Republican businesswoman behind $500,000 Joe Biden attack ads explains she was furious he supported ‘corrupt’ Chancery Court that dissolved her business costing her millions
Political unknown Shirley Shawe paid for the TV ads in Iowa and New Hampshire to show next week Shawe shared with DailyMail.com the ad is to ‘raise public awareness to the serious issues plaguing America’s most powerful business court’ It is the largest third-party attack ad spend so far in the 2020 campaign The ad includes a 2005 exchange between then Senator Biden and Elizabeth Warren – at-the-time a Harvard professor – as they discussed bankruptcy reform But the ad dices up the dialogue between the two and suggests that they were speaking on the Chancery Court Transcripts from the hearing reveal that Biden had just misspoke and confused bankruptcy courts with the Chancery Court, a point he later clarifies Both Warren and Biden have called for the ad to be pulled from the air Shawe seems to be angry about a business dispute that impacted her son in 2015, more than ten years after the political exchange took placeBy MATTHEW WRIGHT FOR DAILYMAIL.COM and KEITH GRIFFITH FOR DAILYMAIL.COM
PUBLISHED: 14:52 EDT, 29 August 2019 | UPDATED: 16:15 EDT, 29 August 2019 A Republican entrepreneur who released a perplexing ad decrying Joe Biden’s relationship with the Delaware Chancery Court has explained that she was angry at the presidential candidate for supporting the court that dissolved her business – costing her millions. Shirley Shawe told DailyMail.com that she released the misleading advert as a means to ‘raise public awareness to the serious issues plaguing America’s most powerful business court.’ ‘I was a personal victim of ageism, sexism, and corruption at the hands of Delaware Chancellor Andre Bouchard over the last five years; my constitutional rights were trampled and my private property was seized by a Delaware government body and put up for auction-and part of the justification for this was my age,’ she claimed in a statement to DailyMail.com. She added the behavior was ‘typical of the “Old Boy’s Club” that runs Delaware.’ ‘The Chancellor turned simple board deadlock into a 3 year occupation of the company I am part owner of, and caused over $250 million to be spent on the case, much of which directly benefited his social circle in Delaware. Bouchard was sworn in as Chancellor in 2014, five years after Biden ended his time as Senator of Delaware and almost a decade after the footage Shawe used in her advert. Shawe clarified that she sought to ‘encourage the candidates to drive reform’ with her ad that correctly identifies Delaware as getting an ‘F’ grade from the 2015 State Integrity Investigation that looks at ‘state government accountability and transparency.’ The ad includes a 2005 exchange between then Senator Biden and Elizabeth Warren – at-the-time a Harvard professor – as they discussed bankruptcy reform. ‘The Delaware court is too male, too white and anything but open,’ the ad’s narrator asserts in the advertisement. In the ad, Biden speaks on how the Chancery Court are open and calls it ‘outrageous’ to suggest otherwise. The clip then shows Warren ‘responding’ and seemingly pointing out how the Chancery Court impacts Delaware workers. But, the clip actually chops up Warren’s entire comment and fails to contextualize Biden’s comment – especially once he realizes that the conversation is about bankruptcy courts and not the Chancery Court. A transcript from the hearing shows that Biden realized his mistake and focused on Bankruptcy. Chancery was only ever mentioned in his initial comment. ‘Employees of companies like Enron literally cannot go to Delaware and hire local counsel, which the Delaware bankruptcy court requires of them before they can make an appearance, and that effectively cuts thousands of small employees, pensioners and local trade creditors out of the bankruptcy process,’ Warren said in the entirety of her quote. ‘If they can’t afford it, they are not there.’ Both Biden and Warren demanded the ad to be pulled, with the former Vice President declaring that the advert mischaracterized his remarks. Shawe shared that she was ‘disappointed’ by the politicians reaction but added that it was not ‘unexpected’ for Biden to respond in that way ‘given his home state court’s attempt to silence me and treat me as less than a person for years.’ She continued: ‘It is typical of the “Old Boy’s Club” that runs Delaware.’ ‘For Ms Warren, I suspect the Senator doesn’t yet fully understand how the Chancery Court harmed me and our 5000 workers worldwide. If she researches this case more deeply, I believe she will understand the facts and may have a different view.’ The Republican apparent endorsement of Warren – as seen on the ad – happens to just fall on that particular issue. Shawe said ‘who knows’ when commenting on who she would support for other issues and added that she and Warren agreed on this particular one. ‘The court needs to be brought up to 2019 and needs transparency,’ she stated. ‘I will keep fighting for that. This is just the first in a planned effort to drive awareness.’ Shawe’s grudge seems to stem from a costly legal battle that her son’s translation company, TransPerfect, fought in Delaware’s chancery court in 2015. ‘Two years after the case has ended, my company is still be billed outrageous sums per month by Skadden Arps, the Chancellor’s and the Chief Justice’s former employers,’ said the businesswoman. ‘We are required to pay these bills by court order, yet we are not allowed to see them, or even know what this work is for.’ She plans to run the television ad in early primary states Iowa and New Hampshire next week in what is the largest third-party attack ad spend so far in the 2020 presidential race. The ad eschews mainstream campaign issues and instead focus on the Chancery Court, a legal system which Shawe blames for a business dispute that hurt her son’s company. ‘The Delaware court is too male, too white and anything but open,’ the ad’s narrator intones. The 60-second ad shows Biden during a 2005 Senate hearing, in which he debated Elizabeth Warren, then a Harvard law professor. The ad accuses Biden of defending the Chancery Court as Warren attacks it. The transcript of the hearing shows that Warren was actually speaking about the bankruptcy courts, a separate forum of equity law, but Biden became briefly confused and referred to chancery court. Delaware’s Court of Chancery oversees business disputes, though not bankruptcy, which is a federal matter. The state’s chancery court has great influence due to the large number of companies that are incorporated in Delaware, which has business-friendly