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OPINION Happy to report on good news, folks. What a feel good story for the thousands of workers FORMER Chancellor Andre Bouchard terrorized for years – and stole their raises and Christmas bonuses, and converted over $50 million to his friends at Skadden and his other cronies. I’ve developed more contacts inside TransPerfect’s 6,000 person organization than any other reporter over the years. I learned TransPerfect is giving ALL its workers a total of $3 million in “anti-corruption bonuses” to celebrate Bouchard’s ouster and the lack of state-sponsered looting, that the company expects will end under Delaware Chancery Court’s new regime. Further, I obtained from an inside source, an actual copy of the April 1st INTERNAL MEMORANDUM in which company CEO Philip Shawe announced the bonuses to TransPerfect’s 6,000 workers! WHAT A FEEL GOOD STORY! Respectfully Yours, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]Judson Bennett-Coastal Network[/avatar] Text of Company Memo below: TransPerfect Team, It’s been a year since everything changed, and while there is optimism on the horizon, the world continues to weather the storms of 2020. In the wake of inexorable change, relentless adversity and living in a society forced to reckon with its own harsh realities, TransPerfect team members have pulled together for each other, our communities, and our clients. I am both incredibly proud and grateful for the way you have persevered. As we begin the second quarter, I wanted to share some important updates from our internal scoreboard: TransPerfect 1 – Tolerating Racism 0 TransPerfect unconditionally condemns all forms of violence, discrimination, racism, harassment, and xenophobia. We stand in solidarity with our colleagues of Asian and Pacific Island descent and with API communities across the globe. The recent murders of eight individuals in Atlanta-six of whom were women of Asian descent-as well as the despicable assaults that have taken place in cities across the U.S., most recently in New York this week, remind us of the dangers that minority communities continue to face. TransPerfect’s Diversity & Inclusion Oversight Committee (DIOC), which is comprised of employees from various departments and locales around the world, will continue its efforts of building on our own commitment to diversity as a defining core value. This team will ensure that content focused on being an anti-racist organization is a core component of our Diversity Month programming, which is slated for release in May (more information on this to follow). As I’ve said before, nothing is more important than your health, safety, and well-being. If you feel you are in need of assistance in this regard, I encourage you to reach out to your supervisor, our Senior Management team, HR, or me directly. Please know that I stand with you and all of the members of our global team. TransPerfect 1 – Stagnation 0 While I’ve missed being able to coach in person over the past year, part of TransPerfect’s success lies in its focus on growth. For businesses to withstand the test of time, growth is not an option, it is a requirement. Profitable growth creates interesting and varied career paths, allows team members to share in the company’s success via raise budgets or other incentives, and provides an objective measurement to tell whether or not the value of the services and technology we provide our customers is increasing. I’m pleased to report that Q1 2021 is on track to be our best-ever start to a year. What will be particularly impressive about whatever growth rate your teams achieve in Q1 (March billing is still pending), is that it will be 100% organic growth. By our definition, the revenue from our merger-partners is only counted as M&A revenue if the merger occurs in the current year or the previous year. With Covid putting a halt to M&A activity in 2020, all revenue growth your teams create in Q1 will be considered organic, which is all the more impressive. If everything that is possible to bill in our systems actually gets billed in March, we’ll have a chance to break $80 million in a single month-for only the third time in history. Please be conscious of this potential milestone as we bring Q1 to a close. TransPerfect 1 – Too Busy for Vaccination 0 As a policy, TransPerfect does not give health, tax or legal advice to team members. However, we do know enough to recognize that the world is not an equal place when it comes to the distribution of the COVID-19 vaccine. If you are fortunate enough to have access to the vaccine, and you wish to get vaccinated-please do not let a busy work day deter you. Your health and safety are of paramount importance to TransPerfect and its management team. As with any health-related matter, if you feel you are too busy at work to tend to it, please talk to your manager, and they will work with you to make time. TransPerfect 1 – Corruption 0 The public battle waged between TransPerfect and its employees on one hand, and Chancellor Andre Bouchard and a cabal of Delaware aristocrats on the other hand, will come to an end on April 30th. Amidst controversy from his handling of the TransPerfect case, the Chancellor will resign at the end of this month. For those of you who don’t understand why this is important, or how it affects you personally, this may help explain: the amount of money Chancellor Bouchard has ordered TransPerfect to pay to court agents (many being members of his social circle in Delaware) for their unwanted “help” now stands in excess of $50 million. Furthermore, during this 3+ year government occupation of TransPerfect, no employee was allowed to see these bills or even know what work was alleged to have been done. The reason this affects you, and every other TransPerfect team member, is because the funds that the judge so capriciously doles out to his cronies is hard-earned money that the company was paid in exchange for your hard work providing services and technology to our clients. A team with lesser character and grit wouldn’t have survived, or would have been gobbled up by a competitor. Instead, TransPerfect rose up to meet every challenge-including this existential threat-and extended our growth streak to well over 100 quarters. Thanks to your professionalism and diligence, we are now approaching our 30th consecutive year of profitable growth. In closing, as the Delaware Chancellor resigns his position with over five years remaining on his term, I can’t help but imagine what the fictional character Omar Little of The Wire might say to Bouchard if he were witnessing these events… perhaps, “You come at TransPerfect, you best not miss.” TransPerfect Team Members 500 – Old Boys Club of Delaware 0 TransPerfect prides itself on being a Meritocracy. For that reason, we generally don’t like compensation items in which every team member is treated the same-we call these “equalizers” and they are generally frowned upon. However, there are certain moments in history that are rallying cries and a call-to-arms. Chancellor Bouchard’s early retirement is one of these times-for far too long, he has ordered us to pay too much of our profits, for no value, to those inappropriately close to him. In Chancellor Bouchard’s final days on the bench, I fully expect that he will write more orders with inflammatory rhetoric, and attempt to force us to pay millions more for nothing. But, “this too shall pass.” To celebrate the end of the Chancellor’s painful and expensive stranglehold over TransPerfect, ALL of you who are full-time, benefits-eligible, and permanent employees as of his retirement date, April 30th, will receive a bonus of US$500. If it was in my power to safely fly you all into New York to celebrate this occasion together, I surely would. But alas, I cannot, so instead please accept this bonus, and the eternal gratitude of our management team for seeing us through to this moment in history. Onward and upward, Phil Shawe, CEO and Founder p.s. There is a widely known tradition in the United States and other parts of the world known as April Fool’s Day, in which, on the first day of April, it is customary to play jokes on one another. For the avoidance of doubt, this communication is in no way a joke, except for maybe the Omar Little quote-it is actually Ralph Waldo Emerson. Thanks again everyone.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

