+
More

OPINION

Dear Friends,

Delaware is being abandoned again and again, folks. DraftKings and Twitter join TransPerfect in leaving Delaware based on possible Chancery Court corruption? Check out this piece below in Nevada’s newspaper. As always, please send me your feedback.


Respectfully Yours,
JUDSON Bennett–Coastal Network

DExit to the desert: Why I left Delaware for Nevada

Phil Shawe

Phil Shawe

September 15th, 2023 at 2:00 AM

Opinion

Some 80 years ago, visionaries saw a dusty military outpost in the middle of the Nevada desert, and imagined an entertainment mecca. Since then, Las Vegas has erupted into a thriving, world-famous tourist destination. Now, the innovative foresight that unleashed this legendary Nevada boom stands poised to open the next frontier of the Silver State’s economic expansion: as the future home of business incorporation.

Nevada is well-positioned to wrestle this position away from the current incorporation capital, Delaware, because the Silver State offers all the factors needed for certainty and success. These include low legal expenses; a fair and reasonable tax climate; a culture of protecting the personal privacy of shareholders and company officers; a consistent and impartial judicial system and — critically — confidence that the rules of the road will facilitate commonsense settlements and just outcomes.

This all stands in stark contrast to the failed status quo in Delaware. Like most major companies, I initially incorporated TransPerfect in Delaware, only to quickly learn its outmoded approach to the law was not in the best interests of my company or employees.  Instead, benches like the Delaware Chancery foster ugly, protracted court clashes solely to enrich the state’s legal class.

The decay of Delaware’s courts into murky, self-dealing institutions is driving executives like me to seek a better place for legal stability and legitimacy. And I’m not alone. Companies such as Twitter and DraftKings have also abandoned Delaware. And thankfully, Nevada is providing that refuge for companies seeking fairness and reliability in state business courts.

Now, Nevada has an enormous opportunity to supplant Delaware as the premier location for job-creating companies to incorporate. Elected and civic leaders should aggressively pitch Nevada all over the globe, and continue to smartly refine its legislative and regulatory framework to lure more companies to incorporate in Nevada.

The benefits to the state would be significant: more investment, more jobs, and higher tax revenue to fund key priorities such as roads, school, fire and police services, and needed social programs.

Because even though shifting where your company is incorporated is no easy decision, businesses want a home that provides legal and operational stability. The Delaware status quo is no longer tenable.

As the founder and CEO of TransPerfect, the world’s largest provider of language services and technology for global businesses, I initially incorporated in Delaware, only to quickly learn that the corruption there is a feature, not a bug.

The Delaware Court of Chancery is the most important judicial bench in America that you’ve never heard of. Thanks to the state of Delaware’s unique laws, the Chancery is where the most significant business cases are heard. Fortune 500 companies — with their hundreds of thousands of employees, millions of customers and billions of dollars in profits — routinely find themselves before this court to resolve a wide range of commercial lawsuits and corporate cases.

The Chancery court is a vestige of the patronage court system that ran rampant in an earlier era — a 19th century institution in a 21st century world. Insiders trade on law firm connections and personal pedigree to land appointments to the court. Given this sweetheart arrangement for Delaware’s legal upper class, it’s no surprise that the Chancery is shrouded in secrecy and exempted from meaningful ethics oversight or reporting requirements. Those pesky protections would just hinder the ability of judges and lawyers to extort the legal process to line their pockets and expand their influence.

Decades ago, the entrepreneurial spirit of Nevada catalyzed one of the greatest economic explosions in human history. That same energy and vision can be applied once again to cement Nevada as the next incorporation capital of the world and reap staggering financial rewards. It would be a smashing success for the Silver State — and for all of the companies burned by the corruption that runs rampant in Delaware’s courts.

Phil Shawe is the CEO of TransPerfect. He resides in Puerto Rico.

OPINION Dear Friends, Delaware’s Supreme Court is doing its own bidding, once again, folks. We’re seeing it in two rulings in the TransPerfect case as it upheld the dismissal of a legal malpractice lawsuit and also rubber-stamped a Chancery Court ruling refusing to terminate the custodian and allowing him to continue to dip into a slush fund that was meant to expire one year ago. What we’re seeing here, shamefully, is that nothing has changed in these Delaware courts, as I see it, whose primary function has turned into protecting its own and keeping outsiders out — at any and all costs! See the Law360 story below detailing exactly how this outrageous behavior lives on, as they “circled the wagons and ruled without an opinion to explain their reasoning because their decisions simply cannot be supported by law or reason.” This has been my point exactly for years, folks! No matter how deeply these Justices and Kathaleen McCormick go to justify previous rulings, without any legal precedent, no one in power in America’s First State does a damn thing about it! What happened to checks and balances in Delaware? The Delaware judiciary has gone off the rails. Those wagons are circled tight. No one from the outside is making a dent in this Protectionist Society. I had hoped that Chief Justice Seitz would be the voice of reason and maturely lead the way out of this groupthink, but instead he “swoops in” and reiterates this cronyism. He’s the chief of all cronies. That’s how I see it, folks. This Delaware Court Groupthink is dangerous and doesn’t allow for critical thinking or analysis backed by law or reason. See the story below and send your feedback. It’s always welcome and appreciated. Respectfully Yours, Judson Bennett–Coastal Network Del. Justices OK Toss Of TransPerfect, Shawe Claims By Jeff Montgomery Law360 (November 17, 2022, 9:18 PM EST) — Delaware’s top court late Thursday upheld the Court of Chancery’s dismissal of a TransPerfect Global breach of duty suit against Ross Aronstam & Moritz LLP and, in a separate decision, let stand the lower court’s refusal to terminate a TransPerfect escrow that funded a court-appointed custodian. Justice Gary F. Traynor wrote both brief orders, joined by Justice Karen F. Valihura and James T. Vaughn Jr. in the Ross Aronstam decision, and by Chief Justice Collins J. Seitz Jr. and Justice Vaughn on the escrow appeal. The decisions resolved two controversies in an 8½-year, sometimes multistate saga that saw Chancery Court drawn into a dispute between the founders of a small translation business that now provides language services, technology and content creation and other services in 43 countries. Disagreements between founders Philip R. Shawe and Elizabeth Elting became a bitter thread that has run through the company’s story from its founding in 1995 to the present. Personal disputes between Shawe and Elting grew over the years into a Chancery Court suit, court-ordered sale and appointment of a custodian, Skadden Arps Slate Meagher & Flom attorney Robert B. Pincus, now retired, who himself became a target of Shawe’s scrutiny and objections. The orders on Monday agreed with a decision by Chancellor Kathaleen St. J. McCormick that rejected claims by TransPerfect’s co-founder that RAM and name partner Garrett B. Moritz breached professional duties by failing to disclose that, in opposing a shareholder demand for records on fee payments to the custodian and law firm, it was taking direction from a purportedly conflicted custodian whose fees were ultimately paid by TransPerfect. The justices sided with the chancellor in finding that “it is not reasonably conceivable that [RAM has] breached a professional obligation, and [that] TransPerfect has therefore failed to state a claim for legal malpractice upon which relief can be granted.” In her decision, Chancellor McCormick observed that “Defendants had one client: TransPerfect.” An earlier sale order “made the custodian TransPerfect’s exclusive authorized agent empowered to direct counsel retained in connection with the sale process. Defendants thus acted appropriately in following the instructions of the custodian.” The justice agreed, noting: “TransPerfect’s claims against RAM, moreover, include a challenge to the custodian’s authority to retain and direct the activities of counsel on TransPerfect’s behalf; as such, they fall squarely within the exclusive-jurisdiction provisions of the Court of Chancery’s prior orders.” Martin Russo, lead counsel for TransPerfect, said in an emailed statement late Thursday: “This is more of the same from the Delaware judiciary. They circled the wagons and ruled without reasoning because the decisions cannot be supported by law or reason.” Separately, the justices agreed with the Chancellor in finding in November 2021 that an authority for a multimillion-dollar escrow fund — established to fund the custodian’s sale of TransPerfect, related matters and claims against the custodian — had not yet lapsed, although the sale closed in May 2018, Pincus was discharged from his custodial duties in April 2021, but claims coverable by the escrow remained. In August 2021, Shawe sought termination of the escrow, a request rejected by the lower court based on a conclusion that claims had yet to be settled by a final, non-appealable order. The justices said the escrow order provided for its continuation for three years following closing of the TransPerfect sale and one year after any claims against the custodian are resolved in a non-appealable court order. Based on the timing of remaining appeals and their resolution, “less than one year has passed since these claims were resolved,” Justice Traynor wrote. “Moreover, the Court of Chancery did not err when it declined to address the ‘unripe’ issue of whether ‘purely hypothetical’ claims identified in the future would permit the escrow fund’s survival.” In the Pincus case, TransPerfect Global Inc. is represented by Frank E. Noyes of Offit Kurman PA and Adam K. Bult of Brownstein Hyatt Farber Schreck LLP In the Ross Aronstam case, TransPerfect Global is represented by Frank E. Noyes II of Offit Kurman PA and Douglas Capuder of Capuder Fazio Giacoia LLP. Philip R. Shawe is represented by Jeremy D. Eicher of Eicher Law LLC and Alan M. Dershowitz. Robert B. Pincus is represented by Jennifer C. Voss, Cliff C. Gardner and Elisa M.C. Klein of Skadden Arps Slate Meagher & Flom LLP. Ross Aronstam and Garrett B. Moritz are represented by David E. Ross, Bradley R. Aronstam, Eric D. Selden, S. Michael Sirkin, Adam D. Gold and Benjamin Z. Grossberg of Ross Aronstam & Moritz LLP. The cases are TransPerfect Global Inc. et al. v. Robert Pincus, case number 132,2022, and TransPerfect Global Inc. v. Ross Aronstam & Moritz LLP et al., case number 131,2022, in the Supreme Court of the State of Delaware.

In Vacating Former Chancellor Bouchard’s Orders Against Shawe as ‘Improper and Personal’

Dear Friends, A broad thank you for the overwhelming feedback on my recent column about some semblance of justice in the TransPerfect case. Victory and vindication for Phil Shawe from nearly 10 years of Andre Bouchard’s diabolical and premeditated abuse of power is now at hand — it took far too many years — but justice finally prevailed. I have done my best to shine a bright light on Bouchard’s Chancery Court corruption — and reading your many responses from this column truly makes me feel as though my efforts to fight corruption and make Delaware better have not gone in vain. His successors and Skadden Arps’ friends should know my watchful eye remains upon them. Respectfully Yours, JUDSON Bennett, Coastal Network Here’s the top 20. Your thoughts are always appreciated. Keep ’em coming! “Glad to see Bouchard’s diabolical plan didn’t work.” -Sam “The truth comes out. In our court system, it takes years!” -Gerard “Glad he’s not on the hook for these sanctions. Sounds like a white-collar way to steal someone’s money.” -Franklin “This feels like a vendetta against the judge who already lost his job. He’s been embarrassed and dethroned. How else should he pay?” -Joan “This Bouchard guy is a goon and he’s gone.” -Andy “Glad good is winning. Keep the coverage coming.” -John “This story is hard to follow, but I’m glad Darth Vader lost.” -Pamela “I’m not sure exactly what you’re saying here, Judson. I’m glad the good guy beat the bad guy. -Eric “Shawe has been unbending in his pursuit for justice. Have to tip my cap to for him not giving up. -Tim “I’m confused by this one, sir. Glad you’re covering this and not me.” -Robert “Someone has to prevail over this corrupt system. Good for him!” -Gary “I love when truth prevails. It most often does, but takes far too long.” -Sandra “Thank God the press got involved. No one would have ever known.” -Bobby “How could Bouchard get so close to stealing this company? How is this legal?” -Tom “Justice finally to these crooks. Good work, Judson.” -Ernie “Strine brought in Bouchard and together they sunk the ship.” -Keith “They deserve what they got for destroying the lives of the workers.” -Joanna “I still think whoever took their places will not learn from this injustice.” -Frank “Time for this court to pay for these deeds. Keep after them Jud!” -Jane “I remain incredulous. This is too deep rooted.” -WilliamThere is a large question that looms over Delaware’s Chancellor Kathaleen McCormick and our once-esteemed Chancery Court: Will our new Chancellor do what’s right and restore the Chancery Court to its former glory? The answer will define her legacy. Much is at stake, folks. Even now, she has a chance to have justice prevail regarding her far-too-swift decision to deny due process and grant Skadden Arps’ motion approving past billing practices in the TransPerfect case, which I wrote about. Thankfully, she saw the error in her original decision and is now allowing TransPerfect to make their case. True justice will require an even hand and fair treatment of both Skadden Arps and TransPerfect, not rolling over for Skadden at every turn like former Chancellor Andre Bouchard. Skadden has now billed TransPerfect more than $44 million dollars in undocumented fees, as I understand it, and the auction was over in November 2017. TransPerfect has spent much of their money attempting to see the itemized bills of Skadden, which was finally granted by Bouchard only after the company attempted to go to Nevada, where TransPerfect is now incorporated. If Delaware is to retain its reputation, then McCormick must send a message to corporate America that custodians like Robert Pincus and Skadden cannot get away with their massive billing fraud. As I see it, paying custodians is much less important than maintaining integrity and preventing attorneys from committing billing fraud because they are friends with a Chancellor. In any other state, I believe that Pincus and his Skadden associates would be in a federal prison right now. Hanging in the balance is McCormick’s hasty decision to rubber-stamp the outrageous billing practices Skadden got away with under former Chancellor Andre Bouchard. TransPefect is now stating its case against Skadden’s Pincus’ brazen overbilling. The future of the court may depend on getting this judgement right. Will McCormick show that she’s open to what’s reasonable and just? Will she bring transparency and remove corruption from her Court? I will keep you updated as I am watching closely. Folks, I would love to hear your feedback and predictions about all of this. Your comments are welcome! Sincerely 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,
 
Having observed and analyzed the methods of the Delaware Court operations of both Andre Bouchard and Leo Strine, in my view, especially in Delaware’s now famous TransPerfect case, it’s easy to see why both have left or are set to leave their government-appointed posts well before their terms were up. Bouchard’s subjectivity, open bias, and appearances of impropriety made him clearly suspect to me. Strine’s obtuseness and arrogance during the appeal stimulated the same concern in my gut as I felt about Bouchard.
 
The way the TransPerfect case was handled was unusual and left many observers queasy. Indeed, huge amounts of money were paid out and there is doubt in many eyes as to the legitimacy of everything that happened. Actions speak loudly. And here we are now, with two of the most powerful men in our court system, resigned and resigning. That has to be unsettling for those who remain in power as to who could be next? 
 
There is much speculation and rumor as to the real reasons why Strine left and Bouchard is leaving. The Delaware Way is always at work and the official state government proclamations and reasons have been established.
 
Those of us who have followed these men and their cases, wonder if both Strine and Bouchard are smugly laughing at the system? Are both a lot richer coming out of this Delaware-insider, Good Ole Boy system? We may never know. We can demand that our state representatives appoint a new Chancellor with logical understanding of the law, based on objectivity and free of conflicts of interest.
 
Change is needed in the law in regard to Delaware’s judicial operation, especially in the Chancery Court and the appeals that are considered thereafter. Now with Bouchard and Stine out of the way, change is sure to come. Will it be change for the better? We must ensure that it is for our state and our citizens to once again prosper and lead as America’s First State!
 
As always, your feedback is welcome and appreciated.
 
Respectfully yours,
 
JUDSON Bennett-Coastal Network
 
www.CoastalNetwork.com
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, Isn’t it interesting that both former Chief Justice Leo Strine and Chancellor Andre Bouchard will both have departed their honorable appointments well before their terms were up. Both of these jurists are grotesquely overrated, in my opinion, and their logical decisions indicated, especially in the notorious TransPerfect case, extreme bias, subjectivity and conflicts of interest, rather than clean, open, reasonable, and fair adjudication. Under Chancellor Bouchard’s tenure, his bias, irregularities, and appearances of impropriety, creating the “tonque in cheek” name of Bouchard’s Court by some attorneys, calling it the Court of “Inequity,” where there is concern about favoritism. I remember famous litigator, liberal Professor Alan Dershowitz (a Democrat), who was hired to represent Shirley Shawe in the TransPerfect case, after having experienced Chief Justice Leo Strine’s absolute bias, and rude ignorance during the appeal.  I was appalled. Furthermore, Strine’s decision was totally flawed and represented a “Taking” under the 5th Amendment. Both Strine and Bouchard worked for the notorious law firm of Skadden Arps. Check out their reputation, folks! It is my belief that these seemingly incompetent and biased judges have hurt Delaware and I am glad they are gone. Good riddance! My friends in Delaware, what do you think is coming next? Now that Strine is gone and Bouchard is fleeing in April? Will equity be returned to Delaware? As always, tell me what you think! Your feedback is important, welcome, and appreciated. Respectfully Submitted, JUDSON Bennett-Coastal Network COASTALNETWORK.COMOPINION: 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.”
OPINION 
 
Dear Friends,
 
Isn’t it a crying shame that Delaware’s Chancellor Andre Bouchard couldn’t do the right thing?! Now, after being sued in federal court, it appears he finally might serve justice?
 
In my opinion there have been innumerable conflicts of interest, appearances of impropriety, extreme bias, and absolute inequity in Bouchard’s equity court, especially in the TransPerfect case! 
 
The questions keep coming about why Bouchard would seal the records and not allow litigants and the public to see them in the first place. Was he protecting his old pals at Skadden Arps?
 
TransPerfect executives were not allowed to see billing information or itemized accounting, yet forced to blindly pay the bills! Bouchard has been so unreasonable, so biased, and so arrogant that he had to be sued in order to potentially do what is right?
 
It’s no wonder he is quitting in April — five years before his appointed term expires! It’s obvious to me why it’s happening.
 
Please read the interesting article below and send me thoughts.
 
Respectfully yours,
JUDSON Bennett-Coastal Network https://www.law.com/delbizcourt/2021/01/08/bouchard-takes-step-toward-opening-skadden-billing-records-in-transperfect-custodianship/
Bouchard Takes Step Toward Opening Skadden Billing Records in TransPerfect Custodianship
If custodian Robert Pincus and attorneys with Skadden, Arps, Slate, Meagher & Flom consent to the records being opened, a complaint TransPerfect and CEO Phil Shawe filed against Bouchard demanding those documents Dec. 24 could become moot.
By Ellen Bardash | January 08, 2021 at 11:51 AM
Chancellor Andre Bouchard of the Delaware Court of Chancery has asked lawyers in the TransPerfect custodianship case whether billing records need to remain sealed.
If custodian Robert Pincus and attorneys with Skadden, Arps, Slate, Meagher & Flom consent to the records being opened, a complaint TransPerfect and CEO Phil Shawe filed against Bouchard demanding those documents Dec. 24 could become moot.
Bouchard’s Thursday letter to counsel in the original Court of Chancery case gave Pincus and his counsel with Skadden a Jan. 11 deadline to respond.
He said he wanted the lawyers to provide any reason that nine billing records need to remain sealed, or if they plan to file any additional fee petitions under seal. As of the end of business Thursday, no response had been filed, and three Skadden attorneys working with Pincus in the custodianship did not respond for comment on whether they have objections to the documents being unsealed.
Based on his review of those documents in the previous few days, Bouchard wrote the billing documents didn’t appear to contain specific names or other information Pincus previously categorized as privileged. With the bulk of those sealed records consisting of “billing minutiae” that wouldn’t fall under the court’s definition of confidential information and with the documents in question set to be discussed at a February motions hearing along with other loose ends in the custodianship case, Bouchard wrote he questions whether there’s a need to keep them sealed.
Martin Russo, an attorney for Shawe and TransPerfect, expressed concern Thursday that such a review of the documents hadn’t been done earlier.
“It’s a shame that we had to resort to suing the judge in federal court to get him to look at the documents that he should have looked at in the first instance, before he put a restraint on speech,” Russo said.
On Dec. 30, TransPerfect’s case was assigned to the District of Delaware’s Judge Leonard P. Stark, but on Wednesday, U.S. Court of Appeals for the Third Circuit Judge D. Brooks Smith reassigned the case to Judge Mark A. Kearney of the Eastern District of Pennsylvania.
TransPerfect and Shawe allege not being allowed to see or publicize the sealed billing records constituted First and 14th Amendment violations by not allowing them to both view and share information they say is key for the public to understand how the Court of Chancery operates. Between August 2015 and May 2018, Bouchard ordered TransPerfect to pay almost $44.5 million to Pincus and his advisers.
By mandating the parties sign a gag order in order to view the sealed records, the complaint states, the court has made Shawe decide between being able to talk publicly about the records and being able to know exactly what those records say. Not being allowed to view billing details behind fee petitions approved by the court is also a violation of due process rights, the complaint states.
Shawe and TransPerfect have asked for a declaratory judgment against Bouchard and an injunction requiring him to open the records if that declaration is ignored.
Dear Friends, Andre Bouchard, Chancellor of the Delaware Court of Chancery (a court with a unique 228 year tradition of providing equity and resolutions for companies incorporated in the State of Delaware) is quitting 5 years before his term is up. In the wake of controversy and intense criticism, especially in his seemingly biased handling of the TransPerfect case. In my view it was just a matter of time before some viable complaints put Bouchard in deep trouble. Frankly, any praises or compliments about Andre Bouchard stated by the Governor or other Judges ring hollow to my ears as I have observed this man in action and followed his rulings in detail. The arrogance and obvious conflicts of interest that encompass Bouchard have in my opinion reduced the standards of Delaware’s equity court and hurt Delaware’s credibility nationally.. “Confronting a court expansion, a burgeoning caseload, and a pandemic, Chancellor Bouchard led the Court of Chancery with humility, imagination, and grace,” Delaware Supreme Court Chief Justice Collins J. Seitz Jr. said in a statement.“ We thank him for his public service, and wish him the best in life after the bench.” How nice, and in my view a vociferous cover-up statement. I never saw humility, never saw grace, and the only imagination I witnessed were controversial, unprecedented, subjective rulings that were not based on decided law. Good riddance Bouchard, Delaware is better off without you. Read the story below fromThe Delaware State News. As always your comments are 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] Head of Chancery Court to retire Dec 29th, 2020 · by Matt Bittle DOVER — Andre Bouchard, the leading member of the Delaware Court of Chancery, announced Tuesday he will retire at the end of April. Gov. John Carney, with the help of a special committee of legal experts, will pick a replacement next year. Chancellor Bouchard, who spent 34 years in the field of corporate law, made the decision out of a desire to spend more time with family and pursue other unspecified interests, according to the courts. He will leave almost exactly seven years after his swearing-in. “The Court of Chancery is a revered place with a 228-year tradition of excellence. But what ultimately makes the court so special are the people who dedicate themselves to its mission, not only in the high-profile world of corporate law but in attending to the needs of many of our state’s most vulnerable citizens and whatever else calls out for equity,” he said. The well-respected court handles corporate matters from around the world and is a big reason Delaware is the legal home of more than 1 million corporations. Under Chancellor Bouchard, it grew from five to seven members in 2018, the first expansion since 1990. “Confronting a court expansion, a burgeoning caseload, and a pandemic, Chancellor Bouchard led the Court of Chancery with humility, imagination, and grace,” Delaware Supreme Court Chief Justice Collins J. Seitz Jr. said in a statement. “We thank him for his public service, and wish him the best in life after the bench.” A resident of Delaware dating back to his youth, Chancellor Bouchard graduated from Harvard Law School in 1986. Prior to being named to the court, he was the managing partner of a Wilmington corporate and commercial litigation boutique firm. He has been a frequent target of criticism from a group called Citizens for a Pro-Business Delaware and from New York businessman Philip Shawe. The group was formed in 2016 after Bouchard ordered the sale of a translation services company called TransPerfect because Mr. Shawe and fellow co-founder Elizabeth Elting, his former fiancee, were hopelessly deadlocked over its management. Among his various rulings in the case, Chancellor Bouchard ordered Mr. Shawe to pay his ex-fiancee $7.1 million in fees and expenses as sanctions for his “deplorable behavior.” In the sanctions ruling, the chancellor declared Mr. Shawe had intentionally sought to destroy information, failed to safeguard evidence and repeatedly lied under oath. Last week, attorneys for Mr. Shawe and TransPerfect filed a federal lawsuit against Chancellor Bouchard over billings by an attorney the chancellor appointed as a custodian to oversee the sale of TransPerfect. According to the lawsuit, Chancellor Bouchard has ordered TransPerfect to pay more than $45 million in fees and expenses to the custodian, his law firm and other advisers while refusing to allow Mr. Shawe access to billing and fee details unless he agrees to “gag orders” preventing the information from being disclosed to the public. Last year, members of the Delaware State Bar Association, including several former judges, took the unusual step of holding a news conference to defend Chancellor Bouchard against attacks by Citizens for a Pro-Business Delaware, which has said it is interested in promoting judicial transparency and accountability. Bar association officials suggested the group, which includes employees of TransPerfect, is simply a front for Mr. Shawe. Mr. Shawe continued to attack Chancellor Bouchard Tuesday, saying through a spokesman the next chancellor must “have a true sense of justice, informed by real world bench and business experience — not white male privilege — and not political connections.” The Associated Press contributed to this report. Staff writer Matt Bittle can be reached at 741-8250 or [email protected]. Follow @MatthewCBittle on Twitter.Dear Friends, This is a follow up to yesterday’s article on Delaware’s Chancellor, Andre Bouchard, deciding to retire from the bench. His position is internationally famous, and Associated Press reporter Randall Chase has covered this significant resignation. The story is in every AP associated paper in the United States. Randall Chase also reports on the amazing and unprecedented public criticism that Andre Bouchard has received statewide in Delaware from an organized Citizens group called Citizens for a Pro Business Delaware on Bouchard’s handling of the TransPerfect Global case. Never in my life have I seen a Delaware Chancellor so biased, so subjective, and so arrogant and who indeed deserved the criticism. Yours truly followed every aspect of Bouchard’s tenure and I was appalled at what I saw as his clear bias, his lack of transparency, and his suspicious activities indicating conflicts of interest and appearances of impropriety, especially in his improper handling, in my view, of important cases, the adjudication of which reeked of subjectivity rather than being based on decided law. The bottom line is that it appeared to me and many others throughout the world that Chancellor Andre Bouchard was about feathering the nests of pals and associates rather than providing equity and fairness to the litigants. Folks, even the Delaware Bar Association in an unprecedented move tried to cover for this radical, judicial operator by holding a press conference, attacking the TransPerfect CEO, and basically defending Bouchard’s rulings. As always, the Delaware Way kicked in, which is the incessant protection system that is part of the “Good Old Boy” operation. The bottom line is that Andre Bouchard is leaving way before his term is up. Folks, this is extremely unusual! Indeed his operation as Chancellor was not normal or equitable and he will be leaving us a disconcerting memory of how the Chancery Court should not be run. Two hundred fifty million dollars was spent and went into a whole bunch of greedy pockets from the TransPerfect case alone. We will probably never know the real story? Regardless, from my perspective, good riddance Andre Bouchard, time for laws to be changed, and appearances of impropriety to be eliminated. Please read the Associated Press article below. As always your feedback is welcome and appreciated. Respectfully Submitted, [avatar user=”Judson Bennett” size=”thumbnail” align=”left” link=”https://twitter.com/Judson_Bennett” target=”_blank”]JUDSON Bennett-Coastal Network[/avatar]  

Head of Delaware Chancery Court Stepping Down

The chief judge on Delaware’s Court of Chancery has announced that he is resigning from his post early next year.

BY RANDALL CHASE, Associated Press DOVER, Del. (AP) — The chief judge on Delaware’s Court of Chancery has announced that he is resigning from his post early next year. Chancellor Andre Bouchard sent a letter to Gov. John Carney on Monday announcing that he plans to retire from the bench effective April 30, roughly seven years after he was sworn into a 12-year term of office in 2014. As chancellor, Bouchard has been chief judge on the Chancery Court, which is known for handling high-profile disputes involving some of the nation’s largest companies, many of which are incorporated in Delaware. Bouchard did not specify any reasons for his retirement but officials said in a statement that he wants to spend more time with his family and pursue other interests. “It has been an honor of a lifetime to serve the citizens of Delaware as the steward of this special institution,” Bouchard wrote in his letter to Carney. Carney thanked Bouchard for his service. Delaware Chief Justice Collins Seitz Jr. said Bouchard had lead the Court of Chancery with “humility, imagination, and grace.” During his tenure, Bouchard lead an effort to expand the Court of Chancery for the first time in more than 28 years, with lawmakers agreeing to boost the number of judges from five to seven. Bouchard also has been a frequent target of criticism from a group called Citizens for a Pro-Business Delaware and from New York businessman Philip Shawe. The group was formed in 2016 after Bouchard ordered the sale of a translation services company called TransPerfect because Shawe and fellow co-founder Elizabeth Elting, his former fiancee, were hopelessly deadlocked over its management. Shawe opposed Elting’s request for a forced sale but wound up buying out her interest and controlling the company. Among his various rulings in the case, Bouchard ordered Shawe to pay Elting $7.1 million in fees and expenses as sanctions for his “deplorable behavior.” In the sanctions ruling, Bouchard declared that Shawe had intentionally sought to destroy information, failed to safeguard evidence, and repeatedly lied under oath. Last week, attorneys for Shawe and TransPerfect filed a federal lawsuit against Bouchard over billings by an attorney Bouchard appointed as a custodian to oversee the sale of TransPerfect. According to the lawsuit, Bouchard has ordered TransPerfect to pay more than $45 million in fees and expenses to the custodian, his law firm and other advisers while refusing to allow Shawe access to billing and fee details unless he agrees to “gag orders” preventing the information from being disclosed to the public. “Such secret and private proceedings deprive the public in Delaware and the nation of information about how the Court of Chancery operates and about its relationships with Delaware law firms … thereby understandably undermining public confidence in the Delaware courts,” the complaint states. Last year, members of the Delaware State Bar Association, including several former judges, took the unusual step of holding a news conference to defend Bouchard against attacks by Citizens for a Pro-Business Delaware, which has said it is interested in promoting judicial transparency and accountability. Bar Association officials suggested that the group, which includes employees of TransPerfect, was simply a front for Shawe.
OPINION Dear Friends,
You heard it first on the Coastal Network and now the mainstream media is catching on, folks. See the article below, by Delaware Business Now about Chancellor Andre Bouchard apparently returning favors to C.J. Seitz of the Delaware Supreme Court, by giving his old firm Ross Aronstam a victory over TransPerfect without even a hearing, which Bouchard had originally promised. Why the backscratch? Great question. Despite having disqualified himself twice for a conflict of interest, as I understand it, Seitz sat on a TransPerfect appeal panel anyway, and affirmed Bouchard’s decisions — arguably the most controversial and corrupt judicial decisions in U.S. business history. As the quicksand gets deeper, Seitz’s recusal appears to be based on work he did as a consultant while in private practice for TransPerfect CEO Phil Shawe’s legal team. Only in Delaware! And one more thing, folks—the $7.1 million that Seitz helped pilfer from TransPerfect and Shawe (also without even a hearing on appeal!), apparently went in large part to Steven Lamb—none other than Andre Boucahrd’s former business partner at Bouchard & Lamb!! The more I uncover, the more this Chancellor’s administration reeks of corruption—compared to Bouchard, the Wuhan wet market would smell like the Godiva chocolate factory. Please keep your feedback coming on this folks. Would love to hear your thoughts. Respectfully Yours, JUDSON Bennett-Coastal Network
https://delawarebusinessnow.com/2020/12/pro-business-delaware-criticizes-chancery-decision-in-transperfect-case/ Pro Business Delaware criticizes Chancery decision in TransPerfect case By Delaware Business Now December 21, 2020 Following a Chancery Court ruling that granted a motion to the old firm of former Delaware Supreme Court Chief Justice C.J. Seitz against TransPerfect and Shirley Shawe, Citizens for a Pro-Business Delaware campaign manager Chris Coffey released the following statement that took the court to task. “Once again, Chancellor Bouchard has opted to rule in favor of an old colleague and friend rather than following the merits of the argument. Even worse, he has done so without a hearing, meaning TransPerfect has no recourse or opportunity to make its case.” “This is a classic example of how the ‘old boys’ club’ of Delaware’s court system protects its own without transparency or accountability. While Seitz disqualified himself from participating in the TransPerfect case twice, he somehow thought it was appropriate to sit on the TransPerfect appeal even after that disqualification.” “Now, Bouchard is ruling in favor of Seitz’s former firm, Ross Aronstam & Moritz, in order to protect them. This is obviously returning the favor for when Seitz, despite having a clear conflict of interest, sitting on the TransPerfect case and affirming Bouchard’s ruling. The people of Delaware deserve to have a transparent and accountable court system.” Under judicial rules, Bouchard is not allowed to comment on the criticism from the group that was formed during the battle over ownership of business services company TransPerfect. TransPerfect Partner Philip Shawe prevailed in the case. However, litigation has continued over issues such as billing for services by the custodian who was appointed as part of the sales process. Citizens has continued to criticize the state’s judicial and prison system It also formed a political action committee that went after Gov. John Carney who makes judicial appointments that are confirmed by the State Senate.
OPINION  Dear friends,  Delaware Chancery Court Chancellor Andre Bouchard is the Michael Jordan of corruption, folks. He just keeps raising the bar to meet his needs and the needs of his legal pals. The horrendous state of these judicial thugs, in my opinion, is beyond comparison in U.S. history. We’d clearly have to call this outrageous Chancellor, the Kingpin of Delaware!  To really understand the illicit motives of this Chancellor, today he awarded his friends at Chief Justice Seitz’s old law firm a victory, after promising a hearing — with no hearing! This reeks of prohibition-era-Chicago corruption in this old guy’s view. I’ve never seen such, in my view, despicable conflicts of interest that seem to be apparent in Bouchard’s Court. How can this type of corruption be allowed to continue like this in Bouchard’s once-revered Chancery Court  See the Yahoo Finance story below. I would love to hear your thoughts on this one, folks!  Respectfully Yours,  JUDSON Bennett-Coastal Network https://www.google.com/amp/s/finance.yahoo.com/amphtml/news/citizens-pro-business-delaware-slams-185500621.html

Citizens for a Pro-Business Delaware Slams Chancery Court Chancellor Andre Bouchard Following Ruling Protecting Firm of Former Supreme Court Chief Justice CJ Seitz

