I have sensed for years that something was rotten in the state of Delaware’s Court of Chancery, in general, but also specifically as it relates to the TransPerfect case and the missing $250 million in legal, custodian and consultant related fees. I promised my loyal readers that I would find and pull on every loose thread of this case until my perceived web of corruption that belongs to Andre Bouchard becomes totally unraveled for all to see.

This new discovery is going to floor you, and what I believe is the attempted cover up will floor you even more!

Three law firms, from my view, made out like bandits when Bouchard started ordering TransPerfect Global and CEO Phil Shawe’s personal money be paid around to his friends and former law partners like a feudal lord in mid-evil times — and remember folks, no witnesses testified against either Shawe or TransPerfect. These three firms benefited to the tune of millions of dollars whose uncanny “coincidences” and connections to Bouchard warrant a State and Federal investigation of Bouchard and his Cronies:

1. Skadden Arps – The former partner at Skadden, custodian Bob Pincus, whose personal friendship I recall Bouchard bragged about when appointing him. Also, this is where outgoing Chief Justice Strine started in law, as Bouchard’s intern.

2. Potter Anderson – Perhaps, who I believe is the dirtiest attorney in Delaware, Kevin Shannon, who seems to win cases without providing evidence by attending tax-payer financed boondoggles with Strine and Bouchard (who I hear from reliable sources that he golfed with and additionally, traveled to New Orleans with, during critical points in the case!!!)

3. Kramer Levin – Whose seemingly outrageous lies to the Delaware Supreme Court were called out in a nationally televised advertisement. What was their penalty for all of this? A victory. What’s the Bouchard connection? Kramer, Bouchard, and Kevin Shannon all worked together on the infamous Walt Disney case years ago, where they argued against shareholder interests. I have heard from reliable sources, that Gary Naftalis is a named partner at Kramer Levin who comes down to hob nob with Strine and Bouchard; sometimes he’s the only non-Delaware lawyer in attendance at a Delaware conference?

4. Paul Weiss – The fourth firm who made out like John Dillinger — and had no apparent connection to Bouchard…UNTIL NOW!!!

The Fourth Firm—HERE IS THE RUB FOLKS :

This firm, which no one has spoken about until now, in August of 2016, as reported in the New York Law Journal, Chancellor Bouchard ordered Shawe to pay Elting’s lawyers an outrageous and unconstitutional fine of $7.1 million — an order un-related to any “harm” or “compensation” in the case, as the law requires — and the largest such sanction ever in U.S. history. Bear in mind: Shawe denies all claims and has maintained his innocence at all times. All witnesses testified for Shawe–clearly stating that there was no wrong-doing of any kind. How did Paul Weiss win? Keep reading.

Paul Weiss benefits immensely — and no one made the connection before now. Why? Perhaps an orchestrated cover-up on a grand scale?

Who was the most Senior Paul Weiss lawyer in Delaware at the time? Who gained the most in the Paul Weiss DE office? You won’t believe it when I tell you: Former Chancellor Steven Lamb. Bouchard’s first firm, when he left Skadden Arps (if he ever really left – it appears to me he still might have a financial interest in their success), take a seat before reading the next line: Bouchard’s very first firm of his own was: BOUCHARD AND LAMB!!!!

You may not believe me that this is the truth, because it boggles honest minds. Folks, I have done hours of digging and digging to establish the only remaining connection of Bouchard to all the law firm benefactors of the crazy decisions in the TransPerfect case. Irrefutable proof of the Bouchard-Lamb connection is in the link:

The Business of Law: Meet the New Leader of the Court of Chancery

So many dots are connected here. Andre Bouchard has, in my opinion, hit for the proverbial “corruption” cycle ( a baseball term for those of you who don’t know) by helping 4 different law firms, all of which he is intimately connected to! He helped them make millions upon millions of dollars by his seemingly biased decisions from the TransPerfect Global case.

The Cover-Up!!!

