In 2019, Chancellor
Andre Bouchard of the Delaware Chancery Court said he was “sympathetic to some of the concerns [TransPerfect] has raised,” subsequently
ordering Custodian Robert Pincus and Skadden Arps to provide itemized billing details in support of the many non-itemized fees charged back to Phil Shawe and TransPerfect.
At the time of the ruling, TransPerfect CEO Phil Shawe said the ruling was “a major win for transparency and openness in the Delaware courts.”
However, amidst court closures due to Coronavirus, Skadden Arps decided to hide more of its documentation, believing it would go unnoticed or that the Delaware Chancery Court would yield to its traditional practices. Finally, in a motion that upset Chancellor Bouchard, Skadden Arps submitted what it thought was an appropriately redacted motion that hid most everything.
On June 8, after TransPerfect requested Skadden Arps to clarify its redacted petition, Chancellor Andre Bouchard ordered for Skadden Arps to provide an unredacted record for TransPerfect. In what seems will finally provide just results, the Delaware Chancery Court told Skadden Arps in is not the sole arbitrator of what is secret and what is open.
TransPerfect, Skadden Arps and the Delaware Chancery, including Chancellor Andre Bouchard, have continued to go head to head for a fair outcome in what has now become a
five year legal battle. A legal battle that started
when TransPerfect co-founders Phil Shawe and Liz Elting went to court for custody over the translation company, which is now the world’s largest.
Original story in
Medium.
I had the unique experience of covering an unusual day for Delaware and the Coastal Network, on Wednesday, July 10, in Wilmington, Delaware. It involved a rousing and heavily attended press conference, a fascinating hearing in the Court of Chancery with
Andre Bouchard presiding, and a fabulous party and TransPerfect summer celebration at the Hotel DuPont later that night.
The activities began about 12:30 PM with a Press Conference — in 90 degree heat that felt like 105 degrees with unbelievable humidity — in front of the Delaware Court of Chancery which was organized by the “Citizens for Pro Business Delaware.” This group, led by articulate activist Chris Coffey, has 2,700 members, made up of TransPerfect employees who were negatively impacted by Bouchard’s decisions along with other concerned Delaware citizens. The group now appears to be dedicated to making changes to modernize the controversial rules governing Delaware’s Chancery Court. Having covered the TransPerfect case for years, and Andre Bouchard for even longer, I was pleased to take the opportunity to observe all these players face off live and in person. During the press conference on the front lawn of the Chancery Court, yours truly, like a dummy, chose to wear a dark suit — and the Delaware establishment almost had their wish for my complete demise, as I was about to pass out from the heat.
Weather and wardrobe aside, I was extremely impressed with Coffey’s platform and passion. It is unquestionable that this group shares my desire for increased transparency in the Court of Chancery, as they are proposing much needed common sense reforms. In my opinion, the legislature cannot act quickly enough to decrease perceived (or actual) corruption surrounding the Court’s activities.
The obscene and disgraceful court-ordered looting of TransPerfect continues!!! Skadden Arps gets paid more in a month for secretive and undisclosed “legal services” than normal people make in a year. It appears to me that Skadden and the judges are truly modern day Pharaohs, living extravagantly off the sweat of the thousands of innocents. I believe without a doubt that these (potentially, colluding, former law partners, “Bouchard and Strine”, both Skadden alumni) are truly a biblical plague on Delaware’s reputation. During Bouchard’s tenure, our once-great state has dropped to a dismal 48th out of our 50 U.S. states in overall business confidence, and after 15 years as the undisputed #1 in business litigation, we fell to #11.
I challenged Coffey with the following direct question, “Sir, do you think the fact that Chancellor Bouchard engaged in “boondoggle”, travel excursions with one-side’s attorney during the decision-making phase of the TransPerfect case actually created a conflict of interest and an appearance of an impropriety?” Coffey’s answer was firm and unequivocal, “Absolutely-YES!”
Folks, for those of you that couldn’t hear Chris Coffey’s speech live, I am telling you his answer and his entire speech sounded statesman-like and remarkably credible. I believe this group represents the best chance Delaware has for reform, positive change, and a fresh start — but, they must defeat a well- off Bouchard and his establishment, “good old boys” club to get it done. Make no mistake, there will be a significant battle for Delaware’s; future playing out in the 2020 election! Buckle up!!!
I then observed the Chancery Court argument. Former TransPerfect co-CEO Elizabeth Elting’s attorneys (after Bouchard handed them a $400 million check) are arguing for another $200,000. With each side lawyered up, according to the TransPerfect employees I interviewed at the Court House, this hearing will cost over $500,000 for each litigant. What judge allows $1 million to be spent to argue over $200,000??? So again, I expect payola is responsible for why this Chancellor would even have this hearing at all. In my view, it might be because his lawyer buddies could bank yet another payday on the backs of the dedicated, TransPerfect employees. It’s shameful and disgraceful!!!