Wed, December 16, 2020, 1:55 PM EST Citizens for a Pro-Business Delaware remains committed to exposing backdoor dealings within the Delaware Court System Today, following a Chancery Court ruling that granted a motion to the old firm of former Delaware Supreme Court Chief Justice CJ Seitz against TransPerfect and Shirley Shawe without a hearing, Citizens for a Pro-Business Delaware campaign manager Chris Coffey released the following statement: “Once again, Chancellor Bouchard has opted to rule in favor of an old colleague and friend rather than following the merits of the argument. Even worse, he has done so without a hearing, meaning TransPerfect has no recourse or opportunity to make its case.” “This is a classic example of how the ‘old boys’ club’ of Delaware’s court system protects its own without transparency or accountability. While Seitz disqualified himself from participating in the TransPerfect case twice, he somehow thought it was appropriate to sit on the TransPerfect appeal even after that disqualification.” “Now, Bouchard is ruling in favor of Seitz’s former firm, Ross Aronstam & Moritz, in order to protect them. This is obviously returning the favor for when Seitz, despite having a clear conflict of interest, sitting on the TransPerfect case and affirming Bouchard’s ruling. The people of Delaware deserve to have a transparent and accountable court system, not the same old corrupt system that lets justices protect their friends and cronies at all costs.”
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, I enjoy reflecting on previous articles and issues that relate to current issues. I occasionally get the bit in my teeth and become totally focused. Five years ago, Chancellor Andre Bouchard got my attention through his response to a letter I wrote to him. Judges rarely respond to letters, so I really must have struck a nerve. Here’s what happened: Cindy Green, who ran the Register of Wills office, had recommended someone ideally qualified for the job of Register of Wills Office, Chief Deputy, who was instrumental in bringing the office up to modern standards. Bouchard ignored Green’s recommendation and appointed someone far less qualified. I saw this injustice and wrote a letter to the Chancellor for not appointing the most qualified person. Bouchard, extremely defensive, wrote me back. He went on to hire two more unqualified people for that same job. You can see our exchange below. Since 2015, I have followed Chancellor Bouchard’s activities closely, and have been critical of his handling of the TransPerfect case, even writing letters to the Court. So I say to Chancellor Bouchard now: “I certainly struck a nerve when after 3 attempts you couldn’t appoint a decent Chief Deputy, and I criticized you. Now, where is your response to your decisions on the bias and subjective decisions you rendered in the TransPerfect case, and do you have any comments on certain appearances of impropriety and conflicts of interest?” Read the letters below folks which I dug up from the Coastal Network archives which you might find amusing. I would love to hear from him again on his shady, selfish, self-serving handling of the TransPerfect case. Respectfully Submitted, JUDSON Bennett-Coastal Network http://delawareway.blogspot.com/2015/10/jud-bennett-rips-democrat.html  Updated: Jud Bennett Rips “Democrat Activist” Chancellor Andy Bouchard Over Chief Deputy Appointments For GOPer Sussex Register Of Wills   FOLKS, READ BOUCHARD’s RESPONSE TO MY LETTER BELOW— FOR A SITTING JUDGE TO RESPOND TO A COMPLAINT IS QUITE RARE!   COURT OF CHANCERY OF THE STATE OF DELAWARE
ANDRE G. BOUCHARD CHANCELLOR New Castle County Courthouse 500 N. King Street, Suite 11400 Wilmington, Delaware 19801-3734
  October 7, 2015   Mr. Judson Bennett c/o [email protected]   Re:    Sussex County Register of Wills Office   Dear Mr. Bennett: We write concerning the email you sent to the Chancellor on Monday, October 5, 2015. Your email reflects a basic misunderstanding concerning the situation in the Sussex County Register of Wills office to which the Court feels a response is necessary to set the record straight. As an initial matter, it is important to understand that the Register of Wills serves as a vital arm of the Court of ChanceryThis historical role derives from the Court’s oversight over the administration of decedents’ estates as part of its equitable jurisdiction. In that vein, the Court hears, among other matters, exceptions to estate accountings, petitions to determine the order of priority for distributions of estate property, petitions to authorize the sale of real estate owned by a decedent, and rules to show cause concerning the removal of estate representatives. With respect to each of these and many other matters, the Register of Wills serves functionally as a branch of the Court. The Court-appointed chief deputy, in particular, serves as a liaison to the Court when these matters are presented for judicial review. The statute governing the Register of Wills reflects this role. The first provision of that statute states that “[i]n performing the functions of the office, the Register of Wills of each county shall act only as a Clerk of the Court of Chancery.” 12 Del. C. § 2501. Consistent with this purpose, the statute further provides that “[t]he Chancellor shall name a chief deputy register of wills for each county who shall perform such duties as shall from time to time be assigned by the Court of Chancery.”  12 Del. C. § 2507(a). In accordance with its statutory obligation to name the chief deputy in each county office, the Court has taken very seriously its responsibility to identify and select the best qualified person to serve in that position in the Sussex office. When a vacancy arose in December 2014, the opening was advertised publicly to solicit candidates. Candidates were required to complete an application and were vetted by a committee consisting of the two judicial officers of the Court of Chancery resident in Sussex County (Vice Chancellor Glasscock and Master Ayvazian), the Register in Chancery, the Director of Human Resources for Sussex County, and the elected Register of Wills.  The candidates were ranked based on a set of criteria for the job, the Chancellor interviewed the top three candidates, and chose the one who received the highest ranking from the interview panel. There was no obligation to go through such an extensive process to select a candidate, but the purpose of doing so was to ensure that the selection process was objective, focused on job performance needs, and allowed all interested parties to have a voice in the selection process. It would be inappropriate to engage in a public discussion over personnel matters involving a former county employee,  but it must be said that your criticisms of the current Court-appointed chief deputy are unfair and unfounded. Richard Kiger, Esq. served for fourteen years as a Master in Chancery and was the chief deputy in the New Castle County Register of Wills office for eight years. He is considered an expert in the field of decedents’ estates, having served on the editorial board for the policy and procedures manual recently issued by the New Castle County Register of Wills, and he is held in high esteem among estate practitioners throughout the State. He has been tasked with conducting a complete review of the Sussex office in order to address deficiencies in its current operations. As an example, the office currently uses manual procedures The Court of Chancery has recognized the importance of using modern technology and has been a leader in implementing technological improvements, such as the adoption of electronic filing for its civil action docket over ten years ago.  During the past several years, the Court has worked with the Register of Wills offices statewide to transition their estate filings to e-filing. Among the benefits of e-filing are the reduction of staff time required for the processing and retention of documents, and the increased accessibility of information. With the Court’s support, e-filing was implemented successfully in New Castle County in 2012 and in Kent County in 2013. To assist with its implementation in Sussex County, in 2014, the Court provided financial resources to the Register of Wills office to help address its archiving backlog. Unfortunately, despite many requests, the Sussex office was unwilling to implement e-filing on its own initiative, necessitating that the Court set a deadline for it to do so. Now that e-filing has been implemented in the Sussex office, effective July 1, 2015, we are confident the office will realize the efficiencies of transitioning to this system that the other offices have experienced. The system of having county offices serve as arms of the Court with elected officials can present challenges. Over a decade ago, when the Register  in  Chancery was operated in the three counties with separately elected officials, the Court experienced some tension in that relationship before those offices were consolidated into a statewide system. But the relationship between the Court and the Sussex County Register of Wills should not be political or partisan. As you note in your email, the current chief deputy is serving an interim appointment.  It is the Court’s hope that at the conclusion of his tenure, improvements to the operations of the Sussex office will have been implemented to better serve the citizens of Sussex County and the State, and that a suitable replacement will assume the duties of chief deputy on a permanent basis at that time to continue that progressIt is also our hope that the Court can work collaboratively with the elected Register to achieve these objectives. Sincerely, /s/ Andre G. Bouchard, Chancellor  /s/ John W. Noble, Vice Chancellor /s/ Donald F. Parsons, Jr., Vice Chancellor /s/ J. Travis Laster, Vice Chancellor /s/ Sam Glasscock, Vice Chancellor  /s/ Kim Ayvazian, Master in Chancery /s/ Abigail LeGrow, Master in Chancery HERE’S MY LETTER BELOW: “Dear Judge Bouchard: I am an activist from Sussex County who writes about inequities and concerns of the people. My e-mail network reaches over 6000 people. The Office of the Register of Wills in Sussex County is in apparent chaos which according to many has put you in a very bad light. I am hearing it from the citizens who are being affected, lawyers representing them, and concerned legislators. Apparently, regardless of having been elected to the office, Register of Wills Cindy Green (R) is legally restrained from appointing her own Chief Deputy of that important county row office which handles the wills of the “dearly departed” and their heirs who receive the estates accordingly. After the last Chief Deputy retired in December of 2014, a vacancy for the position became available. Instead of accepting Register Green’s recommendation to fill the position (which has been the norm in Delaware for many years), you, the State’s Chief Chancellor, Judge Andre Bouchard, are using an existing law to usurp Cindy Green’s elected office by filling the position with someone of your own choice, someone from outside of the county row office. You are now on your 3rd unsuccessful  try. You are  continuing to ignore Register Green’s recommendations of qualified personnel that already work in her office. Why??? So far, all of your appointments have been less than competent individuals who are neither qualified nor able to effectively do the job. Instead of promoting someone within the office of the Register of Wills who is familiar with the complicated processes and computer programs, you continue to wreak havoc by your illogical actions. It seems apparent that you Chancellor Bouchard, are not interested in helping the Register of Wills office serve the people of Sussex County efficiently and are using your power to further an unknown agenda? That is the word I am hearing everywhere. Your first appointment was consistently late to work and totally useless, and ultimately her employment was terminated with your consent after there was a plethora of complaints and a total breakdown within the operation. Your second appointment came from your own office and she never stopped working for you in the Georgetown Court of Chancery office. She half-heartedly “tried out the job” for about a month and a half. She never spent more than 8 hours a week inside the county row office itself. In the end, she refused the position, choosing to stay with the State Court of Chancery. Your latest appointment is apparently a temporary one. It is for an interim period of only six months and you are using a retired Chief Deputy from the New Castle County Register of Wills who is not familiar with the modern computer technology and like the others is only inhibiting the efficiency of the Register of Wills. With no full time Chief Deputy on staff, mountains of State Chancery Court files have been accumulating and are being left unprocessed within the Register of Wills office ever since last year. Obviously, the system is broken!  The appointment should be given to the most qualified person, and the appointment should be made by the elected Register of Wills along with the Chancellor’s confirmation. Why do we have this county row office if the elected official has little or no control over who is hired or fired? What is mysterious here is that you as the Chief Chancellor are supposed to be all about equity and justice, yet your actions are confusing? With all due respect, why are you not respecting Register Green’s recommendations to promote someone within the office of the Register of Wills for the position of Chief Deputy so that we the people of Sussex County can have an efficient operation in this important office? This issue is not going to go away, the press is going to get involved, as is the legislature concerning this situation. I urge you to speak with Register Green ASAP and resolve this problem equitably. I would hope you would be anxious to resolve this dilemma in the Register of Wills office so that the people of Sussex County can have their estates settled efficiently and expeditiously without the continuous delays and hassles we are now experiencing for which you are being blamed. I would hope that this clear cut message would resonate with you for some positive action.  Please feel free to respond accordingly. Respectfully yours, JUDSON Bennett-Coastal Network”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, Delaware’s Chancellor Andre Bouchard was a shoo-in to ascend to the Delaware Supreme Court to replace his cabal-co-captain and former Skadden Arps intern, Leo Strine. In my view, Strine is a classic Limousine Liberal who left his Chief Justice job halfway through, mired in controversy, both from his illicit TransPerfect decisions, and other more “colorful“ allegations which made him a liability. If not for the efforts of TransPerfect employees, the Good-Old-Boys “Delaware Way” would have installed Bouchard, keeping the Delaware Supreme Court without a single Black justice in history. I am a crabby old white guy and I do not believe in diversity for the sake of diversity. A person hired should be the most qualified. At least I am honest about it. Bouchard is a hypothetical anti-Diversity Democrat, who still presides over an all-white Chancery Court. What really boggles the mind is the total cost Delaware has, according to the complaints, stolen from the TransPerfect workers, which is now approaching $300 million. Bob Pincus’ “auction” was a total sham to help Skadden’s other clients. In my view, there is no one who can legitimately dispute that Bouchard is hell-bent on revenge against the TransPerfect workers, who banded together to squash his nefarious political aspirations. The only question left is: Will Bouchard’s vendetta against TransPerect and its 6,000 employees continue and for how much money? Call your lawmakers and tell them you want Bouchard’s abuse of power stopped. If this incessant taking of TransPerfect money continues then there must be a valid REASON? What is it??! If the Chancellor cannot give a valid, legal reason WHY the billing continues unabated, then he should be removed from office. If there is a legal reason, then we need to hear it NOW! I need answers and I’m going to find out! As always, let me know your thoughts! An example of the anti-corruption lobbying effort, see the full-page ad in Sunday’s Delaware News Journal below.   Respectfully Yours, Judson Bennett-Coastal Network    

OPINION

Dear friends,

Folks, there’s been a huge break in Delaware’s TransPerfect case. Chief Exceutive Phil Shawe has won the transparency that he’s been fighting for in our Chancery Court. After years of battling, the question looms large: Will Chancellor Andre Boucahrd actually make his “Delaware Way” cronies show their bills as promised?

I’m as curious as you to see if Skadden will show the bills for the work they allegedly have done over the years in this case, to the tune of $14 million in undisclosed and non-itemized invoices. All the employees, who had to put up with this forced sale of their company, deserve justice.

See the article below. I would love to hear your feedback on this one folks! The day of reckoning has finally arrived.

Respectfully Yours,

JUDSON Bennett-Coastal Network

Coastalnetwork.com

Citizens for a Pro-Business Delaware Applauds Ruling To Unseal Court Records in TransPerfect Case, Calls on Skadden Arps’ Robert Pincus To Resign As Custodian

October 30, 2020

Wilmington, Delaware – Today, following news that the Delaware Chancery Court has ruled to unseal nearly the entire court record in the court case that forced the unprecedented sale of TransPerfect, Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey released the following statement:

“This ruling is a major step in the direction of transparency and accountability for the thousands of the TransPerfect employees who founded Citizens for a Pro-Business Delaware, whose livelihoods were put on the line by the Chancery Court’s unprecedented and unnecessary forced sale of TransPerfect.”

“Finally, we will get answers to why Skadden Arps has pilfered the coffers of TransPerfect to the tune of $14 million in undisclosed and non-itemized invoices. Finally, we will have the chance to see where the money went and if it was spent for legitimate and necessary legal services, rather than to just pad Skadden’s bottom line.”

“Now that Skadden will not be able to bill TransPerfect in perpetuity without scrutiny or transparency, we’re hopeful that their Partner and custodian of the TransPerfect sale, Bob Pincus, will resign his role as custodian. After all, over-billing TransPerfect without explanation seems to have been his only role in the years since the case was resolved.”

“Regardless, this ruling is a major step towards improved transparency and accountability for a court that has continuously resisted any efforts at common-sense reforms to increase transparency and guarantee judicial integrity, and we’re grateful that TransPerfect employees and shareholders will finally get the answers they deserve.”

Dear friends, Reading the Delaware Business Now story below about the TransPerfect founders setting all of their legal disputes, It has me thinking, folks… imagine if Chancellor Andre Bouchard didn’t use the company’s Chancery Court case as an opportunity to enrich his friends at Skadden Arps, but just let the parties settle, as they just did! Hundreds of millions would have been saved by both sides and the crazy cash loot influx that went to Bouchard’s pals at Skadden and through the Delaware Chancery Court… all of that never needed to happen? Was this all engineered somehow by Bouchard with former Delaware Supreme Court Justice Leo Strine having his back? Read the story below, folks. Would love to know if you’re thinking what I’m thinking?! Respectfully Yours, JUDSON Bennett, Coastal Network https://delawarebusinessnow.com/2020/10/transperfect-owner-shawe-settles-legal-disputes-with-elting/

Phil Shawe re Incorporating in Nevada

TransPerfect owner Shawe settles legal disputes with former co-owner Elting By Delaware Business Now – October 6, 2020 Philip R. Shawe and Elizabeth Elting have settled out of court on long-running issues related to the sale of TransPerfect, a letter from Shawe’s attorney to Delaware Chancery Court stated. The one-time couple owned a 50-50 share of the New York City-based translation services company, with the case over control ending up in Chancery Court. While prevailing in the Chancery case, with Elting selling her share, Shawe has remained critical of Chancery Court and a decision to appoint a custodian Robert Pincus during the selling process. The battle, by some accounts, added up to a quarter of a billion dollars in costs. The settlement provides for the transfer of Elting’s 50 percent ownership interest in Wordfast, LLC, a company with technology used by TransPerfect as well as real estate holdings in New York and California. In a letter to Chancellor Andre Bouchard, Shawe’s lawyer said the TransPerfect owner is “similarly dedicated to finding extra-judicial resolution of the remaining disputes in this case.” The letter expressed hope for a settlement related to billing by Pincus and Skadden Arps. Shawe has claimed billing related to Pincus’ work lacks a detailed listing of services. A group known as Citizens for a Pro-Business Delaware through an affiliated Political Action Committee, claims in a TV campaign that Gov. John Carney has fallen short on issues related to the Black community in the state and corrections system. Critics of Citizens claim Shawe is funding the group. Carney is running for a second term.

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. 

Coastal Network

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.

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.comDear Friends, Leo Strine, former Chief Justice of the Delaware Supreme Court, co-authored Fortune magazine piece with Jaap Winter that will “undermine capitalism” and erase decades of economic progress, in my opinion — but also according to radio talk show host, Kyle Keegan. Keegan vividly described Strine and his co-authors as Communists. “They want Socialism,” said Keegan, who was exasperated at the “idiotic” piece and at Strine, once a power-player in Delaware.

Kill Bigger Radio with Kyle Keegan Ep. 77

Strine claimed to be a business expert to secure his original job as Chancellor, but his only business experience: Current Chancellor Andre Bouchard’s summer associate at (you guessed it) the infamous Skadden Arps. People disagree on whether or not Strine resigned in disgrace over his “shady” handling of the TransPerfect case, but I clearly remember Leo Strine supporting extreme actions that enriched his Skadden henchmen, and destroyed the lives of ordinary workers for years. Having his former intern on the appellate court worked as an advantage for the Bouchard-Strine cronies, and in my view, there was never a chance to derail this backroom deal. Justice Valihura dissented and likened the Chancery’s decision to a “Takings” under the 5th Amendment of the U.S. Constitution — yet Leo Strine bullied it through. Believe me, folks, “The Delaware Way” is a real concept and works through favor-trading, back-scratching, and soft corruption that I believe Strine and his friends built. It’s so outrageous that it is permitted to continue?!  Please check out the interview on YouTube below, and listen to Strine being taken to task by talk-show host Keegan! As always your comments are welcome and appreciated.  Respectfully yours,  JUDSON Bennett-Coastal Network CLICK ON THE LINK Fortune Magazine is a Commie Rag Now? – Ep 77 Kill Bigger Radio With Kyle Keegan In this episode, I felt the need to stick up for a dead man. Milton Freidman. The man has done a TON of good advancing the principles of free-market economics. I pick apart a Fortune Magazine article written by three “intellectual” communists. Unbelievable, given the name of the publication.

Philip Shawe, Elizabeth Elting, and the Ongoing Fight Over TransPerfect

TransPerfect, a global translation company, started out as the combined dream of two college sweethearts: Phillip Shawe and Elizabeth Elting. Ever since a feud landed the company in the Delaware Chancery Court in 2014, Chancellor Andre Bouchard and custodian Robert Pincus have meddled in the company’s affairs. Here are some facts and key takeaways from the case.

Heading to the Delaware Chancery Court for Litigation

Phillip Shawe and Elizabeth Elting founded TransPerfect and both served as co-CEOs and the two members of the board of directors. The company had 100 shares of common stock; Etling owned fifty, Shawe owned forty-nine and Shawe’s mother owned one. The former lovers broke off their engagement in 1997, five years after founding TransPerfect, and have endured a tense business partnership since. In 2014, the Delaware Court of Chancery became involved in the company’s affairs after Elting petitioned the court to appoint a custodian to sell the company. 

Chancellor Andre Bouchard Chooses Skadden Arps

Following the decision to appoint a custodian, Chancellor Andre Bouchard chose Skadden Arps to handle the appointment. There have been no statements defending or justifying this choice from Andre Bouchard, leaving room for skepticism on his intentions. 

Selection of Robert Pincus as Custodian

Chancellor Andre Bouchard approves former colleague and friend Robert Pincus as custodian to preside over the case. There has yet to be a statement from the Chancellor or Delaware officials about the lack of disclosure involving their relationship.

Custodian Robert Pincus and the Selling of TransPerfect

In an unprecedented example of overreach, misconduct, and conflict of interest, custodian Robert Pincus moved that the company should be sold privately at auction, rather than given directly to either co-CEO. This led to an uproar from the group Citizens for a Pro-Business Delaware and appeals from the case are continuing to this day. Dozens of senior staff at TransPerfect resigned both out of protest and pressure from Pincus. 

Delaware Chancery Court Billing Scandal

That’s when the bills started piling in. In June 2017, amidst the finalization of the sale of TransPerfect, Shawe began appealing to the court for Skadden Arps to release proper billing records and statements. After giving citations of increasingly exorbitant amounts, Pincus rushed to finish the auction. Recently, Chancellor Bouchard has finally ordered Skadden Arps to release the statements to TransPerfect. 

Global Translation Company TransPerfect: Today

Refusing to be beaten, Shawe managed to buy his company back at auction, leaving Elting enraged and seeking to overturn the sale, an effort that failed when Bouchard (and the Supreme Court) approved the purchase in 2018. Still, Shawe sought justice for the corruption he faced in Delaware, moving to Nevada to seek a non-biased court. In October 2019, TransPerfect was found in contempt by the Delaware Court, and was fined $30,000 per day until the Nevada litigation was dropped. As of today, it is still unclear whether the corrupt handling of this case will ever be resolved, though the lawsuits are still ongoing. 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.com In 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.      

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.

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.

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.

No citizen of Delaware or objective observer should ever have to wonder about equity and justice in Delaware’s Chancery Court. This Court, as with all Courts, should be absolutely pristine in all matters, with complete transparency. When the entire legal system in Delaware seems to be incestuous with unbelievable connections and apparent influences that create doubt, something is grotesquely wrong.

When it appears a head judge assigns himself a big case because his buddy is the Plaintiff, there should be concern. When a Judge is so biased he accepts evidence from one side and not the other, there is reason to wonder. When a judge makes rulings that are unprecedented and totally subjective, it appears the system is being manipulated. When a personal friend and former business partner of the judge is appointed as a custodian and is allowed to bill unlimited amounts of money without itemization and accounting, there is the appearance of an impropriety. When the defendant is not allowed to see the invoices, what is the Judge trying to hide? When the Judge and the Plaintiff’s attorney go on an educational boondoggle together in New Orleans during the decision-making phase of a trial, there is a conflict of interest and a clear appearance of impropriety.

Throughout Delaware law, it is clearly stated that the appearance of an impropriety is as bad as the impropriety itself. I once read somewhere that: “When justice can be bought, it is worthless. Equality before the law should not be for sale to the highest bidder; rather, it is a living principle that is implemented by designated institutions and must be subject to continuous oversight and scrutiny.”

Folks, that is not the way it is in the state of Delaware. Judicial Corruption is not just simply bribery, it is also when the job is not done as it was intended. Delaware’s Chancery Court is supposed to be about equity, never about enriching personal friends through judicial decisions.

All of the above is what, in my view, has happened in Chancellor Andre Bouchard’s handling of the TransPerfect case. From your responses from my many articles about this frightening situation, it is clear to me that many people in Delaware no longer trust the Chancery Court, its method of operation, and its subjectivity contrary to previously decided law.

When those who serve in the justice sector bend the law in exchange for favors in kind – by losing case files, evidence, or exercise extreme bias by delaying proceedings, issuing questionable sentences, or providing certain litigants preferential treatment – public trust in the institutions of justice becomes truly eroded. Certain lawyers, officials, legislators, and a Chancery Court judge seem to be extremely cozy in America’s First State, and have created a solid establishment that will protect its operation at all costs.

I believe that Chancellor Andre Bouchard has clearly operated with innumerable appearances of impropriety in the TransPerfect case and he should be investigated and removed from the bench.

Let me know if you agree or disagree! As always, your feedback is 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.

It should concern all of us that news of corruption in our once proud state of Delaware has again spread to the Spanish newspaper (see the translated story below)! We should all be embarrassed that Delaware has continuously attracted negative attention around the world. Read the shameful story below and let me know if you are as embarrassed as I am about this overseas coverage for Delaware.

Sincerely Yours,

JUDSON Bennett, Coastal Network


Delaware justice overshadowed by corruption after the Transperfect case

Corruption flies over the State of Delaware after the ‘TransPerfect case’

A series of suspicious and opaque practices overshadow the integrity of its judicial institutions and have cost many criticisms and complaints

GLOBAL CHRONIC WRITING

The TransPerfect case, one of the largest shareholder conflicts in the history of the United States, put more than 5,000 jobs worldwide at risk , 500 of them in the offices of Passeig de Gràcia in Barcelona.

The case has revealed the  corruption that exists in the judicial institutions of the US State of Delaware, the original headquarters of TransPerfect until it had to flee to Nevada in search of a more fair treatment.

Suspicious practices

In recent years there has been a detailed follow-up of the different tricks used by the Delaware State Chancellery , with Judge André Bouchard in the lead, to favor the “Old Boys” of Delaware. Practices that have made poor, opaque and manipulated management visible in favor of a powerful circle of people.

It is important to highlight the origin of the TransPerfect Case. This is the moment in which the judge decreed the forced sale of a private company with benefits, the more than 250 million dollars spent on lawyers and consultants at the request of Bouchard, the deliberate concealment of the files of the case once resolved or the unbundled bills paid to law firms related to the judge, which are still arriving five years later.

Bad criticism and citizen discontent

This battery of controversial actions has cost the State of Delaware a multitude of criticisms and complaints from different strata of American society. In recent years, Delaware has fallen from the first to the eleventh position in the ranking prepared by the United States Chamber of Commerce, which assesses the transparency and impartiality of states through surveys of businessmen, lawyers and citizens.

In addition to having suspended the valuation of the United States Public Integrity Center, the United States Department of Justice is investigating the judicial team that managed the company’s sale process for alleged discrimination during 2017, when the company was under its control. Also, an opinion poll published in recent months by the Slingshot Strategies agency has revealed widespread discontent on the part of the citizens of the State of Delaware with the management of the current government.

Advertising pressure

Given this situation of alleged corruption and clear government opacity, there are already thousands of voices that have spoken in favor of a more transparent government, judicial institutions that represent the population and not just the interests of a few.

Specifically, the Citizens for a Pro Business citizen association, which has championed the citizen struggle to return Delaware to the field of transparency and competitiveness, has activated a campaign in which through irony it focuses on the Court Supreme and especially in André Bouchard.

Citizen action

“If you bill millions as a business lawyer, you like spending thousands of dollars on fancy dinners and you like driving cars that cost five times more than the average Delaware citizen earns annually, it seems you are the perfect candidate to become a Judge of the Delaware Supreme Court, ”they say, and concludes the video with a resounding“ our Supreme Court should be representative of the people it serves ”

On the other hand, Shirley Shawe , a TransPerfect shareholder and one of the most critical voices with the management of Judge Bouchard, has also wanted to shed light on the situation and has funded a TV advertising campaign in the States of Iowa and New Hampshire with the objective of increasing the notoriety of the problem that plagues one of the most powerful judicial courts in the country.

Serious deficiencies in the Supreme Court of Delaware

The advertising piece presents US Senator Joe Biden and Harvard professor Elizabeth Warren in a 2005 parliamentary dispute. The piece, edited, and with a voiceover that highlights the message, presents the following dialogue:

“Are you suggesting that the Delaware Supreme Court is not a competent or transparent court? Right, Joe Biden! That is why it has been valued at position 48 of 50 by the Center for Public Integrity in fundamental areas such as transparency and accounting ”.

The piece also highlights some of the shortcomings of the Delaware Supreme Court such as having no cameras in courtrooms, not reporting the earnings of judges, not having traceability of administrative documents and not presenting restrictions on the incorporation of judges who come from from the private sector.

 

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.

OPINION Dear friends, I can’t thank my readers enough for the massive overflow of responses sent to me after my recent article titled, “Is The Delaware News Journal’s First TransPerfect Article in Over Six Months: Accurate, a Puff Piece or ‘Fake News’? You Decide,” was published. I have enclosed 20 of your top comments and have removed the last names to protect your privacy. The previous article encompassed several issues, concerning Andre Bouchard’s Chancery Court, the new and completely outrageous “contempt of court” charges against TransPerfect (stay tuned for more in-depth coverage), the amazing political ads raising national awareness of issues in Delaware’s Chancery Court by TransPerfect stockholder Shirley Shawe, the mother of CEO Philip Shawe. She bravely calls out Bouchard for ageism, sexism and corruption. As I have said for years now, there exists a separate system of “law” that Bouchard’s Chancery Court applies to successful entrepreneurs like the Shawes to seemingly drain them dry — and the crony gravy train continues. My sources tell me Bouchard has scheduled another hearing, apparently to again improperly enrich Skadden Arps at TransPerfect’s expense on October 10th, and I am planing on live coverage! Folks, the bottom line, in my view, is that the Delaware Chancery Court’s archaic rules have created, at a minimum, appearances of impropriety, and at worst, outright corruption—and this is unprecedented. You can make a difference in 2020 by voting only for Delaware State Legislature Candidates who promise to take on court corruption and cronyism. The days of free millions to Kevin Shannon, Steven Lamb, Bob Pincus and Bouchard’s other pals must stop—and justice must be served folks. That’s how I see it and what I’m advocating. Again, I thank you for your many comments; please keep them coming! Sincerely yours, JUDSON Bennett-Coastal Network SCROLL DOWN: 1) From Walt: “Judson Bennett’s Coastal Network”, “Citizens for Pro Business Delaware”, and Incessant Legal Action by the Shawe’s, and now Mrs. Shawe is sending out political ads against Biden. Delaware has never seen anything like this before. People are talking. WALT 2) From Lynn: Can’t wait to see Mrs Shawe’s ads against Biden? We appreciate all you do for Delaware. You are a wonderful writer with no fear. – Lynn 3) From Sam: How can they continue billing without explanation ? Andre Bouchard is destroying Delaware’s reputation. There should never be a question about the Chancery Court’s integrity. You are definitely making a difference. Can’t wait to see the ads ! Keep it up buddy. Best, Sam 4) From Alan: The News Journal article seems to capture the essence of the whole picture. Probably fairly accurate with a slight spin in favor of the Chancery. I sure hope Bouchard does not get the Supreme Court. He is bad news. Can’t help admiring their persistence. Attack ads on Biden- Really amusing!! 5) From Dave: Jud, keep beating the drum—you are the talk of Dover-LOL DAVE 6) From Jim: Thanks for the information Judson. Typical News Journal article with its establishment spin. Keep the articles coming. The article does not hurt the Shawes and frankly it brings more attention. Fascinating business. JIM 7) From Patty: Bouchard is up for Supreme Court Chief Justice, we have got to prevent that somehow! Maybe the controversy with TransPerfect and all the negative publicity you put out about him will keep it from happening. We in Sussex all know the power of your pen. You have certainly helped people win and made people lose. Keep up the great work. Delaware loves you Jud! Patty B. 8) From Joe: Jud, I think the piece covers it accurately, maybe with a little bias? Quite a story! 9) From Tim: Judson, Delaware is not used to someone using the power of advertising and activists to change a situation in the Courts. I have a hunch the powers to be are getting nervous. Thanks for all you do. Tim 10) From Pete: Judson, Sounds like CEO Philip Shawe and “Mommy Dearest” don’t mess around. Fascinating stuff and you have done an amazing job on this entire expose’. You gonna get the movie rights? PETE 11) From Jack: Wow! Quite an article—Lot of Puff and spin for the dark side. LOL Love your articles. Best regards, Jack 12) From Dick: Thanks for sending. The appearance of irregularities in this incessant case are very disconcerting. The Shawes are to be commended in my opinion and if they can make a difference. I am all for it and glad. Good job buddy. Dick 13) From Scott: Jud, Biden has lost it. He is a total insipid character now without substance. I rate the piece as a puff piece. The Shawes really got screwed by Bouchard. He has got to go! Keep it up and thank you. Scott 14) From Elsie: Judson, Delaware should be attacked by the Shawes and especially Biden—YOU GO MRS SHAWE!—WOMAN POWER 15 From Laurie: Hi Jud, Quite an article, I like the way you presented it this time. Usually by the time I read your communication above the article, I don’t read the article. The News Journal is definitely putting a negative spin on it. What a mess-Delaware needs to fix this crap, but as long as the Dems have the power, it will only get worse. Keep up the good work. We love your articles. L, Laurie 16) From John: Amazing stuff, Delaware is corrupt and the News Journal is suborning the corruption as it always does! 17) From Bill: Judson, The Delaware we once knew is no more. The establishment is going to protect itself and the News Journal is a liberal rag! Best to you, Bill 18) From Alan: Biden stinks-such an empty suit. Good for Mrs. Shawe. Alan 19) From Jim: Biden is responsible for changing the Bankruptcy laws which screwed everybody and protected the credit card companies. Mrs. Shawe is a little off on her political ads , however there are ads playing from that Pro Delaware Citizens group all over the radio. The media, the legislature, and the corrupt judiciary are all in it together. Keep up the good work. Jim 20) From Sarah: Like the national liberal press, they embellish and spin it the way they want it. Thanks for sending. – SarahI’m going to keep this short, folks, because I want you to read the newest story in the Delaware News Journal about TransPerfect, which I have been writing about for the last few years. I’ve read the story twice and I’d love to hear your opinion. It seems to me that sadly, Bouchard and his good-old-boy network, who continue to take money from TransPerfect every month still — 2 years after the sale — are powerful enough to influence News Journal coverage. Read the story below and see if you agree that the Shawes, who are courageous enough to take on Chancery Court corruption using the Democratic Primary as a backdrop, are portrayed as the antagonist. I say they are really the victims, and they have been month after month to this very day of Skadden Arps continued court-ordered looting — for nothing of value in my view and in the view of employees — but this is sealed up, so how can we really know? Read below, and as always, I look forward to your feedback.

Why this NY businessman (and his mom) are still attacking Delaware — and Biden

Karl Baker | Delaware News Journal Published 11:14 AM EDT Sep 6, 2019 Joe Biden’s latest political attacker is the mother of a scorned businessman who for years has feuded with Delaware over a court order to auction off his New York translation company. Shirley Shawe purchased television ads in Iowa and New Hampshire that claim the former vice president supports a Delaware judicial system that “cuts out thousands of people who end up hurt by the court’s decisions.” The ads are the latest in a furious public attack, brought by Shawe and her son, Phil, against Delaware and its status as a hub for business formations and corporate legal fights. The offensive first arose in 2015 after the state’s Chancery Court ordered the sale of TransPerfect, a company that calls itself the “largest provider of language and technology solutions for global business.” Chancery Court Chancellor Andre Bouchard ruled that infighting between the company’s founders — and ex-fiances — Phil Shawe and Liz Elting, had created “irreparable” harm” to TransPerfect employees and clients. The two fought over corporate decisions with expletive laden emails and outbursts intended to thwart the other’s will.  At times, it became extreme, such as when Elting poured water on Shawe’s head to end a meeting or when Shawe hid under Elting’s hotel bed and refused to leave during a business trip, according to court documents. Shawe denied the claim. The New York Police even became involved after Shawe claimed Elting kicked him with her high heel. During the Delaware proceedings, Bouchard also ruled that Phil Shawe had repeatedly lied under oath and intentionally destroyed evidence. With Bouchard’s rulings effectively taking her side, Elting largely faded from public view. The Shawes took the opposite approach. The rulings triggered a backlash from the Shawes as well as from numerous workers within the company. Arguing that a sale would tear the company apart, employees hired a high-profile New York public relations company, called Tusk Strategies, which then incorporated an advocacy company called Citizens for a Pro-Business Delaware. What happened next were well-choreographed and well-publicized protests that appeared outside of Delaware’s Supreme Court in Dover. The demonstrations were composed largely of TransPerfect employees who had traveled from New York and Georgia, according to company officials. Inside the Supreme Court was Shawe’s appeal of Bouchard’s ruling. At one point during the proceedings a shouting match erupted between celebrity attorney Alan Dershowitz and Delaware’s outspoken Supreme Court Chief Justice Leo Strine. Separately, the Shawes attempted to lobby lawmakers to change state law to prevent the courts from ordering the sale of profitable companies. Phil Shawe also filed a federal lawsuit against Delaware, claiming the state law permitting Chancery Court to sell a private company violates the U.S. Constitution. In 2017, attacks spread to Amazon’s search for a second headquarters when Citizens for Pro-Business Delaware announced that it would write a letter to the retail giant’s CEO, Jeff Bezos, urging him “to recognize the risks of considering Delaware” for the facility.
Citizens for a Pro-Business Delaware hold a press conference outside the Delaware Supreme Court in Dover, Del., before oral arguments in the case of Shawe & Elting LLC. (Jason Minto, The News Journal)
Citizens for a Pro-Business Delaware hold a press conference outside the Delaware Supreme Court in Dover, Del., before oral arguments in the case of Shawe & Elting LLC. (Jason Minto, The News Journal) Today, the backlash has bled into national politics where Biden and about 20 other Democrats are vying for their party’s presidential nomination. With ads targeting early primary voters, Shirley Shawe appears to be using Biden as a proxy for Delaware’s corporate franchise, which for decades has supported the former vice president as well as boosted state government revenues by billions of dollars. The TV commercials are being paired with full page ads in national newspapers to form a half-million-dollar attack on Biden. It is being launched just as the primary race grows more intense during the months before the Iowa caucuses, early next year. It also comes as Democratic rivals, such as Massachusetts Sen. Elizabeth Warren, chip into Biden’s lead among likely Democratic voters. A spokesman for the Biden campaign said Shawe’s ads mischaracterize statements made during a tense exchange in 2005 between the then-Delaware senator and Warren.
Democratic presidential candidate former Vice President Joe Biden speaks to local residents during a community event, Wednesday, Aug. 7, 2019, in Burlington, Iowa. (Charlie Neibergall, AP)
Piggybacking on apparent criticism of the Delaware Chancery Court, the ad features an edited video of Warren stating that employees of companies with litigation in Delaware cannot hire lawyers to represent their own interests. What the ad doesn’t show is that Warren states in the unedited version of the brief exchange that her critique is directed at the federal bankruptcy court, located in Delaware, not the Chancery Court. “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,” Biden spokesman Jamal Brown said in a statement. In her own statement, Shirley Shawe said Biden expressed support for the Chancery Court in the video, “even if that is not the court Senator Warren was speaking about.” Shirley Shawe, a Republican, also said she does not necessarily want her ads to boost Warren’s candidacy. Instead, it is “just the first in a planned effort to drive awareness.” The Warren campaign did not respond to a request to comment.
Shirley Shawe, the mother of co-TransPerfect Chief Executive Phil Shawe and a 1 percent owner of the New York translation business, meets with Rep. Michael Ramone, R-Middle Run Valley, at Legislative Hall in Dover. (Jason Minto, The News Journal)

It’s the fees!

The Biden attack ads are the latest turn in an odd, yearslong saga that began with a battle over ownership of the profitable TransPerfect. Phil Shawe ultimately won the fight in late 2017 after Elting sold her half of the company. Still, Phil Shawe’s frustration with Delaware continued. He turned his ire toward what he said were millions of dollars of fees that a court-appointed custodian had charged the company following Bouchard’s ruling. He said those bills have ranged between $70,000 to $140,000 each month. “TransPerfect is still being charged,” he said in July. “And we’ve never been allowed to see an itemized bill.” Shawe has formally challenged the legality of those fees with a lawsuit he filed in August in Nevada, the state where he now incorporates TransPerfect. The custodian — Robert Pincus, an attorney at the lawfirm Skadden, Arps, Slate, Meagher & Flom — responded to the suit by asking the Delaware court to impose a contempt order on Shawe for failure to pay the fees. Pincus declined to comment for the story. Meanwhile, a separate line of public advocacy continues to build in Delaware.
Chris Coffey, campaign manager for Citizens for a Pro-Business Delaware, addresses the media during a July press conference outside the Delaware Supreme Court in Dover before oral arguments in the case of Shawe & Elting LLC. (Jason Minto/The News Journal)
While Citizens for a Pro-Business Delaware once said its advocacy was on behalf of TransPerfect, it now calls itself a defender a good governance among judiciaries. In July, the company launched an ad blitz in Delaware demanding transparency in courts and more diversity among its judges. The ads are airing on local radio stations, on Twitter and in The News Journal. The group also held a rally in July in front of Delaware Superior Court in Wilmington where protesters held up oversized foam fingers that stated “Corrupt Chancery.” While Citizens for a Pro-Business Delaware bears a resemblance to grass-roots advocacy, the group is led by Chris Coffey, a publicist who “specializes in creating major media campaigns that dominate news coverage for days and weeks at a time,” according to Tusk Strategies website. The advocacy organization is funded by TransPerfect employees. Its incorporation documents lists its principal address along a highway in Atlanta. Still, in a column submitted to the News Journal, the group implies that its roots are in Delaware by using the pronoun “our” when referring to the Delaware Chancery Court, the Delaware state budget and the Delaware state government. Coffey said he has never represented the group as one made up largely of Delawareans. “The people who are paying us and are most active are TransPerfect employees, or former employees,”  he said. “But did we go to the state fair? Did we go knock on doors and encourage people to sign up? … Yeah.” Contact Karl Baker at [email protected] or (302) 324-2329. Follow him on Twitter @kbaker6.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

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

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

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.

Breaking news on TransPerfect Global: Just 1-year after the company was “dissolved” and auctioned off by Chancery Court Chancellor Andre Bouchard in what I see as the most radical and corrupt decision in American business law history, TransPerfect is now the darling of Wall Street.

How is it possible that a company deemed the most “dysfunctional” in the world, requiring a 3-year government occupation ordered by our own Andre Bouchard’s Chancery Court, $250 million spent (much of which remains still undisclosed, Mr. Bouchard), and then dissolved and auctioned off — is now so successful that the world’s leading banks are happily lending money to it?

It’s clear to me that the whole thing was a LIE. Read the Slator story below about Bank of America, JPMorgan and Citigroup lending TransPerfect hundreds of millions and reflect back on how the Chancery Court treated this company and draw your own conclusions.

As always, your comments are welcome and appreciated. Especially upon reading this news.


TransPerfect Refinances USD 445m Loan Used in 2017 Buyout, Gears Up for M&A

By Florian Faes (20 June 2019)

TransPerfect is cutting its interest expense. The world’s largest language service provider by revenue is refinancing a USD 445m credit facility used to buy out the company’s co-founder Liz Elting after a years-long legal battle ended in late 2017.

In a process that saw him compete against H.I.G. Capital, private equity owner of arch rival Lionbridge, TransPerfect CEO Phil Shawe eventually succeeded in gaining sole control of the company he co-founded.

According to a press statement, the new USD 450m credit facility (consisting of a USD 400m term loan and a USD 50m revolving credit line) will replace and terminate the previous USD 445m credit facility.The relatively quick refinancing of a higher-interest loan can be seen as a vote of confidence in a business that generated USD 705m in revenue and USD 92.3m in EBITDA in 2018. The new loan will shave off around USD 15m from TransPerfect’s annual interest expense and was provided by a syndicate arranged by Bank of America, JP Morgan, and Citibank with Bank of America acting as the sole administrative agent.

Asked how he is planning to reinvest the funds freed up by the refinancing, Shawe told Slator that “one of the reasons I was able to put together a compelling bid for the company, was because I was not interested in pulling money off the table, so to speak. This USD 15m in savings per year will be used to finance growth through any or all of the following: M&A, Technology R&D, Talent Acquisition, Geographic Expansion, and General Corporate Purposes.”

“We have sufficient ‘dry powder’ to complete a major acquisition”—Phil Shawe, CEO, TransPerfect. 

To maintain its current growth trajectory TransPerfect will have to diversify into new verticals and offerings. Shawe confirmed that while he sees continued growth in the company’s traditional business lines, he expects areas such as “Media, Gaming, AI training and several other areas of focus for us in 2019/2020” to outperform.

So far TransPerfect has largely stayed on the sidelines while competitors have been busy doing deals over the past two years. But this may be about to change. “One of the advantages of this current financing is the opportunity it has given TransPerfect to forge deeper relationships with several of the world’s leading banks,” Shawe said. “Given our current leverage position, we feel very comfortable that we have sufficient ‘dry powder’ to complete a major acquisition should the right opportunity arise. Fortunately, because of the investments we’ve made over the years, such in our sales force and in our technology products, we are not dependent on M&A to drive growth.”

Breaking news folks, in a recent survey released by Slingshot Strategies LLC, confirms what I have been reporting on for years. There are a large number of Delaware voters who are dissatisfied with Andre Bouchard’s Chancery Court. Importantly, 79% of Delawareans believe Andre Bouchard should have been forced to disclose his pre-existing, 20-year BFF friendship with TransPerfect Global co-founder, Elting’s counsel, Kevin Shannon of Potter Anderson.