Chancellor Bouchard prior to his appointment to the Chancery Court was partners with Stephen Lamb! Stephen Lamb after serving on the Chancery Court himself then moved back into private practice with the law firm of Paul Weiss. Fast forward to the TransPerfect case in 2016 and Kramer Levin hires the Paul Weiss firm to work on the case representing Shawe’s former partner at TransPerfect– Liz Elitng. Specifically, they were hired to work on the allegation that Shawe spoliated evidence which, according to the testifying employees, were NOT able to prove in any way, shape, or form. The bottom line is that nobody needs proof if Bouchard’s court is corrupt and rigged for his cronies to win?

Yet when all the papers were served on behalf of Elting by Paul Weiss, absolutely no mention was made of former Chancellor Lamb’s name. It wasn’t until I was doing some research and saw an article where Paul Weiss was claiming victory, did I notice that one of the attorneys taking credit for the victory was Stephen Lamb! No other public document I can find anywhere even lists LAMB on the TransPerfect case!!! Another coincidence?? In Bouchard’s court, there seems to be a lot of coincidences. Yet, we know from this evidence he was on the team taking Shawe’s and TransPerfect’s money with Bouchard’s help.

HELLO — They brag about his specific role on the Paul Weiss website!?!?!

I will issue a challenge to all those mentioned, who have never denied these inferences: To Chancellor Bouchard, Former Chancellor Lamb, Kevin Shannon, various Kramer Levin attorneys, who in my opinion, boldly lied to the Delaware Supreme Court with no repercussions!

COASTAL NETWORK’S CHALLENGE: Prove to me there was no cover-up and no hidden agenda. Indeed, this is the appearance of impropriety. Show me one official court document other than the Paul Weiss Web Site, that mentions LAMB’s involvement in the TransPerfect case — and I will discontinue this line of inquiry. In my opinion, Bouchard had a legal duty to inform Shawe that he was formerly in business with Chancellor Lamb, He should have recused himself, but he did not! Folks, any reasonable man would see this as a serious conflict of interest.

This is the most damning evidence of corruption, in my opinion, an investigative reporter could find, as it proves to me that this coordinated group had the intent to hide their wrong-doing. There is no other explanation from my educated perspective. How long will we let this infamous boy’s club of incestuous characters operate by sucking the life out of Delaware’s corporations, Delaware citizens, and Delaware’s reputation?! On behalf of the Coastal Network and my 6,000 readers, I again call for a bi-partisan investigation of Chancellor Andre Bouchard by the General Assembly!

Would love to hear your thoughts on this stunning discovery. Your feedback is always welcome.

As I see it, TransPerfect & Shawe never had a chance at fair trial with this what I call “murder’s row” of Bouchard’s cronies…

Scroll down to read this article:

HTTPS://WWW.PAULWEISS.COM/PRACTICES/LITIGATION/LITIGATION/NEWS/DELAWARE-SUPREME-COURT-AFFIRMS-71-MILLION-SANCTIONS-AWARD-IN-FAVOR-OF-ELIZABETH-ELTING?ID=23702

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FEBRUARY 13, 2017

Delaware Supreme Court Affirms $7.1 Million Sanctions Award in Favor of Elizabeth Elting

“The Delaware Supreme Court upheld the court-ordered sale of TransPerfect Global, Inc. and unanimously affirmed the $7.1 million sanctions award in favor of Paul, Weiss client Elizabeth Elting. Elting and Phillip Shawe are the co-founders and co-CEOs of Transperfect, one of the world’s largest document-translation and discovery-services companies. Since 2014, they have been in litigation in Delaware and New York over the control of the company. Elting is represented by Kramer, Levin, Naftalis & Frankel and Potter, Anderson & Corroon in the corporate-control battle.