In a packed courtroom, with many TransPerfect employees who believe they are all victims of Bouchard’s corruption staring at the Chancellor, I had two observations worth mentioning that won’t be found in any other transcript:
1) Bouchard appeared judicial and didn’t even resort to his biased name-calling.
2) His best pal Kevin Shannon of Potter Anderson said ABSOLUTELY NOTHING and left via a secret exit to avoid my questioning.
If someone hadn’t seen Bouchard in action before this hearing, they may have mistaken him for actually being an ethical judge on this specific day. I guess when there are a courtroom full of antagonistic folks staring you down, it must engender self-reflection.
Like the many TransPerfect employees, I will wait for the ruling — but having seen Bouchard’s judicial antics for years, I’m not sure this subjective Judge will ever rule against his best buddy, Kevin Shannon, no matter what facts are presented.
Then the fun began with a huge TransPerfect party with a fancy sit-down dinner at the Hotel DuPont. At least 300 people packed the place to celebrate that TransPerfect had survived Bouchard’s “DISSOLUTION” order, and despite these trials and tribulations, is still doing quite well as a company. (Never did their revenue slow, not even during the case.) Besides TransPerfect employees, participants included concerned Delaware citizens, a great band, the winning legal team ( including Alan Dershowitz), Villanova basketball star Kris Jenkins, Super Bowl Champion Philadelphia Eagles tight end Brent Celek, Cindy Green – Registrar of Wills office in Sussex County, Delaware Senator Colin Bonini, Sam Waltz of The Delaware Business Times, and to top it all off, a great show by Saturday Night Live star Colin Jost.
TransPerfect CEO Philip Shawe gave a gracious speech, praising all of his employees for their dedication and loyalty. Without a doubt, this man has earned the love and respect of an army of people over his 27 years in business. No one should spend their whole life building a company, and have court corruption seize it and try to auction it off to a competitor. These employees were great, happy, and thankful to still have jobs. During the evening, it really hit home to me how much Bouchard’s obvious lies and defamatory name-calling must have hurt these families over the Chancery’s 5-year occupation of TransPerfect. Bouchard called these hard-working normal folks “Dysfunctional” — In my view, this grotesque misrepresentation, was made so he could take over the company and enrich his friends. Its just unacceptable!!!
Make no mistake folks, what happened to TransPerfect in Delaware wouldn’t even happen in Russia — it’s disgusting. Regardless, I saw a company on Wednesday night that had overcome perceived corruption, while keeping the American Dream alive for themselves, and hopefully for entrepreneurs all over the world. Delaware’s business future however, will be in the hands of our Elected Officials.
Lastly and on a personal note, it was gratifying for me, as I was actively acknowledged by the employees — many who felt they were silenced and oppressed by Chancellor Bouchard and Skadden Arps Custodian Bob Pincus. They felt that I have helped give them a voice through my reporting. I told them I am honored to shine a light on injustice and corruption, and that I will continue to do so for my readers.
As always your comments are welcome and appreciated.
Yours truly,
JUDSON Bennett-Coastal Network
When it comes to corruption in Delaware’s Chancery Court,
the public must now assume: where there is smoke, there is fire!
According to a recent complaint in Federal Court,
TransPerfect’s #1 competitor was invited to participate in the
“auction” — but instead the competitor seems to have used the
Chancery’s “airtight” auction process as a massive platform to steal
TransPerfect’s trade secrets. So much for the public expectation of Delaware’s
Chancellor Bouchard to comply with his sworn duty to protect Delaware
companies– APPARENTLY NOT!
Some conspiracies fly under the radar because they are too
complicated to garner the appropriate attention, but remember folks, these
judges, lawyers, and good old boy Delaware elitists are sophisticated actors —
it’s no coincidence that $250 million was spent on lawyers and custodial fees.
Behold the following facts:
1. HIG/Lionbridge is TransPerfect’s #1 competitor.
2. Custodian Pincus of Skadden Arps allowed HIG/Lionbridge
unfettered access to hundreds of thousands of corporate documents, including
the most guarded secrets of TransPerfect.
3. HIG/Lionbridge is a client of the Skadden law firm.
4. HIG/Lionbridge is a client of Credit Suisse (but abruptly
switched sides to “represent” TransPerfect for Pincus).
5. HIG had a loan with Credit Suisse, so IF Credit Suisse
could have swung the auction results to HIG/Lionbridge, it would have helped
Credit Suisse. They call this a “conflict of interest.”
6. The “conflict of interest” would normally have
called for Credit Suisse to resign, but something made them feel protected
enough not to resign.