OPINION Dear Friends, My sources have told me that after taking only 15 minutes to examine the motion, Bouchard has now granted a new motion clearly encouraging the Infamous Skadden Arps law firm, who I believe is acting in coordination and on behalf of the Chancery Court, to further retaliate against TransPerfect (now a Nevada Corp), Philip Shawe, and Shirley Shawe (79-year-old senior citizen). How? Through a “Contempt of Court” motion? Outrageous and Absurd! Why? Because after still being looted by Pincus and Skadden Arps more than 1-year after the case, TransPerfect was forced to seek the protection of the Nevada Courts. Can you blame TransPerfect for wanting to litigate in a fair forum?! For years Bouchard has made his buddies rich and now that TransPerfect is in Nevada, he needs a way to keep TransPerfect under his control and to keep the gravy train going. This comes after the world’s longest series of arbitrary and capacious rulings, all coincidentally against TransPerfect and the Shawes and ALL FOR THE BENEFIT of his former law partners (Pincus, Lamb) and his best friend for 20 years, Kevin Shannon. $250 million was spent with lawyers and Bouchard’s friends, and sealed documents prevent the public from knowing why? Want more proof that they are in cahoots? My understanding from folks I’ve talked to about this is that Pincus is contractually bound NOT to say bad things publicly about TransPerfect and Shawe — that’s one of the things Shawe paid for with his $385 million in Bouchard’s rigged auction — but now Bouchard has granted an extra-long motion for Pincus to basically do an end-run around his contractual guarantees not to talk negatively about TransPerfect or Philip Shawe. Mark my words, Bouchard granted this unusually large extension motion, purposefully so he could aid and abet Pincus’ continued, and in my view, illegal, disparaging, defaming and looting of TransPerfect. In my opinion folks, Delaware’s Skadden office and their thinly-veiled coordination with Bouchard are a form of incestuous, organized crime. How else does it look, I ask? Watch for what I think will happen based on conversations with a few of my attorney friends: Former appointed Custodian Robert Pincus writes a nasty motion with false claims and then illegally leaks it to the press — so that the Chancery Court can further retaliate against TransPerfect, Phil Shawe, and Shirley Shawe. OUTRAGEOUS FOLKS ! This is exclusive coverage brought to you by the Coastal Network! I have worked hard to cultivate sources inside the organization, who spoke with me under the strict condition of anonymity — out of fear of reprisal from Bouchard. Sound American? Not to this journalist! Stay tuned! Your comments are welcome and appreciated. Yours truly, JUDSON Bennett-Coastal Network

A Checkered Past

For those who may not know, since October of 2015, I have fervently questioned Delaware Chancellor Andre Bouchard, who prior to his appointment to the bench was a Democratic activist, over his appointments for the position of Chief Deputy for the Register of Wills Office in Sussex County, Delaware. I challenged him for appointing three democrats (possibly political favoritism) over more accomplished personnel already within the office of the Register of Wills. Since the appointments, each of them have failed in their duties and have since been replaced, one after the other. Instead of following the recommendation of the elected Register of Wills, Cindy Green (a Republican), who highly recommended a competent, experienced, electronic-filing expert already employed within the system, Bouchard has created dissension and multiple problems resulting in delays for people needing to get their estates in order. Hopefully Bouchard’s next appointment will be better. Following this background is another situation involving a current case in Bouchard’s Court, which I find interesting:

TransPerfect

I have been made aware of a Delaware corporation operating in New York City that is in litigation in Delaware’s Chancery Court. The Honorable Chancellor Bouchard is presiding over the case. I have obtained significant documentation, letters, affidavits, and so on. The company’s name is TransPerfect Global and it is owned by Phillip Shawe and Elizabeth Elting. Elting (the Plaintiff in the case), wants to sell her half of the business, but she wants more for her stock than it is worth. She wants the controlling share. Shawe wants to buy her out and keep growing the business, but Elting will not agree, so hence, the Chancery Court has taken over. When these things happen, equity is supposed to reign, not arbitrary and capricious rulings which may end up destroying a viable American company. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $600 million dollar company that employs 4000 people, is being forced by the Chancery Court to be sold because one stockholder chooses to be greedy? Delaware’s Chief Chancellor, Andre Bouchard refuses to address the evidence presented to him, and force an equitable sale to the willing partner, but chose to dissolve the company. I call it inequitable, especially when the company will most likely be put up for sale and thousands of jobs will be lost. Does this sound equitable? Bouchard installed a custodian who is a friend of his, and that man, Bob Pincus, received a detailed letter from 75 senior staff members at TransPerfect asking him and the judge not to sell the company. They asserted faith in Shawe as a manager and their roles in keeping the company in great financial standing. Pincus, a former Partner of Bouchard’s at “Skadden Arps”, chose not to share the letter with Bouchard. Instead, he claimed that he got “a letter from some of the staff” airing their grievances. Instead of refuting Bouchard’s claim that the company is in disarray, Pincus failed to disclose the fact that 75 top employees expressed concern over the court forcing a sale, and demonstrated that the company is running smoothly. These employees also made an offer of $200 million to buy out Plaintiff Elizabeth Elting. Understanding the amount is less than 50% of the company’s worth, and less than the figure Shawe offered to Elting, which she turned down, the point is that the employees were willing to put their own money up because they trust Phillip Shawe to run TransPerfect. Chancellor Bouchard apparently is not considering this in his assessment. From his rulings so far, he has empowered himself by declaring the successful firm in harm’s way. Affidavits on public file in a NYS court were also handed to Bouchard showing over 175 employees’ outstanding opinions of Phillip Shawe as a manager who cares about his company. Folks, as Shakespeare once said, “Something is rotten in Denmark.” What do you call it when the temporary court appointed custodian, a man named Bob Pincus, is appointed to run the company by Chancellor Bouchard and it turns out that Pincus just happens to be a friend of Bouchard’s? I call it cronyism, scratching the back of your buddy. Pincus, according to the evidence and complaints by the current company employees, has unnecessarily spent millions of dollars in ridiculous consulting fees, all while running up the cost of the litigation. Ouch!! Particularly outrageous, is that Bouchard recently appeared on a Tulane Law School panel discussion with Plaintiff Elting’s attorney, Kevin Shannon a couple of weeks ago in New Orleans at Tulane University (* a reference is provided below). The “jury is still out” in this case and Bouchard is the sole jurist. Their joint appearance certainly has the “appearance of impropriety” and should be cause for Bouchard’s recusal from the case. Additionally, the impropriety could be justification for an appeal or even a sanction from the Delaware Bar Association? What do you call it when Chancellor Bouchard appears on a public panel in New Orleans with the plaintiff’s attorney? I call it impropriety, especially when Bouchard is about to decide the fate of the defendant in the case. Under Delaware law “the appearance of an impropriety is as bad as the impropriety itself.” Bouchard should recuse himself from this case. It appears from the evidence, pleadings, and denials I have reviewed that Chancellor Andre Bouchard continuously plays loose with not only fairness and equity, but also with propriety and ethics. From my perspective, the concern here is that Delaware depends on its corporate fees to fill its coffers. Delaware is known as the corporate state. When its equity court, the Court of Chancery, becomes compromised by poor decisions and the appearances of impropriety, then why would people continue to incorporate their businesses in Delaware? This should be of great concern to our legislators, our business people, and all of our citizens. Delaware’s economic growth is depleted enough as it is. There is much more to come on this topic and this is the primary salvo. This is an interesting scenario – and a first of its kind – whereby a viable business could be forced out of business by the judicial branch of Delaware’s government. I have sent my opinions to Chancellor Bouchard, who is supposed to rule on this case on April 27th. I am curious to see what happens, however all indications from the previous pleadings and denials which are public record indicate that the company will go on the auction block and could be eventually outsourced abroad, killing thousands of American jobs. Folks, this is not what America is supposed to be about. Indeed, I find this possible scenario most disconcerting. Your comments are welcome and subject to being forwarded. Respectfully submitted, JUDSON Bennett-Coastal Network