In late 2014, Elting tapped Paul Weiss when Shawe revealed that he had secretly accessed Elting’s lawyer-client communications. Paul Weiss then uncovered that Shawe had attempted to destroy files on his laptop, had failed to safeguard and produce text messages on his cell phone, which he claimed was destroyed when it fell in a cup of Diet Coke, and had repeatedly lied under oath about his conduct. Paul, Weiss tried the two-day sanctions hearing and represented Elting in her successful post-hearing briefs and in defending against Shawe’s sanctions appeal.

The Paul, Weiss team included litigation partners Eric Stone, Robert Atkins and Stephen Lamb, of counsel Gerard Harper and counsel Robert Kravitz.”

“Delaware’s Chancery Once Again Makes a Bizarre Decision that Will Hurt Business” — That’s an actual headline in the Israeli newspaper one week ago. Read the article below.   How long is Delaware going to allow the detrimental pattern of behavior by Chancellor Andre Bouchard to continue? In my view, the man’s appearance of corruption has tarnished our once great Chancery Court, and thus, our state’s once great reputation for being a fair and equitable home to businesses. The man is an international embarrassment, and no one would be telling Delawareans what these foreign journalists are writing about Chancellor Bouchard, if it were not for me.   I believe the man is a menace ! When will Delawareans have had enough of Bouchard’s antics and demand change from our elected officials?   How can this be good for Delaware? We must investigate Bouchard and his cronies and have them account for every cent of where TransPerfect’s $250 million went. Employees at the company are in the dark as to where all the money went?   All they know is that the Chancellor somehow drives a Rolls Royce Bentley, while they go another year sacrificing raise money and benefits.   We need to unseal the bills that Bouchard is illegally ordering to stay sealed to protect his former firm Skadden Arps — the Chancellor’s state-sponsored TransPerfect cover-up continues, and our state’s once-coveted image and national ranking plummets into the abyss.   To my Democratic readers excited about the prospect of Joe Biden running, you can bet your bottom dollar that if Delaware continues to turn a blind eye to Bouchard’s corruption in the TransPerfect case, it will blow up in Democrat faces during the election. Encourage your elected leaders to investigate and follow the money trail, and as always, please share your thoughts.  

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The Times of Israel:

Delaware’s Chancery Once Again Makes a Bizarre Decision that Will Hurt Business

By Charlie Taylor

APR 2, 2019, 11:56 PM

When I first followed the happenings in Delaware as it pertains to how its incorporation business is run, I took issue with the Chancery court’s odd set of decisions in the corporate breakup of TransPerfect, an international translation firm with 75 employees in its Tel Aviv office. Now, after following this court system more carefully, I take issue once again with the recent decision by its Chancellor Andre G. Bouchard in the case of Charles Almond as Trustee for the Almond Family2001 Trust v. Glenhill Advisors – a case that challenges the merger of Design Within Reach and office chair maker Herman Miller. What I wish to convey here is that new businesses – Israeli startups – should not put their corporate eggs into Delaware’s Chancery Court basket, and maybe look elsewhere to incorporate – like Nevada, for example. The court’s decisions puts investors at risk, and without investors startups may have a hard time growing.

Here the Delaware Court of Chancery has constricted shareholder value within Delaware corporate entities and is once again making questionable legal decisions.

Let’s back up – From 2014-2018, I followed closely the TransPerfect case – a case in which co-founders Philip Shawe and Elizabeth Elting fought over control of their then-$500 million business (the company generated over $700 in revenues million since Shawe was awarded full control of his company in 2018). In this case, Chancery Court Chancellor Andre Bouchard ordered a profitable, fully functioning, successful company be put up for auction and sold to the highest bidder as if it were in default or facing bankruptcy.

The TransPerfect case was the first time a Delaware judge had ordered the forced sale of a successful company, and the case was a bizarre exercise in highly subjective application of law. That Shawe was the only viable bidder in the end should have proven to the court and watching public how wrong it was on the various decisions leading up to that correct ending.

