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Dear Friends,

I struck a strong note with many of you in my piece on TransPerfect workers, sadly and unjustly, being railroaded for another $5 million by what I see as a fraudulent contempt motion in Chancery Court Chancellor Kathaleen McCormick’s corruption-filled Chancery Court.

“This ad really shows the arrogance of the Chancery Court and those in power there.
How this has been allowed to go unchecked is a crime!”
– Thomas S.

“Legacy, power and dominance is all these legal people are good at, Judson.
Thanks for calling them out on this.”
-Donald R.

“How Pincus got away with allegations of misconduct and overbilling is a sin.
Maybe it finally caught up with him?”
– Dimitre L.

“You can write every day about this corrupt court, Jud. It’s not going to change a damn thing.”
– Dave M.

“Clever headline.”
– Paul S.  

“Carney has to go. Delaware will get a better Governor in the next election.
Anyone would be an improvement.”
– Bill C.

Keep the feedback coming, folks.  Your comments are always welcome and appreciated.

Respectfully Yours,

JUDSON Bennett–Coastal Network


P.S.: Please follow me on LinkedIn:

https://www.linkedin.com/in/captainjudsonbennett/

OPINION 


Dear Friends,

I’m glad that after years of covering this horrid crime story, so many of you get it! The current CITGO auction and the TransPerfect auction, both in the Chancery Court, reek of corruption and trail back to Andre Bouchard taking over the Chancery Court and continues with fellow Skadden-crony Robert Pincus furthering the greed.

Bouchard, Leo Strine, and Pincus have taken this court for a ride and Pincus has kept it going. It all stems from Bouchard’s reign. That’s what began this entire crooked mess and that’s when I started covering the court, and Bouchard in-depth, to expose the deterioration of the court at the hands of Andre, the Ogre.

Give the story below another read in that light and I think you’ll more fully understand what is at stake here for the Chancery Court and for the bread-and-butter revenue stream for America’s First State and greatest state in our union, Delaware.

The fraud continues and I’ll remain steadfast in my coverage on my Coastal Network until our elected officials take action to make it stop. I appreciate all of the feedback that you’ve sent in this month. It shows me that you get this and that our Coastal Network coverage is putting a valuable spotlight on this criminal activity.

Keep your feedback coming in on this, folks. Thank you! Your comments are welcome and appreciated.

Respectfully Yours,
JUDSON Bennett–Coastal Network


https://venezuelanalysis.com/news/15758

Venezuela Denounces ‘Theft of the Century’ as US Endorses Citgo Sale

Caracas warned that the OFAC license violates Venezuelan and international law and that no country’s assets are safe on US territory.


Caracas, May 4, 2023 (venezuelanalysis.com) – The US government will not block the sale of CITGO, the US-based subsidiary of Venezuelan state oil company PDVSA and the country’s most important asset abroad.

In a letter filed on Friday in the US District Court in Delaware, the US Department of Justice said that the Treasury’s Office of Foreign Assets Control (OFAC) “will not take enforcement action against individuals or entities” involved in a court-ordered auction process of CITGO shares set in motion last year.

The statement added that once a winning bidder emerges, OFAC will implement a “favorable licensing policy” for the execution of CITGO’s sale procedure “or the negotiation of a settlement agreement among the relevant parties.”

The April 7 Justice Department letter was released following the issuing on Friday of OFAC General License 42, which authorizes transactions conducted by the defunct opposition-controlled 2015-2020 Venezuelan National Assembly (AN) for “the negotiation of settlement agreements” involving any debt of the Venezuelan government, PDVSA, or any entity where PDVSA owns 50 percent in shares or more.

According to Robert B. Pincus, the Delaware court-appointed “Special Master” tasked with securing the US government greenlight for CITGO’s sale, the auction process could begin in September with the highest bid reviewed in June 2024. Earlier this year, Pincus met with Justice and Treasury officials and asked OFAC for guidance on the auction of shares from CITGO’s parent company, PDV Holding.

Pincus likewise urged the court to move quickly “to take advantage of CITGO’s recent financial and operational performance and the current state of the refining industry,” according Reuters. Creditors and analysts have suggested the possibility of off-court settlements as well.

With three refineries and a network of over four thousand gas stations stateside, the Houston-based oil subsidiary reportedly registered a $2.8 billion profit last year and could be valued at $13 billion. However, no revenue has been perceived by Caracas since 2019 after Washington recognized Juan Guaidó’s self-proclamation as “Interim President” and handed CITGO’s management to an opposition ad hoc board.

As a result of its seizure, the company was left vulnerable to a number of threats as several foreign corporations and bondholders looked to claim shares as compensation for arbitration awards and the defaulted PDVSA 2020 bond for which 50.1 percent of CITGO shares were pledged as collateral.

In 2020, the US Treasury Department stepped in and began issuing six month or year-long licenses to block any attempt to seize the company. The latest was general license 5K released on April 19 for only a three-month period.

The current auction process was brought forward to the Delaware court by Canadian miner company Crystallex in order to collect $970 million of outstanding debt from a $1.4 billion international arbitration award granted by the World Bank’s International Center for Settlement of Investment Disputes (ICSID) in 2016 in compensation for the 2008 nationalization of Las Cristinas gold mine in eastern Venezuela.

Other creditors looking to collect awards via CITGO shares are glass firm Owens-Illinois, Huntington Ingalls Industries, ACL1 Investments, and Rusoro Mining owed a combined $1.6 billion plus accrued interest as well as Koch Minerals and Koch Nitrogen ($387 million) and ConocoPhillips ($1.3 billion). They have received conditional approvals to tag their claims potential CITGO auction. Additionally, in August 2022 ConocoPhillips won a default ruling to enforce a separate $8.5 billion ICSID compensation for three oil projects nationalized by Chávez in 2007.

On Wednesday, Venezuelan Vice President Delcy Rodríguez accused Washington of committing “the theft of the century” by authorizing the subsidiary’s auction process in order to benefit Western economic interests represented by corporations.

“This is organized crime in the most sophisticated way, directed by the Government of the United States,” she said during a televised press conference alongside Foreign Minister Yván Gil and Oil Minister Pedro Tellechea.

Rodríguez added that the OFAC general license “violates not only Venezuelan laws but all international law,” and warned that no country can be assured that its assets on US territory will be safe “if a plot to seize and sell them can be set up overnight.”

The Vice President likewise stated that the Maduro government would not recognize “any type of deal” with foreign creditors unless done directly with the Venezuelan state. She recalled that the 2015 opposition-controlled National Assembly recognized by OFAC as the Venezuelan negotiator “no longer exists.” The parliamentary elections in December 2020 saw the legislative body renewed with a Chavista majority.

The Venezuelan official said that the members of the defunct parliament who are responsible for the loss of CITGO will face asset seizures under the newly-approved “Domain Extinction” law. Rodríguez also singled out José Ignacio Hernández, who served as Guaidó’s “special prosecutor”, for his role in CITGO’s looming breakup.

“Crystallex had Hernández as one of their experts. Later he called himself Venezuela’s prosecutor not to defend our patrimony but the interests of the company he had already represented,” Rodríguez explained.

Guaidó, who was ousted as “interim president” earlier this year, and his associates have been accused of compromising assets such as CITGO by not showing up in court, having conflicts of interest, and striking under-the-table deals with corporations. He recently fled to the United States.

For its part, the Foreign Ministry issued a communique stating that CITGO’s theft “represents a blow” to the dialogue process in Mexico and to the international conference held in Bogotá “where almost unanimously the participating countries demanded the US government lift the criminal sanctions against Venezuela.”

Finally, National Assembly deputy and Chavista leader Diosdado Cabello accused Guaidó of being behind this last blow against CITGO. “A week before [the OFAC license approving the sale] one of the greatest traitors that this homeland has ever seen fled to the United States. That is no coincidence.”

Edited by Ricardo Vaz from Caracas.

OPINION

Dear Friends,

Folks, you’ve been hearing from me, now hear it from Keandra McDole and her spot-on piece in the Delaware News Journal. Chancery court corruption is threatening Delaware’s economic future, she says in her story. $3 billion a year is at stake in Delaware. She explains how vital that money is to our state’s future! 


Delaware is facing a crisis. We should all be concerned. It’s vital we solve this now. This is key to the survival of America’s First State.

Please send your feedback on this. It’s always welcome and appreciated! Read her story in the News Journal below and let me know your thoughts. 

Respectfully Yours, 

JUDSON Bennett–Coastal Network 

This is how chancery court corruption threatens Delaware’s economic future | Opinion

 Keandra McDole

Special to the USA TODAY Network

As every native Delawarean knows, our state is the business incorporation capital of the world. Fortune 500 companies want to incorporate in our state for tax reasons and to take advantage of Delaware courts created to handle their specific cases. And, of course, Delaware’s economy benefits financially from these special business laws.

In fact, 20% of our state’s entire budget relies on the incorporation industry and LLC fees. This means that of $14.5 billion of our state’s spending plan, $3 billion comes directly from the incorporation industry and LLC fees. Our schools, roads, police and fire services, and public assistance for those in need — from Wilmington to Dover to Millsboro — rely on this 20%.

Right now, Delaware is facing a crisis that we should all be concerned about. Major corporations like Twitter, TransPerfect — which is a leader in the world of translation services — and many more companies have announced they are leaving Delaware for Nevada. With their departures, these corporations are taking major revenue away from us.

The answer is very simple if you are wondering why these companies are leaving — corruption throughout the Delaware Court of Chancery. The court has made a name for itself in not being transparent or impartial in its structure and its rulings. That is enough for companies to look elsewhere to resolve their disputes fairly.

The chancery court ordered the forced sale of TransPerfect, although the company’s founders and employees objected. Imagine being a respected business owner, and a court tells you that you have no choice but to sell the company you built and founded and have no voice in the matter. The Delaware Court of Chancery does not try to find a middle ground; instead, they use their authority to bring big bucks to the lawyers and systems in front of them. The TransPerfect case mirrors Twitter’s situation — that is why one of the biggest social media platform companies left Delaware for Nevada. Nevada doesn’t have conflict of interests or an entrenched “old boys’ club,” and is consistent and fair in their court rulings on business disputes.

If more businesses decide to follow TransPerfect and Twitter’s lead, Delaware will lose significant tax revenue, which affects all of us who live here in Delaware. And the services that will feel the most loss fall within affordable housing, healthcare, and education — crucial services needed for our most vulnerable neighbors.

As a Black Wilmington native and racial justice advocate, I know personally that loss of tax revenue will disproportionately punish people who need those investments the most. Historically, low-income communities, Black and Latino residents have always been left out, and will be even more left out if tax revenue dwindles. Today in Delaware, Black and Latino people are each more than twice as likely to live in poverty than white people. And while white unemployment in Delaware is 3.4%, it is higher for Latinos at 5% and 7% for Black individuals. I’m not sure the all-white chancery court recognizes the impact their decisions have on the communities of color.

Delaware has a long way to go to reverse the chancery court’s reputation, and it requires acknowledging the unethical ways of the court system. We need a judicial code that incorporates reforms and demands transparent oversight, accountability, diversity and fair rulings to restore faith in Delaware’s position as the “incorporation capital of the world.”

We have seen Nevada take our companies, and more companies will follow suit if we remain silent rather than fighting for change. Further, bold changes are needed to make Delaware a vibrant, prosperous and safe state for our most vulnerable communities for generations after us. We need to look forward to that change but to accomplish it, we need to make our elected leaders hear our voices.

Keandra McDole is a Wilmington activist.

as Delaware Supreme Court Vacates Contempt and Sanctions as Improper and Personal

OPINION In what seems like a lifelong fight for justice in Delaware, TransPerfect and Phil Shawe finally succeeded in overturning the key rulings of Chancellor Andre Bouchard on appeal. These decisions (now vacated) were for Contempt and Sanctions – and a reflection of just how far Bouchard would go to damage a successful entrepreneur’s reputation, as long as allowed him to pay off his pals. In my view, these Sanctions Rulings were the epitome of corruption, not only because they were falsified and fabricated with inflammatory rhetoric, as I understand it, but also because they were specifically premeditated to make it difficult for Shawe to obtain financing. Why would this be important for Bouchard and his henchmen, Kevin Shannon, Robert Pincus, and Jennifer Voss? …because this crew was simultaneously working together to put Shawe’s company up for auction – and Chancery wanted to be sure to toss the founder from his own company. To Ex-Chancellor Bouchard: Let me just say this to you personally, Andy: An Ambitious and Diabolical plan… but a huge fail! Shawe got financing, bought back his company you’d illegally seized, overturned your sanctions, and recently led TransPerfect to pass $1 billion in sales. And what did you get for your lies and treachery? You got to be asked to retire 6 years early from the bench. And as I clearly see it, you got to personally ruin the image of our once-great Delaware Chancery Court – and made it synonymous with “Corruption”– Congrats! Please see the Law.com article below. Finally, the Delaware Supreme Court recognized wrongdoing by Bouchard and overturned him. Finally some justice for Shawe and TransPerfect. Please send your feedback on this. It’s always welcome and appreciated. Respectfully yours, JUDSON Bennett–Coastal Network Delaware Supreme Court Vacates Contempt Order on TransPerfect CEO The high court upheld orders on fees charged by a custodian from Skadden but ended eight years of litigation by ruling CEP Philip Shawe should not have been held in contempt. June 01, 2022 at 05:38 PM By Ellen Bardash The Delaware Supreme Court issued an opinion Wednesday afternoon generally finding the custodian in the TransPerfect Global Inc. case wasn’t wrong in how he petitioned the Court of Chancery for fees. The court did partially reverse one of the Chancery orders challenged by TransPerfect and CEO Philip Shawe, finding Shawe couldn’t be held in contempt for the Nevada lawsuit that spurred a Delaware contempt motion against him and the company because Shawe wasn’t a named plaintiff in that suit and because the Court of Chancery didn’t specifically determine in its contempt finding that he had been responsible for TransPerfect filing the case. “Shawe owns 99% of TPG, but this does not, without more, make him personally liable for the company’s violation,” Justice Gary F. Traynor wrote. But with the 2019 filing of that lawsuit breaching a court order in the Chancery matter, the court was right to hold TransPerfect itself in contempt, stated the opinion. The Chancery case has been ongoing for eight years, with at least half that time exclusively litigating the billing of fees for work by Robert Pincus, who worked for Skadden, Arps, Slate, Meagher & Flom when the custodianship began. The Supreme Court upheld the two other court orders, both issued in April 2021, challenged by TransPerfect: one discharging Pincus as a custodian and the other awarding him over $3.2 million for fees incurred between May 2019 and December 2020. The opinion also found that because Shawe is no longer being held in contempt, $1.1 million attributable to contempt sanctions must go away TransPerfect attorney Martin Russo said Wednesday the partial reversal is validation of what Shawe’s side has been claiming for years. “The court vacated the sanctions and suggested the chancellor overreacted,” Russo said, referencing former Chancellor Andre Bouchard, who handled the case until his retirement last year and issued the contempt order. “It’s not often the Delaware court finds in our favor, and this ruling is important in making the case that TransPerfect and Phil Shawe had been dealt a heavy, uneven hand in its legal challenges for equity and fairness.” Skadden attorneys did not immediately comment on the decision.

Chancellor McCormick Keeps Paying Them Off?

Dear Friends, Folks, sources have told me the Delaware Courts are threatening all the news sources in town with lack of future access in order to kill this story?! Your tax dollars are hard at work here, paying the Chancery to kill Free Speech and continue to be an unfair Star Chamber Court as I see it. Skadden is making motions to silence TransPerfect’s right to Oral Arguments, and billing TransPerfect in order to do so. This is Unethical, Unconstitutional and Un-American! So much so, I am offended to my core that the Chancery continues this thievery! But read the public filing and make your own conclusions… since the Chancery has killed all other stories on this. I only ask you to share your thoughts with the Coastal Network. Forever Delaware, JUDSON Bennett-Coastal Network   TRANSPERFECT’S REPLY TO SKADDEN’S JENNIFER VOSS ATTEMPTING TO SILENCE ORAL ARGUMENT Excerpts below, Full motion PDF attached [Skadden and Pincus’s] Opposition is emblematic of the issues in this appeal. It attempts to prevent public discussion of its actions without substantive justification, while billing Appellants to increase Skadden’s own bottom line…As set out below, Skadden’s recidivism is relevant to the presumption of validity of accorded its actions in the underlying case. No other law firm, big or small, has a sordid history that compares to Skadden’s actions during the time of this case. The issues raised in the appeal align perfectly with Skadden’s documented history of inappropriate billing practices (termed “Skaddenomics” since at least 1991, when the now infamous article coining that phrase first appeared in The American Lawyer. See Beck, Susan & Michael Orey, Skaddenomics, AM. J. LAW, Sept. 1991, attached hereto as Exhibit A). It is also not surprising that Appellee would want to prevent having to appear at oral argument considering Skadden’s documented history of intentional misrepresentations directly to the judiciary, as well government investigations, for the sole purpose of lining its own pockets, during the very same period Appellee was acting as the Court appointed custodian. This Court should be aware that, in 2015, the U.S. Department of Justice (“USDOJ”) filed a Complaint in the United States of America v. Mazzo, detailing intentional lies told by Skadden partners to the judiciary, under oath, for the purpose of increasing its revenue. See USDOJ Complaint dated June 15, 2015, attached as Exhibit B. In the Mazzo case, just as in this case, despite their self-serving nature, Skadden’s serial misrepresentations to the court were relied upon by the judge without further investigation, thwarting the DOJ’s attempts to provide evidence of Skadden’s intentional wrongdoing. Ultimately, Skadden’s false statements to the court were only proven through a parallel civil proceeding. It is no surprise, therefore, that Pincus and Skadden amassed millions of dollars in fees in this case while spending untold hours lobbying the Court of Chancery (successfully, and on Respondents’ dime) to keep their practices hidden from scrutiny. However, as the Court of Chancery noted, “There is also no injustice in the public having access to information in judicial filings and potentially using the information to identify and pursue potential wrongdoing. As Justice Brandeis famously observed, ‘Sunlight is said to be the best of disinfectants; electric light the most efficient policeman.’” In re Columbia Pipeline Grp., Inc., 2018 WL 4182207, at *3 (Del. Ch. Aug. 30, 2018) (quoting Louis D. Brandeis, What Publicity Can Do, Harper’s Weekly (New York), Dec. 20, 1913, at 10). In January 2019, Skadden entered into a Consent Agreement with the USDOJ, in which it paid a fine of over $4.5 million, confirming that during a USDOJ investigation, Skadden partners made “false and misleading oral and written statements regarding the nature of [Skadden’s] activities” with respect to their Ukraine dealings. See Consent Agreement dated January 15, 2019, (Exhibit C) and New York Times Article (Exhibit D). The Consent Agreement details a series of misrepresentations Skadden partners made to the USDOJ, and other Skadden partners, inducing further false statements. Id. p.30. Skadden profited (by being paid $5.2 million by their client, but only fined $4.5 million), after being caught lying to the government. It was therefore naïve for the Court of Chancery to deny any possibility that Appellee and his firm acted only for their own interest when the punishment for being caught behaving improperly was a $700,000 profit. See Exhibit D. In May of 2020, Skadden paid an additional $11 million to former Ukrainian Prime Minister [candidate] Yulia Tymoshenko to avoid a lawsuit accusing Skadden’s lawyers of “whitewashing Yanukovych and his government” in exchange for money in “a dirty, dirty, dirty contract.” See Exhibit E. More recently, in April 2021, Skadden agreed with federal authorities to a $1 million dollar disgorgement of fees earned in a bankruptcy case for conflict of interest “disclosure violations” that the US Trustee found “particularly concerning.” See, article attached as Exhibit F.

Unless You Account for Not Paying Good Old Boy Cronies Fast Enough

Dear Friends, I’m motivated to share with you, folks, when I run across something that is black and white, showing financial abuse. Financial crimes that I’ve written about by Delaware’s Chancery Court benefitting the seedy law firm Skadden Arps are typically quite complicated. In this case, it’s plain for all to see. Former President and one of my idols, Donald J. Trump, is worth $3 billion. Trump, as a billionaire, got a $10,000 a day fine in Federal Court. Yet, Delaware’s Chancery Court issues $30,000 per day fines for TransPerfect CEO Philip Shawe, just to get questionable legal bills paid to cronies. Here’s a federal judge giving a $3 billion net worth person a $10K a day fine, while a hard-working company that built itself up from a dorm room that sold for one-fourth that amount at auction has been fined 3-times that amount – a $30K a day fine, whenever they can. What are these fines for? Not paying their Good Old Boy cronies fast enough for false, fraudulent bills, as I clearly see it, folks! See the Reuters story below for the net worth of our esteemed former Executive-in-Chief Donlald J. Trump. Please share your feedback, folks. It is always welcome and appreciated. Forever Delaware, Judson Bennett–Coastal Network

Trump held in contempt, fined $10K a day until he complies with probe By Luc Cohen and Karen Freifeld

April 25 (Reuters) – A New York judge on Monday held former President Donald Trump in contempt of court for not producing documents subpoenaed in the state attorney general’s civil probe of his business practices, and ordered Trump to be fined $10,000 per day until he complies. Trump lost a bid to quash a subpoena from state Attorney General Letitia James, and then failed to produce all the documents by a court-ordered March 3 deadline, later extended to March 31 at his lawyers’ request. Justice Arthur Engoron ruled that a contempt finding was appropriate because of what the judge called “repeated failures” to hand over materials and because it was not clear Trump had conducted a complete search for responsive documents. “Mr. Trump … I know you take your business seriously, and I take mine seriously. I hereby hold you in civil contempt,” the judge said, although Trump himself was not in the courtroom. Trump intends to appeal the contempt ruling, said his attorney Alina Habba. “We respectfully disagree with the court’s decision,” Habba said in a statement. Should Trump fail to pay the fine, he could be jailed, according to Sarah Krissoff, a New York lawyer not involved in the case, though she said such a scenario was unlikely and the judge could opt for other remedies such as increasing the amount of the fine. James is investigating whether the Trump Organization, the former president’s New York City-based family company, misstated the values of its real estate properties to obtain favorable loans and tax deductions. She has said the more than three-year-old probe found “significant evidence” that the company included misleading asset valuations in its financial statements for more than a decade. “Today’s ruling makes clear: No one is above the law,” James said in a statement on Monday. Trump, a Republican, denies wrongdoing and has called the investigation politically motivated. James is a Democrat. The attorney general has questioned how the Trump Organization valued the Trump brand, as well as properties including golf clubs in New York and Scotland and Trump’s own penthouse apartment in Midtown Manhattan’s Trump Tower. Also on Monday, Engoron granted a motion by James’ office to compel real estate firm Cushman & Wakefield to comply with certain subpoenas. Cushman conducted appraisals for several Trump Organization properties. Trump and two of his adult children, Ivanka and Donald Jr., also were subpoenaed and ordered to provide testimony to the attorney general. An appeal is pending for the testimony. Andrew Amer, special litigation counsel with the attorney general’s office, said during the hearing that the $10,000-a-day fine was meant to coerce Trump into complying with the subpoena, not punish him. Habba told the judge that Trump did indeed comply with the subpoena, but that he did not have any documents responsive to James’ request. Engoron said she would have to submit a detailed affidavit about her search of Trump’s records in order to be in compliance with the subpoena. Such an affidavit would need to show that Trump’s team had conducted a diligent search for documents, said Halim Dhanidina, a former California judge now practicing as a lawyer. “The court’s not going to just take someone’s word for it,” Dhanidina said. The Trump Organization’s property valuations are also the subject of a criminal probe in Manhattan, which last year led to the indictment of the company’s chief financial officer. Manhattan District Attorney Alvin Bragg said this month that probe is ongoing despite the departure of its two top lawyers. Reporting by Luc Cohen and Karen Freifeld; editing by Jonathan Oatis, Noeleen Walder and Howard Goller

Who Can the Public Count on to Take Bouchard’s Court and Giant Law Firms Like Skadden Arps to Task?

  Dear Friends, It’s heartening to know that the concerns I have been voicing all this time about the nature of Delaware Chancery’s court system were shared by THOMAS JEFFERSON! With “equity” courts somehow meaning the Judges can act unpredictably and favor their friends over the merits, the writer smartly asks: Who can save the public, and take on these large legal behemoths? Please give a careful read to this one, and send your feedback, folks. It’s welcome and appreciated. Respectfully Yours, Judson Bennett–Coastal Network Carl Thiese’s LiveJournal Article

Dicey Courts and Dodgy Law Firms – Questionable Justice for Corporate America?

As the world battles viruses and despots, and with it, falling economies, ruined businesses and broken families, one thing is sure; lawyers make money. The law has been what protects us all, businesses included, and through the various social and economic storms, law and lawyers have been there to navigate and keep things “honest”, maybe. Often, lawyers are supposed to fill a purpose with the expectation that the need would end. There is a school of thought that suggests that law has become a business unto itself; like initially- noble advocacy groups that continuously move the needle of circumstances just to keep their administrators and staffs employed. Big law has become more profit-driven and, at times, an unethical group driven by profit, and nowhere are these lawyers more at home than such jurisdictions as Delaware, a haven once shaped around prioritizing the needs of businesses and corporations. In the First State, law firms that charge exorbitant fees have unchecked discretion, a lack of accountability from the public and public interests. This is due largely to Delaware’s Chancery Court, one of the few legal spaces in the world where neither precedent nor constitutional law determines outcome. Instead, a small circle of subjective, and sometimes, biased judges control outcomes.  The Chancery Court caused such a stir that Thomas Jefferson commented on its presence as a court of inequality. It’s not just the poor, the lost, the left behind that get wounded though: even the connected elite, the rich and powerful amongst us do, and that should scare us…

“Relieve the judges from the rigor [sic] of text law, and permit them, with pretorian discretion, to wander into its equity, and the whole system becomes uncertain,”

Thomas Jefferson – lawyer, statesman, and the third President of the United States.

Read the whole article On LiveJournal.com:
Dear Friends, Look at this, folks! Retired Skadden Arps partner and former TransPerfect Custodian Bob Pincus — who orchestrated the court-ordered highway robbery of $50 MILLION in the TransPerfect case — is at it again! He’s “raising eyebrows” by asking to exceed a $2 million cap on his fees in the sale of Citgo’s parent company case, as you’ll see in the story below. What nerve this guy has to go to the trough yet again in Delaware, where he knows the fix is in! Why else would he have the brass ones to ask for more money than all the parties involved have agreed on?! Well, why not?! He’s on the inside of a fixed system where he and his judge buddies all hang out at the country club, play tennis, go golfing and likely figure out how to pay for new pools and their kids’ educations over drinks — that’s the Delaware Way! And now others are getting screwed in addition to TransPerfect. Who will be next?! Once again, shamefully, the rich are getting richer and the poor workers at these companies are paying for it with lower salaries, healthcare benefits and bonuses. This money has to come from somewhere and you can bet it’s coming out of the pockets of employees to pay for the Rolls Royces of people like Pincus and Andre Bouchard and their Skadden and Chancery Court buddies. Read the dreadful story below. Pincus is at it again. Send your feedback on this, my friends. Your comments are welcome and appreciated. Respectfully Yours, JUDSON Bennett–Coastal Network Special Master Targeted In Fight Over Fees For Citgo Sale By Caroline Simson Law360 (September 8, 2021, 10:00 PM EDT) — The special master overseeing the sale of Citgo’s parent company has become embroiled in a dispute over fees that exceed a $2 million cap, marking at least the second time that the retired Skadden partner has raised eyebrows over fees incurred while overseeing a court-ordered sales process. The parties involved in the dispute — including Venezuela, its state-owned oil company PDVSA, ConocoPhillips and Crystallex — have sent letters filed under seal in recent weeks objecting to court-appointed special master Robert B. Pincus’ request that a Delaware district court judge allow him to exceed the $2 million fee cap the judge set earlier this year. Pincus, a former mergers and acquisitions partner of Skadden Arps Slate Meagher & Flom LLP who retired from the firm in late 2018, was officially appointed to the special master position by U.S. District Judge Leonard P. Stark in May to oversee the sale of PDVSA’s shares in PDV Holding Inc., the indirect parent of U.S. petroleum company, as part of Canadian company Crystallex’s efforts to enforce a $1.2 billion arbitral award against Venezuela. He had been one of the candidates put forward by Venezuela, PDVSA, PDV Holding, Citgo and ConocoPhillips. In a public version of an Aug. 30 letter penned by Pincus that was posted to the docket on Tuesday, Pincus defended his requested fees and noted that the parties had understood that those fees might exceed the $2 million cap. As a result, Judge Stark included a mechanism to adjust the fee cap upward when Pincus was appointed back in May, according to the letter. “My mandate already has been an extraordinarily complex and difficult endeavor on many levels,” Pincus told Judge Stark. “One need only read my report to understand that, and I am confident that all of the interested parties appreciate that our task has been a difficult and complex one just to get to this stage.” Pincus, who submitted proposed sale procedures for the PDV Holding shares to the court on Aug. 9 that remain under seal, nevertheless agreed to reduce the fees being sought by him and his advisers for the month of July by a combined $75,000, with the caveat that he “hesitate[d]” to offer the concession for fear of making it appear that the reduction is warranted or of establishing a pattern for every time a party objects to his fees. Counsel for Citgo and PDV Holding declined to comment. Counsel for Pincus and the other parties could not immediately be reached for comment. The dispute marks at least the second time that Pincus has been targeted over his fees, although in the previous situation, involving global translation company TransPerfect, he emerged mostly on top. Earlier this year, another judge in Delaware ordered TransPerfect and co-founder Philip Shawe to pay Pincus, who had been appointed custodian to sell the company in 2015, fees and expenses totaling more than $3.2 million. TransPerfect and Shawe had attacked Pincus’ fee petitions “in every way imaginable,” now-retired Delaware Chancellor Andre G. Bouchard wrote in the April 30 opinion, filing three rounds of objections that took issue with “with virtually every time entry in the fee petitions,” including a motion accusing Pincus of bad faith over certain categories of expenses. The judge denied TransPerfect and Shawe’s contempt, preclusion and bad faith motions against Pincus, although he sustained certain objections they had raised and shaved some $420,000 off the fees and expenses that Pincus said he was owed. In the Crystallex case, meanwhile, a redacted version of an Aug. 25 letter penned by Citgo, PDV Holding, PDVSA and Venezuela, which appeared in the public docket on Sept. 1, reveals that they had asked Judge Stark to reject Pincus’ fee request over the $2 million cap and to require him to seek advance approval before submitting any further requests to exceed the cap. In addition, they asked the court to require Pincus to provide a “satisfactory explanation as to what extraordinary, unforeseen reasons made it impossible to stay within the court’s ordered limit,” and to consult with the parties and ConocoPhillips regarding any expansion of the fee cap and provide a plan to “rein in costs and establish more certainty that any new fee cap will not be exceeded.” In a follow-up letter dated Sept. 1 that was made public on Wednesday, they complained that Pincus had “failed to address the thrust of [their] objection to his July fee request” in his Aug. 30 response and argued that the “generous sum” of $2 million “appears to have been treated as an estimate or proposed budget rather than as a cap.” “Of course, as the special master noted … the May 27 order provides a mechanism for the special master to petition the court to exceed the cap, but presumably only upon a showing that there was a diligent effort to stay within the cap and that some unforeseeable, extraordinary event has made it impossible to stay within that limit,” they continued. “The special master has done none of those things and has made no attempt to justify the twenty-seven lawyers that have billed an extraordinary amount of time to this matter.” Crystallex won its award in April 2016 after an international tribunal concluded that Venezuela breached its investment treaty with Canada by wrongfully ousting the company from an operating contract for the Las Cristinas mine, which contains one of the world’s largest undeveloped gold deposits. The award was confirmed by a D.C. federal court in March 2017. In an order issued in January, Judge Stark denied Venezuela’s motion to quash an attachment order for the PDV Holding shares that he issued to Crystallex some three years ago in light of the “extraordinary” circumstances relating to an ongoing power struggle between Venezuelan President Nicolás Maduro and opposition leader Juan Guaidó, saying that it would be “inequitable” to permit the Venezuelan government to continue evading payment on what it owes. ConocoPhillips, which is owed some $2 billion by Venezuela after the country nationalized two of its onshore extra-heavy oil projects without compensation in 2007, has also taken an interest in the case since Citgo is considered Venezuela’s most significant U.S. asset. Crystallex is represented by Travis S. Hunter, Jeffrey L. Moyer and Raymond J. DiCamillo of Richards Layton & Finger PA and Robert L. Weigel, Rahim Moloo, Miguel A. Estrada, Lucas C. Townsend and Jason W. Myatt of Gibson Dunn & Crutcher LLP. Citgo Petroleum Corp. and PDV Holding Inc. are represented by Kenneth J. Nachbar and Alexandra M. Cumings of Morris Nichols Arsht & Tunnell LLP and Nathan P. Eimer, Lisa S. Meyer, Daniel D. Birk and Gregory M. Schweizer of Eimer Stahl LLP. PDVSA is represented by Samuel T. Hirzel II of Heyman Enerio Gattuso & Hirzel LLP and Joseph D. Pizzurro and Julia B. Mosse of Curtis Mallet-Prevost Colt & Mosle LLP. Venezuela is represented by Donald B. Verrilli Jr., George M. Garvey, Elaine J. Goldenberg, Ginger D. Anders, Brendan B. Gants and Jacobus P. van der Ven of Munger Tolles & Olson LLP and A. Thompson Bayliss and Stephen C. Childs of Abrams Bayliss LLP. Pincus is represented by Myron T. Steele, Alan Richard Silverstein, Abraham C. Schneider and Matthew Foulger Davis of Potter Anderson & Corroon LLP and by Alexander W. Welch and Jason Hufendick of Weil Gotshal & Manges LLP. The case is Crystallex International Corp. v. Bolivarian Republic of Venezuela, case number 1:17-mc-00151, in the U.S. District Court for the District of Delaware. –Editing by Jay Jackson Jr.OPINION I had high hopes for Chancery Court Chancellor Kathaleen McCormick, I really did folks, but she is continuing to let Skadden Arps loot TransPerfect. This has been going on almost seven years and there is no end in sight. I can see from public court filings that McCormick, in my opinion, is continuing to rubber-stamp the flawed and overly biased rulings of her predecessor, Andre Bouchard, by allowing his former law firm Skadden to continue, what I view, as highway robbery in the now-famous TransPerfect case in Delaware’s Chancery Court. To add insult to injury, McCormick granted the motion without giving TransPerfect a chance to reply, which in my understanding, is a due process violation. She relied on the one-sided argument of Pincus and Skadden who, in my opinion, continued to game the system to the tune of millions of dollars in bogus fees and made a ruling before she heard any argument from TransPerfect. That is not judicial. Far from it! Rather than McCormick bringing a fresh perspective, the former HIG attorney is proving that the Delaware Way remains deeply entrenched. Where is the improvement? Where are the needed steps forward? There is still time for Chancellor McCormick to set this path right and change the very standards that she represents and do the right thing by TransPerfect and Delaware’s Chancery Court. Please let me know your thoughts on this injustice. It can not be tolerated again! Our state deserves better, you deserve better, and TransPerfect deserves to legally reply. We need fairness and justice to prevail! Respectfully yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett”]JUDSON Bennett-Coastal Network[/avatar]Opinion The ad above, which ran in the Delaware News Journal, captures all of the drama in one full-page newspaper sheet covering the past 6 years of The”Good Ol’ Boys” Back Scratching and Cronyism that has, in my view, been a staple of the Chancery Court of Andre Bouchard, Leo Strine, and Robert Pincus of Skadden Arps. As I see it, it was criminal to watch these individuals, systematically take “$44 million in undocumented fees”, according to a federal judge’s ruling. To add insult to the ethics and equity of the court and the good people of TransPerfect and their families, Bouchard ordered an additional $3.2 million to go for his Skadden crony, Robert Pincus. “The Unwarranted Decision Was His Last Official Act” by Bouchard, you’ll see it in the ad. I’ve included the ad for you to see below. It’s truly outrageous and downright awful, the way I see it, how the “Delaware Way” has festered for years and still continues unabated. Let me know your thoughts on this, folks. Your feedback is always welcome and appreciated. Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/judson_bennett” target=”_blank”]Judson Bennett-Coastal Network[/avatar]OPINION Dear friends, Folks, yet another Skadden Arps fees article came to my attention. Overbilling was an issue in the TransPerfect case where Skadden actually billed for preparing bills?! Chancellor Andre Bouchard’s former employer Skadden was the beneficiary in the TransPerfect case in Delaware as a federal judge ruled that there were “$44 Million in undocumented fees” in that case. Please read the story below and you’ll see that yet again Skadden agreed to a fee adjustment. How are they able to get away with this sort of thing again and again, folks?! Our elected officials or perhaps the Delaware Bar Association should look into this? As in the case below, TransPerfect was able to recoup a percentage (15% in their case) of fees.  Let’s lead the way to make change! Please read the article below – which although subtle – furthers the picture as I see it, folks. Please send me your feedback, which is much appreciated.  Respectfully yours, JUDSON Bennett-Coastal Network   https://www.law.com/nationallawjournal/2021/04/29/skadden-wilmer-and-dechert-agree-to-give-up-1m-in-fees-under-doj-settlement/ Skadden, Wilmer and Dechert Agree to Give Up $1M in Fees Under DOJ Settlement The firms said they have “agreed to resolve the matter in the interest of expediency.” By Andrew Maloney | April 29, 2021 at 01:39 PM U.S. Department of Justice building in Washington, D.C. June 6, 2020. Photo: Diego M. Radzinschi/ALM   Three Am Law 100 firms have agreed to settle with federal authorities over disclosure concerns in their representation of OxyContin producer Purdue Pharma. Skadden, Arps, Slate, Meagher & Flom; Wilmer Cutler Pickering Hale and Dorr; and Dechert have agreed to relinquish collectively $1 million in fees earned in bankruptcy cases on behalf of Purdue. The Justice Department’s U.S. Trustee Program stated they failed to disclose relevant ties to the Sackler family, which founded and owns the company.  

April 30th marks a special day for some. For those of you who are aware, I have covered the case of TransPerfect in Delaware for years now, and to this day, it remains the longest-running case in the Delaware Chancery Court. The story is a bizarre tale of what seemed to be a simple corporate breakup between two owners, but in essence, has become an example of government overreach, lackluster oversight of the courts, and brazen abuse of power to enrich friends of the various insiders within the Delaware system.

So why is today, April 30th special? The employees and leadership of the world’s largest translation, language services, and e-discovery companies, TransPerfect Global, with 6500 employees in over 100 offices, including the Israeli division called, Milim near Tel Aviv, are celebrating the last day of Delaware’s Chancellor Andre Bouchard’s time on the bench. He resigned with more than five years left on his term. He didn’t talk about his reasons, but court officials who know him well say, “he wants to spend more time with his family and pursue other interests.”

Why is any of this important? To those in Delaware with a stake in Judge Bouchard’s actions and service, it may be an inconvenient hit. To those who have been at the raw end of what they called the Delaware white boys’ club, who believe that the chancellor used his power on the bench to spread goodwill to his friends and peers by financially abusing a privately held firm that he assumed no one would care about, it is a good day.

Let me briefly rehash. Philip Shawe and his former business partner Elizabeth Elting began TransPerfect out of their dorm room in NYU back in 1993. The company steadily grew, and in fact, has had close to 112 quarters that closed higher each period since its founding. Working together for many years, they built and grew the firm, until 2014 or so, when certain disagreements occurred that sent the two owners to court to manage a corporate split. After the case was tossed out of New York State Supreme Court by The Honorable Melvin L. Schweitzer who essentially told the two equal partners to personally handle this, the case was taken to the former state of its incorporation, the Delaware Chancery. The premier business court for many United States businesses. Mind you, the Court of Chancery is a court of equity, not a court of law, so many of the basic rights afforded by the U.S. Constitution are sometimes overlooked or discharged for what may be considered more “business-friendly” laws. That is a misnomer, though. In this case, as you will see, it was neither equitable nor constitutional.

When the case came to the Chancery Court, Shawe brought forth many fact-based witnesses who attested to Shawe’s contention that it was he who ran the company and was on course to make it run stronger. Elting had none. The evidence showed that the company was neither deadlocked or dysfunctional and that it still ran effectively and efficiently. In fact, Shawe, who owned 49% of the company, with his mother Shirley owning 1%, and Elting owing 50% brokered a deal with his mother to vote alongside Elting on major matters, essentially breaking any supposed deadlock. Bouchard was unmoved by the facts. Even after Shawe offered Elting more than half the company’s ($325MM) value to buy her out, then made what was referred to as a Texas Buy-Sell agreement (One party names his/her price and the other party gets to choose whether to buy or sell at that price), Bouchard decided to force the public sale of the company. Shawe ultimately won the public auction and bought Elting’s shares for nearly the same amount that he had offered to her initially. The forced sale order was just one odd issue of the case. The money spent to “organize and manage” the sale, the more than $250 million spent on legal, accounting, consulting, and other fees for both parties was terribly egregious.

The importance of Bouchard’s decision was that in making what he put forth as “the just” legal move, he appointed his former colleague and good friend Robert Pincus (of Bouchard’s former law firm, Skadden Arps) as the custodian, who in turn, effectively billed the company more than $44 million dollars for his services. What was even more abusive was that Skadden submitted the invoices under seal — sealed from Shawe’s own eyes — and Bouchard was admonished for rubber stamping them, but blindly approved the invoices and ordered the payments to Skadden. This is among the only examples in U.S. law where a law firm was allowed to bill a company/person for what amounts to $1400/hour even for the junior associates and support staff, and the person who has to pay the bills is not afforded the right to even see an itemized list of what was being billed. One invoice, when the Chancellor was finally forced to open the invoices, showed that Skadden invoiced $200 thousand for generating an invoice.

