Delaware Chancellor Andre Bouchard has ordered the sale of New York-based TransPerfect in a case that has drawn national attention and spurred an effort from an employee group to change the law that allows Delaware to deal with the case.
Click on the link below to view the ruling.
06-21-16 shawe elting letter decision 9700 10449 — revised
Delaware Chancery Court is the nation’s leading corporate court and stems from a large number of companies that incorporate in the state.
Bouchard had earlier appointed a custodian “trustee” to oversee a sale and used advisory firms to provide advice and estimate the company’s value.
The custodian recommended the use of a broad modified auction A modified auction “allows each stockholder to solicit third-party investors as partners in an acquisition of TransPerfect, with the custodian working with outside bidders who are interested in purchasing TransPerfect but not necessarily interested in partnering with an existing stockholder in connection with any acquisition.”
Elizabeth Elting and Philip R Shawe founded the company and each controlled about half of its stock. They operated the company for many years under the arrangement until they found they could not get along with one another when running the profitable translation business.
When no sales agreement could be reached, the matter went to Chancery Court. The TransPerfect website still lists Elting and Shawe as co-CEOs.
Owners Philip R. Shawe and wife Shirley Shawe, who together controlled 50 percent of the stock objected to the sales option offered by the custodian. Elting did not object to the modified auction.
Meanwhile, a group purporting to represent employees has taken out newspaper ads and launched a direct mail campaign to convince legislators to stop what they view as judicial overreach that came when Bouchard ordered the sale. The group, which operates a website , Delawareforbusiness.org claims the sale will harm the state’s status as an incorporation center.
The group received report from former New York City Mayor Rudy Guiliani.