Now to the present – As more and more technology companies file for IPOs, executives are using dual-class share structure to maintain control over their companies. What this means is some common stocks come with one vote-per-share while another class of shares comes with many more votes-per-share. Most recently, ride sharing company Lyft went public with this sort of structure in place. This dual-class share structure ensures that company boards and executives maintain their voting power and control over the company, despite what shareholders want.

Before now, the thought of a board running over the vote of the shareholders was unimaginable. However, following the outcome of the Glenhill case, in which the Delaware Court of Chancery exercised its powers under Section 205 of the Delaware Corporation Law (DGCL) to fundamentally and retroactively rewrite a provision of the corporate charter of Design Within Reach that was plain, unambiguous and contained no mistakes, we must acknowledge that it is a possibility. When I commented on the Chancery’s actions in the previous case mentioned, I wrote, “That only perpetuates the fear that the Delaware courts are not really looking out for the shareholders.” I think this does the same, if not more.

Why does this matter?

Chancellor Bouchard’s decision in Almond v. Glenhill opens the door for other Delaware corporations to retroactively make changes to corporate charters based on the whims or desires of the current power bases and stakeholders which can usurp the values or rights of other investors who bought in under a set of rules they knew about.

According to Scott Watnik, of Wilk Auslander, the attorney representing plaintiff Charles Almond in the Glenhill case, “this is a risk that any investor in any Delaware corporation must now consider. Simply speaking, this decision gives corporations the opportunity for a ‘do over’ when they make mistakes and don’t like the outcome. Investors should be very concerned about this, as it means the corporate documents they rely on are no longer iron-clad for Delaware companies.”

Let’s Connect It All – In the case of Lyft and other technology companies filing for IPO’s with this dual-class share structure, Watnik says “if founders want to create a new class of stock with super voting rights just for themselves, and the shareholders vote against it, under the July 2018 amendments to DGCL 204(h)(1), it’s now possible for corporate boards to: (1) issue the stock to the founders anyway, and (2) pass a resolution under Section 204 ratifying the creation of the new class of stock on the ground that the creation of that stock was a ‘defective corporate act’ – and the nature of the ‘defect’ is that the shareholders did not vote for it.”

If shareholders want to file an objection, it must be done so within 120 days – and that’s assuming they are told of the approval in that time frame since notice only needs to be given to brokers, not the shareholders. But even if shareholders objected with the 120 days, they would be forced to enter into a litigation in the Chancery Court under Section 205 as to the “validity” of the board’s ratification.

The TransPerfect and Glenhill cases are recent examples of how the Delaware Chancery Court has been making some head-scratching legal decisions that could further upset Delaware’s business climate, which is already slipping.

In the case of TransPerfect, the company moved its state of incorporation from Delaware to Nevada, with TransPerfect shareholder Shirley Shawestating, “The expense burden some jurisdictions place on resident companies through overly-high litigation costs is simply staggering. Our situation in Delaware was a perfect example; and without significant legislative reform, I would not be surprised if TransPerfect’s ‘Dexit’ becomes part of a larger trend.”

In the case of Charles Almond as Trustee for the Almond Family 2001Trust v. Glenhill Advisors, the results remain to be seen, as it is still pending an appeal, but one thing is certain – this is a case that will have a lasting impact on DGCL 204/205, and entrepreneurs looking to incorporate, will likely begin to look away from Delaware.

ABOUT THE AUTHOR

Formerly from Israel, now in Delaware, I have owned, run and worked with food, technology and politics, beginning with the MFA and several Knesset members.