laws. Both Biden and Warren, who are among top contenders for the Democratic presidential nomination, have called for the ad to be pulled. ‘The ad misrepresents Vice President Biden’s position in this exchange from 2005 by manipulating footage to suggest he means one court when he means another,’ Biden campaign national press secretary Jamal Brown told CBS News in a statement. ‘It’s a clear reminder of the way that third-party money poisons our politics with false attack ads, and it has no place in this race,’ he continued. Warren also spoke out against the ad, even though it seems to cast her in a heroic light. ‘Elizabeth does not believe individual donors should have an outsized influence in this primary, and has consistently said that Super PACs or individuals with the means to finance ad campaigns on their own should stay out of the primary,’ her deputy communications director Chris Hayden said. Shawe’s grudge seems to stem from a costly legal battle that her son’s translation company, TransPerfect, fought in Delaware’s chancery court in 2015. In a landmark case, the head of the Delaware Chancery, Chancellor Andre Bouchard, ordered the dissolution of the company even though it was not in financial distress, but because its co-owners could not get along. The court-ordered decision to sell TransPerfect came in 2015 after a chancellor concluded the feuding CEO’s Philip Shawe and Elizabeth Elting were ‘hopelessly deadlocked’ over significant matters and business decisions. Shirley Shawe owned 1 percent of the company at the time of the forced sale, which resulted in her son Philip Shawe gaining ownership by bidding in the public auction. Shirley Shawe launched a crusade against the chancery courts, however, lobbying lawmakers to banned forced sales like the one of TransPerfect. ‘When a judge makes a precedent and makes a ruling to just sell a privately held company, then why would other people be motivated to start a company and why would they be motivated to incorporate in the state of Delaware? If someone is just going to take their private property?’ Shawe told WMDT-TV in 2017. Shawe has said through a spokesperson that she is a Republican and did not intend to boost Warren with her ad. She has vowed to run to run the TV ads in spite of the candidates’ protests, and has also reportedly ordered print newspaper ads on the subject.
My onsite coverage of the “Citizens for Pro Business Delaware” 100+ person press conference has paid off for Coastal Network readers. From an anonymous source, I have obtained a video of the entire July 10 event held right in front of Bouchard’s Chancery Court in Wilmington, Delaware.
It was an energetic and well-attended press conference, presided over by anti-corruption activist Chris Coffey, the campaign manager of “Citizens for Pro Business Delaware.” Others spoke too, including Donna White, an African-American woman who was terminated from her job at the Chancery Court for sending an email asking if Mark Zuckerburg would look at her App!!?? Meanwhile Kevin Shannon and Chancellor Andre Bouchard golf together during the case, travel to New Orleans together during the case, and I believe decided this case at the Country Club. It certainly wasn’t decided in the court room with no witnesses appearing for Shannon’s side, folks. That’s how I clearly see it.
As Coffey puts it, Bouchard and his cronies in the Delaware Old Boys Club “get away with murder” each and every day compared to what Donna White did, yet she was escorted out of the building and treated like a criminal–given only 10 minutes to collect her belongings and to say goodbye to co-workers of 7 years!?!
The double standard, hypocrisy, and potential racism here only rivals the ageism, sexism and contempt that Chancellor Bouchard and 4 out of 5 justices on the Supreme Court (all the male judges) showed litigant Shirley Shawe in the TransPerfect debacle. How could it be that female, senior citizen, Shirley Shawe’s only victory in the first 5 years of this entire case was from a woman jurist, Delaware Supreme Court Justice Valihura? It’s mathematically impossible that this is a coincidence, as the Good Ole Boy cronies would have us believe. They are making millions off innocent shareholders with their back-room Country Club deal, scratching each other’s backs, and trading favors with their rich and powerful friends. And what happens to Chancery’s real life victims like Donna White? She has been denied health insurance and unemployment benefits! I’m telling you folks, I believe Andre Bouchard is not only corrupt, but also sadistic–and, in any case, lacks any shred of the ethical fiber required to fill the Chancellor position. The great state of Delaware deserves better. Listen to the press conference, where Donna takes the podium and tells her story here…
I asked a question of Coffey during the press conference, which I wrote about in my last column. You will see that here, as well as other suggested anti-corruption reforms that appear like common sense to this journalist. The Delaware Citizens group now fighting for reform has 2,700 members which includes TransPerfect employees who were negatively impacted by Bouchard’s decisions along with other concerned Delawareans.
By the way, I commend the Delaware Business Times for covering the major events of July 10th, and I wonder which Ole Boys Club member or creepy Skadden Arps friend of Bouchard called the News Journal to get them to kill the story? Brent Celek from the Philadelphia Eagles and Colin Jost from Saturday Night Live came to Wilmington and joined those calling for Chancery reform at the Hotel DuPont. How is it you can Google the News Journal’s entire site, and read nothing about this important day at the Chancery Court? Mark my words, Bouchard and the “Limousine Liberals” who run this state and prey on its citizens are powerful, so powerful, they are dangerous to Delaware, to anyone who incorporates here. But fear not, the Coastal Network cannot be intimidated into killing stories or masking the truth–stay tuned here folks, for coverage on Chancery actions and other injustices in Delaware.
As of press time, I know of no other media outlet who has obtained this tape. Enjoy watching the coverage and share it with folks who may want to see it.
Why have evidence or witnesses to make your case in Delaware’s $250 million TransPerfect fiasco? When your name is Kevin Shannon, and your friends are wearing the robes, in my opinion, you don’t need evidence or witnesses — cause you have the game rigged in your favor.
If this isn’t illegal, it surely ought to be. Frankly, I see this as a disgusting and disturbing view into how our Chancery Court apparently now works?