A TransPerfect lawyer, David Goldstein, explained that the rates charged by Skadden exceed those charged by comparable firms in the area of Wilmington and Philadelphia and to be reasonable, the rate should be similar to firms in the same geographic area. He said, “This stuff isn’t complex. What is this? This is preparing fee statements for $200,000; responding to fee objections for $605,000.”

Anyone can read up on the happenings there. Among the issues that arose and are still brewing is the matter of who was bidding to buy the firm. A large hedge fund that owns a TransPerfect competitor is now being shown to have been dishonesty bidding on TransPerfect mainly to be able to access TransPerfect’s business files, client records and operations guides; essentially it is accused of corporate espionage, and the court-appointed custodian seemed to have been aware of their intentions all along.

Shawe continuously fought back, presumably to an extent that was unexpected by the Delaware establishment, and he has spent enormous time and money asserting his rights and challenging what he and one of his attorneys, professor Alan Dershowitz called an “illegal taking.” As various court rulings moved in his favor, even a Federal judge declared to Bouchard that it, “also find, however, Mr. Shawe and TransPerfect continue to have a concrete stake in their requested due process declaration….”

With the pressure mounting and the various related cases outside of the Chancery Court slowly showing that Shawe has a solid leg to stand on here, Judge Andre Bouchard submitted his resignation last year, effective April 30th, 2021. We do not know what his true reasons were for vacating his term years before it was to be up, but the constant pressure and overwhelming evidence of wrongdoing must have weighed heavily on him. The gates seem to have been closing in on him.

As a postmortem to the forced sale, where Shawe openly offered to easily buy his former partner’s shares, Shawe has said that with Bouchard’s help, “Pincus paid himself and cronies $44 million to run an auction and get Ms. Elting $285 million after-tax. I offered more than that on a voluntary basis in 2016, so what was Chancellor doing for the past five years? It amounts to 15% commission on the sale of a business that required the life’s work of many to create.”

On Bouchard’s last day, the Chancellor in his final Opinion and Fee Decision denied TransPerfect’s fee petition motions and awarded Skadden $3.2 million in fees. Shawe can take small solace in that Bouchard also docked Skadden for $625,000 in unreasonable fees, but more that he will no longer be weighing in on what has become a boondoggle for the former great incorporation state of Delaware.

Initially Published On The Times of Israel on May 1, 2021 

He Permitted His Former Employer to Bilk a Company: NOW What Will Delaware Do?

Now that the federal judge has found Chancery Court Chancellor Andre Bouchard guilty of ordering “$44 Million in undocumented fees” to his former employer, Skadden Arps, what will America’s First State do about this? Will Delaware’s Good Old Boys circle the wagon to protect the outgoing Chancellor? Or will they investigate and rebuke? As 1,000 Citizens signed an anti-corruption petition asking our State to do? How will Delaware handle this? Does he get fined over this? Does the $44 million get returned? What happens now that we know this money will not be available for the company and its employees? …but instead went to fund Bob Pincus’ purchase of Soccer Star Wanye Rooney’s luxury apartment in D.C.?! Is it just, “Sorry, now we know our Chancellor is corrupt and ruined 5,000 workers’ lives for over 5 years, but we have no interest in policing our own?!” Tell your elected officials something must be done about this new “undocumented fee” finding to restore integrity to the courts, folks! In my opinion, the words “undocumented fees” spoken by a Federal Judge, means Billing Fraud and Theft: Robert Pincus, Andy Bouchard, Leo Strine and Jennifer Voss. Will they ever be brought to Justice? Please send in your feedback on this, folks. I’m curious to know what you think should be done! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Judson Bennett-Coastal Network[/avatar] TransPerfect owner sees federal court ruling as victory By Doug Rainey April 20, 2021 The owner of TransPerfect said a federal court decision marked a victory in a suit against Chancellor Andre Bouchard. A Delaware U.S. District Court ruling stopped short of intervening in the suit filed by TransPerfect owner Philip Shawe. In another development, Bouchard issued a discharge order for the custodian appointed to supervise the sale of the company. “We consider the ruling a victory in that the Federal Court found Chancellor Bouchard ordered TransPerfect to pay ‘$44 million in undocumented fees’ to his former law firm. It also put Bouchard and the Chancery Court on notice, which will help prevent future violations of civil rights,” TransPerfect owner Shawe said. Martin Russo, lead attorney for Shawe remained critical of Bouchard: “The chancellor and his highly paid lawyers orchestrated the reversal of the offending order to game the system and avoid the finding of unconstitutionality in federal court. It is a clear admission of the inequity that was imposed upon TransPerfect and Mr. Shawe,” The long-running case came after the 50-50 owners of the business services company, Shawe and Elizabeth Elting could not agree on a sale and the matter ended up before Chancery Court. Bouchard appointed a custodian for the company who determined that Shawe should buy out Elting. Shawe has been critical of the Chancellor and custodian’s actions throughout the process filed suit over what he viewed as a lack of details in billing for services performed by the custodian. Other suits were filed. Also surfacing during the sale process was Citizens for a Pro-Business Delaware, an organization that called for reforms to the judicial system and demanded the appointment of a Black chancellor to succeed Bouchard. Bouchard is retiring as Chancellor on April 30.The media is once again doing their news spin, folks, in the Federal Judge ruling in the TransPerfect case, painting it as a win for Andre Bouchard. Yet if you read the Law.com story below, you’ll see it’s a huge victory for TransPerfect as the federal court found that Bouchard ordered the company to pay “$44 million in undocumented fees.” Whoa, folks, $44 million in undocumented fees?! That’s highway robbery in broad daylight! The company’s victory will help others not get screwed or bullied the way TransPerfect did in Delaware by greedy, manipulative Bouchard. TransPerfect is lifting the veil for all to see against Bouchard’s crony-istic, secretive Star Chamber Chancery Court. This has been long overdue folks. The ruling is a “clear admission of the inequity that was imposed upon TransPerfect and (its CEO) Shawe,” the company’s attorney said in the story. It also forced Bouchard to open his confidentiality order, which may have been ruled unconstitutional if he hadn’t. As Shawe himself put it, “It also put Bouchard and the Chancery Court on notice, which will help prevent future violations of civil rights.” Read the story below for the details. Is it any wonder why Bouchard is fleeing? As always, your feedback is welcome and appreciated. Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Judson Bennett, Coastal Network[/avatar]
US Judge, Aiming to Avoid Conflict With State Case, Dismisses TransPerfect Claims Against Bouchard U.S. District Judge Mark A. Kearney found the court didn’t have the jurisdiction over the constitutionality of a confidentiality order that’s no longer in place By Ellen Bardash | April 14, 2021 at 05:38 PM Chancellor Andre Bouchard of the Delaware Court of Chancery
A federal judge has dismissed TransPerfect’s claims against Chancellor Andre Bouchard, finding the U.S. District Court lacks jurisdiction and observing the potential for a federal declaration to interfere with pending state matters. Judge Mark A. Kearney’s reasoning for dismissing the claims stemmed in large part from Bouchard’s decision to unseal billing documents. Bouchard’s unsealing order, which came shortly after the lawsuit was filed, satisfied a key goal of the litigation begun by New York-based TransPerfect and its CEO, Phil Shawe. Kearney’s decision followed a hearing at the end of March in which William T. Burke of Williams & Connolly argued on Bouchard’s behalf that the case was moot with state-level legal options available, while counsel for TransPerfect argued Bouchard’s handling of the fee petitions in the TransPerfect custodianship case in the Court of Chancery should be declared unconstitutional regardless. TransPerfect and Shawe filed the federal suit alleging Bouchard’s order making billing records for a custodian confidential between November 2019 and January, when the order was lifted, violated their First and 14th Amendment rights. Kearney found the court didn’t have the jurisdiction over the constitutionality of a confidentiality order that’s no longer in place, barring proof Bouchard is likely to reinstate the order. Without the claim moot and the ability to have an order make any actual change in the custodianship case no longer a possibility, any ruling on a First Amendment claim would be an advisory opinion only. “So you may ask: no harm, no foul?” Kearney wrote. “The answer is yes at least in federal court relating to the First Amendment claim.” The court found several reasons it was unlikely to assume Bouchard might reinstate confidentiality. First, the only unresolved issues in the custodianship case are those of the fees themselves, giving the court no clear reason to re-seal documents as the end of the case looms. Second, the window in which Bouchard could do so is narrow, as he’s scheduled to retire in less than a month. As for the claim that TransPerfect and Shawe’s due process rights were violated, Kearney wrote the court couldn’t consider it either while the same issues are pending in the state court system. But unlike the First Amendment claim, he wrote, he disagreed with Bouchard’s counsel’s argument that the claim was moot. “Our Court of Appeals instructs we should ‘not dismiss a case as moot,’ even if the nature of the injury changes during the lawsuit, if ‘secondary or collateral injuries survive after resolution of the primary injury,’” Kearney wrote. “Because we find such ‘secondary or collateral’ injuries asserted here, we decline to dismiss the due process challenges in the amended Complaint as moot.” In total, Bouchard ordered TransPerfect to pay a $44.5 million in undocumented fees for custodian Robert Pincus, at the time with Skadden, Arps, Slate, Meagher & Flom, as well as $950,000 from an escrow account for Pincus’ work following TransPerfect’s sale’s closing. “We consider the ruling a victory in that the Federal Court found Chancellor Bouchard ordered TransPerfect to pay ‘$44 million in undocumented fees’ to his former law firm,” Shawe said. “It also put Bouchard and the Chancery Court on notice, which will help prevent future violations of civil rights.” TransPerfect maintains Bouchard’s rolling back the confidentiality order weeks after the federal suit was followed was done in an effort to eliminate the suit and that doing so served as an admission that the court didn’t have the authority to seal the documents in the first place. “The Chancellor and his highly paid lawyers orchestrated the reversal of the offending order to game the system and avoid the finding of unconstitutionality in federal court,” said Martin Russo, Shawe’s lead counsel. “It is a clear admission of the inequity that was imposed upon TransPerfect and Mr. Shawe.” Ryan Costa of the Delaware Department of Justice declined to comment on the case Wednesday.Dear Friends, The press is all over the absurd and outrageous actions of Skadden Arps, the notorious law firm that makes John Grisham’s novel “The Firm” look like child’s play. Folks, can you imagine the audacity of a law firm actually billing and rationalizing the justification of charging a fee for generating an invoice. The actions of Skadden in the TransPerfect case, through its operative Robert Pincus, should show the avarice and angling this company attempts to get away with, which in my opinion, creates a negative impression and suspicion of Delaware’s entire legal operation, especially those who feed off of the Chancery Court. This attempt by Skadden, operating in Delaware, to incorporate billing for the creation of an invoice should make all clients suspicious of Skadden and their billing practices. IS THIS WHAT THE DELAWARE BAR ASSOCIATION SUPPORTS AND ADVOCATES????? Folks, the Bar association chose to publicly attack CEO Philip Shawe, TransPerfect, and a Citizens group advocating change, rather than play it straight with Delaware’s people or fix what is obviously corrupt, broken and incestuous. Even Chancellor Bouchard, a former business Skadden partner and lawyer — who has clearly shown incredible bias and innumerable appearances of impropriety in the TransPerfect case — is now questioning the prudence and ethics of billing for the preparation of a bill. He ordered Skadden Arps to provide an Affidavit justifying these charges. Skadden has tried to wrangle $200,000 in addition to the outrageous $4.5 million in unexplained invoices. These sky-high amounts draw even more attention to the ludicrous $1,425 an hour that Pincus has been charging. Outrageous, folks! Here below a Law.com article by Ellen Bardash, which nails the story. As always, your feedback is welcome and appreciated. Sincerely Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar]

Chancellor Asks Skadden to Submit Affidavits for TransPerfect Bills

Chancellor Andre Bouchard said he intends to issue a ruling before he steps down from the post on April 30 and said no more fee petitions are to be filed until a decision is made.

By Ellen Bardash | March 03, 2021 at 01:20 PM Attorney fees were at the center of a hearing Tuesday set to address the remaining issues in the TransPerfect Global custodianship case. Jennifer Voss, a litigation partner at Skadden, Arps, Slate, Meagher & Flom, argued it was actions by TransPerfect and CEO Philip Shawe that contributed to the bulk of the fees billed by Skadden after the company’s sale. But TransPerfect attorney David Goldstein of Rabinowitz, Boudin, Standard, Krinsky & Lieberman said the more than $3.9 million in disputed fee petitions wasn’t reasonable for the work Skadden was asked to do. “Responding to Mr. Shawe’s barrage of improper filings and his frivolous assertions unfortunately gives rise to significant expense, which expense Mr. Shawe is now trying to force upon Mr. (Robert) Pincus,” Voss said, referencing the court-appointed custodian in the case who TransPerfect sued in Nevada, where it is now incorporated. “What they’ve essentially done now is bury Mr. Pincus in filings, in motions, in discovery requests. And when he turns to try to get paid for any of this, they say ‘no. You have to pay for your efforts to get paid.’” Skadden has asked Bouchard in a petition for discharge to delineate Pincus’ indemnification rights, though Bouchard questioned how adding 20-plus pages to a case with an already extensive paper trail could make the process more efficient—a concept hammered home by TransPerfect counsel later on in the hearing. Voss said during the hearing Delaware courts have already ruled Pincus will be indemnified to the fullest extent of the law and compensated at his hourly rate, Voss said. Throughout the hearing, Voss referenced the lawsuit TransPerfect filed against Pincus in Nevada in 2019 alleging breaches of fiduciary duty and seeking damages, as well as the suit filed against H.I.G., which bid in the auction of TransPerfect, in New York, both of which Skadden has maintained violated the exclusive jurisdiction required by the Delaware case, which ultimately led to a finding of contempt. “This is not normal conduct. This is the conduct of a person who has a history of seeking retribution against those who oppose him,” Voss said of Shawe. Bouchard said he intends to issue a ruling before he steps down as chancellor April 30 and said no more fee petitions are to be filed until a decision is made, though more are likely to be submitted in the future. He asked Skadden to submit an affidavit showing that the amounts billed between May 2019 and December 2020 were actually incurred, that they were reasonable and that the rates used were consistent with what the firm has charged other clients, noting that in his experience, it’s unusual for a firm to bill a client for the time spent administrative work like calculating expenses. Goldstein said the rates charged by Skadden exceed those charged by comparable firms in the area of Wilmington and Philadelphia and to be reasonable, the rate should be similar to firms in the same geographic area. Voss maintained the rates billed in the TransPerfect case were in line with rates charged to other clients and that the court shouldn’t have to go through fee petitions line by line to approve items individually. “This stuff isn’t complex. What is this? This is preparing fee statements for $200,000; responding to fee objections for $605,000,” Goldstein said. “It’s a lot of money that we have no control over. We have no control over what they choose to do. We have no control over discounts. We have no control to say to them, ‘we don’t like the fact that you put three partners and four associates on that,’ like a voluntary client.”

And More Lowlights from the Chancery Court Hearing, as Andre Bouchard is Embarrassed by Former Firm

Dear friends, I listened via a public line to the entire historical Court of Chancery remote hearing held yesterday March 2, 2021. Having followed every detail of the Delaware TransPerfect saga and the cluster of improprieties seemingly orchestrated by soon-departing Chancellor Andre Bouchard — who is leaving his post very early, years before his term is up — was to me a continuation of pandering and cronyism. You want to talk about outrageous! This is larceny folks! Skadden billed $200,000 for creating an invoice. Can you imagine the audacity?! Billing someone for creating the bill?! You want to talk about a firm (Skadden Arps) that knows the Chancellor (Bouchard) has their back — this is the definition of cronyism. This is THE example of knowing you can do whatever you want to do and get away with it, because your buddy the judge, who used to work at your firm, is presiding over the case. It’s outrageous and an embarrassment to Bouchard, who NOBODY should feel sorry for. That his own people (Skadden) would have the nerve to bill in such a manner is highway robbery and then ask him to be OK with it?! Even Bouchard told Skadden to “give it thought,” and “carve that out.” Not the wink-and-a-nod they were expecting from their old pal? When you boil it all down, a firm that would bill $200,000 for creating the bill — imagine how much padding must REALLY be going on in these bills! I was struck by the audacity of Skadden Arps. To feel justified in billing TransPerfect for the time it took to prepare an invoice or feel justified in billing for time involved in defending against lawsuits involving Robert Pincus by TransPerfect. In other words, Pincus and Skadden Arps think they have the right to charge fees for the legal preparation against someone who is suing them. Also disturbing to me, was the bottom-line request from Bouchard to his old law firm: Submit an affidavit claiming justification for work done. Meaning, to me, that will be his basis of consideration in deciding? The lawyer for Pincus and Skadden, Jennifer Voss, called TransPerfect CEO Philip Shawe “a serial litigator.” In my view, business-unfriendly Delaware has never encountered a dedicated entrepreneur like Philip Shawe, who has fulfilled the American Dream and refuses to be ripped off by a Good Ole Boy situation where the lawyers are provided huge windfalls by the Judge, instead of providing equity, which is his job! Maybe this is why he’s leaving his job 7 years early?! Please read the Law360 article below and send me your comments. Indeed, Bouchard’s final decision on this dispute will, in my opinion, determine his legacy if you want to call it that, considering his controversial tenure and early departure next month. Respectfully Submitted, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar] Chancery Wants Skadden Affidavit In TransPerfect Fee Fight By Jeff Montgomery Law360 (March 2, 2021, 8:48 PM EST) — Delaware’s chancellor ordered Skadden on Tuesday to submit an affidavit attesting to the accuracy and reasonableness of custodian fees recently charged to TransPerfect Global Inc., saying it was in the interest of ending billing battles stemming from a rancorous court-ordered sale of the business. Chancellor Andre G. Bouchard gave Skadden Arps Slate Meagher & Flom LLP and custodian Robert B. Pincus a week to submit the information after a half-day argument on three pending issues in the case. Among them was a motion by Pincus for a discharge from his custodian’s role with indemnification and nondisparagement protections, among other terms, opposed by TransPerfect and co-founder Philip R. Shawe. Also at issue were claims by TransPerfect that Skadden had charged excessive and unsupportable fees on a range of matters, including “fees on fees” billings for Pincus’ and Skadden’s defense against fee claims, as well as a TransPerfect motion to block Pincus and Skadden from recovering fees for a contempt action. While taking the overall issues, including Pincus’ discharge, under advisement, the chancellor also directed Skadden to provide support in its affidavit for more than $200,000 in billings for what were described as “the administrative work” of sending a bill. “Is it typical? I’m not aware of it happening,” the chancellor said. “I’m talking about [billing for] the actual generation of an invoice and, if you will, running that bill. Give it thought. If it’s your position that it’s ordinary and that it would be billed to a client ordinarily and permissibly, so attest” in the affidavit. “If you want to carve that out. It might be prudent to do so.” Pincus was appointed custodian of TransPerfect after its two co-founders, Shawe and Elizabeth Elting, had a falling-out and could not agree on how to manage the company. In May 2018, the Delaware Supreme Court affirmed the chancellor’s February 2018 ruling that allowed Shawe to buy Elting’s 50% stake in the company. Chancellor Bouchard had also determined that Pincus’ impartiality wasn’t compromised by threats of litigation made against him by Elting or by Shawe’s alleged interference in the sale process. During the arguments Tuesday, Jennifer C. Voss of Skadden, counsel to Pincus, said the expenses had been prompted by TransPerfect’s and Shawe’s actions, and were handled with the same diligence and efficiency as that given to all of Skadden’s clients, at rates consistent with its practice. “Mr. Shawe is an adjudicated serial litigator,” Voss told the court while arguing for Pincus’ discharge. “Now, years out from closing [on the TransPerfect sale], he has filed a barrage of baseless, unprovoked attacks against Mr. Pincus and Skadden. These attacks are meant to coerce Mr. Pincus. He has not succeeded, but they’re also meant to harass him and his advisers.” Voss said TransPerfect and Shawe “weaponized access to billing statements” for a “punitive and protracted campaign of fee warfare,” despite Pincus’ right to recover costs as custodian and for litigation in disputes with TransPerfect and Shawe in the years after the sale. Much of the dispute Tuesday related to the custodian’s authority to bill TransPerfect for the costs of responses to or defenses for challenges raised by the company and Shawe. During the hearing, David B. Goldstein of Rabinowitz Boudin Standard Krinsky & Lieberman PC, counsel to Shawe, described the billing arrangements as a “fee merry-go-round,” with filings by TransPerfect and Shawe generating billings from the custodian, objections to the bills and new bills for addressing the objections. “The sale of TransPerfect Global closed almost three years ago,” Goldstein said. “At that point, TransPerfect had already been ordered to pay Skadden almost $13 million, and another $31 million to [Pincus’] handpicked advisers.” Fee and other disputes since then have pushed the total to $14 million for Skadden and $45 million for advisers, Goldstein said, with additional billings pending. “Our position is these fees are really excessive,” Goldstein said, arguing that the process appeared to have become a “billing frenzy” without end. “I’m not telling the court or suggesting that Skadden should get zero,” he said. But “if they got nothing else, they would have gotten far more than a reasonable amount of fees.” Voss disputed TransPerfect’s calculations of the billings and costs of the case, and said expenses had been driven by TransPerfect’s and Shawe’s frivolous arguments, haphazard and mistaken filings, and pressures for expedited court proceedings. One billing alone, Voss noted, was answered with 100 pages of objections. To continue reading click this link here:Dear friends, Take a look at this, folks. Skadden Arps, the law firm in Delaware, in the Jeff Montgomery Law360 story below, is accused of concealing a conflict of interest, yet again! Just like in the notorious TransPerfect case in Delaware, where you had the judge, Andre Bouchard, the appellate judge, Leo Strine, and the court-appointed custodian Robert Pincus, all of Skadden, collecting hundreds of millions of dollars from the company and continuing to send bills, years after the case closed. Honestly, folks, it’s the biggest conflict of interest I’ve ever seen! In my view, after following this collective for years, what I consider to be corruption by Skadden and the Skadden trio of Bouchard, Stine and Pincus, is beyond comparison. Now there’s more evidence. Aggravating! I’ve highlighted the key parts of the story below. Somehow it continues?! Please send feedback. We need to do better than this and we are better than this! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Respectfully yours. Judson Bennett[/avatar] Acthar Claimants Hit Skadden For Mallinckrodt Ch. 11 Role By Jeff Montgomery Law360 (February 5, 2021, 8:42 PM EST) — Class attorneys for alleged victims of Mallinckrodt PLC’s Acthar Gel product asked a Delaware bankruptcy judge to hold a hearing on Skadden’s role in the drug company’s Chapter 11 in Delaware, pointing to allegedly undisclosed, potentially disqualifying conduct and conflicts of interest. The late Thursday objection, which followed the same group’s bid on Feb. 1 for the retention of a trustee to direct the case, cited Skadden Arps Slate Meagher & Flom LLP’s purported failure to fully disclose in “ordinary course professional” declarations its prepetition work for Express Scripts, a Mallinckrodt co-defendant in multistate, prepetition fraud and antitrust litigation. According to the Acthar plaintiffs’ group’s objection, the retention of Skadden and other potentially conflicted counsel left open the possibility that firms would work on Mallinckrodt’s defenses in litigation stayed by the bankruptcy. That work would potentially be covered in an estimated $6 million monthly payout for ordinary course work in the Chapter 11 case, obscuring prepetition connections while also depleting debtor assets that should be reserved for creditor claims. “The OCP program is, at least in this case, the way it has been abused, the proverbial elephant in the room,” the objection states. The Acthar plaintiffs’ group, which had lost an argument earlier in the case to subpoena Skadden, accused the firm in its new objection of engaging “in conduct designed to both conceal its conflicting relationships with the debtors until after this court ruled on the motion for preliminary injunction and motion to quash, as well as conceal its connections to both debtor and asserted unsecured creditor Express Scripts.” “Plaintiffs routinely level unfounded accusations against highly reputable law firms. Courts have soundly rejected these prior attempts and we expect the same outcome here,” Skadden said in a statement late Friday. Counsel for Mallinckrodt did not immediately respond to a request for comment. Mallinckrodt sought Chapter 11 protection in mid-October with $5.3 billion in debt, citing threats posed by the sprawling multidistrict litigation seeking damages for victims of opioid addiction. The bankruptcy was also driven in part by the potential for $15 billion in damages tied to a range of suits involving its H.P. Acthar Gel, which is used to treat multiple sclerosis, infantile spasms and other conditions, the company said. Potential claims from governmental entities could top $2 trillion. The Acthar suits range from government whistleblower actions alleging the underpayment of Medicaid rebates for the drug to unfair trade practice and kickback prosecutions to stockholder class claims focused on allegedly false and misleading claims about the drug and the business. Acthar class plaintiffs who took aim at Skadden include the city of Rockford, Illinois, three unions and Acument Global Technologies, which sued individually and on behalf of third-party payors and their beneficiaries. Their attorneys accused Mallinckrodt and Express Scripts of antitrust violations in Illinois, Pennsylvania and New Jersey. “The evidence will show and additional discovery will ferret out, that there is no doubt that Skadden represented Express Scripts in the Acthar Plaintiffs lawsuits, until the summer of 2019 when AlixPartners took over the management of the debtors’ affairs, including litigation strategy,” the objection says. “The court need only examine the dockets in each of the Acthar plaintiffs’ lawsuits to see the fact of this prior, disqualifying representation.” The objection argues that Skadden’s retention should be denied and that it should be required to return fees already paid based on its failure to fully disclose its prepetition relationships in declarations filed with the court. Also targeted are alleged efforts to avoid a subpoena from the Acthar plaintiffs’ group seeking details on what was described as Skadden’s “dual representation” of Mallinckrodt and Express Scripts. “Now, more than four months into the case, hindsight review is required of all relationships, prior payments, retainers, scope of work, etc., all because the debtors and certain ‘OCP’ professionals took advantage of the OCP program in ways never contemplated, instead of just following the rule of law,” the objection states. Under Mallinckrodt’s bankruptcy road map, the court approved a plan that would channel all opioid claims to a $1.6 billion settlement trust. A separate seven-year, $260 million settlement meanwhile would end multiple False Claims Act and related suits targeting the company’s handling of Acthar reimbursements. The Acthar plaintiffs are represented by Daniel K. Astin, Albert A. Ciardi III and Walter W. Gouldsbury III of Ciardi Ciardi & Astin; Donald E. Haviland Jr. and William H. Platt II of Haviland Hughes; Dion G. Rassias and Jillian E. Johnston of The Beasley Firm LLC; James Bartimus and Anthony DeWitt of Bartimus Frickleton Robertson Radar PC; and Peter J. Flowers and Jonathan P. Mincieli of Meyers & Flowers LLC. Mallinckrodt and its affiliates are represented by George A. Davis, George Klidonas, Christopher Harris, Andrew Sorkin, Anupama Yerramalli, Jeffrey E. Bjork and Jason B. Gott of Latham & Watkins LLP, and Mark D. Collins, Michael J. Merchant, Amanda R. Steele, Brendan J. Schlauch and Sarah E. Silveira of Richards Layton & Finger PA. The case is In re: Mallinckrodt PLC et al., case number 1:20-bk-12522, in the U.S. Bankruptcy Court for the District of Delaware. –Additional reporting by Matthew Perlman and Julia Arciga. Editing by Steven Edelstone.OPINION  Dear Friends, In my view, there is one word that defines Chancellor Andre Bouchard’s career, it is: CORRUPTION. And as this story below confirms, at least he is consistent. My sources say Andre Bouchard is set to kiss his Skadden and other friends goodbye with a slew of golden parachutes, seemingly, in my opinion, financed by TransPerfect workers — per usual, his rulings are expected to have nothing to do with the merits or the law. Law360 quotes this line on Bouchard: “We expect that those rules will be ignored by Delaware and the soon to be ex-Chancellor [Andre G. Bouchard] in a final insult to this profitable company he tried to destroy, making millions for his friends along the way.” What more damage did the lame duck Chancellor Bouchard inflict on the 6,000 workers that called for a government investigation into his relationship with Skadden? Stay tuned to the Coastal Network for up to the minute coverage. Respectfully Submitted, Judson Bennett, Coastal Network https://www.law360.com/articles/1348398/transperfect-says-ross-aronstam-shirked-its-client-duties TransPerfect Says Ross Aronstam Shirked Its Client Duties By Lauren Berg Law360 (January 25, 2021, 10:36 PM EST) — TransPerfect Global Inc. sued Ross Aronstam & Moritz LLP,  and name partner Garrett D. Moritz, Monday in Delaware Chancery Court, accusing its former counsel of malpractice after it hid information from TransPerfect on the orders of its court-appointed custodian. Ross Aronstam’s representation of TransPerfect during a bitter Chancery Court sale process in 2017 was compromised by its responsibilities to retired Skadden Arps Slate Meagher & Flom LLP partner Robert B. Pincus, the translation company’s appointed custodian, who directed the firm to hide billing information from its clients at TransPerfect, according to the complaint. TransPerfect said it paid Skadden substantial fees for the custodial work, but when the company’s owners and officers demanded detailed invoices from Pincus and his firm, they never received them. A TransPerfect shareholder responded by filing a complaint in Chancery Court seeking the invoices, the suit says. Shortly before that filing, Pincus retained Ross Aronstam to represent TransPerfect and instructed the firm to “oppose all efforts” by the company’s owners and officers to find out more about the fees, according to the complaint. “Despite [Ross Aronstam]’s clear duty to TransPerfect, their client, [Ross Aronstam] negligently, recklessly or willfully followed [Pincus’] instructions, which were directly contrary to the interests of TransPerfect and solely operated to the benefit of [Pincus] and Skadden,” the suit says. Ross Aronstam didn’t make any effort to inform TransPerfect of its conflict, according to the suit, nor did it resign or seek guidance from the court. Even though the court eventually ordered Pincus to provide TransPerfect with the detailed invoices and billing information, TransPerfect says it still suffered harm because the court ordered production of disclosures only for bills for May 2019 and onward. The bills for the time period when Ross Aronstam represented TransPerfect had already been submitted and paid without the company having the right to review them, according to the suit. “Defendants were not just neglectful,” TransPerfect said. “They disloyally breached their fiduciary and ethical duties to TransPerfect, which arise from separate facts, gave rise to separate injuries and requires the award to TransPerfect of separate, equitable remedies.” The suit seeks $50,000 in compensatory damages, litigation costs and interest. The suit comes after TransPerfect filed a similar complaint in New York state court against Ross Aronstam, accusing the firm of malpractice and breach of fiduciary duty. The company said that then prompted the law firm to go to the Delaware court, claiming TransPerfect was violating the sale process by going to an outside court. The firm is asking the court to hold TransPerfect in contempt, an issue on which the court has yet to rule, according to the company. “The suit filed today belongs in New York Supreme Court and is nothing more than coerced tomfoolery because under Delaware’s rules the Chancery Court may not hear a case that only seeks money damages,” Martin Russo, an attorney for TransPerfect, told Law360 in a statement Monday. “We expect that those rules will be ignored by the soon to be ex-Chancellor [Andre G. Bouchard] in a final insult to the profitable company he tried to destroy, making millions for his friends along the way.” A representative for Ross Aronstam did not immediately respond to a request for comment. Back in 2015, Pincus was tapped as custodian to sell TransPerfect to take the company’s warring co-CEOs Elizabeth Elting and Philip Shawe out of the equation – a solution created by a judge as the most equitable way to protect the financial future of the company. That decision stemmed from what was essentially a business divorce between Elting and Shawe, who started TransPerfect out of a dorm room at New York University in 1992, and were at one point engaged to be married before breaking up in 1997, according to court records. While their romantic ties appeared to fall apart, their business relationship did not, and over the years the translation company grew into a global powerhouse in the industry with 92 offices in 86 cities worldwide, court records show. But the co-CEOs’ professional dealings eventually fractured into a morass of litigation in both Delaware and New York, with Elting seeking to have the company dissolved because of the endless corporate battles. The case went before the Chancery Court for a six-day trial in 2015, and during post-trial arguments, Chancellor Bouchard warned the pair to come to some sort of settlement or he would be forced to write an opinion that makes both sides look “small-minded, petty and vindictive.” Then in May 2016, Shawe made a $300 million offer to buy out Elting’s 50% stake in the company, before he won a stay in August 2016 to appeal the company’s sale. That same month, Shawe was ordered to pay $7.1 million to Elting to reimburse her for the legal fees she ran up while battling him for sanctions over claims that he destroyed or withheld evidence, directed subordinates to enter Elting’s office and photograph or take documents and files, and then lied to the court about it. In February 2017, the Delaware Supreme Court upheld the Chancery Court’s right to appoint a custodian to oversee the sale of TransPerfect. Then in September 2017, Shawe sued Pincus for allegedly warning that Shawe could be barred from bidding for TransPerfect or competing with it after the forced sale, claiming the sanctions threats were unconstitutional. The following month, Shawe said he was slated to buy out Elting’s shares, with the purchase approved by the Chancery Court in February 2018 and upheld by the state Supreme Court in May 2018. When TransPerfect sued Pincus in Nevada state court in 2019, accusing him of improperly billing for his services, Pincus said the company should be sanctioned and held in civil contempt because it flouted the Chancery Court’s orders by bringing the suit in Nevada. The Chancery Court ordered the company and Shawe to pay a $30,000-per-day contempt-of-court sanction, prompting TransPerfect to drop the suit. TransPerfect is represented by Frank E. Noyes II and Douglas Capuder of Offit Kurman PA and Martin Russo. Counsel information for Moritz and Ross Aronstam was not immediately available. The case is TransPerfect Global Inc. v. Ross Aronstam & Moritz LLP et al., case number 2021-0065, in the Court of Chancery of the State of Delaware. –Additional reporting by Matt Chiappardi, Vince Sullivan, Jeff Montgomery, Reenat Sinay and Kevin Penton. Editing by Breda Lund.OPINION Dear Friends, The notorious Skadden Arps law firm, formerly involved in suspicious and illegal lobbying irregularities and fined by the U.S. Government, is now overshadowed by the accusations of unethical billing practices in little Delaware during and after the controversial TransPerfect case, and the news has reached a Spanish Newspaper! The article mistakenly refers to our Chancery Court as our Supreme Court, but you’ll get the drift. The bottom line is that Chancellor Bouchard, in my view, possibly colluded with his former partner Robert Pincus and his former law firm Skadden Arps, allowing incessant billing with no itemization or accounting, and to rub salt in the wounds, wouldn’t even let CEO Philip Shawe see the bills or be given a reasonable explanation as to why. Such in your face arrogance of, in my opinion, the worst Chancellor in Delaware history, is beyond understanding. Finally after being sued in Federal Court, apparently Bouchard has relented. Now Bouchard is resigning with 5 years left on his term, a good protection move, before possibly being accused of grotesque malfeasance. Folks, in my view, good riddance, and apparently there are some Spaniards who agree with me. It’s outrageous that it’s so bad that the news reached Barcelona, Spain, where TransPerfect has 600 employees. Please read the article in the Spanish newspaper, translated into English for your review, and send me your feedback. Respectfully Submitted, Judson Bennett, Coastal Network CoastalNetwork.com https://cronicaglobal.elespanol.com/business/skadden-practicas-facturacion-poco-eticas_434061_102.html Skadden Arps Law Firm Suffers Legal Setback at Delware / CG

Skadden Arps law firm overshadowed by unethical billing practices

The Supreme Court of Delware, in the United States, has ruled that the law firm will have to make public the records of its invoices from the Transperfect case

JENNIFER MOLINA 19.01.2021 18:42 h. Updated: 19.01.2021 18:43 h. 3 min The Supreme Court of Delware , in the United States , has ruled that the Skadden Arps law firm  will have to make public the records of its bills from the Transperfect case . It is one of the most controversial business litigations in recent years, since thousands of workers were at risk around the world , and more than 600 in Barcelona . This law firm, appointed by the judge to pilot the forced sale of Transperfect , has uploaded today more than 15 million dollars in advisory concepts in the sale of the technology multinational . These are unjustifiably expensive invoices (it amounts to 3.5 million dollars), which paradoxically have not stopped arriving after the sale of the company in 2017.

Suspicious billing practices

The handling of this case has not only overshadowed the name of Skadden Arps . It has also brought with it the good reputation of what was previously one of the leading states for business creation in the United States . The alleged relationship between the Delaware Supreme Court with Judge André Bouchard at the head and the Skadden law firm with Robert Pincus as judicial administrator has undermined the credibility of the State judicial system and has negatively impacted on its public perception. The change of course in the TransPerfect case decreed by the state judicial authority is joined by the vision of experts and citizen associations who consider that this firm could have articulated unethical billing practices during the management of the case .

