on the evidence provided. All relevant evidence should be objectively considered. If it is not, then there is something radically wrong. So how does TransPerfect Fit in? This brings me to the TransPerfect Global case of which I have been writing aboutwhere there are obvious improprieties involving a questionable decision. Let’s put everything in a very simple perspective. The company is a translation company that nets over $500 million dollars per year. It employs about 4000 people. It has 90 offices world- wide. It is a Delaware Corporation. There are two equal owners who were once lovers. The owners Elizabeth Elting and Phil Shawe are at odds and do not get along. Now, the case: Elizabeth Elting (who vindictively) wants the company to be sold and Phil Shawe (who loves his company and cares about his employees) does not. Shawe has offered Elting 300 million dollars for her share which is more than she would get at a public action. If the company is sold, there is a good chance that many of the 4000 employees would lose their jobs. The presiding Judge is the Chief Chancellor named Andre Bouchard. Elizabeth Elting who brought the complaint before the court refuses to make a counter offer or agree to any reasonable negotiations out of what appears to be pure spite. It certainly looks as if she wants the company to go to public auction just to hurt Shawe. Chancellor Bouchard has ordered a temporary custodian (one of his buddies) to run the company during the interim. Elting’s attorney Kevin Shannon is a friend of the Chancellor and they appeared on a legal panel together in New Orleans while in the heart of this lawsuit. This custodian has threatened employees with job terminationthrough inter office directives not to discuss the case. Millions of dollars have been unnecessarily spent with this custodian at the helm (<$5 mIllion) usurping Shawe’s successful leadership which has been clearly proven by the company’s financial success over the years and by the testimony of many employees. There was no testimony on behalf of Elting. Evidence indicating some irregularities by Elting has not been allowed to be presented. Other substantial evidence on behalf of Shawe has been ignored. Granted, under normal circumstances, when two owners of a company cannot agree and there is no written agreement in place (which there isn’t), then the assets have to be sold or one partner buys out the other? However in this case, you have one partner who is willing to buy out the other for more than what her share is worth. Let me mention one more fact. Elting lied in a recent Forbes piece where she stated that in response to Shawe’s offer she told the custodian that she would offer more. It is a lie, and she is not offering to buy, nor is she willing to sell to Shawe. This is the key fact Bouchard ignores. He can force the mediation by telling the parties he will install a third board member to break any tie and then leave the case alone. The Questions Not Being Asked Therefore I ask the following questions:

1. Why does Chancellor Bouchard not order Elting to settle or become a silent partner?
2. Why would he order the sale of a viable company possibly costing thousands of employees their jobs?
3. That being the case, why would someone want to incorporate in Delaware when this is the possible result?