After following Andre Bouchard’s first couple of years, which I viewed as suspect, followed by his mismanagement of the TransPerfect Global case, I decided to Google the names of the folks involved in the case to see if my suspicions were correct. Were there actual conflicts of interest and personal connections?
Folks, please look at the boondoggling schedule I was able to come up with by doing that digging on Google: Kevin Shannon of Potter Anderson, with Andre Bouchard (well-documented BFF) and Leo Strine, in and around the 5 years of shame related to the TransPerfect case.
I could write a serious diatribe about how corrupt this appears to be, just by referencing the Delaware Judicial Cannons, which are clear and on point, but I will let the dates and facts speak for themselves. How dumb these people must think the Delaware public is??!
Folks, after looking at the facts, it is hard to fathom for me — and should be for any reasonable person — when seeing the incestuous relationships between these individuals and their conflicts of interest, that this judicial arrangement, which apparently is condoned by the Delaware Legislature, is just plain wrong!!!
To add insult to injury, for Bouchard and Strine, this boondoggling is on the tax- payers’ dime.
Look for yourself:
(and these are just the one’s we know about from Google?!?)
Shannon and Strine (and only 2 others)
Shannon, Strine, and Voss (works with Pincus at Skadden)
There you have it folks — clear evidence of these incestuous connections and when you put these relationships together with the actions of the same players combined with the rulings from Bouchard and Strine and then add the former business partner from Skadden Arps, Robert Pincus, into the mix as the appointed Custodian in the TransPerfect case, all working in unison to seemingly profit from the case. I cringe at the obvious appearances of impropriety and the possible corruption. There should be no doubt about the integrity of these Courts. Unfortunately, they are suspect and it is right in our faces!
I urge you to contact your legislators and tell them about your concerns! This will be an issue in the 2020 election.
Breaking news folks, in a recent survey released by Slingshot Strategies LLC, confirms what I have been reporting on for years. There are a large number of Delaware voters who are dissatisfied with Andre Bouchard’s Chancery Court. Importantly, 79% of Delawareans believe Andre Bouchard should have been forced to disclose his pre-existing, 20-year BFF friendship with TransPerfect Global co-founder, Elting’s counsel, Kevin Shannon of Potter Anderson.
Additionally, the Delaware citizenry apparently agrees that conflicts of interest clearly exposed, not sealed up by a judge who could be abusing his power, in regard to the appointments of custodians. Bottom line folks, the Delaware people, in my opinion and in my assessment of these poll results, are not happy with Andre Bouchard and the rampant cronyism that has defined his tenure.
Recently, folks demanding greater transparency from Bouchard in his Chancery Court at a Bar Association Brunch were forced to leave by security, not only the event itself, but the parking lot as well. Is this the Chancellor’s latest bid to thwart activities protected by the United States Constitution?
Frankly, these poll results are unfortunately gratifying in a way because, in my opinion, a vast majority of Delawareans believe that Bouchard’s shady, illogical rulings in the TransPerfect case — supported by his former intern Leo Strine — in a nonsensical majority opinion — are improper. Our once-renowned Chancery Court is now infamous for corruption in my opinion.
Delaware, having dissipated from #1 to #11 for judicial equity in a national survey conducted last year by the United States Chamber of Commerce — is losing corporations to Nevada because many business people are concerned about potential subjective rulings coming out of Delaware’s Chancery Court these days?
Yes folks, having watched Chancellor Bouchard very closely from the time he was appointing various people to the Deputy of the Register of Wills job (before he found one that could actually do the job), having read all the transcripts from the TransPerfect case, and having interviewed many people, I am convinced beyond a shadow of doubt, the longer Bouchard holds office, the worse off Delaware will be.
Please read the article below published by Yahoo Finance, citing “widespread dissatisfaction” with Bouchard’s Chancery Court.
DOVER, Del., June 24, 2019 /PRNewswire/ — A staggering amount of Delaware citizens have expressed dissatisfaction with the Chancery Court’s proposed reforms and the state government’s transparency, according to a recent survey.
The survey, released in April by Slingshot Strategies, LLC., noted 79% of Delawarevoters and 77% of registered Democrats demand judges to disclose relationships with lawyers. In addition, about 70% of both Delaware voters and registered Democrats propose custodians to disclose conflicts of interests to the general public. The sweeping support for additional disclosure from the Chancery Court is heavily linked to the overwhelming frustration citizens have for the state government.
According to the survey, 92% of voters agree that the state government is dishonest and 58% believe it is nearly impossible to hold local politicians accountable for their actions. Almost 50% feel helpless in the fight for their voices and concerns to be addressed, due to political bias and nepotism in Delaware politics.
Citizens for a Pro-Business Delaware have demanded more transparency, equity, accountability and freedom of speech from the Chancery Court, only to be denied such basic Constitutional rights. On June 14, 2019, Citizens for a Pro-Business Delaware volunteers were forcibly removed from the Delaware Chancery Court after using their First Amendment rights to request transparency. While the group was denied the right to distribute information to those most closely associated with the Court system, Citizens for a Pro-Business Delaware will continue to bring their push for accountability to the residents of Delaware through media advertisements in the News Journal, as well as other local media.
Influential leaders such as Chancellor Bouchard halt Delaware Chancery Court reform and Delaware’s reputation as a hub for headquarters and businesses are being negatively affected. Citizens for a Pro-Business Delaware is committed to exposing the clandestine processes of Delaware’s Chancery Court. “The long-standing corruption and white washing of justice in the Delaware Chancery Court is abhorrent and unethical,” said Miranda Wessinger, president of the Citizens for a Pro-Business Delaware. “The citizens of Delaware deserve transparency and accountability from local political leaders. Our efforts to serve the Delaware people will not be impeded, regardless of the bureaucratic push back. We are determined to keep Delaware’s reputation as a thriving and profitable business state.”