7. Skadden Arps alumni include none other than: Chancellor
Andre Bouchard, Custodian Robert Pincus, and Chief Justice Leo Strine
(Bouchard’s former intern).
The above information is gleaned from my two years of
research in following all the details of this case. If you think I may have the
facts wrong, then please read the following link below: publicly available in a
New York Supreme Court filing:
https://iapps.courts.state.ny.us/nyscef/ViewDocument?docIndex=qvdJYpXr7_PLUS_7tMrkT9_PLUS_oWMg==
Is all this just coincidence? But folks, we must ask
ourselves is the $250 million dollars spent and distributed among Bouchard’s
cronies and former business partners (Skadden Arps Law firm) a legitimate
situation?
Credit Suisse is also more likely to be paid back on their
HIG/Lionbridge debt, if HIG/Lionbridge got a leg up in the competitive market
for translation by getting its hands on all of TransPerfect’s trade secrets,
including detailed client information, and including decision-makers and price
lists.
Perhaps the alleged trade secret theft happened with
HIG/Lionbridge acting on their own, but given all these connections, perhaps
not. You decide! Please read the article
below and send me your feedback. Your comments are welcome and appreciated.
By Pete Brush
Law360, New York (April 15, 2019, 5:47 PM EDT) —
TransPerfect Global has sued rival translation company Lionbridge Technologies
and private equity firm H.I.G. Capital for $300 million, claiming in Manhattan
federal court that they exploited a court-ordered sale of TransPerfect equity
to lift trade secrets.
The Thursday lawsuit, pending before U.S. District Judge
Denise L. Cote, claims that a unit of Miami-based H.I.G., H.I.G. Middle Market
LLC, engaged in “fake bidding” during the $770 million sale of a 50%
stake in New York-based TransPerfect to help Massachusetts-headquartered
Lionbridge gain an unfair advantage.
“For H.I.G., losing the auction was not a defeat because it was able to accomplish its refocused goal to gain an unfair competitive advantage over [TransPerfect],” the suit says.
H.I.G. and Lionbridge had discussed a go-private deal in 2016 that could have seen the private equity firm take control of both companies and permitted Lionbridge to “solidify its position as the dominant translations services provider worldwide,” the suit says.
H.I.G. completed its acquisition of Lionbridge in early 2017. But, according to the suit, even though TransPerfect co-founder Philip R. Shawe later that year won the auction for the TransPerfect stake, H.I.G. and Lionbridge still profited by gaining access to secrets that were pilfered from what should have been an airtight process mandated by a Delaware business court.
Credit Suisse, which handled the auction and is not a party to the lawsuit, “failed to take meaningful steps to protect the company’s confidential information, and defendants were permitted to freely interview
[TransPerfect’s] management and downloaded [its] top client lists, pricing information, commission schedules, employee files, and sales strategies,” the suit says. The suit adds that Credit Suisse owns Lionbridge debt and was “incentivized” to help H.I.G. shore up that debt.
H.I.G.’s conduct also delayed completion of the sale to Shawe and disrupted the plaintiff’s business, the suit says.
The sale of TransPerfect assets stemmed from a dispute between Shawe and company co-founder Elizabeth Elting over how to run the company that dates to 2014. H.I.G. improperly contacted Elting during the asset auction and assisted her in objecting to the sale to Shawe, the lawsuit says.
Lionbridge continues to use TransPerfect’s proprietary information to compete unfairly, according to the suit. TransPerfect seeks injunctive relief as well as damages, including punitive damages, in excess of $300 million.
Requests for comment from Lionbridge and H.I.G. were not returned. A lawyer representing TransPerfect declined comment. Credit Suisse declined comment.
TransPerfect is represented by Andrew Goodman of Garvey Schubert Barer and Martin Russo and Sarah Khurana of Kruzhkov Russo PLLC.
The case is TransPerfect v. Lionbridge et al., case number 1:19-cv-03283, in the U.S. District Court for the Southern District of New York.
–Editing by Amy Rowe.
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-firmSo what happens when TransPerfect is permitted to operate its business without the court-ordered, hand-picked custodian, employment of countless attorneys, needless consultants, and Delaware elites? All installed as a result of Delaware and Chancellor Bouchard’s over-reaching and needless court decisions that tried to sell the business from under its founders. Ordinarily, I bet you would have wait years to find out?
Just months after Andre Bouchard and Leo Strine ended their 3-years of court-ordered “hands in the till” — which was, according to Delaware Supreme Court Justice Karen Valihura, an unlawful seizure of TransPerfect’s fast-growing and profitable business — the reins have now returned back to the always-rightful owner (Philip Shawe) and the original management team who built the company. And what has happened by returning TransPerfect to the private sector?