Additionally, the Delaware citizenry apparently agrees that conflicts of interest clearly exposed, not sealed up by a judge who could be abusing his power, in regard to the appointments of custodians. Bottom line folks, the Delaware people, in my opinion and in my assessment of these poll results, are not happy with Andre Bouchard and the rampant cronyism that has defined his tenure.

Recently, folks demanding greater transparency from Bouchard in his Chancery Court at a Bar Association Brunch were forced to leave by security, not only the event itself, but the parking lot as well. Is this the Chancellor’s latest bid to thwart activities protected by the United States Constitution?

Frankly, these poll results are unfortunately gratifying in a way because, in my opinion, a vast majority of Delawareans believe that Bouchard’s shady, illogical rulings in the TransPerfect case — supported by his former intern Leo Strine — in a nonsensical majority opinion — are improper. Our once-renowned Chancery Court is now infamous for corruption in my opinion.

Delaware, having dissipated from #1 to #11 for judicial equity in a national survey conducted last year by the United States Chamber of Commerce — is losing corporations to Nevada because many business people are concerned about potential subjective rulings coming out of Delaware’s Chancery Court these days?

Yes folks, having watched Chancellor Bouchard very closely from the time he was appointing various people to the Deputy of the Register of Wills job (before he found one that could actually do the job), having read all the transcripts from the TransPerfect case, and having interviewed many people, I am convinced beyond a shadow of doubt, the longer Bouchard holds office, the worse off Delaware will be.

Please read the article below published by Yahoo Finance, citing “widespread dissatisfaction” with Bouchard’s Chancery Court.

Survey Reveals Widespread Dissatisfaction With The Delaware Chancery Court

A recent poll shows that Delaware voters align with Citizens for a Pro-Business Delaware in their crusade for transparency in the Delaware Chancery Court

DOVER, Del., June 24, 2019 /PRNewswire/ — A staggering amount of Delaware citizens have expressed dissatisfaction with the Chancery Court’s proposed reforms and the state government’s transparency, according to a recent survey.

The survey, released in April by Slingshot Strategies, LLC., noted 79% of Delawarevoters and 77% of registered Democrats demand judges to disclose relationships with lawyers. In addition, about 70% of both Delaware voters and registered Democrats propose custodians to disclose conflicts of interests to the general public. The sweeping support for additional disclosure from the Chancery Court is heavily linked to the overwhelming frustration citizens have for the state government.

According to the survey, 92% of voters agree that the state government is dishonest and 58% believe it is nearly impossible to hold local politicians accountable for their actions. Almost 50% feel helpless in the fight for their voices and concerns to be addressed, due to political bias and nepotism in Delaware politics.

Citizens for a Pro-Business Delaware have demanded more transparency, equity, accountability and freedom of speech from the Chancery Court, only to be denied such basic Constitutional rights. On June 14, 2019, Citizens for a Pro-Business Delaware volunteers were forcibly removed from the Delaware Chancery Court after using their First Amendment rights to request transparency. While the group was denied the right to distribute information to those most closely associated with the Court system, Citizens for a Pro-Business Delaware will continue to bring their push for accountability to the residents of Delaware through media advertisements in the News Journal, as well as other local media.

Influential leaders such as Chancellor Bouchard halt Delaware Chancery Court reform and Delaware’s reputation as a hub for headquarters and businesses are being negatively affected. Citizens for a Pro-Business Delaware is committed to exposing the clandestine processes of Delaware’s Chancery Court. “The long-standing corruption and white washing of justice in the Delaware Chancery Court is abhorrent and unethical,” said Miranda Wessinger, president of the Citizens for a Pro-Business Delaware. “The citizens of Delaware deserve transparency and accountability from local political leaders. Our efforts to serve the Delaware people will not be impeded, regardless of the bureaucratic push back. We are determined to keep Delaware’s reputation as a thriving and profitable business state.”

Citizens for a Pro-Business Delaware is a group made up of more than 2,700 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others. They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the issue.

While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit DelawareForBusiness.org.

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.

Chancellor Andre Bouchard is now the subject of a Federal “Department of Justice” Investigation, according to an article published in a Spanish Newspaper.

All this writer can say at the moment is, “Wow… I hope this is true, because it is about time!”

If you’ll remember, TransPerfect has over 500 employees in Spain, where unemployment is very high. As I see it, Bouchard, by using his position improperly, tried to engineer a hostile takeover of TransPerfect by its largest competitor, HIG/Lionbridge. As a result, it seems since Chancellor Bouchard put so many Spanish jobs at risk, the international media there has been fervently following the case.

I called the U.S. Office of Public Affairs, which handles press inquiries for the U.S. Department of Justice, to find out more about this investigation and confirm that it’s ongoing. No comments were provided by press time.

As to the TransPerfect case, it is my understanding and in my personal view, it is now commonly accepted in business circles that Bouchard might have abused his power, and made absurd rulings that feathered the nests of Skadden Arps, his lawyer friends, and their combined cronies to the tune of $250 million in TransPerfect funds. Folks, in my opinion, there are truly the appearances of impropriety here and they must be investigated.

Please see the article below and ask yourself: Does Delaware need a judiciary that looks crooked enough to even make the Department of Justice consider launching an investigation? If this is true, what will that do to our reputation?

As always your comments are welcome and I will continue to follow the largest corporate case, and in my view, the largest heist by a judge, in American history — the public deserves answers, transparency, and accountability.


The TransPerfect case, investigated by the United States Department of Justice

The management of the TransPerfect case, led by the Supreme Court Justice of Delaware, André Bouchard, is being investigated by the US Department of Justice, according to a statement issued by the highest court in the United States.

BARCELONA, 29 (EUROPE PRESS)

The management of the TransPerfect case, led by the Supreme Court Justice of Delaware, André Bouchard, is being investigated by the US Department of Justice, according to a statement issued by the highest court in the United States.

The forced sale of this multinational, which has 600 jobs in its offices in Barcelona, ended in the courts of Delaware and now the US justice investigates the judicial team that managed the sale process of the company for alleged discrimination during 2017, when the company was under your control.

Associations of Delaware citizens say that as the investigation progresses it may also address other irregularities such as the $ 250 million that allegedly disappeared from the TransPerfect bank accounts while representatives of the Delaware Supreme Court controlled the company.

They emphasize “the opacity” with which Judge Bouchard has taken the case, arriving at not making public the judicial file months after the resolution, something contrary to the current US legislative framework.

They also denounce that one of the law firms that has benefited the most in the conflict has been a law firm of which one of its partners, Robert Pincus, was appointed judicial administrator of the company during the conflict.

However, the management of the case has called into question the neutrality of the judicial system of Delaware, according to a report by the US Chamber of Commerce.

TransPerfect closed the year 2018 with revenues of more than 600 million euros, 14.7% more than the previous year, and has offices in Barcelona, Madrid and Palma de Mallorca, Spain being the second country in the world where the multinational It has more employees, only behind the United States.

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.

Is this America? You have to wonder… when your Chief Chancellor Andre Bouchard is once again making a Stalin-like decision to dissolve a solvent company, rather than letting the private sector solve its own problem — which it would do, if the Court would stay out of it.

Equity-only courts, like the Chancery Court in Delaware, have been officially outlawed in 48 of 50 States! Only Delaware and Tennessee allow judges such unfettered power without the checks and balances of a jury.

It’s a court run by a man who appears to be absorbed by making companies spend and spend to solve simple problems. You appear to have deadlock here. Why not do what Delaware Supreme Court Justice Valihura demanded in the TransPerfect Global case, and expand the Board? In my view, the answer to “why not?” is because these decisions do not allow for Chancellor Bouchard to enrich his so called, elite, Delaware, lawyer friends and Skadden Arps buddies!!

Why would Bouchard do the equivalent of dropping a nuclear bomb on employees, their families, the U.S. Constitution and all business law precedence in America before his regime? The fly-swatter of an expanded Board can solve any deadlock, but where is the money for greedy Bouchard in something so simple? Bouchard’s pals would not profit from such simple American logic if it were applied here.

Simply put folks: Bouchard’s court, in my opinion, has turned into a money-making machine for his friends and cronies. How much money will be spent in the process? How much money could get funneled to all of his pals in the court-system?

We must rise up and stop this nefarious trend by a self- serving Judge who seems to be using the system for his own advantage? The Bar Association always has to go in front of him and plead their cases for his entire 12-year term, so they are beholden to obey Bouchard’s will. Folks, “the fox is guarding the hen house”! From my perspective, our elected General Assembly must step up for the people, reign in this-what I call-“business-terrorist jurist”, and restore the balance of power in our State before it is too late.

Instead, Bouchard’s solutions are un-American and insanely expensive. Bouchard has yet to explain any of the details or unseal the case where he ordered $250 million of TransPerfect’s money to be spent. The solution should be that Bouchard expands a company’s Board and lets the private sector make these decisions.

Instead, it is obvious to me and many others, he chooses to make the company “government controlled” — where he can make his cronies and good old boys richer and richer. He can pay back those who supported him to become Chancellor with no bench experience.

To me folks–It’s a crime, I see it plain as day, and it has to stop.

I pledge to talk to the employees of this recent company fiasco in Bouchard’s Court as well — just like TransPerfect — and give you honest reporting of any atrocities that Bouchard’s lackeys commit when he puts them in charge. According to employees, one woman at TransPerfect is still in therapy from the intimidation of Bouchard’s appointed Custodian and the fear of losing her job.

Folks, it is my absolute opinion, If the hubris of this inexperienced, petulant, greed-ridden, all-powerful Chancellor is not reigned in, Delaware’s image as once the #1 place for corporations — whatever is left of it and what’s left of Delaware’s economy — will be gone.

I implore you, my readers: Please call your elected state legislators, and tell them you will not stand, for what I consider, this corrupt behavior in our judiciary! IT IS GOING TO BE AN ISSUE IN THE 2020 ELECTION !

Please read the article below and any feedback you send me will be appreciated.

Here is the Law360 story:


Dysfunction Leads Del. Chancery To Dissolve Pharma Co.

By Vince Sullivan

Law360 (May 17, 2019, 7:03 PM EDT) — A Delaware Chancellor ordered the liquidation and dissolution of a pharmaceutical development company Friday, saying disagreements among the company’s three managers have created a deadlock that has frozen operations and doomed its future prospects.

Chancellor Andre G. Bouchard said Inspirion Delivery Sciences LLC cannot move forward because its operating agreement doesn’t provide a mechanism to resolve the differences facing members Stefan Aigner, Raymond DiFalco and Manish Shah, and there is no practical way for the business to continue.

“Underlying the rupture in their relationship, Aigner, DiFalco and Shah have been at loggerheads over issues of fundamental importance to the company and its future … ,” Chancellor Bouchard said in his opinion. “In sum, the current state of play at the company is that the board consists of three managers, two of whom disagree vehemently on issues critical to the company’s management and business strategy.”

The fissures began to show about two years ago, the opinion said, when Aigner, on one hand, and DiFalco and Shah, on the other, disagreed on supply contracts for the production of the company’s opioid abuse-prevention drug technology. The unique corporate governance structure required that Aigner and either DiFalco or Shah agree on corporate actions, but a dispute over DiFalco and Shah’s ownership of the company Inspirion contracted with to manufacture its drug led to the deadlock.

A series of acrimonious actions and reactions followed, with Aigner accused of trying to eliminate DiFalco’s veto rights using the conflict-of-interest provisions in the operating agreements, the opinion said.

Aigner filed suit in late 2018 seeking declarations that would cement his control of the company while limiting DiFalco’s management role, and DiFalco filed counterclaims seeking a dissolution of the company.

The agreement allows for the appointment of an independent representative to vote in DiFalco’s place when issues arise with supply contracts that implicate DiFalco’s other businesses, Chancellor Bouchard said. But DiFalco’s independent representative resigned in the fall of 2018, followed by Shah’s resignation, leaving just Aigner and DiFalco as voting members.

The opinion said the independent representative mechanism could work to resolve the differences between the two, but the chancellor determined it was highly likely the remaining managers would deadlock on the appointment of a replacement representative.

Even if there were a new representative selected or appointed by the court, the opinion said the mechanism is fatally flawed due to the ambiguous language in the operating agreement that gives no concrete definition of a conflict or when a manager would be required to disclose a conflict that would call the independent representative to the table to vote.

The deadlock has prevented Inspirion from selecting a contractor to manufacture its opioid abuse-prevention drug technology and has made it nearly impossible to monetize its valuable intellectual property, Chancellor Bouchard said.

“Under these circumstances, the court concludes that dissolution of the company is the best and only realistic option to force the parties to find a resolution where they have failed before, or if they cannot, to yield value for them by selling the company’s assets,” the opinion said.

William T. Reid IV of Reid Collins & Tsai, representing DiFalco, told Law360 Friday that the court’s decision will hopefully help in the development of new drugs to combat the opioid epidemic.

“This is an important victory for our client that will hopefully free up the technology so desperately needed to help those affected by the opioid epidemic,” Reid said. “We’re grateful that this court took the rare step of ordering a dissolution of the dysfunctional company.”

Representatives for Aigner did not immediately respond Friday to a request for comment.

Inspirion was formed in 2008 to develop drugs that would prevent the abuse of opioids by maintaining the time-release properties of opiate-based medications even after the pills were crushed and ingested, according to the opinion. It brought one such drug, MorphaBond, to market, and received regulatory approvals for a second drug, RoxyBond.

Aigner is represented by Peter B. Ladig and Brett M. McCartney of Bayard PA, and David H. Wollmuth and Michael C. Ledley of Wollmuth Maher & Deutsch LLP.

DiFalco is represented by Norman H. Monhait and Carmela P. Keener of Rosenthal Monhait & Goddess PA, and William T. Reid IV, Michael Yoder, Jordan L. Vimont and Ryan M. Goldstein of Reid Collins & Tsai LLP.

The case is Acela Investments LLC et al. v. Raymond DiFalco et al., case number 2018-0558, in the Court of Chancery of the State of Delaware.

–Editing by Jack Karp.

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.

TransPerfect lobbying group commits to tracking Court of Chancery

  This is not one of my headlines. This is an actual headline in the Delaware Business Times this week!   It has to be embarrassing for our state government that a group of concerned employees are hiring a lobbying group to fight what the group views as continued “court-sanctioned looting” of their TransPerfect Global company. Bouchard’s brazen money grabbing, possibly corrupt operation has not stopped, as he continues to let his personal friends bill TransPerfect, even AFTER the case is over?! Sources in the accounting department at the company have confirmed to me that another $1 million has been bilked, under seal, with no accountability, and no record that any real work is being done. Court-appointed Custodian Robert Pincus retired 1-year ago!!! Why is Bouchard continuing to let this company get fleeced and robbed?!?   It’s one outrageous act stemming from our Chancery Court after another, and I didn’t think it was possible to make this stink more — but our Chancellor, in conjunction with his former law partners at Skadden Arps, have found a way. The antics, looting and lies from Chancery have now prompted a group of TransPerfect Global employees to rise up in order to battle what they believe is real Delaware corruption. It’s embarrassing for me to write that about our wonderful state where I was born and lived most of my life.   May I ask the obvious question, folks? Why is the legislature not policing this zero-experience, crony-loving, high-handed and suspicious member of our Judiciary? My understanding from reliable sources is that Bouchard made his money outrageously billing public companies involved in mergers and controversial cases where the lawyers make all the money and shareholders get virtually nothing. Why do we continue to trust this man, who I believe has shown himself many times to be a greedy, petty, pathetic, biased,and capricious liar? Why do we, as America’s First State, keep Bouchard in this powerful role?   Can the good old boy network of small-town politics really be so dominant that all in power in Delaware turn a blind-eye to years of what I believe, as do many others, absolute fraud by the court? To be clear, my overly-informed opinion is that Bouchard’s misconduct is far-reaching, and he has shown, time and again, that he is willing to (mis-)use the Chancery Court as a tool to enrich his personal friends and former Skadden law partners.   In my opinion, the evidence that Bouchard is completely out of bounds is irrefutable. If we all allow our government to stand by and do nothing in the face of obvious, suspicious activities in the Chancery Court — then we are partially to blame for Delaware’s demise. So many of my readers have contacted me who are outraged, that I encourage all of you to join the fight against the good old boys. How? It’s easy. Simply write and call your local state representatives and demand the court case and billing records get unsealed, in accordance with the law which Bouchard is supposed to be upholding — and not profiting from.   For your information, I have discovered that Bouchard’s improprietous group will be Boondoggling this weekend on your Tax Dollars in New Orleans — where I believe Bouchard and Kevin Shannon (of Potter Anderson) first hatched the plan for the TransPerfect heist — while inappropriately making public appearances together during the trial. The truth is so unbelievable here, you could not write it as fiction. I believe Bouchard’s created a $250 million billing-bonanza for his friends.   I don’t have the money Bouchard and his friends have made off of the TransPerfect case, but I do have my computer — and I will be fighting injustice and corruption as long as I do. I call upon Bouchard and Skadden Arps to stop billing TransPerfect, stop taking money otherwise better used for their loyal employees, and I once again demand the Chancery open its records to the public. Delaware’s image and reputation depend on it! Please read the article below!    
 

TransPerfect lobbying group commits to tracking Court of Chancery

By Alex Vuocolo March 5, 2019

Delaware Business Times

Citizens for a Pro Business Delaware (CPBD), the lobbying group that successfully fought to stop the break up of TransPerfect by the Court of Chancery, delivered the keynote address at the translation services company’s annual sales conference.

CPBD Campaign Manager Chris Coffey spoke to upwards of 300 employees about what he calls the “existential threat” posed by the Court of Chancery.

“Existential threats are threats beyond typical business competition that put successful businesses at risk, such as through government actions or hostile takeover attempts,” Coffey said. “Our organization stopped both types of efforts.”

In the address, Coffey outlined the history of the legal battle, which began in 2016 when the Chancery decided to break up the company following an irreconcilable dispute between its founders. A group of senior managers later approached Coffey, a New York-based consultant, about taking up their cause.

“We may have won the biggest battle over TransPerfect in Delaware, but if history has taught us anything – it’s that the same court agents and lawyers who made millions of dollars coming after TransPerfect are not going to stop now,” Coffey said. “That is why our members have asked us to keep organizing and fighting and that’s what we intend to do.”

“From meeting with elected officials to educating the public through a new campaign, we will ensure the Delaware government cannot be used to improperly occupy successful companies against the wishes of a majority of shareholders,” he added.

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.

Chancellor Bouchard, what are you hiding? The law requires you to unseal these documents and let the public examine the court’s activities. If you aren’t covering your tracks and are not guilty of an impropriety, come clean and follow the law?   Sad to say, my loyal readers, that the black eye on Delaware is no longer confined to a local or national phenomenon, it has now gone global! Frankly, it is embarrassing for Delaware and it will further denigrate Delaware’s falling, former reputation as the best place for business justice.   Bouchard’s unlawful sealing of TransPerfect Global documents are indeed potentially damning to him and his Skadden Arps cronies (who I have been told were just fined $4.6 million by the DOJ for illegal activity that constitutes treason in my view) recently captures headlines in Barcelona, Spain’s second largest city, where I understand that TransPerfect has 500 employees.   Transparency is without a doubt required by the Courts.  Bouchard, you and your cronies cannot mask illicit activities in the dark of night — by ordering mass sealing of public documents! Who do you think you are? You sir are not above the law!   Where did the $250 million go Bouchard? I know repairs on your Bentley are expensive, but don’t you think this is a little overboard?? If you have done nothing wrong, you certainly have nothing to hide. So prove me wrong, unseal the case, and expose the documents for all to see.   Right now you are creating an acute appearance of an impropriety. Under no circumstances should the public ever have to even suspect irregularities in the Court of Chancery. As I see it, the Court’s reputation just a couple of years ago was beyond reproach and now it is not!   You are now under the global microscope of investigative reports from as far away as Spain! Chancellor Bouchard, you owe the good citizens of Delaware a specific accounting of exactly where your appropriation of these funds, by your orders, to whom they were paid and for exactly what?   These TransPerfect documents must be released to the public if the Delaware Court of Chancery is to have any credibility at all.   I will not stop investigating, and writing about this until Chancellor Bouchard gives the public the transparency the law requires.   Please see the article below.  
   

The details of the ‘Transperfect case’ are still hidden by order of the judge

Contrary to what US law dictates, Judge Bouchard has decided to prevent the public from accessing the records of the conflict that put 5,000 workers at risk, 500 of them in BCN

Delaware TransPerfect

The American justice dictates a resolution on the company Transperfect / FOTOMONTAJE CG

By IRENE BENAVENT

01.31.2019 00:00 h.

Nine months have passed since Phil Shawe took over 100% of the translation multinational Transperfect , which has one of its main international headquarters in Barcelona and a workforce of nearly a thousand companies. The takeover took place after one of the most mediatic business conflicts in the United States in the last four years. However, despite the resolution of the dispute, the judicial file of the case remains hidden from the public by decision of the Supreme Court Justice of Delaware, André Bouchard .

This new movement of the judge – the same that decreed the forced sale of the company founded in 1992 by Shawe and his ex-partner, Liz Elting – contributes to adding more opacity, if possible, to a shareholder conflict characterized by its lack of transparency and neutrality The dispute put at risk the future of more than 5,000 workers, 500 of whom are in the company’s offices in Barcelona, its most important international headquarters .

Opacity and obscurantism

The business conflict represented for the company an expense of 250 million dollars –214 million euros – in more than 30 law firms , global investment banks and entities specialized in M & A for the alleged resolution of the conflict. All these expenses had the approval of Judge Bouchard, who in turn, has maintained a long friendship with the leading law firms that have profited most from the forced sale of the multinational.

These benefited firms have been Potter Anderson and Skadden Arps , through the fees of their lawyers Kevin Shannon and Robert Pincus respectively. Sources close to Transperfect say that a large part of the money charged to the translation and dubbing company by these companies comes from invoices approved by Judge Bouchard that do not present details or justifications.

Out of the law

The decision of Judge André Bouchard goes against the current US legislative framework, which requires to make public the detailed information of the cases resolved.

In this sense, several civic associations of Delaware request that the works commissioned by Bouchard be investigated by the law firms, while they reject the judge’s decision to hide the details of the case, contrary to the provisions of the law. prevent the public and the media from accessing their records.

Delaware, exposed

The ‘TransPerfect Case’ has seriously damaged the prestige and neutrality of the State of Delaware, recognized in the world for its flexible and impartial judicial system. The imposition of a forced sale to a private company with positive results, the refusal to include in the bid strategic offers for the company or the opacity of the case demonstrated recently, have been some elements that have undermined the reputation of which it was one of the more attractive places for the American business ecosystem.

According to a survey prepared by the United States Chamber of Commerce, Delaware has fallen from the first to the eleventh position of the judicial neutrality ranking, after canvassing more than 1,300 general counsel, lawyers and senior managers. In turn, it is not surprising the decision of many companies to move their corporate headquarters to more competitive and neutral environments. This is what TransPerfect did to the state of Nevada at the end of 2018, as one of the first actions of Phil Shawe to restore stability to the company and its workers.

Sustained growth

Despite the fact that co-founder Phil Shawe had initially been removed from the sale of his company, in May 2018 the businessman put an end to the conflict by buying 50% of his partner and ex-partner for a value of 385 million dollars (330 million euros) thus doing so with 100% of the multinational.

Despite the grueling struggle for custody, TransPerfect closed 2018 with revenues of 705 million dollars – 621 million euros – 15% more than the previous year . This figure has remained positive for 26 years, which marks a clear upward trend in the sector , despite the fact that competitive threats such as Google and Microsoft are already approaching, which already offer translation services, where the results are often repeated awkward and errors in the translation of idioms or phrases.

Increase in employees

At the beginning of 2019, Transperfect hired its 5,000th employee. The company has more than 90 offices in cities around the world such as London or Sâo Paulo, however, its second most important headquarters – the first is in New York – is Barcelona, which has doubled its staff every three years.

In this sense, Phil Shawe predicts that the company could reach a thousand jobs in the Catalan capital by 2020.

Breaking News, folks: Elizabeth Elting’s attorney Kevin Shannon of Potter Anderson has made a new filing in the TransPerfect Global case. The filing allows his best buddy (you guessed it), Chancellor Andre Bouchard, to sink his tentacles into TransPerfect’s company coffers and possibly get the payola flowing out, once again! If the love of money is the root of all evil, Shannon and Bouchard are in my opinion its richest fertilizer. This story truly seems to have no end!    If you want to understand what I personally consider the colluding crooks of the Delaware Court system (Shannon & Bouchard) are up to now, stay tuned to the Coastal Network. I believe I am uniquely positioned, having earned the trust of more sources on the inside than any other commentator.   From what I have been told, I believe their latest scam to enrich themselves and their friends will shock your consciousness. First, I ask, why after having closed the case and after TransPerfect having fled our jurisdiction to Nevada to escape perceived corruption, is the Chancellor so eager to rip open old wounds and get TransPerfect back in his cross hairs? As they say on Wall Street, it’s about money and greed for certain corrupt Delaware elites.   I will explain Shannon’s apparent scam in a nutshell, as verified by multiple sources within the company. As part of the deal (or more accurately, what I see as state-sponsored blackmail), in order to keep the company he built, my understanding is that Bouchard made Shawe provide legal protection (known as “indemnity”) to Elting for wrongdoing related to lawsuits against her by former employees. Because of this, Elting’s team now seems to have no downside, so she (or more accurately, her bill-happy lawyers: Kramer Levin in New York, Potter Anderson in Delaware) appear to be working to sabotage the cases for which they are co-defendants with Shawe and TransPerfect.    Shawe and TransPerfect will have to be responsible by order of Chancellor Bouchard. Based on the contract with the Chancery Court, Shawe and his company TransPerfect Global has to handle Elting’s defense. Rather than sit back and enjoy their $385 million and 100% protection and “indemnity” that Bouchard forced Shawe to provide, Elting’s lawyers seem to be trying to make a mockery of theses cases and drive up their own legal bills (which will have to be paid by TransPerfect!), and keep on fighting in front of Bouchard. As I see it, because of Shannon’s perceived special relationship with Bouchard, they must feel they have no downside in sabotaging other litigations for which Shawe is paying the bill?   If you think I’m off base about how excited Bouchard was to get this wildly-successful company to start subsidizing legal time-meters all over the world once again, wait until you hear this: From what I heard, Shannon made a motion asking for permission to keep the case going, with extra pages (more pages equals more money for Shannon, less money for TransPerfect employees), and hold on to your hats, as I have heard from multiple reliable sources… Bouchard GRANTED Shannon’s motion to keep the fight going in the Chancery Court within 3 hours!!! (Chancellor, you could have at least pretended to be objective and not given the appearance that you and Shannon are colluding and coordinating behind the scenes. Perception is key, especially in this case. You couldn’t have possibly even READ the motion as fast as you granted it?!)   Now what’s worse than Bouchard having his clerks (who I have heard lie in wait for cushy Skadden jobs) standing ready to auto-approve Kevin Shannon’s every request, as he did for nearly 4 years? What’s worse than our Chancellor, who by his suspicious actions, could be betraying his sworn oaths and duties as a judge? What’s worse than a judge granting such windfalls to the side with zero witnesses to purposefully make settlement impossible? And what is worse than having, in my view, a Chancellor destroy Delaware’s business image and rankings (Dropping from #1 to #11) just to enrich his cronies? What’s worse? Watching Bouchard and his cronies gear up to seemingly milk it all over again??   Lawmakers, wake up and smell what I believe is the corruption in the Delaware Chancery! How pungent must the stench of Bouchard’s crazy operation be before you act, I ask? In my view, and in the view of countless other Delawareans who have written into my Coastal Network, Bouchard’s Chancery Court has morphed from a once widely respected institution, to what seems to me to be a corrupt third-world Kangaroo Court. TransPerfect would have gotten a fairer shake by suing Putin in Moscow. Wake up and pass reforms that will oust or limit the power of what I think is a Manchurian Candidate of a Chancellor, drunk with power.   In my view, this man is a menace to what the Delaware Court of Chancery is supposed to be about, which is equity and fairness! I believe no judiciary purporting to be honorable and running a clean shop would, could, or should allow him a seat at the table, much less, at the head of the table. It looks to me that Bouchard views the Chancery Court as a place not to ensure that justice is done, or to maintain Delaware’s reputation for business fairness, vested in him by the legislature, but as a personal play-thing, where he can make crazy, unprecedented, and unpredictable rulings that hurt 4,000 working families, just to enrich a few of his cronies, and the Chancellor apparently has no cozier crony, than his old, dear friend Kevin Shannon of Potter Anderson.   Stay tuned for more coverage. It seems at the moment that I’m the only correspondent with the inside scoop here. Either way, I promise to bring the citizens of Delaware the truth that no one else will.    Please click on the link below to read the article from “Crain’s”:   https://www.crainsnewyork.com/features/despite-bitter-battle-ownership-control-transperfect-remains-countrys-top-translation-firmThe 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!  If you are one of my 6,000 Delawarean subscribers, you likely have a lot to be thankful for this holiday season. We live in the greatest democracy in the world. For the most part, threats to that democracy and freedom are taken head on. While it happens all over, there are now relatively few cases where the rich, the powerful, the politically connected get to prey on hard working men and women of our society. In Delaware, the only place where too much unchecked power has led to what I perceive as utter corruption is in the leaders of our judiciary. Chancellor Bouchard, bolstered by having his former intern as Chief Justice (Leo Strine), has in my view, created an environment where possible corruption and mismanagement is more than tolerated, it is both feared and exalted.   The combination of these two factors leads to a situation where no Delawarean will take action to even investigate Chancellor Bouchard, who in my opinion and in the opinion of hundreds of TransPerfect employees and perhaps thousands of onlookers, indirectly allowed $250 million to be moved out of a successful company to what appears to be the enrichment of those who the Chancellor has admitted having and established as long term friendships: Kevin Shannon of Potter Anderson and Bob Pincus of Skadden Arps, among others. While hundreds of members of the public scream for Bouchard to be at minimum, investigated, why does our legislature do nothing?!   From what I’ve heard, the Bouchard’s have Bentleys, Porsches, huge mansions in fancy neighborhoods, their kids fly around in private jets, and for this I hope they are grateful this holiday season. I demand justice for the countless employees, shareholders, officers of corporations and members of society that all pay a small “tax” to support Bouchard’s disgraceful operation, and because we do so without realizing it, the tables of every Delawarean are not as bountiful. Perhaps those who can do something about Bouchard apparently turn a blind-eye because they are making money as well? Or perhaps because they are too afraid to speak out against the Chancellor for fear of reprisal? All we read is nonsensical platitudes, no matter how crazy and unpredictable his actions. Believe me, it’s not because people in Delaware don’t know or suspect Bouchard has created appearances of impropriety!   Perhaps the most frustrating thing I have learned through my investigation and coverage of the TransPerfect case, is that many citizens feel the Chancellor is somehow operating in a suspicious and wrongful manner, but yet just shrug; “That’s the Delaware Way.” In my educated opinion, some cases could be decided while drinking expensive scotch in the country club conservatory. Indeed it’s enough to dishearten any patriotic American!   To the legislature; to the voters; and to members of the Delaware Bar Association who I see as acting as the front group supporting the Chancellor blindly, I think George Orwell may have said it best: “A people that elect corrupt politicians, imposters, thieves and traitors are not victims… but accomplices.” Orwell is right to an extent. If we want what I consider the Chancery Court corruption to stop, Delaware has to be willing to scrutinize the powerful. The cost of not doing so will be our reputation (which has already been compromised), our incorporation business, and our overall economy. I will have a simple plea I will make to our legislature: If you won’t begin an investigation, then, at minimum, make Bouchard unseal the case and make him show the public his friend’s bills he nefariously ordered paid with no examination.   There are literally thousands of employees who were irreparably harmed by Chancellor Bouchard seizing a situation — applying a corrupt and non-nonsensical remedy without precedent in the U.S. (maybe Russia?) — and engaging in the largest, single, I believe illegal wealth transfer in business history from honest hardworking TransPerfect employees into the pockets of the Chancellor’s elite country club friends. The case remains under a court-ordered seal. Hundreds, maybe into the thousands, of hours were billed that accounting employees claim were never worked! Apparently there is no itemization whatsoever?   My sources tell me that mainstream media sources have requested the sealed bills and files be opened, yet Bouchard refuses?! I say to our Chief Chancellor directly: “Unseal the records and let the public see what you and your friends have been up to. If you have done no wrong, you should have nothing to hide, no tracks to continue to cover. Open up the documents and invoices for scrutiny.”   Guess what your honor, the sale process is over, yet you still refuse to unseal the records?! Why??   The law supports unsealing the case when over, yet it seems that you continue to believe you are above the law, that you can play not only judge, but also jury and executioner — to thousands of employees at one of American’s most successful companies — and you and your cohorts think you can operate without full disclosure. It’s enough to make me, and any red-blooded American that cares about capitalism, property rights, and justice, sick.   If there is the slightest hint of corruption or even the appearance of corruption in the judiciary — it cannot stand. It cannot become the new norm. The cost to society, our children and our children’s children is too high. I believe you are not the man for this job, but while you are still in office, consider this the official request of the Coastal Network on behalf of my loyal readers. We formally request that you open the entire TransPerfect file. Why not clear the air Chancellor Bouchard and restore the public faith in your position, because the people of Delaware are skeptical?? Please prove my concerns wrong and show us these forced payments by TransPerfect under your authority and direction were justified and legitimate.   Again, while everyone is enjoying their holiday season, do not forget these many TransPerfect employees, many of whom make less than $50,000 per year, who are the ongoing victims of what I consider a possible $250 million fleecing!   It is the working employees and their families that are the true victims here. Folks, they scream for justice this holiday season. Unsealing and carefully scrutinizing these, definitive, court documents, that are public record by law anyway, is the least the Chancery Court can do. After 4 years of what I and many view as serious misappropriations and improprieties at the hands of a Delaware Chancellor, we owe these employees, and the public at large, complete transparency and closure.

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?    Famous law professor and trial lawyer Alan Dershowitz said of the Strine-Bouchard duo, “Any attorney who advises his client to incorporate in the State of Delaware is tantamount to legal malpractice!” Delaware has now dropped from 2nd place to 27th place nationally for being business friendly according to the “Thumbtact Small Business Survey.” Folks this is extremely detrimental for the future of Delaware’s economy. One third of all of Delaware’s revenue comes from corporate franchise fees. This comes after Delaware dropped from a significant #1 to a pathetic #11 for Judicial fairness from the National Chamber of Commerce survey. Delaware’s formerly esteemed Chancery Court has lost its great reputation which is why Delaware was the incorporation capital of the world in the first place. It is obvious that Bouchard’s actions in the TransPerfect case were part of the reason. These are two, separate, gigantic drops, folks and Delaware will definitely feel the pain.    It’s no coincidence that the large drops for Delaware have come as the TransPerfect Global case was making headlines over the past couple of years! The Chancery Court and its assigned players operating the TransPerfect Global case under the auspices of Delaware’s Chancellor has seemingly turned out to be terribly detrimental for the state of Delaware.    The TransPerfect adjudication by Chancellor Andre Bouchard was completely outrageous and unprecedented. The way it was handled should be totally unacceptable to any reasonable litigator. Millions of dollars were wrongfully forced to be spent by a Chancellor who legislated from the bench while making unprecedented and inequitable rulings. Equity is what is supposed to happen in the Delaware Court of Chancery, not the incessant and apparent feathering of nests for the benefit of the Chancellor’s good buddies and his former law partners?   Consider that in a 4-year TrasnPerfect litigation, Co-CEO Elizabeth Elting called zero fact witnesses, and had zero affidavits, which is the least evidence in a Delaware civil trial that I am aware of ever being offered by the Plaintiff? Co-CEO Philip Shawe called all 10 witnesses in the case, all testifying on his behalf. He had 43 more waiting to testify and had over 120 affidavits. Then, in front of a hundred employees per day that traveled down to Wilmington to support Shawe, Bouchard found for Elting in 2015 and ordered the company dissolved and sold. This crazy ruling shocked the TransPerfect employees beyond belief, and that’s when the wave of Delaware corruption rumors began circulating like wildfire.   In my opinion, Elting got the auction result she asked for in 2015; not because it was the right solution, indeed it was certainly without precedent, but because this allowed a vehicle, for what now appears, the moving of large sums of capital from TransPerfect’s coffers to that of a Court appointed Custodian who was a former business partner and friend of Delaware’s Chancellor. Folks, I am talking about over $25 million billed dollars that were not itemized and were approved for payment anyway by Chancellor Andre Bouchard. If there ever was the appearance of an impropriety, in my opinion this was it !   Elting’s lawyer, Kevin Shannon, is a life-long friend of Chancellor Bouchard’s. Bouchard has admitted he was friends with his appointed Custodian Robert Pincus and folks– Pincus comes from Bouchard’s old law firm. Bouchard traveled to New Orleans, and made a public appearance with Shannon, during the decision-making phase of the trial. Beyond any doubt, this is an appearance of an impropriety. Every other lawyer was made to itemize their fees, making them subject to challenge. Which lawyers didn’t have to? You guessed it.    Shawe won in the end. His winning “auction bid” was $385 million, but he’d offered $300 million publicly half-way through the litigation, 2 years ago. $250 million has been the widely reported estimated legal cost (I estimate higher), this means that roughly, the Chancery Court spent an extra $125 million of shareholder money (and took an extra two years of employees lives), only to get an $85 million dollar increase in value. This was not really “value maximizing” to the shareholders was it Chancellor Andre Bouchard? Whose value did you maximize, I wonder? Another Appearance of an Impropriety ?   There is no doubt in my mind, that Delaware has recently dropped from #1 to #11 in Judicial fairness, and a devastating drop from #2 to #27 for Delaware being friendly to small businesses, has happened in my view, because of the shady way the TransPerfect case was handled. At least when Delaware economics sinks further and further into the red, we’ll know who to point our fingers at. I guess that’s something, but it’s not enough, there should be an investigation.    Most importantly, I feel it is time for the General Assembly to act by responding to these significant drops in national recognition with necessary changes in the law — changes that will restore faith in Delaware’s judiciary so that businesses will continue to incorporate in Delaware and prosper accordingly. Please read the article below.        

Delaware slips from second to 27th in Thumbtack small business survey

By Delaware Business Now

August 16, 2018

Delaware saw its No. 2 ranking head south in the Thumbtack 2018 small business survey.Small business owners surveyed by Thumbtack, gave Delaware a B- this year, ranking 27th in a survey of business friendliness in all 50 states.Thumbtack is a website and app that finds local professionals.

That’s 25 spots lower than last year when the state ranked second and received an A+. Delaware scored higher than New Jersey (D+), but lower than Maryland (B+).

State leaders had been taking note of the positive 2017 findings from Thumbtack as surveys from CNBC and others gave Delaware low business rankings.“The biggest slip this year for Delaware was in its training and networking programs. In 2017, it received an A grade, with 27 pecent of our respondents saying that they or their business had benefited from a training or networking program,” Thumbtack economist Lucas Puente, stated in an Email message. “However, this year, only 10 percent of the small business owners we heard from had used such a program. This drop in usage led the state to get an F for its training and networking programs this year.”

Another noticeable decline came in tax regulations Puente noted Last year, 45 percent said that tax-based regulations were friendly towards small businesses; this year, only 34 percent did.

Its 2018 Small Business Friendliness Survey, ranked all 50 states and 57 cities based on factors that included licensing requirements, tax regulations, and labor and hiring regulations. With over 7,500 small business owners surveyed, it’s the largest continuous study of small business perceptions of local government policy in the U.S, according to a release.

Based on the evaluations in surveys, Thumbtack also assigned eight policy-specific grades to evaluate how easy local governments make it to start, operate, and grow a small business. For more details about the report and the full set of results for Delaware, please visit Thumbtack.com/DE.