In the past several months, I have written extensively about the astounding case still going on in Delaware’s Chancery Court involving TransPerfect Global, whereby Chief Chancellor Andre Bouchard has ordered the sale of a private, extremely profitable company. According to my expert legal sources, the Delaware Chancery Court is under no duty to insert itself, and replace the free market by adjudicating a solution when there are simply disagreements between stockholders that involve no wrong doing. This company should not be dissolved under the present circumstances. Chancellor Bouchard has seemingly made a radical, rogue, and reckless decision that could damage the state of Delaware’s corporate future. TransPerfect has annual revenue of approximately $500 million and 4,000 employees in 90 different cities worldwide. It also happens to exemplify the American dream, where two people had an idea and created a successful business. Unfortunately, Elizabeth Elting now wants an immediate exit strategy and is using the valuable resources of the court to manipulate a sale process that gives her a share price that she is not entitled to on the open market and is selfishly leaving the employees up in the air. Basically, Chancellor Bouchard has essentially applied family court principles to this business saying, in effect, that when two people get a divorce and cannot agree what to do with the house, the house must be sold to a third-party, and the monies received are to be split equally. Why is this wrong? Under Section 226 of the Delaware Business Law when two or more shareholders cannot agree, the court can order the sale of the company, but there is one key difference. There must be a showing of irreparable harm. The easiest way to determine irreparable harm is by a very simple indicator. Is the company profitable? TransPerfect Global has been extremely profitable every year of its 24-year existence and continues to thrive. So where is the irreparable harm Chancellor Bouchard? Just because one owner claims she doesn’t want to work with her partner anymore doesn’t mean the Court should intervene. Your “equitable” solution is a dangerous precedent which will not only scare companies away from Delaware, but clog our judicial system with merit-less cases whenever a stockholder wants a better deal than they negotiated. Interestingly this is only part of the problem, because in this case there are not just two stockholders, there is a third, and that changes things drastically under Delaware Law. Plaintiff Elting owns 50%, Defendant Shawe owns 49%, and Shawe’s mother owns 1%. Besides being clearly prejudiced against Shawe, ignoring the overwhelming testimony of 10 witnesses to Elting’s 0, and operating under the appearance of several improprieties, Chancellor Bouchard has overreached his authority in another way that is just as equally threatening to the incorporation business that Delaware relies so heavily upon. This type of judicial overreach is so outrageous that many legal experts are truly fearful of the future of this State’s reputation. The bottom line is that Chancellor Bouchard is ignoring the fact that there are three stockholders and saying basically that “because Shawe’s mother usually votes with him, it is the same as there being only two.” This action by Chancellor Bouchard is unprecedented, has the potential to create turmoil and needless litigation in the business community, and has prompted employees and concerned citizens to organize to bring about change in the law; whereby a Judge cannot arbitrarily order the sale of a company when legal precedent states otherwise. In reality, they shouldn’t have to change it, because Bouchard is already acting outside what the legislature intended his powers to be by fabricating the “irreparable harm” component. Senator Colin Bonini (R), much to his credit, proposed Senate Concurrent Resolution 91 which basically requested that the Delaware Bar Association review the law and come up with viable legal alternatives to rulings of this sort. The resolution was non-binding, harmless in all respects, and was intended to open the door for potential legislation if after review and discussion changes were determined to be reasonable. Unfortunately the proposal never came to a vote due to a lack of time and lack of understanding on both sides of the political aisle. Not really knowing the facts of the case, certain establishment politicians who wanted to maintain the “status quo,” regardless of this apparent inequity, planted their feet and closed their minds to positive change and clarification of the law. Senate Minority Leader Gary Simpson could have facilitated the vote on this issue, but chose not to do so. According to Senator Simpson, he contacted former Chief Chancellor Chandler who was a highly respected Sussex County Judge. Chandler advised Senator Simpson that often the Chancery Court orders the sale of companies when there are disagreements in 50%/50% partnerships, however Senator Simpson did not tell him that this was a highly profitable company, that the decision was unprecedented in the history of Delaware, and that there were three stockholders and not just two. As quoted in the News Journal– “We have a reputation in Delaware for having a Chancery Court where litigants and their attorneys know how Delaware law reads,” said State Sen. Minority Leader Gary F. Simpson, a Republican and opponent of changing the court’s authority. “To give uncertainty because a party may be able to persuade the Delaware Legislature to change things is just bad.” Well folks if something is wrong in the law, and something is inequitable, or allows a freshman judge to interpret it in an inequitable way, then the law needs to be changed. I disagree with Senator Simpson and others who failed to support this positive attempt at making Delaware’s Chancery Court and state laws better and more business friendly, with less uncertainty. Corporate litigants, who have disputes, should be able to count on Delaware for fair and equitable solutions under the law; and our laws should not be frozen in time when they are ambiguous enough for Chancellors to abuse their discretion by way of an unclear loophole. Frankly, according to my sources in the legal community, Chancellor Bouchard has already tarnished his own personal reputation with his handling of TransPerfect case. Regardless, there is a larger cause for all Delawareans that hangs in the balance. Our business-friendly reputation as the nation’s corporate capital and all the thousands of jobs this creates is now at stake. Our state’s reputation for predicable and reasonable adjudication of business disputes is essential to the economy and the people of Delaware. If Bouchard wants to gamble, he should go Dover Downs with his own money. He should not be betting Delaware’s reputation from the bench with arbitrary and capricious decisions. Regardless, this writer will continue watching and reporting on this remarkable case in Delaware’s Chancery Court with the Honorable Chancellor Andre Bouchard presiding. The “rub” in this case is not going to go away and there is no doubt that appeals will be taken and there will be another campaign at correcting the law again in January. As always your comments are welcome. As always, with Delaware’s best interest in mind Respectfully Submitted, JUDSON Bennett-Coastal Network Delaware Companies at Risk  A court drama being played out may result in TransPerfect’s two chief competitors in the translations services industry seeing increased revenue.   