Revenues are now up 19% for the year!!! 200 NEW AMERICAN JOBS have been created and TransPerfect is now returning to its former glory as its industry’s largest and fastest-growing company. The fact that our Chancery Court System engineered a THREE-YEAR, $300 MILLION government take-over by a Skadden Arp’s attorney, who billed $1,475 an hour. Where both Bouchard and Strine both “coincidentally” happened to have worked before they got their political appointments. The thought continues to make my blood boil.
Delaware legislators, I said it before and I’ll say it again: There is no checks-and-balances on the cozy, back-scratching, incestuous relationship, which YOU allow to exist between the attorneys’ special-interest group (The Bar Association) and the Judiciary in Delaware. Our founding fathers required serious over-sight for all government operations and your lack of action is inconsistent with your oaths of office in my humble opinion.
Nothing puts our current crisis, and the dire need for legislative reform, more into focus than the TransPerfect case. In my opinion, new legislative reform must curb the Chancery’s unchecked power to takeover an entire business, and order excessive payments from the company with no limits, no supervision, and absolutely no accountability.
It is your job General Assembly members to protect the system. You were elected to lead. I and many of my readers are imploring you to take action to prevent outrageous tragedies such as the TransPerfect situation from ever happening again.
In my opinion, this is the only way out of our downward spiral in business confidence, in judicial impartiality rankings, and the only way to reverse the current economic crisis in all of Delaware. These wounds were self-inflicted on our entire state by the unprecedented actions of Chancellor Bouchard for reasons still unknown and still very suspect, but regardless, we need to learn from our mistakes — Delaware’s reputation cannot continue to be one of “corruption” — we need reform and we need change.
So, what has happened since? It’s amazing what happens when private property is in the hands of private citizens and private sector managers and not in the hands of government officials and their cronies.
But don’t take my word for it, please see the following article on TransPerfect’s business from last Friday’s New York Post.
TransPerfect business booming after years-long ‘custody’ battle
By Post Staff Report
July 13, 2018 | 6:42pm
Modal Trigger
Elizabeth Elting and Philip Shawe
Phil Shawe is proof you can survive a breakup with your business partner — even if the partner is your ex.
Shawe gained control of the “family” business, TransPerfect, earlier this year after a nasty, “War of the Roses”-type court battle with his fiance — and tells The Post business has hardly been better.
The privately held firm is going to report this week that profits in the first half of 2018 jumped 19 percent — and that revenue for the year is projected to surpass $700 million.
“The company has enjoyed six months of certainty,” Shawe said from TransPerfect’s New York City headquarters. “The last time we grew like this we were a $100 million company.”
Shawe and his then-fiancee, Liz Elting, started TransPerfect in 1992 out of an NYU dorm room. When they split, each controlled 50 percent of the firm and neither had the right to buy the other out.
When the battle for control of the language translation company began in 2014, Elting partnered with private equity firm H.I.G. Capital, which owns Lionbridge, a rival service, in a bid to buy out Shawe.
Shawe didn’t partner with anyone in his attempt to buy out Elting.
In February, the four-year battle ended when the Delaware Chancery Court ruled in favor of Shawe — who outbid Elting, and agreed to retain virtually all the 4,000 full-time employees.
The deal closed last month.
Shawe said he has added 200 net jobs this year. TransPerfect has made one acquisition since the court’s ruling and plans to look for other opportunities, Shawe said, including possibly buying Lionbridge if it comes up for sale.
Shawe said he has not had a conversation with Elting, outside of board meetings, for a few years.
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.
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.
Please note new e-mail address, [email protected]
Please note new Twitter account, https://twitter.com/Judson_Bennett
Chancellor Bouchard’s relationship with Kevin Shannon of Potter Anderson is extensive and well-documented. My opinion is the TransPerfect case is worthy of Judicial Corruption and whatever those Philadelphia judges did recently to get hauled off by the Feds doesn’t hold a candle to what Bouchard has done.
Here’s my view of what I’ve witnessed:
· Bouchard and Shannon (of Potter Anderson) share a 20-year country-club friendship dating back to when they worked the same side of the Disney Ovitz $100 million severance case.
· When Bouchard became a judge for the first time — right before the TransPerfect case — he had to give up his prestigious board seat at the St. Francis Hospital, and he picked his friend Kevin Shannon to take his vacant seat.
· Bouchard, in his first big case, sees Shannon’s name on the TransPerfect case. He assigns all the cases as Chief Chancellor and assigns Shannon’s case to himself so he can control the outcome, in my opinion. Isn’t that convenient folks? And, what a nice time to start paying back your friends!?!
· Bouchard’s bias shows, as he ridiculously rules in Kevin Shannon’s favor in two different aspects of the case, Merits and Sanctions. For the first time in history, he orders the forced-sale of a stock-based private company in a zero-witness case, simply on the word of Kevin Shannon. Again, not one person testified for Elting at trial — they all testified for Shawe — yet she won in a landslide!