It pains me to say this: But having covered the TransPerfect Global case closer than anyone for the last couple of years and talking to many employees who had their lives turned upside down by the Delaware Courts, I am happy to see the American success story known as TransPerfect finally being able to escape the tentacles of our Chancery Court and Chief Chancellor Bouchard. Thankfully, it wasn’t sold to a private equity shop, which may have laid off thousands of workers with the intention of trimming the company and flipping it a few years later. Ultimately, the employees won, and jobs were not lost.   But at what price? Did the Court of Chancery really do equity here by causing the litigants to incur $250 million in fees to resolve ownership of a company that does $600+ million in revenue? It would take years for the company to recoup those costs! It’s obscene, it’s outrageous and in my opinion — nothing less than a money grab by the Delaware Bar and what amounts to State sanctioned theft.   Why would corporations want to incorporate here when they start to realize that their biggest business losses can occur when they try and get something done in Delaware. Let’s be clear folks: The greed of the Delaware judiciary and its lawyers have made Delaware a “business unfriendly” state. The only people who won here were lawyers, Delaware elites, and those hired by them. The legislature should form a special committee to investigate the whole TransPerfect case so that the Delaware attorneys and Chancellor Bouchard can explain their actions and open their books to the public (which they have shockingly refused to do to date ). In order to survive, Delaware needs transparency, now!   When litigants come to Delaware and see Chancellor Bouchard pulling up in his Bentley, they will probably be thinking about the TransPerfect case.    Reading the piece below about TransPerfect moving its corporate headquarters from Delaware to Nevada, I thought, bravo TransPerfect! Very smart for those guys to get out of the state where we have no checks and balances on the judiciary’s power. I mean, the Chief Justice of Supreme Court was Bouchard’s summer intern! I am erxtremely sad for Delaware, but overjoyed for TransPerfect.    TransPerfect employees and shareholders weren’t the only losers here. What Delaware lost and is losing in our reputation and our image is priceless. Frankly, in my view, it is lost at the hands of a greedy bunch of powerful cronies who have the ability to bleed companies and their shareholders dry. Judges who legislate from the bench and have relationships with attorneys, creates the appearance of an impropriety and all the while, it seems our elected officials just stand by and do nothing. If you followed the recent Facebook case in Delaware, the fees requested in that case were $129 million! We have reached a seminal moment for the Delaware judiciary and for the people of this great State! Can the corruption run any deeper?    Under the leadership of Chief Chancellor Bouchard, our state fell from #1 to #11 after 15 years of dominating the corporate confidence survey and I’m worried that the Delaware Bar Association and Delaware’s Supreme Court will continue to turn a blind eye as more and more corporations question the reliability and impartiality of the Delaware Chancery.   The story below says that TransPerfect Global and 7 of its operating subsidiaries have moved to Nevada. The move has been called “Dexit”, as in Delaware-exit.   Some of TransPerfect’s employees in my 6,000+ readership-base think I’ve been their only voice, yet now I ask them to be my voice: To the employees and to TransPerfect CEO Phil Shawe, I say this:   I understand why you’re leaving — if someone took a quarter-billion from me, I’d leave too — but stay! Please don’t turn tail and run now that you’ve won. Delaware is a good state with good people. You are the only business people who are bold and dogged enough to challenge the cronyism that is rampant in Delaware, and to possibly get legislation passed that will reform a judiciary gone amok. With you leaving, what about the rest of us? You have the means and the motivation to make a real difference here — to save Delaware from itself. How will you feel when the next $100 million in legal fees is awarded? Beyond Delaware, think about how many future management teams and shareholders you can save from the heinous, legal crap that befell you at a cost of millions of dollars.   Speaking for Delawareans as a whole, we don’t want more private jets for plaintiffs attorneys and Bentleys for judges. We want change and we want our reputation back. Consider coming back to Delaware and being part of the solution? Now that you have nothing to gain or lose, perhaps our legislators will listen. Please read the article below.  

Industry News

TransPerfect Moves Corporate Headquarters to Nevada

by Andrew Smart on August 13, 2018

TransPerfect wasted no time in moving its corporate domicile from Delaware to Nevada once the deadline for Co-founder Liz Elting to file an appeal with the U.S. Supreme Court passed on August 1, 2018, without incident.

The move puts closure and distance between the world’s largest language service provider (LSP) and the Delaware Court of Chancery, which had appointed Custodian Robert Pincus to auction the company.

TransPerfect Co-founder Phil Shawe eventually won the competitive auction process and completed the buyout in May 2018, enabling the company to restart acquisitions and relocate to Nevada.

Expensive Litigation

For four years beginning 2014, the legal battles for control of TransPerfect were amongst the most acrimonious seen in American corporate history. While Shawe declined to comment on the legal and custodian costs for this story, Crain’s reported that USD 250m in legal fees were spent by all parties on at least 20 lawsuits involving 30 law firms.

The Court of Chancery in Delaware, where TransPerfect was domiciled, would take center stage in these battles. In June 2016, it ruled that the company would be sold in an auction in which Shawe would be forced to participate while he contested its legality at the same time.

The auction began with 97 potential participants, ran four bidding rounds and ended with Shawe securing the bid for USD 770m in a neck-and-neck finish with H.I.G. Capital, the private equity owner of Lionbridge.

In an email statement to Slator in May 2018, Shawe said “Personally, I feel both pleased and vindicated to have won the auction and to now be in a position to ensure that TransPerfect’s successful business model will be maintained into the foreseeable future.”

Debt Financing

Shawe purchased all of Elting’s shares for USD 385m in cash, yielding her about USD 287m in after-tax net proceeds. “TransPerfect and I used Owl Rock’s debt financing to buy out my former partner,” Shawe confirmed to Slator for this story. He declined to provide the type and amount of debt raised.

Shawe added that “Property rights advocates should perhaps be happy to know that TransPerfect’s third shareholder, Shirley Shawe, was, in the end, able to keep her (1%) stake in the company – private property which she feared could have been taken by the government, against her will, and sold to a third-party – a litigation outcome unprecedented in U.S. history for a private, profitable firm.”

With the purchase approved by the Delaware Supreme Court and completed in May 2018, Liz Elting had until August 1, 2018 to file an appeal with the United States Supreme Court. The deadline passed and TransPerfect wasted no time moving its corporate domicile to Nevada.

TransPerfect’s Dexit

Shawe confirmed to Slator that “as of August 6th, our parent company, TransPerfect Global, Inc. and all seven of its operating subsidiaries which were domiciled in Delaware, have moved to Nevada.” The move has been called “Dexit” by insiders.

“For years, most companies – including ours – considered Delaware the default option for incorporation” Shawe told Slator. “But times and circumstances have changed and other states, Nevada chiefly among them, now represent a compelling alternative.”

He added that “Nevada has a reputation for low taxes, privacy, lower litigation costs, a rational and predictable judiciary, as well as for protecting officers, directors, managers, employees and stockholders. It is an extremely business friendly locale.”

A Return to M&A

TransPerfect has emerged as a formidable player in the language industry, with revenues up 12% to USD 615m in 2017. Even more remarkably, the company managed to organically grow revenue by nearly 20% to USD 337m in the first half of 2018.

The growth, according to Shawe, is broad based across “every industry vertical we service. We’re also seeing significant growth in both our services and technology revenue streams. Geographically, it’s the same story, the Americas, Europe, and Asia are all up compared to last year.”

“If we had an extremely compelling use of funds, we’d raise the capital necessary, either in the private or public markets”

When asked if M&A would also be part of its growth strategy going forward, Shawe replied “Yes. We are looking for M&A candidates in the services space (…). In the technology space, we are looking for strategic software purchases that would fit well in our existing technology stack.”

Less certain is whether TransPerfect will go public and use its shares as a source of capital in acquisitions as RWS, Keywords Studios and SDL have done.

“We’re more apt to view ‘going public’ as we would any other means of raising capital” said Shawe. “If we had an extremely compelling use of funds, we’d raise the capital necessary, either in the private or public markets.”

$129 Million Sought By Delaware’s Lawyer and Chancery Court Elites 

  Look at this story below, folks. While not nearly as egregious as the infamous and historical TransPerfect Global case, we seem to have more Delaware law firms pillaging a large tech company. In this case, it’s Facebook, with exorbitant legal fees. Whereas in the TransPerect case, it was Potter Anderson, Skadden Arps and others, who in my view, were swindling a king’s ransom from that successful company. In the Facebook case, legal firms Grant & Eisenhofer and Prickett, Jones & Elliott are looking, in my opinion, not unlike the TransPerfect case, while attempting to ransack and loot, a big-time tech-giant and its shareholders. This is yet another example of why legislative reform aimed at curbing the judiciary’s powers are necessary to stem and reverse Delaware’s economic collapse.   The law firms cited in the Facebook story below are looking for an amazing $129 million in attorney fees, while Facebook is saying this is outrageously high. Quite the gap, and it’s quite glaring to see how much certain Delaware law firms have again possibly over-billed! If this fee is granted, it will allow Grant & Eisenhofer to buy another private jet….how else will Bouchard’s children get around when his Bentley is in the shop?!   After the debacle known as the TransPerfect case and the subsequent beating Delaware took in the Chamber of Commerce’s national rankings going from number 1 to 11, will the Delaware judiciary have learned its lesson? See the “Delaware dethroned” article which backs up my concerns:   https://www.law.com/sites/almstaff/2017/09/12/delaware-dethroned-by-south-dakota-as-top-corporate-lawsuit-venue-report-says/    In the TransPerfect case, the attorneys were billing and gauging at extraordinary rates, contributing to an estimated total of $300 million in legal, custodial and other fees. An outrageous sum that Corporate America has taken note of and clearly indicated to all Delawareans by our plummeting rankings in all aspects of the efficiency and objective balance of Delaware’s judiciary.    Sad to say that this Facebook case is shameful for Delaware, just like the TransPerfect case has been!! My opinion was and still is that Delaware continues to lose national credibility with all of this bad press stemming from Delaware’s Chancery Court.   Unfortunately, I am not optimistic. In my observations, greed overrules justice when it comes to the Delaware Bar, who by seeking to enrich themselves in Bouchard’s Chancery Court, will not only destroy their golden goose, but the Delaware economy as well. Remember Bernie Madoff lived a good life for many years, until it all came crashing down.   I believe that the Delaware Bar Association members know that Bouchard is their guy and as the Chief Chancellor of this court, could he be ready to line their pockets again? This is Bouchard’s court, he runs the show and they all seem to get what they want? We will see how it eventually shakes out.   Recently a Manhattan Supreme Court Justice said he was “troubled, almost haunted by the idea of awarding almost half-a-million dollars to attorneys who simply prevailed upon a court to dismiss an untimely proceeding.” He went on to say he viewed the fee request of $464,164 as “highway-robbery without the six-gun,” and called on attorneys and fellow judges to cut down on astronomical awards. (In the Facebook case they are asking for a whopping $129 million).   Will Chief Chancellor Bouchard, Chancellor Laster and their cronies at the Delaware Bar listen? Or will they continue to try to line their pockets at the expense of the Delaware economy? In this Facebook case, seemingly greedy attorneys in America’s First State look to be triple-dipping, seemingly assuming Facebook’s deep-pockets will soon line their own pockets.   If you’ve been reading my coverage of the Chancery Court cases in Delaware, including the recent CBS vs. Viacom case, where Bouchard said he’d “never seen anything like this before,” just like the TransPerfect case, you can be certain that Bouchard has seen billing like this before… in the TransPefect Global case and likely many others!    Folks, I’m looking out for Delaware and our business-reputation, and will continue to do so. Please read the story below for what I believe, according to the news, is the latest corporate gauging by attorneys in Delaware; it shows that Delaware is anything but business-friendly:     
 

Attorneys defend $129M Fee in Suit Over Facebook Stock Plan

ALM Media July 24, 2018

Tom McParland

Three law firms are pressing their case for $129 million in attorney fees in a shareholder suit over Facebook Inc.’s since-abandoned plan to reform its stock structure in a way that would have given founder Mark Zuckerberg more control over the company.

Attorneys from Wilmington plaintiffs’ firms Grant & Eisenhofer and Prickett, Jones & Elliott and Radnor, Pennsylvania-based Kessler Topaz Meltzer & Check defended the request in a court filing on Monday, saying Facebook’s eleventh-hour decision last year to scrap the reclassification plan had secured the full relief their clients had sought in the two-year-old lawsuit.

Counsel for Facebook, however, has said the proposed award was the second-highest ever requested in the Delaware’s Chancery Court and would “dwarf” fees in comparable cases.

Instead, the company said any fee award should not exceed $19.8 million.

The dispute hinges on the question of how to quantify the value of the plaintiff’s victory last year, which came just three days before a planned trial that aimed to put Zuckerberg on the stand. The share restructuring would have allowed Zuckerberg to retain his 60 percent voting power at Facebook, even as he made good on his promise to sell off his shares to charity. There was no dollar amount attached to the agreement, and both sides at the time refused to call what transpired a “settlement.”

Plaintiffs’ attorneys argued Monday that the move would allow shareholders to eventually take control of the Menlo Park, California-based social media giant, a benefit they said was worth $1.29 billion based on the company’s present value. “The real issue in dispute on this fee application is how does one value control of a $500 billion company,” the attorneys wrote in a brief in support of their motion. “Facebook cannot now retreat from Zuckerberg’s many uncontradicted public statements. Nor can it credibly claim that control of a $588 billion company does not have a multibillion dollar value.”

Facebook, which is represented by Ross Aronstam & Moritz, said in court papers last month that Zuckerberg has no intention of relinquishing control of the company for the foreseeable future, and there was no way to accurately determine the value of the termination.

Given the uncertainty, the company said, attorneys should be compensated based on the time spent working on the case. “Plaintiffs’ counsel now seek the second highest fee award in the history of this Court, and (by an order of magnitude) the highest fee award in any case not involving a certain and quantifiable monetary benefit,” Facebook’s lawyers wrote in a brief. “Under these circumstances, quantum meruit is the proper method for determining an appropriate fee.”

Facebook’s board approved the reclassification in 2016 as a mechanism to allow Zuckerberg to maintain control of the company after he had announced that he would donate 99 percent of his Facebook holdings to the Chan Zuckerberg Initiative, a philanthropic investment company run by Zuckerberg’s wife, Priscilla Chan. But investors quickly lined up to oppose the plan, arguing that it would grant Zuckerberg lifetime control of Facebook, while forcibly converting two-thirds of Class A stockholders’ equity interest to nonvoting Class C shares and depriving them of any influence over the company. In a complaint filed in May 2016, class attorneys called the plan a “fait accompli” for Zuckerberg and argued that it was a self-interested scheme approved by a conflicted board of directors.

With trial just days away, the company announced on Sept. 22 that its board had unanimously agreed to withdraw the reclassification plan.

In a post to his Facebook account, Zuckerberg said that the proposal to add a new class of company stock was “complicated” and that it “wasn’t the perfect solution.” However, he said that Facebook’s recent success would allow him and his wife to fully fund his philanthropy and maintain voting control for at least the next 20 years. And he announced that he planned to sell 35 million to 75 million shares in the next 18 months to fund contributions in the areas of education and science. “This path offers a way to do all of this, and I’m looking forward to making more progress together,” Zuckerberg said.

Briefing the plaintiffs fee request is now complete, leaving the issue to Vice Chancellor J. Travis Laster to decide. There was no word Tuesday on when the judge might rule.

The case is captioned In Re: Facebook Class C Reclassification Litigation.

So what happens when TransPerfect is permitted to operate its business without the court-ordered, hand-picked custodian, employment of countless attorneys, needless consultants, and Delaware elites? All installed as a result of Delaware and Chancellor Bouchard’s over-reaching and needless court decisions that tried to sell the business from under its founders. Ordinarily, I bet you would have wait years to find out?

 

Just months after Andre Bouchard and Leo Strine ended their 3-years of court-ordered “hands in the till” — which was, according to Delaware Supreme Court Justice Karen Valihura, an unlawful seizure of TransPerfect’s fast-growing and profitable business — the reins have now returned back to the always-rightful owner (Philip Shawe) and the original management team who built the company.  And what has happened by returning TransPerfect to the private sector? 

 

Revenues are now up 19% for the year!!! 200 NEW AMERICAN JOBS have been created and TransPerfect is now returning to its former glory as its industry’s largest and fastest-growing company. The fact that our Chancery Court System engineered a THREE-YEAR, $300 MILLION government take-over by a Skadden Arp’s attorney, who billed $1,475 an hour. Where both Bouchard and Strine both “coincidentally” happened to have worked before they got their political appointments. The thought continues to make my blood boil.

 

Delaware legislators, I said it before and I’ll say it again: There is no checks-and-balances on the cozy, back-scratching, incestuous relationship, which YOU allow to exist between the attorneys’ special-interest group (The Bar Association) and the Judiciary in Delaware. Our founding fathers required serious over-sight for all government operations and your lack of action is inconsistent with your oaths of office in my humble opinion.

 

Nothing puts our current crisis, and the dire need for legislative reform, more into focus than the TransPerfect case. In my opinion, new legislative reform must curb the Chancery’s unchecked power to takeover an entire business, and order excessive payments from the company with no limits, no supervision, and absolutely no accountability.

 

It is your job General Assembly members to protect the system. You were elected to lead. I and many of my readers are imploring you to take action to prevent outrageous tragedies such as the TransPerfect situation from ever happening again.

 

In my opinion, this is the only way out of our downward spiral in business confidence, in judicial impartiality rankings, and the only way to reverse the current economic crisis in all of Delaware. These wounds were self-inflicted on our entire state by the unprecedented actions of Chancellor Bouchard for reasons still unknown and still very suspect, but regardless, we need to learn from our mistakes — Delaware’s reputation cannot continue to be one of “corruption” — we need reform and we need change.

 

So, what has happened since? It’s amazing what happens when private property is in the hands of private citizens and private sector managers and not in the hands of government officials and their cronies.

 

But don’t take my word for it, please see the following article on TransPerfect’s business from last Friday’s New York Post.

 

TransPerfect business booming after years-long ‘custody’ battle

By Post Staff Report

July 13, 2018 | 6:42pm

Modal Trigger

Elizabeth Elting and Philip Shawe

Phil Shawe is proof you can survive a breakup with your business partner — even if the partner is your ex.

Shawe gained control of the “family” business, TransPerfect, earlier this year after a nasty, “War of the Roses”-type court battle with his fiance — and tells The Post business has hardly been better.

The privately held firm is going to report this week that profits in the first half of 2018 jumped 19 percent — and that revenue for the year is projected to surpass $700 million.

“The company has enjoyed six months of certainty,” Shawe said from TransPerfect’s New York City headquarters. “The last time we grew like this we were a $100 million company.”

Shawe and his then-fiancee, Liz Elting, started TransPerfect in 1992 out of an NYU dorm room. When they split, each controlled 50 percent of the firm and neither had the right to buy the other out.

When the battle for control of the language translation company began in 2014, Elting partnered with private equity firm H.I.G. Capital, which owns Lionbridge, a rival service, in a bid to buy out Shawe.

Shawe didn’t partner with anyone in his attempt to buy out Elting.

In February, the four-year battle ended when the Delaware Chancery Court ruled in favor of Shawe — who outbid Elting, and agreed to retain virtually all the 4,000 full-time employees.

The deal closed last month.

Shawe said he has added 200 net jobs this year. TransPerfect has made one acquisition since the court’s ruling and plans to look for other opportunities, Shawe said, including possibly buying Lionbridge if it comes up for sale.

Shawe said he has not had a conversation with Elting, outside of board meetings, for a few years.

Dear Friends,   Thank you for your support and feedback on my investigative journalism with the TransPerfect case. We shed light where it needed to be brightest and in doing so we wanted to be sure other successful companies don’t get dragged through the potential government takeover that TransPerfect experienced over the past three years. With your support I was able to help protect Delaware’s business reputation, which drives our state economy here in Delaware.    Rather than recap the case, which I did in a recent column, let’s get right to the feedback from you good folks, the real stars of this column and all 6,000 of you, who are the true force behind my voice and whatever impact we made in Delaware and the TransPerfect case.   Here are the top remarks I received. There were so many, I decided to narrow it to a baker’s dozen!   Enjoy:   1) From Sarah B:    Why do I feel like the dam is only beginning to crack in Delaware? Keep letting us know what is going on!   2) From Rick:     There are layers and layers to this case. This is truly bad for our state. How could this happen and how can we stop it from happening again?    3) From Grant:    Great Job — Delawareans are really in tune with the problems in our Judiciary because of you. You have been an inspiration over the years.    4) From Phil D:    Thank you for the work you have done. The TransPerfect case which you brought to us has been fascinating. Once we became hooked, we couldn’t hear enough about it. Really happy that CEO Shawe won the bid.   5) From Corinnia:   “Great news, Judson!”    6) From Claire:   “Amazing, Amazing, Amazing — AMEN”   7) From Gene:   “A lot like Mueller’s collusion case”   8) From Sebastian:    “Thank goodness Delaware was not responsible for one of the worst cases I’ve seen in my many years following the Chancery Court.”    9) From John:   “Outstanding effort on your part Jud!”   10) From Gail:   “Yay, Jud ! Congratulations to you for all your hard work on this!”   11) From Elizabeth:    “I couldn’t hear enough about this case. I was so worried for those employees. I really thought those jobs were going to be lost!”    12) From Bryant:   “Thank you for keeping us up to date on this Court Case.”   13) From Sam:   “Jud, the people of Delaware now know that there is corruption in the judicial system. I am so happy Shawe prevailed. Good job on your reporting.”     These are the top comments from you good folks. Keep them coming, I truly appreciate it. Let’s keep Delaware honest for all of the nation to see! We have to keep those in power in Delaware in check to restore Delaware’s credibility.   Thank you for your continued input.   JUDSON Bennett-Coastal Network  For those of you who run in loftier circles than I, and perhaps have an Ivy League education or a law degree, here’s a look at the TransPerfect Global case from a legal perspective. I have been shouting for years about the gravity and prevalence of legal “errors” and the repercussions for the Delaware economy, but here is a Law Review Article that will help lay out some of the many legal issues. Unfortunately, this is probably the first of many.   So again, for those thinking I was droning on about the Chancery Court destroying the American Dream for employees and business owners throughout the country with the TransPerfect case, without the proper background, please take a look at this Law Review Article.   As we climb back from our current crisis, and the carnage the Chancery Court (Andre Bouchard) and the Supreme Court (Leo Strine) did to our state, which plummeted Delaware down to #11 in incorporation confidence (after a 15-year run in first place), it is imperative that we understand the dangerous precedents and events that occurred around the $300 million TransPerfect fiasco.   To reverse the crisis our elites created, we must, at a minimum take steps to ensure this never happens to another successful American business again!   Stay tuned and see below.  I’ve pulled some relevant and interesting quotes that focus on the Chancery Courts missteps from the Law Review piece:  
    “The Delaware Supreme Court erred in two respects. First, the court affirmed the Court of Chancery’s expansive reasoning with respect to the ‘irreparable harm’ requirement …and instead accepted the Court of Chancery’s proposition that irreparable harm may encompass things like severely diminished employee morale, client skepticism, and failure to benefit from proposed acquisitions. The court focused on this erroneous interpretation of irreparable harm expansively…”   “Second, the court improperly affirmed the Court of Chancery’s grant of expansive custodial authority… the court accepted a custodial sale as the only means of appropriate relief without first implementing viable alternative remedies.”   “Also highlighted in this Law Review: “it is unlikely that the Delaware General Assembly intended to permit the Court of Chancery to order the whole sale of a company to a third party.”   An especially relevant quote regarding Justice Valihura:   “In her dissent, Justice Valihura pointed to two main principles undermining the majority’s decision. In her analysis… Justice Valihura concluded that stockholders’personal property rights are not meant to be abridged by mere implication.”   Some of the relevant quotes that focus on the Delaware Supreme Courts missteps:   “In affirming the Court of Chancery’s decision, the Delaware SupremeCourt erred in two ways. First, the court affirmed the Court of Chancery’s incorrect reasoning with respect to the “irreparable harm” requirement of Section 226… It ignored longstanding jurisprudence requiring a demonstration of imminent insolvency or loss of revenue, and instead accepted the Court of Chancery’s expansive proposition that irreparable harm may be deemed to encompass severely diminished employee morale, client skepticism, and failure to benefit from proposed acquisitions.”   “Second, the court improperly affirmed the Court of Chancery’s massive grant of custodial authority in that it did not consider less intrusive alternatives and ordered a sale despite shareholder objections—an unprecedented judicial act.”   “The court summarily accepted a custodial sale as the only means of appropriate relief, without considering that its equitable power—though significantly broad—may have some limit.”  

    For anyone who truly doesn’t understand the ramifications of this case, please see this link:   http://digitalcommons.law.umaryland.edu/cgi/viewcontent.cgi?article=3796&context=mlr  

Maryland Law Review 

Shawe v. Elting: The Imperfect Sale of TransPerfect Global, Inc.

by Sarah M. Samaha

INTRODUCTION

In Shawe v. Elting, 1 the Delaware Supreme Court held that the Court of Chancery properly exercised its equitable powers under Delaware’s custodian statute when, upon finding the presence of shareholder and director deadlock, it appointed a custodian to sell a massively profitable corporation to a third party.

Phillip Shawe and Elizabeth Elting were the co-founders, co-CEOs, and the only two directors of TransPerfect Global, Inc. The closely held corporation was structured such that Shawe and Elting behaved as fifty-fifty owners of the company. In the absence of a written agreement governing the rights of stockholders, the personal and business relationships between Shawe and Elting devolved into irresolvable dysfunction, and the parties were left with no intra-corporate recourse.

In the litigation that ensued, the Court of Chancery found that the deadlock between Shawe and Elting satisfied the threshold requirements of Section 226 of the Delaware General Corporation Law and appointed a custodian to force a sale of the multi-million dollar corporation to a third party, despite Shawe’s objections.

The Delaware Supreme Court affirmed the decision, holding that the custodian statute’s grant of power was broad enough to authorize the Court of Chancery to issue such a remedy. The Delaware Supreme Court erred in two respects. First, the court affirmed the Court of Chancery’s expansive reasoning with respect to the “irreparable harm” requirement of Section 226. In doing so, it ignored longstanding jurisprudence requiring a demonstration of imminent insolvency or loss of revenue to the corporation in question, and instead accepted the Court of Chancery’s proposition that irreparable harm may encompass things like severely diminished employee morale, client skepticism, and failure to benefit from proposed acquisitions.

The court focused on this erroneous interpretation of irreparable harm expansively, despite the fact that custodianship was warranted regardless under Section 226. This Note argues that this nonessential dictum seems to have been used to illustrate some degree of proportionality between the alleged harm to the corporation and the extremity of the remedy ordered. Second, the court improperly affirmed the Court of Chancery’s grant of expansive custodial authority. Section 226 jurisprudence indicates the reluctance with which Delaware courts have ordered the intrusive custodianship remedy, and emphasizes the principle that a custodian’s authority should be as narrowly tailored as possible.

The court accepted a custodial sale as the only means of appropriate relief without first implementing viable alternative remedies. Further, in holding as it did, the court failed to recognize that the language and prior application of Section 226 does not provide stockholders with notice that a remedy as drastic as a forced sale of their company might occur, absent their consent.

(See link and/or attached story for more.) 

I would first like to thank my loyal readers for their continued and supportive feedback on my investigative journalism with respect to the TransPerfect case. It is a good feeling for this writer, having shed light on the many issues surrounding this amazing case over the past few years. I am very hopeful that the conversation will be steered toward future reforms that will prevent another successful company from ever having to go through the three-year government takeover that TransPerfect did.   Simply the thought that I and my readership may have played a small role in protecting and restoring Delaware’s business reputation, which is the main-driver of our beloved state’s economy, is very satisfying. When it has to do with the government (and courts are part of the government), the public has a right to know, and is one of the main reasons I began reporting on controversial and political issues as far back as 1998, and my subscriber base is now over 6,000 strong.   I’ll share some of your much-appreciated feedback in a future column. First though, justice prevailed in this case, for the employees — if indeed no one else. When I look back over the history of our country, I think back to when the US was originally created, when kings, or lords, could take property from one and grant it to another. The fight against that unbridled power is at the core of the Declaration of Independence. Our founders knew property rights were essential to freedom and prosperity.   Not to sound too preachy folks, but that is what was at stake in the TransPerfect case. Americans didn’t like that lords could take something from one and give it to another. It’s why we fought the British in the American Revolutionary War and became an independent country. Americans don’t want “equity court judges” to wield that same power that the British once did over us.   Delaware Court of Chancery Chancellor Andre Bouchard, orchestrated sanctions and merits, the likes of which have never been seen in American jurisprudence. So many unanswered questions here? Who benefitted? Few people understand what was really at stake in the Chancery decision to force a public sale of the company’s privately-owned shares — and now, unfortunately, this case has been cited as law along with 3 other cases nationwide involving corporation dissolution.   Shawe prevailed as he won the bid to buy the whole company; yet he had to pay a large premium, massive legal fees, and court-ordered billings to the Custodian. Former co-CEO Elizabeth Elting also fell victim to her corrupt lawyers. Sources at the company say that the settlement price of Shawe’s offer to Elting in 2013, when you factor in a percentage of gross sales over the next 5 years, would have put her price where she is now. So she lost $150 million to attorney fees, as did Shawe. Over $300 million wasted by Delaware elites that could have been used to expand the company and create more jobs.   In the end, for what? So many of our freedoms, that our founding-fathers intended, could be chipped away??    The Delaware governmental system has few checks and balances left, if indeed someone oversteps their power. This situation screams for serious reform! A system built on this type of adversarial process eventually ceases to work, when fear of the Chancellor, turns everyone into pals — cooperating and colluding, which is definitely the appearance of an impropriety by any reasonable standards. That is one of the important lessons I learned while following this case. It became obvious to me that we have a judicial system run by special-interest groups (like the Bar Association), which is too beholden to Bouchard, who is all-powerful, as he was appointed to a 12-year term. This situation screams for serious reform.    Folks, your feedback is really appreciated and I urge you to send me your opinions or thoughts on the TransPerfect Case that rocked the nation’s business world and Delaware’s credibility.   Thank you for your continued input.  Hoorah! After four-years, the TransPerfect legal battle has finally ended with co-founder Philip Shawe and his mother Shirley Shawe continuing to own and run this successful private company. After following every detail of this case, reading all available documents several times, and interviewing many employees, I feel I know what is right and wrong about this case. First, let us celebrate what is right: Philip Shawe, the manager and 49% owner who built the business, and who EVERY witness in the case testified in favor of, prevailed in his bid. He now owns 99% of the company. Additionally and importantly, my fellow senior citizen, Shirley Shawe, who was never accused of anything in this case and was being unconstitutionally forced to sell her 1%, was able to maintain her stake (However, I understand that she did lose her control premium in the process). I also understand the Shawes have pledged to keep the jobs where they are, and not offshore them. While there are many in Delaware who scoffed at my analysis, it was obviously correct that massive jobs were at risk, based on Bouchard’s decision to go to public auction, because the Custodian and the Court relied on this in their final rulings. Shawe was forced to bid against a private-equity backed competitor that would have cut or off-shored an estimated $50 million in U.S. jobs, according to my research. Simply put, Shawe was made to compete on an uneven playing field for the shares he already owned, and not bid their market value (or even his former business partner’s value), but instead had to outbid HIG-Lionbridge, which is known for job-offshoring. Shawe was competing with a company that would have cut jobs, raised prices, and in the end, TransPerfect would have been devastated. While the TransPerfect case never should have occurred, the bloated and outrageous expenses of nearly $300 million also should have never happened. This victory was righteous for Shawe, TransPerfect, and for thousands of employees worldwide. Delaware and the Chancery Court have been embarrassed by Bouchard’s method of operation, but ultimately, they got this case right. Could the same result have been achieved without years of litigation hanging over the company, and without hundreds of millions of unchecked dollars spent by court order? That is a question generations of law students will ponder in the future, but not today. The many unanswered questions about this TransPerfect case, and who truly benefited, can be left for another day. Today let’s celebrate. I say to Chancellor Bouchard and Custodian Pincus, I do not agree with how you got there, but I do applaud the end result because the employees and their families are safe in the hands of the man who built the company, Philip Shawe. Folks, read this industry trade article below from “Slator” which has devoted extensive coverage to this unprecedented decision throughout the case, and wraps up what everyone hopes is the final chapter clearly and concisely.

TransPerfect Sale Clears Final Hurdle by Florian Faes on May 4, 2018

 

One of the most acrimonious boardroom battles in recent American corporate history is over. On May 3, 2018, the Delaware Supreme Court affirmed the Court of Chancery’s final judgment to approve the sale of TransPerfect to co-founder (and now sole) CEO Phil Shawe.

For years, Shawe had been fighting for control of the company with co-founder and former co-CEO Liz Elting. In June 2016 a court in Delaware, where TransPerfect is incorporated, ruled that the company was to be sold in an auction process.

As reported earlier, the process that began with 97 potential participants ran four bidding rounds and ended with H.I.G. Capital, Lionbridge’s owner, and Phil Shawe, virtually neck-and-neck.

Elting made an attempt to team up with private equity group Blackstone but failed to put together a competitive bid. Eventually, Robert Pincus, the custodian in charge of the sale process, went with Shawe’s USD 770m offer, citing five factors that tipped the balance in Shawe’s favor. Shawe is buying all of Elting’s shares for USD 385m in cash, yielding her about USD 287m in after-tax net proceeds.

In a May 3, 2018 email to TransPerfect staff obtained by Slator, Pincus called the Supreme Court’s decision the “last major step in the process” and expects the sale to close on May 7, 2018.

“Personally, I feel both pleased and vindicated to have won the auction and to now be in a position to ensure that TransPerfect’s successful business model will be maintained into the foreseeable future,” Shawe said in an email statement to Slator. “However, at this time, I simply want to thank the TransPerfect staff; it is our team who deserves profuse praise for driving the company’s unparalleled performance.”

TransPerfect’s performance throughout the saga was indeed impressive. The company’s revenues grew from USD 401m when the battle began in 2013 to USD 549m in 2016. Even more remarkably, the company managed to grow by another 12% to USD 614.8m in 2017, a year that saw mass departures amid the company’s executive ranks and precious management attention absorbed by the legal case.

TransPerfect can now claim the bragging rights of being the world’s largest language service provider by revenue as per the Slator Language Service Provider Index (LSPI) released on May 3, 2018. Upon completion of the sale, TransPerfect will be released from its current M&A restrictions and is expected to return to the acquisition trail. Slator reached out to a spokesperson for Liz Elting but is yet to receive a response as of press time.

Update: In a press release published on May 7, 2017, TransPerfect said revenues in the first quarter 2018 grew nearly 16% to USD 154m vs. the first quarter 2017. The company also announced it was going to resume M&A and pursue strategic mergers and acquisitions (the legal battle meant TransPerfect has not completed a major acquisition for over 4 years).

Just when we thought the amazing, legal saga of the TransPerfect Global case was over, the seemingly money-obsessed “woe-is-me” plaintiff, Elizabeth Elting is not only appealing Chancellor Bouchard’s recent 72 page decision to sell the company to Co-Founder Philip Shawe, but she has also started a new multi-million dollar lawsuit in Delaware’s Chancery Court. According to my sources at the company, instead of taking her $385 million dollar pay-day she was never entitled to in the first place, Elting and her attorney, Kevin Shannon of Potter Anderson, have chosen to bite the hand that has fed them millions, by accusing both the Chancellor and the Custodian of abusing their discretion. And why? Hold onto your seats… it’s for not selling TransPerfect to its largest competitor HIG-Lionbridge, which bid less, and which has a vast history of shipping U.S. jobs to China and India?!?   What’s most interesting here is, after winning practically every aspect of her case including a failed interim appeal to the Delaware Supreme Court by defendant Philip Shawe (Strine vs. Dershowitz I), Elting is now unhappy with the very result she clearly sought in the first place and is appealing Bouchard’s decision to the Delaware Supreme Court. Why? Well, it’s not because she didn’t get the auction she asked for, as she got everything she asked for, but it seems it’s because it was her partner and ex-fiance, Shawe, who bid the highest and won the auction. The twists and turns in this case are astonishing, yet true.   Please see the article below by Tom McParlan of “Delaware Business Court Insider.” McParlan also notes that it appears the watchful eyes of the legal and business communities worldwide will be robbed of Strine vs. Dershowitz II, as the Delaware Supreme Court may choose to decide this appeal without seeing the parties or their attorneys in court.   Interestingly, here’s what Chancellor Bouchard had to say in his decision: “Elting never put together a bid approaching what Shawe was willing to pay for the company,” he wrote last month. Bouchard also defended the auction result, “the Custodian deftly and firmly handled a challenging assignment to create a competitive dynamic that maximized the value of Elting’s shares while simultaneously preserving the Company as a going concern to the fullest extent possible.” He also refuted Kevin Shannon’s endless four-year fairytale that his client was, yet again, a victim, by saying “Elting forged her own path.”   Elting gets a boatload of money, the maximum possible, with no jobs lost as the company is being sold, yet she’s somehow unhappy with Bouchard’s decision. The employees were right all along to be worried about their jobs, but they are safe for now, or so it seems!   Even though she’s due to receive $385 million, she’s not happy with the auction result and the decision to affirm it, and now she appealed?! Huh?! She claims Custodian Pincus could have sold the company to HIG-Lionbridge and she could have made more shekels, while putting potentially thousands out of work. As much as I’m critic of the Chancellor, I give him credit for realizing Elting has used the court system enough already, pulling this ‘Delaware Gravy Train’ case feeding an entire ecosystem of lawyers and consultants into the station, and finally looking out for the 4,000 employees and their families.   According to Chancellor Bouchard, if he is affirmed, then Elizabeth Elting will receive $385 million ($287 million dollars after taxes), Shawe will get the company, and employees will enjoy job security for the first time in years. And yet, she objects?! Appeals?! AND starts a new lawsuit?! Custodian Pincus said that Shawe’s bid was highest, had the least strings attached, had the greatest chance to close, and was the safest for the employees. Boo-hoo Ms. Elting. Our heart bleeds for you now that you’ll have more money than you deserve !   Folks, the amount of money spent on this case is now approaching $250 million, it has blackened Delaware’s eye, and no purpose is served by continuing it other than paying a king’s ransom to army blood-sucking lawyers and consultants.  For once, I find myself on the same side of an issue as Chancellor Bouchard, who emphatically wrote in his legal decision that he hopes, “all concerned can move on with their lives.”   Please read the article below from “Delaware Business Court Insider” by Tom McParland which explains in detail what is happening. As always your comments are welcome and appreciated.      