Opaque methods

In this sense, the prestigious lawyer specialized in legal fees disputes and member of the Professional Responsibility Committee of the New York City Bar, David H. Paige , has described Skadden’s practices as “the continued charging of high amounts for objectionable services, coupled with unjustifiably high fees, inefficiencies and lack of transparency ”. For his part, Chris Coffey, director of the Citizens for a Pro-Business Delaware platform, assured that “Skadden has refused to apply the minimum standards of transparency protected by a judicial system that invites opaque practices and that often leaves Skadden to act at will. ”. Coffey concluded by noting that the association he represents will continue to “expose the reprehensible and unethical behavior of Skadden Arps until the courts place on them the responsibilities that TransPerfect employees deserve.”OPINION: Skadden Unethically Charges $3.5 Million More in Fees in the TransPerfect Case that ENDED TWO YEARS AGO!!! Fraudulent Billing Apparently About to be Rubber Stamped by Judicial Extremist Andre Bouchard Just Before He Retires From His Perch on Delaware’s Chancery Court—Corruption? Dear Friends, Just when you think it can’t get more outrageously corrupt in Delaware, the Good Ole Boy cronies raise the bar on deceit yet again!!! Will they continue to get away with it? This is ON TOP OF the $15 million the notorious law firm of Skadden Arps already paid themselves from TransPerfect’s corporate coffers—approved and sanctioned by Delaware’s Chancellor Andre Bouchard. Folks, it is hard to fathom how $3.5 million worth of work was ever done in this case period, much less a closing-kiss goodbye to Chancellor Bouchard’s former employer—Skadden Arps? I’ve been covering this situation for seven years, and this case never fails to leave me in a state of disbelief! Thank God Andre Bouchard is retiring, and in my view, in disgrace. Would love to hear your thoughts on this $3.5 million extra golden parachute. Please read the disconcerting article below and send me your thoughts. Respectfully yours, Judson Bennett-Coastal Network   https://www.businesswire.com/news/home/20210114005772/en/Expert-Analysis-Determines-Skadden-Arps-Law-Firm-Engaged-in-Unethical-Billing-Practices-Citizens-for-a-Pro-Business-Delaware  

Expert Analysis Determines Skadden Arps Law Firm Engaged in

Unethical Billing Practices: Citizens for a Pro-Business Delaware

Although the Chancery Court ruled to unseal the firm’s bills, Skadden Arps sends TransPerfect an additional $3.5 million in unwarranted and highly questionable fees January 14, 2021 11:12 AM Eastern Standard Time WILMINGTON, Del.–(BUSINESS WIRE)–Nearly three years after the court-ordered sale of TransPerfect, Delaware’s Court of Chancery has finally reversed it prior erroneous order from one year ago and ruled that Skadden Arps’ must unseal their most recent billing records, which now total close to $3.5 million on top of the more than $15 million already charged to the company. Throughout multiple motions in 2020, the Chancery Court has slowly ruled in favor of transparency in the case proceedings and billing records. Today, over the strenuous objections of Skadden the court stated that “any future fee petitions of the Custodian and/or his counsel and any Billing Records filed with the Court shall not be filed under seal.” The new ruling is a huge step towards transparency and accountability in the Chancery Court and its appointment of custodian Robert Pincus, a former senior partner at Skadden Arps. The shocking new $3.5 million in bills are only for services rendered in the last year alone despite the auction of TransPerfect having concluded in November of 2017. The inflated and questionable billings are being hotly contested by TransPerfect after a firm that specializes in legal fee auditing found that Skadden had overbilled TransPerfect by more than $1.7 million. The report of David Paige, Esq., legal standards of billing expert and member of the Professional Responsibility Committee of the Association of the Bar of the City of New York characterized Skadden Arps’ overbilling as “the continued submission of large numbers of generally objectionable billing practices identified in the Analyzed Bills, combined with the unreasonably high rates, inefficiencies and lack of transparency [which] necessitates a series of across-the-board reductions to account for these issues.” He further goes on to state that in his experience, “a firm that rejects transparency and objective fee analyses simply does not want to be questioned.” Paige also notes that Skadden is arguing that their “bills be paid in full even if unreasonably incurred, allegedly because of TransPerfect’s unpleasant conduct. In other words, it is proposed that the court need not engage in an objective fee analysis because TransPerfect somehow ‘deserves’ to be punished by a higher fee.” Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “As we have seen at nearly every step in this case, Skadden Arps has refused to meet bare minimum standards of transparency, hoping to bank on a court system that invites confidentiality and often allows them to do as they please. The report from billing expert David Paige just confirms what we’ve known all along – there’s nothing Skadden won’t do to earn an extra buck, billing three times the market rates even if it means ignoring industry standards and ethics.” “Skadden’s parting salvo, incoherently charging an additional $3.5 million for the work they did to protect their own secret bills, is just par for the course. Well, the thousands of hardworking TransPerfect employees who have seen their company spend millions of dollars on an illogical forced sale that was completed years ago are not a feeble foe. We will continue to expose Skadden Arps’ reckless and unethical behavior until the courts force the accountability that TransPerfect’s employees deserve.”Just when you think he’s maxed out the three C’s: Capriciousness, Corruption, and just plain Crazy — Delaware Chancery Court Chancellor Andre Bouchard gets even crazier, in my opinion, folks, to keep his bloodthirsty revenge against TransPerfect workers going — along with the Skadden gravy train. I’ve been writing about Bouchard for five years and in my view, the corruption in Bouchard’s court has reached such a level that even TransPerfect CEO Phil Shawe is speaking out personally in an Op-Ed piece in JD Supra, a publication for lawyers. As I see it, maybe Bouchard should be forced to submit himself for a psychological evaluation to keep his job?! Please read JD Supra’s “Help Me Andre, Help Help Me Andre” article below and send me your thoughts. Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett?” target=”_blank”]Judson Bennett-Coastal Network CoastalNetwork.com[/avatar] Reprinted from JD Supra December 18, 2020 Help Me Andre, Help Help Me Andre Ross Aronstam Is the Delaware Chief Justice’s Former Law Firm, Will the Chancellor Protect Them from Malpractice Claims? The Delaware Chancery Court system is broken and in need of immediate repair. I have seen firsthand how greed and brazen conflicts of interest by an unaccountable judiciary can threaten the livelihood of thousands of employees and jeopardize a highly profitable and successful business. The latest example of the unfairness and absurdity of this system is an effort by the former attorneys for TransPerfect, the company I co-founded out of a dorm room in 1992, which now employs more than 6,000 people in over 100 offices around the world, to hold TransPerfect in contempt merely for seeking to enforce its rights in a court outside of Delaware. The salient facts, as alleged in the publicly filed pleadings, are as follows. In August 2020, TransPerfect filed a lawsuit against the law firm Ross Aronstam & Moritz LLP (“RAM”), and one of its partners, Garrett B. Moritz (“Moritz”), alleging that they committed legal malpractice in connection with their representation of TransPerfect in 2017 and 2018. RAM and Moritz were retained to represent TransPerfect by Robert Pincus, who was appointed by the Delaware Chancery Court to act on TransPerfect’s behalf with certain limited powers such as, for example, breaking ties between the two board members of TransPerfect to the extent they disagreed. Pincus, however, had a serious conflict of interest. His law firm was billing TransPerfect substantial amounts for his purported services, but he and his firm refused to provide TransPerfect with itemized invoices identifying the services that were actually performed. The law firm’s fees were paid at the custodian’s sole direction, and the requests by the owners and officers of TransPerfect to see what they were paying for were repeatedly rejected. As TransPerfect’s attorneys, RAM and Moritz, had an ethical and fiduciary duty to zealously advocate for TransPerfect and represent its best interests (not the best interests of Pincus or his law firm). Unfortunately, they failed to do so. Instead, they took exclusive direction from Pincus and opposed the efforts by TransPerfect’s owners and officers to evaluate the reasonableness of the fees charged by his firm. This egregious dereliction of duty in negligently, recklessly, and/or willfully following the custodian’s instructions, which was directly contrary to the best interests of TransPerfect, is the basis for TransPerfect’s legal malpractice action. That action should proceed in New York, where the case was filed and where TransPerfect’s corporate headquarters is located. Had RAM and Moritz wished to litigate disputes in Delaware, they could have included a forum selection clause in their engagement letter with TransPerfect, but they chose not to do so. Rather, they are attempting to take advantage of unrelated transactional documents concerning my acquisition of TransPerfect to hold me and TransPerfect in contempt of court for seeking to file a legitimate malpractice claim in a forum outside the Delaware Court of Chancery, which has no substantive experience hearing legal malpractice actions. This is particularly galling because the Delaware Chancery Court is the Court that appointed Pincus in the first place. At minimum, this creates an appearance that we will not receive a fair and unbiased trial before a neutral finder of fact. It is a travesty of justice that TransPerfect may be forced to litigate in a hostile forum to resolve a legitimate dispute with its own law firm. The fact that I personally and the company may face sanctions merely because TransPerfect has elected to pursue its rights outside of Delaware should be troubling to any business owner, and should cause any prudent person to question whether incorporation in Delaware makes sense for their business.
OPINION
 
Dear Friends, 
 
Finally, we’re seeing action by Andre Bouchard, Chancery Court Chancellor, regarding the notorious TransPerfect case in Delaware. The grotesque perception by many of the apparent swiping of wealth from company employees to Bouchard and his Skadden cronies will finally have an expiration date. This ATM with money that keeps coming out — to the tune of more than $15 million — will finally expire. The case closed three years ago and Skadden is still billing this successful company. You could easily argue that the court never should have taken it over in the first place. It took over a company with a growth-rate higher than Apple! Citizens are calling for the resignations of Pincus and Skadden’s lead attorney on the case, Jennifer Voss, as you’ll see in the story below. An end date to the ridiculous money flow from TransPerfect to, what I view, as crooked operatives, in Delaware’s Chancery Court and Skadden, is being considered?? Will it actually happen?? Read the story below, and let me know your thoughts. They are always appreciated! Respectfully Yours,
 
JUDSON Bennett-Coastal Network https://finance.yahoo.com/news/chancery-court-imposes-deadline-end-142900190.html
Chancery Court Imposes Deadline for End of Skadden Arps’ Custodianship After Citizens for a Pro-Business Delaware Exposes Unprecedented Arrangement Mon, December 7, 2020, 9:29 AM EST Skadden Arps’ Custodianship over TransPerfect, led by Robert Pincus and Jennifer Voss, Has Cost the Company Over $15 Million without Explanation of Work Being Done
Chancery Court Chancellor Andre Bouchard has ordered that “the time has come to set firm deadlines to bring the Custodianship to a prompt conclusion” in the unprecedented forced sale of TransPerfect, mere days after Citizens for a Pro-Business Delaware called for the end of the court-mandated Custodianship and the resignations of Custodian Bob Pincus and Skadden’s lead attorney on the case, Jennifer Voss. Over the course of three years after the execution of the TransPerfect sale, Custodian Bob Pincus continued to bill the company monthly with non-itemized invoices and no explanation of the work being done by Skadden Arps. The latest order ends a years-long saga which saw millions of dollars transferred away from a successful business with a higher growth rate than Apple towards Andre Bouchard’s Chancery Court-appointed attorneys. Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “This is a long-overdue step as Chancery Court-appointed attorneys like Bob Pincus and Jennifer Voss have been vampirically draining millions of dollars from TransPerfect’s coffers to enrich themselves for far too long. Worse, in spite of a court order to unseal records related to the case in October, Skadden’s attorneys have steadfastly refused to explain their bills or the work they’ve done in their role as Custodian.” “In effect, this has meant an inexplicable wealth transfer from the hard-working employees of TransPerfect to members of Chancellor Bouchard’s inner circle. While we’re glad that the bleeding will finally end, it speaks volumes that Delaware’s legal establishment has for years interfered with a successful business to enrich themselves.” “We won’t stop our long-standing campaign for transparency and accountability in Delaware’s courts and government until we ensure that such a traumatic and costly ordeal never happens to another company. The time certainly has come for this parasitic Custodianship to end, but the time has also come for wholesale changes to Delaware’s courts and government so that they work for the many, rather than the elite few.”
OPINION Dear Friends, New documents in the notorious TransPerfect case in Delaware reveal that Delaware Chancery Court Chancellor Andre Bouchard’s pal and former Skadden Arps co-worker Robert Pincus charged the company $15 million in fees to TransPerfect for a no-show job! According to the Law.com story, which I’ve included below for more details, Pincus showed up to the TransPerfect office twice in 5 years. To add insult to injury, the fees were unexplained and seemingly never-ending. Looks like they exploited the hell out of this power, charging a whopping $15 million in fees, without showing a single bill?! That’s outrageous, folks! Please read the interesting article below, as the TransPerfect saga continues. As always your feedback is welcome and appreciated. Respectfully Submitted, JUDSON Bennett-Coastal Network CoastalNetwork.com https://www.law.com/delbizcourt/2020/12/03/bouchard-firm-deadlines-needed-in-long-running-transperfect-custodianship/ Bouchard: “Firm Deadlines” Needed in Long-Running TransPerfect Custodianship If all goes according to the Chancellor’s proposed schedule, as altered slightly at the request of TransPerfect’s counsel, the custodianship could be wrapped up by February. By Ellen Bardash | December 03, 2020 at 05:46 PM Andre G. Bouchard. Chancellor Andre Bouchard has called for a final resolution in the Delaware Court of Chancery’s longest running case. In a letter to counsel Monday, Bouchard outlined a briefing schedule for the remaining matters pending in the TransPerfect custodianship case, which has been pending since 2014. The matter has been in mediation since April, though the dispute between TransPerfect CEO Phil Shawe and co-founder Elizabeth Elting was resolved in September. If all goes according to Bouchard’s schedule, which was altered slightly Thursday at the request of TransPerfect’s counsel, the custodianship could be wrapped up by February. A translation software company, TransPerfect is headquartered in New York and has shifted its state of incorporation to Nevada. “While the court encourages the parties to continue their efforts at reaching an amicable resolution, the time has come to set firm deadlines to bring the Custodianship to a prompt conclusion,” Bouchard wrote. In recent weeks, Bouchard agreed to unseal previously confidential documents in the TransPerfect case at the request of both Shawe and H.I.G. Middle Market LLC and Lionbridge Technologies Inc. as part of the discovery process in the case TransPerfect filed against the two other companies in the U.S. District Court for the Southern District of New York. Among the unsealed records were fee petitions from the custodian, Skadden, Arps, Slate, Meagher & Flom’s Robert Pincus, reporting millions in fees and expenses billed to TransPerfect in connection with the custodianship. The largest of those petitions was for nearly $2.3 million and was approved by Bouchard in December 2017. Skadden ultimately billed TransPerfect nearly $15 million for the case. TransPerfect’s point of contention throughout mediation has been Skadden not disclosing invoices for specific charges, documents which remain confidential. “Mr. Pincus was a faithless fiduciary, being present at our company headquarters a grand total of twice in the five years, allegedly providing ‘legal services’ for the benefit of TransPerfect,” Shawe said. “If Skadden actually provided the $15 million in services, why are they fighting so hard to shield their bills from public scrutiny?” Skadden’s Cliff C. Gardner, who has represented Pincus throughout the case, was not immediately available for comment Thursday. Martin Russo, representing TransPerfect and Shawe, said Thursday another key takeaway from the recently unsealed court documents was the court’s handling of Wordfast throughout TransPerfect’s sale. Wordfast, now owned by Shawe, receives the majority of TransPerfect’s programming, though the two are separate companies. “We had to essentially resort to a removal to federal court to avoid having Chancellor Bouchard fast track a federal copyright claim and avoid having him order a Delaware corporation that was not directly involved in the litigation to give a perpetual license to TransPerfect to use the software for free just so he could facilitate his friends’ sale of a company that had been botched.”    
OPINION Dear friends, Folks, 3-years after the forced sale of TransPerfect in Delaware’s Chancery Court — executed by Chancellor Andre Bouchard, with Leo Stine backing him in the Delaware Supreme Court — somehow Skadden Arps, where Strine and Bouchard both worked, is continuing to collect money. Over $15 million collected from TransPerfect to date, and still collecting! Shocking, just shocking. I don’t see how this is still happening. Don’t think judicial corruption in Delaware doesn’t affect you personally, folks, it does. I believe Bouchard is the anti-Robin Hood, robbing from middle-income Americans to feather the nest of his friends. Are we really supposed to believe that much of this “free money,” belonging to TransPerfect, that Bouchard is seemingly giving away, is not making it back to him in some form or fashion? Citizens are now banned together, demanding the resignation of court-appointed custodian Robert Pincus and Jennifer Voss, who is the chief attorney for Skadden Arps. TransPerfect has a growth rate bigger than Apple and the total cost of Delaware interfering with this company’s growth is over $250 million. Read the story below, folks. I have been observing this fiasco and writing about it for years now. Are you as outraged as me about this highway robbery? Would love to hear your feedback on this. You may think having the most corrupt lawman in the past century, in my estimation, running our Chancery Court, doesn’t affect you personally, but Delaware’s economy is highly dependent upon the business community’s trust in us, so it absolutely does. What do you think? Respectfully Yours, Judson Bennett-Coastal Network
https://finance.yahoo.com/news/citizens-pro-business-delaware-slams-135600616.html?.tsrc=fin-srch Citizens for a Pro-Business Delaware Slams Skadden Arps on Third Anniversary of TransPerfect Sale Agreement Execution The Grassroots Government & Judicial Reform Advocacy Group Also Called for the Resignation of TransPerfect Custodian, Robert Pincus, and Lead Case Attorney, Jennifer Voss, to resign
Mon, November 23, 2020, 8:56 AM ESTToday, on the three-year anniversary of the execution of the unprecedented forced sale of TransPerfect, Citizens for a Pro-Business Delaware (CPBD) slammed Skadden Arps and Chancery Court-appointed custodian Robert Pincus for continuing to bilk the company for over $15 million dollars without itemized invoices or explanation of the work being done. CPBD also renewed its calls for Robert Pincus to resign from his role as custodian, along with the resignation of Skadden’s lead attorney on the case, Jennifer Voss. Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “It’s absolutely insane and indefensible that today, three whole years after the sale of TransPerfect was executed, Skadden Arps’ Bob Pincus and Jennifer Voss are continuing to bilk the company for millions of dollars without saying why or what for. Despite a court order to unseal the records, Skadden has failed to account for any of the more than $15 million they’ve raided from TransPerfect’s coffers – if they’ve really done $15 million worth of work, then why is Skadden so afraid to show the records?” “The cost of Delaware’s interference in a thriving business with a growth rate higher than Apple’s is over $250 million in all, a direct wealth transfer from employees to Chancellor Bouchard’s inner circle, who have fed at the trough of TransPerfect for too long at the expense of everyday employees.” “Instead of continuing to give away cushy appointments and government contracts to elite firms like Skadden Arps, which doesn’t have a single Black Partner and has only one Black Associate in their Wilmington office, Delaware’s courts and government should make tangible efforts to bolster economic prosperity among Delaware’s communities of color and ensure that diversity and equity are at the heart of all appointments and government contracts. We’re hopeful that with President-Elect Biden’s ascension to the presidency – and his stellar commitment to diversity in his appointments and cabinet – things may finally start to change in Delaware.” “That change should start with Skadden Arps’ Bob Pincus and Jennifer Voss, who have been inflating their bills to TransPerfect for more than three years solely to enrich themselves and their firm. While Pincus has no incentive to give up his golden parachute, and neither does Skadden, three years of getting rich off the backs of TransPerfect’s success is enough. To Mr. Pincus and Ms. Voss, we repeat the words of British MP Leo Amery to feckless Prime Minister Neville Chamberlain: ‘You have sat too long here for any good you have been doing. Depart, I say, and let us have done with you. In the name of God, go.’”
Dear friends,  All five parties in the TransPerfect case, according to Court documents, agree to open the record on the case, which is long overdue, and truly the right thing to do. The parties on all sides, including the company itself, company co-founders Phil Shawe and Liz Elting, Shawe’s mother and company shareholder Shirley Shawe, and the court-appointed custodian in the case, Robert Pincus, have aligned. This is rare, folks. But wait and see: Folks, it is my opinion that Chancery Court Chancellor Andre Bouchard, can’t and won’t ever make law firm Skadden Arps show its bills — because it is quite clear to me that Bouchard has been using his court’s power to funnel money to his previous employer, Skadden. They will not, and in my view, cannot substantiate the work they claim to have done. Time will tell! Read the Law.com/Delaware Business Court Insider story below, folks, and you’ll see exactly what I’m saying. The question is, will Andre Bouchrad do the right thing?  Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left”]Judson Bennett[/avatar]   TransPerfect Sides With 2 Other Firms in Push to Unseal Delaware Court Documents By Ellen Bardash | October 15, 2020 at 04:59 PM The move was made during discovery in TransPerfect’s case in the U.S. District Court for the Southern District of New York alleging the other two companies made a sham bid for TransPerfect in an attempt to obtain trade secrets, but TransPerfect’s counsel and CEO said they will support their opponents’ push for the Delaware records to no longer be confidential.

Save TransPerfect protest banner

A private equity firm and a data technology company are asking a Delaware court to unseal documents involved in the auction of TransPerfect Global Inc.  The move was made by H.I.G. Middle Market LLC and Lionbridge Technologies Inc. during the the discovery process in TransPerfect’s case in the U.S. District Court for the Southern District of New York alleging the other two companies made a sham bid for TransPerfect in an attempt to obtain trade secrets, but TransPerfect’s counsel and CEO said they will support their opponents’ push for the Delaware records to no longer be confidential.  “The public deserves to see the whole thing. This is a very odd case because [the Court of Chancery] had everything sealed under the guise of it interfering with the auction, but the auction ended three years ago,” TransPerfect attorney Martin Russo said Thursday, noting he expects to notify Chancellor Andre Bouchard soon that TransPerfect has no objection to the documents it filed being unsealed. “And now, we’re even two years post sale, and they’re still maintaining confidentiality.”  Via a notice to the Court of Chancery signed by Elena C. Norman of Young Conaway Stargatt & Taylor on Oct. 9, H.I.G. and Lionbridge informed the Court of Chancery they’re challenging the confidential treatment of 68 documents in the litigation between TransPerfect CEO Phil Shawe and former partner Elizabeth Elting that led to TransPerfect’s sale.  Norman did not respond for comment on the filing Thursday. Russo said he and the rest of TransPerfect’s legal team were unaware prior to filing that H.I.G. and Lionbridge planned to challenge the sealed documents and that he hasn’t had communication with the companies’ counsel over the past week.  Shawe said TransPerfect not only supports H.I.G. and Lionbridge’s move, but wants the unsealing to go further, making the entire Delaware case record public, as he said he believes it should have been all along.  “TransPerfect has nothing to hide and has always wanted the record unsealed,” he said.  “[Lionbridge and H.I.G.] think the documents help their case, and we think the documents help our case, so we’d like to have them opened.”  Russo said throughout the progression of the Delaware case, TransPerfect saw pushback from the court and custodian Robert B. Pincus on requests to make documents public.  While the original matter involving Elting was recently settled, the case remains open as TransPerfect challenges Pincus’ billing, which is not part of the record. A motion is still pending over whether Shawe and TransPerfect can see those bills, the litigation of which is stalled while TransPerfect and Pincus continue mediation. Because TransPerfect’s legal team has already seen the sealed documents now being challenged, Russo said unsealing them won’t impact the evidence they have in the continued litigation involving Pincus. The main concern, he and Shawe said, is showing the public what happened throughout the six years TransPerfect has been in the Court of Chancery.  “Now that there’s someone else saying, ‘Hey, look, shed some light on this, because there’s no reason for it to be sealed,’ we’re going to join them and push it a step further to get full disclosure to the world,” Russo said.

Delaware-Based Law Firm Skadden Arps Continues to Make Negative Headlines

One of the most influential corporate law firms in the nation is also heavily involved in Delaware’s court system affairs. Skadden, Arps, Slate, Meagher & Flom is a corporate law giant that many Delaware citizens and working class Americans are growing wary of as conflict of interest issues continue to arise. The Chancery Court continues to face scrutiny after years of corruption and scandals that involved associates of Skadden Arps. 

About Skadden, Arps, Slate, Meagher & Flom

Skadden Arps was founded in New York in 1948. In the decades since, the firm’s Litigation Group has grown to employ approximately 600 attorneys worldwide. The firm’s grip on Delaware in particular has a lengthy history—it was the first national firm to establish a presence in the state almost 40 years ago. This undoubtedly contributes to the strong influence the firm holds over the Delaware Court of Chancery; which has contributed to an abundance of conflicts of interest within the Delaware court system. Delaware Court Chancellor Andre Bouchard and his court-appointed Custodian, Robert Pincus, have graced many headlines in recent years. Both Bouchard and Pincus worked for Skadden Arps, leading many to accuse Bouchard and the Chancery Court of conflict of interest. Chancellor Bouchard has been accused of being biased and bad for business while overstepping constantly at the expense of working class Americans. 

Skadden Arps and WeWork

Another case bringing negative attention to Chancellor Bouchard and the Delaware Court of Chancery is the WeWork suit against SoftBank. In October 2019, SoftBank agreed to buy $3 billion of WeWork shares, then canceled the deal. After the deal fell through, WeWork’s valuation collapsed from $47 billion to about $8 billion. A special committee of WeWork directors sued SoftBank in the Delaware Chancery Court for breach of contract and breach of fiduciary duty. By the time suit was filed, because of the massive amount of shares promised to be purchased by SoftBank initially, half of WeWork’s board was appointed by SoftBank.  SoftBank, represented by Skadden Arps, is arguing that there is a conflict of interest regarding the board members in the committee suing SoftBank. Chancellor Bouchard allowed the appointment of new directors, siding with WeWork’s parent company. Yet again, both the Delaware Chancery Court and Skadden Arps are involved in a bizarre case making headlines. 

Skadden Arps and Diversity Issues 

Racial equity in America has been dominating discussions in recent months, forcing many companies and organizations to take a much-needed look at how they’ve handled diversity and equity in the workplace. Skadden Arps is no exception—the firm has faced scrutiny from many groups in recent months because of its lack of diversity. Civil rights advocate Al Sharpton has criticized Skadden over it’s lack of minority representation in its latest partner class. In a letter to Skadden, Sharpton notes:  “Take a look at judges like Chancery Court Chancellor Andre Bouchard, or even retired Delaware Supreme Court Justice Leo Strine, where did they come from? Skadden Arps. One firm, Skadden Arps, has an especially significant impact on an entire state’s justice system. Therefore, Skadden Arps needs to lead the effort to more completely diversify the ranks of law firm partners and judges in this state.”  Another group that has called out the firm over it’s lack of diversity is Citizens for a Pro-Business Delaware. The group has noted that Skadden has just a handful of African American lawyers in a state that’s nearly 30 percent black. This statement came in response to statistics released by Skadden Arps highlighting the diversity, or lack thereof, within their own firm. 

Skadden Arps and TransPerfect

The TransPerfect case with Skadden Arps is riddled with scandal and conflict of interest. Aside from the forced auction of the company by Chancellor Bouchard, he appointed his former Skadden associate, Robert Pincus, as custodian to the case. Since his appointment, Skadden has collected more than $14 million in court fees.  Citizens for a Pro Business Delaware explained “Since being appointed custodian of the company, Skadden has never produced an itemized invoice for the services it claims to have performed as the firm, led by Jennifer Voss and Bob Pincus, has already collected over $14 million in court-ordered legal fees from TransPerfect. That needs to change. Our members and TransPerfect’s employees deserve to know where that money has gone.” Chancellor Andre Bouchard is partially responsible for the abundance of legal fees, having issued a nearly $1,500 an hour no-bid contract for the case. 

A Firm With a Negative Rap Sheet

Though Skadden Arps is one of the biggest corporate law firms in the nation, that doesn’t necessarily mean it adopts transparent practices. Current and former associates, such as Bouchard and Pincus, have been in headlines for bias and conflict of interest in cases such as TransPerfect and WeWork. The scandal extends far beyond the Delaware court system: Skadden made international headlines when the firm settled for more than $11 million to avoid a lawsuit by a former Ukrainian prime minister. 

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The Coastal Network is an outlet committed to providing insight into Delaware’s court system, business, and beyond through transparency and honesty. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.com 

The Court of Chancery’s Inequity in Handling the WeWork Case

The Court of Chancery in Delaware handles corporate cases, as a top incorporation state in the United States. At the Chancery level, the court does not include juries, and the presiding judge has the final verdict in each case. Notably, with this type of system, and no watch dogs in place, there is room for judicial overreach and corruption. While the Delaware Court of Chancery is famous for incorporating 60% of Fortune 500 companies and countless businesses, the court has most recently been in the news for injustice that’s seeped into its handling of multiple cases, including office share space company WeWork.

The Court of Chancery and the WeWork Case

The Court of Chancery continues to make headlines alongside WeWork for the injustice that continues to seep into the case, but how did it start? Two independent directors in WeWork, Lew Frankfort, and Bruce Dunlevie, approached the Chancery Court through their lawyer William B. Chandler 111 due to its history of being a pro-business state. The primary aim of the current lawsuit that has landed in the court is to hold SoftBank accountable for its breach of contract with WeWork. WeWork’s contract with SoftBank required SoftBank to buy WeWork shares up to $3 billion from Chief Executive Officer Adam Neumann and other shareholders. Upon the completion of all the legal requirements of the contract, SoftBank will, in the future, have full control over the current WeWork’s management. However, SoftBank decided to end the contract on April 1, 2020, leading to the two directors filing for a lawsuit.

The Case Ruling by Andre Bouchard

The presiding judge, Chancellor Andre Bouchard, authorized the appointment of two new directors. The appointed directors’ role is to investigate if Lew Frankfort and Bruce Dunlevie have the right to sue SoftBank. The ruling offers the parent company access to the privileged company’s information through their representative Skadden Arps. William B. Chandler III argues that allowing the appointment of new directors is harmful to the case and Chancellor Bouchard is disregarding important laws and opting to side with the parent company. Both directors expect compensation of $250,000 each in two months.

Parallels Between the WeWork and TransPerfect Case

With the current state of press surrounding the case, those who are aware of the court’s history have drawn parallels between the WeWork case and other significant cases in the past where Chancellor Bouchard and the Court made harmful decisions that impacted the company. One company that took the brunt of the Court’s decision was global translation company, TransPerfect. In the TransPerfect case, Elizabeth Elting filed a lawsuit against business partner Phil Shawe. In the lawsuit, Elting makes a demand for the sale of the company. During the lawsuit, the company has an average of $470 million in total revenue. Shawe put forward a reasonable deal wanting to buy Elting’s shares for $300 million. Chancellor Andre Bouchard, the presiding judge on the case, discarded the offer and proceeded to use a strict and rare custodian appointment method to put the company up for auction. Bouchard granted the custodian, former employee of Skadden Arps, Robert Pincus, authority to oversee billings and hire consultants. Pincus did not allow Shawe to view any of the bills. The unjust rule led to the company’s auctioning, requiring Shawe and other bidders to buy out the company. Shawe won the bid and bought the company at a high price of $770 million. Both the WeWork and TransPerfect cases expose the Court of Chancery’s ignorance of the law and execution of unfair rules to Delaware businesses. Additionally, the fact that Andre Bouchard was an employee at Skadden Arps—the firm that gets the upper hand initially in both cases—illustrates favoritism to the firm.

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The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.com

Who is Robert Pincus?

A man with a long-yet-lacking career in law, Robert Pincus is at the center of the latest scandal in a string of Delaware corruption. For citizens and valuable voters, our team has compiled important information you need to know, including the connections between Pincus and the powerful political figures of our dear Delaware.

1. School and Education

After graduating from Harriton High School in the Greater Philadelphia Area, Robert Pincus began a long journey of education. Pincus received his B.B.A. from the College of William and Mary in 1977 and went on to pursue a Juris Doctor Degree at the American University Washington College of Law. He finished his education by earning a L.L.M in Securities and Financial Regulation at Georgetown University Law Center in 1983.

2. Law Career

While attending Georgetown University, Pincus started his professional career with the U.S. Securities and Exchange Commission reviewing corporate disclosure documents. In 1983, he landed a position as corporate associate at Skadden, Arps, Slate Meagher & Flom. After retiring, Pincus moved on to work as a freelance mediator for corporations, and accepted a position as an adjunct professor at the American University Washington College of Law.

3. Role at Skadden Arps

During his time practicing corporate law for Skadden Arps in Wilmington, Delaware, Pincus focused on corporate transactions, mergers and acquisitions, private equity investments, dispositions and spin-offs, and corporate governance matters.

4. Retirement from Skadden Arps

Pincus retired as a partner of Skadden in 2018 with a total of 35 years of service. It’s unclear exactly why Pincus retired, whether it was his personal choice or possibly due to internal pressure from Skadden.

5. Frivolous Spending Habits

Amidst the glaring current issues, Pincus recently purchased a nearly $3 million condo, a clear reflection of his attitude during his time at Skadden Arps. The frivolous spending will come up again later during his time at TransPerfect, where many employees were intimidated and pressured into inappropriate financial decisions.

6. Custodian in TransPerfect case

After a dispute between the two owners of TransPerfect, Robert Pincus was given the role of “Custodian”. In other words, he was given custody/control over their company, and has since billed them over $14 million dollars in unspecified, non-regulated fees. Breaking their trust, Pincus chose to force the sale of the business, against both of the owner’s wishes.

7. Friendship with Andre Bouchard

Robert Pincus’ relationship with Chancellor Andre Bouchard can’t be ignored while investigating this unfortunate neglect of transparency. The Chancellor appointed his former business associate and has yet to apologize for the faulty casework or admit to his personal involvement.

8. Current Role as Adjunct Associate Professor 

Robert Pincus began teaching at the Washington College of Law in August 2019. His current course load includes LAW-795DE, a course designed for students to learn the practical skills necessary to be a corporate transactional lawyer.

9. Skadden Approved Billing in TransPerfect case

According to the most recent calculations, made incredibly difficult for TransPerfect due to redaction and inability to access the necessary information, Pincus charged TransPerfect $1,425 an hour without bills or receipts, adding up to more than $14 million. 

10. TransPerfect Global Inc v. Pincus

An ongoing lawsuit between the global company and its former Custodian was taken outside of Delaware, due to the corruption allegations, in order to address the grievous and unlawful decisions (including violation of multiple court orders) that are being protected by some of the most wealthy people and law firms today.

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The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.com  

Who is Chancellor Andre Bouchard?

Andre Bouchard is a public figure and career politician from the elite of Delaware. After working as an attorney for many years, Bouchard joined the Court of Chancery and has been at the heart of a few Delaware business scandals. He is now Chancellor Andre Bouchard of the Delaware Chancery Court.

1. Chancellor Bouchard’s School and Education 

Chancellor Andre Bouchard, raised primarily in Delaware, dedicated himself to education early on. Bouchard first attended Salesianum High School, an all boys private Catholic school located in Wilmington, Delaware. Following his upbringing at Salesianum Catholic School, graduating in 1979, Andre Bouchard attended Boston College for his Bachelor’s degree and later attended Harvard Law School with his juris doctorate.

2. Andre Bouchard’s Career Summary

With a history of privilege among the Delaware elite, Andre Bouchard has a lengthy list of cushy jobs from working as a corporate litigator at Skadden Arps to starting his own law firm Bouchard, Margules & Friedlander. Now, Andre Bouchard sits as the Chancellor Bouchard at the Delaware Court of Chancery.

3. Chancellor Bouchard’s Additional involvements beyond the Court

With privilege comes connections, and Andre Bouchard has a network of very powerful friends. Because of this, Chancellor Bouchard has also had many opportunities to work in various government positions.

4. Notable Cases from Bouchard’s Chancery Role

There are multiple cases worth noting, both from Andre Bouchard’s time as an attorney and as the Chancellor for the Delaware Chancery, however, the following cases from the CBS Merger to custody battle over TransPerfect and Meso Scale Diagnostics, showcase a similar theme for Bouchard. A theme runs through all of these cases: unprecedented intervening and oversight from government to business/organizations. For more information, visit Delaware State CourtConnect and Courtroom View Network (CVN).

5. Andre Bouchard’s Firm Represents State in a Federal Lawsuit

As previously noted, Bouchard founded and worked for Bouchard, Margules & Friedlander, a law firm that was once used (before Bouchard became Chancellor) to defend the Delaware Chancery Court in 2011. This case was important, as the Delaware Coalition for Open Government was attempting to prevent the courts’ ability to use confidential arbitration, which would significantly invade the rights of businesses and individuals. The Coalition prevailed, and Bouchard lost the case.

6. Chancery Case: Meso Scale Diagnostics V. Roche Diagnostics

In the midst of the Delaware Coalition for Open Government litigation, Meso Scale Diagnostics was in the middle of a Chancery Court suit against Roche Diagnostics, a case where Bouchard had more bias than Meso Scale knew, including the following: Andre Bouchard never admitted any relationship, yet information was covered up until recently. Meso Scale was not given the chance to request an unbiased judge and therefore claims it was an unfair trial.

7. A Voice for the People? Conflict of Interest in the Chancery Court

Though Chancellor Bouchard claims that he desires more than anything to protect the vulnerable, his case history would suggest otherwise. He consistently rules in favor of those in power, while leaving Delaware citizens without unbiased representation. The TransPerfect case, the Koch case and the Meso Scale Diagnostics case demonstrate the conflicts of interest that have been present in the Delaware Chancery Court for years since Bouchard has taken over.

8. Andre Bouchard and Skadden Arps

Before his career as Chancellor and running his own practice, Andre Bouchard worked as an attorney for Skadden, Arps, Slate, Meagher, & Flom LLP for 10 years. It is important to note Bouchard’s close relationship with the firm, as it has monopolized businesses in Delaware for decades. Bouchard not only worked as an attorney there, but also kept in close contact with many of his previous coworkers and employers, including Robert Pincus—who he brought on as the custodian in the TransPerfect case.

9. Andre Bouchard and Robert Pincus 

Both of these men are seemingly part of the Delaware “Old Boys Club” and worked for Skadden Arps at the same time; Bouchard as an attorney and Pincus primarily as an arbitrator. Yet, the close relationship didn’t seem to be a ‘conflict of interest’ in Chancellor Bouchard’s eyes when he brought Robert Pincus on to be the custodian for the TransPerfect case.

10. Chancellor Bouchard’s role in the TransPerfect case 

In the TransPerfect case, Andre Bouchard seemed to utilize his personal connections when making decisions. He appointed his friend and previous coworker, Robert Pincus, as custodian of the case. This led to mishandling of the case—for years, Bouchard did not require Pincus to hand over receipts for millions of dollars in bills directed at the company.

Coastal Network

The Coastal Network is an outlet committed to providing a voice against corruption and advocating for transparency in the Delaware court system, business world and beyond. For more on corruption in the United States, including the Delaware Court system, visit www.coastalnetwork.comIn 2019, Chancellor Andre Bouchard of the Delaware Chancery Court said he was “sympathetic to some of the concerns [TransPerfect] has raised,” subsequently ordering Custodian Robert Pincus and Skadden Arps to provide itemized billing details in support of the many non-itemized fees charged back to Phil Shawe and TransPerfect. At the time of the ruling, TransPerfect CEO Phil Shawe said the ruling was “a major win for transparency and openness in the Delaware courts.” However, amidst court closures due to Coronavirus, Skadden Arps decided to hide more of its documentation, believing it would go unnoticed or that the Delaware Chancery Court would yield to its traditional practices. Finally, in a motion that upset Chancellor Bouchard, Skadden Arps submitted what it thought was an appropriately redacted motion that hid most everything. On June 8, after TransPerfect requested Skadden Arps to clarify its redacted petition, Chancellor Andre Bouchard ordered for Skadden Arps to provide an unredacted record for TransPerfect. In what seems will finally provide just results, the Delaware Chancery Court told Skadden Arps in is not the sole arbitrator of what is secret and what is open. TransPerfect, Skadden Arps and the Delaware Chancery, including Chancellor Andre Bouchard, have continued to go head to head for a fair outcome in what has now become a five year legal battle. A legal battle that started when TransPerfect co-founders Phil Shawe and Liz Elting went to court for custody over the translation company, which is now the world’s largest. Original story in Medium.      

“Citizens for Pro-Business Delaware” has been posting a series of ads in the Delaware News Journal implicating law firms like Skadden Arps in what this activist group sees as unethical and suspicious behavior both locally and nationwide, especially involving what I see as its shady billing practices with TransPerfect, under the direction of Delaware’s Chancellor Andre Bouchard, who was once a partner at Skadden.

As a big skeptic about Bouchard’s integrity, having followed his decisions for over 4 years now, I am definitely for transparency and unbiased decisions in the Chancery Court. I frankly think Bouchard is a terrible representative of Delaware’s respected equity court and should be replaced now before it gets any worse. The Chancery Court is operating under a cloud of darkness as things are now. As I see it, folks, when you have a Chancellor who ignores obvious conflicts of interest and condones the appearance of impropriety, it must be fixed!

The Citizens group also harps on diversity. I don’t believe that someone should be appointed a judge or Chancellor, simply because they come from a certain background. That said, I do believe that regardless of their race or background, the most qualified candidate should be appointed, and right now the system is failing because we are only getting a select group from a very small pool of candidates. 

Regardless, in my view, I am sure that Skadden Arps will eventually succumb to the pressure and find a few Ivy League, liberal African American Lawyers to fulfill the public demand for diversity, as will eventually the State of Delaware. Diversity is indeed a good thing, but personally, I believe, as do most of my friends and readers, that the best person for the job should be hired. That is my objective view and this old dog is not going to change his mind.

Please read the article below and tell me what you think. Thank you and best regards.

See the press release below: 

 


 

June 08, 2020 01:36 PM Eastern Daylight Time

WILMINGTON, Del.–(BUSINESS WIRE)–Today, Citizens for a Pro-Business Delaware, a grassroots advocacy group, announced the latest in its series of print ads in the Delaware News Journal highlighting the conflicts of interest and failures of transparency that plague the Chancery Court and elite Delaware law firms like Skadden Arps.

The ad shines a light on Skadden Arps’ history of ethically dubious behavior both in Delaware and internationally, including their direct role in the Ukraine voter suppression scandal, the appalling lack of diversity in the firm’s Wilmington office.

The ad, in part, reads, “over the past 3 years, Skadden Arps has named 38 new partners, only 2 of whom are African-American. Of 66 attorneys in Skadden’s Wilmington office, there is just one Black partner and one Black associate.”

The ad comes on the heels of a letter penned by civil right activist Reverend Al Sharpton to Robert Saunders, the head of Skadden Arps’ Wilmington, DE office, calling for more diversity at the firm and others like it.

Skadden Arps has also been subject to criticism over the egregiously non-transparent billing practices practiced by Bob Pincus and Jennifer Voss in their role in the TransPerfect case, which has now cost the company over $14 million in unexplained fees.

Said Citizens for a Pro-Business Delaware Campaign (CPBD) Manager Chris Coffey, “Over the past year, our members have been calling for Delaware to make progress in diversifying its court system, but to no avail. We said from the beginning we weren’t going to be afraid of calling out those we see responsible for perpetuating a rigged system the only helps a select few, and this ad campaign shows how serious we are about that.

“The inequities in Delaware’s justice system, caused by a court system run by mostly white judges is a direct result of firms like Skadden Arps denying opportunities to people of color. We can’t possibly expect the judges in our courts to accurately reflect the racial, ethnic, gender, and socioeconomic diversity of this state if they aren’t given the opportunity to gain the relevant experience.

“Lacking diversity in our justice system is a national and systemic issue. But in a state that’s home to the country’s busiest corporate courts, where judges are handpicked to join an old boys’ club from top firms like Skadden, it’s critical we end the status quo, and Skadden needs to answer for their role in this corrupt system.”

Once again our infamous Chancery Court is splashing negative headlines across the globe. See the sordid details in the story below from Spain’s el Economista newspaper about how the notorious Skadden Arps Law Firm helped put a political prisoner in jail for three years, where, for all we know, she was tortured?? This is quite shameful that Delaware’s Chancery Court is indirectly mixed up in any way in this terrible story. Shameful, folks. 

You have to ask yourself about the connection between the millions in payments in this Ukraine story and the $15 million I clearly believe was swindled away from TransPerfect, while ordered to be collected by Chancellor Andre Bouchard’s former colleagues at Skadden? In the process, 5,000 employees suffered for almost 5 years, as their jobs were threatened by Bouchard’s Court and his court-appointed custodian Bob Pincus?! It appeared to me that Bouchard acted like an evil Robin Hood, taking money from the poor TransPerfect employees and giving it to the rich buddies at his former law firm, Skadden Arps. 

And worse folks, this disproportionately hurt the minority employees at TransPerfect. They had their benefits cut, with callous disregard for their families or personal well-being! As a glaring example, I was informed that two minority members of the company’s five C-suite level executives had to sue, and won, in order to get their back pay due to actions taken by Bouchard’s former business partner Robert Pincus. Why these two minority employees in particular? Was Pincus discriminating? As you know, this issue is more important now than ever, with what is going on in our country. I worry for the future of Delaware with the incessant detrimental publicity about Bouchard’s Chancery Court that it ultimately hurts future incorporations and franchise fees.

It is interesting to point out that apparently Skadden Arps has virtually no minorities in their Delaware office either — coincidence or intentional??

Folks these continuous appearances of impropriety in Bouchard’s Court and the negative effect it has on equity and positivity worldwide is significant. Please read the article below and send me your thoughts.


Skadden Law Firm Admits Payment of 10 Million Euros to Yulia Tymoshenko to Avoid a Lawsuit by the Former

Ukrainian Prime Minister

06/03/2020 – 11:03

The law firm Skadden, Arps, Slate, Meagher & Flom has accepted the payment of 10 million euros to Yulia Tymoshenko to avoid a lawsuit by the former Ukrainian Prime Minister, who blames the New York law firm for having actively participated in the persecution campaign policy that the former president of his country Viktor Yanukovych would have orchestrated.

Skadden’s relationship that various media attribute to the Yanukovych government dates back to 2012 with the preparation of a report in which he tried to justify the imprisonment in 2011 of the Ukrainian opposition leader for alleged abuse of power.

Citizen protests denouncing alleged corrupt practices and ties to Moscow with Yanukovych ended up in 2014 leading to the fall of his government and the release of Tymoshenko, who later accused the American office of “covering up Yanukovych and his government” in exchange for money.

The US law firm’s business in Ukraine has led to other federal investigations and heavy fines. In 2019, Skadden also agreed to pay more than € 4 million for breach of the Foreign Agents Registration Act (FARA) in lobbying work with former Donald Trump campaign adviser Paul Manafort, in favor of Yanukovych.

CONNECTIONS IN SPAIN

It is not the first time that the controversy affects Skadden. His role in the ‘TransPerfect case’, which endangered more than 600 jobs in Barcelona and 5,000 worldwide, has highlighted the shortcomings of the Delaware state judicial system and opinions have emerged that denounce an alleged treatment in favor of the supreme court judge and ex-Skadden partner André Bouchard to the court’s administrator, Robert Pincus.

After closing the forced sale of TransPerfect, some media have pointed out that Pincus continued to charge the firm for two years fees worth more than 12.5 million euros. The invoices for these works remain sealed by decision of Judge Bouchard, alleging that they must be kept secret.