Citizens for a Pro-Business Delaware is a group made up of more than 2,700 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others. They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the issue.
While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit DelawareForBusiness.org.
For the those of you who haven’t watched “Game of Thrones” on television and aren’t eagerly awaiting the final season in April on HBO, perhaps I can explain this analogy. King Joffrey is a fictional character, who is the product of incest. He is corrupt to the core, and willing to do anything to vanquish his enemies. His ascent to the throne was illegitimate. He tortures innocent people for his own amusement. He is a pathological liar and abuses his power in unspeakable ways to better his own position and his allies. He is all powerful; everyone fears him, so they tell him what he wants to hear (versus the truth), and all the kingdom’s subjects truly know he’s not the man for the job, but are powerless to drive change. Other than being a product of incest, which I can’t opine on, in my opinion, Chancellor Bouchard is the spitting image of King Joffrey. I’m glad TransPerfect Global and its CEO Philip Shawe were willing to demand trial by combat, a Game of Thrones reference, and win a victory not only over Bouchard, but the cadre of, in my personal view, the many suspicious sycophants, he surrounds himself with such as (Bob Pincus, his former partner at Skadden Arps; Kevin Shannon, his BFF; and Leo Strine, his former Intern at Skadden Arps). Let’s hope Delaware is not powerless to stop this apparently sadistic man who, since he ran the Judicial Nominating committee, and used to employ Leo Strine, the Chief Justice, should in my opinion, have never been given this appointment. Just to give you some background and an outrageous example, Bouchard wanted to give his friend Kevin Shannon and his client (former TransPerfect Global co-CEO Elizabeth Elting) an artificial leg up in the case. I have read over 5,000 pages of the transcripts in great detail. Take my word for it, it’s all lawyer lies and hyperbole — sad — and all designed to make this $650 million industry-leader look unusual — Why? I believe it was so Chancellor Bouchard could justify using TransPerfect’s company coffers as a conduit to enrich his pals beyond belief. When I think about the $250 MILLION (verified by Crain’s Business magazine) that Bouchard ordered private U.S. citizens to spend, just to seemingly benefit his cronies, it truly makes me nauseated. There was nothing wrong with this corporation, except for a 50% passive shareholder and scorned woman (Elting) who wanted out – and I think this Chancellor saw a huge opportunity knocking to use his position to feather all his friend’s nests and I am sure his own as well. What would a non-corrupt judge have done? Elting could have sold HER shares, even with a Custodian. But the rub is, half of a company (Elting’s share) wasn’t worth as much as 50% of the whole company — so seeking to enrich his pals, Bouchard embarked on a non-sensical judicial result: the most long, arduous, illogical, expensive, ripe for abuse, tortuous to 4,000 employees, a government run public auction from a successful private company — which is without precedent in America. To do this, Bouchard performed an illegal taking (contrary to the Takings Clause of the 5th Amendment) of Philip and Shirley Shawe’s stock (50% of TransPerfect) and put their private property up for sale, against their will, at the same time, to give Kevin Shannon’s clients a windfall. So, Bouchard then seemingly makes up an endless series of outrageous lies to justify what I believe is the biggest business theft in American history, courtesy of the Delaware Chancery Court and its cronies. You might say, well Shawe bought it anyway at the public auction, so no harm no foul — Philip and Shirley Shawe got to keep their property. If you believe blackmail is a proper activity for Delaware judges to engage in, you would have a point. Bouchard pitted Shawe’s bidding against his largest competitor, HIG-Lionbridge, an off-shorer of U.S. jobs — so in effect, Bouchard extorted Philip Shawe into over-paying, as this was the only way Shawe could save 2,700 American jobs and keep his company. Back to what I believe, based on the evidence, is that the Chancellor outrageously misrepresented the facts. Much to Bouchard’s disappointment, the law and the constitution prevents him from issuing a fine without a jury (thank God). So how does a potentially corrupt judge get around the law? As I see it it’s in how he lies in his opinions and tries to damage his enemies, and enrich his friends. Bouchard wrote in his opinion that Shawe “did not deny” stalking Elting. Naturally, “stalking” is a criminal offense that would be picked up by the newspapers, and would hamper Shawe’s ability to get financing. This ridiculous lie was blown up by Chief Justice Strine during the appeal, who also falsely refers to it as an undisputed fact. I have talked with 100 employees and Shawe never stalked anyone, and Bouchard himself must now agree, since he eventually awarded Shawe the company. From what I’ve read, here is what I see as the EVIDENCE Bouchard relies on from the trial, and again Bouchard said publicly “Shawe did not deny” this, back in 2015 to set these wheels in motions… A HUGE NEFARIOUS FABRICATION !!!! ELTING ATTORNEY: … Now, Mr. Shawe, you’re also fond of stalking Ms. Elting, aren’t you? SHAWE: No, not in any way, shape, or form. Bouchard should go to jail for the reputation damage of this outrageous lie alone. But the whole case is a grotesque misrepresentation which I believe was engineered by Bouchard for the benefit of his friends, and in my opinion, himself. Here is what Bouchard himself wrote when Shawe requested an itemization of legal fees on November 10th, 2015: “It is customary, after a sanction is imposed, to take evidence on the itemization of the amount.” But I guess if you are the judge’s best friend, Kevin Shannon of Potter Anderson, you get $1.4 million dollars of TransPerfect money and these rules don’t apply to you. Shannon did not have to justify or itemize anything! The Coastal Network will offer a reward to anyone who can find Shannon’s itemized bills on the $1.4 million Bouchard forced Shawe/TransPerfect to pay in the record. I cannot. And don’t get me started on Bob Pincus’s $25 million share of the $250 million in pirate’s booty. UNBELIEVABLE!!!!!!! Lastly to close on the point of who is worse, Chancellor Bouchard or King Joffrey from Game of Thrones, it’s a close call. Bouchard tortured thousands of employees for 4 years — innocent hard working Americans who were forced to delay weddings, put off having children, put off sending kids to college — all because of Bouchard’s, in my opinion, illicit scheme. Further, Shawe’s lawyers during the legal battle, were forced to pussyfoot around the issue of the Chancellor’s possible improprieties. This is from an actual legal document:Delaware is a small state with a small bar. The Plaintiff, however, resides in New York, which is a large state with a large bar, so he raises that the context of the relationship between the presiding judge in the Chancery Action and Shannon lends color to this appearance. Although the Court of Chancery’s decisions concerning the Defendants’ conduct at issue does not preclude this action or control concerning the validity of Plaintiff’s claims, Plaintiff provides a few anecdotal facts regarding the relationship of Shannon and Chancellor Bouchard. Shannon and Chancellor Bouchard, upon information and belief, have known each other since they represented aligned clients in In re Walt Disney Co. Derivative Litigation, 907 A.2d 693 (Del. Ch. 2005) approximately twenty years ago. Both served on the board of St. Francis Hospital. They have appeared as co-panelists at the annual Tulane Law School Corporate Law Institute in New Orleans, Louisiana (including while the Chancery Action was pending). Plaintiff understands (and has been assured by counsel) that these facts are not necessarily indicia of impropriety. The Court of Chancery’s failure to require Potter to submit itemized records like its co-counsel, coupled with Shannon’s relationship with the presiding judge, does however engender speculation, even if unwarranted.