Lionbridge Technologies (LIOX), based in Waltham, Mass., is the largest translation services company in the U.S., with revenue of $560 million last year. TransPerfect is the second largest in the U.S., with revenue last year of $505 million. London-based SDL (SDLLF) could also benefit.   While beating its rival handedly in growth and profits, TransPerfect is experiencing a serious power struggle in the executive suite that has ended up in the courtroom. Lionbridge has attempted to capitalize on this controversy and courtroom drama by planting seeds of doubt on the future of TransPerfect with its customers.   However, this may not be the boon LIOX is expecting. Although TransPerfect’s power struggle began in 2013, it has shown no signs of slowing down the company. So far this year, sales are up more than 11% with May being the most successful month to date. Whatever the Delaware Chancery Court decides, there will inevitably be a lengthy appeal process and co-founder visionary Phil Shawe has made it clear that he is not going anywhere.   The Delaware state court’s apparent willingness to step into the affairs of a private company has come under fire from many directions, including most-notably former New York City Mayor Rudolph Giuliani, who criticized Delaware’s new Chief Chancellor Andre Bouchard (a Canadian) for an “un-American” decision that was overreaching, intrusive, and against American free-market principles.   Co-CEO and fellow shareholder Elizabeth Elting, who according to many employees has a very limited role in the day-to-day functions of the company, is suing for TransPerfect to be dissolved and force-sold to the highest bidder. When Elting co-founded the business with Shawe 24 years ago they had had a romantic relationship, but that ended years ago. She now claims the two cannot work together anymore and that the New York-based company should be auctioned off because she is upset with their personal relationship. It is also obvious that Elting is now using the court as a weapon to maximize her buyout price.   Shawe recently offered $300 million cash to buy her half of the company. In an attempt to extract more money from Shawe, Elting recently told Forbes Magazine that she intends to counter, but no offer has been forthcoming. It appears Elting believes the Delaware Court will give her a better exit strategy than she can achieve through negotiation, and thus, is content to wait it out until Bouchard’s decision and all appeals, are rendered final.   TransPerfect is the largest privately-held company in the $35 billion translation services industry. With 4,000 employees in 100 cities on four continents TransPerfect is capable of translating more than 170 languages. It has a vast array of clientele, including almost every Fortune 500 company, such as USPS, IKEA, Johnson & Johnson, and Hilton Worldwide.   Elting has used a strategy of saying “no” to all routine decisions to create “deadlock” under Delaware law, and therefore wants the court to auction the company to the highest bidder. Unable to find a judge receptive to her case in New York , she filed a second lawsuit two years ago in Delaware. In the non-jury trial, despite the fact that Elting couldn’t produce one witness to corroborate her testimony, while Shawe presented 10 witnesses on his behalf, the judge sided with Elting on dissolution, and appointed a custodian to oversee a sale process.   This means for the first time in U.S. history, a private, profitable company that has not been accused of any wrongdoing or impropriety is being put on the auction block. Although the harm caused by Chancellor Bouchard’s use of the word “sale” has raised eyebrows with many TransPerfect employees and customers, Bouchard also said he believed that Shawe was the most logical buyer. In the meantime the court has put a middleman in charge of the company for the purpose of having it dissolved and force-sold against the wishes of two of its three shareholders. Elting owns half, while Shawe and his mother own the other 50%.   It appears the employees, TransPerfect’s most important assets, are extremely upset with Bouchard and his apparent willingness to rely on the uncorroborated testimony of one witness who serves no meaningful role at the company. Hoping to save the company they work for, as well as their jobs, the employees wrote to the judge before he rules on the bizarre case currently before him.   On April 26, TransPerfect’s employees sent two letters to Bouchard; Peter C. Schwartzkopf, the speaker of the Delaware House of Representatives; other members of the Delaware house; and the media to present their perspective before a final ruling in the case.   In order to inform the public of their situation, a group of 610 TransPerfect employees called Citizens for a Pro-Business Delaware ran radio ads on local Delaware stations. They also placed a two-page advertisement in the Delaware News Journal that reprinted the contents of each letter. So far, the employees have not received a response from Bouchard, who has issued a series of unprecedented decisions that are so unusual and blatantly one-sided that observers say they are not based on law and equity.   Shawe’s lawyer Martin Russo of New York law firm Gusrae Kaplan Nusbaum told Slator.com , “Ms. Elting has the right now to sell her shares on the open market without interference from, or affecting Shawe’s ownership rights; but that she chooses not to take the market price is an indicator as well. Shawe’s $300 million offer is magnanimous, and is surely better than (what Ms Elting) would get as a 50% owner on the market.” Russo told the website the value represents 10x the company’s after-tax cash flow profits of 30 million and described the $300 million offer for Elting’s 50% stake as “extremely generous.”   However, if Elting refuses the offer and forces the sale, this could provide a big opportunity for either Lionbridge or SDL to purchase TransPerfect and become the undisputed leader of the translation industry.   

