Delaware’s Chancellor Andre Bouchard ruled out a shareholder meeting that could theoretically cede control of TransPerfect to 50 percent owner Elizabeth Elting.
Elting and Philip Shawe have been unable to resolve an impasse over control of the company, with Bouchard setting into motion the process of selling the company.
Shirley Shawe, Philip Shawe’s mother, has a one percent stake in the translation and business services company. Philip Shwe has 49 percent.
Elting has rejected a demand by Shirley Shawe to hold a shareholders meeting. Shirley Shawe has ofered her the one percent stake.
Bouchard did appoint a mediator. However, the legal wrangling over control of the company has continued with numerous motions and an unsuccessful appeal to the state Supreme Court, which ruled in Elting’s favor.
“In effect, the Chancellor ruled that his prior order may not be disturbed by compromise – even where the relief initially requested by Elizabeth Elting (control free of Philip Shawe) is within reach and would result in less drastic court intervention,” a release from Shawe’s representatives stated.
Martin Russo, attorney for Shirley Shawe, said, “Delaware’s Chief Justice (Leo) Strine has held in the past that a shareholder had three basic rights – to sell, vote and sue. Chancellor Bouchard, by effectively denying Shirley Shawe’s 211 motion, has deprived her of the right to vote her share, and shut down channels available to resolve the single issue that this entire case is based on – alleged deadlock. The chancellor is serving no public purpose, that otherwise enriching Elting by creating an exit strategy that she did not bargain for.”
Shirley Shawe said, “Chancellor Bouchard has exhausted enough from TransPerfect. I have the statutory right to vote to end deadlock — he should permit me to do so.”
Also involved in the dispute is Citizens for a Pro-Business Delaware, which says it is comprised of TransPerfect employees and Delaware residents.
The group has been pushing for a law that would create a three-year cooling off period when it comes disputed sales of profitable companies. It has also attacked what it views as excessive costs paid to the court-ordered custodian, who is working on the sale of the company.