· TransPerfect is an industry leader with twice the profit margins and twice the growth rate of its closest competitor. It has grown from just 2 people in 1992. It never had a year without growth and never a year without a profit. It is one of American’s greatest, business success stories. The company is not dysfunctional in any way and the testimony Bouchard cited to prove this, was totally plucked out of context.
· In the sanctions motions, after being railroaded by Bouchard for years, (Shawe lost 90% of all of the 50%/50% motions), Shawe motioned the Court for a criminal jury trial to fight what I’m sure he views as Bouchard’s corruption. What 25-year successful businessman requests and volunteers to subject himself to criminal conviction at the whim of a jury, on his own free will? None. This proves to me two things. 1) Shawe is innocent and the Sanctions are trumped-up by Bouchard. 2) Bouchard badly wanted to be judge, jury and executioner for this case for a reason – and his rulings have transfered a king’s ransom to Bouchard’s former law partners and other cronies. The numbers are astonishing, my friends! You would be outraged if it were you on the other side of Bouchard’s ruling! Believe me!
· Bob Pincus of Skadden Arps is billing $1,425 per hour as the Custodian/Receiver in Delaware… hiding his bills in lump-sum billings. Bouchard then approves them by Court Order, and then (employees have told me) Alvarez and Marsal, run over to the Accounting Department and waive a court-order in front of the poor check-cutter named Silvia – and scream they all need their bills paid immediately! Alvarez and Marsal (Pincus’ Court Appointed Consultants) demand payment for Skadden’s outrageous bills immediately with no review – and Pincus scratches their back the same way, with immediate bill approval and no detail required. This crazy operation is a grotesque and greed filled feeding frenzy that is breaking TransPerfect. I encourage investigative reporters to call TransPerfect, ask for Silvia in accounting, and ask her about this chicanery.
· In my opinion, Philip Shawe was denied a fair trial by Chancellor Bouchard. Although there are not jury trials in the Court of Chancery, they are supposed to be conducted under similar rules. Basically, I see this biased Judge as saying, “I’ll make the decision to fine you $7 million myself, even though no one testified against you, because I don’t like you.” He did not follow the law, in either the Merits or the Sanctions, which were all in favor of Mr. Shannon. Does Bouchard think the public are idiots?
· There’s more: During the decision phase of the trial, when a jury would have been sequestered during a jury trial, what do Bouchard and Shannon do? They travel to New Orleans and make a public appearance together, co-paneling before law students at Tulane University. This is insane, folks! From this move alone Bouchard should have recused himself! What judge does public speaking appearances with one-side’s lawyer, while the case is being decided??
· It gets worse, and to me, this is the clearest evidence of wrong-doing in the judiciary: Bouchard orders a third of Elting’s trial fees to be paid by Shawe, and all Elting’s attorneys had to do was show their itemized bills, and had to take deductions – for things like mediation time and working on Shirley Shawe’s case – except one person, who didn’t have to produce ANY bills, and got a FULL 100% reimbursement without having to show anything. Can you guess who? That’s right: Kevin Shannon and Potter Anderson. He didn’t have to show his bills and Potter Anderson didn’t take a single deduction. In my view, this certainly looks to be an arrogant act by Bouchard to show such biased favoritism, with an unprecedented enrichment by Chancellor
Andre Bouchard for Kevin Shannon and the law firm of Potter Anderson. It is truly the appearance of an impropriety. I say this whole thing should be turned over to the Attorney General, for investigation of both Bouchard and Shannon for possible corruption. The evidence couldn’t be any clearer.
· Bouchard’s decision to order the dissolution of TransPerfect is 8 pages long. It basically says that “ these guys don’t get along.” Therefore, Elting loses her offensive claims against Shawe. Shawe loses his claims against her “without getting to the merits” (my view is that this means that Shawe proved his case, but the judge is not going to rule for him anyway). And therefore, he is going to arbitrarily force an auction of this 3-owner company, because of a “Director Deadlock”. And he is going to give Kevin Shannon and Elting the maximum payout humanly possible, so the case can never settle.
· I have read other op-eds that blame the parties in this case for not settling. The bottom line here is, not being able to settle this case through reasonable negotiations, is indeed a circumstance obviously created by Bouchard, not the involved litigants. When a Judge intentionally uses nuclear weapons (when a fly swatter will do), and rules heavily against one party – a case can never settle under any circumstances. The deck was obviously and completely stacked by the Chancellor and in my opinion this is criminal.