A CONCERNED DELAWARE ATTORNEY

Dear Friends, I received this amazing e-mail below from a prominent Delaware attorney who has chosen to be a “whistle blower” of sorts in regard to Delaware’s Chief Chancellor, Andre Bouchard, specifically as to the inequities of the TransPerfect case of which I have been recently writing about. At the request of this person I have removed his name, as he fears retribution from the court that could affect his livelihood. Maintaining my journalistic integrity, I am bound to honor his request to remain anonymous. I will call him from now on “A CONCERNED DELAWARE ATTORNEY.” Regardless, I assure you of the legitimacy of this person and his production of the facts from his years of legal practice. The importance I feel in publishing it to all who are interested is paramount. Delaware’s credibility in regard to it’s future as America’s corporate capital is at stake. Please read below and as always your comments are welcome. You will be amazed at this legal analysis by an objective expert.  

The Implications of the TransPerfect Forced Sale

Dear Judson: I have been following your articles regarding Chancellor Bouchard and the TransPerfect case. The issues you discuss are indicative of underlying and systemic problems in the Delaware Chancery Court. I have talked to more than a few attorneys who agree the result in the TransPerfect matter is an astonishing travesty of justice. I have read the hearings and trial transcripts, studied the decision, and have come to the inescapable conclusion that the fundamental principles that have long been the back bone of Delaware Corporate law were not properly utilized in the TransPerfect case. It is clear the Chancellor had a personal bias against Shawe or for Elting, and from then on, all his interim decisions were on auto-pilot, favoring Elting. Attorneys I’ve spoken with are split as to whether the root cause is Chancellor’s lack of experience or the more troubling reasons you suggest in your articles. Whatever the cause, these attorneys, as am I are now afraid of publicly stating their true belief’s about the Judge’s decision. Why? Because they wish to continue to practice successfully in Delaware and fear retribution from the Chancery Court, where Chancellor Bouchard will be sitting for the next 12 years. No attorney wants to be worried about being blacklisted by the Court that they do business in because they were candid about their legitimate concerns involving the TransPerfect case. Though your article was quite thorough there are a few additional points that your readers might find very interesting. I have begun to list the many issues with Bouchard’s decision below, which have the potential to set a disastrous precedent in the Chancery Court, and in turn, Corporate America.  