Del. Supreme Court Eyes April Decision in TransPerfect Appeal

  The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting’s challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company’s board. By Tom McParland | Feb 28, 2018 The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting’s challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company’s board. In a two-page order, Chief Judge Leo E. Strine Jr. granted Elting’s motion to expedite her appeal, after Chancellor Andre G. Bouchard earlier this month approved the $770 million sale of the profitable translation-services company to co-founder and CEO Philip R. Shawe.   Fast-tracked briefing is scheduled to begin March 7, with a final decision expected the following month. “The matter will be scheduled for decision by the court on the basis of the briefs on April 18, 2018,” Strine wrote. Elting’s appeal could finally mark the end to nearly four years of tumultuous litigation over the company that Elting and Shawe launched from a college dorm room in 1992. Elting prevailed in her bid to have the company sold amid intractable deadlock stemming from deep personal rifts between its two founders. But she was handed a bitter defeat on Feb. 15, when Bouchard approved a court-appointed custodian’s plan to sell her 50 percent stake to Shawe following a modified auction.   Elting had tried to unravel the agreement and force Robert B. Pincus, the custodian in charge of the sale, back to the negotiating table. She argued that Shawe’s conduct throughout the case had compromised Pincus’ impartiality and caused him to ignore a better offer from an outside party. Bouchard, however, said there was no merit to the claims, and he noted the irony in Elting’s opposition to the result of an auction that she had requested in the first place. “The undercurrent of her opposition reflects an apparent, deep-seated frustration with the fact that the winner of the auction was Shawe—who Elting has battled for years and who seems to engage in litigation as a way of life,” Bouchard wrote in a 70-page memorandum opinion. “But Shawe also is the person Elting chose to go into business with when she formed the company and, as much as Elting might wish it were otherwise, Shawe was a core part of TransPerfect’s operative reality when Elting asked that the company be sold.” According to the ruling, Elting is expected to receive $287 million in net proceeds after taxes in the deal. Elting filed her appeal to the Supreme Court on Feb. 21. Shawe did not oppose Elting’s request for expedited proceedings, but asked for an even shorter timeline, citing an already substantial delay between Pincus’ recommendation on Dec. 1 to Bouchard’s ruling more than two months later. Shawe said there was still work to be done before the deal’s June 30 closing date, and he emphasized that the “continued uncertainty of this nearly four-year-old litigation is taking its toll on [TransPerfect], which needs to be relieved as soon as possible.” On Tuesday, Strine accepted Elting’s proposed schedule, giving Shawe two weeks to answer her opening brief. Elting’s final round of briefing is due April 4, according to the order. An attorney for Elting did not return a call seeking comment on Wednesday, and Shawe’s spokesman did not immediately provide comment on the appeal process. The case, on appeal, is captioned Elting v. Shawe.
 Whoops, not so fast Robert Pincus, the Bouchard-crony and former law partner who Delaware’s Chancellor Andre Bouchard appointed to be Custodian of this profitable company, TransPerfect Global — in the wake of erroneously forcing its sale to the highest bidder — may not work out as planned. A Georgia Court has ordered that an employee’s lawsuit — demanding that the company and Ms. Elting issue the shares he was promised — should move forward, and that TransPerfect Global should be added as a party in the lawsuit. If the company is forced to keep its promise, and issue his corporate stock share, this would give SVP Kevin Obarski not only the share he was promised in order to work, but also the power to break any log-jams from Bouchard’s alleged “deadlock”. Could this change the direction of TransPerfect’s future, and take it out of the hands of Bouchard’s cronies, and back into the hands of an employee who built it? Who is more deserving… the SVP of Sales, or Bouchard’s biking buddy, Robert Pincus, from Sadden Arps? Being one of the most heartfelt, born and raised, patriotic, former Lewes, Delaware men on this planet, it pains me to say this, but justice simply cannot be found in our state’s Chancery Court any longer. Thank goodness these people only control Delaware’s Chancery Court and it doesn’t bleed into any other states! The incestuous noose of corporate fleecing, irregular and biased rulings, and a plethora of what I and many others perceive as suspicious and improprietous activities by Delaware’s judicial Bonnie and Clyde (Bouchard and Strine) are indeed coming home to roost in this amazing case. The company is in disarray because the employees want no part of what they view as Bouchard’s and Pincus’s rigged auction toward Lionbridge — their largest competitor. Indeed, many TransPerfect employees have reported to me that the auction is a sham — and the only meetings the Custodian’s consultant, Joel Mostrom, even attends, are for the Lionbridge executives. Lionbridge is a well-known outsourcer of Amercian jobs, and I will personally call the President, the U.S. Attorney General, and the FBI if Bouchard’s profiteering cronies eliminate 4,000 jobs from this successful American company to line their own pockets. Conflicts of all kinds abound in this absurd case within and without, both past and present. The connections between the Judges, the Plaintiff’s lawyers, and the Custodian are so far reaching it boggles the mind. The apparent and seeming collusion between law firms in their legal representation of the parties, pirating of intellectual properties, ex-parte communications, paranoid and dictatorial rulings by the custodian, violation of civil rights, top executives resigning (one wrote in his letter of resignation a clear expose of Pincus’ possible nefarious activities) are raising eyebrows throughout the state of Delaware. The billing and ordered payment by Chancellor Bouchard of $25 million dollars in undocumented and unexplained fees from TransPerfect’s coffers by Pincus is unbelievable. It is incessant corruption in my opinion with Chancellor Andre Bouchard at the center of it all. I find it very interesting that both Pincus and Elting use the exact same phrasing when addressing the recent departures — they have a “deep bench” of talent… from Pincus’ quote in the “Crain’s New York” article, and Elting’s quote from the “Slator” article. This is clear evidence of collusion, if anymore was needed. Co-CEO Liz Elting emailed to Slator that “the recent departures of these few technology employees represent a very positive, not negative, development at TransPerfect, as I have long regarded each of them as underperformers. We have a deep bench of extremely talented and dedicated employees in our technology department who are more than capable of continuing to build on our success. There will now be more opportunities for each of them. In addition, we will soon be making some very exciting leadership announcements in our technology department, which will help take TransPerfect to a billion dollars in revenue and beyond.” Meanwhile Custodian Robert Pincus is going ahead with the sale. He said, according to “Slator”, in a phone call “the business is strong due to the strong entrepreneurial culture of the employees. We are supplementing and enhancing the management of the technology group in a manner that will help facilitate continuity pending the consummation of the sale. Efforts to confuse, delay, and deter the sales process have accelerated as we get closer to a culmination of the sale process.” Well folks there are now a bunch of legitimate flies in the ointment and these avaricious actors may not get what they want. Heck, some of them might even go to jail if what I suspect could be proven? Follow the money! Please see the article below, urge your legislators to stop these obscene, monetary commissions that Bouchard’s cronies stand to gain from “auctioning” off this company to its largest competitor, disgorge their ill-gotten fees, and save TransPerfect.  Legislative investigations in both the Delaware House and Senate would be appropriate and are necessary. However, I won’t hold my breath.  

EQUITY IN TRANSPERFECT IN DOUBT AS GEORGIA COURT RULES IN FAVOR OF TRANSPERFECT EMPLOYEE

FOR IMMEDIATE RELEASE Monday, November 6, 2017

EQUITY IN TRANSPERFECT IN DOUBT AS GEORGIA COURT RULES IN FAVOR OF TRANSPERFECT EMPLOYEE

Delaware custodian purportedly will still take bids for sale of TransPerfect even as court joins TransPerfect into the employee’s case for equity shares in the company. Employee contends his equity owed is the swing vote on alleged deadlock, and thus carries enormous value.

Dover, Delaware (November 6, 2017) – Georgia courts grant procedural ruling moving TransPerfect employee’s case for equity in the company forward. The plaintiff, Kevin Obarski, serves as Senior Vice President at TransPerfect’s Atlanta office where he negotiated and executed contracts for the company. Obarski was promised ownership in the company through equity shares for his success in building revenue. The Georgia court granted joinder, which will allow TransPerfect and Elting to be added as defendants in Obarski’s lawsuit against the company to acquire his promised shares.

The decision in favor of TransPerfect employee, Kevin Obarski, coincides with the due date for bidders to send their offers for TransPerfect to Delaware’s court-appointed custodian this week. The custodian is aware of the favorable ruling that adds doubt to the equity in TransPerfect, but there have been no signs of slowing the sale. “We continue to urge Delaware legislators to rein in the reckless actions of the court-appointed custodian. Pincus is charging forward even as state courts across the country shed doubt upon the basis of the Delaware court ruling,” said Miranda Wessinger, President of Citizens for a Pro-Business Delaware. “Other states have consistently ruled in favor of TransPerfect employees and against the volatile allegations of co-CEO Liz Elting. Citizens for a Pro-Business Delaware will not stop fighting for job security for more than 4,000 TransPerfect employees here in the United States.”

Citizens for a Pro-Business Delaware is a group made up of more than 2,200 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.

 In my educated opinion, after over a year of intense research on the TransPerfect case, it is not only the very suspicious and biased decisions from Chancellor Bouchard of the Delaware Chancery Court at issue, but the highly unusual conduct of his Court-appointed Custodian, Skadden attorney Robert Pincus which, in my opinion, leads to the only logical conclusion that a conspiracy, based on greed and inbred corruption, is at work in Delaware. What a shame that the glorious reputation of our tiny, but first state of Delaware, will have it’s national reputation smeared and destroyed by a small group of selfish attorneys, judges and investment bankers. As the saying goes, when something feels so wrong, follow the money (please see this New York Court document):    I spoke with several TransPerfect employees about why they left recently, and here’s a big reason that is not easy to explain: The auction they have been forced to participate in by Chancellor Bouchard, as a management team, as it turns out, is believed by many employees to be a sham.  First, it is filled with conflicts of interest. TransPerfect’s main competitor, Lionbridge is a company with a deep history of eliminating U.S. and Western European jobs to send them offshore (TransPerfect has most of its jobs in America, Lionbridge has 6% of its jobs in the good-ole US of A). Lionbridge is owned by the private equity firm, HIG. Credit Suisse is the investment bank allegedly running a fair auction, but therein lies the rub. HIG also happens to be a client of BOTH Skadden Arps and Credit Suisse (CS). Is Bouchard’s apparent and possible Ponzi scheme starting to come into view for you now? It becomes clearer to me everyday. It’s like the Uranium One scandal, but on steroids — with U.S. jobs being the victim instead of our national security. Here’s my opinion: It gets shadier and shadier… Credit Suisse owns the risky Lionbridge debt, who as they say in the industry, was a “dog with fleas” and it seems the only way CS can get this risky debt paid back to them is by steering the fair auction away from Shawe, and toward their other client HIG. If HIG can buy out its biggest rival and eliminate the competition, “HIG-owned Lionbridge”, will be in a much better position to pay Credit Suisse back its debt; otherwise it cannot. Ahhh… but this onion still has more layers to be peeled. Equally disturbing is that the Custodian, Bob Pincus, works for Skadden; and Skadden (Bouchard and Judge Strine’s old firm) are attorneys for both CS and HIG!!! How can the Chancery let all these people that work together, seemingly scratch each others backs to get richer and richer. Only in Delaware folks, can such blatant and gregarious corruption be tolerated and allow to exist. Think about it: Why would the Custodian choose CS to run the auction when CS just months ago advised and raised money for HIG’s purchase of TransPerfect’s #1 competitor, Lionbridge?? It stinks to high heaven!!! Further, in my opinion, Bob Pincus and Skadden should immediately cease their role as Custodians, because, as attorneys to both Credit Suisse and HIG, they are anything but neutral; in fact, they owe CS and HIG a duty of undivided loyalty — so how can Skadden run a fair auction and pick a fair winner? I guess the answer is always the same…. only in Delaware. Let’s not forget that back in August of 2015, Chancellor Bouchard ordered the sale of a thriving profitable company for the first time in the history of Delaware to help Co-CEO Elizabeth Elting get a better price for her shares, indeed that the market was not willing to bear. Most importantly, he said that the sale should be conducted with the intention of maintaining the company as a going concern. Well Chancellor Bouchard, below is an article about all the defections at TransPerfect and the loss of the entire C-level suite and senior technology team, since you handed down your unprecedented order. Is this what you meant by keeping the company going- “as a going concern??” What you can’t tell from reading the public material that I will tell you from talking to the staff, is that no meetings are taken seriously or attended by Credit Suisse big wigs or by the Alvarez & Marsal consultants except for…? You guessed it, the HIG-Lionbridge meetings. The other meetings are attended only by CS neophytes. These employees are honorable, and they have fought to keep this company afloat while the custodian Bob Pincus, Skadden Arrps and his army of consultants looted over $25 million from TransPerfect with Skadden billing $1 million last month alone. The same employees who have continued to hold this great company together and raise the revenues every year for TransPerfect have been abused by the court and the custodian for sure. Only they know from attending the auction meetings that HIG-Lionbridge is the Chancery’s pre-determined winner — and the vast majority of them will get their jobs shipped overseas, thanks to the crooked Delaware court system — I don’t blame them at all for leaving on their own terms. I promised you folks, I would uncover the dirt, but I had no idea how deep this ditch would go. This plot is still thickening and I will keep digging until I find out what I suspect is the truth: I believe this whole thing is rigged: the $150 million no-witness trial, the unprecedented result and the “auction” remedy. I feel the money trail will lead straight back to the Delaware elite. I hope Bouchard and his cronies are listening and robes or not, no one gets a pass in my column. This is not the News Journal, where you can get coverage stopped with a well-placed phone call. I’m here for you, my readers, and this investigative journalist will not stop fighting until justice prevails.    
 

TransPerfect Hit By Senior Departures as Sale Imminent

by Florian Faes, Slator, October 25, 2017   More than three years of litigation about the future of TransPerfect is beginning to take its toll. Over the past two weeks, three senior TransPerfect technology executives have resigned, citing among other reasons the uncertainty created by the court-ordered forced sales process. Chief Technology Officer (CTO), Mark Hagerty, left the company after more than 15 years with TransPerfect. Chief Information Officer, Yu-Kai Ng, who joined 12 years ago, left shortly thereafter. Keith Brazil, a senior member of Hagerty’s technology team, then resigned on October 23, 2017 after nearly 18 years with the company. In his 6-page letter of resignation, obtained by Slator and addressed to Robert Pincus, the court-appointed custodian in charge of the TransPerfect sale, former CTO Hagerty explains that when he joined the company, TransPerfect “had no technology at all, it licensed Trados and SDLX and products from competitors.” Hagerty says that he initiated the development of and initially personally coded TransPerfect’s translation management systems (TMS) GlobalLink Content Director and GlobalLink Project Director, which he says are “the cornerstone of the entire TransPerfect production operation.” According to the letter, TransPerfect’s website proxy localization solution GlobalLink OneLink generated USD 31m in licensing revenue over the past six years. GlobalLink Project Director, meanwhile, generated USD 40m in licensing revenue over the same period. This would make it one of the top TMS globally if considered as a stand-alone product. Hagerty expressed his frustration at Custodian Robert Pincus in detail. His reasons for leaving include concerns about the legality of transferring WordFast source code to an attorney at Pincus’ law firm Skadden, despite a letter of indemnity from Pincus. The future of Wordfast has emerged as a contentious issue in the sale process. Hagerty also expressed anxiety over the release of his W-2 information in a data theft, which he alleged was due to the untrained accounting staff at Alvarez and Marsal, the firm appointed by Pincus to run TransPerfect’s accounting department. Hagerty also wondered why he had not received a pay rise for two years and questioned his future role in the company post sale. Sale is Imminent Slator reached out to Co-CEOs Phil Shawe and Liz Elting, as well as to custodian Robert Pincus for their comment on these departures. Shawe said “Speaking personally, the senior technology team that decided to leave were tremendous assets to TransPerfect. If the court-appointed custodian would allow me to address the concerns that they expressed, I would be happy to attempt to re-open a dialogue in the spirit of retention. In any case, their contributions were tangibly responsible for our success in technology, and much of our success as a company. They will be sorely missed.” Co-CEO Liz Elting emailed to Slator that “the recent departures of these few technology employees represent a very positive, not negative, development at TransPerfect, as I have long regarded each of them as underperformers. We have a deep bench of extremely talented and dedicated employees in our technology department who are more than capable of continuing to build on our success. There will now be more opportunities for each of them. In addition, we will soon be making some very exciting leadership announcements in our technology department, which will help take TransPerfect to a billion dollars in revenue and beyond.” Meanwhile Custodian Robert Pincus is proceeding with the sale. He told Slator in a phone call that “the business is strong due to the strong entrepreneurial culture of the employees. We are supplementing and enhancing the management of the technology group in a manner that will help facilitate continuity pending the consummation of the sale. Efforts to confuse, delay, and deter the sales process have accelerated as we get closer to a culmination of the sale process.” According to sources Slator has spoken to, the sale process has entered its final round and a winner will be selected in the next 30 to 60 days. However, before the closing either one of the Co-CEOs could still take further legal action and challenge how the sale process was run or how the winning bid was selected.  
  Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett Open to see all my articles on TransPerfect caseDelaware’s economy is in crisis. For over a year now, I have been screaming from the rooftops about a dangerous situation that could push this mess into a statewide economic abyss affecting every person in Delaware. This is of course, the result of Delaware’s Chancellor Andre Bouchard transforming our cherished and once revered institution, Delaware’s Chancery Court, into what I and countless others, now equate to a third-world Kangaroo Court, where decisions with massive implications for thousands of victims are made capriciously and arbitrarily. Indeed, with 4,000 employees and offices in 30 countries all affected, the damage to Delaware from Bouchard’s whimsical decisions in the TransPerfect case, has now come home to roost.   Over 1/3 of Delaware’s income comes from companies choosing to incorporate here. Bouchard’s questionable, legal actions have contributed to Delaware’s drastic drop from #1 to #11 in a business confidence survey by the U.S. Chamber of Commerce. The catalyst for the downward spiral? You guessed it: “Judicial Impartiality of Courts” — Bouchard’s TransPerfect decision took us from #2 to #15 in this critical catagory, and no one is willing to take him on — except for yours truly. I will take him on until I see these TransPerfect families safe, and Delaware’s economy resurrected from this crisis.   Famous constitutional scholar and law professor Alan Dershowitz has now come out with guns blazing on the right side of this issue. Before this, Dershowitz has been quoted publicly as saying: “Anyone who advises their client to incorporate in Delaware is tantamount to business malpractice.” Think it could not get any worse? Think again! See the article below released yesterday in Forbes! We’re not talking about the Delaware News Journal now, we’re talking national coverage of Delaware’s local disgrace.   Court corruption is a problem as I see it. Another thing that spurs me to action is the apparent disregard by many establishment legislators to understand their job is to make laws that protect and help people and businesses that respect separation of powers, and provide for the checks and balances required by the Constitution. “Absolute power corrupts absolutely” and the Chancery Court’s Chief Chancellor, Andre Bouchard, is just too powerful and too rogue to be the answer for a state in an extreme economic crisis. SB-53, sponsored by Senator Colin Bonini, is part of the answer, and should have been passed in this last legislative session. Once this rigged auction process takes place, and these American jobs are lost forever, I predict the Delaware economy will be in irreparable ruin, as corporations cease incorporating here. Then, all these legislators can do is look back and say: “Sorry, we should have acted with the leadership our constituents expected, when they voted ‘us’ in as lawmakers.”   Certain Republican Senators who should have been 100% behind Bonini are blinded by the illegitimate status quo in Delaware. These people are jaded beyond redemption, are without vision, and absolutely need to be replaced.        
   

Should Your Company Incorporate In Delaware?  Not so Fast

    GUEST POST WRITTEN BY Alan M. Dershowitz Alan DershowitzAlan M. Dershowitz is Felix Frankfurter Professor of Law, Emeritus, at Harvard Law School. He represents Shirley Shawe.       Delaware’s sophisticated courts have made it a mecca for incorporation. But a recent ruling could set a dangerous precedent. (Photo credit: Shutterstock)   American corporations count on securing justice in Delaware. Two-thirds of all publicly-traded U.S. companies, including more than 60% of the Fortune 500, are incorporated in the First State. Delaware’s famously sophisticated courts are prized for giving corporations and their shareholders maximum flexibility and predictability.   However, a recent ruling by the Delaware Chancery Court, upheld on appeal by the Delaware Supreme Court, could set a new and dangerously disruptive precedent that corporate America ought to view with concern. Bear in mind that Delaware decisions have worldwide implications, as well, since nearly all major U.S.-based corporations sell products, run offices and employ people internationally.   For the first time ever, the Court of Chancery, the no-jury “business court,” has ordered the forced sale of a privately-held, thriving corporation over the strenuous objections of shareholders who own half of the company.   The company in question is TransPerfect Global (TPG), parent of the world’s second largest provider of translation and related technical services, with 2016 revenues of $545 million and pretax profits of approximately $80 million.   Philip Shawe and Elizabeth Elting co-founded the business in 1992 when, both in their 20s, they were romantically involved and shared a dorm room at New York University’s Stern School of Business. Working as co-CEOs, they built TransPerfect into an enterprise with 4,000 full-time employees and a network of more than 20,000 translators, editors and proofreaders working in 170 languages.   Ms. Elting owns 50% of TPG’s 100 shares. Mr. Shawe owns 49 shares and his mother, Shirley Shawe, owns one share. Unfortunately, the co-founders now no longer get along. Their disagreement over the TransPerfect business is what landed them in Delaware Chancery Court, which has not solved the problem, but exacerbated it. Delaware’s mishandling of the case has cost the company more than $150 million in court costs and litigation expenses and mounting. Remarkably, through these three years of legal turmoil, TransPerfect has continued to set new records for sales and earnings. The company has logged an astonishing 97 consecutive quarters of profitability and 25 straight years of growth.   I was retained by Shirley Shawe to argue that this forced sale is an unconstitutional “taking” of private property for a non-public purpose.   In the meantime, the Delaware court cannot seem to wait until the case is finally decided – it is currently in federal court and on its way to the U.S. Supreme Court. Under the court-appointed custodian, auction bids have already been solicited and submitted. Notwithstanding employee protests and outrage, the custodian has plowed ahead, hoping to render the result a fait accompli, without regard to new circumstances and new opportunities to resolve the case. The forced sale is a death sentence on a thriving company; we are seeking a stay of execution.   I will save most of our constitutional points for the courtroom. I note only that neither court could point to any public purpose that would result from the forced sale of a vibrantly successful company. Property takings, to pass constitutional muster, must serve a public good. Delaware’s unprecedented actions in the TransPerfect case do not even make a gesture in that direction.   The court ruled instead that the Shawes and Ms. Elting were “hopelessly deadlocked”; if the current situation were allowed to continue, it would jeopardize the viability of the company. This, despite the company’s impressive record of achieving 97 consecutive quarters of profitable growth – a trend that would likely continue in the absence of the court ordered sale.   The Chancery Court’s articulated twin goals – to “protect TransPerfect’s employees” and “to provide maximum return to the stockholders” – are at odds with its rulings. The company runs on a zero-debt basis and reinvests most of its profits in the business. This is a formula for growth, job creation, and innovation, though not for maximizing shareholder value in the short term. An auction winner – most probably a private equity firm – would be unlikely to take the same approach. Its goal would be to cash out within a few years rather than continue building something over decades. Its ability to outbid the Shawes would rely on cutting costs by sending American jobs offshore.   TransPerfect’s clean balance sheet is a perfect launching pad for a leveraged buyout (LBO), in which the investor puts down as little as possible of the purchase price and borrows the rest. The way to cover the resulting debt service is to slash payroll and benefits by replacing as many of the 2,300 salaried America jobs as possible with workers in low-cost foreign locations. This would erode the company’s reputation and competitive position over time. But in the Wall Street LBO universe, the goal of private equity firms is to manage the business in order to “flip” it in a few years so as to maximize short-term profits.   Mr. Shawe has proposed two common-sense ways of ending the dispute while preserving the long-term interests of employees and the company: He and his mother have put forward a settlement offer of $300 million for their 50 percent stake and given Ms. Elting the option to either buy the Shawes’ shares or sell them hers at that price. Ms. Elting rejected the offer.   More recently, Mr. Shawe turned the offer around, suggesting that Ms. Elting name her price and let Mr. Shawe decide whether to buy or sell. Ms. Elting has not responded to that offer. Mr. Shawe’s buy/sell option is simple, transparent, and fair. Alas, Delaware thinks it knows better. If Ms. Elting wants to cash out, the Chancery Court has said “it would be unjust to leave [her] with no recourse but to sell her 50-percent interest” to the Shawes. Forcing the Shawes into an auction, the court concluded, is the only way to provide Ms. Elting with “a fair price for her shares.”   That fair price, in the court’s view, is one based on selling the entire company, with a premium for control that wouldn’t be there if only 50 percent were on the market. Ms. Elting never negotiated for that premium and isn’t entitled to it. What comes through in the Chancery Court’s order and the Delaware Supreme Court’s decision upholding it is that a maximum return for one shareholder trumps other shareholders’ private property rights, regardless of the ultimate implications for the corporation and its employees.     The ruling in Shawe v. Elting leaves a huge question mark over Delaware’s supremacy as America’s capital of incorporation. Unless this situation is remedied by legislation, corporations will have to think twice about where they should incorporate, if they want predictability, fairness and justice.  Alan M. Dershowitz is Felix Frankfurter Professor of Law, Emeritus, at Harvard Law School and represents Shirley Shawe in this case. Follow Dershowitz on Twitter @AlanDersh and on Facebook @AlanMDershowitz.  
  Please note new e-mail address, [email protected]   Please note new Twitter account, https://twitter.com/Judson_Bennett  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]
Please note new Twitter account, https://twitter.com/Judson_Bennett
This is a reprint of what appeared in RespVblica in 2017 When Respvblica launched, we said we would be reporting what others do not, in a manner that demonstrates truth — but not one version of it, the facts as they are. Dr. Ablow was first to report on the poor mental state of the Vegas shooter; Edwin Black has shown Hillel as few others have; Ben Poser has been exposing media services for banning anyone on the right with an opinion, such as Jamie Glazov and Anni Cyrus; and even pieces about shady business and legal precedents — like the case of TransPerfect, which is in front of the Delaware Chancery court right now. It is on this case that we need to focus for a moment because so few in the media are willing to tackle it. The main problem is that media, lawyers, and lawmakers in Delaware must face the fact that their vaunted Chancery court, which is now losing steam nationally in the business arenas, is seriously compromised; compromised by cronyism, opportunistic attorneys, and poor choices. Whether it is the incompetence of Chief Justice Leo Strine, with Harvard Professor Alan Dershowitz calling him a “judicial tyrant,” or the tenacious choices of Delaware’s Chancellor Andre Bouchard (who Strine has overturned on several occasions this year alone) that have seen his own personal friend, Skadden Arps lawyer Robert Pincus, installed as custodian over the 25-year-old translation firm, TransPerfect Global. Pincus, in his mandate to sell the company, which could be deemed an unconstitutional taking, has spent more than $20 million dollars already on his own fees and those of his consultants in just about one and half years. Chancellor Bouchard unilaterally approves these bills without question. Pincus’ job is to garner the maximum valuation for the company but is also making sure that he and his consultants are paid loftily for it. This is all with the backdrop of the fact that there are two CEOs: One who wants to keep the company and one who wants to sell for maximum value and exit. The one who wants to continue running and owning the firm, Philip Shawe, has made numerous offers to his partner Elizabeth Elting. Meanwhile, she continues to insist that any outcome should see Shawe lose his company. The Chancellor has sided with Elting on almost every aspect of this, allowing her to get in court the exit strategy that she never bargained for when she and Shawe became business partners. Chancellor Bouchard likely sees and knows that Eliting has been using the courts, but, like the massive billings of his friend Pincus, he just rubber stamps it. From talking to the people who hang around the rotary and golf clubs, local speculation in Delaware among the elites is that the Chancellor is in so deep now, he cannot reverse or back out, so he just continues down his road to perdition; taking Delaware’s business climate down with him. Already — as a result of the high-maintenance cost of Robert Pincus and his management, accounting and financial consultants — employee healthcare and retirement benefits have been reduced and salaries have remained stagnant. Respvblica would not consider those issues out of the ordinary if a company was failing, but here TransPerfect is not failing; its performance is outstanding. The high cost of the legal battles and the $20M+ now exhausted from the firm on essentially thoughtlessness and gluttony, have stagnated the staff. The thinking of Pincus, however, is likely to be that once he sells the company, the bulk of the employees will be thinned out and outsourced, so forward consideration for the teams responsible for growing the firm in tumultuous times is not relevant to him. Apparently, neither is software piracy. A big red flag for engineers and developers. A lawsuit recently filed, which has been sliding under the radar, alleges that TransPerfect’s custodian has taken to pirating programming code for a platform called Wordfast. Reading up on this, any interested media would see that this program Wordfast, which is an essential part of the workings of Transperfect’s operations, is not actually owned by TransPerfect. This should ring alarm bells among the Silicon Valley crowd, and the tech startups in Austin, Boston, and even Raleigh, N.C., because many of these firms and budding startups incorporate in Delaware. This suggests that if the Chancery Court is involved, your hard work and copyrighted assets can be taken from you. Robert Pincus recently began paying attention to this software as he has learned it could be vital to the worth of the company he was tapped to sell. In a nutshell, Wordfast LLC, is owned by the same people who own TransPerfect: Elting and Shawe. Wordfast is the backbone of TransPerfect, but the program is leased, not owned, by TransPerfect. The Chancery’s decision to force the sale of this company under the strong protests of two of its shareholders and one of its Co-CEOs, applies to TransPerfect Global, not Wordfast LLC. As potential buyers are studying this company for acquisition, they may be weighing the price without Wordfast included — not as valuable as some have believed. So, Pincus, in trying to maximize the value according to his mandate, is trying to find a way around the software. TransPerfect’s chief technology officer resigned this week under duress. In his resignation letter, he wrote to Robert Pincus:
Despite my complete cooperation with (Redacted), 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 personally copied the files onto a secure drive, working late into the night, and hand delivered them to (Redacted) in his office… 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. Mark Hagerty, Former CTO of TransPerfect Translations International, Inc.
Saturday, Yves Champollion, the CEO and President of Wordfast LLC, and the engineer who created the program, filed a copyright infringement suit in a New York State Supreme Court against TransPerfect and its custodian. Thoughts about the actual initial case aside, if one argues eminent domain is correct in the Delaware Chancery’s decision to forcibly sell the TransPerfect away from its owners, can the same be said for pirating software from a wholly separate company to improve value for the other? This is a litmus test for the Chancery Court. Tech firms, budding engineers, and smart people with great ideas heading to market should know what is at stake in Delaware.The TransPerfect saga has just taken a new twist, as the original plaintiff Elizabeth Elting, who through nefarious cronyism, which included her lawyer and the Delaware Chancellor, in the most controversial and biased corporate case in US history, was able to prevail, unjustly in my opinion, in the Delaware Courts (Chancery and Delaware Supreme Court). However, in New York where equity, justice, and the law are still alive and breathing, there is a different story brewing. Apparently when falsehoods are instituted in a court of law and damage is done to the harmed recipient (in this case Philip Shawe); and when it appears the Delaware Chancery case (where Elting had no witnesses) rested on Elting’s attorneys repeating these lies, fraud, and fallacious accusations as evidence has now been decided wrongly, you just can’t say, “Whoops, we now withdraw these offensive claims in the interest of judicial expediency!” As a matter of interest, I was told by an attorney friend, if Elting’s lawyers were aware of the falsehood of these filed claims, they could be disbarred. Indeed the stench I have smelled from the beginning is not emanating only from Bouchard, but also from the Elting camp, and her lawyers might have stepped in it in New York!   From my view, it also appears that Elizabeth Elting’s mental history could now come into question and be public record for all to see, considering her probable, false claims of emotional distress. Objectively, this writer and investigative reporter has to consider Elting’s claims and method of operation as to her unfounded attacks on Philip Shawe, her unreasonable positions, her refusal to settle amicably, and her captured-on-tape misrepresentations to the Delaware Courts and the New York Court as reprehensible. One must ask why has Chancellor Bouchard and his Custodian, Robert Pincus from the law firm of Skadden Arps, become an accomplice in her witness-less case? When something makes no sense, one must follow the dollars, and in this case, my opinion is that the money-trail will go all the way to the tailpipe of Bouchard’s Bentley!   In my view, If indeed justice is served, Philip Shawe should be vindicated and the Delaware decision will eventually be reversed and corrected. Her attorney makes malicious accusations, that in my opinion, a judge could only believe if he were in cahoots, and boom: The damage is done. Now that Bouchard relied on all those false stories, and in New York, she’s basically saying: “Well, I didn’t mean it, I can’t prove any of it, so now, I want to withdraw all my claims.” It’s outrageous.   Please read the fascinating piece in which Shawe’s New York attorney discusses the case. Stay tuned folks, this case is incessant in its fluidity and yours truly is going to be on top of it until justice is done.   As always your comments are welcome.   Sincerely Yours,   JUDSON Bennett-Coastal Network  

Philip Shawe’s Attorney Discusses Transperfect Co-CEO Liz Elting And Legal Team Seeking Permission From The Court To Discontinue All Offensive Claims Against Co-CEO Shawe in New York Supreme Court

NEWS PROVIDED BY

The Edelsteins, Faegenburg+Brown,llp

 

Oct 09, 2017, 17:40 ET

NEW YORK, Oct. 9, 2017 /PRNewswire/ — After three years of contentious litigation, numerous motions and unyielding delay tactics, TransPerfect Co-CEO Elizabeth Elting and her Legal Team consisting of Kramer Levin, Paul Weiss and Gerald Lefcourt are now asking New York Supreme Court Judge, Debra James, to discontinue Elting’s claims against Co-CEO Philip Shawe. This comes after the judge made a recent determination that the exchange of discovery would proceed in the New York Tort case.

Shawe’s attorney Glenn Faegenburg of The Edelsteins, Faegenburg & Brown LLP said, “Elting’s legal team should not be permitted to unilaterally discontinue claims they have already presented and aggressively litigated in New York County Supreme Court, in order to avoid providing discovery regarding those claims.”

“Among Elting’s frivolous claims against Shawe, that she and her legal team now want to drop, are false allegations of defamation, assault and intentional infliction of emotional distress,” Faegenburg continued. “Absent the Court’s permission to withdraw their claims, discovery supporting Shawe’s contention that Elting and her legal team filed a false defamation action against Shawe they knew was untrue will likely be uncovered.”

Faegenburg said, “We believe that the false defamation countersuit is the product of a scheme by Elting, in concert with her advisors, to manufacture false claims against Shawe, and that many of those schemes are memorialized in Elting’s emails. If their motion to discontinue Elting’s counterclaims is denied, emails regarding these schemes may be required to be turned over to Shawe as part of the discovery proceedings in the New York Tort action.”

“Now that Elting and her team know that the discovery process may, in fact, reveal nefarious planning on their part, she is seeking to petition the Court to ‘take-back’ the claims she previously swore to and fiercely litigated,” Faegenburg said.”Notably, this same tactic was used in the Delaware case where Elting withdrew over 250 allegations from her complaint the day before an expedited trial was to begin. In that case Shawe alleged that Elting and her lawyers had fraudulently manufactured deadlock to convince the Chancellor to put the company up for sale,” Faegenburg added.

The court’s edict also subjects Ms. Elting’s mental and psychological history to the scrutiny of the Court. Elting and her attorneys know that by claiming physical, emotional, and psychological damages, Shawe will be entitled to copies of her medical records including mental health records. In light of the Court’s recent ruling to permit the discovery process to proceed, Elting’s only hope of keeping her personal records from being revealed to the court and to the public is to ask the Court for permission to withdraw the claims that she herself intentionally made against Shawe.

“My time is important. Mr. Shawe’s time is important. Elting and her lawyers have wasted our collective time litigating non-meritorious claims against Shawe for years. What really disturbs me is that the only reason they are backing out now is because they don’t want the discovery process to expose that they used an e-mail that I myself wrote in an effort to protect both parties, as a basis to file a knowingly false defamation claim against my client,” Faegenburg said. “Now, they want to just snap their fingers and make their prior misdeeds magically vanish without repercussion!”

Faegenburg said, “We find it laughable and preposterous that Elting and her legal team are now claiming in their motion papers that they want to ‘streamline and simplify the litigation, and to bring it to an expeditious conclusion.’ If that was their desire why did they bring and litigate these unsupported and false claims for years in the first place. The truth is that, this time, their plan is not playing out the way they wanted it to; now they are running for cover. We can only hope that the court sanctions them accordingly.

SOURCE The Edelsteins, Faegenburg & Brown LLP

              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.  
Please note new e-mail address [email protected]
Delaware judiciary rating plunge self-inflicted, says Alan Dershowitz

Delaware judiciary rating plunge self-inflicted, says Alan Dershowitz

   My e-mail network, “The Coastal Network” reaches 6,000 people. It involves Republicans, Democrats, Independents, Conservatives, Moderates, and Liberals. I receive countless responses from my recipients. I believe, although controversial at times, my opinions are respected for the most part and certainly have influenced votes and perceptions in the past.
    This TransPerfect travesty of justice within our judiciary has created quite a stir amongst many Delawareans who are frustrated, concerned and angry. A good 90% of my network has responded to me with comments that indicate their concern over the actions of Chancellor Andre Bouchard, and the detrimental situation it has created for Delaware. Many remarks also involve the Legislature and the actions it has taken and not taken as well.
     Here below are some of the comments I have received concerning the TransPerfect Court Case. Housewives, Business people, Lawyers, Doctors, Mechanics, Sales People, and folks from all walks of life have responded accordingly — back and forth on blogs as well. I have removed their last names to protect their identities.
 

From Dave:
Thanks Judson. I have forwarded this and your previous commentary to my State Senator, Dave Lawson, who has responded. Some Senators have been calling the alarm about our “out of control Judges.”
In my opinion, Chief Justice Leo Strine should resign and the governor should elevate Justice Jimmy Vaughn to Chief Justice. Vaughn was previously qualified for the position. Randy Holland withdrew his name from consideration and has retired.We need a major change and shakeup in the judiciary management of Delaware.
Maybe you should suggest in your updates on TransPerfect, they be forwarded to each recipient’s State Senator and provide the 21 email addresses?

From Scott:
Judson, If we can’t trust the Courts to adjudicate fairly and equitably, what have we got. I own several businesses, all incorporated in Delaware. Bouchard is bad for business and the TransPerfect case is a legal abomination. Shame on the Delaware Legislature for not enacting Senate bill 53.

From Lawyer Bob:
Judson, I enjoy your e-mails. This TransPerfect Case is amazing from my perspective. As an attorney, I find it hard to believe that Chancellor Bouchard has conducted this case the way he did. I also find it disconcerting that Strine’s Supreme Court upheld it. I read Justice Karen Vallihura’s dissenting opinion and I agree with her. She is right on target. I believe that the U.S. Supreme Court will over-turn this ruling and Shawe will be vindicated. Depends on whether or not the Court will hear the case. With Alan Dershowitz involved, there is a good chance it could get to the Supreme Court. The Custodian thing with Robert Pincus is really something. I wonder if Shawe is taking legal action on that situation? Definitely seems that he has a case on that rip off. $1450 per hour is mighty steep for that kind of work. Please keep my real name confidential. Take care my man, BOB

From Rick: 
The only thing Delaware has going for it as an incorporation venue is a fair and unbiased Court of Chancery. Other states, particularly Nevada, are actively trying to wrest incorporation “business” away from Delaware. This ruling may well influence future corporate decisions.
By “future corporate decisions,” I mean newly formed companies incorporating in Delaware. The primary reason so many businesses incorporate in Delaware is the Court of Chancery being fair to big business — not prejudiced in favor of- but fair.

From Corinnia:
With Delaware no longer # 1, Looks like Amazon won’t be coming here.

From Don:
The real issue here it that there is no Inspector General in Delaware to oversee these obvious acts of cronyism or corruption, by the courts or legal system, let alone the law enforcement agencies of Delaware.
The case you state here is a prima facia case of cronyism and corruption of the court system. Of course all judges are appointed in Delaware not elected. This alone makes the difference you’re talking about here in this article.
Good to hear from you again JUDSON!

From Rick B:
Jud,
I know, and you’re right. I read every email you send out.
This is a big blow, and the Governor is definitely concerned about this right now like never before. So is every lawyer in Delaware, and every registered agent.This news just dropped today.Delaware has been #1 every year since this survey began and it’s “all of a sudden” #11 this year.

From Delaware Lawyer:
The accusation of cronyism… The senior Delaware lawyers on both sides (Kevin Shannon and Greg Williams) both represented defendants in the Disney litigation. Both of them recently appeared on panels with Chancellor Bouchard: Shannon at Tulane, and Williams at Penn.

From Mary:
Judson, Please keep up the good work. Your articles and research on TransPerfect are so informative. I believe Bouchard should be impeached. Our system of government is not supposed to work this way.

From Viper:
What are the least trust worthy occupations among public opinion?
1) lawyers
2) politicians
3) salesmen
No wonder the general public distrusts the government and legal system when most elected officials are either one or all three of the above!
Question is,then why are we electing any of the above three career people when they are the reason our government is so dysfunctional?