I’ve been using my column as a soapbox to complain about Chancery Court Chancellor, Andre Bouchard, and what I view as the lame nonsense and bullying coming from his bench over the past few years, specifically from the TransPerfect case, among other things, which have been, in my opinion, levels of corruption, too hard to believe. His ties to law firm giant, Skadden Arps, have been well documented here and elsewhere over the past few years.

Well, folks, now we’re seeing what I think is a new low for even this group, new facts have come to light, according to the press release below that, Jennifer Voss, who is a partner in the Skadden Arps’ Wilmington office, was “purported to act on behalf of the Delaware Judiciary when she attempted to silence the advocacy group, Citizens for Pro-Business Delaware (CPBD).” The group is founded by TransPerfect employees and Delaware residents and is looking to help create transparency, accountability and diversity in Delaware courts. So why is Voss seemingly trying so hard to silence this group, in coordination with the Chancery Court? Is it because they’ve been critical of her colleague Robert Pincus? Something isn’t right here, folks.

As we all are, this Citizens group is protected by the First Amendment and no matter how hard attorney Voss tries, that isn’t going to change. Thank goodness our founding fathers created a Constitution that is designed to protect all of us, including free speech, which is one of the things that sets this country apart from others and makes America great! Authoritarian and corrupt people in all walks of life will attempt to skew the law and ignore the Constitution if you let them get away with it. The appearances of impropriety continue to be rampant, in my view, with what I further believe, between such law firms, the state’s courts, and the Bar Association.

Founder Chris Coffey doubled down on the group’s commitment to pursuing these changes and will continue to strive for these goals. Citizens for Pro-Business Delaware are willing to put their money where their mouths are. He said the group will be spending half-a-million dollars this year to put a spotlight on failures in Delaware’s courts while continuing their battle for reform.

He even plans to create a political action committee, dedicated to electing candidates at every level of Delaware’s government. As someone who has deeply cared about and influenced Delaware politics for years, I think that’s a perfectly good idea! No doubt with the dedication and capital this organization is willing to commit, Citizens for Pro-Business Delaware will be an effective political operation! Call me, Mr. Coffey, anytime. I’d be happy to advise you and your group on the ways of Delaware politics and how to get things done in America’s First State! I am happy to promote the changes you advocate because things are not right in Delaware these days in my opinion!

I think Ms. Voss’s attempts to silence Citizens is downright unconstitutional. The First Amendment, this Citizen’s Group, and our great state won’t go down so easily!

Let me know what you think about this, folks! Delaware is Rising!


Skadden Arps’ Jennifer Voss “Committed a Serious Breach of Ethics” in Attempting to Silence Citizens for a Pro-Business Delaware, TransPerfect Lawyers Say in Recently Filed Court Documents

Citizens for a Pro-Business Delaware pledges to spend $500,000 in 2020 highlighting the failures in Delaware’s courts, in addition to forming a Political Action Committee

May 07, 2020 10:00 AM Eastern Daylight Time

WILMINGTON, Del.–(BUSINESS WIRE)–Following a series of recent filings in the Delaware Court of Chancery, new facts were released publicly that Jennifer Voss, a partner in Skadden Arps’ Wilmington office, was purported to act on behalf of the Delaware Judiciary when she attempted to silence the advocacy group, Citizens for Pro-Business Delaware (CPBD). CPBD, a grassroots organization founded by TransPerfect employees, advocates for transparency, accountability and diversity in the Delaware Judiciary has been subject to threats and hate mail from some of Delaware’s elite law firms.

“If Voss and Skadden would like to engage in a meaningful conversation about how to end corporate corruption and cronyism, and the overwhelming lack of diversity in the Delaware Chancery Court, we’ll meet them anytime and anywhere – we’re in this fight for the long haul.”

During a heated exchange of attorney correspondence, Voss is alleged to have publicly posted privileged settlement communications between attorneys representing TransPerfect and Skadden Arps in violation of ethical canons. The substance of the emails revealed that Voss sought to silence the CPBD movement by disallowing any public discourse that casts a negative light on Custodian Robert Pincus, Skadden Arps, the Chancery Court system, and the State of Delaware.

Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “Our organization is made up of more than 5,000 Delawareans working to increase accountability, transparency, and diversity not just in the state’s judiciary, but the entire government. The First Amendment clearly protects our right to call out injustice where we see it. It’s unfortunate that Skadden would try to dictate the actions of our members without actually talking to us directly. But what we want to see happen should come as no surprise to anyone, as we have relentlessly advocated for our platform for increased judicial transparency, accountability, and diversity for the better part of a year. To demonstrate our commitment to stay in Delaware for the long haul, we will be spending over $500,000 this year to highlight the failures of transparency and diversity in Delaware’s courts and advocating for reforms to fix the broken status quo, and we’re planning to declare a political action committee dedicated to electing candidates at every level of the state government who support our cause.

“If Voss and Skadden would like to engage in a meaningful conversation about how to end corporate corruption and cronyism, and the overwhelming lack of diversity in the Delaware Chancery Court, we’ll meet them anytime and anywhere – we’re in this fight for the long haul.”

Citizens for a Pro-Business Delaware fight for commonsense and modern-day reforms to the archaic Chancery Court system, and for more diverse representation in courts, and government and in law. It supports the following legislative initiatives:

1.    Establishing an independent Office of Inspector General with a degree of jurisdiction over the Chancery Court, which would ensure a rigorous and regular review process for auditing the Chancery Court’s decisions.

2.    Ensuring that Delaware’s courts reflect the ‘broad diversity’ of Delaware’s citizenry.

3.    Introducing transparency to the judicial nomination process by making public the members of the judicial nominating commission and the names of the candidates they put forward to the Governor.

4.    Building awareness of the lack of diversity in Delaware’s legal industry and advocating for a diverse pipeline to Delaware’s elite law firms.

5.    Ensuring that appointed Members of Courts can’t serve on the Court of Judiciary, which has the power of judicial review.

6.    Ensuring that if a Justice of the Chancery Court appoints a custodian or a receiver to any Firm, Corporation or Officer of the Court for whom they were previously employed or shared business interests with, this conflict must be disclosed and consented to by both parties.

7.    Requiring that any custodian or receiver appointed by the Delaware Chancery Court itemize and make public a complete list of costs incurred because of acting in that capacity.

8.    Allowing a camera in the Chancery Court to ensure that a public record exists of the Court’s actions, allowing citizens and good government groups to audit the Court’s actions and deliberations to make sure they honor justice and transparency.

9.    Requiring ‘wheel spin’ in the Chancery Court so that Chancery Court

Chancellors cannot select cases based on their own self-interest.

10.  Requiring financial disclosure by Delaware’s judges so the public can see the income they receive outside their judicial salaries, including investments, business and charitable affiliations and gifts.

Here’s a quick update, folks, on the Delaware front, regarding Delaware Governor John Carney. There are 1,000 TransPerfect employees requesting the relationship between Chancellor Andre Bouchard and law firm Skadden Arps be investigated. I have one question, what has taken so long?

It’s time for Governor John Carney to take a leadership role and clean up our shameful old boy’s club in Delaware. As I see it, folks, this case, and this court-ordered looting is a sham that hurts workers and hurts Delaware, and it has gone on long enough!!

Please read the article below, and let me know your thoughts.


1,000 TransPerfect Employees Demand Inquiry into Chancery Court-Skadden Arps Relationship

Press Releases ·

By TransPerfect

On April 14, 2020

Wilmington, DE – Today, a letter co-signed by more than 1,000 TransPerfect Global, Inc. employees was sent to Delaware Governor John Carney, demanding an inquiry into the close, mutually-beneficial relationship between Delaware’s beleaguered Court of Chancery and the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.

The letter comes following several recent motions filed by TransPerfect in the Delaware Court of Chancery alleging that the law firm of Skadden Arps has billed the translation services company for upwards of $14 million in undisclosed legal fees since being appointed the company’s custodian, causing significant financial harm to the company’s employees.

According to recent court documents, in the over two years since the TransPerfect sale process was complete, the company’s Chancery Court-Appointed custodian, Skadden Partner Robert Pincus, has continued to bill the company every month for undisclosed services, including his own $1,475 an hour fee. According to one recent motion by TransPerfect, Pincus’ responsibilities remain unclear, and any efforts to ascertain the substance of his work on behalf of TransPerfect have been met with silence. The Chancery Court has kept all invoices and description of services under seal – allegedly to protect the sale process, which ended over two years ago.

In their call to action for Delaware Governor John Carney, the employees wrote, the “actions of Robert Pincus and his Skadden partner, Jennifer Voss, have hurt TransPerfect. For the first time ever, this spring we will not receive raises. Even worse, many of us who work hourly have had our hours reduced or been furloughed entirely. We are asking for your office to open an inquiry to scrutinize both the cozy relationship between Chancellor Bouchard and his former firm, as well as the Chancery Courts complete lack of transparency and Skadden’s questionable billing practices. These actions and to end this Court-sanctioned looting of TransPerfect. It’s hurting us in irreparable ways. Enough is enough, we need you to step up and investigate this matter immediately.”

Said Chris Coffey, Citizens for a Pro-Business Delaware’s Campaign Manager, “From day one of being appointed TransPerfect’s custodian, Robert Pincus and Skadden Arps have been taking advantage of the company and its thousands of employees by billing them millions of dollars without saying why or what for. These Skaddenomics are so shady, it’s become increasingly clear that Governor Carney needs to step in and scrutinize Chancellor Bouchard, who has been violating his own court’s rules and effectively funneling over $14 million dollars to friends at his old law firm. We’ve called on the Court to put an end to the secrecy, and we’ve called on the state legislature to advance the bill before them that would create a fairer and more transparent Chancery Court by requiring all custodian’s fees to be disclosed. Now we’re calling on the governor to open an inquiry. These thousand employees and our members deserve to have their voices heard. Enough is enough.”

Look folks, I’ll be straight with you, this COVID-19 has scared the hell out of me. I certainly don’t say that lightly. I’m a retired Ship’s Captain and Pilot, a father, and a widower. My dear wife of 33 years passed away several years ago of cancer, so I’ve had my share of treacherous moments. Now, I’m home alone with my cat and not going out unless absolutely necessary.

While my life has changed because of this virus, it’s startling what the TransPerfect employees have been through over the past few years. I’ve written about them, I’ve met some of them, and I’ve come to care about their plight and the battle they have had to fight against the giant Delaware law firm of Skadden Arps and in my view the nefarious Chancery Court Chancellor — Andre Bouchard.

One-thousand TransPerfect employees have penned and signed a letter to Delaware Governor John Carney, which is herein attached, calling upon him to stop the perceived “burglary” from Skadden and Chancellor Bouchard. This letter and the signatures ran in Sunday’s Delaware News Journal and I have attached it for your review with this article. Please open the attachment and read this well-written letter. It is impressive!

In the letter, these employees stand for all 5,000-plus workers of the company, as they explain how they are being hurt by the $14 million in fees that have seemingly been drained out of the company by Skadden and court-appointed custodian and Bouchard pal, Robert Pincus — a former Skadden partner. Pincus and Skadden continue to collect huge sums two years after the company sale closed and without invoices, itemization, or explanation.

I’m outraged, folks, and I have attempted calling the Governor’s office for comment, but have been met with radio silence.

TransPerfect has already given millions, due to this cozy relationship between Pincus, Skadden, and Bouchard. The employees are asking the Governor to help stop this now. They want an inquiry and, hell folks, I want an inquiry too. They are right to ask for one!

Their health benefits were hurt due to Mr. Pincus already and now with the impact of this virus on their lives and ours, they are feeling more pain through furloughs and no raises this year. Like so many others in our country right now, they are hurting due to the changes COVID-19 is bringing, and it’s downright immoral for Pincus and Skadden to continue kicking them indirectly through their avaricious actions when they’re down.

Folks, join me in asking Governor Carney to do what’s right here. This is unacceptable and he needs to take action and do the right thing. Bouchard’s relationship with Skadden Arps and various, in my opinion, appearances of impropriety need to be investigated?

I would love your feedback on this one. Please stay safe and healthy as we all get through this.

Please check out this victory for TransPerfect. The real story here as I see it folks is that Bouchard and his court-appointed custodian, Skadden’s Robert Pincus — his former law partner, to whom he has ordered TransPerfect to pay $14 million, without being able to see even one invoice — was using this case to bad-mouth TransPerfect and Shawe, saying they were litigious.

Pay attention carefully here lawmakers: In my opinion, this is proof once again of the Chancery Court misleading for two reasons: One, Shawe was the “Defendant” against an advisor trying to claim a false fee over a transaction that the Custodian backed out of — to line his and his friends’ pockets with a $250 million court auction. And two, because TransPerfect and Shawe won the case.

Check out the lawyer’s closing quote in the story below: “It was refreshing to litigate outside of Delaware with truly neutral jurists who make decisions based on the facts of the case.” How refreshing! What does that say about Delaware, folks?!

I wanted to keep you in the loop on how much other judges are, in my opinion, seeing Bouchard’s antics for what they are: A three-ring circus designed solely to provide payola to his pals. I say shame on Bouchard for continuing to destroy the Chancery Court’s once pristine image with every breath he takes.


TransPerfect And CEO Phil Shawe Score Major Arbitration Victory Stemming From Controversial Delaware Chancery Court Decision

March 5, 2020

NEW YORK, March 5, 2020 /PRNewswire/ — TransPerfect, the world’s largest provider of language and technology solutions for global business, and CEO Phil Shawe, today announced emerging victorious in a New York State Supreme Court–ordered arbitration related to disputed advisor fees stemming from a controversial 2015 Delaware Chancery Court decision.

The victory is a decisive step toward ending the residual litigation created by the Delaware Chancery Court’s unprecedented decision to appoint a Custodian to control a thriving and profitable company for three years and to then sell it at public auction. Shawe, TransPerfect’s original Co-Founder and CEO, ultimately prevailed in Delaware court and in the auction, raising questions about the necessity of Chancellor Andre Bouchard mandating more than $250 million in fees and expenses to achieve a result that was available and obvious since the beginning of the proceedings. 

Shawe stated, “This is the first major victory against those who sought, or are still seeking, to take unfair advantage of TransPerfect stemming from the Delaware Chancery Court’s unprecedented intervention into a private, profitable, and thriving business.”

A complaint for breach of contract was filed in New York State Supreme Court by Cypress Partners, and Justice Jennifer G. Schecter issued an order compelling arbitration of the matter with JAMS Commercial Arbitration Tribunal. Cypress claimed they were entitled to a full fee for any transaction involving the TransPerfect auction process despite clear contract language to the contrary. The neutral JAMS tribunal reviewed all evidence and found no merit to the claims. Further, the arbitrators notably disregarded Chancery Court findings and dicta as having no bearing on the adjudicated matter. From start to finish, this binding arbitration battle in front of a New York panel lasted over 18 months.

Martin Russo of Russo PLLC, lead outside counsel for TransPerfect, commented, “It was refreshing to litigate outside of Delaware with truly neutral jurists who make decisions based on the facts of the case. In fair jurisdictions and forums, the rules compel triers of fact to rule on the evidence and do not allow undue influence from or favoring of friends and associates of the Court. TransPerfect has spent the last two years cleaning up the messes left behind by a series of bizarre and unpredictable rulings by Chancellor Bouchard, and we are pleased that this matter has been justly closed.”

About TransPerfect
TransPerfect is the world’s largest provider of language and technology solutions for global business. From offices in over 100 cities on six continents, TransPerfect offers a full range of services in 170+ languages to clients worldwide. More than 5,000 global organizations employ TransPerfect’s GlobalLink® Product Suite to simplify management of multilingual content. With an unparalleled commitment to quality and client service, TransPerfect is fully ISO 9001 and ISO 17100 certified. TransPerfect has global headquarters in New York, with regional headquarters in London and Hong Kong. For more information, please visit our website at www.transperfect.com.

Once again, a newspaper in Europe is writing about America’s First State — that’s Delaware, in case you didn’t know. In my view, this continuous and suspiciously absurd, seemingly biased operation that Chancellor Bouchard conducts in his Chancery Court is again raising its ugly head on the world stage.

This time it is mostly about racial diversity in Delaware, and a Spanish newspaper is writing about it. Criticism is being leveled at both the Skadden Arps law firm and the Delaware Court system itself. Frankly, folks, I don’t care about forced diversity and I think affirmative action has gone way further than it ever should have. I am about hiring the most qualified individual, regardless of race, sex, religion, or sexual orientation. But it is clear that the issues with the Delaware courts go beyond Republican and Democrat. We may not all agree on the solution, but it sure seems like we can agree there’s something rotten going on in Delaware’s courts, when rich country club friends are scratching each other’s back with taxpayer money.

Folks, please read the article below and get the European perspective which is significant, because it indicates the long term, international effect that Bouchard’s subjective rulings have had on business and Delaware’s future as an international incorporation destination.


The lack of diversity sharpens the crisis in the Delaware judicial system

The criticisms that this state has received from the North American east coast, once known for its fiscal advantages and its ability to attract companies, have diminished its competitiveness.

The TransPerfect case is one of the most complex and media in recent years.  As a result of this controversy, more than 600 jobs in Barcelona and 5,000 worldwide were endangered, and the serious shortcomings of the Delaware judicial system that directly affect their businesses and citizens have been revealed.

The criticisms that this State has received from the North American east coast, once known for its fiscal advantages and its ability to attract companies, have diminished its competitiveness.  Delaware citizens have watched helplessly as Supreme Court Judge Andre Bouchard decreed in recent years the forced sale of a private company with benefits.

This puts jobs at risk and granted control of the group to the Skadden law firm for personal affinities by hiding the records of the TransPerfect case to public opinion, among others.  These actions have caused a negative impact on the prestige of the Delaware judicial system among American companies, institutions, and professionals.

Protests for lack of diversity

The lack of diversity has opened a new chapter in the crisis of its judicial system.  The problem has gained greater social prominence since the U.S. Department of Justice opened an investigation to Judge Bouchard and Robert Pincus, a partner of Skadden, who managed the process of selling the TransPerfect company for alleged discrimination during 2017 when the company was under your control.

Civil and social rights activists such as the Reverend Al Sharpton and Dale Dennis have charged against the lack of diversity and led marches in Delaware claiming that judicial estates are not filled only by white men.  They have also undertaken a commission to study diversity in the judicial system of the State of Delaware to give notoriety to this problem.

Reverend Dennis has led a protest rally at the doors of the Senate.  And it is that the Executive Committee of this House has approved that Judge Paul Fioravanti replace the magistrate Tamika Montgomery-Reeves as a member of the Supreme Court of Delaware, while Al Sharpton has been denied the opportunity to testify in said judicial hearing.

Skadden, in the center of criticism

The Skadden Law Firm has been one of the main focuses of social criticism.  Despite making a flag of diversity in their communications, the reality is that 9 out of 10 associates of the firms are Caucasian.

Bouchard and Pincus come from this firm, both involved in the controversy of the TransPerfect case and investigated by the US Department of Justice for alleged racial discrimination.  In this sense, Pincus acted as the judicial administrator of the company during the sale process and during his tenure, he reduced the benefits in a proportionate manner to minority employees.  In parallel, it swelled the bill in favor of Skadden.

4.1 million sanction

The firm had to pay about 4.1 million euros of sanction in 2019 for breaching the US Foreign Agents Registration Act (FARA) in the political lobbying works carried out with the convicted Paul Manafort.  They are accused of benefiting the Government of Ukraine in 2012 and 2013 in favor of Viktor Yanukovych, president of that country from 2010 to 2014.

Sharpton and Dennis have affirmed by letter that, due to Skadden’s high weight in the State’s judicial system, it is precisely those who have the most obligation to promote diversity among their associates and the judges of the State.  In the statement, they have also asserted that “the Delaware Court should resemble the people of Delaware, not just a minority.”

Without a doubt in my mind, the Delaware Court of Chancery under the auspices of Chancellor Andre Bouchard is seemingly engaged in some very irregular activity. Chancellor Bouchard has apparently ordered and approved the billing of millions in unexplained invoices from his former business partner Robert Pincus, who was Bouchard’s appointed Custodian in the TransPerfect case.

I see this as being outrageous, especially considering the case has been closed for years. According to my sources at the company, the Custodian did little to justify his nearly $1,500 per hour fees! For the record, Bouchard, Pincus, and former Chief Justice Leo Strine all were former members of the infamous law firm of Skadden Arps, which has been sanctioned in the past by the Federal Government.

Folks there is indeed the appearance of impropriety in the Chancery Court. It appears to me that Bouchard is filling the pockets of his buddies. I am sick to death of perceived corruption not only in Ukraine but in our Delaware as well. It presents a terrible picture of what Delawareans expect in the way of justice and equity.

So what is next? I have learned that TransPerfect is now going back to Court, filing a new motion in the Court of Chancery, seeking an explanation ONCE AGAIN?? The thing that blows me away is that this apparent and incessant suspicious activity is directly in our faces.

Delaware’s once-respected Chancery Court, I believe, has lost its honor and its objectivity. I believe Bouchard is corrupt, unfair; not objective. I demand an investigation into this situation. It is clearly untenable. I believe the impeachment of Andre Bouchard is in order ASAP.

Please read the article below and send me your ideas and feedback on this horrendous inequity. Hopefully, this crazy impeachment debacle of our President will be over soon, and we the people can get back to local issues in Delaware. Thank you kindly.

Scroll down to read the article :

https://www.prnewswire.com/news-releases/court-motion-reveals-skadden-arps-has-charged-10-million-in-undisclosed-legal-fees-as-custodian-of-transperfect-while-hiding-behind-obscure-chancery-court-order-citizens-for-a-pro-business-delaware-renews-call-for-reform-300991682.html

Court Motion Reveals Skadden Arps has Charged $10 million in Undisclosed Legal Fees as Custodian of TransPerfect While Hiding Behind Obscure Chancery Court Order; Citizens for a Pro-Business Delaware Renews Call for Reform

Jan 22, 2020, 16:25 ET

WILMINGTON, Del., Jan. 22, 2020 /PRNewswire/ — Following a court motion filed in the Delaware Court of Chancery today by TransPerfect Global, Inc. revealing that the law firm of Skadden Arps has billed the translation services company for upwards of $10 million in undisclosed legal fees since being appointed the company’s custodian, Citizens for a Pro-Business Delaware (CPBD) is renewing its call for reforms to the opaque business court.

Among the much-needed reforms is legislation, introduced to the Delaware State Legislature, that would bring much-need transparency to the Chancery Court, requiring appointed custodians to itemize and publicly disclose a complete accounting of the costs they’ve passed on to the companies under their control so that the public, and the companies themselves, know how their money is being spent. The legislation follows Delaware Chancery Court Chancellor Bouchard’s abuse of court rules, as he appointed his last employer, Skadden Arps, and ruled that TransPerfect – which is incorporated in Delaware and has nearly 4,000 employees globally – should be sold as a result of an internal dispute between the company’s ownership. Since, Skadden Arps has received a significant amount of the $250 million that was spent on the case.

Said Chris Coffey, Citizens for a Pro-Business Delaware’s Campaign Manager, “The Skaddenomics that Chancellor Bouchard has enabled in his Chancery Court by violating the court’s rules to direct millions of dollars to friends at his old law firm are unacceptable, and exactly the sort of behavior that our over 5,000 members are committed to fighting. The Delaware State Legislature should take a long look at this motion and consider the legislation before them to create a fairer and more transparent Chancery Court. When you eat a meal at a restaurant, you get a receipt with a breakdown of the charges. Why shouldn’t the Chancery Court be required to do the same for companies they’re forcing to pay millions in legal fees?”

According to TransPerfect’s motion, over two years after the TransPerfect case was settled in 2015, the custodian in the case, Robert Pincus, has continued to bill the company every month for undisclosed services, including his own $1,475 an hour fee. According to TransPerfect’s motion, his responsibilities remain unclear, and any efforts to ascertain the substance of his work on behalf of TransPerfect have been met with silence. The Chancery Court has kept all invoices and description of services under seal – allegedly to protect the sale process, which ended over two years ago.

As Delaware dropped 10 spots to number 11 according to the Chamber of Commerce in its judicial rankings last year, CPBD announced a new platform to dramatically improve ethics, transparency, and accountability in the State’s Government and Chancery Court.

OPINION Dear friends, One more on this topic, because it’s just too hard to resist not mentioning this. See the story I’ve posted below, as law firm Skadden Arps is defending its “diversity culture” after Rev. Al Sharpton accused the firm of racist hiring practices. This couldn’t be happening to, in my view, a more incredulous bunch at Skadden Arps because they appear to have a culture of taking what they want in Delaware’s Courts. Considering Chancellor Andre Bouchard, his appointed TransPerfect Custodian Robert Pincus and former Supreme Court Chief Justice Leo Strine were all once members of Skadden Arps. They collected millions from TransPerfect and continue to bill the company with sealed and unitemized monthly bills, so I for one will shed no tears for this firm, which seems to have their way in Andre Bouchard’s Chancery Court. This firm has also had problems with the Feds, which have been reported widely in the press. Apparently under public scrutiny, which is detailed in the story below, Skadden is finally having to answer for some of its practices. I say, good! (even though the diversity issue is not at the top of my list.) Regardless, this pundit and political observer, believes there is some kind of perverse justice going on here. Many of the positions of power in the Delaware Courts have been filled with Skadden folks and I’m honestly surprised that no one besides me has noticed this potential Skadden domination within the Chancery and Supreme Courts in Delaware?? Please read the article below, which prompted this op-ed. Respectfully yours, Judson Bennett-Coastal Network  http://www.abajournal.com/news/article/biglaw-firm-defends-its-commitment-to-diversity-after-al-sharpton-criticism

BigLaw firm defends its commitment to diversity after Al Sharpton’s criticism

BY DEBRA CASSENS WEISS Skadden, Arps, Slate, Meagher & Flom is defending its diversity efforts after the Revs. Al Sharpton and Dale D. Dennis II criticized the law firm for having few racial minorities in its Wilmington, Delaware, office. Skadden responded with a Jan. 6 letter to Sharpton and Dennis saying the law firm has a long-standing commitment to diversity and inclusion, although its journey toward that goal is a work in progress. The firm outlined several of its efforts to attract minorities to legal careers and to hire and promote diverse lawyers. World Intellectual Property Review and Law.com have coverage. Those efforts include: Skadden also released this statement: “Diversity and inclusion are values upon which our firm was founded, and while there is more to accomplish in this area, we are steadfast in our efforts to build and maintain a world-class, diverse workforce that delivers the highest caliber work product to our clients. We agree with civil rights advocates that diversity on the bench and throughout the legal profession should be a priority in Delaware and globally, and we are proud that the first two female justices on the Delaware Supreme Court were attorneys from Skadden.” Sharpton and Dennis had expressed concern with a lack of diversity in Delaware courts and in the state’s prestigious law firms in a Dec. 30 letter to Skadden published by Above the Law. “While Skadden claims that ‘diversity and inclusion are fundamental to [its] success as a global law firm,’ its presence in Wilmington tells a different story,” the letter said. “According to Skadden Arps’ own reporting on law firm diversity, of the 72 lawyers in the firm’s Wilmington office, exactly one summer associate is black, while 9 of 10 partners are white. And of 49 full associates in the same office, just six are racial minorities.” The Dec. 30 letter said Sharpton and Dennis are commissioning a study on the state of diversity in Delaware’s legal industry.

Look, folks, if you have been paying attention in recent years, you’ll know that I am an advocate against some of the actions I have observed by the law firm of Skadden Arps. Indeed, after I saw, in my opinion, how they dominated the Chancery Court in the recent TransPerfect case, which made countless headlines from the procedures that took place in this Court over the past few years, I am simply amazed? It appears to me from the complaints I have received and the apparent incessant situation I have witnessed, that Skadden has possibly turned TransPerfect into their own monetary printing press! Outrageously, their billing of TransPerfect apparently continues to this day! I cannot understand this?

The Dover Post story below points out flaws in the Delaware courts and shows where change is needed. And chief among the offenders of this is the Skadden Arps firm, which, as I see it, is where these offenders learn their tradecraft and then move through the ranks of the Delaware Chancery Court and upper court system.

And now, on top of all of this, Skadden Aprs and Andre Bouchard’s Chancery Court is now facing racism charges and has been called upon by Reverend Al Sharpton to increase diversity and inclusion efforts. After Tamika Montgomery–Reeves’ move to Delaware’s Supreme Court, the Chancery Court is now back to its all-white status quo.



As an aside, Diversity Claims and Affirmative Action after years of it, are certainly not my priority, however, it is in the news and worth mentioning.

See the Dover Post story below for the changes being demanded at the Chancery Court.


We need more African American judges, pastors say

By Emily Lytle

Originally Published in the Dover Post: Jan. 15, 2020

Pastors and community members rallied outside Legislative Hall Jan. 15.

The Rev. Dale Dennis II of Hoyt Memorial C.M.E in Wilmington led a rally in Dover to advocate for more African American representation in Delaware’s courts. He said he is fighting for his young daughter.

“As a diverse state, we must begin to make sure that people can see themselves as the future and the right-now of America,” Dennis said.

He joined the Rev. Blaine Hackett of St. John Africa Methodist Church, the Rev. Alfred S. Parker Jr., president of Methodist Ministers’ Alliance, and several residents outside Legislative Hall as the Delaware Senate Executive Committee considered Paul Fioravanti Jr.’s nomination to the Court of Chancery Jan. 15.

Fioravanti’s nomination was later confirmed. He will replace Justice Tameeka Montgomery-Reeves who became the first African American judge on the state Supreme Court Jan. 3.



“Paul’s litigation experience and judgment will serve our state well on the Court of Chancery, our country’s premier venue for corporate litigation,” Gov. John Carney said in a statement. “I want to thank members of the Delaware Senate for considering and confirming his nomination.”

Hackett believes there needs to be a greater African American presence to speak up for the more than 60% of Delaware’s prison population that is black.

“Black folk, we are being pushed farther under the totem pole,” Hackett said. “We’re out here shedding our blood. We’re out here being beat and incarcerated at levels like no other race. And yet nobody is fighting our cause, championing our cause, very few.”

Four of the 34 justices who serve on the three highest courts in Delaware are people of color.

The rally came after civil rights activist the Rev. Al Sharpton was denied the opportunity to testify about diversity in the state’s courts at the hearing. He has visited Delaware to talk about this over the past several months and wrote to law firm Skadden Arps, calling for elite firms to do their part in advancing people of color in the legal industry.

“To say that I am disappointed I was denied the opportunity to testify before the Delaware State Senate on the matter of [Mr. Fioravanti’s] confirmation would be an understatement,” Sharpton said in a separate statement released to Delaware Business Now. “Diversity transferred is not diversity created or advanced. Delaware must do better. Governor Carney and the State Legislature must do better. I welcome the opportunity to discuss this issue further with them, and will not rest until we address this injustice.”

Representatives from Citizens for a Pro-Business Delaware attended the rally and supported the leading pastors.

“It’s disappointing the Senate chose not to hear from Reverend Sharpton, whose moral credibility on issues of racial justice is beyond question, but today’s rally showed just how important this issue is to countless Delawareans,” said Chris Coffey, campaign manager for Citizens for a Pro-Business Delaware.

Dennis said this is a change that cannot wait.

“We must continue to make sure that when our children look at our courts, our children see people who look like them and remind them of what their future can be and allow them to know that they can overcome any obstacle and they can achieve anything in the great United States of America,” Dennis said. “But, it starts with us holding our feet to the fire to say that it is absolutely important for us to make sure that our courts are diverse. And it’s time for diversity now.”

I was eagerly watching the college football national championship game this week. I’m a big fan and have traveled far-and-wide to see Delaware’s team play over the years. While watching the game, I thought about next season and couldn’t help but feel happy for the folks over at TransPerfect. The company — almost disbanded by Andre Bouchard’s Chancery Court — will take a victory lap of sorts.

Next year, TransPerfect will begin sponsoring a Top 10 College Football Bowl Game, “The Music City Bowl”in Nashville, Tennesse. The game will see a Southeastern Conference (SEC) team take on a Big 10 Conference team, in what should be a strong matchup. If you’re going to put your company’s hard-earned money on the line, this is the way to spend it, rather than spending millions on Skadden Arps’ billings, which continue to this day, to the tune of nearly six figures, on average, each month.

In my opinion, it’s shameful how Skadden Arps is raiding the corporate coffers over at TransPerfect. The company has to pay the bills without seeing them. No itemization. Nothing. Everything’s hidden like it’s Russia. How these bills continue to this day, nearly two years after the case has been closed, is beyond me! That must be maddening for CEO Phil Shawe, CFO Steve Tondera and the other executives at TransPerfect.

Last year in Wilmington, I was able to meet some of the executives and employees of this privately-held, fast-growing company. The group’s energy and enthusiasm was that of a company far younger than its almost three decades in business. After everything they’ve been through at TransPerfect, with, as I see it, Bouchard and Skadden Arps, raking them over the coals, this festive bowl sponsorship and the accolades that go along with it couldn’t be happening to a more well-deserving group of people.

As I look to the coming year, it’s heartening to see good things coming for TransPerfect, despite being treated so poorly by Bouchard, Skadden, and, in my view, some of our weak-in-the-knees Delaware legislators, who should be putting politics aside and making the needed law changes. Even well-known Reverend Al Sharpton has noticed something rotten at Skadden, writing a letter last week criticizing them for lack of diversity, especially in their Wilmington office!

As always your comments are welcome and appreciated.

How ridiculous is this? See the nutty story below for a story that’s not to be believed! It appears to me that the people at Skadden Arps are trying to blame TransPerfect because this law firm has too few attorneys of color in their Wilmington office. I wonder how ignorant Skadden and their former workers Andre Bouchard and Robert Pincus think the pubic is?

The TransPerfect case is still sealed up, two years after it ended and Skadden is still billing them! In my educated opinion, folks, this appears to be an attempt to hide and to divert attention away from their endless money-grab from this company by saying that TransPerfect is somehow responsible for Skadden having not being diverse enough? I don’t understand what’s up with the incessant billing, nor can I get an explanation from anybody on why it is still going on?

Look, at the end of the day, I’m an old guy set in my ways and diversity is not on my agenda of problems to solve in the world. I believe that you hire the person you feel is best suited for the job, regardless of color, race, religion or sexual orientation. As I see it, everyone should be somewhat suspicious of Skadden Arps and those Limousine Liberals that cruise around our justice system.

I’ve been watching this BS for a few years now and in my opinion, it seems they do not NOT value what they say they value. So whether it’s the non-stop money faucet from this company or playing favorites with former Skadden folks, who have moved on to positions of power in the Delaware court system, or it’s diversity in their own workplace, these guys, in my view, are not upfront.

What’s good for these guys is what’s good for them and no one else, as far as I’m concerned. They have a not-so-great track-record, not just in the U.S., but around the world. You think they’re worried about diversity in Delaware? I think they’re worried about money and cronyistic behavior. In my opinion, they’re counting on no one peeking too hard in on little-ole Delaware, while they have their way with court appointments, finances and running the show from Wilmington to Dover and everywhere in between??

I’ve been keenly aware of Skadden Arps because many of its former and current employees were involved in the TransPerfect case, which I have written about over the past few years. This law firm once employed Chancery Court Chancellor Andre Bouchard and former Chief Justice of the Delaware Supreme Court Leo Strine and of course the court-appointed custodian in the case, Robert Pincus.

The firm has doubled-down on that arrogance, in my opinion, by going after advocacy group Citizens for Pro-Business Delaware, after being faced with racism allegations from Reverend Al Sharpton last week. For the record, I can’t stand Al Sharpton! Regardless, Skadden issued a statement saying, while they are open to addressing “this systemic issue,” and they “reject attempts by Citizens for a Pro-Business Delaware” the statement says, “a group comprised primarily of employees of TransPerfect—to co-opt the conversation of diversity and inclusion in Delaware as a means to further their vendetta against our firm and former partner, who we represent in his capacity as the court-appointed custodian who oversaw the sale of TransPerfect.”

So, in my view, they cast blame and accuse wrongdoing while not taking on any blame or admitting any wrongdoing on their part. How about taking responsibility?

The Citizens group fought back, you’ll see in the story below. As far as Skadden is concerned, in my view, this is all shameful. Frankly , this diversity crap is ridiculous from both sides. I have felt that TransPerfect, Philip Shawe, and his mother Shirley Shawe all got a raw deal. Considering the conflicts of interest and in my view, continuing appearances of impropriety, is the real rub here!


Following Skadden Arps’ Criticism of Sharpton Call for Diversity at Top Law Firms, Citizens for a Pro-Business Delaware Responds

By Citizens for a Pro-Business Delaware

Published Jan 7, 2020 at 8:00 am | Updated Jan 7, 2020 at 4:02 pm

WILMINGTON, Del., Jan. 7, 2020 /PRNewswire/ —

Following Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates’ response to Reverend Al Sharpton’s recent call for top law firms, including Skadden, to increase diversity and inclusion efforts, CPBD Campaign Manager Chris Coffey has released the following statement:

“It’s not shocking in the least that the same firm responsible for suppressing the voices of those advocating for basic human rights in Ukraine would now shift its focus towards slinging mud at a 5,000-member grassroots organization seeking to improve diversity in the historically white and male Delaware court system. We spent over $1 million advocating for diversity in Delaware last year. What have they done?

Instead of addressing the fact that out of 72 lawyers in Delaware, Skadden has barely a handful of African American lawyers in a state that’s almost 30% black. Meanwhile, despite hollow promises to change their legacy on this, and be ‘steadfast in their efforts to build a diverse workforce,’ just one of their summer associates in Delaware – home to the nation’s busiest corporate courts – was black.

Skadden should take a long look at themselves and what they can do to be better, more honest, and more inclusive leaders in the legal community before throwing mud at those trying to break the status quo. It’s 2020 and it’s time legal industry leaders like Skadden Arps acted like it.”

I have written extensively about the TransPerfect case, how it was adjudicated, appearances of impropriety and conflicts of interest that I clearly perceive to exist, and the apparent, and in my view, incestuous situation that has developed over the years in Delaware’s “Good Ole Boy” legal system, seemingly protected by the Delaware Bar Association and the Legislature alike.

I have even written an article about what I think a good Delaware Judge should be like and the qualifications needed to be fair and effective. Frankly, I do not think Andre Bouchard should be a Chancellor, nor should Leo Strine have been a Chief Justice of the Supreme Court. For the record, Bouchard and Strine were former business partners in the infamous Skadden Arps firm. One thing for sure, the job of any Judge whether in Delaware or elsewhere is to be fair and impartial. Anything less than that is a form of corruption in my opinion. Never should lawyers, who are friends and former business partners of the presiding Judge, be allowed to enrich themselves through litigation and biased rulings.

That is what I think happened in the TransPerfect case and it is still going on: The purpose of Delaware’s Chancery Court is to dispense equity and fairness, never to enhance those who are or have been personally connected to the Judge. Similarly, Delaware’s Supreme Court, where appeals are considered is also supposed to be unbiased with the recusal of Justices who have possible conflicts of interest. Indeed, I have concluded that conflicts of interest from what I have observed in the TransPerfect case both in the Chancery and in the Delaware Supreme Court might actually exist.

Having observed what I believe are Andre Bouchard’s appearances of impropriety as Delaware’s Chancellor, I was struck and dismayed by the arrogance and rudeness exhibited by Chief Justice Strine in his treatment of esteemed litigator Alan Dershowitz, who was representing Shirley Shawe in the TransPerfect appeal. The upholding of Bouchard’s subjective ruling by Strine et al was flawed in my view and was seemingly an obvious rubber stamp for Bouchard’s unprecedented sanctions and biased rulings. Justice Karen Valihura in her dissent called the Chancery Court’s ruling an illegal “Taking” under the 5th amendment. Regardless, I was concerned by Strine’s apparent superior attitude and in my view pompous administration of his position.

What constitutes conflicts of interest and the need for recusal by the Judge in any legal proceeding? From the National Legal Institute, I was able to glean the following: 1) Any justice, judge, or magistrate shall disqualify himself in any proceeding in which his impartiality might reasonably be questioned. 2) Where he has a personal bias or prejudice concerning a party, or personal knowledge of disputed evidentiary facts concerning the proceeding. 3) Where in private practice, he served as a lawyer in the matter in controversy, or a lawyer with whom he previously practiced law and served during such association as a lawyer concerning the matter, or the judge or such lawyer has been a material witness concerning it. 4) Where he has served in governmental employment and in such capacity participated as counsel, adviser or material witness concerning the proceeding or expressed an opinion concerning the merits of the particular case in controversy.

I was recently contacted by Mr. James Martin, who was once a New Jersey lawyer. He apparently became a victim of an accident while riding his bike, lost his cases in lower courts and claims he was unable to appeal, because of Leo Strine’s conflicts of interest and failure to legally recuse himself. I interviewed Mr. Martin and to be absolutely sure to present his complaint accurately I insisted he give me his story in writing which I have preserved and documented in my archives.

According to Martin, to put it simply, Leo Strine failed to recuse himself when he should have, due to the fact that when he was serving as a government lawyer for then-Governor Carper, there were apparently overlapping issues involving the request for paneling temporary jurists to hear his appeal, because the official justices had already recused themselves. As I understand it, Martin feels that Strine prevented that from happening, creating an ongoing conflict of interest later on, when his appeal was tabled by Strine who refused to recuse himself when presented with absolute documentation of the legal grounds for his recusal. Mr. Martin sent me Strine’s official comment: “Indeed, I had no recollection of the 1996 correspondence until Mr. Martin’s motion brought it up, and even reviewing the letter [which bears my signature] now did not restore any memory of it. I am therefore satisfied that I can hear this matter free of bias.”

