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Bouchard's Decision Can Hurt Delaware’s Corporate Credibility
Article about Rudolph Giuliani and Chancellor Bouchard
Dear Chancellor Bouchard—An unAmerican decision that hurts Delaware’s corporate credibility
The article linked here was written by Jeffrey Mordock at Delaware Online, and is a follow up to the looming decision that had been scheduled for Wednesday, April 27th by Delaware’s Chief Chancellor Andre Bouchard - who initially had seemed to be siding with one party, rather than take an equitable stance. The Court of Chancery is Delaware’s equity court and decides what is to happen when there are disputes or legal problems involving a Delaware Corporation. From the rulings so far, the indication was that Bouchard was going to make an extreme decision where a successful company will be forced to be sold.
What would you call a situation where a Delaware Corporation named TransPerfect Global, a very successful $500 million dollar company operating in New York City, that hires 4000 people, is being forced by the Chancery Court to be sold, just because one stockholder chooses to be ridiculously unreasonable?
What if it is apparent that Delaware’s Chief Chancellor, Andre Bouchard refused to address the evidence presented to him? I call it inequitable, especially when the company will most likely be put up for sale and the many jobs may go overseas, thus risking putting 4,000 people out of work. Does this sound equitable? He balked at it instead.
Is it right, is it fair to force a company to be sold and to put sanctions on one of the owners based on irrelevant and misleading information that has nothing to do with fairness. Is it not suspicious or at least the appearance of an impropriety when the presiding Judge who is the sole decision maker on this company’s outcome sits on an educational panel with the plaintiff’s attorney?
The bottom line is that a single Judge named Andre Bouchard, Chief Chancellor of the State of Delaware’s Chancery Court is able to arbitrarily make or break a viable company. Seems un-American to this writer. Former Mayor Rudy Giuliani agrees—read the fascinating article below.
Samuel Waltz, a writer for the Delaware Business Times, also wrote on this topic and explained the fact of Elizabeth Elting's desire for a control premium, and how it seemed as if Chancellor Bouchard was considering offering it.
Contact Judson Bennett
Employees Rally to Save Company
As the story continues, 600+ employees of TransPerfect rallied to save the company. They signed and mailed a public letter to Chancellor Bouchard begging not to permit the company the sale to an outsider, and paid for a two page ad featuring the public letter in a Delaware newspaper.
On April 27, 2016, Chancellor Bouchard seemed to have yielded a little and taken heed of the various warnings. He blasted the idea of imposing an arbitrary non-compete on half owner Phillip Shawe and suggested he would not allow one. Bouchard also pushed his decision off 30 days and demanded that the parties settle it outside of his courtroom.
Should Chancellor Bouchard Demand the two parties settle outside of court?
Elizabeth Elting's Position
One Elizabeth Elting, 50% owner of TransPerfect, seems to be holding up the equitable sale of TransPerfect. Phillip Shawe, the other owner, has offered her 50% of the value and Elting turned it down. She wanted Chancellor Bouchard to offer the control premium, impose a noncompete and force the company to an open sale - hoping to command higher than the $300M offered (higher than 50%).
Link to Rudolph Giuliani Article
- Giuliani steps into 'business divorce case in Chancery - Delaware Business Times
Former NYC mayor tries to prevent dissolution of TransPerfect.
Jeffrey Mordock's Article on the Hearing
- Giuliani blasts Delaware court for decision in lover's spat
A Delaware Court has come under fire for ordering the sale of a successful company started by warring former lovers.