Did TransPerfect’s Shawe get a fair shake in sales dispute?


Phil Shawe is passionate about TransPerfect.

That comes through when he talks about the legal battle that has made its way to Chancery Court.

Shawe discussed the case in a phone interview late last year.

With his lawyer listening in, Shawe said he could not discuss some aspects of the case, such as the employee group Citizens for a Pro-Business Delaware and reports that the company could fetch $1 billion.

Still, he pressed his case for getting a Delaware court out of the business of selling the New York City company.

Shawe and Elizabeth Elting founded the company that has taken a leadership position in the industry. Although their personal relationship ended long ago, the former couple served as co-CEOs of the company for many years as 50-50 partners.

Their business relationship deteriorated, and Shawe made a $300 million offer for Elting’s stake in the company. The offer was rejected, and the matter eventually made its way to Chancery Court.

Chancellor Andre Bouchard set in motion the process of selling the company and Shawe filed an appeal with the State Supreme Court.

Shawe is also facing a $7 million Chancery civil penalty over his actions regarding the sale.

Elting filed an answer to Shaw’s appeal that suggests the dispute is beginning to leave to employee departures and other problems.

Shawe denies that the legal battle is having a negative impact on the company.

He points out that TransPerfect has periodically announced its continued growth in press releases that feature quotes from Shawe and Elting.

Shawe also believes the media has not told the entire story about the TransPerfect battle.

The dispute has been widely portrayed as a “War of the Roses,” with neither side giving ground and Bouchard forced to make a decision to sell the company

Court filings provided by Shawe’s public relations representative indicate that both parties were interested in buying out the other’s interest before the legal battle took place.

Shawe notes that nothing stops Elting from asking him to make a counteroffer, selling her share of the business to someone else or even offering to buy out Shawe’s stake.

The counter-argument would be that a would-be buyer other than Shawe would not pay top-dollar for a 50-50 share that would still leave control of the company in limbo.

Shawe’s case for the $300 million offer may have been bolstered by news this month that TransPerfect competitor Lionbridge agreed to a $350 million buyout offer from a private equity firm. That is well below the widely reported $1 billion price tag for TransPerfect.

One question mark involves Shawe’s ability to finance the deal.

Meanwhile, a group of TransPerfect employees have formed Citizens for a Pro-Business Delaware.

The group is seeking legislation that would delay any deal arguing that a forced sale of a growing, profitable company is not fair to employees.

A premium price would result in the loss of jobs as new owners cut expenses, the group believes.

Citizens claims its free speech rights have been violated by a Chancery-appointed receiver who has ordered no discussion within the company about a sale

Meanwhile, Shawe holds out hope that the estranged owners can work something a deal that stops short of a forced sale. In the meantime, he is hoping the state Supreme Court will strike down Chancery’s decision.

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