· To give you a simple example of why this is all Bouchard’s fault (or worse, in my view, is his calculated and engineered plan)… Imagine two parties fighting over dollars, Party A says B is owed 0, Party B says he’s owed $1,000,000. Each party only has a million. The judge says, B, I rule you get $5 milllion, and A I’ll try to ruin your reputation with 106 pages of lies. B now has a ruling worth $5 million, but all their assets together are only worth $2 million. How can the case settle? What can A give B to settle? The answer is nothing. And this is the answer that makes the case never ending, and makes Bouchard’s inner-circle of cronies, rich at the expense of TransPerfect and Philip Shawe.
I urge the Delaware Lawmakers, the Delaware Bar, the Court of the Judiciary, the Attorney General… Someone must step in and stop the TransPerfect madness! Shawe, Elting, and TransPerfect don’t deserve Bouchard’s continued fleecing of the company – and neither does any future Delaware corporation. THIS GOES BEYOND JUST THIS CASE, IT AFFECTS FUTURE INCORPORATIONS IN DELAWARE WHICH IS 1/3 OF DELAWARE’S BUDGET !
I have read the whole transcript several times and interviewed many folks, here’s what is obvious: Did the litigants each write mean emails? Yes. Does the staff hate Elting? Yes. Is Shawe a tough, but good manager? Yes, And he’s respected and loved by the staff. By Bouchard’s new standard of dissolution… every corporation or partnership or law firm, where people fight on email or in the Board Room, could be taken over by a rogue Judge and auctioned off without notice or due process! It Is an illegitimate “TAKING” under the 5th amendment to the United States constitution.
There is a lot at stake here. Being an eternal optimist, I’d like to believe this $100 million dollars, Bouchard has already cost TransPerfect, and the next $100 million that his planned forced auction is going to cost — is all going to be paid back by the apparent bilkers. Think about it!!! A Delaware company, which has deadlock because of an even number of directors, comes to court for a solution, and rather than order the parties to appoint a third director and expand the Board — TransPerfect is forced to pay 1/3 of its value to legal fees, to the Judge’s inner-circle and to court-ordered consulting, accounting and investment bank fees. This is absurdity and sets a dangerous precedent that will ultimately hurt the State of Delaware which is already in huge financial trouble.
In closing, I will share more of my personal views: Bouchard’s handling of the TransPerfect case is completely insane and preposterous. Bouchard should face an investigation and potential impeachment. Kevin Shannon, Elting’s lawyer and Bouchard’s buddy, should also face investigation and possible disbarment. But all of this takes a back seat to the immediate issue of ending the environment of employee-fear that the Court appointed, Custodian (Chancellor Bouchard’s former business partner) Bob Pincus’s Nazi-like occupation and fleecing of this American success story. TransPerfect is a business being ripped apart by a Chancery Court that was supposed to be designed to protect businesses. Instead, the Chancery Court is lost at sea to the detriment of the State of Delaware, based on the current Chief Chancellor Andre Bouchard’s complete lack of a moral compass necessary to properly guide it.
As always your comments are welcome.
Respectfully Submitted,
JUDSON Bennett-Coastal Network
Judson Bennett
Please note new e-mail address,
[email protected]
Please note new
Twitter account,
https://twitter.com/Judson_BennettThis is a long piece, but worth reading to understand how the rule of law is now seriously flawed by the inequities of a failed system. Even in little Delaware this growing disease now pervades our society through cronyism, favors, and improprieties
I have been writing often about the TransPerfect Global case which has received national attention because of the controversial rulings made by Chief Chancellor
Andre Bouchard. I have been extremely critical of the Chancellor in the way he has handled this case for many reasons, even suggesting perhaps he should be removed from the bench. I have read every public court document in detail about this case and interviewed objective lawyers and employees of the company. I know everything about this case. Here are the undisputed facts: TransPerfect is a translation company founded by Phillip Shawe and Elizabeth Elting that is incorporated in Delaware. Shawe owns 49%, Elting owns 50 %, and Shawe’s mother owns 1%. Despite any differences, Elting and Shawe moved past their failed romance, and from a dorm room, created a multinational company successful beyond imagination.
Regardless of these differences, the company has been high growth, extremely successful, and extremely profitable (due primarily to Phillip Shawe’s leadership and innovation) each year, over the past 24 years. The company now has revenues of over $500 million per year, and employs 4000 people, from 90 offices world-wide. Elizabeth Elting decided she wanted to exit the company, and wants the whole company sold. Why? Because half of the whole company price — is worth considerably more than what Elting could sell her own stake for. In other words, Elting makes much more money if she can force Shawe to exit the business at the same time that she does. The problem is, Shawe doesn’t want to sell. Shawe loves his company, his stock is private property, and he doesn’t want to sell it. Even if the dramatics described in Bouchard’s romance novel decision were true (which they are not), the Court simply should not be forcing one person (two in this case, Phil and his Mom) to sell their shares involuntarily, just to enrich Elizabeth Elting within her timetable. The Court is not meant to insert itself and act as the buy/sell mechanism for Ms. Elting’s personal agenda.
