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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?TransPerfect Employees Fight For Their Company 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 1stand 4th 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 2A 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 1st amendment. Additionally many of the e-mails of the employees were searched, including cell phone records-a clear violation of their 4th 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.TIMOTHY HOLLAND v. ANDRE BOUCHARD & ROBERT PINCUS     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

 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   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      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.
Philip Shawe is the logical owner of TransPerfect

Sworn Testimony about Phil Shawe’s Devotion

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 Harvard Business Services, Inc. Rick Bell’s Delawareinc.com | Source Rick Bell “Jud, As you know, we form Delaware companies for people. In fact, we form more than 15,000 new Delaware companies per year for people from all across the USA and all around the world. On a good day, we’ll form more than 50 new Delaware companies. There are many companies like ours, except we are different in that we form ONLY Delaware companies. Most of the other companies in this business will form a company in all 50 states. The Court of Chancery decision you are referring to is one of the most significant stumbling blocks to many entrepreneurs choosing Delaware. The decision may be justifiable to the chancellor, but it is a disaster for Delaware’s image. When people are making a decision as whether to choose Delaware or their home state, they take a leap of faith that Delaware will be better for them. Specifically, they perceive Delaware as protecting Directors and treating stockholders fairly. This case has everyone thinking that Delaware is unpredictable and makes rogue decisions that could literally assassinate your company even if you’ve been successful in the marketplace. If it is reversed by the Supreme Court Delaware will be better off.” Richard H. (Rick) Bell, II Chairman & CEO Harvard Business Services, Inc. 16192 Coastal Highway Lewes, Delaware 19958   Delaware is the Corp Capital   What should Judge Bouchard do?    This TransPerfect Case Just Gets More Tangled I have written several times about the TransPerfect Global fiasco; the one where Delaware’s Chief Chancellor Andre Bouchard ordered the sale of this very profitable company. A decision that will most likely result in the loss of jobs and even destabilization of the entire company. Here you have an American success story, and a Delaware Judge who has overstepped his authority by making an arbitrary and capricious decision, which is resulting in an un-American situation. This decision is not only bad for Delaware, butbad for America. What is even more interesting and disconcerting, the temporary custodian of the company appointed by Chancellor Bouchard has now decided to apparently inhibit/prevent employees of TransPerfect from exercising their First Amendment rights. Apparently, 600 employees of TransPerfect are openly speaking out about the Court’s decision and the happenings within the company. Please read the memo below that was sent to the Management Team of TransPerfect requiring spin to be propagated to employees and threatening disciplinary action including job termination. I was copied with this threatening memo by my internal source. Custodian: TransPerfect is Doing Very Well Custodian Robert Pincus, TransPerfect is performing "exceptionally 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 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    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. Chancellor Andre BouchardBouchard 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

Open Letter to Chancellor Andrew 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  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 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 Jeffrey Mordock’s Article on the Hearing  
Full Page TransPerfect Employee Ad to Bouchard

Full Page TransPerfect Employee Ad to Bouchard

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