TransPerfect has 3 Shareholders, Not Two

  1. THE COMPANY IS NOT 50%/50%
The company is 50%-49%-1%. Why is this important? Because Bouchard is using a history of voting patterns (rather than true ownership) to invoke Section 273 principles which the legislature has made clear should only apply in a two shareholder situations.TransPerfect has three shareholders, but because Shirley Shawe is Philip Shawe’s mother Bouchard is saying that because they vote together, he can treat them as the same shareholder. This is a reckless and dangerous precedent to set, and a formula for a vast increase in litigation by stockholders who will view the Chancery Court’s broad equitable powers as a way to get a better deal than what they negotiated for in their shareholder agreement. Simple example: Huge investing groups vote the same on Board and Shareholder decisions all the time. In applying new law Bouchard proposes to create to a scenario where there are, hypothetically, four hedge funds that each have shares in a profitable company with 10%, 17%, 33%, 40%, stakes respectively and litigation is commenced between the shareholders, there would be a strong likelihood of a disastrous and inequitable result. If the 10% shareholder and the 40% shareholder have always voted in a consistent pattern then, for purposes of dissolution, the Court (i.e. the government) could seize control of a profitable private company, with capable management, and auction it off to the highest bidder.

Unprecedented Ruling by Bouchard

What Bouchard’s unprecedented ruling in the TransPerfect case does is turn Delaware’s law (and reputation) on its head creating substantial uncertainty for the corporate world which looks to Delaware for stability and predictability. It is telling that if TransPerfect had been an LLC (rather than a corporation), it would have been beyond Bouchard’s power to dissolve it as long as it could continue to fulfill its purpose.
  1. DELAWARE DIRECTORS MAY NO LONGER HAVE RIGHTS TO BOOKS & RECORDS
It is undisputed that Elting took $21 million in unilateral unauthorized distributions (the word for dividends in an S-Corp), that she claims she was justified because it was for her individual taxes. Bouchard whitewashed this conversion of funds, as well as Elting’s subsequent raiding of the company coffers to pay her personal lawyers and advisors (Kramer Levin Naftalis & Frankel and Kidron Advisors). Once familiar with the facts, even the Chancellor’s hand picked Custodian would not condone such avaricious behavior and forced Elting to repay the absconded funds. When Shawe entered Elting’s office to investigate the unauthorized distributions, as Delaware law requires him to do as a Director and Officer when suspecting fraud, he was with a professional Fraud Examiner while doing so. Yet, the court was deceived into ruling that Ms. Elting’s company-owned office was somehow her private personal property. Shawe had every right (and duty) to examine her emails stored on the company equipment and enter her company for an investigation, once he suspected fraud. Now, he faces unwarranted sanctions for doing so. Additionally, these emails contain information which would have exonerated Shawe. Yet, the Chancellor improperly refused to allow them into evidence. Instead of reviewing the emails in camera, the proper course for a judge when fraud is alleged, Bouchard is now threatening to sanction Shawe by paying millions of dollars in Elting’s legal fees. This is another disastrous precedent Bouchard has hoisted upon the Chancery Court. Can anyone imagine a world in which a Director or Officer (in this case Elting), empowered by the Company Handbook, cannot be investigated for fraud if suspected by her Co-Directors and Officers—for fear of an unwarranted multi-million sanction? This aspect of Bouchard reasoning alone is spine-chilling, impractical, and defies logic. III. PUNITIVE SANCTIONS Bouchard has stated he believes it is within his powers to sanction Shawe punitively for the full amount of legal fees Elting has run up in the case—even for causes of action that Elting dropped at trial. Therefore, he contemplates having Shawe reimburse Kevin Shannon (Potter Anderson) for bringing baseless claims and causes of action that could not be proved at trial. I cannot think of a precedent that would encourage more frivolous litigation. The more claims Elting brings that she can’t prove, the more it costs Shawe in reimbursing Kevin Shannon and Potter Anderson. One might argue that Bouchard was being fair because he sanctioned Kramer Levin$135,000 for failing to answer deposition questions. However, this argument is a red herring. From the public record, the deposition testimony of Ronald Greenberg of Kramer Levin is plainly critical to proving Shawe’s claim that deadlocks were manufactured and that in a well thought out plan he masterminded a scheme to use dissolution as a vehicle to maximize Elting’s exit value. What Shawe needed was an order that Elting’s attorney answer the questions. Instead the court sanctioned them $135,000 for the cost of the deposition and shielded Greenberg from ever having to answer the questions. I’m sure Shawe would have preferred to soak up the cost to expose the Elting’s fraud, but Bouchard forestalled this line of inquiry. This hollow gift from Bouchard to Shawe, appears calculated to allow Bouchard to appear even-handed, while doling out his pre-ordained sanction on Shawe. Judson, I could keep going and going, helping you analyze the obvious travesty of justice, destruction to Delaware’s reputation, and the detrimental effect that Chancellor Bouchard’s decision has had all the stakeholders of this thriving business (except Ms. Elting and Kevin Shannon). And I have not even reached the most shocking material—including Bouchard’s new definition of the 226 “irreparable harm to the business” standard that he used to empower himself to takeover TransPerfect. However, as I close PART #1, I just want you to know one thing: There are many attorneys and members of the Bar in Delaware who feel the same way that you do, and want to see this company left alone from Bouchard’s bias, activism, and judicial overreach, but are too afraid to sacrifice the next 12 years of their career to speak out against him. Thank you, Judson, for having the courage to say what others will not, and for your journalistic integrity. A Concerned Delaware Attorney Respectfully submitted Respectfully Submitted, JUDSON Bennett-Coastal Network     Source: http://hubpages.com/business/Shocking-Legal-Analysis-of-the-TransPerfect-Case    What is the Court of Equity in Delaware? Dear Friends, The Delaware Court of Chancery is supposed to be Delaware’s Equity Court. What is the definition of the word “Equity”? Equity is defined by Webster’s dictionary as “ the quality of being fair and impartial.” When there is a corporate dispute, involving a Delaware corporation, the Delaware Court of Chancery decides the case. The decision is supposed to be based on objective fairness involving reasonable decisions based on the evidence provided. All relevant evidence should be objectively considered. If it is not, then there is something radically wrong. So how does TransPerfect Fit in? This brings me to the TransPerfect Global case of which I have been writing aboutwhere there are obvious improprieties involving a questionable decision. Let’s put everything in a very simple perspective. The company is a translation company that nets over $500 million dollars per year. It employs about 4000 people. It has 90 offices world- wide. It is a Delaware Corporation. There are two equal owners who were once lovers. The owners Elizabeth Elting and Phil Shawe are at odds and do not get along. Now, the case: Elizabeth Elting (who vindictively) wants the company to be sold and Phil Shawe (who loves his company and cares about his employees) does not. Shawe has offered Elting 300 million dollars for her share which is more than she would get at a public action. If the company is sold, there is a good chance that many of the 4000 employees would lose their jobs. The presiding Judge is the Chief Chancellor named Andre Bouchard. Elizabeth Elting who brought the complaint before the court refuses to make a counter offer or agree to any reasonable negotiations out of what appears to be pure spite. It certainly looks as if she wants the company to go to public auction just to hurt Shawe. Chancellor Bouchard has ordered a temporary custodian (one of his buddies) to run the company during the interim. Elting’s attorney Kevin Shannon is a friend of the Chancellor and they appeared on a legal panel together in New Orleans while in the heart of this lawsuit. This custodian has threatened employees with job terminationthrough inter office directives not to discuss the case. Millions of dollars have been unnecessarily spent with this custodian at the helm (<$5 mIllion) usurping Shawe’s successful leadership which has been clearly proven by the company’s financial success over the years and by the testimony of many employees. There was no testimony on behalf of Elting. Evidence indicating some irregularities by Elting has not been allowed to be presented. Other substantial evidence on behalf of Shawe has been ignored. Granted, under normal circumstances, when two owners of a company cannot agree and there is no written agreement in place (which there isn’t), then the assets have to be sold or one partner buys out the other? However in this case, you have one partner who is willing to buy out the other for more than what her share is worth. Let me mention one more fact. Elting lied in a recent Forbes piece where she stated that in response to Shawe’s offer she told the custodian that she would offer more. It is a lie, and she is not offering to buy, nor is she willing to sell to Shawe. This is the key fact Bouchard ignores. He can force the mediation by telling the parties he will install a third board member to break any tie and then leave the case alone. The Questions Not Being Asked Therefore I ask the following questions:
  1. Why does Chancellor Bouchard not order Elting to settle or become a silent partner?
  2. Why would he order the sale of a viable company possibly costing thousands of employees their jobs?
  3. That being the case, why would someone want to incorporate in Delaware when this is the possible result?
I am a writer who has an interest in many things. I love to expose inequities when they are obvious. Having followed this case very carefully, there is no doubt in my mind that there have been suspicious irregularities in the way this case has been handled. There is certainly the appearance of improprieties. There has been no objective fairness, impartiality, or reasonable consideration which is the duty of this court. Elting’s lawyers even bragged about how this judge awarded everything to Elting and ignored Shawe, saying they felt it was not usual. There is certainly grounds for appeal to Delaware’s Supreme Court if this case is not equitably resolved. What a shame to have a successful business decimated because of a personal vendetta by one of the partners apparently supported for whatever reason by the Chief Chancellor. I hope justice prevails and TransPerfect remains intact as a shining example of the success of an American dream. These success stories are few and far between these days. Always on Delaware’s Side As always your comments are welcome and subject to being forwarded. Respectfully Submitted, JUDSON Bennett-Coastal Network  