Well, folks, I say why not recuse himself and give Martin the benefit of any doubt?? The law is clear in that if there is any possible disparity or doubt, the Judge should recuse. Not Strine, who chose instead to be an ongoing negative force in Martin’s life. In the most recent case, Mr. Martin renewed the Motion to Recuse CJ Strine while he was active earlier this year on the Supreme Court of Delaware. He issued no decision on the Motion, even though it was filed within a few days after the appeal was docketed, and before any briefing. Instead, the case was closed, and the issue about whether a Motion to Recuse may be disregarded, without abridging a party’s due process, constitutional right, is currently docketed in the Supreme Court, at “No. 19-674.”

Folks, the bottom line is, according to James Martin, and if his forwards to me are accurate, Leo Strine had a duty to recuse himself. Indeed, by not doing so he created an unworthy and unjust situation for James Martin. Interestingly, this case is still before the Delaware Supreme Court and it is my understanding there is no statute of limitations. It is also my understanding that this case is in the Guinness Book of World Records as the longest pending case in U.S. history? The bottom line here is that a man who was entitled to a fair hearing and a fair appeal apparently did not get one? Strine, in his apparent arrogance, if indeed Mr. Martin is correct in his claims, did not allocate proper justice.

Leo Strine has recently resigned from the Supreme Court, six years before his term is up. Perhaps, all things considered, it was for the best and I say good riddance. I would be happy to see Andre Bouchard depart as Chancellor as well. As for Mr. Martin, good luck with your pending appeal. Maybe under Chief Justice Seitz, you will receive your long-awaited equity.

As always your comments are welcome and appreciated.

Folks, it’s amazing how sunlight acts as a disinfectant for corruption. TransPerfect won the right to see the bills in their Chancery Court case, but I think it’s only because they used a lawsuit in Nevada to successfully shed a spotlight on what Bouchard was doing, which in any other court would be deemed corruption in my view.

After four years, and, from what I understand from sources at the company, $14 million later, he is finally allowing TransPerfect to see itemized invoices from his old law firm, Skadden Arps for work allegedly performed by Chancery Court-appointed Custodian Robert Pincus.

That all sounds nice but the order has not been signed and in my view, there is no chance Bouchard is going to rule against his former colleagues at Skadden Arps and order them to produce a real itemized bill. If he did, he would risk exposing 4-years of court-sanctioned money siphoning from TransPerfect while also risking folks seeing potentially padded Skadden bills.

I think Bouchard wants the public to believe that he is being transparent, but nothing that has happened in this case has been transparent and there is no reason to believe anything would change now. Why has the court-appointed custodian wanted his bills to be hidden in the first place? And why did Bouchard threaten to hold TransPerfect in contempt with a $30,000 a day fine if they didn’t withdraw their lawsuit in Nevada? In my opinion, the only answer that makes sense to me folks is that there is something to hide.

If there is nothing to hide, why is the custodian fighting to keep his bills a secret? Why hasn’t Bouchard ordered him to turn over his bills without lawyers spending thousands of dollars telling him why? The only conclusion I can see is that in my opinion, Bouchard is protecting his Skadden-buddy Pincus.

If the court doesn’t order a custodian to turn over his bills to the company that is paying those bills, then there is no transparency. When will the corruption end?!

Please read the Delaware Business Court Insider article below, which recaps the initial news from Bouchard to open up Skadden’s bills. The story explains the latest events.

As always, your comments are welcome and appreciated.


TransPerfect, Shawe Win Bid to Access Details of Skadden Bills Incurred by Custodian

The ruling, which Bouchard said he planned to formally enter later this week, ratcheted down tensions in a two-state standoff between Shawe’s legal team and attorneys for Robert Pincus, the court-appointed custodian in what has become Delaware’s most vexing legal drama.

By Tom McParland | October 21, 2019

Andre G. Bouchard

Despite being held in contempt last week, TransPerfect Global Inc. has won its Chancery Court bid to access the details of bills being paid to the former Skadden, Arps, Slate, Meagher & Flom partner appointed to oversee the company’s court-ordered sale.

Chancellor Andre G. Bouchard said Monday that he would grant a request by the New York-based translation services company and its CEO, Philip Shawe, to see what type of work it was being charged for, as well as the billing rate, time spent and positions of the Skadden attorneys working on the case.

The ruling, which Bouchard said he planned to formally enter later this week, ratcheted down tensions in a two-state standoff between Shawe’s legal team and attorneys for Robert Pincus, the court-appointed custodian in what has become Delaware’s most vexing legal drama.

The latest spat centered on bills Pincus submitted for some expenses he incurred following the 2015 sale, including costs related to two lawsuits in New York state and federal court stemming from the sale.

Shawe, who won the court-mandated auction following a bitter battle with company co-founder Elizabeth Elting, argued that he should be able to see a full list of itemized expenses, and TransPerfect altogether refused to pay two disputed bills from June and July. The company then sued Pincus in its new home-state of Nevada, seeking a declaration that it was under no obligation to indemnify Pincus for his role as a former tie-breaking director of TransPerfect.

Pincus responded by asking Bouchard to hold TransPerfect in contempt for trying to undermine the Chancery Court’s exclusive jurisdiction over the case.

On Oct. 17, Bouchard agreed that TransPerfect had “intentionally and willfully violated court orders and said he would fine TransPerfect $30,000 per day if the company did not dismiss its Nevada suit by Monday. However, that ruling did not touch on TransPerfect’s gripes about Pincus’ billing.

In a brief telephone conference with counsel Monday morning, Bouchard said he would grant TransPerfect’s request out of “practical concerns” that TransPerfect had raised, even though he disagreed with the company’s legal analysis. Under the order, TransPerfect would be able to challenge the bills in court.

Nothing in the ruling, he clarified, was meant to walk back his ruling on contempt. “There’s a right way and a wrong way to do things,” Bouchard said. “Seeking to undermine the court’s exclusive jurisdiction in the wrong way.”

Attorneys for TransPerfect said after the hearing that they had gotten all they wanted with regard to billing and confirmed that they would, in fact, withdraw the Nevada suit before the end of the day.

Because of the victory today in Delaware, we are withdrawing the Nevada suit,” Shawe’s lawyer, Martin Russo of Kruzhkov Russo in Manhattan said in a statement. “There is no fine, no contempt, and there is finally going to be clarity on Skadden Arps’ billing, as we had called for.”

Shawe, likewise, said the ruling was a “major win for transparency and openness in the Delaware courts” and that Skadden’s billing would now be subject to “some level of review.” A spokesman confirmed that TransPerfect still intended to appeal last week’s contempt ruling.

Skadden, which represents Pincus, said the firm was “pleased with the court’s well-reasoned decisions, which adopt Skadden and Mr. Pincus’s position that TransPerfect and Mr. Shawe are in contempt, were in violation of applicable fee orders, and should be permitted access to invoices, but only in accordance with appropriate procedures.”

Monday’s ruling followed an escalation in rhetoric aimed at Bouchard over his handling of the TransPerfect case. Shawe and his team have been fiercely critical of Bouchard throughout nearly five and a half years of litigation. Last month, however, a TransPerfect-linked group ran a television ad in the Delaware market calling out Bouchard’s wealth and connections as part of a pressure campaign aimed at keeping him from being nominated to an opening on the state Supreme Court.

The Delaware legal community was swift in its condemnation of the ad and its message, calling it nothing more than an unwarranted attack seeking retribution against the chancellor.

Shawe’s spokesman has denied any involvement on the part of his client, and the group’s leader said it had taken no money or direction from Shawe.

Still, Russo said last week that Bouchard has a “bone to pick” with Shawe.

“Why hasn’t the chancellor recused himself,” he asked rhetorically, in a statement.

Bouchard did say Monday that he would wait until at least late Wednesday to officially enter his billing ruling, after David Finger, Shawe’s Delaware counsel, said he would be withdrawing from Shawe’s team.

Contacted by phone Monday, Finger, of Finger & Slanina, said his decision was related to “confidential attorney-client” interactions, but declined to comment any further.

An attorney for TransPerfect said he believed “there is something in the works” and that Shawe planned to substitute counsel within one to two days.

This is outrageous, folks! A $30,000 a day fine for TransPerfect CEO Philip Shawe imposed by Delaware Chancery Court’s Chancellor Andre Bouchard. Look how badly it seems they want to hide these bills! They’re willing to try to override the Nevada court, where this first started. They are willing to throw away a contract that says TransPerfect gets to see the bills and pretend the contract doesn’t exist. And they’re willing to go for “Contempt”charges, which is nearly unheard of! See the New York Law Journal story below for the sordid details.

What is Skadden and Andre Bouchard so desperately hiding? As I see it, we already know they didn’t do the work, which we heard from the testimony from TransPerfect CFO and employees. Are they really that desperate to hide the truth from the public? I’ve never seen such blatant circling of the wagons!

Bouchard and the Delaware Bar Association are in my opinion doing the dirty work for Skadden Arps. The sad truth is that the truth will probably never come out. In Bouchard’s court, protection will set you free, but apparently not the truth. It isn’t so bad if you’re the one being protected, is it?! If you’re not among the protected, you’re done for, apparently? The blatant bias and appearances of impropriety are astonishing in this ongoing, legal saga.

I think this is outrageous! Do you?! Let me know your thoughts.

Scroll down for the story…


Shawe, TransPerfect Hit With Sanctions by Del. Chancellor Over Custodian Billing Dispute

Thursday’s ruling was the latest turn in Philip Shawe’s long-running feud with the Chancery Court and its appointed custodian, even after he secured full control of TransPerfect in a 2018 court-ordered auction.

 By Tom McParland | October 17, 2019

Chancellor Andre Bouchard on Thursday held Philip Shawe and TransPerfect Global Inc. in contempt for refusing to pay the bills of the court-appointed custodian charged with overseeing the company’s forced sale in 2015.

In a 37-page memorandum opinion

(https://courts.delaware.gov/Opinions/Download.aspx?id=296570)

Bouchard said Shawe and his profitable New York-based translation-services company “intentionally and willfully” violated court orders and sought to use a Nevada lawsuit to undermine the Chancery Court’s exclusive jurisdiction over the years-long dispute.

Bouchard’s ruling required TransPerfect to pay all of custodian Robert Pincus’ fees and expenses, and ordered the New York-based firm to pay a $30,000-per-day fine if it does not dismiss the Nevada suit by Oct. 21. If the case remained pending as of Oct. 31, Bouchard said he would consider ratcheting the sanctions even higher.

“Awarding this sanction is particularly appropriate given the intentional and willful nature of the contempt violation, including respondents’ insistence on pressing its prosecution of the Nevada action in the face of the contempt proceedings,” he said. Thursday’s ruling was the latest turn in Shawe’s long-running feud with the Chancery Court and its appointed custodian, even after he secured full control of TransPerfect in a 2018 court-ordered auction. Shawe has been fiercely critical of Bouchard’s

handling of the case and has publicly advocated for increased transparency on the Chancery Court.

Last month, a TransPerfect-linked group ran an ad targeted at Delaware viewers of CNN calling out Bouchard’s wealth and connections in a pressure campaign aimed at keeping him from being nominated to an opening on the state Supreme Court. A spokesman for Shawe has denied any involvement, and the group’s leader said it had taken no money or direction from Shawe.

The latest legal spat centered on bills Pincus submitted for some expenses he incurred following the sale, including costs related to two related lawsuits in New York state and federal court.

Shawe refused to pay, saying that it should be able to access itemized expenses detailing the charges. In August, the company sued in its new home state of Nevada for a declaration that it is under no obligation to indemnify Pincus for his role as a former tie-breaking director of TransPerfect.

Pincus, for his part, called the suit a “vexatious” attempt to justify Shawe’s “flagrant violation” of the Chancery Court’s previous orders, and asked Bouchard to hold Shawe and TransPerfect in contempt by assessing “meaningful” monetary sanctions, as well as an anti-suit injunction to protect the Delaware court’s jurisdiction.

Both sides argued the motion Oct. 10 in a hearing that stretched on for

approximately three hours.

Bouchard said Thursday that the Nevada complaint misrepresented Pincus’ role as a former director, rather than a custodian overseeing the company’s sale.

“Putting aside that this distinction is legally irrelevant to the applicability of the indemnification and compensation provisions in this court’s orders,there is strong evidence … that respondents knew they were concocting a false narrative in portraying the custodian’s role in this manner,” Bouchard wrote.

“Respondents did so in an apparent attempt to circumvent the exclusive jurisdiction provision in the final order … by suggesting that the indemnification provisions in this court’s orders would not apply to the custodian’s service as a director,” the ruling said.

Bouchard said the company and its attorneys then “doubled down” by continuing to press the lawsuit in the face of the contempt motion in Delaware.

Skadden, which represents Pincus, said Shawe and TransPerfect had been “rightly sanctioned” for pursuing “meritless claims” in Nevada.

“Once again, Shawe’s attempt to ’cause pain’ to others through frivolous litigation has backfired against himself and TransPerfect,” the firm said in a statement.

Martin Russo, an attorney for Shawe, meanwhile, slammed the ruling as “devoid of merit.”

“Today’s decision is weak on the law and avoided the pink elephant in the room —Pincus’ steadfast refusal to show the company why it is being billed tens of thousands of dollars with the promise of higher amounts in the future,” he said in a statement.

 “The chancellor’s decision today was activism intended to arrive at a conclusion which is not borne out in his orders or the documentation—that is, [that] he now says everything Pincus did as a director was also done as a custodian,” Russo said, promising that “strong appeals will be forthcoming.”

A spokesman for Shawe did not say when or if TransPerfect would begin paying the fines or whether it planned to have the Nevada suit dismissed by Monday’s deadline.

 

https://youtu.be/CmQuWKDad_I

 

Citizens for a Pro-Business Delaware support diversity on the state’s Supreme Court. Chancellor Andre Bouchard is out of touch with normal Delawareans, and should not be the next Chief Justice of the state’s highest court. Delaware deserves transparency, equity, and diversity in its court system. Join the movement at http://www.delawareforbusiness.org/join-our-efforts.

If Former Vice President Joe Biden Doesn’t Win, Delaware Democrats Can Point the Finger at One Person: Andre Bouchard I told you so, folks! You heard it here first. You can’t go around doing, what I clearly see, as stealing $250 million and not expect to be held accountable for it! Andre Bouchard has led his band of cronies, happily, as I see it, milking a very-profitable, not-at-all “dysfunctional” and, in fact, quite successful company for millions upon millions of dollars. Did they think no one was watching? Did they think no one would see this injustice happening over the past few years? You read it here first folks and now you’re reading about this story EVERYWHERE! CBS, Bloomberg News, U.K.’s Daily Mail (see below). This story is not only getting national headlines, it’s getting international headlines and it’s being talked about as the Democratic debates are about to heat back up and Delaware’s own Joe Biden and Democratic presidential hopeful Elizabeth Warren are both part of this international story! You can’t have $250 million being siphoned off over the past few years from a very successful company without serious ramifications. While that money may have gone from TransPerfect to many lawyers associated with Andre Bouchard, and his comrades– Bob Pincus of Skadden Arps, Kevin Shannon of Potter Anderson, and Stephen Lamb of Paul Weiss — and now that missing money is now sparking a controversy the likes of which Delaware has never seen before! Folks, as I see it, we owe all of this negative attention and unflattering notoriety to Chancellor Andre Bouchard. What’s happening is Shirley Shawe, the 79-year-old shareholder at TransPerfect and mother of CEO Philip Shawe, is fighting the “Good Ole Boy’s Club” and taking on the role of an Anti-Chancery Court, Corruption activist. By doing so, she’s holding former Vice President and current 2020 Democratic Presidential candidate Joe Biden accountable for his blind support of Bouchard’s Chancery Court. This isn’t the first time she has taken on Chancery Court Corruption. Here are two examples of Shirley Shawe turning to the airwaves to fight Delaware Chancery Court corruption: I’ve been forewarning about this, pounding the table, and demanding action from the legislature for the last few years. In my opinion, Chancellor Bouchard is undermining our State’s reputation and is detrimental to our entire state economy. I applaud fellow senior-citizen Shirley Shawe for having the courage and grit to take on the establishment cronies. As always, your feedback is welcome!  

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 place

By 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.

What is a Court of Chancery?

Chancery courts began with petitions to the Lord Chancellor of England, and developed into a parallel legal system along with common law courts. Chancery dealt with issues of equity, or what is fair, rather than matters of law, and had a looser set of rules to speed to pace of proceedings. Instead of judges, they had chancellors, and had jurisdiction over trusts and estates, guardianship over children and ‘lunatics’. They also handled lawsuits requesting something other than financial damages, such as an order requiring a party to perform a specific act. Some states in the early U.S. republic replicated this dual legal system, but the two systems were merged in England in 1875. Today, the U.S. Bankruptcy Court operates as a court of equity at the federal level, and several states maintain separate court systems for matters of law and equity. Delaware, Mississippi, New Jersey, and Tennessee still make a distinction between a ‘court of law’ and chancery court.OPINION My Readers Respond! And they Don’t Like the Stench Coming From Delaware’s Chancery Court Dear friends, As you can see from the responses below, informed Delawareans don’t want what they’re seeing, and what I believe is happening: It apparently seems that a corrupt, Chancery Court Chancellor is single-handedly dismantling our State’s reputation. I sincerely thank you for your feedback on this amazing story that continues to draw national media attention. With over $250 million of company and shareholder money unaccounted for, much of it ordered to Bouchard’s former law firm Skadden Arps, this is in my view, perhaps the largest case of court corruption in United States history. TransPerfect has not been permitted access to the bills that have been ordered by Bouchard to be paid. Want an example of how corrupt I believe Pincus and Skadden are? Nearly two years after the case has been closed, TransPerfect is still paying millions annually to Skadden Arps. I know this is hard to believe, but this is the information I am receiving from my reliable sources in the company. To receive a “litigation hold notice” — which I am told is a one-page standard letter — telling parties in law suits to preserve evidence – Skadden Arps charged TransPerfect a whopping $140,000. It is insane that Bouchard thinks he’s powerful enough and untouchable enough that he can just seem to rub corruption right in the face of the public by condoning what I see clearly as court-sanctioned theft. Below are a few of your recent responses that I have cut and pasted directly into this article. I have removed the last names to protect the individuals from possible reprisals by Bouchard, Pincus, Shannon, Strine and their powerful network of cronies: Here is how Delawareans feel about these recent events: 1) From Pete: For Bouchard to hold TransPerfect, et al in contempt only looks like a cover-up. This is corruption and it looks like these boys have a nice little act going. Skadden Arps is notorious for their iffy operation! Bouchard and Pincus are part of it! Thanks for your great work. -PETE 2) From Sarah: Thank you for your wonderful coverage of this. Bouchard must be investigated! Sarah 3) From Alfred: Judson, I believe there has to be an investigation by the Delaware Senate? Alfred 4) From Chris: This Judge Andre Bouchard has got to go! Thanks for keeping us informed! Chris 5) From Paul: Interesting commentary. I wonder if the Nevada Courts will come into conflict with the Delaware Courts and will the Chancery’s attempt at a Contempt charge be valid now that TransPerfect has moved its corporate headquarters? Regardless, the system is layered with back-covering throughout. 6) From John: Dear Jud, They apparently are all in it together. Nobody has ever addressed the Chancery Court’s operation like you have. We in Delaware always prided ourselves on a pristine state with positive economics and honest courts. These appearances of impropriety are shocking. Keep up the great work. JOHN 7) From Tom: Judson, It seems in life, if there are loopholes people always find them. If there are flaws in the law, they find a way to be corrupt. The integrity of the justice system must be upheld at all costs. This stuff is outrageous and very disturbing. Thanks for writing this. TOM 8) From Patty: Jud, Your great work is the talk of the town. This is amazing — you can’t make this stuff up. How does this guy Robert Pincus think he can get away with this? Bouchard must be so arrogant and comfortable in his position to operate the way he does. Who has the guts to do what is necessary??? Jud you are something else. LOL. All the best to you and keep it up. PATTY 9) From Dennis: VERY INTERESTING! 10) From Laurence: Hey Judson, How can this happen? It seems logical that TransPerfect’s lawyers need to start talking to the AG’s office?? 11) From Richard: Remember the old saying, you can’t beat city hall. It is such a shame that we now have to be suspicious of an institution that was once so respected. I feel sorry for Mr. Shawe to have to go through this BS. Thanks for all you do. All the best, Dick 12) From Doug: Judson, This is scary stuff when the people we have to go to receive justice, could be corrupt. I won’t incorporate in Delaware anymore. Doug 13) From Laurie: An amazing and thorough expose of something that needs to be exposed. What a story—there is a movie in this for sure. We wait for the outcome. Keep up the great work. Laurie 14) From Sally: Judson, My first time responding to you in quite a while. This is heavy stuff. It seems that Bouchard is attempting to use every angle to maintain control and cover his tracks. The only way change will be made in the judicial system is for Delaware to make political change. You have done an excellent job bringing this to light. Keep up the good work. I ask you, folks, who are seeing what’s happening here, could Andre Bouchard actually be attempting a cover-up? Will the Nevada courts rule in favor of TransPerfect? Can Chancellor Andre Bouchard actually and legally withhold evidence on the un-itemized and unexplained invoices in the amounts of millions of dollars submitted by the law firm of Skadden Arps? The appearances of impropriety are mounting and you the citizens of Delaware are demanding action! I appreciate your interesting feedback; please keep your responses coming! We are making a difference! Respectfully Yours, JUDSON Bennett-Coastal Network

OPINION

Dear Friends,

Folks, more developments are happening with the Skadden Arp’s law firm and Chancery Court Chancellor Andre Bouchard, who in my view, are working collaboratively to continuously bilk TransPerfect, nearly two years after the case!

What happens when you demand to see Skadden Arps’ bills after being Court-Ordered to pay the Chancellor’s friends millions blindly? Well, if you demand it in a fair forum like Nevada, what happens? Suddenly Skadden Arps — seemingly to hide their bills and deflect from allegations of massive over-billing — runs to their “never-lose-a-motion” buddy Bouchard, in what I see as a home-court advantage, that in my book violates every principle on which United States Justice is based.

Skadden Arps, Bob Pincus, and Andre Bouchard appear to be desperately trying to deflect attention from what I’ve seen as the real issue all along: Skadden Arps, show your bills!!! To the public, to the payor TransPerfect, to someone, anyone?

If you did the work you say you did, why engage in a deception and deflection, “Contempt” motion? Just show your ordered and itemized bills. It’s obvious to this journalist and my confirmed opinion, that your buddy Bouchard gave you a blank check and you possibly misused it!

In my opinion, TransPerfect should not have to defend a “Contempt” motion, being made so Skadden and Bouchard can divert attention from the real issue: Ordering TransPerfect to pay Skadden Arps millions after the Custodian retired, with apparently no explanation whatsoever.

Folks, it is my belief that Bouchard’s Chancery Court reeks of rampant appearances of impropriety with disconcerting suspicions of collusion and corruption.

Something must be done and I see from the onslaught of feedback you’ve been generously sending, it’s resonating with you as well. I’ll share the excellent feedback with you soon. Keep it coming! Together we can do something important here and bring about change in Delaware’s Court of Chancery.

Please stay tuned because yours truly will keep investigating and sharing with you frequently.

Respectfully yours,

JUDSON Bennett-Coastal Network

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

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

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

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

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

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

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

The Fourth Firm—HERE IS THE RUB FOLKS :

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

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

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

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

http://www.delawaretoday.com/Delaware-Today/November-2015/The-Business-of-Law-Meet-the-New-Leader-of-the-Court-of-Chancery/

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

The Cover-Up!!!

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

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

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

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

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

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

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

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

Scroll down to read this article:

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


FEBRUARY 13, 2017

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

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

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

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

IMPORTANT !!!!!

I am asking you to click on this link and watch this video:

Please take a quick look and let me know what you think. I am preparing a feedback piece. Send your comments as soon as you can, as the response has been strong! I would like to thank the legislators who have responded as well, and I want your voice to be heard too!

15 minutes into it you will see me asking a probing question.

I believe that Delaware’s absolute, basic, economic, moral, and ethical future is at stake here!

The link will take you to a video showing the beginning of an important movement! It started with a press conference (shown in the video) that is going to affect the future of Delawareans for years to come!

https://videopress.com/v/xHHMEsRd

I attended the press conference in front of the Court House in downtown Wilmington, Delaware on July 10th. The “Citizens for Pro Business Delaware” event was led by their Chairman, Chris Coffey.

Thank you for taking the time to view this important video.

https://videopress.com/v/xHHMEsRd

Your comments are welcome and appreciated!

JUDSON Bennett-Coastal Network

I had the unique experience of covering an unusual day for Delaware and the Coastal Network, on Wednesday, July 10, in Wilmington, Delaware. It involved a rousing and heavily attended press conference, a fascinating hearing in the Court of Chancery with Andre Bouchard presiding, and a fabulous party and TransPerfect summer celebration at the Hotel DuPont later that night. The activities began about 12:30 PM with a Press Conference — in 90 degree heat that felt like 105 degrees with unbelievable humidity — in front of the Delaware Court of Chancery which was organized by the “Citizens for Pro Business Delaware.” This group, led by articulate activist Chris Coffey, has 2,700 members, made up of TransPerfect employees who were negatively impacted by Bouchard’s decisions along with other concerned Delaware citizens. The group now appears to be dedicated to making changes to modernize the controversial rules governing Delaware’s Chancery Court. Having covered the TransPerfect case for years, and Andre Bouchard for even longer, I was pleased to take the opportunity to observe all these players face off live and in person. During the press conference on the front lawn of the Chancery Court, yours truly, like a dummy, chose to wear a dark suit — and the Delaware establishment almost had their wish for my complete demise, as I was about to pass out from the heat. Weather and wardrobe aside, I was extremely impressed with Coffey’s platform and passion. It is unquestionable that this group shares my desire for increased transparency in the Court of Chancery, as they are proposing much needed common sense reforms. In my opinion, the legislature cannot act quickly enough to decrease perceived (or actual) corruption surrounding the Court’s activities. The obscene and disgraceful court-ordered looting of TransPerfect continues!!! Skadden Arps gets paid more in a month for secretive and undisclosed “legal services” than normal people make in a year. It appears to me that Skadden and the judges are truly modern day Pharaohs, living extravagantly off the sweat of the thousands of innocents. I believe without a doubt that these (potentially, colluding, former law partners, “Bouchard and Strine”, both Skadden alumni) are truly a biblical plague on Delaware’s reputation. During Bouchard’s tenure, our once-great state has dropped to a dismal 48th out of our 50 U.S. states in overall business confidence, and after 15 years as the undisputed #1 in business litigation, we fell to #11. I challenged Coffey with the following direct question, “Sir, do you think the fact that Chancellor Bouchard engaged in “boondoggle”, travel excursions with one-side’s attorney during the decision-making phase of the TransPerfect case actually created a conflict of interest and an appearance of an impropriety?” Coffey’s answer was firm and unequivocal, “Absolutely-YES!” Folks, for those of you that couldn’t hear Chris Coffey’s speech live, I am telling you his answer and his entire speech sounded statesman-like and remarkably credible. I believe this group represents the best chance Delaware has for reform, positive change, and a fresh start — but, they must defeat a well- off Bouchard and his establishment, “good old boys” club to get it done. Make no mistake, there will be a significant battle for Delaware’s; future playing out in the 2020 election! Buckle up!!! I then observed the Chancery Court argument. Former TransPerfect co-CEO Elizabeth Elting’s attorneys (after Bouchard handed them a $400 million check) are arguing for another $200,000. With each side lawyered up, according to the TransPerfect employees I interviewed at the Court House, this hearing will cost over $500,000 for each litigant. What judge allows $1 million to be spent to argue over $200,000??? So again, I expect payola is responsible for why this Chancellor would even have this hearing at all. In my view, it might be because his lawyer buddies could bank yet another payday on the backs of the dedicated, TransPerfect employees. It’s shameful and disgraceful!!! In a packed courtroom, with many TransPerfect employees who believe they are all victims of Bouchard’s corruption staring at the Chancellor, I had two observations worth mentioning that won’t be found in any other transcript: 1) Bouchard appeared judicial and didn’t even resort to his biased name-calling. 2) His best pal Kevin Shannon of Potter Anderson said ABSOLUTELY NOTHING and left via a secret exit to avoid my questioning. If someone hadn’t seen Bouchard in action before this hearing, they may have mistaken him for actually being an ethical judge on this specific day. I guess when there are a courtroom full of antagonistic folks staring you down, it must engender self-reflection. Like the many TransPerfect employees, I will wait for the ruling — but having seen Bouchard’s judicial antics for years, I’m not sure this subjective Judge will ever rule against his best buddy, Kevin Shannon, no matter what facts are presented. Then the fun began with a huge TransPerfect party with a fancy sit-down dinner at the Hotel DuPont. At least 300 people packed the place to celebrate that TransPerfect had survived Bouchard’s “DISSOLUTION” order, and despite these trials and tribulations, is still doing quite well as a company. (Never did their revenue slow, not even during the case.) Besides TransPerfect employees, participants included concerned Delaware citizens, a great band, the winning legal team ( including Alan Dershowitz), Villanova basketball star Kris Jenkins, Super Bowl Champion Philadelphia Eagles tight end Brent Celek, Cindy Green – Registrar of Wills office in Sussex County, Delaware Senator Colin Bonini, Sam Waltz of The Delaware Business Times, and to top it all off, a great show by Saturday Night Live star Colin Jost. TransPerfect CEO Philip Shawe gave a gracious speech, praising all of his employees for their dedication and loyalty. Without a doubt, this man has earned the love and respect of an army of people over his 27 years in business. No one should spend their whole life building a company, and have court corruption seize it and try to auction it off to a competitor. These employees were great, happy, and thankful to still have jobs. During the evening, it really hit home to me how much Bouchard’s obvious lies and defamatory name-calling must have hurt these families over the Chancery’s 5-year occupation of TransPerfect. Bouchard called these hard-working normal folks “Dysfunctional” — In my view, this grotesque misrepresentation, was made so he could take over the company and enrich his friends. Its just unacceptable!!! Make no mistake folks, what happened to TransPerfect in Delaware wouldn’t even happen in Russia — it’s disgusting. Regardless, I saw a company on Wednesday night that had overcome perceived corruption, while keeping the American Dream alive for themselves, and hopefully for entrepreneurs all over the world. Delaware’s business future however, will be in the hands of our Elected Officials. Lastly and on a personal note, it was gratifying for me, as I was actively acknowledged by the employees — many who felt they were silenced and oppressed by Chancellor Bouchard and Skadden Arps Custodian Bob Pincus. They felt that I have helped give them a voice through my reporting. I told them I am honored to shine a light on injustice and corruption, and that I will continue to do so for my readers. As always your comments are welcome and appreciated. Yours truly, JUDSON Bennett-Coastal NetworkOPINION Dear Friends, Wow, Leo Strine, Chief Justice of the Delaware Supreme Court, protégé, intern, and protector of Chancellor Andre Bouchard and law partner with him at Skadden Arps (the infamous law firm, which has been fined by the U.S. government for illegal lobbying), is stepping down with half his term unfinished! I wonder if the shame and disgrace of the perceived TransPerfect heist happening under his watch had played a role? Could he have been forced out based on Delaware’s plummeting rating for business and also possibly because of allegations of serious irregularities?? Could a scandal be coming that Strine knows about??? Strine, in a nonsensical majority opinion, upheld Bouchard’s ridiculous rulings on appeal because as I see it folks, he’s Bouchard’s pal in fleecing TransPerfect under the guise of “deadlock” at a wildly successful corporation. Remember, the only female jurist, Justice Valihura (a non-member of the old boys club) wrote a brilliant dissenting opinion establishing the illegality of Bouchard’s ruling under Delaware law and the U.S. Constitution. While he may have political ambitions, in my opinion, these are a pipe-dream based on the many skeletons in Strine’s closet. Further, in my view, TransPerfect has defined his and Bouchard’s administrations. As I have been saying for the past few years, their handling of this case from my perspective has been a disgrace, a farce, and the shame of Delaware. Make no mistake, in my mind, TransPerfect is huge part of the reason Strine is stepping down. Could Strine know something is amiss? He and Bouchard, very plainly in my view, usurped and engineered the outcome of the TransPerfect case to enrich their former law partners and good ole boy cronies. To me, Bouchard is clearly the puppet master, and still in charge of his former underling, Strine. Delaware would be a thousand times better off if Bouchard would agree to step down as well. Regardless, they both reek of improprieties in my opinion. Good riddance Strine! Please feel free to take, what I consider, your “Bonnie & Clyde” partner, Andre Bouchard with you! Let’s make room for Karen Valihura as Chief Justice!!! She makes her decisions based on respect for the Constitution and the rule of law. She is the polar opposite of Strine and Bouchard, honest and dedicated. Valihura has the endorsement of the Coastal Network, that is for sure. To my way of thinking, Strine and Bouchard are a disgrace. I will continue to share that opinion. One down, folks. One to go! The Delaware Judiciary needs a fresh start! Please read the breaking news article below from the “Delaware News Journal” and Sam Waltz’s article in the “Delaware Business Times” (written in May!) just below it. As always your comments are welcome and appreciated. Sincerely yours, JUDSON Bennett-Coastal Network https://www.delawareonline.com/story/news/2019/07/08/leo-strine-delaware-supreme-courts-chief-justice-steps-down/1672795001/

Leo Strine, Delaware Supreme Court’s chief justice, to step down

Delaware News Journal Published 3:43 p.m. ET July 8, 2019 | Updated 4:08 p.m. ET July 8, 2019 Leo E. Strine Jr., Delaware’s witty and sometimes controversial Supreme Court chief justice, is stepping down from the bench with about half of his term remaining. Strine delivered his resignation letter to Gov. John Carney on Monday, stating that he plans to retire in the fall. The press release from the governor’s office did not detail why Strine plans to step down. Strine’s spokesman said the chief justice is on vacation and not available for comment. “I can say to you with confidence that the judiciary of this state is strong, that we are addressing our challenging and diverse caseloads with diligence, skill and dispatch and that we are continually looking for new ways to serve the people of Delaware even more effectively,” Strine wrote in his resignation letter. He was nominated to a 12-year-term by former Gov. Jack Markell in 2014, replacing former Chief Justice Myron Steele. During his tenure, the court invalidated the state’s death penalty and ruled on controversial land use issues including the development of Barley Mill Plaza in Greenville and weighed in on billion-dollar business disputes. Delaware Chief Justice Leo Strine in March 2015. (Photo: The News Journal) Before his appointment to the state’s highest court, Strine served as a judge and chancellor on Delaware’s Court of Chancery from 1998 where he developed a reputation as a huge personality in the world of corporate law. Delaware Supreme Court Chief Justice Leo Strine questions an appellant before the court. (Photo: XERXES WILSON/THE NEWS JOURNAL) Strine grew up in Hockessin and, in the private sector, was a corporate litigator for Skadden, Arps, Slate, Meagher & Flom, one of the largest law firms in the country. Prior to his time on Chancery, he was counsel to former Gov. Tom Carper, who is now a longtime Delaware U.S. senator. Rumors of his potential departure have been circulating for months, partially fueled by him not hiring legal clerks for the upcoming court calendar. His stepping down begins a process in which current Gov. John Carney will nominate his successor, a dance that will be watched closely by legal and corporate circles around the world given Delaware’s prominence in business. NEXT ARTICLE BY SAM WALTZ:
Sam Waltz: Strine to Retire Soon?

Sam Waltz: Strine to Retire Soon? May 13, 2019 on Hon. Leo Strine Jr.,

By Sam Waltz (Founding Publisher) in Delaware Business Times The widely anticipated early retirement of Delaware Supreme Court Chief Justice Leo E. Strine Jr. seems to be the state’s “worst-kept secret,” rivaling Joe Biden’s 2020 presidential hopes, and is being discussed openly in some of the state’s loftiest circles. I’ve reached out to the Chief Justice for comment. I’ve not heard back from him, and frankly I didn’t expect to. He’ll make his announcement on his own schedule, and he deserves to. He’s accomplished a lot for a mid-career legal counselor, just 55, even more than prestigious jurists 20 years older. But failing to recognize and perhaps even memorialize the rampant speculation would be journalistic malpractice. So, at the risk of preempting His Honor, here we are. (I’ve known Leo’s mother and father, a banker and a wealth manager respectively, for years, even longer than I’ve known Leo, but I’d never put them in the awkward position of asking them about it.) Buttressing this massive speculation — which I first heard two months ago — is the fact that he has not hired any clerks for the court’s next calendar year, which begins in September . Ordinarily that occurs before the end of the previous year, when such clerks are interviewed and hired. They are prestigious positions, and, in Delaware, it’s not unusual for former clerks themselves to ultimately ascend to the bench. So far, I’ve chatted about this with some of the state’s highest officials and former officials, about a dozen of them, in the judiciary, in Legislative Hall and even in the lobbying corps and prominent members of Delaware’s bar. Everyone seems to have had heard it, but each asked for anonymity — no one wants to get caught spilling the Chief Justice’s secrets — and then went on to discuss it openly. Chief Justice Leo Strine assumed office on Feb. 28, 2014, succeeding retiring Chief Justice Myron T. Steele. Previously, he’d served on the Court of Chancery since 1998, appointed there by Gov. Tom Carper, whom he had served as legal counsel. He ascended to head the court as Chancellor in 2011, before he was moved to the Supreme Court in 2014 by Gov. Jack Markell. (Note, too, that in Delaware, even going on the Bench requires significant ambition. Attorneys must apply to the Judicial Nominating Commission, be interviewed, and be recommended to the governor for the position. It’s not a process for the reticent or modest!) He earned a bachelor’s degree from the University of Delaware, and his law degree from the University of Pennsylvania. He grew up in Hockessin, where his parents and his family still live, and he graduated A.I. du Pont High School in Greenville. He served in some prestigious legal clerkships himself and worked for the prestigious Skadden Arps firm before joining Gov. Carper. The two big questions on all minds now seem to be … • When will he announce his retirement? • What will he do next? Dealing with the second question first, two things are mentioned. First, people with his background and accomplishments make a huge personal financial sacrifice in serving on the bench, although it does advance their billing rates when they re-enter private practice. It’s not out of the realm of the expected to anticipate that Chief Justice Strine could and would pull in $1 million a year, perhaps even more, in private practice. And part of the speculative reason is that he’s at the stage with young adults heading off to college, so his family would benefit from the change. Beyond that, though, one or two speculated that he really wants to be governor one day, and a lucrative legal career would secure his family’s future for a return to public service in an elected role. Certainly, he’ll have some competition if he runs in 2024 when the Democrat establishment thinks Gov. Carney will complete his second term. Lt. Gov. Bethany Hall-Long, U.S. Rep. Lisa Blunt Rochester, Insurance Commissioner Trinidad Navarro and Rep. Bryan Townsend are among the dozen or so names prominently mentioned as prospective Carney successors. As to the question of when he’ll announce, well… Speculation centers on the Delaware Bar Association’s annual Bench & Bar Conference, convened at the direction of the Chief Justice himself, this year at 8:30 am on June 14 at the Chase Center on the Riverfront. Interestingly, theme of this year’s conference is “Pathways and Reflections: Adventures in Law.” “All of us think it will be there, at the Bench & Bar conference,” said one of the state’s highest-placed officials. “Many of us will already be standing, so Leo will automatically have a standing ovation when he announces.” Historically, that conference had an afternoon-evening component, and that would have taken place later in the day. This year, it starts in the morning, so we’ll see what works out.

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??!

Potter AndersonFolks, 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:

Shannon / Bouchard / Strine Boondoggle Calendar

(and these are just the one’s we know about from Google?!?)

 


 

Berkley Boondoggle – Sept. 18, 2018

Shannon, Strine, and Bouchard

 


 

New Orleans Boonboggle – March 15, 2018

Shannon, Strine, and Bouchard

 


 

Berkley Boondoggle – Oct. 26, 2017

Shannon and Strine

 


 

New Orleans Boondoggle – March 17, 2016

Shannon, Strine, and Bouchard

 


 

Chicago Boondoggle – April 29, 2016

Shannon and Strine (and only 2 others)

 


 

Delaware Dinner – Dec. 5, 2014

Shannon, Strine, and Voss (works with Pincus at Skadden)

 


 

Boston Boondoggle – Nov. 13, 2013

Shannon and Strine

 


 

Re-living the Disney Case – May 16, 2018

Bouchard and Shannon’s Co-Counsel on the TransPerfect Case, Kramer Levin (Gary P. Naftalis) – The only non-Delaware person – Wonder why he was so motivated to come down?

 


 

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.

The wave of public opinion demanding that Chancellor Bouchard be held accountable, for what I and many others view as illicit activity, is transforming into a full-blown tsunami. Below, I have chosen 10 recent responses to share with you, but I could be sharing 100.

As you will read below, the groundswell of Delaware citizens who are writing to me about being fed up with Bouchard seemingly feathering the nest of his former law partners at Skadden Arps and other cronies, have reached a fever pitch. What seems to be bothering them most is the perception that his personal patriarchy has profited for too long at the expense of Delaware corporations, Delaware taxpayers, and Delaware’s now tarnished image. Chancellor Bouchard’s actions have convinced me (and many of my readers) that he seems to lack the ethical character required for the job, to put it mildly.

My readers are expressing outrage in droves, and are all Delaware voters. I wonder how long the elected members of our General Assembly can continue to turn a blind eye to the public’s demand for anti-corruption and transparency controls to be placed on the Chancery Court?!?

Recently, Delaware’s “Judge Evil” (as I like to call him), the Chancellor, ordered yet another successful company dissolved for “dysfunction”. In laymen’s terms this appears to simply be executives fighting on email. So Delaware corporations likely should worry if they happen to write an email the Chancellor may find concerning. Heck, he could decide to take out a company, dissolve it, or sell it off subjectively any time he feels the urge! Funny how much Skadden and/or his other cronies seem to profit when this happens??