This makes me sick, look at this weak presentation from the defense, even Shawe’s lawyers felt they had to walk on egg shells, when battling Bouchard’s insidious operation. The inevitable conclusion is: There is just too much power centered in the Delaware Judiciary, and this is not what our forefathers intended. Perhaps, back when the Delaware Chancellors were honorable and the Chancery Court was a nationally respected institution, this wasn’t a life or death issue for the state of Delaware. Regardless, in my view after doing more research than anyone else, I am certain that Chancellor Bouchard’s handling of the TransPerfect case, his appearances of impropriety, the innumerable irregularities, and his unusual and unprecedented decisions were not just a product of gross incompetence, but something far darker. While King Joffrey is the product of familial incest, King Chancellor Bouchard is the product of his incestuous relationships within the Delaware legal system — and even though he’s the most powerful man in our kingdom, he is not above the law and must be held accountable for his actions. Delaware’s financial future, and thus the financial future of it citizens depends on it! Delaware Lawmakers, I again call upon you for change and reform. The responses I have received from so many of you concerning the TransPerfect Case and my recent articles about how things went down in this case are appreciated. However, the outpouring of outrage about Bouchard closing the records from the public almost brought my servers down, and broke a new record for the Coastal Network. I will reiterate a few things as I see them before proceeding: Founders, Business Partners and co-CEOs of TransPerfect Global, Philip Shawe and Elizabeth Elting, after bringing this company from a dorm room idea to a $650 million dollar a year company, Ms. Elting wanted out and did not want Mr. Shawe to have it either. After Elting was thrown out of New York Supreme Court in one hearing lasting an afternoon, she then filed her same suit here, in the Delaware Court of Chancery, seeking a forced public auction of this successful company. This litigated outcome has never happened in the history of the United States. Unfortunately for TransPerfect, Elting’s local counsel in Delaware was Kevin Shannon of Potter Anderson, longtime best buddy of Chancellor Bouchard. Shawe on the other hand did not want the company sold. Newbie Court Chancellor, Andre Bouchard (who insanely gets first right of refusal on all cases) sees his lifelong friend Kevin Shannon on the masthead of the case, and lo-and-behold, assigns it to himself, setting off years of litigation and what I view as the largest legal theft with the appearance of corruption in American History, to the tune of $250 million to lawyers and Delaware elites. Much of this money was charged, using millions upon millions of unchecked and un-itemized bills that were approved by Chancellor Bouchard, amidst widespread employee accusations of billing fraud and fabricated hours by Skadden Arps, among others. From this point on, (besides other appearances of impropriety), it is my view that Bouchard brazenly misused his personal power by ordering the documents to be sealed — documents that, by law, should be available to the public. I think the Chancellor must think he IS the law, because he just seems to make it all up— as he goes along. Here are the Top 10 comments I received from my readers. The last names and e-mail addresses have been removed to protect these good folks from any possible retaliation by the Chancery cronies. Thank you for writing in and following this case and continuing to follow it! The first comment comes from Dave Stevenson of the Caesar Rodney institute (a conservative Delaware think tank) who would like to publicly share his opinion: “Jud, I just wanted to second your concerns about Delaware losing its advantage as the place to incorporate. Combining franchise fees and abandoned property payments, this franchise is the largest revenue source for the state. I’m sure you saw Bill Freeborn’s recent article on killing the golden goose. As past Director of the Division of Corporations, he knows what he is talking about when he says a friend recently was”feeling that the recent uncertainty of the courts, the departure from established precedent, and the more “progressive” approach of Delaware’s judiciary make Delaware far less attractive for any of his global M&A clients”. I have written several pieces about the state’s frequent fee increases, and aggressive collection of abandoned property fees. We’ve been acting like pirates! Keep up the good work!” David T. Stevenson, Policy Director Caesar Rodney Institute Here are 10 more from the many I received: From Alice: “Wow, your latest article is really INTERESTING! Can Bouchard actually seal these public records? If it is proven that these funds were wrongfully billed, the Chancellor’s ass might be grass.. This is an angle that is a possible way to expose this possible corruption.” From Bob: “Judson, You are sure throwing some heavy stuff out there. The Democrats at Leg Hall are squirming big time. LOL Keep it up, you are making a difference !!!!” From Adam: “Jud, Isn’t there a FOIA REQUEST you could do to get those documents unsealed or some court action???” From Abner: “Judson, This is brutal. Unfortunately the boys and girls in the Delaware Legislature won’t ever remove Bouchard. However he might not get reappointed. Your articles are fun reading and the people are talking. Keep the pressure on. Best Regards.” From Lawrence: “Judson, Thank you for all the information you provide us. I believe Delaware is in horrific shape. If this f…ing Judge is half as bad as you surmise, we are in huge trouble. Love your articles.” From Erin: “Dear Judson, Great stuff. This work you are doing is really stirring the pot. Delaware has tremendous economic problems already. WHEN THE Franchise taxes disappear, God help us!” From Roy: “Hey Judson, Those documents should be open to the public. This Chancellor is a disgrace. Thanks for all you do keeping us informed.” From Kelly: “That corrupt bastard. Get him Jud. If anybody can do it you can! LOL” From Bill: “General Reid Beveridge’s recent letter to the editor regarding the demise of Republicans in Delaware and the list of three possibilities that might return Republicans to relevance in our state caught my attention. Of particular interest was his third point – the potential destruction of Delaware’s corporations franchise. It is no secret, to those who understand the corporations business, that the state’s proprietary revenue source is facing attacks from multiple fronts, including from within Delaware. I sincerely hope that the new crop of junior legislators take the