From Gerald:
The TransPerfect case is important for Delaware. The evidence for cronyism and judicial misconduct here sounds beyond compelling, and likely warrants investigation.
1) If Chancellor Bouchard really handed the case to his friend, Kevin Shannon, when Shannon called ZERO fact witnesses vs. 10 fact witnesses on the other side (as is being blogged about), then both Andre Bouchard and Kevin Shannon must be made to find another line of work for the integrity of our legal system.
2) If Chancellor Bouchard really found for Kevin Shannon on virtually ALL motions for nearly two years, then again, Bouchard is guilty of bias and favoritism, and there’s simply no place for this type of conduct in our justice system.
Scrutiny of this unprecedented ruling will surely increase over time. I’m looking forward to seeing more research, and getting the answers to the many questions raised by the TransPerfect case.

From Kathy:
In the TransPerfect case: The court-ordered dissolution and sale of a private, profitable company is the culmination of a series of unprecedented rulings in Elting’s favor by Chief Chancellor Andre Bouchard. The rulings were all at the request of Elting’s attorney Kevin Shannon, who also happens to be Bouchard’s personal friend. These unprecedented decisions, combined with Bouchard turning a blind-eye to obvious fraud by the Elting team (see link below), raise questions too large to ignore about what is really going on here.
Click Here

From John, retired Marine Colonel:
Can’t say that you didn’t tell them, Jud !
You knew (… and truly the legislature knew as well) that politics and cronyism from the bench would sooner or later bite-Delaware-in-the-ass. As you so well described, the unconscionable way the TransPerfect case was adjudicated was indeed the linchpin in the dethroning of Delaware from ranking as the nation’s top business litigation state.
For shame that it all unfolded as a sham in Chancery Court while everyone (from top-to-bottom) sat by the sidelines with their proverbial wine goblets in hand amused by the flames that burned the heretofore best business litigation court right out of contention.
At the outset of the TransPerfect party you “flicked on the lights”, but no one yelled “surprise” !!!…and the only present that was left, was Delaware’s smoldering reputation.
Sad and despicable…
(a non-attributable commentary)

From John D.:
Judson – Here is another article I just found and translated using a Google app. I’ll send another email with the original Spanish version.
Click Here

From Joseph:
Philip Shawe is really getting screwed here. Bouchard never should have gotten the job in the first place. The conflicts of interest, the bias, the cronyism, and the obvious corruption in the whole system is disgraceful. Bouchard should be disbarred and locked up. The do nothing legislators that have ruined Delaware also need to be replaced.

From James:
The appearances of impropriety whether Bouchard is or is not guilty of corruption in this case are inexcusable. He should have recused himself. The actions of Robert Pincus, the Custodian are unbelievable. There is no way this guy can get away with this. I am appalled!!!!

From Sally:
Hi Jud, Thank you for the outstanding job you are doing in exposing this travesty of justice to the people of Delaware. I appreciate your e-mails and look forward to receiving them. Judge Bouchard should be disbarred and removed from the bench. It sure looks like the fix was in. I am concerned that if the businesses and corporations flee Delaware because of his obvious poor decisions, our taxes will go sky high. Keep up the good work. I have enjoyed your articles over the years.
Well folks, there you have it — a cross section of the feelings of the people in Delaware who read my e-mails. There are hundreds more who have responded to me on this TransPerfect issue with extreme interest and great concern. I believe that Delaware is losing its credibility as a safe place to incorporate. The “Small Wonder” is no longer so wonderful. The state is flat broke and if something is not done legislatively to fix these problems, it will only get worse with rampant unemployment and huge income taxes. I urge you to contact your State Senators and State Representatives and tell them how you feel.

Respectfully submitted,
JUDSON Bennett-Coastal Network
Please note new e-mail address, [email protected]
Please note new Twitter account, https://twitter.com/Judson_Bennett
The picture below says it all!  In the Barcelona newspaper, the picture of court appointed custodian Robert Pincus in the TransPerfect Global case surrounded by his money is an indication of the rip off of the century! Robert Pincus, according to my information, with the absolute approval of Chancellor Andre Bouchard, has apparently charged exorbitant and unnecessary fees to the complete detriment of this successful company and its employees. Pincus and his buddies are literally becoming multi-millionaires at TransPerfect’s expense. This is a legal bilking to profit friends of the Judge. In reality, I believe it is intrinsically criminal and Chancellor Bouchard is responsible. There needs to be a criminal investigation by the Attorney General of the State of Delaware or perhaps the FBI ! Please read below what a mockery of our state has been made around the world:    

The forced sale of TransPerfect has cost the company $ 20 million in lawyers

A US association claims that several companies are enriched by the conflict while 4,000 workers fear for their jobs

CARLES BALLFUGÓ 14.09.2017 11:35 h     Delaware Supreme Court Judge André Bouchard’s decision to order the forced sale of the Transperfect translation multinational  has cost the company more than $ 20 million to hire a variety of law firms , investment companies and specialized entities in mergers and acquisitions. According to a piece of advertising by the Citizens for a Pro-Business Delaware’s association (CPBD) published on full page in various media, a dozen signatures would be enriching themselves with the shareholder conflict that the company lives.
  The advertising piece which has had access Global Chronicle also notes that Robert Pincus, a lawyer partner at law firm Skadden and custodian (judicial administrator) of  Transperfect , would be getting a salary of $ 1,425 an hour, about 1,200 euros, for overseeing the controversial sale force of the company.

HAZARD JOBS

Through this action, the association CPBD wanted to point out that while several companies invoice huge amounts of money to the company under Pincus, the 4,000 employees of the company worldwide, 500 of them in the operating center of Barcelona , continue fearing for their jobs if the forced sale of the multinational of translations is finally executed . A few months ago, Delaware Supreme Court Judge Andre Bouchard ordered the company’s forced sale to resolve the stakeholder conflict between the company’s co-founders, former Liz Elting and Phil Shawe, whose relationship is more deteriorated than ever and their positions in regard to the company, the antipodes of each other.

WITHOUT PRECEDENTS

The forced sale of a successful private company is an unprecedented move in United States history and its precursors, Judge André Bouchard and attorney Robert Pincus, may be breaking the legal limits,according to experts familiar with the case. The purchase of Transperfect by a private equity fund would entail relocation and dismissal, as has already happened with the company Lionbridge, Transperfect’s largest competitor globally, which relocated the centers of Spain and France and destroyed thousands of jobs.
  The forced sale of TransPerfect has cost the company $20 million in lawyers      Paranoia reigns in the mind of the Delaware Chancery Court-appointed Custodian, Robert Pincus. He is seeking — through a Court order — to find out who is leaking information that shows just how insidious his administration of TransPerfect Global actually is!   In my opinion, Custodian Pincus is using a false premise to go after employees because he’s embarrassed by Skadden Arps’ outrageous fees being made public, and things being said about him in the news. He’s a court-appointed receiver folks — his bills should be public. The way Bouchard is letting Pincus hide his bills in darkness is similar to what he did for his old friend, Elting’s attorney Kevin Shannon at Potter Anderson — making TransPerfect and/or Philip Shawe pay legal bills with no ability to challenge the reasonableness of the fees. His fees should be public. Instead, Pincus is conducting a witch-hunt for employees, which is exactly what he promised employees he wouldn’t do.   Plus, Pincus has not made good on his promise to let employees bid for their company. And, my sources say the custodian could stymie the quarterly press release, which has been a stellar publication, quarter over quarter, for years now. Folks, there is only one way I see this, Pincus is dirty, and he’s trying to mask the truth by silencing employees and sealing everything possible under a court order, with the nefarious help from his former business partner and crony of the Delaware Chancery Court, Chancellor Andre Bouchard (who adjudicated the most heinous and inequitable decision in U.S. business history). Pincus’ rate of $1,425 per hour is three times the rate of most court-appointed receivers. Bouchard has managed to let his buddy fleece TransPerfect out of millions of dollars.   It is the opinion of this writer that Pincus has illegitimately taken advantage of his position. Why should this Custodian be allowed to get rich off the back of this prosperous company and its employees who have helped build the company to what it is? And then not allow them to bid on ownership of the company in order to save their jobs? I’m hearing speculation from employees that Lionbridge (a competitor) could very well buy the company and possibly outsource many American jobs. Employees should not be silenced by the courts in stating the truth. This is America! And, as disappointing as it may be to Bouchard and Pincus, Free Speech is guaranteed by the Constitution.   Please read the article below from “Delaware Business Now” about this sensational saga, that is now before a New York Court where hopefully some real justice might transpire in contrast to the Kangaroo Chancery Court in Delaware!   I am going to beat this drum until justice is served and these wrongs are righted. Read below folks.   Sincerely Yours,   JUDSON Bennett-Coastal Network      
 

Custodian seeks info on employee ‘leakers’ in disputed TransPerfect sales effort

 By Delaware Business Now – August 25, 2017   The battle over the sale of translation service TransPerfect now extends to the public relations effort from an employee group.   Tusk Strategies and Chris Coffey of Citizens for a Pro-Business Delaware have asked a New York court to quash the nonparty subpoenas and for a protective order.   The custodian working to effect a sale of the company claims leaks from employees are hampering the process of selling the company.   “The Subpoenas that Petitioners challenge are designed to chill civil discourse on a matter of public importance,” Chris Coffey stated. “This court-ordered sale is unprecedented. It is the first time a Delaware court has forced the sale of an ongoing and profitable Delaware company without stockholders’ consent. The forced sale has potentially significant implications for the future of TransPerfect’s employees’ jobs.”   Coffey continued, “Throughout the sale process, Citizens has tried to draw attention to its members’ concerns about the sale process and its implications. To that end, in late July 2017, Citizens ran (1) a press release referencing concerns that one potential bidder might move their jobs offshore, and (2) another press release and advertisement that listed the fees charged by the Custodian and the many advisors he has hired to assist him in selling the company, collectively totaling more than $20 million over an 18-month period. In response to these two press releases and advertisement by Citizens, the Custodian claims he needs to identify any TransPerfect employees who allegedly disclosed this information – notwithstanding that much of this information was already public.”   Coffey concluded, “The Subpoenas are vastly overbroad and duplicative, and they are nothing more than an attempt to cause ‘unreasonable annoyance, expense, embarrassment, disadvantage, or other prejudice’ to Tusk and Coffey – and, by association, Citizens — as a consequence for the assistance they provided to TransPerfect employees and Delaware citizens in voicing their concerns regarding the Delaware court’s unprecedented actions.”   Citizens for a Pro-Business Delaware has been running advertisements and issuing press releases opposing the sales process.   Citizens has drawn the ire of the custodian, members of the corporate bar and some legislators for its advertisements and press releases that indicate the dispute will harm the state’s incorporation business, a key source of tax and fee revenues.   The sale process comes after co-owners Philip Shawe and Elizabeth Elting have been unable to come up with an agreement to sell the company.
    Judson Bennett   Please note new e-mail address, [email protected]   Please note new Twitter account, https://twitter.com/Judson_Bennett  
Below is an interesting overview of the TransPerfect Global case, adjudicated in the Delaware Court of Chancery by Andre Bouchard. What makes this article fascinating is that it was written by (Retired) Justice Melvin Schweitzer, the Judge who handled the case in New York Supreme Court, before the case went to Delaware and in front of Bouchard.  Before Justice Schweitzer hit the mandatory retirement age, he’d gutted Elting’s case and labeled it as “squabbles” — Then after losing in New York, Elting shopped the case to Delaware, where she found the Bouchard-Shannon duo… to turn “squabbles” into one of the most dangerous and controversial decisions in business-law history. Even more interesting is that Justice Schweitzer has been openly critical of Chancellor Bouchard’s handling of what was “his case” — and called the result “extreme” in an interview with the Delaware News Journal. According to sources close to the case, Justice Schweitzer was so moved by Delaware’s handling of the matter, that he agreed to judge a moot court scholarship contest for law students who entered a competition set up by TransPerfect co-CEO, Philip Shawe — offering hypothetical arguments of appeal before the United States Supreme Court, where this controversial case may indeed end up. A mock panel of Supreme Court Justices including Justice Schweitzer and Alan Dershowitz were among the panel members who determined the winners of the competition. This was an innovative and philanthropic idea by co-CEO Philip Shawe, who in my view has been unjustly damaged by Bouchard and the Delaware Chancery. Make no mistake, this is the greatest business injustice in Delaware, and possibly U.S. history as well.   In my opinion, the blood of every hard-working family left jobless, based on this unprecedented court intervention will be all over Bouchard’s hands. I pledge to profile each and every family for all of Delaware to see as to the significant massacre Chancellor Bouchard intends to create by his outrageous rulings. Perhaps in the near future they will be able to testify for his impeachment.  As always your comments are welcome. Sincerely Yours, JUDSON Bennett-Coastal Network CHECK OUT THE ARTICLE BELOW   For reference:   [youtube https://www.youtube.com/watch?v=wXEHyTA_8ck?ecver=1&w=560&h=315]  
Source: Law360

Possible Legal Precedents In TransPerfect Global

By Melvin Schweitzer August 2, 2017, 11:53 AM EDT     August 2, 2017, 11:53 AM EDT In 2015, the Delaware Chancery Court ordered the sale of the translation services company, TransPerfect Global, as part of resolving a dispute between the company’s largest shareholders, Phil Shawe, Shirley Shawe and Liz Elting. The Delaware Supreme Court earlier this year affirmed the Chancery Court decision with one of five justices dissenting. In the aftermath of the TransPerfect decision, much remains open regarding how much deference the Chancery Court should give to directors to resolve internal disputes, and when a directed sale is an appropriate remedy. The Delaware Chancery is considered the gold standard among corporations globally, and for that very reason, many find it hard to consider the possibility that the court could occasionally be wrong. This may be one of those cases. To bring attention to the issue, Philip Shawe began a scholarship competition among law school students to publicly explore the case as if it were being challenged at the U.S. Supreme Court level. The final oral arguments were heard on July 20 in Brooklyn before a panel of judges who also helped narrow the field of entry briefs to the final 10. Myself, retired Justice Carmen Ciparick, my former director of interns Joseph Hansen, and Harvard professor Alan Dershowitz served as the mock Supreme Court and we directed the moot court proceedings. Steven Hermosa, a recent graduate of the University of Florida, Levin School of Law, student turned in the top-scoring brief and had the best oral defense. TransPerfect was started in 1992 by two New York University business school classmates, Philip Shawe and Elizabeth Elting, while they were still in school. The privately held Delaware corporation has 100 shares outstanding, 50 owned by Elting, 49 owned by Shawe, and one share owned by Shawe’s mother, Shirley Shawe. Though the corporate charter provides for three directors, Elting and Shawe have served as the only directors since 2007, and have managed the company as two equal shareholders. Since 2012, despite the company’s successful performance for two decades, Shawe and Elting’s personal relationship deteriorated. Litigation between these principals ensued. The principal case was heard in the Delaware Court of Chancery, which ordered a sale of the profitable company. The Delaware Supreme Court affirmed the Court of Chancery, with one justice filing a lengthy dissent. This has now led to a federal court action by the Shawes, which raises alleged violations of the United States Constitution by Delaware’s courts and ultimately may reach the U.S. Supreme Court. The Delaware Court of Chancery has broad statutory powers to address corporate deadlocks that it deems detrimental to corporate shareholders, employees and the corporation itself. The Court of Chancery may appoint a “custodian” if the business of the corporation is suffering or threatened with irreparable injury or if required action by the board cannot be obtained. The purpose of such intervention is to protect the company, and the means used to achieve that goal are required to be tempered to be the least intrusive possible. Here, the Court of Chancery held a bench trial and found that both sides had engaged in “mutual hostaging.” Shawe, by not agreeing to large distributions demanded by Elting, and Elting remarkably exerted leverage over Shawe by refusing to exercise her fiduciary duty to act on important business decisions. The court found that the company’s business was threatened with irreparable harm even though it was extremely profitable. The court pointed to corporate morale, relationships with clients, and Elting’s refusal to agree on acquisitions. It appointed a custodian to be involved in managerial decision-making, but also to conduct an auction sale of the shares held by the Shawes and Elting. The Shawes remain unalterably opposed to selling their stock. The Delaware Supreme Court affirmed the Chancery Court’s decision and declined to hear the constitutional argument advanced by Shirley Shawe that a forced sale of her share violated the due process and takings clause of the Fifth and 14th Amendments. Accordingly, the Delaware Supreme Court did not consider the constitutional safeguard that provides, “No person shall be … deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation.” The principal “takings” argument is that Delaware defines stock ownership as personal property and that the forced sale over the Shawes’ objection deprives them of their rights to possess, use and dispose of their property as they see fit. Such sale is violative of the Constitution because it is for a nonpublic use, (i.e. breaking a deadlock is a decision of what is best for the corporation and its shareholders and employees collectively). Things like employee morale, customer uncertainty, and damage to the company’s reputation are private harms. No public purpose is involved. The U.S. Supreme Court has long recognized in cases involving real property/economically depressed areas (Kelo v. City of New London, 545 U.S. 469 [2005], Justice Anthony Kennedy concurring but urging that a legitimate public purpose be a fact-based test) and intangible property (Ruckelshaus v. Monsanto Co., 467 U.S. 986 [1984]), for example, that there must be a broad public benefit to sustain a taking. To be sure, the “public use clause” is not satisfied simply when one person’s property is taken for the benefit of another private person, even if compensation is paid. Delaware’s argument presumably is that the state’s broad statutory power to regulate the internal affairs of the corporations that it charters is a “public purpose,” and that if it has the right to dissolve companies and approve the transfer of stock in a merger, then its public purpose surely extends to ordering the sale of stock in a deadlock situation adversely affecting one its corporations. Shawe’s argument with respect to due process is that the Court of Chancery issued the sale order without proper notice. Due process is met where the state can show that a particular procedure bears the “sanction of settled usage.” Due process in any proceeding must be reasonably calculated to apprise parties about the legal remedies for a deprivation of property by the state. Here, the Shawes argue that the relevant provisions of the Delaware General Corporation Law failed to give the Shawes fair notice that the Chancery Court could exercise a power analogous to eminent domain in forcing them to sell their shares against their will. Eminent domain cases in Delaware are heard in a different court — the Superior Court. Also, Section 226 only speaks of liquidating a corporation’s affairs and distributing its assets. Nothing in the statute contemplates the seizure and sale of an individual’s stock. Finally, as the lengthy dissent in the Delaware Supreme Court noted, the parties could not point to a single case in the history of Section 226 jurisprudence where a court ordered a custodial sale of shares over a shareholder’s objection. Along these lines, the Shawes argue that they could not have reasonably known that their property was in jeopardy of such a manner. Delaware, though, would argue that its statutory scheme, which allows dissolution of companies and hostile mergers, puts all shareholders on notice of the Chancery Court’s broad power to affect corporations, including forcing a sale. Should the case reach the U.S. Supreme Court, the justices will have to weigh Delaware’s argument for its public-purpose “taking” against TransPerfect’s facts of shareholders in a highly profitable company being made to sell their shares because of corporate deadlock — even when the Chancery Court has less draconian remedies in its statute. As for due process, the justices will have to weigh Delaware’s argument that its broad corporate statutory powers amply put a litigant on notice that such a sale could have been reasonably anticipated as one of Chancery’s options, even though there is no express statutory provision authorizing such action and it has never been done before over the objections of a shareholder, as is the case here. Author’s note: Some of the facts and arguments discussed in this analysis are based on excerpts from the briefs that were submitted to The Philip R. Shawe Scholarship Competition. Melvin L. Schweitzer, now a counsel at Liddle & Robinson LLP, served 10 years on the New York state bench, including as acting Supreme Court justice (Commercial Division, Manhattan) handling complex commercial cases, and as a judge of the New York State Court of Claims. DISCLOSURE: The author is one of four judges for the The Philip R. Shawe Scholarship Competition, which is sponsored by one of the litigants in the case discussed and asked law school students to prepare the best argument for reversing the Delaware Chancery Court ruling.
 
Judson Bennett   Please note new e-mail address, [email protected]   Please note new Twitter account, https://twitter.com/Judson_Bennett
Below is a shocking and disturbing publication that was placed in the News Journal, on Thursday July 27th by the Citizens for Pro Business Delaware group. They are fighting the forced dissolution and sale of TransPerfect by Chancellor Andre Bouchard. My sources tell me the ad was also published in the New York Law Journal. Basically, this significant advertisement clearly lays out, for all to see, what looks to be the specific and outrageous billing orchestrated by the Court-appointed Custodian, Robert Pincus, who is Chancellor Andre Bouchard’s former business partner. According to my reliable research, these grotesque expenditures are unnecessary and seemingly for the profit of Robert Pincus, his law firm, and his buddies at the expense and detriment of TransPerfect Global and its employees. Without itemization these unchecked bills are lumped together and paid by Court Order from TransPerfect’s coffers with the approval of Chancellor Andre Bouchard. The bottom line is, if this can happen because of the arbitrary and biased decision by a rogue and inexperienced Chancellor, who through his seemingly nefarious actions is destroying the credibility of Delaware’s esteemed equity court — the Delaware Court of Chancery — by illegitimately giving his buddies a small fortune, Delaware will indeed, and in time, lose its incorporation bonanza and 1/3 of its income. Shame on these people! It is an outrage for the courts to allow — much less condone such unchecked fee gouging — backscratching and cronyism for what looks to be pillaging of the bank accounts of a successful company.  I again call upon lawmakers to stop what’s happening, require itemized bills to be filed, and force these firms to reduce their rates and stop this outrageous gouging! As always your comments are welcome, SEE the amazing advertisement below:  
Robert Pincus

While jeopardizing Delaware’s $1.4 billion incorporation industry, Custodian Robert Pincus and other high-powered firms are profiting on the backs of TransPerfect employees.

Chancellor Bouchard’s relationship with Kevin Shannon of Potter Anderson is extensive and well-documented.  My opinion is the TransPerfect case is worthy of Judicial Corruption and whatever those Philadelphia judges did recently to get hauled off by the Feds doesn’t hold a candle to what Bouchard has done.   Here’s my view of what I’ve witnessed:   ·         Bouchard and Shannon (of Potter Anderson) share a 20-year country-club friendship dating back to when they worked the same side of the Disney Ovitz $100 million severance case.

·         When Bouchard became a judge for the first time — right before the TransPerfect case — he had to give up his prestigious board seat at the St. Francis Hospital, and he picked his friend Kevin Shannon to take his vacant seat.   ·         Bouchard, in his first big case, sees Shannon’s name on the TransPerfect case. He assigns all the cases as Chief Chancellor and assigns Shannon’s case to himself so he can control the outcome, in my opinion. Isn’t that convenient folks? And, what a nice time to start paying back your friends!?!   ·         Bouchard’s bias shows, as he ridiculously rules in Kevin Shannon’s favor in two different aspects of the case, Merits and Sanctions.  For the first time in history, he orders the forced-sale of a stock-based private company in a zero-witness case, simply on the word of Kevin Shannon. Again, not one person testified for Elting at trial — they all testified for Shawe — yet she won in a landslide!   ·         TransPerfect is an industry leader with twice the profit margins and twice the growth rate of its closest competitor. It has grown from just 2 people in 1992. It never had a year without growth and never a year without a profit. It is one of American’s greatest, business success stories. The company is not dysfunctional in any way and the testimony Bouchard cited to prove this, was totally plucked out of context.   ·         In the sanctions motions, after being railroaded by Bouchard for years, (Shawe lost 90% of all of the 50%/50% motions), Shawe motioned the Court for a criminal jury trial to fight what I’m sure he views as Bouchard’s corruption. What 25-year successful businessman requests and volunteers to subject himself to criminal conviction at the whim of a jury, on his own free will?  None. This proves to me two things. 1) Shawe is innocent and the Sanctions are trumped-up by Bouchard. 2) Bouchard badly wanted to be judge, jury and executioner for this case for a reason – and his rulings have transfered a king’s ransom to Bouchard’s former law partners and other cronies. The numbers are astonishing, my friends! You would be outraged if it were you on the other side of Bouchard’s ruling! Believe me!   ·         Bob Pincus of Skadden Arps is billing $1,425 per hour as the Custodian/Receiver in Delaware… hiding his bills in lump-sum billings. Bouchard then approves them by Court Order, and then (employees have told me) Alvarez and Marsal, run over to the Accounting Department and waive a court-order in front of the poor check-cutter named Silvia – and scream they all need their bills paid immediately! Alvarez and Marsal (Pincus’ Court Appointed Consultants) demand payment for Skadden’s outrageous bills immediately with no review – and Pincus scratches their back the same way, with immediate bill approval and no detail required. This crazy operation is a grotesque and greed filled feeding frenzy that is breaking TransPerfect.  I encourage investigative reporters to call TransPerfect, ask for Silvia in accounting, and ask her about this chicanery.     ·         In my opinion, Philip Shawe was denied a fair trial by Chancellor Bouchard. Although there are not jury trials in the Court of Chancery, they are supposed to be conducted under similar rules. Basically, I see this biased Judge as saying, “I’ll make the decision to fine you $7 million myself, even though no one testified against you, because I don’t like you.”  He did not follow the law, in either the Merits or the Sanctions, which were all in favor of Mr. Shannon. Does Bouchard think the public are idiots?

·         There’s more:  During the decision phase of the trial, when a jury would have been sequestered during a jury trial, what do Bouchard and Shannon do?  They travel to New Orleans and make a public appearance together, co-paneling before law students at Tulane University. This is insane, folks! From this move alone Bouchard should have recused himself!  What judge does public speaking appearances with one-side’s lawyer, while the case is being decided??     ·         It gets worse, and to me, this is the clearest evidence of wrong-doing in the judiciary: Bouchard orders a third of Elting’s trial fees to be paid by Shawe, and all Elting’s attorneys had to do was show their itemized bills, and had to take deductions – for things like mediation time and working on Shirley Shawe’s case – except one person, who didn’t have to produce ANY bills, and got a FULL 100% reimbursement without having to show anything. Can you guess who?  That’s right: Kevin Shannon and Potter Anderson. He didn’t have to show his bills and Potter Anderson didn’t take a single deduction. In my view, this certainly looks to be an arrogant act by Bouchard to show such biased favoritism, with an unprecedented enrichment by Chancellor Andre Bouchard for Kevin Shannon and the law firm of Potter Anderson. It is truly the appearance of an impropriety. I say this whole thing should be turned over to the Attorney General, for investigation of both Bouchard and Shannon for possible corruption. The evidence couldn’t be any clearer.   ·         Bouchard’s decision to order the dissolution of TransPerfect is 8 pages long. It basically says that “ these guys don’t get along.” Therefore, Elting loses her offensive claims against Shawe. Shawe loses his claims against her “without getting to the merits” (my view is that this means that Shawe proved his case, but the judge is not going to rule for him anyway). And therefore, he is going to arbitrarily force an auction of this 3-owner company, because of a “Director Deadlock”.  And he is going to give Kevin Shannon and Elting the maximum payout humanly possible, so the case can never settle.   ·         I have read other op-eds that blame the parties in this case for not settling. The bottom line here is, not being able to settle this case through reasonable negotiations, is indeed a circumstance obviously created by Bouchard, not the involved litigants. When a Judge intentionally uses nuclear weapons (when a fly swatter will do), and rules heavily against one party – a case can never settle under any circumstances. The deck was obviously and completely stacked by the Chancellor and in my opinion this is criminal.   ·         To give you a simple example of why this is all Bouchard’s fault (or worse, in my view, is his calculated and engineered plan)… Imagine two parties fighting over dollars, Party A says B is owed 0, Party B says he’s owed $1,000,000. Each party only has a million. The judge says, B, I rule you get $5 milllion, and A I’ll try to ruin your reputation with 106 pages of lies.  B now has a ruling worth $5 million, but all their assets together are only worth $2 million. How can the case settle? What can A give B to settle? The answer is nothing. And this is the answer that makes the case never ending, and makes Bouchard’s inner-circle of cronies, rich at the expense of TransPerfect and Philip Shawe.     I urge the Delaware Lawmakers, the Delaware Bar, the Court of the Judiciary, the Attorney General… Someone must step in and stop the TransPerfect madness! Shawe, Elting, and TransPerfect don’t deserve Bouchard’s continued fleecing of the company – and neither does any future Delaware corporation. THIS GOES BEYOND JUST THIS CASE, IT AFFECTS FUTURE INCORPORATIONS IN DELAWARE WHICH IS 1/3 OF DELAWARE’S BUDGET !

I have read the whole transcript several times and interviewed many folks, here’s what is obvious:  Did the litigants each write mean emails? Yes. Does the staff hate Elting? Yes. Is Shawe a tough, but good manager? Yes, And he’s respected and loved by the staff.  By Bouchard’s new standard of dissolution… every corporation or partnership or law firm, where people fight on email or in the Board Room, could be taken over by a rogue Judge and auctioned off without notice or due process! It Is an illegitimate “TAKING” under the 5th amendment to the United States constitution.     There is a lot at stake here. Being an eternal optimist, I’d like to believe this $100 million dollars, Bouchard has already cost TransPerfect, and the next $100 million that his planned forced auction is going to cost — is all going to be paid back by the apparent bilkers. Think about it!!!  A Delaware company, which has deadlock because of an even number of directors, comes to court for a solution, and rather than order the parties to appoint a third director and expand the Board — TransPerfect is forced to pay 1/3 of its value to legal fees, to the Judge’s inner-circle and to court-ordered consulting, accounting and investment bank fees. This is absurdity and sets a dangerous precedent that will ultimately hurt the State of Delaware which is already in huge financial trouble.     In closing, I will share more of my personal views: Bouchard’s handling of the TransPerfect case is completely insane and preposterous. Bouchard should face an investigation and potential impeachment. Kevin Shannon, Elting’s lawyer and Bouchard’s buddy, should also face investigation and possible disbarment. But all of this takes a back seat to the immediate issue of ending the environment of employee-fear that the Court appointed, Custodian (Chancellor Bouchard’s former business partner) Bob Pincus’s Nazi-like occupation and fleecing of this American success story. TransPerfect is a business being ripped apart by a Chancery Court that was supposed to be designed to protect businesses. Instead, the Chancery Court is lost at sea to the detriment of the State of Delaware, based on the current Chief Chancellor Andre Bouchard’s complete lack of a moral compass necessary to properly guide it.

As always your comments are welcome.

Respectfully Submitted,

JUDSON Bennett-Coastal Network   Judson Bennett   Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett[wpvideo AXkW29HA] The case of TransPerfect and the decision in the Delaware Chancery Court was unprecedented, and is believed to have been wrought with conflicts of interest and questionable dealings. This recording is an example of the hypocrisy in the courtroom meted out by Philip Kaufman at Kramer Levin.Chancellor Bouchard is forever tarnishing the Delaware brand around the globe by his capricious, and in my opinion, illegal handling of the TransPerfect case. Bouchard’s “Implementation Order,” according to the Barcelona newspaper below, violates Spanish law. With a 25% unemployment rate in Spain, apparently any merger or acquisition of this magnitude inevitably results in the loss of jobs. Under Spanish law, before any merger or acquisition can be contemplated — much less thrusted into an auction process — an in-depth study is required on how it will affect the employees. And if this is the law for Spain, it would not surprise me if each and every European country where TransPerfect operates (about 20 countries) have similar laws.  Chancellor Bouchard, how do you say “I’m a Loco Gringo Judge” in Spanish?  If this Order does in fact break Spanish law, I will be shouting from the mountain-tops for your impeachment (and don’t say later that you weren’t on notice, because you are on my email list).   The Chancellor and his designated henchman, Custodian Bob Pincus have shown their real-world inexperience and naivety, and it is magnified ten-fold when dealing with the complex issue of global business and European employment law. How is it that a former Delaware River Pilot and former Lewes City Councilman like me can see that Delaware’s court system has fleeced this company out of $100 million, is destroying our state’s business-friendly reputation worldwide and threatens our entire economy while raising the dark shadow of possible corruption… and no one in Delaware seems to care?? I for one want to see the reputation of Delaware saved and restored to its former glory, and the negative publicity that Chancellor Bouchard is creating erased, as it is the greatest immediate threat to our already weak economy!! See the story I’m referring to here: http://www.aldia.cat/espanya/noticia-experts-afirmen-jutge-cas-transperfect-vulnera-seva-potestat-jurisdiccional-20170713125427.html  
Experts claim that the judge of the case violated his judicial power Transperfect Posted 13/07/2017 12:54:27 CET The group fears that a possible sale affecting their jobs BARCELONA, Jul 13. (AFP) – The judge of the Supreme Court of Delaware, André Bouchard, is in violation of the limits of its jurisdictional authority and violating rights to privacy and freedom of expression template Transperfect in Barcelona, ​​according to experts consulted next to the multinational translation and dubbing.   The operational center of Barcelona, ​​which has 500 employees, is the second largest company and is leading the creation of a European works council level, bringing together 26 centers for social dialogue interlocutor was against any change organizational occur before the conflict remain founders. Judicial sources have said that the “Implementation Order” he declared at the beginning of the conflict carries important implications not only for legal workers Transperfect United States, but especially for the operational center of Barcelona. This battery of legal measures would be out of power and influence Bouchard is an “overreach its powers”, say experts, recalling that Robert Pincus, judicial administrator appointed by Bouchard for this transition period would be acting as if “under the order issued by judge implementation, workers in Spain were under his supervision and order,” which is contrary to law. Under this tax, remember, Barcelona Transperfect workers are required to contribute to the risk of sanction the sale of the company and can not do evaluations, despite knowing the consequences it could have for the center of the Catalan capital. A few months ago, the Supreme Court of Delaware ordered the forced sale of Transperfect to resolve the conflict between the shareholders founders Elizabeth Elting and Phil Shawe. According to sources close to the most likely sale of a multinational private equity funds could lead to the relocation of Transperfect 90 centers worldwide and threatens 500 jobs in the company in Barcelona.
  Judson Bennett Please note new e-mail address, [email protected] Please note new Twitter account, https://twitter.com/Judson_Bennett

St. Francis-Gate

As you’ve been reading, I’ve been writing about what I see as obvious cronyism between Chancellor Bouchard and attorney Kevin Shannon of Potter Anderson here in the TransPerfect case in Delaware. The biased nature of Bouchard’s decisions through out the case are real and unquestionable. It’s not easy to dig up new information and I don’t exactly have the tools at my disposal that an investigative journalist a major media outlet has, but I have just learned about the most insidious tie I’ve learned of to date between Chancellor Bouchard and Shannon (the lead attorney for co-CEO Liz Elting of TransPerfect) that, of course, was never disclosed before trial. I call it “St. Francis-Gate.” Records have already shown Chancellor Bouchard, while in private practice, not only worked with Kevin Shannon on several matters over the years beyond the infamous Disney case. But perhaps most shockingly to me, Bouchard, when he was a senior officer on the Board of Directors at St. Francis Hospital, hand-picked Kevin Shannon for the prestigious Board seat vacancy that he left, when Bouchard had to give up his seat to become a judge. Let me tell you , this is breaking news, and it stinks. It is no coincidence that Kevin Shannon, who has been bestowed windfall after windfall by Bouchard from the Chancellor’s chair, was moved up to take Bouchard’s prestigious St. Francis board seat vacancy. The law is clear: Delaware’s Judicial Code of conduct requires that a judge is to disclose any potential conflicts of interest to the litigating parties including what could amount to the appearance of impropriety so that any of the parties can exercise their right to move for the judge’s recusal. This statute was designed to protect not only the litigants but the integrity of the judicial system in Delaware. Want more proof? Relationship Science is an independent site that tracks people with common business and social interests. Part of their slogan is: “We bring science to the art of business relationships.” Check out the science of Kevin Shannon.

Relationship Science

Relationship Science only connects Shannon to just 34 other people and, among his closest 34 personal connections, you guessed it, Chancellor Andre Bouchard: Let me take a small victory lap for uncovering St. Francis-Gate and the Bouchard-Shannon Board Seat, seemingly payola connection. I have been building reliable information sources in Delaware for over 50 years, and I want to thank them for providing me with vital leads to run down. I knew there was something wrong here, and the more I dig, the more it becomes painfully obvious that Bouchard’s agenda does not appear to be justice. Clearly Bouchard and Shannon have a long history of close connections together and in my learned and informed opinion, if we were in any other State but Delaware, this Chancellor never would have stayed on this case. The blatant disregard for ethics and corruption in Chancery is beyond belief, as I see it! Although now living in Palm Beach, I will always be a concerned Delaware citizen at heart. I am indeed concerned about the reputation of the Delaware Court System. This Chancellor, also as I see it, unethically did not disclose his friendship or former business connections with Shannon. He even made a public appearance with, and co-paneled together with Shannon, on a New Orleans legal boondoggle, during the decision stages of the litigation in the TransPerfect case last Spring.

Justice Leo Strine

So Leo Strine picks Bouchard to fill his Chancellor vacancy, in turn Bouchard picks Shannon to fill his St. Francis Board seat vacancy. According to various sources, Bouchard was socializing with both Shannon and Judge Leo Strine (who affirmed Bouchard and ran out Shawe’s attorney team clock at oral argument) at the Tulane legal boondoggle last year. By the way, I hear Kevin Shannon is not appearing on the Tulane panel for the first time in recent history, so this too could be tacit admission of his misdeeds last year? Bouchard never disclosed his relationship, hoping an investigative writer like me would not find it. Well I’ve been sniffing and I’m smelling smoke here. Then, predictably he proceeded to rule against Philip Shawe, although zero witnesses testified against him, in the most draconian rulings ever made in U.S. history. According to my sources, Bouchard did not allow email evidence on the company’s public server of a plot to manufacture deadlock by Elting and her attorneys, to be presented in Court. As seen below the Code of Judicial conduct is clear.

