Philip Shaw blasts action by Senate committee
Citizens for a Pro-Business Delaware vows to continue its efforts to pass a new law in Delaware, despite fading prospects for a vote in this legislative session.
In the meantime, a leading figure in the case blasted the decision by the Senate committee.
The law, which would provide a three-year cooling off period for disputed sales of profitable companies, did not move forward this week to the Senate floor. The law centers on the deadlock over control of New York City-based TransPerfect.
Citizens made their case while holding a rally in Dover this week.
TransPerfect founders, Philip Shawe and Elizabeth Elting and Shawe’s mother, Shirley have been engaged in the high-profile battle for control that led Delaware Chancellor Andre Bouchard to set in motion the sale of the company.
Elting has appeared to favor Bouchard’s orders.
Shawe released the following regarding the move in Dover.
Shawe said, “In my opinion, the failure of the Delaware Bar Association to make any arguments on the merits against the proposed bill is telling. I believe that their basing their recommendation solely on potential ‘Embarrassment of Court’ is, in effect, a dereliction of duty. Legislatures always make the laws and judges interpret those laws; not the other way around. For anyone to claim that a change to laws which affects the Chancery’s power would undermine the Court, flies in the face of the General Assembly that actually wrote the laws which govern the Chancery to this day.”
Shawe continued, “Senate Bill 53 should be weighed on the merits of the bill and whether it could positively or negatively impact stakeholders under Delaware’s General Business Laws, not merely whether a legislative change of any kind could potentially hurt the Chancery’s reputation.”
Phil Shawe went on to claim that “it was clear that they had very little idea of the actual facts of the TransPerfect case, and the deficiency in the law that it has brought to light. The Bar Association’s spokespeople and the opposing senators cited incorrect details, and minimized the case as a lover’s squabble.”
Phil Shaw asserted that he has made over 20 offers, including a fully-financed generous offer to buy his co-founder Elizabeth Elting’s shares.
Phil Shaw and Elting are a former couple who broke up a long time ago. They managed to serve as co-CEOs of the company for many years before conflicts led to the current situation.
A clearly frustrated Bouchard also appointed a retired chancellor to undertake a mediation effort regarding the dispute which has resulted in a dozen lawsuits.
“This is too important for Delaware’s economy and we are not going away. Already thousands of citizens have contacted their legislators and are being ignored. We plan on doing, even more, voter outreach to Poore, McBride and Bushweller over the next 10-20 days. That includes more TV, radio, mail and canvassing in their districts and across the state,” said Chris Coffey, campaign manager of the group.
Coffey added, “This issue deserves a full vote in the Senate and if that doesn’t happen, we will spend the summer fully educating voters statewide, but especially in the districts that would not grant us a full vote. We are not going away without a floor vote.”
Citizens for a Pro-Business Delaware has waged an all-out effort for the bill and managed to gain the endorsement of the state’s largest newspaper, The News Journal.
A strong supporter of their efforts in Dover is former Republican gubernatorial candidate and State Senator from Dover Colin Bonini.
However, the state’s powerful corporate legal-incorporation community has not been swayed by their arguments.
Citizens for a Pro-Business is comprised of TransPerfect employees and Delaware supporters of the their effort. Employees are worried that selling the company at a premium price will lead to mass layoffs as new owners attempt to recoup their investment.
Their argument is that the impasse threatens Delaware’s status as a corporate legal center. Detractors agree, but argue that an owner of the company has the right to seek a sale when a 50-50 deadlock takes place.
A receiver appointed by Bouchard has demanded that the group reveal the source of its funds, with the group saying that disclosure would violate its constitutional rights.
