Dear Friends, I struck a nerve in my recent column about the severe drain from Chancery Court corruption in the now well-known TransPerfect case, which was in the court full of cronyism, and infested with a Good Ole Boy Network that continues to enrich its friends, as I see it, at the expense of TransPerfect workers. Here are the top comments from all that were sent in:  “How can this court in good conscience let these salaries be impacted??” -Jacqueline “Can this company continue to lose millions? When will this stop?” -Thomas “The Chancery Court should not be able to touch people’s holiday bonuses, Judson.” -Melinda “The hell with McCormick. She needs to get out of this company’s business. I have my own company, Judson, and if this woman continued to lean on my company like this, I’d sue her ass!” -Gary “Good for them. I’m glad to see the company growing in spite of this greedy court.” -Laura   “How much longer can this go on? This case should have ended a couple of years ago.” -Robert Thank you for your always-welcome feedback, folks. Keep ’em rolling in! I appreciate it. Respectfully Yours, JUDSON Bennett–Coastal Network

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 NetworkDear friends, From my perspective, 2020 was a terrible year. I have never felt so lonely, so concerned, so disappointed, so angry, and so sad. I am certain many of you share my feelings. I am not going to go into details. We all, regardless of our station in life, have experienced a disconcerting situation this past year. Today is a new beginning. When I was a kid I had a big sign on my bedroom wall that said “Cheer Up, things could be worse, so I cheered up, and sure enough things got worse!” Folks, I anticipate 2021 and 2022 to be really tough. Things are going to change. America is going to be different. Regardless, this patriot intends to keep fighting for life, liberty, and the pursuit of happiness. Indeed, “hope springs eternal.” We must keep trying. For me, the battle is to remain healthy, fight for freedom of speech, lower taxes, stop censorship and propaganda, keep the 2^nd amendment, and to promote capitalism. For me, mediocrity is a fate worse than death and the destruction of the American Dream is unacceptable. As long as I can, I will speak my mind and attempt to give you my viewpoint on things that are happening. Sometimes, I make a little difference and that gives me reason to hope and to continue. Tonight, I will be staying home and watching TV with my beloved feline-“Miss Josephine”. I plan on cooking a pork roast with Sauerkraut, and some mashed potatoes. I will also cook a few traditional black-eyed peas for good luck. I have a bottle of Crystal Champagne in the fridge and an apple pie. I intend to splurge like the outrageous Epicurean I really am, while I salute America, and pray to God for salvation. I wish each of you many blessings. Indeed, HAPPY NEW YEAR!!!  God bless you and God bless America! Sincerely yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett”]JUDSON Bennett-Coastal Network[/avatar]Dear friends, It has been a really rough year. The worry, the fear, the uncertainty has been overwhelming for all of us in 2020. Frankly folks, I have never experienced anything like it. Regardless, I am still alive, we have a vaccine coming, and hopefully our country will survive as a place of hope and prosperity. All this being said, on behalf of myself and the entire staff of the Coastal Network, I would like to take this opportunity on this Christmas Eve to wish each and everyone of you a wonderful Christmas and a much better New Year in 2021. If you have family or friends that would like to keep up with what’s happening politically, not only in Delaware, but nationwide from my specific perspective, please have them write to me at [email protected] and I will add them to the list. Our lives are in God’s hands. Tonight during my Christmas service I will be saying a few prayers. God bless you all and may God bless America! My very best regards, JUDSON Bennett-Coastal Network   CoastalNetwork.com  

SEE VIDEO LINK BELOW…

My onsite coverage of the “Citizens for Pro Business Delaware” 100+ person press conference has paid off for Coastal Network readers. From an anonymous source, I have obtained a video of the entire July 10 event held right in front of Bouchard’s Chancery Court in Wilmington, Delaware.

It was an energetic and well-attended press conference, presided over by anti-corruption activist Chris Coffey, the campaign manager of “Citizens for Pro Business Delaware.” Others spoke too, including Donna White, an African-American woman who was terminated from her job at the Chancery Court for sending an email asking if Mark Zuckerburg would look at her App!!?? Meanwhile Kevin Shannon and Chancellor Andre Bouchard golf together during the case, travel to New Orleans together during the case, and I believe decided this case at the Country Club. It certainly wasn’t decided in the court room with no witnesses appearing for Shannon’s side, folks. That’s how I clearly see it.

As Coffey puts it, Bouchard and his cronies in the Delaware Old Boys Club “get away with murder” each and every day compared to what Donna White did, yet she was escorted out of the building and treated like a criminal–given only 10 minutes to collect her belongings and to say goodbye to co-workers of 7 years!?!