DELAWARE JUDGES’ CODE OF JUDICIAL CONDUCT 2008 CANON

1. A judge should uphold the integrity, independence and impartiality of the judiciary. RULE 1.1 Compliance with the Law. A judge should respect and comply with the law, including this Code of Judicial Conduct. Comment: Deference to the judgments and rulings of courts depends upon public confidence in the integrity and independence of judges. The integrity and independence of judges depends in turn upon their acting without fear or favor. Although judges should be independent, they should comply with the law, as well as the provisions of this Code. Public confidence in the impartiality of the judiciary is maintained by the adherence of each judge to this responsibility. Conversely, violation of this Code diminishes public confidence in the judiciary and thereby does injury to the system of government under Rule l RULE 1.2 Promoting Confidence in the Judiciary. (A) A judge should act at all times in a manner that promotes public confidence in the integrity and impartiality of the judiciary and should avoid impropriety and the appearance of impropriety in all activities. Comment: Public confidence in the judiciary is eroded by irresponsible or improper conduct by judges. A judge must avoid all impropriety and appearance of impropriety. A judge must expect to be the subject of constant public scrutiny. A judge must therefore accept restrictions that might be viewed as burdensome by the ordinary citizen, and should do so freely and willingly. The prohibition against behaving with impropriety or the appearance of impropriety applies to both the professional and personal conduct of a judge. Because it is not practicable to list all improper acts, the proscription is necessarily cast in general terms that extend to conduct by judges that is harmful, although not specifically mentioned in the Code. Actual improprieties under this standard include violations of law, court rules or other specific provisions of this Code. The test for appearance of impropriety is whether the conduct would create in reasonable minds, with knowledge of all the relevant circumstances, that a reasonable inquiry would disclose, a perception that the judge’s ability to carry out judicial responsibilities with integrity, impartiality and competence is impaired. In conducting such activities, the judge should act in a manner consistent with this Code. (B) An independent and honorable judiciary is indispensable to justice in our society. A judge should participate in establishing, maintaining and enforcing high standards of conduct, and should personally observe those standards, so that the integrity, independence and impartiality of the judiciary may be preserved.”
It’s time for the legislature to appoint a special commission to investigate this whole situation. It is clear to me that this case was poisoned for the Shawes before they even walked in the courtroom. This explains why Kramer Levin, Elitng’s primary counsel in New York chose as their Delaware counsel, Kevin Shannon since they had all served as co-counsel in the Disney case, one of the biggest cases in the history of Delaware and of course Bouchard was co-counsel as well. Delaware’s reputation was called into question this week by an article that came out on March 20 in The Wall Street Journal. The article, “Dole and Other Companies Sour on Delaware as Corporate Haven,” notes that Delaware’s business-friendly reputation is no longer justified. The last thing Delaware needs now is the Chief Chancellor being allowed to engage in unchecked judicial action which in my opinion can easily be construed as corruption. The judicial branch is the least democratic of all of our government, and a recent poll showed 70% of Delawareans disagree that the Court should have the power to force the sale of a profitable company. I again call upon the legislature to act. Stay tuned. Best regards, JUDSON Bennett Please note new e-mail address, [email protected]

Mother of TransPerfect Owner Offers King Solomon’s Solution

Folks, take a look at the story below and tell me that the TransPefect workers’ prayers have not been answered?! Now there is only one question to be answered, in my humble opinion. Will Chancellor Bouchard keep his hand in TransPerfect’s cookie jar? Will he continue to try to enrich his friends? Could there be a more apt platform to expose corruption? I have been telling you now for almost two years, I think Chancellor Bouchard is crooked as a $3 dollar bill, well now the true and ultimate test as to whether my controversial allegations are correct or not will be tested. YOU HEARD IT HERE FIRST: Rather than ending the case, I predict Bouchard will not allow Shirley Shawe to vote with Elting if indeed the Co-CEO agrees. I hope I’m wrong and Bouchard does the right thing and ends the litigation and removes the court from the affairs of a private company, but from what I’ve seen from this case so far, I just don’t see it happening. I truly hope I’m wrong here.  
Screenshot 2017-03-17_18-19-54  
If he does let justice prevail, that would cut off the gravy train of money flowing to his Delaware cronies. My prediction, and again, I hope I’m wrong, is that Delaware’s Chancellor Bouchard will not allow an easy solution to a problem he can continue to make complex, obscure $15 million in crony bills from the public, and milk this successful company for every last dime. In my opinion, I bet dollars to donuts that Bouchard and his court-appointed, apparent henchman – Bob Pincus, who is serving as the tie-breaker at TransPerfect between the CEOs for when they disagree, will find some twisted rationale for continuing to force the sale of TransPerfect. It would be a shame when there is an easy solution now. I observe, what I believe is the unethical fiber that drives Bouchard and I don’t see him allowing the case to settle. But when you think about it folks, now there is absolutely no reason to have a sale or more litigation. There is no longer a reason to force a sale of the thriving business that is TransPerfect, which brought in more than $500 million in revenue last year, even as this court case dragged on.   I see this dreaded and crony-money-making gravy train continuing. And if indeed it does, if this isn’t a sign of corruption, what is??!! The legislature and people of Delaware must stand up to Bouchard, and allow this peaceful and amicable solution offered by Shirley Shawe to go through. In my opinion, we cannot stand idly by and let our beloved state of Delaware appear any more corrupt — especially after the “The Center for Pubic Integrity”, which won the Pulitzer Prize in 2014, graded our state’s Judicial Integrity an “F” — we must take a very hard look at this “leader” of our court of “equity”.
Screenshot 2017-03-17_18-13-48
  This will prove it folks-one way or the other. Again, I hope I’m wrong and Chancellor Bouchard, does what is right here to save this company! Who knew it would not be the judge to invoke the wisdom of King Solomon to save the company, but it would come from the most unlikely source, a 1% shareholder. Shirley Shawe, a mother who is trying to fix what is broken here, will put the baby with the wrong parent — in order to see the Delaware Chancery saw it in half, and continually pillage it for millions each month. Kudos to Shirley Shawe for offering to put the company and it’s 4,000 workers first — even ahead of her son.  

Deadlock broken Court not needed

  Shirley Shawe made it clear she’s had enough of this bizarre fight. “This has gone on for too long,” she said. Folks, it will be interesting to see if 1) Elizabeth Elting accepts this amazing resolution offer by Shirley Shawe or will her apparent greed surpass the genuine and moral righteousness of the offer to keep this company from being sold to the detriment of 4000 employees? and 2) will Chancellor Bouchard deny it and allow the fleecing of TransPerfect to continue until the company is sold at auction? As always, your comments are welcome. Yours truly, JUDSON Bennett-Coastal Network   [contact-form][contact-field label=”Name” type=”name” required=”1″ /][contact-field label=”Email” type=”email” required=”1″ /][contact-field label=”Website” type=”url” /][contact-field label=”Comment” type=”textarea” required=”1″ /][/contact-form]
Dear Honorable House Speaker Pete Schwartzkopf, Honorable Senate President Dave McBride, Minority Leaders- Honorable Representative Dan Short and Honorable Senator Gary Simpson: I urge you to open bi-partisan, public, investigative hearings into alleged corruption in Delaware that according to “Transparency International” is rampant. Certain aspects of the State of Delaware have become a bedrock of corruption according to some in regard to the corporate registration system. Frankly, from my research in the TransPerfect case, I truly believe there were irregularities in the Court of Chancery and that Chancellor Andre Bouchard, whose decisions and allowances have apparently created a legal fleecing of this great company to the tune of $15 million dollars in one year, needs to be investigated as well. What secret arrangements might have been cut in the back rooms of the Delaware Justice system? Has Delaware become a haven for secret deals and unethical operations? Below is a quote from “Transparency International” which is shocking, but after my experience with the TransPerfect case and my thorough and complete observation of Chancellor Andre Bouchard’s method of operation, I believe anything is possible now. QUOTE FROM THE “TRANSPARENCY INTERNATIONAL” ARTICLE: “Normally, when one of our 50 states gets singled out by an international body of some consequence, you would hope it would be good news and something that the locals would brag about. But that’s not likely to be the case with Delaware’s recognition by “Transparency International” this month as one of the world’s best examples of “grand corruption.” The dubious distinction comes in recognition of the state’s “laissez faire”, corporate registration system, which critics say provides corporations, fraudsters and wealthy individuals secrecy and asset protection that puts it on a footing with notorious tax havens like the Cayman Islands.”

How Delaware became an American haven for “grand corruption”

Please click on the link below and consider the big picture for Delaware’s future based on these accusations. Again, I urge you to conduct hearings on all of this that include the TransPerfect case adjudicated by Chancellor Bouchard.  
Screenshot 2017-03-14_03-44-58
Respectfully Submitted, JUDSON Bennett-Coastal Network

WDEL radio host Rick Jansen speaks with Philip Shawe, the co-CEO of TransPerfect, on recent dangerous rulings by the Delaware Chancery Court.  Also joining the conversation, is State Senator Colin Bonini (R-DE).

A group of TransPerfect workers have spent nearly $300,000 on a new round of television commercials in an effort to change a law that could result in the company’s sale.

The new ad buy is almost double what the workers spent last month on television advertisements.
Citizens for a Pro-Business Delaware is a group made up of more than 2,200 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others.

Citizens for a Pro-Business Delaware launches television and drives viewers to sign petition to save 4,000 jobs while making progress on their bill

DOVER, Del., Feb. 2, 2017 /PRNewswire/ — Citizens for a Pro-Business Delaware (CPBD), the advocacy group supporting TransPerfect employees and Delaware’s incorporation-driven economy, launched a new TV ad today. The ad features TransPerfect employees who have been silenced by the courts through out judicial proceedings in the Delaware Court of Chancery that ordered the dissolution of the global translation services company, TransPerfect. In response to that decision, the group has worked with members of the General Assembly, including Senator Colin Bonini, to pass a bill which would require a three-year waiting period before the Chancery Court can order the sale of a private company. After meeting with senior members of the legislature and agreeing to move forward with the Corporate Bar Committee of the Delaware Bar Association, the group worked with State Senator Bonini to temporarily withdraw the bill. CPBD is meeting with the Corporate Bar Committee next week and hopes to begin a process that will help preserve the jobs at stake. The new ad depicts the recent rally and press conference CPBD held outside of the Delaware Supreme Court in Dover. While the employees are barred from commenting, they are shown standing behind CPBD Campaign Manager Chris Coffey as he urges the Supreme Court to save the company, its jobs, and Delaware’s position as the nation’s leader in the incorporation business. (https://youtu.be/a4Acv4C2t4Y)

“We arrived to the hearing with a full bus of TransPerfect employees,” said Chris Coffey, Campaign Manager for CPBD. “These employees have been ordered not to speak out against the court, but still risked attending the hearing to fight for their jobs. We hope that Delawareans will see the threat that the Chancery Court’s decision poses to Delaware’s economy and to more than 4,000 livelihoods. We urge them to sign the petition and stand with us to protect our state and its residents.”

CPBD was formed after the Delaware Court of Chancery ordered an appointed custodian to sell TransPerfect amid an internal dispute among company owners. Over the past few months, CPBD has been involved with court proceedings, submitting an amicus brief and arguing that the Court of Chancery appoint a custodian to act as a provisional director until the dispute is resolved – and continues to work with members of legislature to get the bill passed. “I am concerned that the TransPerfect case will negatively impact the state of Delaware – and I am actively working with Citizens for a Pro-Business Delaware to make sure our state keeps its long and well-deserved reputation as the state where businesses come from around the globe,” said Senator Colin Bonini. “We all want the same thing – to keep jobs in Delaware and to keep our state’s economy strong.” Citizens for a Pro-Business Delaware is a group made up of more than 2,200 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives, and others. They formed in April 2016 to focus on raising awareness among Delaware residents, elected officials, and other stakeholders about the issue. For more information on Citizens for a Pro-Business Delaware, visit DelawareForBusiness.org. Contact: Mary Urban, [email protected] Julijana Englander, [email protected] SOURCE Citizens for a Pro-Business Delaware

Related Links

http://www.delawareforbusiness.org

“CRITICS SAY DELAWARE’S BUSINESS COURT HAS GROWN TOO POWERFUL”

In this segment, which aired on Bloomberg Businessweek in September 2016, correspondents discuss the controversy surrounding the Delaware Court of Chancery’s ruling to dissolve TransPerfect in order to resolve a shareholder dispute.

[wpvideo M7U7fimj]

TransPerfect is a financially healthy company posting record revenues and profits despite the ongoing litigation in Delaware.  Chancellor Andre Bouchard’s decision was based on Section 226 of the Delaware Corporate Code.  The ruling was met with a massive response by TransPerfect employees who–unaware of any irreparable harm–continue to fight for the company’s survival.

The Delaware Supreme Court decision against TransPerfect Global co-CEO Philip Shawe yesterday is no surprise. The DSC is dominated by Leo Strine (who picked his own protege, Andre Bouchard, to fill the vacancy he left in Chancery) and his bullying of the other justices is well-known in Dover (he’s turned over the entire bench –meaning made them all quit — in a 2-year period). Having read the briefs, it is my opinion that C.J Seitz didn’t write the brief that bears his name, and the real author was Strine — but it seems that may be the way to avoid appearances of improprieties in the Delaware Judiciary. Once again in this case, it smells like backroom business as usual in our small state. A couple of observations: * Kudos for the only real jurist on the bench with the nerve to stand up to Strine, Karen Valihura, whose Dissent should be heralded as one of Delaware’s most brilliant pieces of legal work of our time. Unfortunately, it’s the minority, but it is a blueprint for Legislators and the Bar Association to fix the obvious ambiguity in the law that the Chancellor slithered through to commit this travesty of justice. Valihura could have just gone along with the pack, but she didn’t. Her Dissent is 35 pages of brilliant legal analysis backing up Shawe’s position, and vindicating what I and others have been saying all along. * Shame on Strine for, instead of drawing any real legal conclusions, just reciting the same, tired witness-less and fictional narrative of Bouchard. And, for acting like a child during the oral arguments. And, for not having the courage and decency to put his own name on papers he most likely wrote. * Shame on the other 3 DSC justices for, in my opinion, letting themselves be pushed into Strine-following zombies, when they must know Valihura’s Opinion is correct and far superior. * Shame on Bouchard for, what I view as, his obvious corruption in this decision. He should read Valihura’s reversal of his decision to figure out how he is supposed to do his job. He hasn’t a clue. The job of a judge isn’t to pay back your friends; it isn’t to make peace with Strine to get him off your back; it’s only one thing, the dispassionate administration of justice — and it’s not what happened in the TransPerfect case. Bouchard makes his pack of parasite pals richer and richer each each passing day by scuttling settlement possibilities, stuffing TransPerfect to the gills with lawyers and consultants all charging between $700 and $1,400 per hour. $15 million a year is being stolen from TransPerfect by a legal ruling that reeks of corruption, and DSC has put it’s stamp of approval on this. It makes me want to vomit. More on this decision, and it’s dark and shady origin to come. But to leave things on a positive note: Hooray for Delaware Supreme Court Justice Karen Valihura, one of two Republicans on the bench. I salute her for brushing off what must have been tremendous pressure from Strine and the establishment to go along with wrongly supporting Bouchard — and more importantly — for being a honest champion of Delaware Law, holding true to what the Legislature intended in our statues- honoring the separation of powers, respecting the Delaware and U.S. Constitutions, restoring what little faith I now have in our cronyism-based legal system, and having the courage to speak the truth. Strine has had his day and shown his true colors with the TransPerfect case: Karen Valihura should be the Chief Justice! Your comments are welcome. Always for Delaware and respectfully submitted, JUDSON Bennett-Coastal NetworkJudicial activism–or judicial overreach, as it is sometimes called–refers to judicial rulings suspected of being based on personal or political considerations rather than on existing legal precedent. The scary thing about a situation like this is that in the law, when such a decision is upheld, it is tantamount to legislating from the bench, in effect, creating new law, which is not the responsibility of the judiciary. Law-making is supposed to come from the legislative branch of our government, in order for our democratic system to work as it should. In Delaware’s renowned Court of Chancery, famous for resolving corporate disputes equitably, Chancellor Andre Bouchard’s rulings in the TransPerfect case have indisputably gone wildly beyond what is fair and equitable, and obviously been adjudicated from his personal bias, rather than applying the law appropriately. In my opinion his actions in this case, besides obvious appearances of impropriety, make him seriously suspect. 1) How does declaring an internal dispute between stockholders equate to irreparable harm, when TransPerfect continuously makes tremendous profits? 2) How does this judge justify ordering the sale of this profitable company for the sole benefit of one stockholder because of his personal bias? Is it because he is scratching the back of his cronies at “Skadden Arps” to raid the company coffers, and siphon off TransPerfect profits under the false premise of “helping” the company, which is already the leader in it industry? 3) How can Bouchard legitimately sanction the defendant in this case an unprecedented $7.1 million dollars based on the concept that he attempted to spoliate documents. No concept exists in the law. Either evidence is destroyed or it is not. Shawe’s e-discovery expert, and 3 other experts testified Shawe saved all evidence appropriately. Bouchard’s rulings are carefully crafted to avoid the word “spoliation” because Elting did not and could not prove her case. Regardless of the evidence, Bouchard sought to punish Shawe by grabbing headlines with deceiving rhetoric, such as Shawe “deleted” certain evidence. Not true, folks!!! Are we to believe that the Chancellor could be so technologically inept, that he failed to understand that once data is “preserved” – in this case with a mirror image – the gold-standard of evidence preservation – that it can no longer be “deleted”? No. We should not be fooled. Bouchard sought to illegally issue punitive sanctions and destroy Shawe’s reputation based on headline-grabbing rulings which were patently false and grossly misleading. 4) How can Chancellor Bouchard award $1.4 million dollars to the plaintiff’s attorney (his personal friend!!) to be paid by the defendant without so much as an itemized bill from Kevin Shannon at Potter Anderson. I guess this is the treatment you get when you travel to New Orleans with a Chancellor, socialize together, and make public co-paneling appearances – In the middle of the case, when Chancellor Bouchard, who is the entire judge and jury, would normally be sequestered in a non-bench trial. But Bouchard was not sequestered, when he decided this case, he was traveling on taxpayer money to New Orleans to attend a boondoggle at Tulane University with Elting’s attorney. Are we expected to be naive enough to believe this boondoggle with Shannon, didn’t influence Bouchard, when weeks before he promised a “measured” decision. No folks, we aren’t, this has the appearance of corruption by Andre Bouchard, and it should be investigated. 5) How can Chancellor Bouchard appoint another friend and his former law partner, as a Custodian of TransPerfect, and then allow him to charge $1,400 per hour with no limit whatsoever. Did he do it to benefit his friend Bob Pincus, and his former law firm, for some pay-off down the road? Bouchard has allowed Skadden Arps to bilk TransPerfect to the tune of over $3 million dollars?!? ….in a single year?! For attending a board meeting once a month?? I am amazed and appalled at this seemingly, blatant attorney misuse of TransPerfect’s hard-earned dollars. Money that should and could be going for raises for the TransPerfect staff, is instead going directly into Pincus’ pockets … all approved by Chancellor Andre Bouchard. Talk about the appearance of impropriety – Wow!. It is a disgrace and it must stop! 6) How can this Judge not be required to know the U.S. Constitution, and sign an order violating the First and Fourth Amendment rights of TransPerfect’s thousands of U.S.-based employees?!? … and get away with it. The law firm of Skadden Arps, through his former law partner Bob Pincus, is an arm of the court and Bouchard has granted him sweeping powers to fire, sanction, or fine any employees that talk to the press or don’t want to give over their private emails, phones or records. The Chancery’s unprecedented sale order granting Pincus never-before-granted sweeping powers to punish at will – is a blatant disregard of the “due process” requirements of the U.S. Constitution, and has created an atmosphere of fear and discord at TransPerfect? The workers deserve better. Someone must stand up to Bouchard, the omnipotent-bully Chancellor, who apparently seeks to punish those who speak out against his controversial actions and decisions. I have talked with enough employees to know this is not a stretch of anyone’s imagination. TransPerfect’s in-house counsel was forced to choose between doing Pincus’ illegal bidding or quit her job. Amazing stuff going on in this company folks that is fodder for a best-seller. Shockingly, this is just the tip of the iceberg, as each and every successive ruling I examine by Chancellor Andre Bouchard seems to have no basis in law, but reeks to holy hell of his possible, personal bias, cronyism, and desire to enrich his friends. I have now spoken to many attorneys (who are afraid to speak out), who have told me they have never seen a Chancellor or Judge rule so obviously and consistently against one litigant, when indeed the evidence, overwhelming and indisputably stated the complete opposite of his rulings. I urge the Delaware legislature in its upcoming session to order the Court of the Judiciary to investigate Andre Bouchard for possible wrongful acts, and to make a law that requires STANDARDS that must be followed when the Chancery Court makes custodian decisions in the future. I’m told in New York, they spin a wheel to appoint Custodian’s to prevent this sort of thing from happening. Why not spin a wheel in Delaware? Make it a random appointment instead of creating the possibility of corruption? This all amounts to not only harming and risking the jobs of 4,000 TransPerfect jobs, but also possibly destroying millions of dollars of Delaware capital that is derived from Delaware’s incorporation fee bonanza, which is now seriously at risk. Ruining 4,000 people’s lives will not go down easy for the State of the Delaware, when the only tangible result has been to enrich the law firm of Skadden Arps and their consultants, and investment banker friends. If the Delaware Supreme Court refuses to recognize what is happening, because of the hometown relationships there – the Delaware General Assembly MUST step in and do its duty. It must protect our state’s image and economy – and cannot allow this rogue and apparently unprincipled Chancellor to create these appearances of impropriety which will kill Delaware’s very profitable corporate franchise. We need to give this situation proper consideration, and investigate. Delaware’s judicial reputation is truly at stake over the next month. It is time for Delaware to show the world that it will not allow Chancellor Bouchard’s cronyism to conquer justice.

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

Below is an editorial by Candidate for Governor of Delaware, Senator Colin Bonini. While I have been covering the injustice and importance of the TransPerfect case (in Andre Bouchard’s Chancery Court) for months, I am happy to see the story resonating with experienced  politicians and leaders. The danger to Delaware’s reputation is real, as Bouchard and his cronies are jeopardizing the company’s future.

The world watches as a ROGUE Judge gambles with our state’s economy with his wacky decisions, by turning off potential incorporators. Kudos to Senator Bonini for being a true leader, challenging the establishment when needed, and giving a voice to the 4,000 workers and families, who Chancellor Bouchard has turned his back on. Delaware cannot afford to risk its business-friendly reputation, and its Corporate Franchise base.

Please read below:

Bonini: Delaware must learn from TransPerfect case

Delaware has a long and well-deserved reputation as the state where businesses come from around the globe when they need somewhere safe, reliable, and reasonable to incorporate their businesses – and livelihoods. They trust our state and our judicial system to help keep their businesses up and running. In turn we reap the tremendous benefits of this industry that helps drive our economy and pay for many of our government services. Indeed, almost a third of the revenue our state government receives comes from business-related revenue. Our corporate laws and our courts are something all Delawareans should be proud of and we need to make certain Delaware’s predominance in the corporate world continues.

But earlier this year, our chancery court ruled that a company, TransPerfect, which is incorporated here in Delaware, should be broken up and sold. This despite TransPerfect being very successful and profitable and, indeed, reporting record-breaking revenues that have invariably improved every single quarter. The legal situation regarding TransPerfect is complex and has received much media attention over the last several months and there are many facets of the case that make it unique.

Not being a party to the case, I, of course, do not have knowledge of the specifics that the court is reviewing and certainly do not question the credentials of our court, but I am concerned that our reputation as a business-friendly state may suffer if TransPerfect is sold and broken up to the detriment of the owners and employees.

On June 29, I sponsored Resolution 91 in the State Senate to ask the Delaware Bar Association to review potential changes to our existing law so that the court may have more options in cases like TransPerfect.  In my opinion, our laws need to be flexible enough so that successful, profitable, companies like TransPerfect will not be dissolved by the courts in our great state. I did this for the sake of not only the employees of TransPerfect who may lose their jobs and their families’ livelihoods because of this situation, but also for the Delawareans who too may suffer if we do not change the law. In this competitive market, the ripple effect of companies currently incorporated in Delaware could be those companies abandoning our state for safer and more reliable states if they perceive Delaware to not be as business friendly as in the past. This flight could be devastating to our economy.

TransPerfect has more than 4,000 employees in more than 100 cities. These people are obviously concerned about what may happen to their company and their careers if TransPerfect is broken-up and/or sold. A group of TransPerfect employees, business people and concerned citizens have banded together more than 1,900 strong to form “Citizens for a Pro-Business Delaware” to push for changes in the way situations like that of TransPerfect are handled in Delaware.

I believe they have the absolute right, as any of us do, to advocate for their cause to members of the General Assembly and to participate in our political process as they see fit. I am very disturbed and disappointed to see the chancery court attempt to stop these employees from exercising their first amendment rights.  I proudly stand with Citizens for a Pro-Business Delaware.

Today, I ask for your help. Please go to DelawareForBusiness.org to sign the Citizens for a Pro-Business Delaware petition and to get more information on this critical legislation. Their futures – and ours – depend on it.

State Sen. Colin Bonini, R-Dover South, is a Republican candidate for governor.

TransPerfect Case Exposes the Risk to Delaware Economy from Bouchard’s Unchecked Power

William Shakespeare in his play Henry VI, incorporated (no pun intended) through his character “Dick the Butcher”, the famous line “The first thing we do, is kill all the lawyers”. Even today, lawyers themselves often smile at the inference made by Shakespeare about the perceived opinion so many citizens have about the ethics, standards, and practices of the legal profession. Unfortunately, when we need a lawyer, it is an expensive proposition. I know this to be true from personal experience as do many of my readers. The bottom line is that most attorneys will take either side in a civil matter as long as the money is there. In my mind, having to hire a lawyer to protect you is a necessary evil, because even your advocates are incentivized for a long, drawn-out, and financially draining process.

The only protection we have when we find ourselves entangled in a legal situation is the hope that the Courts will rule fairly and equitably. The lawyers are supposed to operate under strict ethical guidelines established by the Bar Association. The Judiciary is supposed to be held to an even higher standard, being impartial, unbiased, fair — without the appearance of impropriety, much less impropriety itself. When that does not happen, then it becomes a form of corruption leading to a loss of confidence in the judiciary system. In Delaware, the TransPerfect case has many in our state questioning the ethics of Andre Bouchard, the Chief Chancellor himself. When this happens, our democratic process becomes tainted, constitutional rights to a fair trial are trampled, and the damage to a company, the litigants, and the operation can be irreparable.

All this being said, Chancellor Andre Bouchard seems to have gone beyond “abusing his discretion” in the TransPerfect case. In my opinion he has obliterated it from any objective consideration. He has set a frightening standard for all Delawareans, which is of significant concern to our state. I have been writing regularly about this case in an attempt to bring Bouchard’s actions out of the shadows and into the light, as he single-handedly not only endangers TransPerfect, a private profitable Delaware enterprise — but also endangers Delaware’s corporate bonanza, which is responsible for 25% to 33% of our entire state budget. What happens if the money goes away? Bouchard will remain perched on his arrogant mountain, after recently entering the judiciary via a political appointment vs real bench experience. Indeed, he will not suffer, while the average man, woman, and child in Delaware stands to be meaningfully impacted by the rogue nature of his decisions.

The question is: Should a rogue Judge, through his capricious, arbitrary legal decisions, be able to sell off a successful company that employs 4,000 people for no good reason? Or should Bouchard be held accountable for his complete disregard of the law and precedence, his audacious appearances of impropriety during the case, his unreasonable — unheard of — and wholly-unsupported sanctions, and his complete disregard and disrespect for all true evidence in the case? Should he be permitted to cherry-pick testimony out of context to “back into” his desired (and predetermined result)? Simply put, in my opinion, to not hold Bouchard accountable for his actions of possibly destroying years of the Chancery Court’s sterling reputation, and turning it into a Kangaroo Court — as it has done during the TransPerfect case, would be an injustice. This may be my subjective opinion, but it is based on objective observations from many days of intense research which I have devoted to this case. Why? Because I believe Delaware deserves to know how Bouchard operates, and how his judicial overreach can damage our state.

Why the hell would any business owner incorporate in Delaware once they’re aware of Bouchard’s rulings? Businesses want stability and predictability. In this case, one shareholder, without a controlling share, ran into Court, produced no witness, spewed self-serving nonsense — and is now getting the company dissolved and auctioned off?! Who would take this risk by incorporating here? It is just a matter of time before Bouchard’s reputation for destruction starts taking more and more food off the table of the average Delawarean.

In brief, let us look at the facts:

1) A woman gets mad (Elizabeth Elting) and sues her partner Phillip Shawe in the Delaware Chancery Court.

2) Judge orders the company to be sold which makes $500 million a year – causing 4,000 workers and their families uncertainty – and the distinct possibly of losing their jobs.

3) There is no evidence of “irreparable harm” (the false hook Bouchard used to seize the company and install his cronies), is absurd. Bouchard himself admitted that since Elting and Shawe have fought for many years, his ruling was speculative in nature! It is outrageous — and folks — this cannot be what the Delaware Legislature intended!! In the “Harm” Section-226 of the Delaware law, is an indication that to show harm is something Bouchard must have evidence of — instead, he tells the world he’s “guessing”.

4) The company has 3 stockholders — ruling is undisputed, yet Kevin Shannon of Potter Anderson somehow convinced the judge that Shawe’s mom was not a real person, and not entitled to her own independent vote. There’s nothing in the evidence record that says Shirley Shawe will only vote with her son — another key ruling based on “NO EVIDENCE” other than Shannon’s say so (Elting’s lawyer).

5) The Plaintiff (Elting) (unlike Shawe who loves the company), stands to profit more, if the company is sold in its entirety, than she would if she just sold what she owned (her stock). So her game, for which the Court has been a willing accomplice, has been to use attorneys to create infighting and the illusion of problems at TransPerfect, and ask the court to force Mr. Shawe and his mother to exit their positions involuntarily. An un-American proposition under any circumstances.

6) Defendant, Phillip Shawe, was not allowed to present key evidence, because Bouchard intentionally suppressed it. This evidence was alleged to show Elting and her attorneys participating in Crime-Frauds, yet Bouchard would not allow the evidence to be used or even look at it in private.

Shawe is being sanctioned for the investigating of his own computer servers — as the employee handbook allows him to do. He is also facing sanctions for lying when there is NO EVIDENCE whatsoever that he did so. Bouchard paid no attention to the minor and immaterial differences in Shawe’s 10 witnesses vs. Elting’s 0 witnesses. Bouchard accused Shawe of destroying records, when indeed he did not. Shawe made a mirror image to preserve all computer evidence; what’s the difference whether it is employee X (Elting) (out of 4,000) or employee Y — the material point is all evidence was preserved. Bouchard seems incapable of understanding that once something is preserved, it cannot be destroyed, spoilated, or even deleted. Bouchard drones on and on (in his opinion) speaking of how Shawe “deleted” files, when in actuality, he did not. He made a mirror image and all was preserved. Three experts verified this in the hearing.

Plaintiff’s attorney Kevin Shannon is an old friend of Chancellor Bouchard. During the deliberation phase, while Bouchard was supposed to be weighing evidence adduced at trial, he instead went to “boondoggle” in New Orleans and co-paneled together with Shannon in a PUBLIC FORUM. If a member of a jury did this in deliberations, they’d be dismissed. An obvious appearance of an impropriety? This investigative reporter is convinced that it is more than that.

Sanctions imposed on Phillip Shawe in the amount of $7.1 million dollars. High? I wonder what your family gets if you get hit by a Delaware bus? … probably a lot less. This amount is obscene and biased. Bouchard’s miscarriages of justice keep adding up. Singularly, they could possibly be justified? Together, they do not pass the laugh test.

The custodian, appointed to run the company is a member of Chancellor Bouchard’s former law firm and has already run up an $8 million dollar tab and is being sued in federal court along with Bouchard for violating the employees’ 1st and 4th amendment rights. And that $$ meter is still running!

The legal fees to date for both parties are estimated to be around $42 million dollars, plus $8 million in costs mandated by the court ordered custodian. That’s $50 million the Chancery Court has forced a DE corporation to spend on cronies and cronies of cronies. This calls out for judicial reform by the legislature and must stop.

Frankly, from what I have gleaned from this case, which I have devoted countless hours to studying, the only person who should be sanctioned is Chancellor Andre Bouchard. Let’s say you incorporate in Delaware, you fulfill the American dream of life, liberty, and the pursuit of happiness by creating a successful business, but then you have a judge order the company to be sold, fine one of the owners to the tune of 7.1 million dollars, fleece the company out of $ 8 million (or arguably $50 million) bucks, and ultimately risk its destruction. Wow, doesn’t make incorporating in Delaware very attractive, does it?

This is an issue that all Delawareans must be aware of, must be concerned about, and must take a stand on. I will say it again, why the hell would anybody want to incorporate in Delaware under Bouchard’s unprecedented, unpredictable and “no evidence” rulings? Make no mistake: Nevada and Rhode Island are salivating at the possibility of usurping Delaware from its main economic driver of corporate revenue, and Andre Bouchard is giving our competitor states all the ammo they need.

As always your comments are welcome and subject to being forwarded.

This is a long piece, but worth reading to understand how the rule of law is now seriously flawed by the inequities of a failed system. Even in little Delaware this growing disease now pervades our society through cronyism, favors, and improprieties I have been writing often about the TransPerfect Global case which has received national attention because of the controversial rulings made by Chief Chancellor Andre Bouchard. I have been extremely critical of the Chancellor in the way he has handled this case for many reasons, even suggesting perhaps he should be removed from the bench. I have read every public court document in detail about this case and interviewed objective lawyers and employees of the company. I know everything about this case. Here are the undisputed facts: TransPerfect is a translation company founded by Phillip Shawe and Elizabeth Elting that is incorporated in Delaware. Shawe owns 49%, Elting owns 50 %, and Shawe’s mother owns 1%. Despite any differences, Elting and Shawe moved past their failed romance, and from a dorm room, created a multinational company successful beyond imagination. Regardless of these differences, the company has been high growth, extremely successful, and extremely profitable (due primarily to Phillip Shawe’s leadership and innovation) each year, over the past 24 years. The company now has revenues of over $500 million per year, and employs 4000 people, from 90 offices world-wide. Elizabeth Elting decided she wanted to exit the company, and wants the whole company sold. Why? Because half of the whole company price — is worth considerably more than what Elting could sell her own stake for. In other words, Elting makes much more money if she can force Shawe to exit the business at the same time that she does. The problem is, Shawe doesn’t want to sell. Shawe loves his company, his stock is private property, and he doesn’t want to sell it. Even if the dramatics described in Bouchard’s romance novel decision were true (which they are not), the Court simply should not be forcing one person (two in this case, Phil and his Mom) to sell their shares involuntarily, just to enrich Elizabeth Elting within her timetable. The Court is not meant to insert itself and act as the buy/sell mechanism for Ms. Elting’s personal agenda. Further, Elting is no woman of virtue. Not one single, unpaid non-party witness took the stand for Elting. She supposedly does something at this 4000 person company, but yet no one I’ve talked to can speak to any contributions she has made. Again, Elting could not produce one single, fact witness, beyond her own self-serving story. In the past few years, Elting removed millions of dollars from the company in unauthorized cash distributions to buy lavish houses and other assets — over Shawe’s objection. Now, Chancellor Bouchard not only ordered the company to be forced to be sold and auctioned off — a result unprecedented in U.S. history, but the madness that is Bouchard doesn’t stop there. He has also now ordered sanctions of $7.1 million dollars against Shawe, the man who built the company, in favor of Elting. I can’t say for sure, but my research indicates no other sanction levied against an individual has been this high in U.S. history. Included in this ungodly sum is $1.4 million dollars awarded in legal fees to Kevin Shannon (Elting’s lawyer) who was not even made to show his bills to prove it. The law only allows for “reasonable” fees? How can the “reasonableness” of Shannon’s fees be judged if they are hidden? The bottom line is that I believe that Chancellor Bouchard, according to my legal experts has ruled incorrectly in virtually every aspect of the case, he has overreached his judicial authority, and he has abandoned his duty and his ethics. Bouchard is guilty of perpetrating extreme bias against Phillip Shawe in favor of Elizabeth Elting. All this being said, I ask the following questions to my 6000 readers: 1) If a Delaware Judge violates his judicial authority and that of the judicial canons directing judicial ethics and behavior under the law, what do you think should happen to that judge? 2) If a Delaware judge blatantly exhibits bias in a case, prevents relevant evidence from being presented, is guilty of improprieties and cronyism, and denigrates the respect that the Court should maintain by his actions, should that judge remain on the bench? Here is what I do know: The Delaware business law is clear about what constitutes the forcing of the sale of a company by the Chancery Court. First, there must be evidence of irreparable harm. TransPerfect Global makes 500 million a year and is extremely profitable. The employees love and admire Phillip Shawe (as per affidavits), feel they have a stake in the company, and they do not want it to be sold. Where is the irreparable harm Chancellor? The law does not even permit you take control of 2 shareholder company unless it is facing irreparable harm, and folks, TransPerfect has 3 stockholders. This being said, it appears that Chancellor Bouchard has erred in his creative ruling, possibly costing thousands of people their jobs, creating the risk of Delaware’s corporate franchise being denigrated, and possibly costing Delaware millions of dollars. Chancellor Andre Bouchard is a personal friend and former business associate of Kevin Shannon of the law firm Potter Anderson (Elting’s Delaware attorney). They worked together 20 years ago on the famous Disney case in the Chancery Court, and have been buddies ever since. During the decision stage of the TransPerfect trial, Bouchard and Shannon made a public appearance together in New Orleans. None of this was ever disclosed by Bouchard. This case is a textbook example of the “appearance of an impropriety” and Bouchard should have recused himself long ago. This issue unto itself presents serious problems under the law. Heard enough? The coincidences just keep mounting against the new judge. Chancellor Bouchard has appointed a Custodian (with unlimited authority) to run the company named Robert Pincus, another friend and former associate. Pincus receives an on-going amount of $1400 an hour! He has unnecessarily hired expensive consultant friends, and together they’ve run up an $8 million tab — all paid for by TransPerfect – and the expenses mount daily. Additionally, Pincus has created a “reign of terror in the company,” threatening job termination for employees who would speak against the case, been given judicial authority to seize employee private cell phones and computer e-mails—on pain of sanctions or termination—all clear violations of the First and Fourth Amendments of the Constitution. One brave employee has filed suit against Bouchard and Pincus in US Federal Court. If he wins this case, I believe Bouchard will be culpable. In his July ruling on sanctions, Bouchard stated that Shawe had broken into Elting’s office, copied e-mails, destroyed his cell phone records, and lied under oath justifying the sanctions in the amount of $7.1 million dollars. The ruling paints an extremely negative portrait of Phillip Shawe, however the real story has been hidden and prevented from being presented as evidence in court by Chancellor Bouchard. The Employee Handbook (and New York and Delaware Law) clearly gave Shawe the right to investigate any suspicion of fraud or funds being illegitimately removed from the company by any person, including Elting.   Here is the official statement from Shawe’s attorneys, which was published in several media outlets:   

“In my opinion the sanctions decision itself is indicia of an extreme court bias against Mr. Shawe. Although Mr. Shawe was given notice on particular grounds, the court permitted Elting’s team to change its theory at trial without proper notice because Elting had insufficient evidence of the issue they had sought to sanction Mr. Shawe for: alleged spoliation? The “evidence” against Mr. Shawe on spoliation was almost exclusively based on lawyers’ arguments (not evidence by definition in any court) and a cherry-picked paid “expert” witness who had never testified before in a U.S. Court. The truth of the matter is that Mr. Shawe provided more discovery than Elting produced, and her legal team could not identify a single document that allegedly had been destroyed or withheld and caused her “prejudice.” In fact, she claimed victory on the merits. Indeed, after the merits trial, Elting’s “expert” admitted that his findings used as a basis for filing the sanctions motion were untrue, because he had not investigated the issue well enough before Eltings’ team made the allegation. Faced with this deficit of evidence, Elting’s lawyers appeared at the sanctions trial with a new theory of “lying” which had never been raised before. Shawe was tried and sanctioned for allegedly “lying” without due process.


As a consequence, it is neither surprising (i) that the court did not find the deletion of relevant evidence nor (ii) that Mr. Shawe’s attorneys were not adequately prepared to defend him against the variance in trial theory. Such unfairness is not consistent with due process. Had they been given notice of the new “lying” theory (including what issues he allegedly lied about and when), it is likely that Mr. Shawe’s lawyers could have prepared and presented evidence demonstrating that the differences in recollection were nothing more than just that – with other disclosures in the record that make them immaterial.

The recent ruling on the amount of sanctions to be paid is more of the same from the Chancellor. Although the court did reduce the fees in some instances, it utterly failed to provide due process with respect to the reasonableness of many of the fees claimed. The most extreme example of this failure is the acceptance of more than $1.4 million in merits fees from the Potter firm based on the affidavit of Mr. Shannon without any actual billing descriptions to back up the claim. It begs the question: How can the reasonableness of fees be assessed if the court doesn’t even know what was done? It also lends some weight to the speculation by others that there is a reported personal and professional relationship between Mr. Shannon and the court which may be affecting this case. Regardless, accepting more than $1 million in fee claims without requiring backup is contrary to traditional notions of fairness. Mr. Shawe is considering his appellate options.

There also have been other indicia of court bias against Mr. Shawe. During the merits trial, the Court had to address Elting’s allegations of wrongdoing leveled against Mr. Shawe relating to his review of her emails on the public company server. Mr. Shawe asserted that the emails proved that Elting committed fraud and requested that Chancellor Bouchard examine the emails in camera (in private) because they proved fraud. The court was well aware that if fraud was found, it would remove the emails from any supposed claim of “privilege” (under the crime-fraud exception), but Chancellor Bouchard inexplicably refused to review them – yielding to Elting’s position with no basis in law. Chancellor Bouchard abandoned his sworn duty to equity and justice in this regard. Instead, without consideration of the content, for the purpose of the merits case he suppressed the very emails which may prove that Elting and her attorneys engaged in a scheme to provoke Mr. Shawe and create actionable discord in the company. These and other indicia of bias (such as the remarkable success rate of Elting’s team on all motions – which her attorneys bragged about (in a Law360 article) are particularly concerning, given the recent unsolicited and inappropriate negative public statement by Vice Chancellor J. Travis Laster which was directed at the free speech activities of Transperfect employees who have been appealing to the media and the public. It is the duty of judges and lawyers to avoid the appearance of impropriety and this unprecedented instance of one sitting judge commenting on the active case of another may not be consistent with that mandate – especially when it may be interpreted as an attempt to quell first amendment rights.