time to truly understand what this business means to our state’s financial well being. “ From Eric: “Jud, Thanks for continuing to chip away at Chancellor Bouchard‘s armor! A recent Caesar Rodney institute email acknowledges that Delaware’s proprietary revenue source is facing attacks. Bouchard and his cronies are going to ruin it for us! What You are doing is important to all Delawareans. Please keep it up! ” Folks, these comments from folks across Delaware from both sides of the political isle reflect a genuine concern about the integrity of the Chancery Court under Bouchard’s regime. Delaware’s sterling reputation as the best locale for businesses, with best equity court in the country, has plummeted. I again ask for justice on behalf of not only the thousands of TransPerfect employees that saw Custodian Bob Pincus cut their benefits and loot their company, but also justice for the citizens of Delaware! Someone must answer and be held accountable for the financial tragedy of the TransPerfect case — or our reputation will continue to sink more and more into the abyss. Lawmakers, it is time for these documents to be open for public scrutiny and an investigation of who the Chancery Court made rich with TransPerfect’s money. The law gives the public transparency on the courts. Make Bouchard follow the law and unseal the documents! Famous law professor and trial lawyer Alan Dershowitz said of the Strine-Bouchard duo, “Any attorney who advises his client to incorporate in the State of Delaware is tantamount to legal malpractice!” Delaware has now dropped from 2nd place to 27th place nationally for being business friendly according to the “Thumbtact Small Business Survey.” Folks this is extremely detrimental for the future of Delaware’s economy. One third of all of Delaware’s revenue comes from corporate franchise fees. This comes after Delaware dropped from a significant #1 to a pathetic #11 for Judicial fairness from the National Chamber of Commerce survey. Delaware’s formerly esteemed Chancery Court has lost its great reputation which is why Delaware was the incorporation capital of the world in the first place. It is obvious that Bouchard’s actions in the TransPerfect case were part of the reason. These are two, separate, gigantic drops, folks and Delaware will definitely feel the pain. It’s no coincidence that the large drops for Delaware have come as the TransPerfect Global case was making headlines over the past couple of years! The Chancery Court and its assigned players operating the TransPerfect Global case under the auspices of Delaware’s Chancellor has seemingly turned out to be terribly detrimental for the state of Delaware. The TransPerfect adjudication by Chancellor Andre Bouchard was completely outrageous and unprecedented. The way it was handled should be totally unacceptable to any reasonable litigator. Millions of dollars were wrongfully forced to be spent by a Chancellor who legislated from the bench while making unprecedented and inequitable rulings. Equity is what is supposed to happen in the Delaware Court of Chancery, not the incessant and apparent feathering of nests for the benefit of the Chancellor’s good buddies and his former law partners? Consider that in a 4-year TrasnPerfect litigation, Co-CEO Elizabeth Elting called zero fact witnesses, and had zero affidavits, which is the least evidence in a Delaware civil trial that I am aware of ever being offered by the Plaintiff? Co-CEO Philip Shawe called all 10 witnesses in the case, all testifying on his behalf. He had 43 more waiting to testify and had over 120 affidavits. Then, in front of a hundred employees per day that traveled down to Wilmington to support Shawe, Bouchard found for Elting in 2015 and ordered the company dissolved and sold. This crazy ruling shocked the TransPerfect employees beyond belief, and that’s when the wave of Delaware corruption rumors began circulating like wildfire. In my opinion, Elting got the auction result she asked for in 2015; not because it was the right solution, indeed it was certainly without precedent, but because this allowed a vehicle, for what now appears, the moving of large sums of capital from TransPerfect’s coffers to that of a Court appointed Custodian who was a former business partner and friend of Delaware’s Chancellor. Folks, I am talking about over $25 million billed dollars that were not itemized and were approved for payment anyway by Chancellor Andre Bouchard. If there ever was the appearance of an impropriety, in my opinion this was it ! Elting’s lawyer, Kevin Shannon, is a life-long friend of Chancellor Bouchard’s. Bouchard has admitted he was friends with his appointed Custodian Robert Pincus and folks– Pincus comes from Bouchard’s old law firm. Bouchard traveled to New Orleans, and made a public appearance with Shannon, during the decision-making phase of the trial. Beyond any doubt, this is an appearance of an impropriety. Every other lawyer was made to itemize their fees, making them subject to challenge. Which lawyers didn’t have to? You guessed it. Shawe won in the end. His winning “auction bid” was $385 million, but he’d offered $300 million publicly half-way through the litigation, 2 years ago. $250 million has been the widely reported estimated legal cost (I estimate higher), this means that roughly, the Chancery Court spent an extra $125 million of shareholder money (and took an extra two years of employees lives), only to get an $85 million dollar increase in value. This was not really “value maximizing” to the shareholders was it Chancellor Andre Bouchard? Whose value did you maximize, I wonder? Another Appearance of an Impropriety ? There is no doubt in my mind, that Delaware has recently dropped from #1 to #11 in Judicial fairness, and a devastating drop from #2 to #27 for Delaware being friendly to small businesses, has happened in my view, because of the shady way the TransPerfect case was handled. At least when Delaware economics sinks further and further into the red, we’ll know who to point our fingers at. I guess that’s something, but it’s not enough, there should be an investigation. Most importantly, I feel it is time for the General Assembly to act by responding to these significant drops in national recognition with necessary changes in the law — changes that will restore faith in Delaware’s judiciary so that businesses will continue to incorporate in Delaware and prosper accordingly. Please read the article below.August 16, 2018
Delaware saw its No. 2 ranking head south in the Thumbtack 2018 small business survey.Small business owners surveyed by Thumbtack, gave Delaware a B- this year, ranking 27th in a survey of business friendliness in all 50 states.Thumbtack is a website and app that finds local professionals.