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

      One April 26, the employees of the New York-based translation services company sent two letters to Delaware Chief Chancellor Andre G. Bouchard; Peter C. Schwartzkopf, the speaker of the Delaware House of Representatives; other members of the Delaware house and the media to present their perspective before a final ruling in the case. And to inform the public of their situation, a group called 610 Employees of TransPerfect Globally ran radio ads on local Delaware stations and placed a two-page advertisement in the Delaware News Journal that reprinted the contents of each letter Hoping to save the company they work for, as well as their jobs, the employees wrote to the judge before he rules on the bizarre case currently before him. The case revolves around Elizabeth Elting, the co-chief executive officer of TransPerfect, who is suing the other co-CEO, Philip Shawe. Elting claims the two can’t work together anymore and that the company is unable to operate because of their dysfunction. Elting wants out of the private company she co-created and has co-owned with Shawe for the past 24 years. In 2013, TransPerfect became the third-largest translation services company in the world, the second largest in the U.S. and the largest privately held company in the $35 billion translation services industry. The firm has more than 4,000 employees in 100 cities on four continents. These experts translate more than 170 languages for a high-profile client list that includes USPS, IKEA, Johnson & Johnson, and Hilton Worldwide.   Shawe offered to buy her out and pay for her share of the company, which shockingly has no debt. However, Elting doesn’t believe she’s getting a fair offer for the company that last year posted revenues of $500 million and a profit of $80 million.   In order to get a what she considers a fair market price, Elting wants the company sold to the highest bidder. Unable to find a judge receptive to her case in New York state, she filed the lawsuit in Delaware, where the non-jury trial is now being decided by Bouchard.   Both sides in the case have rested and in October Bouchard issued a preliminary ruling in which he appointed a custodian to create an exit strategy for Elting that will get her the most money. The strategy consists of selling the company against Shawe’s wishes.   This means that for the first time in U.S. history, a private, profitable, and highly-successful company that has not been accused of any wrongdoing or impropriety is being taken over by the government. The judge is placing a middleman in charge of the situation for the purpose of dissolving the company and having it force-sold against the wishes of two out of three shareholders. Elting owns half, while Shawe and his mother own the other 50%. It also appears to be against the wishes of the employees who fear losing their well-paying jobs in a niche industry. So far, the employees have not received a response from Bouchard, who has issued a series of unprecedented decisions that are so unusual and blatantly one-sided that observers say they are not based on law and equity.   This case could have far-reaching repercussions for companies throughout the U.S. Bouchard’s actions have found little support and have actually drawn fire across the country. The Chancellor’s toughest and most notable critic to date has been former New York City Mayor Rudolph Giuliani. Giuliani, who also served as U.S. Attorney for the Southern District of New York, called Bouchard’s ruling an “un-American” decision, offering the notion that more time should be granted before the draconian “dissolution” and “force sale” decision becomes final.   With more than 850 jobs in New York, 2,300 jobs in the U.S. and 4,000 worldwide at stake, the world is watching and waiting for Bouchard to make his next move.      Article about Rudolph Giuliani and Chancellor Bouchard Dear Chancellor Bouchard—An unAmerican decision that hurts Delaware’s corporate credibility The article linked here was written by Jeffrey Mordock at Delaware Online, and is a follow up to the looming decision that had been scheduled for Wednesday, April 27th by Delaware’s Chief Chancellor Andre Bouchard – who initially had seemed to be siding with one party, rather than take an equitable stance. The Court of Chancery is Delaware’s equity court and decides what is to happen when there are disputes or legal problems involving a Delaware Corporation. From the rulings so far, the indication was that Bouchard was going to make an extreme decision where a successful company will be forced to be sold. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $500 million dollar company operating in New York City, that hires 4000 people, is being forced by the Chancery Court to be sold, just because one stockholder chooses to be ridiculously unreasonable? What if it is apparent that Delaware’s Chief Chancellor, Andre Bouchard refused to address the evidence presented to him? I call it inequitable, especially when the company will most likely be put up for sale and the many jobs may go overseas, thus risking putting 4,000 people out of work. Does this sound equitable? He balked at it instead. Is it right, is it fair to force a company to be sold and to put sanctions on one of the owners based on irrelevant and misleading information that has nothing to do with fairness. Is it not suspicious or at least the appearance of an impropriety when the presiding Judge who is the sole decision maker on this company’s outcome sits on an educational panel with the plaintiff’s attorney? The bottom line is that a single Judge named Andre Bouchard, Chief Chancellor of the State of Delaware’s Chancery Court is able to arbitrarily make or break a viable company. Seems un-American to this writer. Former Mayor Rudy Giuliani agrees—read the fascinating article below. Samuel Waltz, a writer for the Delaware Business Times, also wrote on this topic and explained the fact of Elizabeth Elting’s desire for a control premium, and how it seemed as if Chancellor Bouchard was considering offering it. Contact Judson Bennett References: Website for TransPerfect Global: http://www.transperfect.com/ Link to Conference in New Orleans: http://www.law.tulane.edu/tlsLifeAfterLS/Files/CLIAgenda-Revised.pdf Respectfully Submitted, JUDSON Bennett-Coastal Network Employees Rally to Save Company As the story continues, 600+ employees of TransPerfect rallied to save the company.They signed and mailed a public letter to Chancellor Bouchard begging not to permit the company the sale to an outsider, and paid for a two page ad featuring the public letter in a Delaware newspaper. On April 27, 2016, Chancellor Bouchard seemed to have yielded a little and taken heed of the various warnings. He blasted the idea of imposing an arbitrary non-compete on half owner Phillip Shawe and suggested he would not allow one. Bouchard also pushed his decision off 30 days and demanded that the parties settle it outside of his courtroom. Court Involvement Should Chancellor Bouchard Demand the two parties settle outside of court? Top of Form Bottom of Form See results without voting Elizabeth Elting’s Position One Elizabeth Elting, 50% owner of TransPerfect, seems to be holding up the equitable sale of TransPerfect. Phillip Shawe, the other owner, has offered her 50% of the value and Elting turned it down. She wanted Chancellor Bouchard to offer the control premium, impose a noncompete and force the company to an open sale – hoping to command higher than the $300M offered (higher than 50%).   Link to Rudolph Giuliani Article Jeffrey Mordock’s Article on the Hearing  
Full Page TransPerfect Employee Ad to Bouchard

Full Page TransPerfect Employee Ad to Bouchard

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