I am a writer who has an interest in many things. I love to expose inequities when they are obvious. Having followed this case very carefully, there is no doubt in my mind that there have been suspicious irregularities in the way this case has been handled. There is certainly the appearance of improprieties. There has been no objective fairness, impartiality, or reasonable consideration which is the duty of this court. Elting’s lawyers even bragged about how this judge awarded everything to Elting and ignored Shawe, saying they felt it was not usual. There is certainly grounds for appeal to Delaware’s Supreme Court if this case is not equitably resolved. What a shame to have a successful business decimated because of a personal vendetta by one of the partners apparently supported for whatever reason by the Chief Chancellor. I hope justice prevails and TransPerfect remains intact as a shining example of the success of an American dream. These success stories are few and far between these days. Always on Delaware’s Side As always your comments are welcome and subject to being forwarded. Respectfully Submitted, JUDSON Bennett-Coastal Network  Rick Bell of Harvard Business Services Speaks Dear Friends, I received this e-mail from Rick Bell in response to the TransPerfect articleabout Chancellor Bouchard’s controversial ruling. Rick Bell, a former Lt Governor candidate, is Delaware’s foremost specialist on forming Delaware corporations worldwide. Rick also tells me that incorporations in Delaware are down 1.5 % and new business growth is way off. Bouchard’s actions will definitely hurt Delaware’s credibility. Below Rick Bell’s message is a News Journal article by Jeff Mordock. Please become aware of this disaster in the making by reading these articles. Call your state legislators and let them know how you feel. Harvard Business Services 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?    This TransPerfect Case Just Gets More Tangled I have written several times about the TransPerfect Global fiasco; the one where Delaware’s Chief Chancellor Andre Bouchard ordered the sale of this very profitable company. A decision that will most likely result in the loss of jobs and even destabilization of the entire company. Here you have an American success story, and a Delaware Judge who has overstepped his authority by making an arbitrary and capricious decision, which is resulting in an un-American situation. This decision is not only bad for Delaware, butbad for America. What is even more interesting and disconcerting, the temporary custodian of the company appointed by Chancellor Bouchard has now decided to apparently inhibit/prevent employees of TransPerfect from exercising their First Amendment rights. Apparently, 600 employees of TransPerfect are openly speaking out about the Court’s decision and the happenings within the company. Please read the memo below that was sent to the Management Team of TransPerfect requiring spin to be propagated to employees and threatening disciplinary action including job termination. I was copied with this threatening memo by my internal source. Custodian: TransPerfect is Doing Very Well   Custodian Robert Pincus says TransPerfect is doing well. If so, why is Bouchard looking to auction the firm?   Robert Pincus to TransPerfect Staff To the Management Team: TransPerfect is performing exceptionally well and growing quickly, thanks to your hard work. We are committed to keeping it that way, and our highest priority is supporting you and the continued success of the business. It has come to our attention that some of our employees have recently spoken with the media about the pending litigation between the shareholders of TransPerfect, and in some instances seemingly have sought to attempt to pressure the Delaware court. We believe that those actions are counterproductive and that they should stop. If you receive a call from a reporter or member of the media, our Company policy is now that you must refer that person to Joel Mostrom, who will respond directly or designate another spokesperson. We want to remind you, and we ask you to remind your colleagues, that: this policy covers all forms of responses to the media, including, without limitation, off-the-record and anonymous statements. Any deviation from this policy may lead to disciplinary action up to and including termination. Your strict adherence to this policy is expected, as well as appreciated by management and your colleagues. [TransPerfect Employee Handbook] The purpose of this policy is to avoid media and other actions that may negatively impact TransPerfect’s business. Please be mindful of the policy and its importance going forward. We ask each of you as our key managers and leaders to continue to focus on your responsibilities and serving the needs of our clients. All of our efforts should be aligned in that direction. To the extent that your colleagues have questions regarding the litigation, we have included the attached FAQs. Thank you. Frequently Asked Questions for Employees

1. Is the Company definitely being sold and, if yes, when?
   1. The Delaware Court of Chancery ruled that the Company should be sold, and the Court is expected to make a determination about a sales process in the near future; however, the Court’s decisions will be subject to appeal, so there are no definitive answers to these questions at this time.
2. I heard that the Company could potentially be “dissolved”—is that true?
   1. No—at least not in the conventional sense. While the Company’s ownership structure may change, the Company is expected to continue with business as usual. That is the best path to future value creation, and the Court has clearly indicated its intentions along those lines.
3. Is any of this likely to impact the Company’s day-to-day business?
   1. No! A third director has been appointed by the Delaware Court of Chancery to help resolve any disagreements between the Company’s shareholders and to facilitate the continuation of TPG’s strong growth and success. A final resolution of the dispute between the shareholders will only help the Company. In the meantime, it is important that we all remain focused on serving the needs of our customers.

There you have it folks, your comments are welcome. Respectfully Submitted, JUDSON Bennett-Coastal Network Should Chancellor Bouchard Mandate a Sale of TransPerfect or Allow Parties to Settle? Top of Form

•  Parties have already indicated possible settlement terms, let them do it.
•  No, Mandate a sale and force a profitable company into Dissolution

Bottom of Form See results without voting Elting and Shawe Both Made Offers Shawe Offered $300M and Elting said she would Pay Shawe More | Source Important Stories to Sum up TransPerfect Case

• Feuding ex-lovers Phil Shawe and Liz Elting inch closer to a TransPerfect divorce | Crain’s New York Slator article on Phil Shawe’s Offer
• TransPerfect Co-CEO Phil Shawe in USD 300m Buyout Offer | Slator As the clock ticks on the forced sale of TransPerfect, co-CEO Phil Shawe’s lawyer confirms his client offered $300m for 50% stake held by co-CEO Liz Elting

   Chief Chancellor Excuses Potential Fraud and Could Force a Sale of a Viable Multi-million Dollar Company? Delaware’s rookie Chief Chancellor, Andre Bouchard, is casting a dark shadow over his 2-year run as the Chief Chancery Court Judge. This was evident in one of his most recent decisions where he ignored overwhelming evidence and a pattern of behavior that I wonder could border on the illegitimate? Instead, he chose to rule in favor of a single party (Elizabeth Elting) who happened to be represented by his buddy Kevin Shannon. This culminated in a decision that has the potential to ruin a company and destroy the jobs and careers of 4,000 hardworking employees worldwide, 2,300 of them in the United States, nearly 1,000 in the northeast, and set a chilling precedent that could destroy Delaware’s longstanding reputation as the capital of corporate America. 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?   [polldaddy poll=9549700]    