Bouchard’s pattern of illogical and unprecedented decisions, enriching his “Good Old Boy” network of elites, now includes Inspirion Delivery Services, LLC. In my recent article titled “Delaware Chancellor Bouchard Orders Another Delaware Corporation Dissolved-Bad for Business”, I pointed out Bouchard’s most recent act of judicial over-reach, further inequities of his seemingly capricious decision-making, and his seemingly blatant hubris resulting in grotesque appearances of what appears to be impropriety.

As it turned out, this piece resonated deeply with you, my dear readers. The TransPerfect case — where millions of dollars in invoices are still being hidden by Bouchard’s apparent abuse of power, now has Delaware citizens fervently demanding reform.

I appreciate your feedback so much, and the only thing I appreciate more, is your zeal in calling for legislative reform. The people have spoken: They are saying in so many words: “The unchecked power of Bouchard’s Chancery Court is unconstitutional and bad for Delaware business.” Now, they must be heard in Dover!

Again, I have received countless responses; here are 10 samples, but they are reflective of a greater anti-corruption and transparency movement by my readers. I have removed my readers’ last names for their protection because in my opinion the “Good Old Boy” patriarchy that runs Delaware is a powerful and vengeful bunch.

Thank you for your feedback! Keep ’em coming.

Here are the latest responses:

1) From Abner

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Judson, This guy sounds worse than the rotten deep state that has attacked our country and tried to overthrow the government. Typical Democrat move by an incompetent JUDGE! Keep up the great work exposing this bastard! ABNER


2) From Linda

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

My God, does this guy ever stop with his corruption — right in the face of all of us. So much arrogance, so much hubris.

Thanks for keeping us updated. Linda


3) From Brian

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Jud,

How the hell can the State Legislature close their eyes to this?? It seems as if Chancellor Bouchard hurts companies instead of helping them. Certainly not good for Delaware’s business or future. So terribly absurd! Keep up the good work. Love your articles. Best regards, Brian


4) From Archibald

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Hey Judson, The corruption in the Delaware Judiciary has been going on for years. The Democrats have become so blatant with it, it is apparent for all to see. Unless we get rid of this Status Quo Legislature, nothing will change. Another Delaware incorporated company will bite the dust at the hands of Bouchard. He has got to go! Keep up the good work you do. Archie


5) From Bob

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Judson: When a judge withholds public documents that the people have a right to see, all kinds of red flags go up? When a Judge colludes with an attorney involved in a case he is presiding over, it is criminal. I can remember being so proud of being a Delawarean, but no more. It is hard to believe that our state has become so business unfriendly! It used to be there was compromise, and reason, and yes justice. The likes of these Skadden Arps former lawyers and their collusion with each other is outrageous! “Inspirion Delivery Services, LLC” looks like another bad decision by this crazy Chancellor. This is simply outrageous. Keep the articles coming, maybe the boys in Dover will blink when they realize their jobs are in trouble. Keep up the pressure! BOB


6) From Jack

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

IMPEACH BOUCHARD! VOTE REPUBLICAN!


7) From Charles

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Judson, you are really shaking things up and the people are talking. Subjective rulings without logic or standing on decided matters is bad business and is basically creating new law-“legislating from the bench.” Why haven’t the Philip Shawe people filed for FOYA Requests to get the records? It will be interesting to see if Bouchard continues to feather his cronies’ nests? Keep up the good work. Charlie


8) From Carol

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Wow, more of the same. This business with TransPerfect and now another fiasco in the Chancery Court. I can’t believe what a blind eye these liberal jerks in our state house have. Unfortunately, if the people in Washington think there is a Swamp-check out Delaware—IT IS PURE QUICK SAND ! Thanks for your efforts JUD. Keep the bastards thinking. Great work! Best regards, Carol


9) From Ed

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Why would anybody want to incorporate in Delaware, when the Chancellor can sell your company out from under you? Seems like things are going from bad to worse. If Delaware loses its franchise taxes, the red hole will be so deep, “Hades” will be a cool place in comparison. Keep exposing this jerk Judson. We love your articles. ED


10) From Adrian

Subject: Delaware’s Chancellor Bouchard Orders Another Delaware Corporation Dissolved-BAD FOR BUSINESS?

Dear Mr. Bennett,

As a small business owner incorporated in Delaware I am extremely concerned. It is beyond me why the legislature which is controlled by the Democrats is so business unfriendly. Eventually, the bottom is going to fall out if Chancellor Bouchard keeps creating these untenable situations. You don’t force the sale of a company because of stock holder or director disagreements.. Might have to reorganize in Nevada! I appreciate your great writing and your guts. Thank you! -Adrian


I thank you for your many responses. Please keep them coming.

In 2014, after Bouchard helped install his former intern as our previous Chancellor, a National Review article tried to warn all Delawareans.

I implore you to carefully read the 2014 National Review article below entitled, “The Strine Strain: Some Judges Take a Toll on Justice.” As I’m sure you’ll remember from my articles (because no one else will cover it), Strine was BOUCHARD’S Intern. Many Delawareans I have talked with think this relationship is somehow OK (debatable) because it was the other way around. I’m telling you, it is not! When they were both at Skadden Arps, Chancellor Andre Bouchard was the big-boss-man over our Chief Justice/Intern Leo Strine — and, as you’ll see from this article, the apple didn’t fall far from the poisonous tree.

For those who think I am alone and whimsical in pushing for drastic judicial reforms, with “radical ideas” such as the disclosure of court-ordered bills as required by law, the random assigning of judges to cases, disclosure of relationships (like Bouchard and the infamous, Kevin Shannon of the TransPerfect case), and jury trials to put a check on the Chancellor’s sweeping power, which are so omnipotent that they are ripe for abuse. See the article below from The National Review in 2014. Please note, I’m neither condoning or condemning the controversial author, but he’s obviously highly-educated, articulate, and understands firsthand what I, and many of my readers view plainly as a pattern of corruption by Delaware Chief Chancellor Andre Bouchard.

He writes:  “After Strine enthroned others in control of our companies, his protégés enriched themselves obscenely and the companies eventually went bankrupt, wiping out $2 billion of shareholders’ equity dispersed among average people in every U.S. state and Canadian province.” Sound familiar, like another victim of the infamous Bouchard-Strine two-step tango that saw the court’s close friends at Skadden seemingly abscond with over $25 million in fees for “undisclosed services” as was implemented by the “court- ordered custodian” in the TransPerfect case.

When you read this, remember, this article is just about Bouchard’s Intern Strine. Bouchard was astonishingly permitted to help Strine elevate his personal career when Bouchard was on the Judicial Nominating Committee of the Bar Association. Then disgustingly, one hand washed the other, and Strine returned the favor by elevating Bouchard. Now, as I see it, the true Skadden Arps (puppet) master of enriching Delaware good ole boy cronies is now our Chief Chancellor, Andre Bouchard. God help us — absent judicial reform.


POLITICS & POLICY

The Strine Strain

By CONRAD BLACK |  February 19, 2014 9:00 AM

Some judges take a toll on justice.

The elevation of Leo E. Strine, the chancellor in Delaware’s Chancery Court, which is the principal corporate-law court of the United States, to chief justice of Delaware would not normally attract much comment. Delaware is one of the smallest and least populous states and is chiefly known as a place of incorporation and for the historic presence of the du Pont family and the DuPont chemical company. (Pierre S. “Pete” du Pont IV was a recent and well-known governor.) Because Delaware became the preferred place of incorporation as the American industrial and financial boom lifted off after the Civil War, it has had great importance as a commercial jurisdiction. Leo Strine — a well-connected Democrat and former aide to a Democratic governor, current U.S. senator Thomas Carper — served 15 years on the Chancery Court, three as head (chancellor) of it, and built a reputation that extended throughout the corporate community of the United States and beyond, as a sometimes controversial, outspoken, whimsical, and decisive judge.

None of these need be negative characteristics, but he is, in fact, a hip-shooter, who fancies himself a very blithe wit and feeds on the sycophantic laughter of counsel and their clients appearing before him. He follows cases closely, produces verdicts and judgments promptly, and clearly possesses a sharp intelligence, but he has periodically lapsed into discursive speculation on irrelevant subjects, including in one instance the religious affiliations of contending parties (without implying any bigotry, but with a distracted concern for matters unrelated to the case). He was rebuked by the court he will now head, when the state supreme court reminded judges not to use their positions in trials as “a platform from which to propagate their individual world views on issues not presented.” Strine frequently reveals himself as a fervent sports fan and engages in popular-culture references that do enliven his interventions and even decisions, as if to fortify his unprepossessing Mr. Peepers appearance.

There is not really anything wrong with any of this either, and judges could often do with a little loosening up, as they often affect undue severity in their dickies and robes and on their elevated platforms where they rule with almost unquestionable authority. In fact, complaints of this kind disguise the real problem with Strine: that, while he is intelligent and quick, he is a compulsive attention-seeker and often says injudicious things and produces bad and unjust judgments. He, like a significant number of judges, but more vividly than all but a few, is like a hyperactive version of F. Scott Fitzgerald’s description of the rich drifters of The Great Gatsby: “They were careless people. . . . They smashed up things and creatures and then retreated back into their vast carelessness . . . and let other people clean up the mess they had made.” As his spouting of contemporary pop-culture jargon portends, Strine is trendy, and combines Bacon’s famously disparaged “much-talking judge” with the contemporary description of much of the bench as “the Zeitgeist in robes.”

Readers will discern that I speak from experience. I testified in Strine’s court at length in a case where companies controlled by my associates and me were involved. He signaled clearly in the preliminary meeting with counsel that he had already determined the case against us and my counsel advised me to fold and act otherwise against our opponents. With no optimism about the outcome of the impending trial, I concluded that that would produce the same result with the additional appearance of cowardice on our part, and the case proceeded. He was perfectly courteous to me as a witness and we even exchanged a few quips and a bit of jaunty badinage, and he has subsequently referred to me quite politely, even with the affected comradeliness of a former adversary whom he bested. But he wrote a judgment that did extreme damage to the interests of tens of thousands of shareholders and was largely debunked in subsequent proceedings in various courts, including a four-month criminal trial. After Strine enthroned others in control of our companies, his protégés enriched themselves obscenely and the companies eventually went bankrupt, wiping out $2 billion of shareholders’ equity dispersed among average people in every U.S. state and Canadian province. The faction he upheld at trial — to Strine’s professed amazement, as any indication of his fallibility seems to amaze him — ultimately agreed to a $5 million (Canadian) settlement of my libel suit, by far the largest such payment in Canadian history, as part of an overall resolution, in my favor, of a complex of related lawsuits.

I certainly cannot blame Strine alone for the fact that I was wrongly convicted and sent to prison for three years, before the charges that he had helped to generate were abandoned, rejected by jurors, or unanimously vacated by the U.S. Supreme Court. Injustices occur, and given the correlation of forces between the U.S. government (and its Canadian Quislings) and myself, I did well to put it behind me as soon as I did. (Prosecutors were seeking life imprisonment and $140 million in fines and restitutions, and finally got three years and two weeks, and $600,000. And Richard Posner of the Seventh Circuit Court of Appeals in Chicago, the dean of all flippantly opinionated American judges, had to retrieve two counts to achieve even that for the prosecution Strine effectively solicited.) I am personally philosophical, found my time in prison quite interesting, and even enjoyed a few aspects of it, especially helping over a hundred students to matriculate from secondary school. It was completely unjust that I was there, but I tried to make the best and most of it; and the world is not a rose garden for anyone.

My point is not personal bitterness toward Strine and Posner, though my regard for them is not unlimited. My grievance is that these two, and an appreciable number of other judges, simply bang down their gavels, bring down resonant and histrionic decisions that are apt to be completely mistaken and to inflict injustice, and continue in their terminal self-absorption. When we first appeared before Posner, he seemed not even to have read our papers, and much of his fatuous judgment that would soon be shredded by the high court was a description, in reference to the so-called Ostrich Rule, of the habits of the ostrich. Strine acknowledged in his judgment against us that a reasonable person might find entirely differently, and reasonable people eventually did, though Posner, not being in that category, was not one of them. The U.S. Supreme Court was. But Strine and Posner and similarly wired judges just drive on, never apparently reflecting on the impact their capricious decisions have, or wondering if a little Solomonic deliberation might better serve society or even enhance their ultimate reputations as jurists.

Posner, at least, was frustrated in his ambitions to reach the highest court; he blamed this on his advocacy of legalized marijuana, though such brainwaves as his proposal to make the adoption of children straight financial auctions might have had something to do with it. He has, in his irritation, taken to public criticism of the U.S. Supreme Court, sometimes justly. But his complaint that the justices of that court interrupt counsel too much is a bit rich; at our first appearance before him, though my counsel was a very respected former deputy solicitor general of the United States, Posner allowed him to complete only 15 percent of the sentences he initiated. His manner was querulous, antagonistic, and boorish. Justice Scalia called him a “liar,” and in our case he was censured by the whole Supreme Court, in a judgment written by Justice Ginsburg, for “the infirmity of invented law.” No doubt he has had his moments, but he has been drinking his own bathwater for decades and he must subside soon.

Strine, who is approximately 50, cannot possibly imagine that his career ends in the highest court of the dollhouse state of Delaware. Both judges should wear bells on their heads like medieval lepers to warn the unsuspecting of their approach. They are a menace, not because of lack of ability, but because of helpless thralldom to their own self-worship. Strine claimed in his confirmation hearings that he wished to fortify Delaware’s status as America’s premier corporate jurisdiction. Doing so will require a miraculously successful lobotomy or the greatest revelation since Zechariah was struck dumb in the Temple. Failing such astounding developments, corporate America should decamp, to other countries, and certainly to other states, as Delaware will pay for his elevation.

— Conrad Black is the author of Franklin Delano Roosevelt: Champion of Freedom, Richard M. Nixon: A Life in Full, A Matter of Principle, and the recently published Flight of the Eagle: The Grand Strategies That Brought America from Colonial Dependence to World Leadership.

Can you Guess Who Will Evade Justice? That’s Right, Delaware Good Old Boys Club: Bouchard, Pincus, Skadden, and the Chancery Court!

Once again folks, we have the U.S. Department of Justice chiming in on Skadden Arps and our Chancery Court. And, it ain’t pretty! The mess Bouchard and Pincus made while emptying TransPerfect’s corporate coffers, in my opinion, to benefit themselves and it keeps getting worse. Please remember who has been telling you that the many awful black-eyes will keep coming and coming for our state, and for our Chancery Court, under the inauspicious leadership of Andre Bouchard.

The latest headline: The DOJ just accused TransPerfect of discriminating against dual citizens and non-U.S. citizens when helping Clifford Chance’s staff organize a project in 2017.

NEWSFLASH folks: TransPerfect Management wasn’t in charge in 2017, our Delaware Chancery Court was. And it is plain-as day to me that Skadden was so busy fleecing and mismanaging the company as I see it with its illegal 3-year $1,475-per-hour occupation of the company that apparently it supervised conduct that the DOJ believes is absolutely illegal.

THIS IS OUTRIGHT CRAZY!! WHEN WILL WE STAND UP TO THIS PERCEIVED CORRUPTION IN THE DELAWARE CHANCERY? WHEN, I ASK?!

For more on how Chancellor Bouchard, Custodian Robert Pincus, and repeat DOJ offender — Skadden Arps — used the Chancery Court’s power to direct what the DOJ calls a “pattern of discriminatory and illegal behavior” — Please read the story below.

Folks, It’s only going to get worse and worse for the Chancery Court, who still will not, despite repeated requests, unseal the documents in the case.

MORE THAN EVER, I would love to hear your thoughts on this situation, and any comments on how honest on-lookers can bring these Delaware elites to justice.


Originally published by Law360:

TransPerfect Aided Clifford Chance’s Biased Hiring, DOJ Says

By Dani Kass

Law360 (May 9, 2019, 11:36 PM EDT) — The U.S. Department of Justice has accused TransPerfect of discriminating against dual citizens and non-U.S. citizens when helping Clifford Chance staff up a project in 2017.

The DOJ’s complaint, filed Wednesday in the Office of the Chief Administrative Hearing Officer, claims the staffing company violated the Immigration and Nationality Act when it honored the firm’s request to only recruit and hire people who were citizens of the U.S. exclusively. Clifford Chance LLP ended the DOJ’s probe into it in August by paying a $132,000 penalty, without admitting liability.

TransPerfect’s attorney, Martin P. Russo of Kruzhkov Russo PLLC, told Law360 that the alleged misconduct took place while the company was under a court-ordered custodianship. As part of a high-profile fight between TransPerfect’s founders, Philip Shawe and Elizabeth Elting, for control of the company, a Delaware Chancery Court in 2015 placed Skadden Arps Slate Meagher & Flom LLP’s Robert B. Pincus as custodian, namely to sell the business. Shawe ended up buying Elting out in a deal the court approved in February 2018, effectively ending Pincus’ custodianship.

The DOJ says the firm — which it does not identify in the complaint — used TransPerfect to staff up on attorneys for a temporary document review project. For several months in 2017, TransPerfect only recruited and hired U.S. citizens, and for most of the time only hired citizens who didn’t hold a second passport, the government claims.

The INA bars employers from intentionally discriminating against U.S. citizens or nationals, lawful permanent residents, asylees, and refugees during the hiring process, unless it falls under a legal carve out, the DOJ said.

“TransPerfect maintains that it did not violate the statutes alleged or engage in any conduct that was outside the bounds of the law,” Russo said.

In August, the DOJ said the U.S. arm of Clifford Chance violated anti-discrimination provisions of the INA by terminating three employees and refusing to consider eligible job candidates for 36 document-review roles because of their citizenship status from March to July 2017.

Clifford Chance had told investigators that it placed a citizenship-based staffing restriction on a specific document-review project because it believed it was required by the International Traffic in Arms Regulations, or ITAR, which in certain circumstances requires only a “U.S. person” to review highly sensitive materials.

But the DOJ said the firm misunderstood its obligations under the ITAR and that the regulations did not excuse discrimination on the basis of immigration status or nationality.

The new suit is against Chancery Staffing Solutions LLC, which is the successor to TransPerfect Staffing Solutions LLC. The company does business now as TransPerfect Staffing Solutions and TransPerfect Legal Solutions, the DOJ said. The government is hoping to get civil penalties, back pay on behalf of the workers who faced alleged discrimination, and other relief to “correct and prevent discrimination.”

“Staffing agencies must be diligent in satisfying their obligation under the INA to avoid citizenship status discrimination against U.S. citizens and protected non-citizens, even when that discrimination is requested by a client,” Eric Dreiband of the DOJ’s Civil Rights Division said in a statement. “The Department of Justice is committed to challenging such unlawful and discriminatory hiring practices.”

Skadden and Clifford Chance didn’t immediately respond to requests for comment late Thursday.

The government is represented by Gloria Yi, Julia Heming Segal and Sejal Jhaveri of the DOJ’s Civil Rights Division.

TransPerfect is represented by Martin P. Russo of Kruzhkov Russo PLLC.

The case is U.S. v. Chancery Staffing Solutions LLC et al., case number unknown, in the Office of the Chief Administrative Hearing Officer.

-Additional reporting by Sam Reisman. Editing by Adam LoBelia.

When it comes to corruption in Delaware’s Chancery Court, the public must now assume: where there is smoke, there is fire!

According to a recent complaint in Federal Court, TransPerfect’s #1 competitor was invited to participate in the “auction” — but instead the competitor seems to have used the Chancery’s “airtight” auction process as a massive platform to steal TransPerfect’s trade secrets. So much for the public expectation of Delaware’s Chancellor Bouchard to comply with his sworn duty to protect Delaware companies– APPARENTLY NOT!

Some conspiracies fly under the radar because they are too complicated to garner the appropriate attention, but remember folks, these judges, lawyers, and good old boy Delaware elitists are sophisticated actors — it’s no coincidence that $250 million was spent on lawyers and custodial fees.

Behold the following facts:

1. HIG/Lionbridge is TransPerfect’s #1 competitor.

2. Custodian Pincus of Skadden Arps allowed HIG/Lionbridge unfettered access to hundreds of thousands of corporate documents, including the most guarded secrets of TransPerfect.

3. HIG/Lionbridge is a client of the Skadden law firm.

4. HIG/Lionbridge is a client of Credit Suisse (but abruptly switched sides to “represent” TransPerfect for Pincus).

5. HIG had a loan with Credit Suisse, so IF Credit Suisse could have swung the auction results to HIG/Lionbridge, it would have helped Credit Suisse. They call this a “conflict of interest.”

6. The “conflict of interest” would normally have called for Credit Suisse to resign, but something made them feel protected enough not to resign.

7. Skadden Arps alumni include none other than: Chancellor Andre Bouchard, Custodian Robert Pincus, and Chief Justice Leo Strine (Bouchard’s former intern).

The above information is gleaned from my two years of research in following all the details of this case. If you think I may have the facts wrong, then please read the following link below: publicly available in a New York Supreme Court filing:

https://iapps.courts.state.ny.us/nyscef/ViewDocument?docIndex=qvdJYpXr7_PLUS_7tMrkT9_PLUS_oWMg==

Is all this just coincidence? But folks, we must ask ourselves is the $250 million dollars spent and distributed among Bouchard’s cronies and former business partners (Skadden Arps Law firm) a legitimate situation?

Credit Suisse is also more likely to be paid back on their HIG/Lionbridge debt, if HIG/Lionbridge got a leg up in the competitive market for translation by getting its hands on all of TransPerfect’s trade secrets, including detailed client information, and including decision-makers and price lists.

Perhaps the alleged trade secret theft happened with HIG/Lionbridge acting on their own, but given all these connections, perhaps not. You decide!  Please read the article below and send me your feedback. Your comments are welcome and appreciated.


TransPerfect Hits Rival Lionbridge With $300M Secrets Suit

By Pete Brush

Law360, New York (April 15, 2019, 5:47 PM EDT) — TransPerfect Global has sued rival translation company Lionbridge Technologies and private equity firm H.I.G. Capital for $300 million, claiming in Manhattan federal court that they exploited a court-ordered sale of TransPerfect equity to lift trade secrets.

The Thursday lawsuit, pending before U.S. District Judge Denise L. Cote, claims that a unit of Miami-based H.I.G., H.I.G. Middle Market LLC, engaged in “fake bidding” during the $770 million sale of a 50% stake in New York-based TransPerfect to help Massachusetts-headquartered Lionbridge gain an unfair advantage.




“For H.I.G., losing the auction was not a defeat because it was able to accomplish its refocused goal to gain an unfair competitive advantage over [TransPerfect],” the suit says.


H.I.G. and Lionbridge had discussed a go-private deal in 2016 that could have seen the private equity firm take control of both companies and permitted Lionbridge to “solidify its position as the dominant translations services provider worldwide,” the suit says.


H.I.G. completed its acquisition of Lionbridge in early 2017. But, according to the suit, even though TransPerfect co-founder Philip R. Shawe later that year won the auction for the TransPerfect stake, H.I.G. and Lionbridge still profited by gaining access to secrets that were pilfered from what should have been an airtight process mandated by a Delaware business court.


Credit Suisse, which handled the auction and is not a party to the lawsuit, “failed to take meaningful steps to protect the company’s confidential information, and defendants were permitted to freely interview


[TransPerfect’s] management and downloaded [its] top client lists, pricing information, commission schedules, employee files, and sales strategies,” the suit says. The suit adds that Credit Suisse owns Lionbridge debt and was “incentivized” to help H.I.G. shore up that debt.


H.I.G.’s conduct also delayed completion of the sale to Shawe and disrupted the plaintiff’s business, the suit says.


The sale of TransPerfect assets stemmed from a dispute between Shawe and company co-founder Elizabeth Elting over how to run the company that dates to 2014. H.I.G. improperly contacted Elting during the asset auction and assisted her in objecting to the sale to Shawe, the lawsuit says.


Lionbridge continues to use TransPerfect’s proprietary information to compete unfairly, according to the suit. TransPerfect seeks injunctive relief as well as damages, including punitive damages, in excess of $300 million.


Requests for comment from Lionbridge and H.I.G. were not returned. A lawyer representing TransPerfect declined comment. Credit Suisse declined comment.


TransPerfect is represented by Andrew Goodman of Garvey Schubert Barer and Martin Russo and Sarah Khurana of Kruzhkov Russo PLLC.


The case is TransPerfect v. Lionbridge et al., case number 1:19-cv-03283, in the U.S. District Court for the Southern District of New York.


–Editing by Amy Rowe.

That Chancellor Andre Bouchard, in my view, continues to engage in a cover-up and hide documents by abusing his sealing power has reached a Spanish newspaper (links and article below).   As I’ve screamed from the mountaintops, this man continues to be a stain on Delaware’s image. Can our state really afford to have our judiciary be the laughingstock of the international press for arbitrary, capricious, and suspicious behavior? We don’t need continued damage to our economy from self-inflicted wounds such as from Chancellor Andre Bouchard!!! To summarize, news from the TransPerfect case, in which Chancery Court Chancellor Andre Bouchard continues to hide court documents has reached a newspaper in Spain! The case has been closed now for 18 months. How long can we let the “good ole boy” cronies get away this?   Delaware citizens are rightfully concerned, and the Delaware legislature should act on these concerns through its power to investigate.The “good ole boy”, Skadden Arps network should not prevent Delaware from governing itself. The mass court-ordered transfer of wealth in the TransPerfect case from shareholders and employees to Bouchard’s close pals is the greatest miscarriage of justice on American soil since World War II.   And the icing on the potential corruption cake is that Bouchard’s Chancery Court — arguably the most powerful business court in all of America — is further violating the public trust by refusing to unseal court documents and refusing to open itemized Skadden Arps and other bills related to its 3-year “custodianship” of a successful company, which many Americans clearly view as an illegal occupation and looting.   So again, SHOW THE DOCUMENTS MR. BOUCHARD?!?! If you don’t have something to hide, why the cover up? By requesting this unsealing, as a recognized member of the press, aren’t I giving you and your cronies a specific chance to clear your names? Everyday you do not come clean and simply be open and transparent, you further cost Delaware its historic and respected credibility, not only in the U.S., but abroad as well!    
   

BUSINESS

Delaware citizens ask Judge Bouchard for transparency in the TransPerfect case

A civil platform reproves the magistrate who uses his influence to block the details of the case and demands to know the breakdown of the millionaire bills paid to similar law firms

The weeks pass but the opacity in the TransPerfect case lasts. The records and details of the conflict are still blocked by Judge André Bouchard. Meanwhile, the associations of citizens of Delaware redouble their pressure to see what the judge ordered to spend 250 million dollars in one of the most controversial shareholder conflicts in the history of the United States. The collateral effects of the dispute have also been noticed in Spain. During the conflict, the 4,000 jobs generated by the company throughout the world have been put at risk, of which 500 are located in Barcelona.

Grouped around the Citizens for a Pro-Business Delaware association ,citizens disapprove of Bouchard’s attitude, which, in addition to damaging the image of the State, goes against the current US legislative framework, which obliges the public to publish detailed information on resolved cases. A maneuver that demonstrates a clear intention to hide the records and invoices with the aim of covering up all the law firms and consultants that have profited from this conflict.

Pressure on the Delaware court system

The favorable resolution of the TransPerfect case, with the purchase of Phil Shawe from the remaining 50% of the company, making it possible to secure employment and maintain the growth path, has not calmed the mood in Delaware.

Resolved the case of the multinational translation, the case now focuses on the neutrality of the judicial system of Delaware, which is in question. This American state has fallen from the first to the eleventh position in the neutrality ranking of the country’s judicial systems, according to a survey prepared by the United States Chamber of Commerce. As a result, some companies – including TransPerfect – have moved their headquarters to other states in search of a more neutral and competitive system.

Business leakage

The Delaware citizens’ associations believe that this fall in Delaware’s neutrality and competitiveness is holding other companies from establishing their headquarters in the State and involves the flight of companies to other, more competitive places. Something that poses a high risk for employment and directly impacts the generation of new jobs.

Now, the goal of these associations is to highlight the irregularities that have been in the TransPerfect case by the State Chancellery and prevent a repeat case like this, in which a judge decrees the forced sale of a company private multinational with benefits and approves the expenditure of 250 million dollars in law firms and related consultants.

Law firms involved in controversy

One of the firms that have profited the most in the TransPerfect conflict, with the consent of Judge André Bouchard, has been the Skadden Arps law firm. One of its partners, Robert Pincus, was appointed as judicial administrator of the company during the conflict precisely by Bouchard. According to data from the Citizens for a Pro-Business Delaware platform, Pincus would have received a salary of 1,425 dollars per hour to supervise the controversial forced sale of the company and would have presented invoices without details or breakdown, according to sources close to TransPerfect. Invoices that remain hidden today by the judge’s decision.

But the controversies that surround the firm do not end with the TransPerfect case and go further. In January of this year, the firm Skadden Arps agreed to pay a sanction of 4.6 million dollars (4.1 million euros) to resolve its responsibility with the Department of Justice of the United States for violating the Agent Registration Act. Foreigners (FARA) in political lobbying work done with Trump campaign advisor Paul Manafort to benefit the Government of Ukraine in 2012 and 2013 in favor of Yanukovych.

In this context, from Citizens for a Pro-Business Delaware demand to investigate the work commissioned by Bouchard to companies such as Skadden Arps, which have endangered thousands of jobs by targeting the division and sale of the company to funds vulture.

The latest on the TransPerfect Global case is that the employees of the company apparently have no choice but to go on offense, because the injustice and corruption are so over-the-top that the company itself is powerless to take legal action, because it knows it will see no justice from Andre Bouchard, Leo Strine and their Good Ole Boys Club known as the Chancery Court in Delaware.   Understand folks, the problems here are dark and deep. The employees feel that the Chancellor has been and is continuing to steal from them. So much so, they have resorted to taking up the mantle for their own company because the money going to Bouchard’s friends at Skadden Arps is costing them their benefits and costing them their raises! Their lives and livelihoods are at stake as the Chancery Court’s approved looting has forced them to galvanize to battle this perceived corruption.   All that money is going to Skadden Arps. Andre Bouchard, Chief Chancellor of the Delaware Chancery Court, is ordering it and there is nothing anyone can do to stop it. In fact, I’ve been told by contacts from within the company that these bills have been approved by Bouchard in 15 minutes or less! You’re hearing this right folks, the Chancery Court isn’t even looking over the very bills that they are ordering TransPerfect to pay. Given the intimate relationship between Skadden and Chancery, you would think they would handle them with extra care, instead they rubber stamp them!   Egregiously, this is all happening under court seal and Bouchard continues to hide it from public view! It has to stop! Our state legislators need to take action. Now the employees — who in my opinion are really the ones being robbed — are so rightfully disgusted by the Court’s action that they are mounting a challenge to see these bills.   Employees are demanding complete transparency from Bouchard’s Court and a release of all the documents, which is the law. These bills should be open to the public, by statue!   Please read the detailed article below. The Chancery Court irregularities are so brazen that the employees are rising up against Bouchard’s shady court system. I again implore our legislators to no longer sit idly by as the largest heist in American court history continues unabated.  
   

Citizens for a Pro-Business Delaware (CPBD) to Mount Challenge to Rising Custodian Bills Totaling Over $26 Million in the Long-Ended TransPerfect Case

CPBD will also Launch Media & Lobbying Campaign this Spring, including Polls, Billboards, Digital Ads & Print Ads

Apr 11, 2019

WILMINGTON, Del., April 11, 2019 /PRNewswire/ –18 months after the historic TransPerfect case was settled, the custodian in the case, Robert Pincus, has continued to bill TransPerfect every month for undisclosed services, including what his own $1,475 an hour role entails. His responsibility remains unclear, and any efforts to ascertain his work on behalf of TransPerfect has been met with silence. The Chancery Court has kept all invoices and description of services under seal – allegedly to protect the sale process, which ended in late 2017. The custodian’s spending is a matter of public record and public concern and employees deserve answers. Skadden, Arps, Slate, Meagher and Flom has received a sizable amount of the 250 million that was spent on the case. Chief Justice Andre Bouchard previously worked at Skadden before joining the Chancery Court in 2015.

“Why these records are still under seal is a perpetual mystery for our members. Pincus and his company has spent over $1M on secret services since the company changed ownership and the case ended,” said Chris Coffey, Campaign Manager for Citizens for Pro-Business Delaware. “This means fewer resources for TransPerfect employees in the form of income and benefits. To have those records under seal is arbitrary and capricious and you can only get away with that kind of rubber stamping in the secretive boys’ club that is the Chancery Court and its network of cronies. We need transparency at long last.”

CPBD will begin an ad campaign this Spring to highlight efforts to get to the bottom of this secret spending. The efforts may also include a push for legislation to increase transparency at the Chancery Court in cases similar to this one. Indeed, TransPerfect has continued to set records for growth despite the factual inaccuracies spread by the Court about the health of the company. The campaign will include digital ads, billboards, polling, and the hiring of a lobbyist. David Walsh has been engaged in the work.

About Citizens for a Pro-Business Delaware

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 defend the TransPerfect employees and fight for more openness in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit DelawareForBusiness.org.

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

The Times of Israel:

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

By Charlie Taylor

APR 2, 2019, 11:56 PM

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

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

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

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

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

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

Why does this matter?

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

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

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

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

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

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

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

ABOUT THE AUTHOR

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

After Chancellor Andre Bouchard’s capricious and subjective rulings in the TransPerfect case, causing in my opinion, Delaware to drop from #1 in perceived equity and justice to #11 in a national survey, it is obvious to any true businessman and indeed many intimidated lawyers, that the Delaware law allows the judges in this court to exercise omnipotent rights to adjudicate any way they see fit — contrary to existing law or policy.   The bottom line is that the Delaware Court of Chancery has become way too powerful because of the incestuous relationships within the system, which allow it to operate accordingly. In the TransPerfect case where Chancellor Bouchard was so obviously biased and improper, in levying unprecedented sanctions on CEO Philip Shawe to the tune of $7.1 million dollars and ruling that the company had to be sold contrary to the “Takings” law of the 5th Amendment, was simply outrageous.   His actions and suspicious connections with the plaintiff’s attorney and former business partners at the infamous law firm of Skadden Arps (fined $4.6 million by the federal government for illicit lobbying activities), especially with his former associate Robert Pincus, who he appointed as TransPerfect’s custodian. Bouchard approved millions of dollars of unsubstantiated and un-itemized bills by Pincus, which made he and many of his cronies rich beyond anybody’s wildest dreams.   I consider this the Rip-Off of The Century, all tied up in a nice little package that was approved by the Supreme Court under Bouchard’s former intern and Skadden Arps partner- Chief Justice Leo Strine! This, along with the power given the Chancery Court and its Chancellors, makes the perceived equity in this once respected institution, now extremely suspect.   Bouchard has gone beyond the pale creating appearances of impropriety that are not acceptable! The court he oversees is way too powerful, which gives license to possible corruption and arbitrary decisions. Unfortunately it is all condoned by the legislature and the closely knit members of the Delaware Bar Association.   Invitation for Cronyism   Folks, there are simple ways we can begin fixing this broken system. First of all, we can have judges’ cases picked in a random method, as is done in the rest of the country, instead of the current system in Delaware, which allows the judges to look over the docket of cases and pick the ones that they wish to pick for whatever reasons they wish to pick a case. If that isn’t an invitation for cronyism, I don’t know what is.   Next, when a candidate is recommended by the Governor for any judicial position, complete vetting by the State Senate should be done instead of it being a rubber stamp. Bouchard’s Senate confirmation took only 15 minutes and no questions were asked.   Third, there have got to be some law changes. One was attempted, forcing a Chancellor to provide a cooling-off period before ordering a dissolution of a company. Unfortunately, there was no political motivation to make it happen and the incestuous Bar Association opposed it.   Limitation of Power   There has to be some limitation on the Chancellor’s power where true equity and justice is provided. Change is indeed necessary, however I am not optimistic. Delaware is moving into extreme territory with open late trimester abortion, socialism, eliminating voters rights, and even the idea of making Delaware a sanctuary state. Why would it want to change its method of operation when everything is controlled by the Democrats who for all intents and purposes seem to be anti-business.   Corporations are fleeing to Nevada and others are searching for any venue to incorporate other than Delaware! When Delaware completely loses its lucrative franchise taxes (which make up one-third of the state’s income) due to a lack of trust in the Chancery Court, then perhaps the State Legislature will implement change to inspire businesses to continue to incorporate in Delaware.   Famous attorney and law professor and Constitutional scholar Alan Dershowitz, stated after dealing with Supreme Court Justice Leo Strine in an appeal in the TransPerfect case where Bouchard’s decisions were wrongly upheld, “Any lawyer that recommends to his client to incorporate in Delaware would be tantamount to legal malpractice.” That folks is a serious statement by a true expert and should be recognized for the concern it clearly states.   There is something wrong with the Delaware Chancery Court and it should be fixed, but will it? Probably not is my educated opinion.   As always, your comments are welcome and appreciated. I would love to hear what you think of reforming the Chancery Court.  As I’m seeing fines and other crazy headlines roll in against law firm Skadden Arps, I can’t help but reflect on some of the injustices that happened in the TransPerfect Global case. The injustice jumps right out at me when I think about it in light of these new Skadden Arps developments. Let me tell you the latest and let’s see if it jumps out at you too! Delaware Chancery Court Chancellor Andre Bouchard, a former lawyer from Skadden Arps, an international law firm accused of criminal activity, AND recently fined $4.6 million, ruled subjectively and totally against TransPerfect CEO Philip Shawe in favor of his buddy Kevin Shannon, who represented the plaintiff, Elizabeth Elting, Shawe’s former partner. During the trial, and without evidence, Bouchard wrongly fined Shawe $7.1 million and awarded $1.4 million in legal fees, which were un-substantiated, to his good friend Kevin Shannon who I believe he potentially colluded with during the decision making period of the trial while in a forum together in New Orleans. Bouchard also appointed his former partner Robert Pincus (another Skadden Arps attorney) as the Custodian of TransPerfect, who then, in my view, ripped off the company to the tune of over $25 million — an unprecedented amount of money, again without substantiation or itemized consideration — all approved by Chancellor Bouchard. Then of course we have the appeal upheld by Delaware Chief Supreme Court Justice, Leo Strine, despite the fact the whole deal was an illegal “TAKING” under the 5th Amendment of the U.S. Constitution! Guess what? Leo Strine is another former Skadden Arps attorney! Chancellor Bouchard refuses to release the billings to the Public because, in my opinion, he is afraid of what might be established and perceived. As another aside, Paul Manafort, former Trump campaign manager, could probably get 19 years in prison for unrelated, process crimes created by the fact that a false document was filed, yet Skadden Arps only receives a $4.6 million dollar fine and a slap on the wrist to boot, for what I consider an outrageous illegal activity! There’s a HUGE INEQUITY here, folks! Skadden Arps could be corrupt in my opinion, and as I see it, possibly all of these Delaware attorneys (former Skadden Arps guys) could be corrupt as well. Could there be huge kickbacks to all concerned here?? It is all far too cute and convenient, and yes incestuous, for my comfort. Folks if there was ever the appearance of an impropriety, this is definitely one! And it needs to be investigated! I call for the FBI and the Department of Justice to start an immediate investigation, as federal crimes could have been purloined here? It looks to me as if the State of Delaware is protecting its own, so the feds need to get involved! How is it that Manafort goes to jail, while Skadden Arps escapes with a fine that is a drop in the bucket of their billions in revenue?! All while Bouchard, Pincus, and Strine — along with Kevin Shannon — could possibly be laughing all the way to an offshore-island bank ? WHERE IS JUSTICE, WHERE IS EQUITY? In my view there is no justice anymore in the State of Delaware! Shame! TIME FOR THE FEDS TO GET INVOLVED?! Please look over excerpts from the articles below to glean this nefarious information and background.  
   

New York Times — January 17, 2019

“WASHINGTON — A global New York-based law firm has agreed to pay $4.6 million to settle a Justice Department investigation into whether its work for a Russia-aligned Ukrainian government violated lobbying laws.

The investigation stems from work that the firm, Skadden, Arps, Slate, Meagher & Flom, did with Paul Manafort, President Trump’s former campaign chairman. The case overlaps with the investigation of the special counsel, Robert S. Mueller III, into Russian interference in the 2016 election.

As part of the settlement, the law firm agreed to register retroactively as a foreign agent for Ukraine in addition to paying the government $4.6 million, representing the money it earned from its work in Ukraine.

The settlement between the firm and the Justice Department, which was made public on Thursday, is the latest indication that Mr. Mueller’s inquiry and related investigations are fundamentally challenging the lucrative but shadowy foreign-lobbying industry that has thrived in Washington.

 
 

AXIOS — February 15,2019

 

Prosecutors for special counsel Robert Mueller said in a new court filing that President Trump’s former campaign manager Paul Manafort should serve between 19.5 and 24.5 years in prison for the financial crimes for which he was convicted in a Virginia court last August.

“In the end, Manafort acted for more than a decade as if he were above the law, and deprived the federal government and various financial institutions of millions of dollars. The sentence here should reflect the seriousness of these crimes, and serve to both deter Manafort and others from engaging in such conduct.”

Why it matters: This would essentially be a life sentence for the 69-year-old Manafort. He is also facing a separate case in D.C., where a judge recently ruled that he had violated his plea agreement with Mueller and could therefore lose out on any potential leniency he might be offered.

 
 

NEW YORK TIMES — February 2, 2018

“Mr. Mueller’s inquiry threatens the delicate balance that Skadden has struck between lucrative sources of revenue. The firm has made huge profits from corporate work for image-conscious United States companies, while also representing riskier international clients, such as Russian oligarchs and companies with close ties to President Vladimir V. Putin and former Soviet states.

Skadden’s work advising controversial foreign clients was probably prompted by the same aggressive risk-taking that fueled the firm’s rise from scrappy upstart to top-grossing legal giant with a range of practice areas, said Lincoln Caplan, a research scholar at Yale Law School and the author of “Skadden: Power, Money, and the Rise of a Legal Empire.”