Further, Elting is no woman of virtue. Not one single, unpaid non-party witness took the stand for Elting. She supposedly does something at this 4000 person company, but yet no one I’ve talked to can speak to any contributions she has made. Again, Elting could not produce one single, fact witness, beyond her own self-serving story. In the past few years, Elting removed millions of dollars from the company in unauthorized cash distributions to buy lavish houses and other assets — over Shawe’s objection. Now, Chancellor Bouchard not only ordered the company to be forced to be sold and auctioned off — a result unprecedented in U.S. history, but the madness that is Bouchard doesn’t stop there. He has also now ordered sanctions of $7.1 million dollars against Shawe, the man who built the company, in favor of Elting. I can’t say for sure, but my research indicates no other sanction levied against an individual has been this high in U.S. history.
Included in this ungodly sum is $1.4 million dollars awarded in legal fees to Kevin Shannon (Elting’s lawyer) who was not even made to show his bills to prove it. The law only allows for “reasonable” fees? How can the “reasonableness” of Shannon’s fees be judged if they are hidden? The bottom line is that I believe that Chancellor Bouchard, according to my legal experts has ruled incorrectly in virtually every aspect of the case, he has overreached his judicial authority, and he has abandoned his duty and his ethics. Bouchard is guilty of perpetrating extreme bias against Phillip Shawe in favor of Elizabeth Elting.
All this being said, I ask the following questions to my 6000 readers: 1) If a Delaware Judge violates his judicial authority and that of the judicial canons directing judicial ethics and behavior under the law, what do you think should happen to that judge? 2) If a Delaware judge blatantly exhibits bias in a case, prevents relevant evidence from being presented, is guilty of improprieties and cronyism, and denigrates the respect that the Court should maintain by his actions, should that judge remain on the bench?
Here is what I do know: The Delaware business law is clear about what constitutes the forcing of the sale of a company by the Chancery Court. First, there must be evidence of irreparable harm. TransPerfect Global makes 500 million a year and is extremely profitable. The employees love and admire Phillip Shawe (as per affidavits), feel they have a stake in the company, and they do not want it to be sold. Where is the irreparable harm Chancellor? The law does not even permit you take control of 2 shareholder company unless it is facing irreparable harm, and folks, TransPerfect has 3 stockholders. This being said, it appears that Chancellor Bouchard has erred in his creative ruling, possibly costing thousands of people their jobs, creating the risk of Delaware’s corporate franchise being denigrated, and possibly costing Delaware millions of dollars.
Chancellor Andre Bouchard is a personal friend and former business associate of Kevin Shannon of the law firm Potter Anderson (Elting’s Delaware attorney). They worked together 20 years ago on the famous Disney case in the Chancery Court, and have been buddies ever since. During the decision stage of the TransPerfect trial, Bouchard and Shannon made a public appearance together in New Orleans. None of this was ever disclosed by Bouchard. This case is a textbook example of the “appearance of an impropriety” and Bouchard should have recused himself long ago. This issue unto itself presents serious problems under the law. Heard enough? The coincidences just keep mounting against the new judge.
Chancellor Bouchard has appointed a Custodian (with unlimited authority) to run the company named Robert Pincus, another friend and former associate. Pincus receives an on-going amount of $1400 an hour! He has unnecessarily hired expensive consultant friends, and together they’ve run up an $8 million tab — all paid for by TransPerfect – and the expenses mount daily. Additionally, Pincus has created a “reign of terror in the company,” threatening job termination for employees who would speak against the case, been given judicial authority to seize employee private cell phones and computer e-mails—on pain of sanctions or termination—all clear violations of the First and Fourth Amendments of the Constitution. One brave employee has filed suit against Bouchard and Pincus in US Federal Court. If he wins this case, I believe Bouchard will be culpable.
In his July ruling on sanctions, Bouchard stated that Shawe had broken into Elting’s office, copied e-mails, destroyed his cell phone records, and lied under oath justifying the sanctions in the amount of $7.1 million dollars. The ruling paints an extremely negative portrait of Phillip Shawe, however the real story has been hidden and prevented from being presented as evidence in court by Chancellor Bouchard. The Employee Handbook (and New York and Delaware Law) clearly gave Shawe the right to investigate any suspicion of fraud or funds being illegitimately removed from the company by any person, including Elting.
