In a dramatic turn of events, TransPerfect minority owner Shirley Shawe has elected to vote her 1 percent ownership interest with co-owner Elizabeth Elting to break the board deadlock and effectively permit Elting to elect her slate of candidates to the Board of Directors of TransPerfect Global.
The plan could effectively end Delaware Chancery Court’s role in the ordering of the sale of the company that provides language translation and other business services.
Shawe is the mother of Phil Shaw, who owns 49 percent of the company. Shawe and Elting have been unable to come up with a plan for control of the company. Shawe has fought efforts by Chancery Court to order the sale of the company
Shirley Shawe proposed changes to the director election process which permanently eliminate the possibility of board deadlock and render a sale of the company unnecessary, thereby protecting 4000 jobs. TransPerfect is based in New York City.
A release on the announcement was silent on the role of Shawe’s son Phil in TransPerfect.
However, Phil Shawe issued the following statement:
“Giving the control that Shirley’s share provides to Liz would certainly answer the concern of perceived deadlock that got us to this point. If it saves the company, the jobs, and protects TransPerfect’s employees, I view it as a better option than a public sale.”
Employees had worried that a forced sale of the company at a premium price would lead to job cuts to cut costs and recoup some of the investment.
One estimate indicated the company fetch $1 billion. However, the sale of a competitor went for far less than that amount.
The process supported by Shirley Shawe will enable Elting to elect five new board members with staggered terms and the ability to break shareholder deadlock in future elections.
Shirley Shawe said, “This is one of the most difficult decisions I’ve ever had to make, but this has gone on for too long, and there are too many people’s lives on hold. The obvious answer lies in my share, so in the spirit of compromise and for the benefit of the corporation I will vote with Liz to elect directors and adopt a plan to ensure that director deadlock can never exist in the future. It is my hope that today’s decision will allow the company to move forward. I hope that Ms. Elting will embrace this offer.”
Shawe confirmed that she will vote as necessary to adopt the changes and ensure that there will be no further director deadlock now or in the future.
The Board will meet and Shirley Shawe will call for a Shareholder Meeting to put forth her plan to support to Elting. If the Chancery allows this plan to move forward, it will not only end the
If the Chancery allows this plan to move forward, it will not only end the deadlock, but also end the Delaware litigation.