“The mentality is that Skadden wouldn’t be afraid of doing something like this, if there was a chance to utilize their skills and status to take advantage of what sounds like a very lucrative business, and they saw no legal or ethical proscription against their taking on the matter,” he said.

Skadden’s work is part of a trend in recent years of lobbyists and lawyers earning increasingly larger paydays by marketing their connections in Washington to foreign politicians, countries and companies willing to pay hefty fees to burnish their reputations in the United States and on the international stage

The recent article I posted concerning the law firm “Skadden Arps” getting fined by the feds a staggering $4.6 million dollars for illegally acting as a foreign agent (in my view, Skadden was aiding treason!) in relation to the Delaware’s Chancellor Andre Bouchard, Delaware’s Chief Justice of the Supreme Court Leo Strine, and the appointed (by Bouchard) Custodian at TransPerfect, Robert Pincus — who are all ex-Skadden lawyers.   It’s so incestuous, it stinks to high heaven! The rulings in favor of Kevin Shannon by Bouchard, when Shannon could not call a single fact witness, the upholding by Strine on appeal of the main case (and the largest individual sanction in the U.S. was affirmed on appeal without even a hearing!!!), and the billing by Pincus of TransPerfect to the tune of over $25 million, which is simply outrageous, brings this judicial outrage to another level entirely. TransPerfect Global CEO Philip Shawe was ordered to make TransPerfect pay $25 million in fees, but not Shawe, nor the public, nor anyone else gets to examine the bills. Neither the public, nor the payer (TransPerfect) gets to know what was paid for, or if this $25 million was legitimately billed… absolute insanity folks!   To go from the ridiculous to the obscene, we then have Kevin Shannon, Bouchard’s best buddy — who Bouchard hand-picked to join the St. Francis Hospital Board after he vacated his board seat. because he became the Chief Chancellor (without 1 day of bench experience, by the way) — got awarded $1.4 million in legal fees, also without any documentation, nor disclosure to the public!   Why wouldn’t a law firm, fined $4.6 million by the Feds for serious crimes, pad their bills to the moon??! Since there was no disclosure by Bouchard and no way to check if the bills were valid, just pay, pay, pay to Bouchard’s Delaware cronies whatever they ask. They scratched his back to become the Chancellor, now I think he is scratching theirs? Folks, is that how this is supposed to work? In my opinion, it reeks of corruption.   Again, I received an overwhelming response from the public about my last story of a 4-year injustice that would not have been tolerated in any third-world country, and damn sure should not be tolerated here. I say to you absurd cronies in the judiciary: You can fool people only so long, and then they start screaming from the tops of mountains! You are being exposed for suspicious activities, and if my readership has its way, you’ll be held accountable for these apparent improprieties.   Bouchard holds half the documents in the entire case, and ALL of his friend’s $26.4 million in non-itemized bills wrapped up tight as a drum, and he refuses to release them to the public. Why? Because they could possibly incriminate him or his cronies? There is a high price to pay if you line your pockets with court-ordered money from private citizens. I wonder why Bouchard and Skadden Arps appear in my opinion to act above the law in Delaware and apparently continue to get away with it? Or are they?? Based on your feedback, it’s clear this cabal is finally being exposed and the folks are beginning to understand this disconcerting reality??   Bouchard’s continued actions and failure to disclose documents to the public have cast a doubt on Delaware’s credibility, while destroying our business-friendly image — and negatively impacting our economy, plus casting a darker shadow over the First State’s once-honorable and respected institution, our Chancery Court.   As I often do when a story generates such significant outrage that something must be done, I have cut-and-pasted a sampling below from the many responses I have received. (The last names have been removed to protect these citizens from possible reprisals.)   Please enjoy the comments and please keep them coming! I appreciate your feedback.  
 

1) From Dawn

Thanks for expanding my mind and understanding of Delaware politics through the TransPerfect debacle… eye-opening. Keep up the good work!

2) From Allen

IMPEACH BOUCHARD!

3) From John

Jud, It is extremely disconcerting to realize the incestuous connections between the Skadden Arps law firm, Justice Strine, Chancellor Bouchard, Robert Pincus — then the cute relationship between Kevin Shannon and our Chancellor. I wouldn’t put anything past these rotten bastards. Skadden Arps is corrupt and it sure makes me wonder about Bouchard’s integrity. The records must be released. How come Shawe has not sued to have then released through a “Freedom of Information Request”? Thanks for your outstanding work in bringing all of this to light. You should get a Pulitzer award! All the best!

 

4) From Linda

OUTRAGEOUS!!!! Where there is smoke there is fire. Bouchard is a disgrace to judicial integrity. Love your articles, Judson.

 

5) From Peter

JUDSON — This is an extraordinary situation and most disturbing. Nobody should ever have to worry that our Chancery Court could be corrupt.

6) From Carol

Hi Jud, This is beyond an impropriety. Here we have a corrupt law firm (Skadden Arps) and then Strine, Bouchard, Pincus all from the same law firm. They should make a movie about this crazy situation. Everybody is way too cozy in the Delaware Judiciary. I know we have a small state, but come on. Wow — is all I can say!

7) From Don

Hey JUDSON, Read your article and this one really is impactful. You made your point big time. Corrupt law firm, fined $4.6 million by the Justice department and the head of the Delaware Supreme Court and the head of the Chancery are from the same law firm? Bouchard’s handling of the TransPerfect case has been terrible and now he is preventing documents from being given out to the public? This guy at the best should be removed as Chancellor and at the worst should not be reappointed. Hope you will be around to testify when that time comes ! Keep up the great work. Your political articles are amazing, but this TransPerfect stuff is sensational.

 

8) From Erin

Great stuff JUD. What an excellent article and expose of Andre Bouchard. He has got to go. Keep up the great work!

 

9) From John C.

JUDSON, It’s a Simple answer: Absolute arrogance and greed!

 

10) From Eric R.

You are a loose cannon stirring the pot! As your wife Maria used to say as you stomped your feet up the stairs to your office, “Who are you gonna piss off now, Judson?” Keep it up, we know you are right and appreciate your guts. Love you, brother!

11) From Eric B.

I really enjoyed your article. Thanks for continuing to peel off the layers of deceit manufactured by Bouchard. I feel sorry for Mr. Shawe and anyone else that has to come before Bouchard’s kangaroo court.

You won’t be surprised to learn that Delaware’s Chancellor Andre Bouchard’s former employer, who Bouchard himself ordered to be paid $25 million from TransPerfect Global, is the infamous law firm of “Skadden Arps.” This firm, in my opinion, makes the law firm in John Grisham’s book “The Firm” look like a kindergarten summer camp. Skadden Arps is the subject of innumerable investigations, and I’m shaking my head imagining if it isn’t just a legal front for organized crime? Who else is an alumni (and Bouchard’s former intern) from Skadden Arps? Of course, Leo Strine, now Chief Justice of the Delaware Supreme Court. Who else worked at Skadden Arps and got rich off of TransPerfect by the Court-Ordered rates of $1,475 per hour (in Delaware) for over 3 years? You guessed it, another Skadden Arps lawyer, custodian Robert Pincus. For those of you that think I’m too harsh on Bouchard’s former law firm, know this, they were just fined $4.6 MILLION by the US DOJ for aiding what could be considered serious federal crimes-illegally operating as an agent for a foreign government. Compare Skadden Arps illegally operating as an agent for a foreign government to Chancellor Bouchard fining Philip Shawe $7.1 million for insignificant findings like “failing to safeguard an old cell phone” — all trumped up charges by Bouchard — not proven in front of a jury as Shawe demanded. The difference in the amount of the fines is in no way justifiable. It seems that some of the Chancellor’s evidence was a ridiculous example of subjective adjudication, which is not what justice is supposed to be about. Bouchard in fact, from what I understand, used a “smiley face” text message 🙂 as part of what I consider this absurd justification for dissolving a 4,000-person industry leader and putting his friends in charge of TransPerfect for 3 years of what should be recognized as an unprecedented, court-ordered fleecing. Again folks, please take a moment, and digest, just how crazy this whole scenario is. In my view, Bouchard’s and Strine’s former employer, as I understand it, actively violated laws against the United States and then apparently lied to federal investigators about it, and then were slapped with a $4.6 million fine as a result. Shawe, an individual who from what I’ve heard and read is unquestionably one of American’s greatest entrepreneurs with a spotless record, got a $7.1 million fine by the Chancery Court! How convenient that $1.4 million of Shawe’s fine is ordered to go directly to Bouchard’s best friend, Kevin Shannon (and his law firm, Potter Anderson)… Shameful on its face, don’t you think? Yes, this is the very person Bouchard traveled to New Orleans with and made a public appearance with during the decision- making period of the case. Yes, this is the sole lawyer in the trial, who Bouchard has clearly created huge benefits for by his suspicious actions, and allowed him to get outrageous sums of money without providing to my knowledge, not one detailed invoice — or substantiation of the work that was supposed to be provided. No other lawyer got treated this way, with the exception of one: Bouchard’s other long-term and former co-worker, Skadden’s (appointed by Bouchard) — Custodian, Bob Pincus who collected outrageous and undocumented fees from TransPerfect !   I’m told Pincus and Skadden are still billing TransPerfect TODAY — And with the case NOW OVER — Bouchard is still ordering his friends to be paid. No wonder the records remain unlawfully sealed by Bouchard. These facts are obscene!!! I urge the Delaware Legislature to make the Delaware Court of Chancery accountable and to force it to cease and desist from these suspicious activities and appearances of impropriety!! By doing nothing and putting their heads in the sand, our elected lawmakers become indirect accomplices in this horrible injustice. Congress orders investigations for much less at a Federal level. YOU folks in the General Assembly are Delaware’s Congress; it is your job to start a needed inquiry!!!   The apple doesn’t fall far from the tree, as Bouchard began learning his, in my opinion, shady dealing techniques young in his career, from his former employer Skadden Arps, who I, and apparently the DOJ, view as a den of thieves. Think about it — if they got caught for federal violations and had to pay $4.6 million in fines, which is a lot of money folks! It makes you wonder… what else have they done? What else could their Wilmington office have been involved in? Perhaps violation of federal laws (perhaps a form of treason?) and the TransPerfect case may just scratch the surface of Skadden’s possible nefarious affairs, for all we know? According to the story pasted below, there are some pretty sordid details on Skadden’s troubles with the U.S. government — requiring them “to retroactively register as a foreign agent and review its policies for responding to inquiries from the government.” Just Google Skadden Arps and DOJ! The more you read, the more you’ll see why I believe that the stench coming from our Chief Chancellor’s office, seemingly and in my view, probably started early in his career. Folks, you simply can’t make these facts up, which is why I will continue to report on it and continue to fight for the records and the bills to be unsealed. If nothing is wrong — why does this irregular “cover up” continue? I again ask for an investigation into Bouchard and his cronies and if these appearances of impropriety are found to be actual improprieties, then these people must be brought to justice and held accountable for harming TransPerfect employees, harming Delaware citizens, and creating the long-term devastation of Delaware’s business reputation, which is now nationally and internationally synonymous with the disconcerting term called “corruption.” Please read the story below, I know it’s long, but this is important stuff, as these are the good ole boys that we’ve entrusted to run our judiciary in Delaware! As always, your comments are welcome.  

Skadden Began Ukraine Work With Caution, Ended It In Lies

By Jimmy Hoover

Law360 (January 18, 2019, 11:57 PM EST) — Skadden Arps Slate Meagher & Flom LLP has agreed to pay a $4.6 million settlement with the U.S. Department of Justice for failing to register as a foreign agent. Here, we look at how the firm got to this point.

Law360, Washington (January 18, 2019, 10:06 PM EST) — Emails released by the U.S. Department of Justice show how Skadden Arps Slate Meagher & Flom LLP lawyers slowly abandoned caution toward a foreign lobbying law and began openly lying to federal investigators during their engagement with the Ukrainian government from 2012 to 2013.

Excerpts of the emails were released Thursday by the DOJ after it announced a $4.6 million settlement with Skadden for alleged violations of the Foreign Agents Registration Act, a law requiring people to register any U.S. political lobbying on behalf of a foreign government.

The emails show how lawyers at the high-priced firm were initially cautious about doing anything that would require them to register as foreign agents under the law, and wanted to limit their work to preparing an independent report on the prosecution of Ukrainian opposition leader Yulia Tymoshenko, the former prime minister.

But over the course of their work, the Skadden lawyers, including the politically connected former White House counsel Greg Craig, slowly abandoned that caution and found themselves involved in the country’s public relations campaign to win over Western media amid a backlash over Tymoshenko’s treatment.

Here, Law360 chronicles the shift in the firm’s work as revealed by the newly disclosed emails, and how it ultimately led to the multimillion-dollar settlement.

Blurring Lines Between Legal Work, PR

Skadden was retained by the Ukrainian Ministry of Justice in the spring of 2012, receiving a $4 million advance provided by an unnamed businessperson with whom Craig had earlier met in Kiev. Shortly after the retainer, a Skadden lawyer identified as “Partner-2” in the DOJ appendix cautioned Craig that someone else should manage the country’s public relations effort because the firm was hired “as lawyers, not spin doctors.”

“Good advice,” Craig responded.

But it was advice that Craig and other Skadden lawyers would loosely follow, as they danced on the line between legal work and public relations in the ensuing months.

Between late April and early May 2012, Craig advised lobbyist Paul Manafort about which public relations firm the Ukrainian government should hire to execute the country’s messaging strategy once the report became public.

After one particularly strong recommendation for a firm that could help its outreach strategy in Europe, Ukraine accepted Craig’s advice.

Still, Skadden and the PR firm kept a watchful eye on their potential FARA obligations. An executive of the PR firm was careful to tell Craig that “i[f] at a future date our brief is expanded and requires U.S.-headquartered personnel and activities, we will then take appropriate steps.”

Skadden lawyers kept an eye on their potential FARA obligations throughout the spring of 2012 but nevertheless continued communicating with Manafort, his associate Rick Gates and members of the PR firm about their work. In July, for instance, the PR firm shared its “communication strategy” with Gates, who forwarded the document to an unnamed Skadden associate.

Media Strategy Heats Up

As the release date for the report approached, Craig and other Skadden lawyers were included in additional discussions about the PR firm’s media plans for the report, such as the list of media and government personnel to be contacted once it was made public.

In one strategy document shared with Craig, the PR firm proposed leaking the report to a specific U.S. journalist at a major media outlet on the night before the report’s release.

In late September 2012, the PR firm scheduled a meeting in New York City with Craig, Manafort, Gates and an unnamed Skadden associate to discuss the upcoming media campaign. Documents circulated by the firm ahead of the meeting indicated that they had chosen to leak to a different news outlet than the one originally planned, in light of Craig’s prior relationship with the newly selected journalist.

On Sept. 24, Craig told Manafort in an email that he didn’t think Skadden lawyers should be providing background to journalists after the release of the report, suggesting it would undermine the integrity of the report. Craig ultimately acceded to Manafort’s request to respond to media requests run through the firm’s communications professionals.

Craig Reaches Out to New York Times

On Oct. 2, 2012, Craig reached out to a reporter for The New York Times he knew and connected him with a lobbyist on the topic of the upcoming Ukrainian report. The reporter could be identified as the Times’ Washington correspondent, David Sanger, by details shared by the DOJ appendix.

Craig followed up with Sanger on Dec. 11, offering to provide exclusive access to the report before it was slated to be released publicly. After receiving a response, Craig sent Sanger an electronic copy and indicated he would “hand-deliver a hard copy of this report to your home tonight.” Craig shared the exchange with the unnamed Partner-2 at Skadden and updated the PR firm.

On Dec. 12, Sanger told Craig via email that he’d read the report and was “ready to talk,” indicating an unnamed Moscow-based colleague would take the lead on the story. The colleague could be identified as David Herszenhorn by details contained in the DOJ appendix. Herszenhorn sent a list of questions to Craig and suggested a conference call.

Following the call, Craig sent Sanger a quote for their story: “We leave to others the question of whether this prosecution was politically motivated. We say nothing about that. Our assignment was to look at the evidence in the record and determine whether the trial was fair.”

The New York Times published Sanger and Herszenhorn’s story — headlined “Failings Found In Trial of Ukrainian Ex-Premier” — that day, just hours before the report was made public on the Ukrainian government’s website. The article used a slightly shortened version of the quote Craig sent Sanger.

Skadden Attracts Attention from FARA Unit

Just a few days after the report was released, finding no evidence of political motivation to the Tymoshenko trial, the DOJ’s FARA Unit sent a letter to Skadden seeking information about its representation of Ukraine, including a copy of their agreement and the services it has provided the country.

The DOJ’s letter bounced around the firm until Craig finally sent his official response nearly two months later in February 2013. In it, the lawyer described the firm’s representation as involving “rule of law issues” and “advice” about Ukraine’s criminal justice system, according to the DOJ. The response did not mention discussions with public relations consultants, lobbyists or reporters.

Craig’s response was wanting, the DOJ apparently thought, and demanded more information in April 2013, specifically homing in on the firm’s contacts with media outlets, as well as how much it made for the work; the initial response made no mention of the $4 million advance.

‘False and Misleading’ Answers

Craig responded to the DOJ’s follow-up with a June 2013 letter that the DOJ now says contained “false and misleading statements.” Specifically, the letter dated Craig’s contacts with The New York Times to Dec. 12, 2012, omitting that he had actually shared an early copy of the report with Sanger the day before. Further, Craig described his contacts as “brief clarifying statements.”

Craig also told the DOJ at the time that Skadden had turned in the final version of the report to Ukraine in September 2012, when in fact it made limited changes in response to input from Manafort through November. Finally, the letter said Skadden didn’t have to share the identity of the anonymous business person who funded the legal work as it had no obligation to register.

“The FARA Unit relied to its detriment on false and misleading statements in this letter,” the DOJ now says. “As a result, the FARA Unit was deprived of the complete information that the FARA Unit expected to receive in response to its inquiry.”

The exchanges between the FARA Unit and Skadden continued through the fall of 2013 and culminated in an in-person meeting in Washington, D.C., to discuss the firm’s registration obligations. At the meeting, Craig once again conveyed “false and misleading” information, the DOJ now says.

After a follow-up letter — in which Craig said he only distributed copies of the report “in response to requests from the media” — the FARA Unit finally gave the firm the all-clear and said it had “no present obligation to register under FARA.”

Three years later — well after Skadden had concluded its work in the country and the Ukrainian revolution of 2014 had driven President Viktor Yanukovych to exile in Russia — the DOJ’s National Security Division, which houses the FARA Unit, began beefing up its enforcement of the lobbying law after an inspector general report found widespread noncompliance.

In October 2017, Manafort and Gates were among the first to be ensnared by that effort in connection with Special Counsel Robert Mueller’s investigation into the 2016 presidential election. The pair had worked on then-Republican candidate Donald Trump’s campaign.

Indictments returned by a federal grand jury focused extensively on Manafort’s work for Ukraine’s pro-Russia Party of Regions, bringing the attention of federal investigators uncomfortably close to Skadden’s report for the Ministry of Justice.

At Skadden’s Doorstep

Skadden’s legal troubles spilled directly into public view with the February 2018 guilty plea of former Skadden associate Alex van der Zwaan, a member of the report team who admitted to lying to Mueller’s investigators about his communications with Gates regarding the 2012 report. Skadden said in a statement that it terminated Van der Zwaan in 2017 and “has been cooperating with authorities in connection with this matter.”

Days later, the firm released a statement saying, “Greg Craig did not engage in any activity that required him or the firm to register.”

Van der Zwaan was sentenced to 30 days in prison in April 2018 and ordered to pay a $20,000 fine, the first prison sentence to arise from the Mueller investigation. Later that month, the firm confirmed that Craig had left the firm amid increasing scrutiny over the report, although a Skadden spokesperson did not respond to questions about the circumstances or timing of Craig’s departure.

Manafort pled guilty to two counts of conspiracy and obstruction of justice in a September deal requiring him to cooperate with the Mueller investigation. Craig’s lawyers, meanwhile, defended the ex-Skadden partner in the court of public opinion, insisting the “few” media contacts about the 2012 report “were not part of an effort to promote the report on behalf of a foreign government,” and that “as a result, he was not required to register under” FARA.

The DOJ’s $4.6 million settlement with Skadden on Thursday requires the firm to retroactively register as a foreign agent and review its policies for responding to inquiries from the government.

A lawyer for Craig declined to comment Friday.

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!  

The Wilmington History Society Hosts “A Deep Dive into the TransPerfect Case” and Welcomes TransPerfect CEO as a Surprise Guest Speaker

  On Wednesday, October 17th, The Wilmington History Society convened for an evening discussion with the purpose of taking “A Deep Dive into the TransPerfect Case.” The event would begin with Jacob Jeifa of the University of Delaware, giving society members an overview of the case. Following Mr. Jeifa’s presentation, the floor was open for questions, and an unlikely guest, Philip Shawe, CEO of TransPerfect Global, made an appearance to help aid the discussion.   At least one news outlet reported this was Mr. Shawe’s first foray south into Delaware since he wrested control of his successful company back from the Delaware Chancery Court. The court, in my view, has spent the last few years fleecing the pants off this successful company by forcing Shawe, with court orders, to pay $1,475 an hour for years to the Chancellor’s friend, Bob Pincus of Skadden Arps, not to mention an army of Pincus’ friends. From what I can see, given the amount of money Bouchard passed to engineer a $250 million wealth-transfer out of the company coffers (which ultimately came from the employees) and into the pockets of Bob Pincus, and other lawyers and Delaware elites, it is fair to say that Shawe could have been entering enemy territory going to this meeting in Wilmington. Many believe Shawe and TransPerfect to be the biggest victim of government corruption in modern history, courtesy of Chancellor Andre Bouchard.   I had the opportunity to interview Nathan Field, President of the Wilmington History Society, about how the evening’s events unfolded. While one might have expected a showdown at the OK Corral, I’m told it was a pleasant and informative evening with good questions and a lively debate.   “To hear so directly from a primary source, who was willing to answer any questions directly, was unusually informative,” Field said of Shawe being at the meeting. “It’s not often you get people like that in a bar, willing to answer any question you ask, so that part of the discussion was highly informative as well.”   I wish I could have been there — this man and his company are arguably the greatest victims of judicial corruption in our lifetime — and yet he’s willing to come down to help Delaware understand the case and it’s far reaching implications. I placed a call to Mr. Shawe’s New York offices, but did not hear back before press time.   Still, I commend both Shawe and the Wilmington History Society for their interest in fostering discussion aimed at educating the Delaware public on the case. In my view, the people of Delaware will be paying for the Bouchard-TransPerfect corruption in lost state income, lost jobs, and lower wages for long long time. Our incorporation rankings have definitely taken a beating like never before, and this is our state’s main source of income.   The study of history is largely premised in the notion that by society examining the mistakes of the past, it can avoid them for the future. I can only hope that history will not repeat itself. Shawe had to move his company out of Delaware to escape corruption– with Bouchard’s tentacles no longer siphoning TransPerfect’s bank accounts, it seems Shawe has little to gain by traveling to Delaware and sharing his view and his experiences, so I commend him for doing so.   I’m told a good deal of discussion centered around Justice Karin Valihura’s courageous Dissenting Opinion, in which at great personal peril, she took on Chief Justice Strine and Chancellor’s Bouchard’s ” Good Old Boy Network” — Declaring that Chancellor Bouchard as a neophyte judge had gone “Too far, too fast.” If anyone in Delaware would like to understand the Constitutional Issues at stake with Bouchard stealing Shawe’s stock and putting it up for auction, I encourage you to read Justice Valihura’s decision. It makes it fairly clear that Bouchard putting Shawe’s stock up for sale to benefit his former partner (and not-so-coincidentally, Bouchard’s bosom-buddy Kevin Shannon) was not only unconstitutional, but illegal under Delaware law.   What is the one huge mistake history will judge Delaware by? When faced with obvious abuse of power, abuse of process, and corruption, our legislature did very little. We can take solace in this from Election Day results: The righteous Senators Bonini and Richardson — who tried to stand up against the rich elites, the lawyers, and the “Judges Gone Wild” — got re-elected. Conversely, sell-outs like Greg Lavelle who ran Bouchard’s ZERO-QUESTION confirmation hearings, and stood by his side as if he was paid to do so — was handed walking papers in the form of an election defeat.   Please read the article below. While the title seems sensationalized based on the positive reports I’ve heard about the Wilmington History Society meeting, the article is solid. The establishment has some funny comments, basically: Yes, our Chancellors are unpredictable, but others are more unpredictable; and the Corporate Bar has lined up behind the Chancellor — shocker — given those folks have to go in front of him to argue for 9 more years (less, if there is any justice in this world!).   Finally, while the election didn’t go the way I’d envisioned for Republicans in Delaware, what’s most important is seeing Democracy thriving. No matter which party you side with, a sincere thank you to everyone who got out the vote on Tuesday!    Please click on the link below and read the article which is right on point.    

In Parting Shot, Shawe Hits Actions of Del. Courts as Reason for TransPerfect’s Nev. Move

By Tom McParland | October 23, 2018 at 05:45 PM

Explaining his decision to reincorporate his business in Nevada, TransPerfect co-founder and CEO Philip R. Shawe returned to Delaware last week to deliver a parting shot to the state’s legal establishment, saying the Delaware Court of Chancery was too quick to order the profitable translation software company to the auction block.

Despite ultimately prevailing in what came to be known as one of the most vexing and contentious cases in the recent history of the Chancery Court, Shawe said last week that the 2015 decision to force the sale of the deadlocked, but profitable, translation software company could have wide-ranging ramifications for Delaware, which sells itself to the corporate and startup communities as a stable, predictable court system.

“If that’s the standard, you could dissolve any company in America,”

Shawe said at an Oct. 17 event hosted by the Wilmington History Society.

The critique has gained some traction, including with one state Supreme Court justice, who said Chancellor Andre Bouchard had gone “too far too fast” in appointing a custodian to oversee a public auction. However, the bulk of the state’s corporate bar has lined up behind the chancellor, arguing that he followed the proper blueprint for resolving corporate deadlock under Delaware law.

The dispute centers on a rarely used provision of Delaware law, which grants the Chancery Court authority to breakup firms when their directors have reached a point of permanent impasse. Under the statute, codified in Section 226 of the Delaware General Corporation Law, a custodian is required to continue the business of a corporation, “except when the court shall otherwise order.”

Shawe, who initially opposed TransPerfect co-founder Elizabeth Elting’s petition to dissolve the company, argued that Bouchard opted to impose an “unpredictable application of Delaware law,” when other, less-intrusive steps could have been taken to resolve TransPerfect’s corporate deadlock.

Earlier this year, Shawe won his bid to purchase Elting’s 50 percent stake for $385 million, finally putting to rest a four-year legal saga between the former business partners and one-time finances over control of the company that they had started together out of a college dorm room. An outspoken critic of the Delaware judiciary, Shawe in late summer changed TransPerfect’s state of incorporation to Nevada, in part so that he would never have to litigate its internal corporate disputes in Delaware again.

“I think there’s a lot Delaware can learn from this case, if it wants to be a hospitable home for entrepreneurs,” he said in an interview.

Shawe said in an interview that Bouchard’s sale order had stretched the company’s resources and shaken the confidence of his senior management team. Instead, Shawe argued, Bouchard should have allowed the custodian to expand the company’s board in order to reach an internal resolution.

Last February, Delaware Supreme Court Justice Karen L. Valihura had recommended the appointment of a custodian in her lone dissent to a 4-1 opinion of the high court upholding the sale. In her opinion, Valihura said that Section 226 had never before been used to sell stock over a shareholder’s objection.

“The absence of authority grounded in the statute, the conceded absence of any similar cases under Section 226, and our common law’s strong preference for the least intrusive remedies in cases involving court-appointed custodians suggest that the chancellor went too far too fast in ordering the modified auction,” she wrote.

Shawe has since seized on Valihura’s dissent to argue that Bouchard’s decision had upset the stability that Delaware corporate law is known for.

But Francis G.X. Pileggi, vice chair of Eckert Seamans Cherin & Mellott’s commercial litigation practice, said Section 226 had functioned as it should in a case of corporate deadlock. Pileggi acknowledged that Valihura’s dissent had a “substantial amount of merit,” but he said that Section 226 cases are, by their nature, “almost inherently unpredictable.”

“Whenever there’s discretion involved, one vice chancellor may reach a different conclusion than another vice chancellor,” he said. “The predictability is that 226 is available to break the deadlock. The unpredictability is how the court decides to break the deadlock.”

Section 226, Pileggi said, only applies to a small group of tightly held companies that incorporate in Delaware, and its application in one case would not have much affect on the broader business community.

It is hard to predict the outcome of any lawsuit, he said, but Delaware has a history of applying the statute on a case-by-case basis and would be better equipped to handle the cases than its counterparts.

“If you don’t know how the Delaware court is going to rule,” he said, “it’s even more difficult to predict how another court is going to rule outside of Delaware.”

One of my readers sent me a note pointing out a comment that I missed made at the bottom of a Washington Post article. While the year-old article itself is the usual establishment rhetoric, the thorough comment under the article, which I’ve included below is spot on. I’m focusing on this public Washington Post link because I want Delawareans to know that people outside of our humble state are also seeing that there’s something rotten in our state’s judiciary. Even folks in our nation’s capitol are seeing that our suspect judiciary under Andre Bouchard (and his former intern at Skadden, Leo Stine) are the ones that are causing our incorporation and business confidence stats to plummet. There appears to be plenty of people out there who get it. If you want to know who benefited from destroying Delaware’s business-friendly image, and in turn, Delaware’s economic prosperity, one needn’t follow the complex money trail — that in my view, would eventually lead to Bouchard’s luxorious Bentley — we can look no further in my opinion. I would say just look at Skadden Arps’ and Potter Anderson’s bank accounts. Chancery Court favoritism and corruption has bled our state’s reputation dry, while seemingly to me simply feathering the retirement nests of Bouchard’s unscrupulous henchmen, Robert Pincus and Kevin Shannon. And just so you think I’m not the only one who is seeing things this way; this Washington Post piece has been up for a year — capturing the nation’s frustration with Bouchard’s nefarious actions in America’s First State.   I’ve written about the handling of the TransPerfect Global case, which has dragged down the reputation of our fine state — remember TransPerfect didn’t need “saving” — it was the largest, fastest-growing, and most profitable company of it’s kind.   Bouchard — with his clerk and now cushy Skadden job holder Mary Toscana ( possible payola!) – wrote what I believe are 105-pages of unsupported lies to justify the government take over of this company — and bleed it dry. The Chancery Court still seeks to mask the money trail from the public – One prominent lawyer mentioned to me this case has the most sealed documents in Delaware history. Make no mistake, there’s no reason for these court records to be sealed; they are simply evidence of how much cash was siphoned from the TransPerfect company coffers by those firms which I believe Bouchard empowered to run the company while he guaranteed them judicial immunity (no matter how corrupt). Again, the Chancellor is not above the law, and the public has a right to know.  
  Washington Post Letter writer, nearly one year ago today:  

“Stephen Gandel failed miserably in writing this garbage article. The courts in Delaware aren’t the saviors of this company – they’re actually a corrupt group of attorneys stealing a company from an owner and employees who want to keep it alive. Please report how the judge, Bouchard, handed the case to his friend and plaintiff’s attorney, Kevin Shannon. Report on how Bouchard appointed his former colleague, Robert Pincus, as the custodian to force the sale of the company. Report how the Delaware Supreme Court Chief Justice, Leo Strine, who affirmed Bouchard’s forced sale of the company, is a former colleague of Bouchard. Report how Bouchard, Pincus and Strine all worked/work for law firm Skadden Arps, and now Pincus bills TransPerfect $1,400 per hour to hire his firm’s friends to fleece the company. Report how Skadden’s clients, HIG who owns Lionbridge – TransPerfect’s largest competitor, is “bidding” on the company. Report how Credit Suisse, who owns the debt for Lionbridge/HIG, is consulting for Skadden on this forced sale. Report how Bouchard rubber stamps Bouchard’s bills to TransPerfect for millions of dollars, without letting the public see those bills – while cutting benefits for the TransPerfect employees, which has caused dozens of high-level execs to leave the company in the last two weeks. The “story” is that the court decided to force the sale of the company to “save” the company from the two owners’ bickering. The reality is that the court’s forced sale will ultimately dismantle the company and move thousands of american jobs offshore, so Skadden’s client, HIG/Lionbridge, will be able to service the debt owed to Credit Suisse when HIG “bought” Lionbridge. This is a scam perpetuated by shady lawyers, and the Delaware legislature is doing nothing. Delaware may be the smallest state in the union, but it is making NJ and IL look small time when it comes to corruption and cronyism. Where is the DOJ? Here’s your career case! Just look.”

-John Bruce Dont

  As the letter writer stated, he sees this as a scam put forth by sophisticated and dishonest lawyers – how long can our elected leaders sit by and do nothing, as hardworking Delawareans, certainly seem from my perspective, to lie on a bed of Bouchard’s corrupt weeds growing up to choke us. When will the Chancellor have to answer for his actions? The establishment protecting men in robes from their obvious improprieties didn’t work out so well for the Catholic Church — I’m not sure why legislators believe the Chancery Court is any different.   Check out the old, fallacious, and misleading article that the Washington Post letter writer went after.      I was thinking about judges and confirmation hearings after recently watching the Senatorial process in the confirmation of Brett Kavanaugh as a United States Supreme Court Justice. As I’ve been writing about the TransPerfect Global case, it got me thinking about Delaware’s confirmation process in confirming Andre Bouchard as Delaware’s Chancellor, or lack thereof.   Justice Brett Kavanaugh had a total of 7 FBI investigations, was put through the ringer answering countless questions on uncorroborated allegations, his reputation was tattered, and finally only after completing a nightmare of a process, he was confirmed by the legislative branch.   Did Chancellor Andre Bouchard face any questions about his past judicial decisions? No. About whether he would follow the law faithfully? No. About whether he’d respect the U.S. Constitution given that he’s Canadian by birth? No. About whether he’s even read the U.S. Constitution? No. About whether it is an inherent problem that Chief Justice Leo Strine was his intern at Skadden Arps, and now must judge him on appeals? No.   How do I know this? Because in contrast to Justice Kavanaugh’s confirmation hearing, Chancellor Andre Bouchard’s hearing lasted a total of 13 minutes and he had to answer a whopping ZERO questions from our state legislature — much like his time on bench. In my view folks, his confirmation hearing was a complete sham!   And after all of that, we’ve seen his true character as a judge coming out over the past few years. As most of you know by now from reading my coverage the past few years of the TransPerfect Global case, Bouchard’s life-long friend, who represented former TransPerfect co-CEO Elizabeth Elting in the trial, attorney Kevin Shannon of Potter Anderson, was given every possible consideration beyond normal reason. Additionally, you also know that Shannon’s windfall victory was tainted by the fact that ZERO witnesses testified against Shawe — and ZERO witnesses corroborated Kevin Shannon’s self-serving story. This alone exposes in my opinion the seemingly dark underbelly of the Delaware elites like Chancellor Bouchard. But there’s another ZERO that perhaps you didn’t know… ????   I would say that your elected officials, and especially Senator Greg Lavelle among others who opposed fixing the inequities in the Chancery Court, surely acted irresponsibly in this situation, because there was no scrutiny whatsoever for Bouchard in the vetting process. The position of Chief Chancellor was/is simply too important a position for Delaware to entrust with a man who has been handed everything in his life based on a privileged upbringing and political favors vs. being the right man with the right character for the job. And, now all of Delaware is paying the price for what can reasonably be viewed from my view as Bouchard’s corruption. In my opinion, Bouchard believes paying people back who supported him in his ZERO-bench-experience ascension to Chancellor is his now job. The $250 million which I believe was stolen from TransPerfect to enrich his elite friends, is the prime example of his abusing his position. Delawareans deserved a confirmation hearing with some level of scrutiny on Andre Bouchard from Mr. Lavelle and our other elected officials. Delawareans deserved a real confirmation hearing — and Delawareans deserve better than Andre Bouchard.   In fact, Bouchard, having no experience as a judge, was lazily confirmed in just 13 minutes by the Delaware Senate, after his appointment by the Governor. It’s glaring and he was not properly vetted! Don’t just take my word for it……   Here’s a quick recount of the hearing from Celia Cohen’s April 10, 2014 Delaware Grapevine story “SPEED-VOTING FOR CHANCELLOR” written just after Bouchard’s appointment: “Thirteen minutes were all it took for Delaware to get a new chancellor…Buying a new pair of shoes has been known to take longer.”   Digging into Bouchard’s past, it doesn’t surprise me that he got this job with no scrutiny whatsoever. In fact, since I have followed the case and witnessed the most biased, ludicrous, mismanaged, and outrageous decisions in Delaware judicial history resulting in fleecing and looting of a healthy Delaware company — it actually makes more sense to me now knowing that Bouchard had a ZERO question confirmation. But that doesn’t make it right!   His tenure as Chancellor is a pathetic embarrassment to the State of Delaware; from his fiasco managing the Sussex County Register of Wills office, where he made 3 inadequate political appointments for Chief Deputy — instead of listening to the best and most experienced person, Cindy Green, the elected Register of Wills.   Unlike Brett Kavanaugh, who was deeply investigated, Bouchard’s past is unknown. I wonder if we really got into it, what we might uncover? Of course, we do know he was a member of the Skadden Arps law firm, which is under investigation by the Feds for various possible violations. Kind of makes Bouchard suspect I think, doesn’t it? By the standards now, it seems that people in esteemed offices are deemed guilty until proven innocent. Brett Kavanaugh was considered guilty by every Democrat Senator except Senator Mansion from West Virginia. Yet there was absolutely no corroborating evidence. (This probably wouldn’t bother Bouchard, because Bouchard needs no witnesses corroborating Kevin Shannon’s story — handing Shannon a windfall and ruling against TransPerfect in the most draconian way: Corporate Dissolution!)   Thank God our country has as part of our obligatory system, “a person is presumed innocent until proven guilty.” As a result, Brett Kavanaugh is a Supreme Court Justice and Andre Bouchard will probably remain a Chancellor. But as least Kavanaugh can say he lived through the scrutiny of a tough confirmation, and succeeded. Bouchard cannot. And Delaware will be paying the price for years to come.There was a great novel, among others, written by legal mystery author John Grisham, called “The Firm”. A movie was also made of it where Tom Cruise played a blossoming young lawyer in a law firm that worked exclusively for organized crime and would go to unlimited lengths to protect its secrets. Many of you probably have read the book and seen the movie, as indeed I have as well. The book and the box office smash hit movie “The Firm” have some significance in its plot in relation to the TransPerfect story, except this is real life. Hold that thought.   You might remember the outrageous situation that happened during the TransPerfect saga where Chancellor Andre Bouchard appointed his former colleague from Skadden Arps, Robert Pincus, as a Custodian with unlimited power to potentially bilk this successful company. Pincus billed a whopping $25 million for himself and his firm for attending a once per month board meeting, and court-ordered over $250 million in legal Billings — all a reward for him for failing as mediator and allowing the case to drag on for years — and also drag Delaware’s name through the dirt. He and his cronies, as I understand it from my reliable resources, are a virtual who’s-who of suspected “over billers” including Alvarez & Marsal, Grant Thorton, Houlian Lokey and Credit Suisse. They seemingly, from all the vast sums of actual capital removed, set up a virtual cottage industry around emptying TransPerfect’s once-full coffers to feather their own nests?   One reason this case went on for 4 YEARS, and left this industry leader virtually penniless, from my perspective, is simply because these “prestigious firms” lined up to stuff their faces full with unchecked billing. A New York judge recently called behavior, not nearly as God-awful as the TransPerfect case, “Highway robbery without the six-gun,” for an amount involving 1/100th of what TransPerfect lost.   Further exacerbating the appearances of improprieties is the Skadden Arps $25 million, and much of the other $250 million spent that were ordered by the Court, yet were conveniently unverifiable, because in yet another shady and unprecedented move, Chancellor Bouchard allowed these bills to be paid without demanding checks or itemization. Folks, this unbelievable and unethical action really did happen, and is a matter of public record. Legitimate bills or state sanctioned theft — which is it? You can’t decide because Bouchard’s crew masked public transparency by billing only line items such as “$2 million for legal services” (and that’s for ONE month) and by getting the court to seal documents. I heard from one Chancery Court insider that the TransPerfect case has the most sealed documents in the history of Delaware and we are obviously not dealing with national security issues — just an embarrassed judiciary looking to cover their tracks.   According to my reliable sources within the company, none of what actually transpired at TransPerfect was actually necessary. And folks, a lot of people got filthy rich at the rate of $1,450 per hour because of Bouchard hooking them up. Interestingly, Pincus has now retired, and another source has confirmed that Skadden’s pension is based on a partners’ last 3 years of billing — How convenient! The good ole boy backscratching never stops and continues even in the face of scrutiny with today’s news.   There is a woman, named Mary Toscano, who was Chancellor Bouchard’s law clerk on the TransPerfect case. My research indicates that Ms. Toscano is widely believed, within TransPerfect, to be responsible for helping Bouchard in many ways and indirectly creating many of these problems. These actions in my opinion helped to justify Bouchard’s first-ever government takeover of a private profitable company — and this in turn apparently resulted in over $250 million in corporate waste that enriched Bouchard’s friends, and his friend’s friends, beyond belief.   She is also thought to be chiefly responsible for getting the custodian’s unchecked and unitemized bills in the TransPerfect Case approved by the court to be paid. The custodian, Robert Pincus, who was appointed by Bouchard had his bills approved, I’ll make this point once more — without itemization! Millions and millions of dollars went to Pincus. In exchange for rubber stamping bills often in the millions for one month’s “work” — using the term loosely, my opinion is that she is now being given a cushy job at Skadden as payback, and this presents yet another appearance of impropriety that should be investigated and stopped. Perhaps this job buys her silence?   Could this be a clever move for Skadden to lock up Mary Toscano with a higher-paying attorney job, which will probably result in shielding her from ever having to testify against Bouchard? Who knows what really happened, regarding Ms. Toscano’s employment with Bouchard’s friends?   Only in Delaware folks and just when our Chamber of Commerce rankings of Delaware’s top economic driver, the incorporation business, has plummeted based on the Chancellor’s perceived improper renderings and directives. Without legislative reform curbing their unchecked power, Skadden and Bouchard can easily use Delaware to possibly and continually to take advantage of companies to enrich themselves and their friends. Let’s not forget, Bouchard was a plaintiff attorney that sought to sue companies after every merger, saying the price was too low regardless of how it was priced — for those of you that aren’t in this circle it is my opinion: Bouchard was the corporate lawyer equivalent to an ambulance chaser.   And let’s not forget Skadden Arps — Reminiscent of the movie “The Firm”, with so much possible connection with wrongdoing attributed to this law firm by the media, is it really a stretch to believe this seemingly-suspect organization’s tentacles extend to the Wilmington office? Or perhaps they even originate there?    It is upsetting for me to watch what I view as one of America’s greatest business success stories, TransPerfect Global, a Delaware corporation, crumble under the Chancery Court’s apparent improprieties, which have made this once esteemed institution now appear suspect. It is truly inequitable as the actions by this court have filled the pockets of Skadden Arps and the court’s other “consultant” friends, while TransPerfect employees lose raises and bonuses, as this great company suffers. Chancellor Bouchard, I hope you and your cohorts enjoy all the money you seem to be plundering from this 25-year-old company… started in a NYU dorm room and now being picked apart by a careless custodian all with your approval. Know that when you try to fall asleep at night, is it not only the TransPerfect employees’ lives you are destroying, but Delaware’s business reputation, Delaware’s jobs, and in turn, Delaware’s economy. I’m shaking my head as I write this. What you have done is grotesque by any reasonable legal, business standards. Please see below… the resignation letter of the company’s CTO, Mark Hagerty. He cites Custodian Robert Pincus’ corruption, and how Pincus forced him to make a pirated copy of the Wordfast software (see my last article). The letter reported by Doug Rainey on “Delaware Business Now”, appears in full below. According to the CTO’s affidavit and testimony, from what I can see, Elting’s allegations and Bouchard’s conclusions are completely false. Also, it looks like this guy is clearly a heavy-hitter in the technology world, having worked for Larry Ellison at Oracle, and the founders of Abode as well. Read his letter and feel his frustration, and his venom towards this court-corruption. It leaps out at you. With what’s happening to TransPerfect and now Wordfast (which was not even a part of the trial!), it is a joke to think Amazon or any other technology company would want to incorporate in Delaware, much less put their second headquarters in our great state! Thank you, Chancellor Andre Bouchard. What you are doing is truly despicable. The company is currently in a sales “auction” process, run by Custodian Pincus. From my perspective, folks the whole thing looks like a rigged money-making machine for Credit Suisse, Alvarez and Marsal, Skadden Arps and other “consultants” who are friends of the court — and their “other client” HIG (who owns TransPerfect’s #1 competitor, Lionbridge)? For proof of conflict and impropriety, see this quote: “Robert Pincus, an attorney appointed by the Delaware Court to sell TransPerfect, said “business remains ‘very strong’ and the 4,000-employee firm has ‘a deep bench of talent’.” But he then added, “that more executive departures might loom, which could make TransPerfect less attractive to a potential buyer and drive down its sale price.” – Crains New York Business Magazine. What receiver or custodian or seller of any business, in their proper mind, would make these kind of comments to the press? By his own astonishing admission, Pincus looks to be violating the courts (ill-conceived) mandate and stating that his own idea of running an expensive auction will not “maximize shareholder value”… so why is he doing it then?? To maximize his own value?? You have heard me try to fight through my articles, what I view as clear, judicial corruption within the State of Delaware from the outside as an educated and informed observer for over a year, but now I urge my readers to please read carefully the letter below and see how it feels from the inside, when it affects someone’s job and his family! Scary and heart-breaking. I again call upon our elected officials to make changes in the law that will prevent future arbitrary and capricious actions by arrogant and rogue judges who think they can legislate from the bench.    