Here is the official statement from Shawe’s attorneys, which was published in several media outlets:
“In my opinion the sanctions decision itself is indicia of an extreme court bias against Mr. Shawe. Although Mr. Shawe was given notice on particular grounds, the court permitted Elting’s team to change its theory at trial without proper notice because Elting had insufficient evidence of the issue they had sought to sanction Mr. Shawe for: alleged spoliation? The “evidence” against Mr. Shawe on spoliation was almost exclusively based on lawyers’ arguments (not evidence by definition in any court) and a cherry-picked paid “expert” witness who had never testified before in a U.S. Court. The truth of the matter is that Mr. Shawe provided more discovery than Elting produced, and her legal team could not identify a single document that allegedly had been destroyed or withheld and caused her “prejudice.” In fact, she claimed victory on the merits. Indeed, after the merits trial, Elting’s “expert” admitted that his findings used as a basis for filing the sanctions motion were untrue, because he had not investigated the issue well enough before Eltings’ team made the allegation. Faced with this deficit of evidence, Elting’s lawyers appeared at the sanctions trial with a new theory of “lying” which had never been raised before. Shawe was tried and sanctioned for allegedly “lying” without due process.
As a consequence, it is neither surprising (i) that the court did not find the deletion of relevant evidence nor (ii) that Mr. Shawe’s attorneys were not adequately prepared to defend him against the variance in trial theory. Such unfairness is not consistent with due process. Had they been given notice of the new “lying” theory (including what issues he allegedly lied about and when), it is likely that Mr. Shawe’s lawyers could have prepared and presented evidence demonstrating that the differences in recollection were nothing more than just that – with other disclosures in the record that make them immaterial.
The recent ruling on the amount of sanctions to be paid is more of the same from the Chancellor. Although the court did reduce the fees in some instances, it utterly failed to provide due process with respect to the reasonableness of many of the fees claimed. The most extreme example of this failure is the acceptance of more than $1.4 million in merits fees from the Potter firm based on the affidavit of Mr. Shannon without any actual billing descriptions to back up the claim. It begs the question: How can the reasonableness of fees be assessed if the court doesn’t even know what was done? It also lends some weight to the speculation by others that there is a reported personal and professional relationship between Mr. Shannon and the court which may be affecting this case. Regardless, accepting more than $1 million in fee claims without requiring backup is contrary to traditional notions of fairness. Mr. Shawe is considering his appellate options.
There also have been other indicia of court bias against Mr. Shawe. During the merits trial, the Court had to address Elting’s allegations of wrongdoing leveled against Mr. Shawe relating to his review of her emails on the public company server. Mr. Shawe asserted that the emails proved that Elting committed fraud and requested that Chancellor Bouchard examine the emails in camera (in private) because they proved fraud. The court was well aware that if fraud was found, it would remove the emails from any supposed claim of “privilege” (under the crime-fraud exception), but Chancellor Bouchard inexplicably refused to review them – yielding to Elting’s position with no basis in law. Chancellor Bouchard abandoned his sworn duty to equity and justice in this regard. Instead, without consideration of the content, for the purpose of the merits case he suppressed the very emails which may prove that Elting and her attorneys engaged in a scheme to provoke Mr. Shawe and create actionable discord in the company.
These and other indicia of bias (such as the remarkable success rate of Elting’s team on all motions – which her attorneys bragged about (in a Law360 article) are particularly concerning, given the recent unsolicited and inappropriate negative public statement by Vice Chancellor J. Travis Laster which was directed at the free speech activities of Transperfect employees who have been appealing to the media and the public. It is the duty of judges and lawyers to avoid the appearance of impropriety and this unprecedented instance of one sitting judge commenting on the active case of another may not be consistent with that mandate – especially when it may be interpreted as an attempt to quell first amendment rights.
At this point, the case has been certified for interlocutory appeal, and I am confident that the Delaware Supreme Court will reverse both the sale order and sanctions order based on the law. With respect to the sale order, ponder this: the facts reported in the decision by Chancellor Bouchard clearly support a finding that Elting breached her fiduciary duty by refusing to consider real estate and merger/acquisition opportunities without regard to their merit, so how is it possible that a person with unclean hands (ELTING!) can come to Chancery Court and obtain relief? When similar claims were brought by Elting in New York State court, it was tossed out with the sense that the whole litigation was absurd and the parties needed to come to a solution on their own. Justice Schweitzer specifically found that it was “unclear who drew first blood.”
Mr. Shawe is resolute that the company never faced irreparable harm, regardless of any alleged acrimony between the shareholders. TransPerfect’s performance in 2015 was more successful than 2014, and it is on pace to perform even better in 2016 despite the litigation. He is confident that the company will continue to prosper and reiterates his offer of $300 million cash to Ms. Elting for her shares.”
There you have it folks. I believe that Chancellor Bouchard is suspect and deserves intense scrutiny in regard to his actions in this case. As always your comments are welcome and subject to being forwarded.