That’s 25 spots lower than last year when the state ranked second and received an A+. Delaware scored higher than New Jersey (D+), but lower than Maryland (B+).
State leaders had been taking note of the positive 2017 findings from Thumbtack as surveys from CNBC and others gave Delaware low business rankings.“The biggest slip this year for Delaware was in its training and networking programs. In 2017, it received an A grade, with 27 pecent of our respondents saying that they or their business had benefited from a training or networking program,” Thumbtack economist Lucas Puente, stated in an Email message. “However, this year, only 10 percent of the small business owners we heard from had used such a program. This drop in usage led the state to get an F for its training and networking programs this year.”
Another noticeable decline came in tax regulations Puente noted Last year, 45 percent said that tax-based regulations were friendly towards small businesses; this year, only 34 percent did.
Its 2018 Small Business Friendliness Survey, ranked all 50 states and 57 cities based on factors that included licensing requirements, tax regulations, and labor and hiring regulations. With over 7,500 small business owners surveyed, it’s the largest continuous study of small business perceptions of local government policy in the U.S, according to a release.
Based on the evaluations in surveys, Thumbtack also assigned eight policy-specific grades to evaluate how easy local governments make it to start, operate, and grow a small business. For more details about the report and the full set of results for Delaware, please visit Thumbtack.com/DE.
TransPerfect Custodian Cleared To Probe Sale Leaks
By Jeff Montgomery Law360, Wilmington (August 1, 2017, 3:28 PM EDT) — Delaware’s chancellor authorized an investigation Tuesday into leaks of bidder data and other details on the court-ordered sale of translation company TransPerfect Global Inc., after warnings that the disclosures are being used in an attempt to disrupt the already hotly contested process. Chancellor Andre G. Bouchard signed the discovery order moments after a brief telephone conference on a request filed on behalf of TransPerfect custodian Robert B. Pincus of Skadden Arps Slate Meagher & Flom LLP. “To take no action will only embolden the violators and further jeopardize the sales process,” Jennifer C. Voss of Skadden, Pincus’ counsel, told the Chancellor Bouchard in a letter filed with the court. “TPG cannot permit any of its employees to facilitate, or cooperate in, the intimidation of potential buyers and advisors,” it said. Voss wrote that the discovery effort would seek to identify the employee or employees who shared confidential information about a purported bidder and compensation paid to advisers to the sales process, with “appropriate action” to follow. “The leaked information has been used by third parties who oppose TPG’s sale (and are funded by undisclosed TPG managers) to try to harm the sales process, and intimidate potential acquirers and the advisors,” Voss wrote. Chancellor Bouchard, who has presided over TransPerfect litigation for years and ordered the company’s sale, described the issue as “a very serious, time sensitive matter” in a docket note filed in response to Voss’ request. He issued the discovery order immediately after the teleconference, saying that “I certainly understand what the issues are.” Pincus’ discovery request came on the heels of a press release by sale opponents last week claiming that TransPerfect competitor Lionbridge Technologies Inc. was a prospective bidder in the custodian-managed process. In the statement Chris Coffey, campaign manager of Citizens for a Pro-Business Delaware, called the potential sale a “heist.” The same organization published what it said were details on charges by contractors retained by Pincus for TransPerfect-related work, along with objections that Pincus discloses only his own billings for job. The report quoted Coffey as calling on Pincus and consultants to return payments for their work. Coffey was one of the targets of example discovery and subpoena documents included in Tuesday’s court filings on the request to Chancellor Bouchard. Another was addressed to Coffey’s employer, New York-based Tusk Strategies Inc., where Coffey is identified as leader of its New York City practice. Information demands in the subpoenas included details on documents and communications among Tusk, Coffey and TransPerfect employees involving consultants hired by TransPerfect and the custodian. Also sought were communications by Tusk and Coffey involving potential bidders and bids for TransPerfect, sources of the information and details on spending made by Tusk or Coffey by or on behalf of Citizens for a Pro-Business Delaware, which has actively lobbied and campaigned against the sale. Coffey could not immediately be reached for comment. His organization has previously objected to custodian efforts to secure details on its funding, arguing that the effort amounted to an intrusion on company worker First Amendment rights. The case, and several related actions in Delaware state and federal court, stems from the deterioration of the relationship between TransPerfect co-founders Phil Shawe and Elizabeth Elting, and a deadlock on corporate action that came to a head in 2015. Elting owns 50 percent of the company, and Shawe owns 49 percent. Shawe’s mother owns the remaining 1 percent and voted with her son.