Folks, beyond destroying, in my opinion, Delaware’s reputation for business, Chancellor Andre Bouchard may cost Delaware plenty of cold hard cash. Like I said back in February, Delaware’s Chancery Court’s Chancellor Andre Bouchard has put himself squarely in the crosshairs of Shirley Shawe who owns 1% of TransPerfect. While it would appear that her shares are only 1/100th of the company’s value, this does take into account that she is the swing vote! Therefore, her share isn’t worth 1/100th, but more like 20 percent of the value of the firm. Think about it this way, Elting should have had to pay Shirley Shawe to get the vote required for a sale, which experts may value as high as $50 million. But Chancellor Bouchard, by wanting to give all of Shirley’s value to Elting and his 20-year buddy, Kevin Shannon of Potter Anderson for free, has forced the sale of the whole company, per Shannon’s request. Putting aside that the “public use” requirement is not met, the State of Delaware also has a “just compensation” requirement. Delaware is responsible for transferring “market value” to the owner at the time of any “taking”, if this taking is deemed legal — so I logically believe Delaware tax payers will likely have to pay at the very least another $30 million plus to Ms. Shawe. The moment Bouchard steals her share against her will, she will undoubted file what is known as a “just compensation” case and it can be easily proven (I’m told by legal experts) that Shirley’s “swing vote” is worth 10- to 20-times what a normal share would be. I’m also told by folks close to the case that it is open and shut. If Bouchard operated in the real world of honest business people, Elting would have to pay Ms. Shawe somewhere around $50 million to $100 million for her share to get the control premium and dictate the exit strategy. In my view Chancellor Bouchard is robbing this 76-year-old retired mother of an absolute fortune! If this is proven, Delaware tax payers will then have to pay for his mistake!!! Think about it this way… if Shirley Shawe sues and wins, Delaware tax payers will owe her not her 1% stake, because that is not the value of the swing vote, Delawareans will have to pay 10% to 20% of the value of this company. And, for what? Why should Delaware tax payers have to pay for the arbitrary and capricious actions of a rogue judge? Bouchard is not only responsible for dropping us from #1 to #11 in the minds of corporate America, but mark my words, he also could cost our state millions of dollars for jilting Ms. Shawe! The press will have a field day writing about Bouchard’s age-discrimination against this female senior citizen (as well they should!). Folks, this assumes everything is on the up and up — but we all know better. In short and in my opinion, Bouchard is a horror show, and Delaware is buying tickets for everyone to watch. The problem is the tickets are extremely expensive!!! If TransPerfect co-CEO Elizabeth Elting wanted to take control of the company and sell it, she could have paid Ms.Shawe for her stake and taken control. Instead, she found a lawyer who was Chancellor Andre Bouchard’s buddy who was able to convince him to rule in her favor in an unprecedented illegitimate “taking” based on no evidence. Delaware may be on the hook to pay the price if Ms. Shawe sues and wins. I again call upon the General Assembly to pass SB-53 and restore integrity to our judiciary! See the story below which discusses Bouchard’s approved fleecing of TransPerfect’s coffers which has the appearance of nothing more than payola to his friends. It is hurting Delaware’s reputation and economic future. It must be stopped and respect and confidence restored to the Delaware judiciary. As always your comments are welcome. Respectfully Submitted, JUDSON Bennett-Coastal Network  