At this point, the case has been certified for interlocutory appeal, and I am confident that the Delaware Supreme Court will reverse both the sale order and sanctions order based on the law. With respect to the sale order, ponder this: the facts reported in the decision by Chancellor Bouchard clearly support a finding that Elting breached her fiduciary duty by refusing to consider real estate and merger/acquisition opportunities without regard to their merit, so how is it possible that a person with unclean hands (ELTING!) can come to Chancery Court and obtain relief? When similar claims were brought by Elting in New York State court, it was tossed out with the sense that the whole litigation was absurd and the parties needed to come to a solution on their own. Justice Schweitzer specifically found that it was “unclear who drew first blood.”

Mr. Shawe is resolute that the company never faced irreparable harm, regardless of any alleged acrimony between the shareholders. TransPerfect’s performance in 2015 was more successful than 2014, and it is on pace to perform even better in 2016 despite the litigation. He is confident that the company will continue to prosper and reiterates his offer of $300 million cash to Ms. Elting for her shares.”

There you have it folks. I believe that Chancellor Bouchard is suspect and deserves intense scrutiny in regard to his actions in this case. As always your comments are welcome and subject to being forwarded.  This is the latest in a series of articles on the infamous TransPerfect case. This case originally caught my attention because it involved newly-appointed Chief Chancellor Andre Bouchard. I had previously written an article about Bouchard and his apparent political cronyism in the Sussex County Registrar of Wills office and how he appointed three different clerks, who were completely incompetent. Bouchard surprisingly responded to my article in writing, which indeed was highly unusual. There was no doubt that I had struck a significant nerve. His message was filled with non-answers and circular reasoning and it was obvious he was way off-base. You have to ask yourself, has he gotten himself in the same boat in the TransPerfect case?TransPerfect Employees Fight For Their Company Now, we are close to a year-and-a-half later with the TransPerfect case still not yet certified for an appeal. We have the appointment of a custodian, who is, of course, a former law partner of Bouchard’s. Since that time, TransPerfect has been forced to incur an incredible and outrageous $8 million dollars in fees — and the number grows daily! This boggles the mind!? Let’s think about this, folks… Phillip Shawe is running a $500-million-dollar company for 24 years and has never had an unprofitable year. Now the Court comes in with no experience in this business and forces TransPerfect to spend $8 million dollars on Bouchard’s cronies to date and this case continues and the millions mount! How and why can this blatant stealing from this company continue? Additionally, the very employees who made this company a success are expressing their outrage at the Chancellor’s decision! They work in fear of being fired by this custodian. One courageous employee had the nerve to stand up to the Chancellor’s unlawful violations of the employees’ First and Fourth amendment rights — and filed a Federal Lawsuit against the Chancellor and the custodian! Apparently Judge Bouchard and his custodian went after personal e-mail accounts and potentially cell phones of TransPerfect employees, and if they refused, the workers could be terminated! Folks, I don’t know what you call this, but I call it unconstitutional, illegal, and grounds for impeachment! I have never heard of or seen a worse case of judicial overreach, cronyism, and possible corruption in any Delaware Court in my life time. In my opinion, Chancellor Bouchard has cast a dark shadow over the once pristine reputation of the Chancery Court and the great state of Delaware, as the nation’s corporate capital. The press is watching, folks! Last Sunday’s Delaware News Journal ran a front page cover story shedding light on Bouchard’s shenanigans, but this just scratches the surface. There is much more to tell, and the future of Delaware as the incorporation capital of the world, and therefore its economy, is seriously at stake. It appears that Bouchard is playing favorites with Plaintiff Elizabeth Elting’s local counsel, his 20-year friend, Kevin Shannon of Potter Anderson. You are reading it here first, folks… soon I predict many companies will be refusing to do business in Delaware because of this case! Bouchard’s insidious actions in The Chancery Court and his apparent efforts to enrich his buddies at the expense of the hardworking people of TransPerfect must stop. Bouchard’s decisions have weakened the credibility of Delaware’s Equity Court and the world is watching. It is time for the people of Delaware to call their local legislator and say no to cronyism and no to obvious improprieties. We must demand an investigation, folks, and somehow we must stop this! No one is above the law, and this includes Andre Bouchard. We must send a strong message to corporate America that Delaware is still a place to do business before it’s too late. Stay tuned……..much more to come! As always, your comments are welcome.     SOURCE:   http://hubpages.com/business/The-Appearance-of-Corruption-and-Cronyism-Continues      Controversial TransPerfect Global case The controversial TransPerfect Global case is still in the Delaware Court of Chancery. This outrageous situation gets more and more astounding as each ruling is adjudicated. The blatant unfairness and obvious bias in my opinion by the presiding Chief Chancellor, Andre Bouchard towards one party over the other and the financial damage this Judge has done to this viable company through his determinations is beyond remarkable. The use of his judicial discretion under the law considering his appearances of impropriety involving cronyism, a dearth of evidence, and in effect his legislation from the bench by his rulings contrary to established Delaware law, are indeed frightening and disconcerting. I have been asked by members of my network and one reporter why I’ve taken this on. The answer is that whenever there is, in my educated opinion, an obvious and insidious case of injustice involving politics or government, which I can back up by the facts, especially in my home state of Delaware, then I’m going to write about it. I’ve become a pundit of sorts and it is an enjoyable hobby. My Coastal Network, which reaches over 6,000 people through personal e-mails and now Facebook is an informative vehicle that has been extremely effective over the years. One of the best things about being an American is being able to use my First Amendment rights of free speech, especially since I like to write. Believe me there are those in this country who would love to take that away from us, and we have to be eternally vigilant in all matters of our constitution. That said, I first noticed Chancellor Andre Bouchard in regard to his involvement with the Register of Wills office in Sussex County, Delaware where he used his Judicial power under the law to appoint two apparently incompetent chief deputies who couldn’t properly do the job, ignoring the recommendations of the elected Register of Wills, the Honorable Cindy Green, thus thrusting this important office into chaos. His arrogance and disrespect of the elected Register of Wills by making political appointments instead of the most qualified, made me wonder then about his objectivity. Chancellor Bouchard further led the charge in the Delaware legislature to do away with this office, putting everything involving wills under the Court of Chancery. This would have taken away the personal service in Sussex County for its citizens and ultimately costing the Sussex County residents more money. Fortunately, the legislature chose to not implement this action. Regardless, after that I started watching Bouchard’s Chancery Court cases. The TransPerfect case caught my attention. Since then, I have followed it in detail, investigated and researched those involved, gleaned expert legal opinions, spoken with employees of the company, read all the court documents, and have ascertained that something is radically wrong with the whole deal. The two founders and stockholders, Phillip Shawe and Elizabeth Elting, are entwined in a legal battle that is rocking the corporate world. Elting wants to sell and Shawe does not. Shawe is willing settle out of court, Elting refuses to settle, using the bias of the court to hopefully glean more money in her pocket. Chancellor Bouchard’s decision to sell this viable company—clearly based without merit or proper evidence, creates huge concerns for those who are incorporated in Delaware and those who might choose to do so in the future. If Delaware loses its corporate franchise, it could lose millions of dollars, plummeting it into the red so deep, it would never recover. Reiterating the facts, under Delaware business law, a company is not supposed to be sold unless there is evidence of irreparable harm. TransPerfect has shown a profit for the past 24 years, and now makes $500,000,000 a year — no harm here at all. Regardless, the Chancellor does have the authority to force the sale of a company when there are disagreements if there are only two stockholders. Folks, TransPerfect has *three stockholders* and Bouchard is making new law here according to my legal experts. Bouchard has a long-term friendship and business connection with Elizabeth Elting’s lawyer, Kevin Shannon; they worked on the Disney case together 20 years ago, and served on an educational panel together in New Orleans *during the decision stage of this trial.* Andre Bouchard should have recused himself immediately. *By not doing so, he has created the appearance of a serious impropriety.* To make matters worse and making objective observers concerned about the possibility of corruption, Bouchard ordered a custodian—another one of his good friends and former colleague Robert Pincus to take over the company. He has ordered an audit of the company with huge salaries and fees to all of his friends, costing the company around $8,000,000 dollars over the last 10 months. Any doubts who benefits from this long drawn out affair? Bouchard’s cronies. It gets worse than this folks… Bouchard has denied the production of evidence indicating a plot by Elting to make Shawe look bad by having her husband Michael Burlant (TransPerfect’s lease agent) intentionally create lease problems overseas. Elting also has taken funds from the company (over $20,000,000 dollars), which are also questionable. Yet when Phillip Shawe checked out Elting’s e-mails on the company server with a professional fraud investigator on hand — shortly after finding out that she had secretly made over $150,000 in payments to her attorneys and financial advisors indicating her questionable activity, Chancellor Bouchard arbitrarily and capriciously sanctioned Shawe on the sole say so of Elting’s lawyer. No evidence, no testimony, no proof — denying Shawe his due process. The sanctions include 1/3 of Elting’s legal fees and 100% of her fees for the hearing on sanctions created by Bouchard in the first place, where he ruled against Phillip Shawe in all ways, costing him millions of dollars. The bottom line here is thousands of TransPerfect employees could lose their jobsand a viable company could be destroyed. Obviously Judge Bouchard does not care about that. The bias and prejudice against Phillip Shawe by this Judge is unprecedented in Delaware’s Chancery Court. Could it be that Andre Bouchard is using his Judicial power by suppressing evidence to rig a result that’s good for his buddy Kevin Shannon (Elizabeth Elting’s attorney), thus creating huge legal fees that are going into Shannon’s pocket? The apparent and absolutely unnecessary raping of a company (which epitomizes the American dream) by the Judicial Branch of the State of Delaware through the actions of a rogue Judge creates much negative speculation which is never a good thing. These facts and appearances of impropriety make me shake my head and wonder how this can happen in Delaware’s valued and respected equity court? More to come, so please stay tuned. With respect as always As always your comments are welcome and subject to being forwarded. Respectfully Submitted, JUDSON Bennett-Coastal Network      

I Won’t Stop Telling the Story of this Travesty

  Dear Friends, The TransPerfect Global case going on in Delaware’s Court of Chancery has become a huge controversy, and it is not going to go away. Chief Chancellor Andre Bouchard, has in the wake of innumerable appearances of impropriety, made an arbitrary and capricious decision– forcing the sale of an extremely profitable company (putting thousands of jobs at risk). I intend to exercise my first amendment rights on this issue until the legislature opens again in January 2017. The job of this Court is to administer Equity (Fairness). When there is the slightest possibility for fairness to not be properly administered, then something is wrong. This being said, why would anybody wish to incorporate in the State of Delaware, when the corporation could immediately and legally be at risk by potential Chancery Court action? Rhode Island and Nevada have competitive incentives for businesses to incorporate in their states. Delaware’s corporate franchise brings millions of dollars into its coffers. When the possibility of losing that long- standing income stream becomes apparent, then it is time for legislators to act to protect Delaware and its citizens. According to Harvard Business Services owner Rick Bell (one of the world’s top Delaware incorporators), incorporations were down by almost 2% in Delaware in 2016. Has anybody noticed that Delaware’s economy is not exactly booming? Senate Concurrent Resolution 91 Senate Concurrent Resolution 91 was proposed and introduced by Senator Colin Bonini (R) to open discussion, and evaluate ways to legally make Delaware’s Chancery Court better. I give Senator Bonini tremendous credit for recognizing the importance of opening this dialogue. Although this harmless and positive resolution was not voted on by the Senate as this legislative session has ended until next January– no doubt a huge message has been sent. Next year, when there is more time, hopefully it will be voted on with bipartisan support in both houses of the Delaware legislature. This has become a political issue now for the voters to consider when voting in future Delaware elections. Most of Delaware’s lawmakers are open-minded and willing to listen and I am hopeful that next year some changes in the mandate of the Chancery Court will be implemented. I have enclosed in the body of this email Senate Concurrent Resolution 91 for you to consider and evaluate. I think you will agree that it would be a positive step toward actual legislation. As always, your comments are welcome. Because the matter deals with a member of the court and a local politician (yes, a judge is a politician too), when it looked like the issue was getting some attention and even some traction, the powers that be sought to silence the protest. This is an important matter and it needs to be addressed in an objective way. How can a court ordering the sale of a functional and successful company because one owner wants more money than was initially agreed upon not impact other businesses that are incorporated or may incorporate in Delaware?   SENATE CONCURRENT RESOLUTION NO. 91   SENATE CONCURRENT RESOLUTION NO. 91 ENCOURAGING THE DELAWARE STATE BAR ASSOCIATION, ITS CORPORATE LAW SECTION, AND THE COUNCIL OF THAT SECTION TO EXAMINE THE STATE’S BUSINESS BUSINESS ENTITY WITH AN EYE TOWARDS MAINTAINING BALANCE, EFFICIENCY, | Source Summary of bill The bill is online and HubPages does not allow duplicate content, even if repeating the bill’s text. So here is the summary and use the links above to read it in its entirety. Purpose: Encouraging the Delaware state bar association, its corporate law section, and the council of that section to examine the state’s business entity with an eye towards maintaining balance, efficiency, fairness and predictability. SYNOPSIS This Resolution encourages the Delaware State Bar Association, its Corporation Law Section, and the Council of that Section, to examine the State’s business entity laws with an eye towards maintaining balance, efficiency, fairness, and predictability. Respectfully Submitted I have been a staunch defender of Delaware and this issue is lurking, and still too few are paying attention. We need to change the “who cares?” atmosphere. Are you with me? Respectfully Submitted, JUDSON Bennett-Coastal Network Judson Bennett       

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  Delaware Legislature Must Act Dear Friends, On Friday, June 17, 2016, reporterJeff Mordock wrote an article in the Wilmington News Journal about the controversial TransPerfect Global case which is before the Delaware Court of Chancery (which I have been writing about), whereby Chief Chancellor Andre Bouchard, ordered the sale of this extremely profitable company, siding with the Plaintiff, Elizabeth Elting (who appears to be spiteful, vindictive, and acutely unreasonable, from the court documents and pleadings I have read) over defendant Phillip Shawe who appears to love his company, cares about his employees, and has led the company successfully through his brilliant creativity and hard work. Shawe does not want the company sold and Elting does. Shawe has offered Elting more than what her share is worth, however she only wants to hurt Shawe by refusing to negotiate in good faith.
Philip Shawe is the logical owner of TransPerfect

Sworn Testimony about Phil Shawe’s Devotion

The Chancellor in the wake of obvious cronyism and the appearance of personal improprieties has made an arbitrary and capricious ruling, although certainly within his legal right, which is clearly inequitable and does not represent the greater good. Although, reporter Mordock was somewhat thorough in his article, his reporting was typical drive by media reporting (sensationalizing the fact that Elting and Shawe once had an amorous relationship) while missing what is most important, the fact that the company is being forced to be sold and 4000 well- paying jobs could be lost. Murdock further misses the boat here in that the American dream is being dashed because one of the owners appears to be willing “to cut off her nose to spite her face,” with total disregard for her employees’ well-being. On the other hand Phillip Shawe wants to maintain the company that he created and nurtured to where it nets over $500 million dollars per year. The article mentioned the legislation sponsored by Senator Colin Bonini (R) in the Delaware Senate to prevent the sale of company’s like TransPerfect, however Mordock only interviewed the detractors and not the proponents portraying a negative bent on the whole issue. Although reporting on the real possibility that this decision in the Chancery Court could hurt Delaware’s profitable corporate franchise which brings in millions into its coffers if future entrepreneurs start incorporating in Nevada or Rhode Island instead of Delaware, Mordock has clearly missed the boat on the real essence of this important issue. Intentional Disregard or Collusion? This brings me to the disappointment I have in Senate Minority Leader, Gary Simpson (R), and House Minority Leader Dan Short(R) who oppose the legislation. I am surprised that they don’t get it. In the News Journal article Mordock quotes Simpson who says, “He hasn’t received any e-mails about it”. Hello Senator-you are on my vast e-mail list and have received e-mails about it. Simpson further states, “We have a reputation in Delaware for having a Chancery Court where litigants and their attorneys know how Delaware law reads. To give uncertainty because a party may be able to persuade the Delaware Legislature to change things is just bad.” I vehemently disagree. Regardless of this reputation, when something is wrong, it’s wrong and if it is wrong, it needs to be changed. Delaware’s Chancery Court reputation and corporate franchise situation will be tainted by Chancellor Bouchard’s ruling and the law needs to be corrected to prevent this kind of hard core decision from being implemented. Likewise, Representative Dan Short is quoted by Mordock as saying, “ The company’s dysfunction is the result of its own lack of corporate governance to resolve a bitter dispute between its leaders. The Chancery Court is using the tools available to it under Delaware law to untangle a knot TransPerfect tied for itself.” Again I disagree whole heartedly. Who said the court is responsible for untying a knot it never made. If Ms. Elting is unhappy there was nothing to stop her from selling her shares on the open market and there is still nothing stopping her today. Instead, it appears she consciously manufactured deadlock to use the court in an attempt to get a higher price than the market is willing to pay. The law needs to be changed to prevent a litigant from using false and questionable evidence to manipulate the court. The judge in New York threw out her case; why didn’t Bouchard? Who clearly benefits by not settling? Certainly not Phillip Shawe! The Truth that Media is Missing The company is not dysfunctional, and although there was no agreement in place between the two owners to resolve disputes, there are more reasonable options available to the Court in lieu of selling a very well working company. Just because the Chancellor has the authority “to kill the goose that laid the golden egg”, doesn’t mean he has to do it. Elting is using the court and Bouchard has either fallen for it or is subconsciously working to help his buddies involved (the law firm, the custodian who spends $5 million each year of TransPerfect money, etc.) The proposed law change makes sense. The problem here is, even though I respect Gary Simpson and Dan Short and consider them friends, they appear to have become “Establishment Politicians”. The entire Delaware Legislature should go to school on the amazing phenomenon of Donald Trump ( a bombastic, politically incorrect egocentric) and Bernie Sanders (a passionate Socialist) who both are resonating with millions of voters. People are hurting and they are sick of the “Status Quo” of the “Political Establishment” on both sides of the isle. Delaware is not exactly booming with a great economy or positive economic growth. This Chancery Court ruling by Andre Bouchard and rulings like it will only tend to hurt the State of Delaware economically. The law needs to be changed in this legislative session and there is a realistic bill on the table to do so. Delaware voters are watching and they are very frustrated. The election is coming up in November. As always your comments are welcome and subject to being forwarded. Respectfully submitted, Judson Bennett-Coastal Network      What is the Court of Equity in Delaware? Dear Friends, The Delaware Court of Chancery is supposed to be Delaware’s Equity Court. What is the definition of the word “Equity”? Equity is defined by Webster’s dictionary as “ the quality of being fair and impartial.” When there is a corporate dispute, involving a Delaware corporation, the Delaware Court of Chancery decides the case. The decision is supposed to be based on objective fairness involving reasonable decisions based on the evidence provided. All relevant evidence should be objectively considered. If it is not, then there is something radically wrong. So how does TransPerfect Fit in? This brings me to the TransPerfect Global case of which I have been writing aboutwhere there are obvious improprieties involving a questionable decision. Let’s put everything in a very simple perspective. The company is a translation company that nets over $500 million dollars per year. It employs about 4000 people. It has 90 offices world- wide. It is a Delaware Corporation. There are two equal owners who were once lovers. The owners Elizabeth Elting and Phil Shawe are at odds and do not get along. Now, the case: Elizabeth Elting (who vindictively) wants the company to be sold and Phil Shawe (who loves his company and cares about his employees) does not. Shawe has offered Elting 300 million dollars for her share which is more than she would get at a public action. If the company is sold, there is a good chance that many of the 4000 employees would lose their jobs. The presiding Judge is the Chief Chancellor named Andre Bouchard. Elizabeth Elting who brought the complaint before the court refuses to make a counter offer or agree to any reasonable negotiations out of what appears to be pure spite. It certainly looks as if she wants the company to go to public auction just to hurt Shawe. Chancellor Bouchard has ordered a temporary custodian (one of his buddies) to run the company during the interim. Elting’s attorney Kevin Shannon is a friend of the Chancellor and they appeared on a legal panel together in New Orleans while in the heart of this lawsuit. This custodian has threatened employees with job terminationthrough inter office directives not to discuss the case. Millions of dollars have been unnecessarily spent with this custodian at the helm (<$5 mIllion) usurping Shawe’s successful leadership which has been clearly proven by the company’s financial success over the years and by the testimony of many employees. There was no testimony on behalf of Elting. Evidence indicating some irregularities by Elting has not been allowed to be presented. Other substantial evidence on behalf of Shawe has been ignored. Granted, under normal circumstances, when two owners of a company cannot agree and there is no written agreement in place (which there isn’t), then the assets have to be sold or one partner buys out the other? However in this case, you have one partner who is willing to buy out the other for more than what her share is worth. Let me mention one more fact. Elting lied in a recent Forbes piece where she stated that in response to Shawe’s offer she told the custodian that she would offer more. It is a lie, and she is not offering to buy, nor is she willing to sell to Shawe. This is the key fact Bouchard ignores. He can force the mediation by telling the parties he will install a third board member to break any tie and then leave the case alone. The Questions Not Being Asked Therefore I ask the following questions:
  1. Why does Chancellor Bouchard not order Elting to settle or become a silent partner?
  2. Why would he order the sale of a viable company possibly costing thousands of employees their jobs?
  3. That being the case, why would someone want to incorporate in Delaware when this is the possible result?
I am a writer who has an interest in many things. I love to expose inequities when they are obvious. Having followed this case very carefully, there is no doubt in my mind that there have been suspicious irregularities in the way this case has been handled. There is certainly the appearance of improprieties. There has been no objective fairness, impartiality, or reasonable consideration which is the duty of this court. Elting’s lawyers even bragged about how this judge awarded everything to Elting and ignored Shawe, saying they felt it was not usual. There is certainly grounds for appeal to Delaware’s Supreme Court if this case is not equitably resolved. What a shame to have a successful business decimated because of a personal vendetta by one of the partners apparently supported for whatever reason by the Chief Chancellor. I hope justice prevails and TransPerfect remains intact as a shining example of the success of an American dream. These success stories are few and far between these days. Always on Delaware’s Side As always your comments are welcome and subject to being forwarded. Respectfully Submitted, JUDSON Bennett-Coastal Network  Rick Bell of Harvard Business Services Speaks Dear Friends, I received this e-mail from Rick Bell in response to the TransPerfect articleabout Chancellor Bouchard’s controversial ruling. Rick Bell, a former Lt Governor candidate, is Delaware’s foremost specialist on forming Delaware corporations worldwide. Rick also tells me that incorporations in Delaware are down 1.5 % and new business growth is way off. Bouchard’s actions will definitely hurt Delaware’s credibility. Below Rick Bell’s message is a News Journal article by Jeff Mordock. Please become aware of this disaster in the making by reading these articles. Call your state legislators and let them know how you feel. Harvard Business Services Harvard Business Services, Inc. Rick Bell’s Delawareinc.com | Source Rick Bell “Jud, As you know, we form Delaware companies for people. In fact, we form more than 15,000 new Delaware companies per year for people from all across the USA and all around the world. On a good day, we’ll form more than 50 new Delaware companies. There are many companies like ours, except we are different in that we form ONLY Delaware companies. Most of the other companies in this business will form a company in all 50 states. The Court of Chancery decision you are referring to is one of the most significant stumbling blocks to many entrepreneurs choosing Delaware. The decision may be justifiable to the chancellor, but it is a disaster for Delaware’s image. When people are making a decision as whether to choose Delaware or their home state, they take a leap of faith that Delaware will be better for them. Specifically, they perceive Delaware as protecting Directors and treating stockholders fairly. This case has everyone thinking that Delaware is unpredictable and makes rogue decisions that could literally assassinate your company even if you’ve been successful in the marketplace. If it is reversed by the Supreme Court Delaware will be better off.” Richard H. (Rick) Bell, II Chairman & CEO Harvard Business Services, Inc. 16192 Coastal Highway Lewes, Delaware 19958   Delaware is the Corp Capital   What should Judge Bouchard do?    This TransPerfect Case Just Gets More Tangled I have written several times about the TransPerfect Global fiasco; the one where Delaware’s Chief Chancellor Andre Bouchard ordered the sale of this very profitable company. A decision that will most likely result in the loss of jobs and even destabilization of the entire company. Here you have an American success story, and a Delaware Judge who has overstepped his authority by making an arbitrary and capricious decision, which is resulting in an un-American situation. This decision is not only bad for Delaware, butbad for America. What is even more interesting and disconcerting, the temporary custodian of the company appointed by Chancellor Bouchard has now decided to apparently inhibit/prevent employees of TransPerfect from exercising their First Amendment rights. Apparently, 600 employees of TransPerfect are openly speaking out about the Court’s decision and the happenings within the company. Please read the memo below that was sent to the Management Team of TransPerfect requiring spin to be propagated to employees and threatening disciplinary action including job termination. I was copied with this threatening memo by my internal source. Custodian: TransPerfect is Doing Very Well Custodian Robert Pincus, TransPerfect is performing "exceptionally well"   Custodian Robert Pincus says TransPerfect is doing well. If so, why is Bouchard looking to auction the firm?   Robert Pincus to TransPerfect Staff To the Management Team: TransPerfect is performing exceptionally well and growing quickly, thanks to your hard work. We are committed to keeping it that way, and our highest priority is supporting you and the continued success of the business. It has come to our attention that some of our employees have recently spoken with the media about the pending litigation between the shareholders of TransPerfect, and in some instances seemingly have sought to attempt to pressure the Delaware court. We believe that those actions are counterproductive and that they should stop. If you receive a call from a reporter or member of the media, our Company policy is now that you must refer that person to Joel Mostrom, who will respond directly or designate another spokesperson. We want to remind you, and we ask you to remind your colleagues, that: this policy covers all forms of responses to the media, including, without limitation, off-the-record and anonymous statements. Any deviation from this policy may lead to disciplinary action up to and including termination. Your strict adherence to this policy is expected, as well as appreciated by management and your colleagues. [TransPerfect Employee Handbook] The purpose of this policy is to avoid media and other actions that may negatively impact TransPerfect’s business. Please be mindful of the policy and its importance going forward. We ask each of you as our key managers and leaders to continue to focus on your responsibilities and serving the needs of our clients. All of our efforts should be aligned in that direction. To the extent that your colleagues have questions regarding the litigation, we have included the attached FAQs. Thank you. Frequently Asked Questions for Employees
  1. Is the Company definitely being sold and, if yes, when?
    1. The Delaware Court of Chancery ruled that the Company should be sold, and the Court is expected to make a determination about a sales process in the near future; however, the Court’s decisions will be subject to appeal, so there are no definitive answers to these questions at this time.
  2. I heard that the Company could potentially be “dissolved”—is that true?
    1. No—at least not in the conventional sense. While the Company’s ownership structure may change, the Company is expected to continue with business as usual. That is the best path to future value creation, and the Court has clearly indicated its intentions along those lines.
  3. Is any of this likely to impact the Company’s day-to-day business?
    1. No! A third director has been appointed by the Delaware Court of Chancery to help resolve any disagreements between the Company’s shareholders and to facilitate the continuation of TPG’s strong growth and success. A final resolution of the dispute between the shareholders will only help the Company. In the meantime, it is important that we all remain focused on serving the needs of our customers.
There you have it folks, your comments are welcome. Respectfully Submitted, JUDSON Bennett-Coastal Network Should Chancellor Bouchard Mandate a Sale of TransPerfect or Allow Parties to Settle? Top of Form Bottom of Form See results without voting Elting and Shawe Both Made Offers Shawe Offered $300M and Elting said she would Pay Shawe More | Source Important Stories to Sum up TransPerfect Case  

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

      One April 26, the employees of the New York-based translation services company sent two letters to Delaware Chief Chancellor Andre G. Bouchard; Peter C. Schwartzkopf, the speaker of the Delaware House of Representatives; other members of the Delaware house and the media to present their perspective before a final ruling in the case. And to inform the public of their situation, a group called 610 Employees of TransPerfect Globally ran radio ads on local Delaware stations and placed a two-page advertisement in the Delaware News Journal that reprinted the contents of each letter Hoping to save the company they work for, as well as their jobs, the employees wrote to the judge before he rules on the bizarre case currently before him. The case revolves around Elizabeth Elting, the co-chief executive officer of TransPerfect, who is suing the other co-CEO, Philip Shawe. Elting claims the two can’t work together anymore and that the company is unable to operate because of their dysfunction. Elting wants out of the private company she co-created and has co-owned with Shawe for the past 24 years. In 2013, TransPerfect became the third-largest translation services company in the world, the second largest in the U.S. and the largest privately held company in the $35 billion translation services industry. The firm has more than 4,000 employees in 100 cities on four continents. These experts translate more than 170 languages for a high-profile client list that includes USPS, IKEA, Johnson & Johnson, and Hilton Worldwide.   Shawe offered to buy her out and pay for her share of the company, which shockingly has no debt. However, Elting doesn’t believe she’s getting a fair offer for the company that last year posted revenues of $500 million and a profit of $80 million.   In order to get a what she considers a fair market price, Elting wants the company sold to the highest bidder. Unable to find a judge receptive to her case in New York state, she filed the lawsuit in Delaware, where the non-jury trial is now being decided by Bouchard.   Both sides in the case have rested and in October Bouchard issued a preliminary ruling in which he appointed a custodian to create an exit strategy for Elting that will get her the most money. The strategy consists of selling the company against Shawe’s wishes.   This means that for the first time in U.S. history, a private, profitable, and highly-successful company that has not been accused of any wrongdoing or impropriety is being taken over by the government. The judge is placing a middleman in charge of the situation for the purpose of dissolving the company and having it force-sold against the wishes of two out of three shareholders. Elting owns half, while Shawe and his mother own the other 50%. It also appears to be against the wishes of the employees who fear losing their well-paying jobs in a niche industry. So far, the employees have not received a response from Bouchard, who has issued a series of unprecedented decisions that are so unusual and blatantly one-sided that observers say they are not based on law and equity.   This case could have far-reaching repercussions for companies throughout the U.S. Bouchard’s actions have found little support and have actually drawn fire across the country. The Chancellor’s toughest and most notable critic to date has been former New York City Mayor Rudolph Giuliani. Giuliani, who also served as U.S. Attorney for the Southern District of New York, called Bouchard’s ruling an “un-American” decision, offering the notion that more time should be granted before the draconian “dissolution” and “force sale” decision becomes final.   With more than 850 jobs in New York, 2,300 jobs in the U.S. and 4,000 worldwide at stake, the world is watching and waiting for Bouchard to make his next move.        Chief Chancellor Excuses Potential Fraud and Could Force a Sale of a Viable Multi-million Dollar Company? Delaware’s rookie Chief Chancellor, Andre Bouchard, is casting a dark shadow over his 2-year run as the Chief Chancery Court Judge. This was evident in one of his most recent decisions where he ignored overwhelming evidence and a pattern of behavior that I wonder could border on the illegitimate? Instead, he chose to rule in favor of a single party (Elizabeth Elting) who happened to be represented by his buddy Kevin Shannon. This culminated in a decision that has the potential to ruin a company and destroy the jobs and careers of 4,000 hardworking employees worldwide, 2,300 of them in the United States, nearly 1,000 in the northeast, and set a chilling precedent that could destroy Delaware’s longstanding reputation as the capital of corporate America. Chancellor Andre BouchardBouchard wasted no time in leaving his mark on the court with one of his first big cases, Elting v. Shawe C.A. No. 9700-B. It makes it clear that Bouchard is going to do things his way whether or not the law and evidence agrees with him. This decision is not so surprising considering Bouchard’s history of cronyism at the Register of Wills office in Sussex County. This case couldn’t help but remind me about the piece I wrote, on April 8, 2016, when I learned that one of the attorneys was Kevin Shannon from Potter, Anderson and Corroon. Mr. Shannon and Chancellor Bouchard have an illustrious history together, both working on the infamous case “In Re The Walt Disney Company Derivative Litigation” when Bouchard was a practicing attorney. In that case, a derivative action was brought on behalf of the shareholders disputing the $100 million payout Disney gave to Michael Ovitz after he was fired. Bouchard represented Disney and Mr. Shannon represented a fellow Board member Sanford Litvack. Mr. Shannon and Chancellor Bouchard as recently as March 16, 2016 were co-panelists together in New Orleans at a Tulane University law panel. Considering Chancellor Bouchard’s history, it comes as no shock that Mr. Shannon’s client not only won the case but as far as I can see, every motion as well. He even held a hearing to sanction Mr. Shawe for, in part, reading his partner’s emails that were open and available on the company server – stating that the company privacy rules did not apply to her. Could this have been done as a means to make Shawe pay Elting’s outrageous buyout demands? For the record, as a few publications reported this week, Shawe offered her $300 million this week and if she declines or refuses to make a counter offer, this should tell any reasonable person which party wants to come to a settlement and which one is playing games? While I have fervently criticized Chancellor Bouchard in the past, it seems he has truly gone off his mandate in this instance by ignoring evidence indicating the possibility of tampering, and intent to take down a company from within? Instead he has focused on intemperate emails between the two partners to dissolve a thriving and profitable company, while ignoring suspicious irregularities whereby there were, according to Phil Shawe’s defense team, serious breaches of fiduciary duty? Employee Campaign In case you haven’t seen the case, which I’ve written about twice in recent weeks, let me sum it up for you here: Bouchard’s Delaware Court of Chancery ordered the sale of a $500 million profitable translation business because one of the partners who has a very limited role at the company claimed there was a deadlock. The fact that the company has been and continues to make record profits makes this decision all the more disturbing because this has never happened before in the history of Delaware! After reading the various papers in the court file it is very obvious in my opinion that Ms. Elting seems to be manufacturing deadlock and using the court to gain a payout she could never get if she sold her shares on the open market. So why is this a concern for the people and the great state of Delaware? Chancellor Bouchard is sending a message to corporate America that if you are having any squabbles at a board meeting then by incorporating in Delaware you risk the court selling your company out from under the rightful owners. The decision was so outrageous that former New York Mayor Rudy Giuliani chimed in and has been strongly critical of the decision. Giuliani said, “it is unAmerican for the court to break up a thriving successful company just because two directors are having some disagreements.” The last thing Delaware needs with all of its other economic problems is a mass exodus by corporate America. I applaud Giuliani’s efforts because someone needs to come to Delaware with a big broom and sweep out this mess. I said it before and I’ll say it again… the bottom line is that a very well politically connected lawyer who was appointed Chief Chancellor of the State of Delaware’s Chancery Court — even though he never served a single day on the bench, is in my opinion, making arbitrary decisions that seem to have no basis in law or fact. He apparently favors a single litigant (the plaintiff) whose attorney has a long-standing relationship with the Chancellor himself. This is indeed the appearance of an impropriety and most likely will be part of an appeal by Shawe’s legal team, if they so desire. From my perspective, I believe it is no coincidence that Chancellor Bouchard either got this totally wrong, or is making sure “his” people are taken care of. Nothing could be more compelling than the dissatisfaction of more than 600 employees of TransPerfect themselves who took out two full page ads in the Delaware News Journal expressing their opinion that there was no dysfunction at TransPerfect and that the Chancellor’s decision will inevitably result in the loss of many jobs, if not the total downfall of this extremely successful business. Chancellor Bouchard should know and care that people’s livelihoods are at stake and the corporate world is watching. This is his first big case, and it will not only define his career, but risks the future of Delaware as the state of choice for corporate America.

Open Letter to Chancellor Bouchard

Open Letter to Chancellor Andrew Bouchard   600 TransPerfect employees are urging Chancellor Bouchard to maintain the company management and leadership teams | Source Prepared by Judson Bennett Contact Judson Bennett References: Website for TransPerfect Global: http://www.transperfect.com/ Link to Conference in New Orleans: http://www.law.tulane.edu/tlsLifeAfterLS/Files/CLIAgenda-Revised.pdf Respectfully Submitted, JUDSON Bennett-Coastal Network What Should Chancellor Bouchard Do?   [polldaddy poll=9549700]    

Chancellor Andre Bouchard

 

Misguided Delaware Chancery Court Chancellor Andre Bouchard | Source

  Other News Stories on TransPerfect  Article about Rudolph Giuliani and Chancellor Bouchard Dear Chancellor Bouchard—An unAmerican decision that hurts Delaware’s corporate credibility The article linked here was written by Jeffrey Mordock at Delaware Online, and is a follow up to the looming decision that had been scheduled for Wednesday, April 27th by Delaware’s Chief Chancellor Andre Bouchard – who initially had seemed to be siding with one party, rather than take an equitable stance. The Court of Chancery is Delaware’s equity court and decides what is to happen when there are disputes or legal problems involving a Delaware Corporation. From the rulings so far, the indication was that Bouchard was going to make an extreme decision where a successful company will be forced to be sold. What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $500 million dollar company operating in New York City, that hires 4000 people, is being forced by the Chancery Court to be sold, just because one stockholder chooses to be ridiculously unreasonable? What if it is apparent that Delaware’s Chief Chancellor, Andre Bouchard refused to address the evidence presented to him? I call it inequitable, especially when the company will most likely be put up for sale and the many jobs may go overseas, thus risking putting 4,000 people out of work. Does this sound equitable? He balked at it instead. Is it right, is it fair to force a company to be sold and to put sanctions on one of the owners based on irrelevant and misleading information that has nothing to do with fairness. Is it not suspicious or at least the appearance of an impropriety when the presiding Judge who is the sole decision maker on this company’s outcome sits on an educational panel with the plaintiff’s attorney? The bottom line is that a single Judge named Andre Bouchard, Chief Chancellor of the State of Delaware’s Chancery Court is able to arbitrarily make or break a viable company. Seems un-American to this writer. Former Mayor Rudy Giuliani agrees—read the fascinating article below. Samuel Waltz, a writer for the Delaware Business Times, also wrote on this topic and explained the fact of Elizabeth Elting’s desire for a control premium, and how it seemed as if Chancellor Bouchard was considering offering it. Contact Judson Bennett References: Website for TransPerfect Global: http://www.transperfect.com/ Link to Conference in New Orleans: http://www.law.tulane.edu/tlsLifeAfterLS/Files/CLIAgenda-Revised.pdf Respectfully Submitted, JUDSON Bennett-Coastal Network Employees Rally to Save Company As the story continues, 600+ employees of TransPerfect rallied to save the company.They signed and mailed a public letter to Chancellor Bouchard begging not to permit the company the sale to an outsider, and paid for a two page ad featuring the public letter in a Delaware newspaper. On April 27, 2016, Chancellor Bouchard seemed to have yielded a little and taken heed of the various warnings. He blasted the idea of imposing an arbitrary non-compete on half owner Phillip Shawe and suggested he would not allow one. Bouchard also pushed his decision off 30 days and demanded that the parties settle it outside of his courtroom. Court Involvement Should Chancellor Bouchard Demand the two parties settle outside of court? Top of Form Bottom of Form See results without voting Elizabeth Elting’s Position One Elizabeth Elting, 50% owner of TransPerfect, seems to be holding up the equitable sale of TransPerfect. Phillip Shawe, the other owner, has offered her 50% of the value and Elting turned it down. She wanted Chancellor Bouchard to offer the control premium, impose a noncompete and force the company to an open sale – hoping to command higher than the $300M offered (higher than 50%).   Link to Rudolph Giuliani Article Jeffrey Mordock’s Article on the Hearing  
Full Page TransPerfect Employee Ad to Bouchard

Full Page TransPerfect Employee Ad to Bouchard

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