Chancellor Bouchard ruled in 2015 that the feud left TransPerfect hopelessly deadlocked and ordered the company’s sale under a custodian’s supervision. Shawe, in addition to legal challenges, has since offered to buy out Elting’s half of the company, while his mother, Shirley Shawe, has offered to vote with Elting and hold a shareholders meeting to appoint new directors. Both offers have been rebuffed. Delaware’s Supreme Court upheld the chancellor’s sale ruling earlier this year. Voss wrote that the discovery request filed on Tuesday relied on a provision in the sale order allowing court assistance in addressing problems encountered by the custodian. The same order declared that TPG employees “shall cooperate fully” with the effort, at risk of sanctions. “Buyers must be assured that TPG and the custodian can and will make every effort to stop leaks. So too, advisors must be assured that efforts to intimidate them will not be tolerated,” Voss said. “In short, TPG employees cannot have license to try to undermine the sales process.” Attorneys for the Shawes took no position on the discovery action during the teleconference. Elting attorney Kevin R Shannon of Potter Anderson & Corroon LLP said that his client shared the custodian’s concerns. Philip Shawe is represented by Lisa A. Schmidt, Robert L. Burns and Nicholas R. Rodriguez of Richards Layton & Finger PA, Howard J. Kaplan of Kaplan Rice LLP, David B. Goldstein of Rabinowitz Boudin Standard Krinsky & Lieberman PC, and Martin Russo of Kruzhkov Russo PLLC. Elting is represented by Kevin R. Shannon, Berton W. Ashman Jr., Christopher N. Kelly, Jaclyn C. Levy and Mathew A. Golden of Potter Anderson & Corroon LLP and Philip S. Kaufman, Ronald S. Greenberg, Jeffrey S. Trachtman, Marjorie E. Sheldon and Jared I. Heller of Kramer Levin Naftalis & Frankel LLP. Shirley Shawe is represented by Jeremy D. Eicher, Thomas A. Uebler and Mark M. Dalle Pazze of Cooch & Taylor PA and Alan M. Dershowitz. Pincus is represented by Jennifer C. Voss of Skadden Arps Slate Meagher & Flom LLP. The cases are In re: TransPerfect Global Inc., case numbers 9661, 9686 and 9700, and Shirley Shawe v. TransPerfect Global Inc., case number 2017-0306, in the Court of Chancery of the State of Delaware. Additional reporting by Matt Chiappardi, Brandon Lowery, Chelsea Naso and Vince Sullivan. Editing by Brian Baresch.
1. A judge should uphold the integrity, independence and impartiality of the judiciary. RULE 1.1 Compliance with the Law. A judge should respect and comply with the law, including this Code of Judicial Conduct. Comment: Deference to the judgments and rulings of courts depends upon public confidence in the integrity and independence of judges. The integrity and independence of judges depends in turn upon their acting without fear or favor. Although judges should be independent, they should comply with the law, as well as the provisions of this Code. Public confidence in the impartiality of the judiciary is maintained by the adherence of each judge to this responsibility. Conversely, violation of this Code diminishes public confidence in the judiciary and thereby does injury to the system of government under Rule l RULE 1.2 Promoting Confidence in the Judiciary. (A) A judge should act at all times in a manner that promotes public confidence in the integrity and impartiality of the judiciary and should avoid impropriety and the appearance of impropriety in all activities. Comment: Public confidence in the judiciary is eroded by irresponsible or improper conduct by judges. A judge must avoid all impropriety and appearance of impropriety. A judge must expect to be the subject of constant public scrutiny. A judge must therefore accept restrictions that might be viewed as burdensome by the ordinary citizen, and should do so freely and willingly. The prohibition against behaving with impropriety or the appearance of impropriety applies to both the professional and personal conduct of a judge. Because it is not practicable to list all improper acts, the proscription is necessarily cast in general terms that extend to conduct by judges that is harmful, although not specifically mentioned in the Code. Actual improprieties under this standard include violations of law, court rules or other specific provisions of this Code. The test for appearance of impropriety is whether the conduct would create in reasonable minds, with knowledge of all the relevant circumstances, that a reasonable inquiry would disclose, a perception that the judge’s ability to carry out judicial responsibilities with integrity, impartiality and competence is impaired. In conducting such activities, the judge should act in a manner consistent with this Code. (B) An independent and honorable judiciary is indispensable to justice in our society. A judge should participate in establishing, maintaining and enforcing high standards of conduct, and should personally observe those standards, so that the integrity, independence and impartiality of the judiciary may be preserved.”It’s time for the legislature to appoint a special commission to investigate this whole situation. It is clear to me that this case was poisoned for the Shawes before they even walked in the courtroom. This explains why Kramer Levin, Elitng’s primary counsel in New York chose as their Delaware counsel, Kevin Shannon since they had all served as co-counsel in the Disney case, one of the biggest cases in the history of Delaware and of course Bouchard was co-counsel as well. Delaware’s reputation was called into question this week by an article that came out on March 20 in The Wall Street Journal. The article, “Dole and Other Companies Sour on Delaware as Corporate Haven,” notes that Delaware’s business-friendly reputation is no longer justified. The last thing Delaware needs now is the Chief Chancellor being allowed to engage in unchecked judicial action which in my opinion can easily be construed as corruption. The judicial branch is the least democratic of all of our government, and a recent poll showed 70% of Delawareans disagree that the Court should have the power to force the sale of a profitable company. I again call upon the legislature to act. Stay tuned. Best regards, JUDSON Bennett Please note new e-mail address, [email protected]
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