The double standard, hypocrisy, and potential racism here only rivals the ageism, sexism and contempt that Chancellor Bouchard and 4 out of 5 justices on the Supreme Court (all the male judges) showed litigant Shirley Shawe in the TransPerfect debacle. How could it be that female, senior citizen, Shirley Shawe’s only victory in the first 5 years of this entire case was from a woman jurist, Delaware Supreme Court Justice Valihura? It’s mathematically impossible that this is a coincidence, as the Good Ole Boy cronies would have us believe. They are making millions off innocent shareholders with their back-room Country Club deal, scratching each other’s backs, and trading favors with their rich and powerful friends. And what happens to Chancery’s real life victims like Donna White? She has been denied health insurance and unemployment benefits! I’m telling you folks, I believe Andre Bouchard is not only corrupt, but also sadistic–and, in any case, lacks any shred of the ethical fiber required to fill the Chancellor position. The great state of Delaware deserves better. Listen to the press conference, where Donna takes the podium and tells her story here…

https://videopress.com/v/xHHMEsRd?preloadContent=metadata

I asked a question of Coffey during the press conference, which I wrote about in my last column. You will see that here, as well as other suggested anti-corruption reforms that appear like common sense to this journalist. The Delaware Citizens group now fighting for reform has 2,700 members which includes TransPerfect employees who were negatively impacted by Bouchard’s decisions along with other concerned Delawareans.

By the way, I commend the Delaware Business Times for covering the major events of July 10th, and I wonder which Ole Boys Club member or creepy Skadden Arps friend of Bouchard called the News Journal to get them to kill the story? Brent Celek from the Philadelphia Eagles and Colin Jost from Saturday Night Live came to Wilmington and joined those calling for Chancery reform at the Hotel DuPont. How is it you can Google the News Journal’s entire site, and read nothing about this important day at the Chancery Court? Mark my words, Bouchard and the “Limousine Liberals” who run this state and prey on its citizens are powerful, so powerful, they are dangerous to Delaware, to anyone who incorporates here. But fear not, the Coastal Network cannot be intimidated into killing stories or masking the truth–stay tuned here folks, for coverage on Chancery actions and other injustices in Delaware.

As of press time, I know of no other media outlet who has obtained this tape. Enjoy watching the coverage and share it with folks who may want to see it.

https://videopress.com/v/xHHMEsRd?preloadContent=metadata

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-firm

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.        The lawsuit 1:16-cv-05936 When the TransPerfect employees began openly questioning the Chancery Court’s decision to forcibly sell a profitable company, Chancellor Andre Bouchard became enraged and asked his lawfirm buddy, former co-partner at Skaden Arps, his now appointed custodian Robert Pincus to excise the employees who were behind it. Bouchard appoints Pincus for many of these cases. On May 23, 2016, the very same date that Citizens’ release was published, written instructions were issued to all TransPerfect employees, including Plaintiff and many other TransPerfect employees working at TransPerfect’s offices in the City, County, State and Southern District of New York, stating as follows: 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.     The suit Robert Pincus threatened employees and is now waging a costly investigation to check emails and cell phones, to follow employees, in an effort to discover who is talking to the media and legislators. As a result, Timothy Holland waged a suit to maintain his rights.        

Holland v Bouchard Complaint by Charles Taylor on Scribd

   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?   

“What’s going on in Delaware”

  This is my 4th article in a series spotlighting the recent practices and apparent bias in one of the Delaware Chancery Court Cases which has gleaned significant public attention. In my last article in this series I focused on the Elting v. Shawe case involving the company Transperfect, a translation company with 4,000 employees and 90 offices throughout the world. For those of you who might be just joining this series, this is a case involving the highly-connected Democratic activist Andre Bouchard who was appointed Chief Chancellor of the Chancery Court although he never served a day on the bench. His appointment by Governor Markell was never questioned and in my first article I pointed out how Bouchard seemed to be part of the rampant cronyism widespread in the Delaware Court System. If there was ever a reason to question these type of practices and the harm they can cause to the people of Delaware, the Transperfect case is a shining example. You may recognize this case by now from my previous missives: This is the one where Chancellor Bouchard in one of his very first cases appointed a custodian to oversee an auction of this quite profitable company. What makes this unique is that Chancellor Bouchard’s decision was unprecedented in the history of Delaware and its implications can have a chilling effect on the future of Delaware as the corporate capital of the United States. The people of Delaware have every reason to be concerned as 14 percent of all jobs in Delaware are created as a result of this franchise and this decision has raised eyebrows up and down the legislative hallways. However, this decision has more immediate repercussions to the 4,000 employees of TransPerfect who have started a committee to amend statute 226…. to prevent this type of unprecedented judicial activism that has a good chance of leading to the loss of many jobs and possibly lead to the demise of this company which has never failed to have a profitable year in its 24-year history. The aspects of this case are quite fascinating. After reading many of the motions and testimony in this dispute what made it so unusual was not only was it the first decision of it’s kind coming from a freshman jurist but that there was an obvious prejudice by Judge Bouchard who completely ignored the overwhelming evidence presented by Defendant Shawe that indicated many questionable irregularities by the plaintiff. Ten witnesses testified on behalf of Mr. Shawe while Ms. Elting presented none. This prejudice amplified when the judge refused to allow communications on company emaiIs between Elting and her husband Michael Burlandt, the company real estate broker, to be presented in court showing further evidence of a nefarious scheme to debunk the status quo of TransPerfect to the detriment of its founder Phil Shawe. If the ruling by Chancellor Bouchard to auction a profitable company (which makes over $500 million dollars a year) and forcibly take it away from it’s visionary founder Phil Shawe wasn’t strange enough, then how do you explain such a ruling that appeared to be based entirely on Elting’s questionable testimony? Shawe, on the other hand, was not allowed to present relevant and beneficial evidence to make his case. Furthermore, much evidence that was presented by Shawe which put Elting in a very bad light, was completely ignored by Chancellor Bouchard. Apparently Ms. Elting tried to remove Mr. Shawe as CEO in a New York State Court prior to coming down to Delaware, where the judge summarily threw her case out not in small part due to the fact that 110 employees submitted affidavits on behalf of Mr. Shawe. As in the Delaware case Ms. Elting presented none, yet Chancellor Bouchard apparently didn’t care. The appearance of improprieties and substantial court bias throughout this whole case are outrageous, and any logical observer could ascertain grounds for an appeal. Regardless of the negative effect this arbitrary and capricious ruling could have onDelaware’s lucrative corporate bonanza, any logical person who has followed the case as I have, can clearly recognize that fairness and justice have not been adjudicated. There is much more to talk about, so more articles are coming. As always my opinions are open for discussion and your comments are welcome. New York Times Agrees that Delaware Chancery Has Too Much Power