TransPerfect Mom Wants To Investigate Custodian’s Expenses

Source: Law360 By Matt Chiappardi Law360, Wilmington (October 2, 2017, 8:53 PM EDT) — Shirley Shawe, mother of one of the co-founders warring over control of the legal translation firm TransPerfect, launched a books and records demand to investigate the $21 million expense bill for the custodian appointed by the Delaware Chancery Court to sell the company. The lawsuit is another chapter in the ongoing saga of the business divorce between TransPerfect co-founders Philip Shawe and Elizabeth Elting. Chancellor Andre G. Bouchard ordered TransPerfect sold under court supervision in 2015 to break bitter infighting and a deadlock between the pair that the chancellor said threatened the profitable company’s financial future. Philip and Shirley Shawe have both staunchly opposed the decision, and in her records demand Shirley Shawe, a 1 percent shareholder in the company, is seeking to investigate “potential wrongdoing, mismanagement and corporate waste” connected to the custodian stemming from what she claims is “a lack of any meaningful oversight” over his invoices. Shirley Shawe claims the custodian, Robert B. Pincus of Skadden Arps Slate Meagher & Flom LLP, refuses to provide detailed invoices for his or his law firm’s time spent as custodian over the TransPerfect sale process, and has provided the court with contradictory reasons why, as well as falsely claimed that no group has raised objections or made allegations of abuse of discretion. “The custodian’s steadfast refusal to provide the requested information in spite of the extraordinary costs being incurred, and the attempts to prevent disclosure of the information, including through his counsel’s incorrect statements to the court, presents more than ‘some evidence’ to suggest a ‘credible basis’ for at least the following potential wrongdoing: mismanagement and corporate waste by the directors and officers of the company, related to, at least, a lack of any meaningful oversight of the invoices being paid vis-à-vis the services being rendered,” Shirley Shawe said in the demand. Philip Shawe told Law360 in an emailed statement Monday that Pincus would not allow any transparency into his “enormously large” itemized bills. “To my mother and I there is nothing more disheartening than seeing the court-sanctioned looting of our company,” Philip Shawe said. “The combined cost to the company and the parties, of the legal and custodian-related fees in front of Chancellor Bouchard, have now surpassed the $150 million mark. In my view, this provides the perverse motivations and incentives that driven the whole Delaware process.” Pincus and his counsel did not immediately respond to requests for comment Monday. Under Delaware law, shareholders can seek to have the Chancery Court compel a company to hand over records if they can show a “proper purpose” for doing so, usually to investigate a credible suspicion of wrongdoing. Shirley Shawe’s demand is the latest in a long line of court actions in multiple forums she and her son have filed after Chancellor Bouchard’s 2015 sale order, which was affirmed by the Delaware Supreme Court in a 4-1 decision. U.S. District Judge Gregory M. Sleet last week threw out a lawsuit Philip Shawe filed in Delaware federal court claiming the sale order violated due process and the takings clause in the U.S. Constitution, ruling it was an improper attempt to appeal a state court’s decision. The younger Shawe also sued Pincus in New York federal court, claiming the custodian was trying obtain authority to restrict him from the sale process. Shirley Shawe had filed a Chancery lawsuit to force a TransPerfect stockholder meeting where she said she would break the deadlock by voting her 1 percent stake with Elting’s 50 percent stake to Philip Shawe’s 49 percent. Elting had refused the overture because of what she said were strings attached that would alter the structure of TransPerfect’s board, and Chancellor Bouchard ruled any such meeting would be futile. Shirley Shawe’s bid for interlocutory appeal was denied by both Chancellor Bouchard and the Delaware Supreme Court. Elting and Philip Shawe have been locked in a very public battle over TransPerfect since at least 2014, when Elting petitioned the Chancery Court to break their deadlock. The pair founded the company in a New York University dorm room roughly 25 years ago and grew it into a global powerhouse that takes in hundreds of millions of dollars in revenue annually. The two were once engaged to be married, before breaking off romantic ties in the late 1990s. They remained business partners until a spectacular falling out that resulted in a tangle of messy litigation and accusations, some deeply personal. Shirley Shawe is represented by Jeremy D. Eicher of Eicher Law LLC. Pincus is represented as custodian by Jennifer C. Voss of Skadden Arps Slate Meagher & Flom LLP. The new case is Shawe v. TransPerfect Global Inc., case number 2017-0679, in the Delaware Court of Chancery. The other Chancery cases are In re: TransPerfect Global Inc., case numbers 9661, 9686 and 9700, and Shirley Shawe v. TransPerfect Global Inc., case number 2017-0306. The Delaware federal case is Shawe et al. v. Pincus et al., case number 1:17-cv-00277, in the U.S. District Court for the District of Delaware. The New York federal case is Shawe v. Pincus, case number 1:17-cv-06673, in the U.S. District Court for the Southern District of New York. –Additional reporting by Ryan Boysen, Jeff Montgomery and Chelsea Naso. Editing by Marygrace Murphy.

Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett

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.      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’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