RESIGNATION LETTER OF FORMER TRANSPERFECT CTO, MARK HAGERTY

Dear Mr. Pincus, By this letter, I officially tender my resignation as Chief Technology Officer of TransPerfect, effective immediately. I am submitting this letter to you because it is my understanding that you are for all intents and purposes in control of the company. As the Delaware Court of Chancery appointed Custodian for TransPerfect Global, Inc. for over two years now, you have been, and continue to be, in a unique position of power over the employees at TransPerfect. You control the future of the company by virtue of the power the Court has bestowed upon you and your ability to vote on company issues as a member of the Board of Directors. While my tenure at TransPerfect has come to an end, it is my sincere hope that by stating the reasons for my resignation in this letter you will consider the impact your decisions have on employees of TransPerfect and ultimately on the value of the enterprise itself. What I have witnessed firsthand during these past two years is that you do not value, and do not care about, the employees of TransPerfect. I thought you were supposed to be a neutral third party appointed to the board of directors to make decisions that were in the best interests of TransPerfect during this ongoing court ordered process. I thought that being a Custodian for TransPerfect meant caring about its employees, who are the ones that have made it into the success it is today, and who are the lifeblood of the company. Without the tireless dedication of the employees, TransPerfect would not be what it is today, and they all deserve to be treated with respect and motivated to continue to grow the company. I know how important the employees are, and how much they have contributed to the growth of TransPerfect because I have been a loyal employee for over 14 years, witnessing it firsthand. When I joined TransPerfect the company had no technology at all, it licensed Trados and SDLX and products from competitors. TransPerfect was unable to even get to the table for large enterprise sales deals that involved technology because they had none, zero technology. Starting with GlobalLink Content Director (which I personally coded and supported and extended for clients like Avis and Dollar/Thrifty), I created the architecture of TransPerfect’s technology products and have hired, trained, mentored, and led an incredible technology team that is now the industry leader. I created the initial GlobalLink Project Director product with a small development team for the Yahoo/FIFA World Cup in 2006. In addition to currently being the technology leader in the space with major enterprise customers like HPE and Dell/EMC, GlobalLink Project Director is now the cornerstone of the entire TransPerfect production operation, translating billions of words per year for our clients, improving gross margins for our internal production centers, reducing employee turnover and improving the quality of life for our project managers by eliminating manual tasks and increasing efficiencies. I am responsible for GlobalLink OneLink, our website translation proxy product, brought to market in just one year by creating the architecture and code for the first version with a talented senior software developer who I recruited and convinced to join the company because I knew he could deliver. The list goes on, but you should already know about all of our great technology products, created during my 14 years as CTO, during your preparation to sell the company. So far in 2017 our GlobalLink branded technology products, which I am responsible for creating and evolving over the past 14 years, are directly responsible for roughly 35% of TransPerfect revenue, and even for customers that do not license our technology, our internal production teams at TransPerfect use GlobalLink Project Director and the suite of products for over 90% of all translation jobs that the company delivers. In the last 6 years, one such product, GlobalLink OneLink, alone has brought in $31 Million dollars in technology licensing revenue, and over $107 Million dollars in total revenue including services, while GlobalLink Project Director has brought in $40 Million dollars in technology licensing revenue and over $311 Million dollars in total revenue including services. That is well over $400 Million in revenue directly related to these two GlobalLink products in just the last 6 years. Our year over year growth for technology and services through three quarters from 2016 to 2017 is over 40%. Clearly as CTO who is responsible for these technologies, one would think I would be congratulated and rewarded for this kind of success. Then I look at my paycheck and my compensation has not changed in 2 years. I make the same salary today that I was making in 2015. Mr. Pincus, you are on the board of directors, the board controls my compensation. You are responsible for this unfair treatment of me. Have you been able to force TransPerfect to pay you whatever you want, increase your hourly rate, and hire as many other Skadden lawyers to enrich your firm and your pockets? Is it really fair and just that Skadden makes millions of dollars annually from TransPerfect, and I don’t get a raise for two years when I am responsible for generating 35% of the revenue and profits that are used to pay you and your firm and the firms you hire to assist you? Money, Greed, Power, Arrogance: these things corrupt people, have they corrupted you? I have dedicated the last 14 years of my life to TransPerfect. I am directly responsible for hundreds of millions of dollars in revenue. I am responsible for millions upon millions of dollars in profits over the years that went directly to Liz Elting and Phil Shawe as shareholders. By creating the technology platform that increased the value of TransPerfect by hundreds of millions of dollars, I have delivered in my role as CTO. Who is going to profit from all of my hard work besides the owners of TransPerfect? Robert Pincus will profit. Skadden, Arps, Slate, Meagher & Flom will profit. Credit Suisse will profit. Joel Mostrom will profit. Alvarez and Marsal will profit. EY will profit. Every firm you hire to assist you will profit. But there is no recognition of my contributions to the value of the company, and there is no upside for me. In fact, the only possible upside for the TransPerfect success that I, Mark Hagerty, ever had was Phantom Stock. The Phantom Stock program was created at my urging to Phil Shawe for the company to give some upside to employees as the company grew, since as a private company there was no opportunity for real equity for employees. There was always the hope that as the company grew and continued to be profitable the Phantom stock would be worth something significant. In fact the Phantom Stock price had been increasing every quarter, every year, along with the company success. But then, it began to decline after you became Custodian. How is that possible? Company revenues have continued to increase every quarter, one would expect the Phantom Stock price would go up too. But there was always a profit component to the formula for Phantom stock, and the millions of dollars in money spent by yourself as Custodian on Skadden and Alvarez and Marsal and others you hired, devalued the Phantom Stock, driving the price down even as the company grew. I wonder, when you and your investment bankers calculate EBITDA for TransPerfect for the sale, I bet you exclude all of these legal costs and other millions of dollars of costs from that calculation, right? You probably say it is a one-time extraordinary expense that will not exist after the sale, so you exclude that from the calculations, right? That helps you sell the company at a higher valuation, right? But, for the Phantom Stock calculation, did you apply that same reasoning? No. Did you care about the value of the Phantom Stock to the employees? No. When I cashed in my Phantom Stock, the payout was far less than expected because of this. I lost a lot of real money as my Phantom Stock declined in value, the only possible upside in the company that I ever had, as a direct result of you and your law firm billing TransPerfect for millions of dollars in fees. You had the power to amend the Phantom Stock plan to keep your extraordinary fees from depriving TransPerfect employees of the true value of their labor. But you didn’t. How is that fair to me? How is that fair to the other TransPerfect employees that actually contributed to the incredible growth in the value of TransPerfect as a company? On the topic of being fair to employees, I have attached an email I sent you back in February of 2016 regarding employee health benefits. TransPerfect CUT employee health benefits in 2016 compared to what they were in 2015. You had a choice, you could have done the morally right thing and kept benefits the same, you had the power. You could have shown that you do care about the TransPerfect employees. It was a tiny amount of money, nothing compared to what you make annually and the millions of TransPerfect dollars that goes to your Skadden law firm and the firms and consultants you hire. But you chose to cut employee benefits because that meant spending a few TransPerfect dollars on actual TransPerfect employees. If you are so convinced cutting employee benefits is a good decision, have recommended to your own Skadden law firm that they should cut employee benefits too? Shortly after you became Custodian, on Dec 1, 2015, I emailed you directly about another employee related issue. I asked you to please resolve the Yu-Kai Ng employee situation, regarding the unfair treatment regarding his pay. As Custodian you had the power to do the right thing and solve that issue quickly and easily with very little cost to TransPerfect. Instead you chose to spend TransPerfect money. You hired an investigator to write a report (how much did that cost?) that was, in my opinion, completely flawed. The investigation was flawed because the investigator never bothered to speak with me, Mr. Ng’s immediate supervisor, at all during the investigation. Wouldn’t any competent investigator seeking the truth have at least taken an hour of his time to interview Yu-Kai’s boss and get clarification on the situation. By not resolving the issue, you forced Yu-Kai to sue TransPerfect, causing him unnecessary stress and duress by having to sue his employer to receive his proper back pay and future pay. No employee wants to have to go through the hassle of hiring an employment lawyer and suing his own employer. You forced a situation that went on for many months and required mediation to settle. How much TransPerfect money did you waste to settle that case when you could have solved it by paying him fairly what he was due and spending nothing extra? How much money did Skadden and other firms you hired bill TransPerfect related to settling the Yu-Kai lawsuit? If you had just been unbiased and fair and focused on your duties as Custodian, TransPerfect would have saved a lot of money. I would venture to guess that the total money spent on lawyers and investigators exceeded what Yu-Kai was owed. Who profited from that? Not Yu-Kai. Not TransPerfect. Only lawyers and investigators. How many other employee related lawsuits have you directly caused by your decisions on the board? Continuing on the topic of how you choose to treat TransPerfect employees, and how you do not value their contributions to the company, I received an email from Carol Chuang in HR on September 5th where I was informed Keith Brazil’s title promotion to Senior Vice President was rescinded. I had subsequent follow up with her and her response on September 14th where she says the board “specifically also discussed his promotion and voted to rescind it.” As the controlling vote on the Board of Directors, that means you had the power to decide on this issue. This is such a petty issue, has no bearing on the sale of the company whatsoever, and the only goal of voting to take away a deserved title promotion from Keith Brazil is to send a clear message that the Board does not care about the employees. It is clear from the email thread that Keith was promoted before any new rules were put in place regarding titles. Also, the Board did not even bother to ask me, his manager, to actually give the reasons for his promotion, which would have clearly illustrated why he clearly deserved it. The bottom line is you decided to embarrass a critical technology employee, someone who has been with the company even longer than me and who has had a huge impact on the success of our technology. There is no valid reason for you voting to strip his title, but the message was clear to this and other hardworking employees: you are in charge and they don’t matter at all. We are talking about a title, not money. If you sent out a poll to all of the employees in the company and asked them if Keith deserved to be promoted to Senior Vice President, I am certain the vote would be overwhelming in favor of his new title. Everyone on his team, everyone in Sales, everyone in Production would agree he deserves it. But somehow, the all powerful Mr. Pincus gets to decide and chooses to rescind his title instead of affirming it. What effort did you even take to find out if he deserved it? I know the answer, since you never asked me about it …. None. I believe you are aware that the social security numbers, home addresses and annual salary information of TransPerfect employees were handed over to criminals who specialize in identity theft. As a result, I and every other TransPerfect employee have to lose sleep worrying about someone possibly stealing our identity, filing false tax returns on our behalf, or raiding our social security benefits in the future. I personally had my IRS refund delayed for 4 months because I had to schedule an in person meeting to prove my identity before I could get my refund. These are hassles and stresses I don’t enjoy that I have to worry about forever, for the rest of my life, just like every other U.S. TransPerfect employee. Why? It is my understanding that after your hand-picked head of Accounting, Joel Mostrom of Alvarez and Marsal took over the department, someone under him responded to an obvious phishing scheme and sent out all of the company W-2s with employee names, addresses, and social security numbers to someone that specializes in identity theft. That person must have been untrained for the job they were doing, because anyone with any knowledge of privacy laws and anyone that understands anything about keeping social security numbers confidential would never have replied to that email even if it came from Liz Elting herself rather than an impersonator. There is no reason to ever send all of the Social Security numbers of the employees to Liz Elting or anyone that might ask for them. If a CEO or Board member asks for employee compensation information, that can be supplied without giving out the actual W-2s and comprising employee social security numbers. By hiring Mr. Mostrom, by extension you caused this breach that impacts me and every TransPerfect U.S. employee now every day for the rest of our lives. Throughout this sale process over the last two years, I have continued to keep my head down, tried to ignore the noise and just do my job. By any fair evaluation, I have done an exceptional job, improving our technology products, increasing our reputation as the leader in technology in the translation space, increasing our customer base, and growing our revenues with remarkable growth over the last 2 years. During 2017 I have been asked to provide lots of information and I have done everything asked of me. You hired EY to prepare a report on the company to give to prospective buyers. I provided information to EY whenever they asked for it, spending considerable time to give them very detailed spreadsheets and information. I met in person with EY when they asked for it and answered all of their questions. I fully cooperated with them. The same goes for Joel Mostrom every time he asked me for information. I participated in phone calls with Joel, and even with you, whenever I was asked. I answered every question asked of me. The same goes for Adam Mimeles, TransPerfect’s corporate attorney, whenever he asked for anything related to due diligence for the sale, I have provided it, in detail. The only time I hesitated for even one minute was when James Pak of Skadden asked me about Wordfast source code. On Wednesday, August 9th, James sent me an email asking for a conference call. I immediately replied that I could do it the following day, Thursday, August 10th and asked him what he wanted to talk about, so that I could be prepared. When he replied that it was about Wordfast source code, I was very concerned. I had provided Wordfast employee, cost, and product information to EY for their technology report. When they finalized their report, they had removed Wordfast as a category. I was told that was because Wordfast was not part of the sale. I later had a call with you and Joel Mostrom where you asked me what other CAT tools TransPerfect owned (I mentioned Alchemy Catalyst) and what it would take to replace Wordfast after the sale. These interactions made it clear to me that Wordfast was not owned by TransPerfect and not included in the sale. That was made clear to me by you, EY, and Joel. When Mr. Pak asked me to discuss Wordfast source code, I reasonably felt very uneasy because I did not want to be exposed to liability for discussing third party proprietary information, such as source code, related to Wordfast. On Thursday I told Mr. Pak I couldn’t do the phone call until this issue was resolved. It then took until the end of the day on Friday, August 11th before I received a letter from you, Mr. Pincus, granting me indemnity related to Wordfast. Over the weekend and on Monday I was on a scheduled vacation in Maine with my family hiking, and Tuesday I was driving back to Boston from Maine and flying back from Boston to San Jose, CA so that I could be back in the office on Wednesday. I had an out-of-office message indicating that I could be reached on my cell phone in the case of an emergency. When I returned to the office I immediately emailed Mr. Pak and set up a call with him that morning. I spoke with him and answered all of his questions and educated him about our products and the source code. It was only after I had spoken to Mr. Pak that I saw the letters Skadden had sent to my attorney threatening Board action against me. I was actually shocked by that when I found out, but then I realized it was in line with the standard bullying and intimidation tactics that you and your Skadden firm use in dealing with TransPerfect employees. I immediately called up Mr. Pak and asked him to apologize to me personally, as I had been fully corporative and my vacation was planned months in advance. I pointed out to him that he could have just called my cell phone on Monday if it really was so urgent, and such an emergency that it caused Skadden to threaten my job for being on vacation for 2 days. He said my cell phone was not in my out-of-office message so he couldn’t call me. I never put my cell number in my OOO messages because that message goes to every person that emails me, and I don’t want to give out my personal cell phone number to every person that sends me spam or any external person that emails me. It is really quite astonishing to me that Mr. Pak could spend the time to write threatening letters but couldn’t take the time to contact someone inside of TransPerfect and ask for my cell number. It is not a secret to anyone in the company, my cell phone number is available in outlook and in the company directory. I was actually suprised that Mr. Pak refused to apologize after he fully understood everything. He was quite nasty about it and simply said, “You will NEVER get an apology from Skadden!” I know I did nothing wrong, I was just being cautious and trying to not get in any future legal trouble, and I was fully available if Mr. Pak had just even attempted to reach me on my cell, which he did not. I then proceeded to actually find a way to give him access to the source code in the most secure and quickest way possible. I personally set up a virtual machine in AWS and secured access to it and granted him access right away. It then took Mr. Pak multiple days just to provide the proper forms for the IT department so that access could be given to another Skadden lawyer and two experts hired by Skadden. If everything was so urgent, I don’t know why it took so long for that to happen. Delays caused by Mr. Pak and Skadden don’t seem to matter, but if I am on vacation for 2 days that requires me to be threatened by Board action (a Board which you control and hold all of the power as the deciding vote Mr. Pincus). All of this once again proves to me how much Skadden is biased against me, even though I have been totally cooperative. Despite how Mr. Pak had treated me, I continued to do everything he asked of me. I got on conference calls with him and his experts. I set up a call with Chris Cowperthwait when Mr. Pak asked for that, keeping it a secret what the call was about, because that is what Mr. Pak asked me to do. I sent email to Jean-Philippe Odent when he asked for that. I answered every question he asked of me. Despite my complete cooperation with Mr. Pak, he remained totally condescending and rude to me when he directed me in email to transmit the source code electronically to him on Sept 19th. I even forwarded the email to Adam Mimeles to get his opinion and his response was “I am also troubled by James’ tone in the other email”. Even with the poor, unprofessional treatment of me by Mr. Pak and Skadden, I personally copied the files onto a secure drive, working late into the night, and hand-delivered them to Mr. Pak in his office instead of delivering it to him in an insecure way (he originally requested insecure unencrypted ftp). I still don’t feel right about being forced to give over Wordfast source code, and I hope I don’t get sued for delivering a copy of it to Skadden and your experts. I am still totally unclear why Mr. Pak and Skadden had to hire TWO experts to look at the code, neither of which ever asked me even one question about the source code over the course of the past two months. When we had a patent litigation trial, we only needed to hire one expert. The other side only hired one expert. Why Skadden had to pay two experts, spending more TransPerfect money, is beyond me. But I guess when you are not spending your own money it doesn’t matter, just spend, spend, spend. I had trouble sleeping all weekend long. I kept thinking about the conference call I was asked to participate in on Friday by Credit Suisse with Citi financing bankers. This was the very first call I was asked to participate in related to the sale of the company. I answered all of their technology questions, I explained some of the culture of the company and the growth potential for the future. I gave them my background and how we have grown technology over the past 14 years. At the end of the call I felt really good about myself – reflecting on my fourteen years as CTO I felt that I really have done a lot of great things for TransPerfect. I was proud of what we have built here, and my contributions to TransPerfect. Then, as the weekend went on, I kept thinking about this being the very first time I have been asked to talk at all to anyone during the sale process. I have clearly been purposely excluded from every other call. I have been given zero indication that I might have a future with the company post-sale, quite the opposite. When the sale process started, I was informed that TransPerfect management would have a seat at the table. There was hope that the senior management of TransPerfect would be able to participate and submit a bid and be a part of the process. Then that promise went unfulfilled. Senior management does not support a sale to H.I.G., and wanted a chance to compete for company ownership. Our senior management team was told “NO”: you cannot submit a bid, you cannot participate in the process, you have no chance. You, with your actions, have made it abundantly clear that I have no future with the company post-sale, and in fact you don’t really care about the future of the employees of TransPerfect at all. Once you sell the company, you cash out, go back to your wealthy law firm, enriched with unchecked TransPerfect fees, and wait for the Court of Chancery to give you the next opportunity to bill millions of dollars in fees with no accountability and unlimited power. I, on the other hand, will be out of a job with zero compensation beyond my past salary for the hundreds of millions of dollars in value I created for TransPerfect over the last 14 years of my life. So I thought about that all weekend long and came to the conclusion that I am not going to keep coming to work every day continuing to create value for TransPerfect, just waiting for the day the company gets sold to a competitor and I am out of a job. I just got back from the third annual GlobalLink Next conference in Chicago. It was so uplifting to hear our customers talk about how happy they are that they chose GlobalLink technology, how great TransPerfect is to partner with, how we solve their problems and how our technology is so much better than the competitors in our space. They know this firsthand because many of them switched from a competitor solution to GlobalLink and sing the praises of the GlobalLink technology. I love our customers. I love the technology I have created here. I love my senior technology team, many of whom have been working for and with me for ten years or more. I love our senior management team. Fourteen years I have been working to build something great, working tirelessly, with so much pride and dedication in my work that I never use up my annual vacation days and thus max out and lose vacation days every year. That has kept me here through all the turmoil, and I have kept my team together through it all. But my contributions are clearly not valued, as evidenced by the lack of a raise in 2 years, and everything else I have outlined in this letter. I just kept asking myself all weekend, “I have no future here, so why am I still here?” This resignation letter is the answer to that question. Sincerely, Mark Hagerty, Former CTO of TransPerfect Translations International, Inc.
   
Please note new e-mail address, [email protected]
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Please make absolutely no mistake about it, Delaware is in huge financial trouble. After a few legislative band-aids were implemented to temporarily balance the budget in 2017, next year is going to be five times worse. Unemployment is rampant and Delaware’s incorporation bonanza is going to disappear, not only because of the increase in the cost of franchise taxes, but because business people nationwide no longer trust Delaware’s Chancery nor the Delaware Supreme Court to render fair and equitable decisions based on logic and legal precedent. The responsibility falls mainly at the feet of Chancellor Andre Bouchard whose controversial and subjective rulings in the TransPerfect case have rocked the nation’s business world. The appearances of improprieties in this unprecedented adjudication exposes the extreme bias, rampant cronyism, and corruption that has long plagued Delaware and has now caused the precipitous drop in Delaware’s ranking in the U.S. Chamber of Commerce Survey as the best place to incorporate in America, from first place to eleventh place!   Interestingly, a few lawyers, a Court-appointed Custodian, and the law firm of Skadden Arps with the help of Delaware’s Chief Chancellor Andre Bouchard and Delaware’s Chief Justice Leo Strine of the Supreme Court (all interconnected and members or former members of the same law firm) have become filthy rich at the expense of TransPerfect. Protected by opposition from the Delaware Bar Association and certain ESTABLISHMENT LEGISLATORS who apparently have no interest in positive change, absolutely nothing has been done to repair the now broken reputation of Delaware. Senate Bill 53 (sponsored courageously by Senator Colin Bonini) was released from committee, but does not yet have the support needed to pass. My sources have reported that the combined fees to TransPerfect, based on Bouchard’s ridiculous manner in which he handled the case, are now over $150 million dollars… Insanity!   I have followed and researched this case in detail, read all the transcripts, and interviewed many involved. I believe I know more about this case than any person on earth. I know when there is a grotesque injustice happening, and folks this TransPerfect case is the most grotesque I have ever seen. I predicted that Delaware would suffer the consequences of its recklessness, and what many are calling criminal behavior, a long time ago. I have also recognized when serious consequences are happening to the detriment of Delaware’s citizens. Hopefully this time someone will finally listen and do something about it.   That being said, one of my readers forwarded one of my recent articles to a State Senator from Milford who is a Republican, voicing his concerns about this situation. The Senator’s reply, knowing about the fleecing of TransPerfect, the incestuous connections in the judiciary, the dissenting opinion by Justice Valihura, and the national criticism of Delaware’s unfriendly business reputation – dropping from # 1 to # 11 in a national survey, rudely said, “consider the source”. It is obvious to this writer and investigative reporter – that like this State Senator – there are many on both sides of the political aisle in the Delaware General Assembly, whose only care is to keep the status quo and keep everything within the good ole boy network, regardless of the damage to our state’s reputation and financial well being.   Please read the article below and seriously take it under advisement when casting your future votes for choosing our state’s leaders.   As always your comments are welcome.   Respectfully submitted,   JUDSON Bennett-Coastal Network  

Transperfect case part of why Delaware’s business law is losing ground: Delaware Voices

Chris Coffey

Published 10:06 a.m. ET Oct. 7, 2017

tuskventures_headshot_chris_coffey

Although the regular troupe of Delaware judges and lawyers shrugged off the troubling fall from the number 1 spot to number 11 in the U.S. Chamber of Commerce’s business litigation survey, Delaware residents are acutely aware of the state’s recent rankings plunge.

Delaware has always shouted its top ranking in the chamber’s review, and rightly so. However, now that Delaware has tumbled out of the top 10 in most areas of the well-respected poll, the survey has been disregarded by the same groups that have taken pride in that ranking for over 15 years. They now focus on the methods of the survey instead of the content of the results.

Citizens for a Pro-Business Delaware began as the voice for the thousands of silenced TransPerfect employees who have been impacted by the uncertainty of an unprecedented decision by the Delaware courts. However, the message resonates so vividly for Delaware residents that thousands more have joined to express their concern for the employees who live in Delaware and neighboring states.

When legislators passed the TransPerfect bill out of committee last summer, it was because they heard from thousands of Delaware residents who saw the future ramifications of the court-ordered TransPerfect sale.

While many supported the bill, it appears that some legislators hoped that they could remain in good graces with a very powerful band of judges, lobbyists, and lawyers, dismissing their constituents’ voices. Many, including the chair of the Senate elections and government affairs committee, proclaim they want Delaware to be the beacon for corporate law, but then they refuse to listen unless the jobs are Delaware jobs.

If this keeps up much longer, Delaware jobs will fast follow as the state continues to plummet in the business rankings. If these jobs go overseas, the 11th ranking will look like a pleasant memory.

Unemployment is already on the rise in Delaware. Do we need more uncertainty? Average Delawareans, on the other hand, empathized with the families about to lose their income and saw how the TransPerfect sales will be perceived: A state court meddling in the affairs of a private company, risking thousands of American jobs and Delaware’s ability to keep and attract businesses incorporated in the state.

Now, the U.S. Chamber of Commerce has reported that over thirteen hundred business executives and lawyers who control companies that earn $100+ million in annual revenues no longer believe Delaware is even in the top ten of business-friendly states. And if Delaware’s litigation leaders’ reaction is to disregard this long-treasured ranking, how much further will Delaware drop?

As the TransPerfect sale continues, thousands of Americans may move closer to losing their jobs to overseas workers, a common translation industry practice. Citizens for Pro-Business Delaware will focus its efforts on keeping jobs here in the United States.

We want to see any potential winner of the custodian’s process to include a commitment that 80 percent of the   domestic TransPerfect employees will remain in the United States for five years. We are calling on the governor and legislature to demand that any future outcome of this company involves leaving the jobs in the United States.

Every day, I speak with hard-working people who live in uncertainty about a process that feels rigged. A New York judge threw out the TransPerfect case based on its lack of merit yet after a second try in Delaware, an unprecedented ruling had led us to this scary place. The decision enriches a few Delaware elites, and one owner who wants to sell.

It subjects thousands of workers to massive uncertainty, and very possibly the loss of their jobs. The decision has helped to drop Delaware’s reputation for being the most business-friendly state, yet the courts continue.

If TransPerfect is sold and thousands of American jobs move overseas, how far will Delaware’s ranking fall? Will other companies incorporated in Delaware, like Ancestry.com and Dole, wait to see if Delaware disbands a company that is a global leader in translation services?

Citizens for a Pro-Business Delaware will continue to be the voice of thousands of TransPerfect employees and Delaware residents, as well as the supporters across the nation who recognize that Delaware is willingly leading the exodus of thousands of well-paying American jobs.

The custodian has tried to silence our efforts, but we will not kowtow to threats or intimidation. We will continue to fight for TransPerfect, and in turn Delaware. We will not back down from standing up for Transperfect employees. Delaware’s economy shouldn’t suffer even more because of a short-sighted unprecedented decision which could cost this country 3,500 jobs.

Chris Coffey is the campaign manager for Citizens for a Pro-Business Delaware, a group of TransPerfect employees and Delaware citizens working toward a solution in the case that preserves current jobs and the company.

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

TransPerfect Mom Wants To Investigate Custodian’s Expenses

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

Question: What do all of these have in common?

    Answer:  Law firm- Skadden Arps.    As Bouchard’s handling of the TransPerfect case melts the main driver of Delaware’s economy (incorporating businesses), it also appears the ice may be melting beneath the feet of legal giant, Skadden Arps.   As I have been calling for an investigation into Bouchard, Bob Pincus and Skadden’s outrageous billing of TransPerfect, The New York Times reported this past Thursday that Skadden Arps is under investigation for potentially corrupt payments from the Ukraine.  I hope the investigation spreads to the Wilmington office of Skadden—God knows what they might uncover?  I always wondered where Bouchard learned his tradecraft? Bouchard’s alma mater and Pincus’ current employer were just featured in the New York Times.  Apparently, some of Skadden’s fees were shady enough to catch the eye of the Justice Department.  And, in my opinion, nothing could be shadier than the Custodian’s TransPerfect bills, which are now rumored at the company to exceed $500,000 per month?!   Here is an actual picture from a Spanish Newspaper of Bob Pincus drowning in money !  
Robert Pincus

Robert Pincus, lawyer partner of the firm Skadden and judicial administrator of Transperfect / FOTOMONTAJE CG

    Robert Pincus,   Below is the story as it ran in The New York Times.  I’m sure it’s all just an innocent coincidence—or is it?   Your comments are welcome as always, JUDSON Bennett-Coastal Network
Skadden, Big New York Law Firm, Faces Questions on Work With Manafort By KENNETH P. VOGEL and ANDREW E. KRAMER SEPTEMBER 21, 2017 The New York Times  WASHINGTON – Five years ago, Paul Manafort arranged for a prominent New York-based law firm to draft a report that was used by allies of his client, Viktor Yanukovych, the Russia-aligned president of Ukraine, to justify the jailing of a political rival. And now the report is coming back to haunt it. The Justice Department, according to two people with direct knowledge of the situation, recently asked the firm, Skadden, Arps, Slate, Meagher & Flom, for information and documents related to its work on behalf of Mr. Yanukovych’s government, which crumbled after he fled to Russia under pressure. The request comes at a time when Mr. Manafort, his work for Mr. Yanukovych’s party and for Russian and Ukrainian oligarchs as well as the handling of payments for that work have become focal points in the investigation of the special counsel, Robert S. Mueller III, into Russian meddling in the 2016 presidential election, and connections between Russia, Mr. Trump and his associates. It’s unclear if the Justice Department’s request to Skadden, as the firm is known, is part of Mr. Mueller’s inquiry. But the interest from prosecutors in what Skadden did for the Ukrainian government is one indication of the wide-ranging nature of the inquiries related to Mr. Manafort. It also highlights the risks associated with advising authoritarian governments overseas, a lucrative sideline among Washington lawyers, lobbyists and public relations consultants. Mr. Manafort played a central role in the effort to shield Mr. Yanukovych from international condemnation, according to consultants involved in the effort. He devised the strategy and recruited lobbyists, lawyers and public relations consultants from across the political spectrum, but left the day-to-day implementation of the campaign to others. Skadden’s report was one element of that strategy. Its conclusions provided a counterpoint to international critics who said that Mr. Yanukovych’s government had prosecuted and convicted the former Ukrainian prime minister, Yulia V. Tymoshenko, on corruption charges in 2011 for political reasons and without sufficient evidence. That kind of international consulting by American firms traditionally has not drawn much scrutiny from regulators or the media, but that has changed in the last year, thanks largely to Mr. Manafort’s role as Mr. Trump’s campaign chairman in 2016 after years collecting multi-million-dollar paydays  from Russian and Ukrainian oligarchs and political parties. As part of Mr. Mueller’s investigation, prosecutors last month issued grand jury subpoenas seeking testimony from officials from at least two lobbying and public relations firms that worked on the team Mr. Manafort assembled to plead Mr. Yanukovych’s case in Washington – Mercury Public Affairs and the Podesta Group, according to two people with direct knowledge of the subpoenas. The firms were paid more than $1.1 million each to try to rally support among American policy makers and opinion leaders for Mr. Yanukovych, and the firms’ lobbyists cited the findings in Skadden’s report to quell mounting concerns about his leadership. The subpoenas for Mercury and Podesta – which followed an earlier round of subpoenas to the firms for documents and information related to their Ukraine work – focused on “Manafort’s money – where it came from, how he got it, what he did with it,” according to a person familiar with the inquiries. Officials at Mercury and the Podesta Group did not respond to requests for comment. Through a spokesman, Mr. Manafort declined to comment. Federal agents raided his Virginia home in July, confiscating documents and copying some of his computer files. Shortly afterward, prosecutors working for Mr. Mueller told Mr. Manafort they planned to indict him. The Justice Department’s request for information about Skadden’s Ukrainian work came after Ukrainian prosecutors asked their American counterparts for assistance in pursuing an inquiry into alleged illegal spending by Mr. Yanukovych’s government. That inquiry included payments to Skadden, though the Ukrainians have not accused the firm of any crime. The Ukrainians nonetheless requested that the Justice Department question Mr. Manafort and Skadden’s lead lawyer on the case, Gregory B. Craig, who had served as President Barack Obama’s White House counsel. Mr. Manafort’s team hoped that the involvement of Mr. Craig, who maintained deep connections to Washington’s Democratic establishment, might win Mr. Yanukovych a more favorable reception with the Obama State department, according to the consultants who worked on the issue. Yet they said that even employees of Mercury and Podesta regarded the report as a “whitewash” that did little to address valid concerns about Mr. Yanukovych’s government. The report was concluded in September 2012 – just before one of Mr. Manafort’s daughters started work as an associate at Skadden – and released in December 2012. The day after its release, Victoria Nuland, a State Department official at the time, called it “incomplete,” at a department press briefing, saying that it “doesn’t give an accurate picture.” She said the State Department was concerned that “Skadden Arps lawyers were obviously not going to find political motivation if they weren’t looking for it.” In a recent interview, John E. Herbst, a former United States ambassador to Ukraine, went further. He said that Skadden “should have been ashamed” of the report, calling it “a nasty piece of work.” Mr. Craig declined to comment. Under the Foreign Agents Registration Act, or F.A.R.A., anyone engaged in lobbying or public relations for foreign governments must register with the Justice Department. But in a statement this month, Skadden contended that “none of our attorneys engaged in any activity that required them or the firm to register under F.A.R.A.” The firm also asserted that its report “did not opine about whether the prosecution was politically motivated or driven by an improper political objective” – an assertion that narrowly avoids directly contradicting the report’s conclusion that “Tymoshenko has not provided clear and specific evidence of political motivation that would be sufficient to overturn her conviction under American standards.” Rather, the firm’s statement said that Ms. Tymoshenko “was denied basic rights under Western legal standards,” was “improperly incarcerated during the trial” and that “in the West, she would receive a new trial.” In June, Skadden refunded $567,000 to the Ukrainian government – about half of the total it was said to have been paid by Mr. Yanukovych’s government. The firm suggested in a statement that it returned the cash because the money had been placed “in escrow for future work” that never took place. Less than a year and a half after the release of the Skadden report, Mr. Yanukovych fled the country amid street protests over his government’s corruption and its pivot toward Moscow. Under the government that succeeded Mr. Yanukovych, the country’s general prosecutors office – Ukraine’s version of the Justice Department – opened criminal corruption investigations into Mr. Yanukovych and members of his government, including his justice minister, Oleksandr Lavrynovych. Court documents in the case against Mr. Lavrynovych alleged that Mr. Manafort “designed a strategy” to enlist Skadden to “confirm the legality of the criminal prosecution of Yulia Tymoshenko and … reject any political motives of such prosecution.” Mr. Lavrynovych’s lawyer, Yevgeny V. Solodko, rejected the charges against his client, characterizing the case as a politically motivated crackdown on officials from the former government. The general prosecutor’s office, under a mutual legal aid agreement with the United States, began asking the Justice Department and the F.B.I. for assistance with the investigation into Mr. Lavrynovych starting in late 2014. But neither the Justice Department nor the F.B.I. had responded to the requests as recently as March, when the F.B.I. director at the time, James B. Comey, was asked during a congressional hearing why the Ukrainian requests for assistance had gone unheeded. More recently, Ukraine’s prosecutor general, Yuriy Lutsenko, acknowledged in written responses to The New York Times that his office had begun working with the Justice Department to investigate the payments from the Ukrainian Justice Ministry to Skadden. Asked whether Ukrainian prosecutors are assisting in Mr. Mueller’s investigation, Mr. Lutsenko’s office was coy. In a statement, it said that it had not publicly disclosed any such cooperation, but it also noted that not all international judicial cooperation can be disclosed. Representatives for Mr. Mueller’s team and the Justice Department declined to comment. Kenneth P. Vogel reported from Washington and Andrew E. Kramer from Moscow. Charlie Savage contributed reporting, and Kitty Bennett contributed research. Kenneth P. Vogel reported from Washington and Andrew E. Kramer from Moscow.  
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Below is an article from LAW 360 by Jeff Montgomery that makes my blood boil and head want to explode. Having followed every detail of the TransPerfect legal saga, which in my opinion, is a prime example of the corruption and cronyism that now exists in the Delaware Court of Chancery since Chancellor Andre Bouchard assigned the TransPerfect case to himself.  It is time for the Legislature to form a special commission to investigate Chancellor Andre Bouchard, Bob Pincus of Skadden Arps, and Kevin Shannon of Potter Anderson.   The Citizens for a Pro Business Delaware took the bold step by being an effective whistleblower and exposing what is in my opinion and the option of many others, a government aided heist of over $21 million dollars that has been fleeced from TransPerfect, a healthy company by any measure, since Bouchard and Bob Pincus commandeered the firm roughly 18 months ago.   Huge amounts of money are continuously flowing into Pincus’s current and Bouchard’s former law firm, Skadden Arps, (and their “consultants”) and out of TransPerfect. Just Pincus and his firm alone are billing $300,000 to $400,000 per month. The numbers are having a devastating effect on TransPerfect. Hard-working employees, many of whom dream and counted on a mere $5,000 bonus at the end of the year are now being told to expect less, or nothing at all. I’m told raises are lower and lower, and virtually no money is being re-invested in people or infrastructure.   Now in a desperate attempt to gain revenge against the employees who went public to expose his scam, Pincus has asked his buddy Chancellor Bouchard to allow him to conduct an “investigation” of the Citizens Campaign and TransPerfect employees concerning potential leaks regarding information over LionBridge, a potential bidder and well-known competitor who might be interested in buying the company.   This action by Custodian Pincus is nothing more than a false pretense for a good old-fashioned witch-hunt to fire the people that, expressing their First Amendment Right, exposed these outrageous government-ordered bills for what they are. Of course, why these bills are not being made readily available to the public in the first place or why a Custodian in Delaware is allowed to charge the highest going rates in the country ($1,425 per hour!!), to host a board meeting once a month is a product of the incestuous corruption that is Delaware.   As always your comments are welcome.   Respectfully Submitted.   JUDSON Bennett-Coastal Network   PLEASE READ THE ARTICLE BELOW:  

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