• Who Decides ‘Fair Value?’ In Dell’s Case, a Judge Andrew Sorkin writes about the difficulties in Delaware’s Chancery Court’s control. In a story about Dell, the Delaware Chancellor determines fair value, not the market.

Always on Delaware’s Side Respectfully submitted, JUDSON Bennett-Coastal Network Getting along?    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

 

Typically in corporate legal disputes, mergers, acquisitions or sales, the company’s employees are like the children of divorce: severely affected but little heard from. Well, amidst a contentious corporate battle going on in a Delaware courtroom, the employees of TransPerfect Translations are demanding that their voice be heard and taken into consideration

      One April 26, the employees of the New York-based translation services company sent two letters to Delaware Chief Chancellor Andre G. 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. And to inform the public of their situation, a group called 610 Employees of TransPerfect Globally ran radio ads on local Delaware stations and placed a two-page advertisement in the Delaware News Journal that reprinted the contents of each letter 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. The case revolves around Elizabeth Elting, the co-chief executive officer of TransPerfect, who is suing the other co-CEO, Philip Shawe. Elting claims the two can’t work together anymore and that the company is unable to operate because of their dysfunction. Elting wants out of the private company she co-created and has co-owned with Shawe for the past 24 years. In 2013, TransPerfect became the third-largest translation services company in the world, the second largest in the U.S. and the largest privately held company in the $35 billion translation services industry. The firm has more than 4,000 employees in 100 cities on four continents. These experts translate more than 170 languages for a high-profile client list that includes USPS, IKEA, Johnson & Johnson, and Hilton Worldwide.   Shawe offered to buy her out and pay for her share of the company, which shockingly has no debt. However, Elting doesn’t believe she’s getting a fair offer for the company that last year posted revenues of $500 million and a profit of $80 million.   In order to get a what she considers a fair market price, Elting wants the company sold to the highest bidder. Unable to find a judge receptive to her case in New York state, she filed the lawsuit in Delaware, where the non-jury trial is now being decided by Bouchard.   Both sides in the case have rested and in October Bouchard issued a preliminary ruling in which he appointed a custodian to create an exit strategy for Elting that will get her the most money. The strategy consists of selling the company against Shawe’s wishes.   This means that for the first time in U.S. history, a private, profitable, and highly-successful company that has not been accused of any wrongdoing or impropriety is being taken over by the government. The judge is placing a middleman in charge of the situation for the purpose of dissolving the company and having it force-sold against the wishes of two out of three shareholders. Elting owns half, while Shawe and his mother own the other 50%. It also appears to be against the wishes of the employees who fear losing their well-paying jobs in a niche industry. 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.   This case could have far-reaching repercussions for companies throughout the U.S. Bouchard’s actions have found little support and have actually drawn fire across the country. The Chancellor’s toughest and most notable critic to date has been former New York City Mayor Rudolph Giuliani. Giuliani, who also served as U.S. Attorney for the Southern District of New York, called Bouchard’s ruling an “un-American” decision, offering the notion that more time should be granted before the draconian “dissolution” and “force sale” decision becomes final.   With more than 850 jobs in New York, 2,300 jobs in the U.S. and 4,000 worldwide at stake, the world is watching and waiting for Bouchard to make his next move.        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