Chancellor Andre Bouchard

 

Misguided Delaware Chancery Court Chancellor Andre Bouchard | Source

  Other News Stories on TransPerfect

• Feuding ex-lovers Phil Shawe and Liz Elting inch closer to a TransPerfect divorce | Crain’s New York
• TransPerfect Co-CEO Phil Shawe in USD 300m Buyout Offer | Slator As the clock ticks on the forced sale of TransPerfect, co-CEO Phil Shawe’s lawyer confirms his client offered $300m for 50% stake held by co-CEO Liz Elting.
• War between ex-lovers plays out in Delaware A pair of warring former lovers are negotiating the fate of their business or risk having it ordered sold by a judge.

 Article about Rudolph Giuliani and Chancellor Bouchard Dear Chancellor Bouchard—An unAmerican decision that hurts Delaware’s corporate credibility The article linked here was written by Jeffrey Mordock at Delaware Online, and is a follow up to the looming decision that had been scheduled for Wednesday, April 27th by Delaware’s Chief Chancellor Andre Bouchard – who initially had seemed to be siding with one party, rather than take an equitable stance. The Court of Chancery is Delaware’s equity court and decides what is to happen when there are disputes or legal problems involving a Delaware Corporation. From the rulings so far, the indication was that Bouchard was going to make an extreme decision where a successful company will be forced to be sold. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $500 million dollar company operating in New York City, that hires 4000 people, is being forced by the Chancery Court to be sold, just because one stockholder chooses to be ridiculously unreasonable? What if it is apparent that Delaware’s Chief Chancellor, Andre Bouchard refused to address the evidence presented to him? I call it inequitable, especially when the company will most likely be put up for sale and the many jobs may go overseas, thus risking putting 4,000 people out of work. Does this sound equitable? He balked at it instead. Is it right, is it fair to force a company to be sold and to put sanctions on one of the owners based on irrelevant and misleading information that has nothing to do with fairness. Is it not suspicious or at least the appearance of an impropriety when the presiding Judge who is the sole decision maker on this company’s outcome sits on an educational panel with the plaintiff’s attorney? The bottom line is that a single Judge named Andre Bouchard, Chief Chancellor of the State of Delaware’s Chancery Court is able to arbitrarily make or break a viable company. Seems un-American to this writer. Former Mayor Rudy Giuliani agrees—read the fascinating article below. Samuel Waltz, a writer for the Delaware Business Times, also wrote on this topic and explained the fact of Elizabeth Elting’s desire for a control premium, and how it seemed as if Chancellor Bouchard was considering offering it. Contact Judson Bennett References: Website for TransPerfect Global: http://www.transperfect.com/ Link to Conference in New Orleans: http://www.law.tulane.edu/tlsLifeAfterLS/Files/CLIAgenda-Revised.pdf Respectfully Submitted, JUDSON Bennett-Coastal Network Employees Rally to Save Company As the story continues, 600+ employees of TransPerfect rallied to save the company.They signed and mailed a public letter to Chancellor Bouchard begging not to permit the company the sale to an outsider, and paid for a two page ad featuring the public letter in a Delaware newspaper. On April 27, 2016, Chancellor Bouchard seemed to have yielded a little and taken heed of the various warnings. He blasted the idea of imposing an arbitrary non-compete on half owner Phillip Shawe and suggested he would not allow one. Bouchard also pushed his decision off 30 days and demanded that the parties settle it outside of his courtroom. Court Involvement Should Chancellor Bouchard Demand the two parties settle outside of court? Top of Form

•  Yes – Force them into a settlement and do not impose a sale by the courts
•  No – Just force a dissolution because the two cannot agree

Bottom of Form See results without voting Elizabeth Elting’s Position One Elizabeth Elting, 50% owner of TransPerfect, seems to be holding up the equitable sale of TransPerfect. Phillip Shawe, the other owner, has offered her 50% of the value and Elting turned it down. She wanted Chancellor Bouchard to offer the control premium, impose a noncompete and force the company to an open sale – hoping to command higher than the $300M offered (higher than 50%).   Link to Rudolph Giuliani Article

• Giuliani steps into ‘business divorce case in Chancery – Delaware Business Times Former NYC mayor tries to prevent dissolution of TransPerfect.

Jeffrey Mordock’s Article on the Hearing

• Giuliani blasts Delaware court for decision in lover’s spat A Delaware Court has come under fire for ordering the sale of a successful company started by warring former lovers.

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