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Feb. 14, 2017

Delaware Supreme Court Upholds Chancery Court’s Decision in Favor of TransPerfect’s Elizabeth Elting

On Feb. 13, the Delaware Supreme Court upheld the Court of Chancery’s decision to order the sale of TransPerfect Global Inc., the world's largest privately held language services company, with more than 4,000 employees in 30 countries and more than $500 million in annual revenues. In a separate opinion, the Supreme Court also affirmed the Court of Chancery's decision awarding Kramer Levin client Elizabeth Elting $7.1 million in legal fees and expenses as a monetary sanction against her adversary in the litigation. These rulings represent a complete victory for Ms. Elting, who had sought a "business divorce" from her co-owner and co-CEO of TransPerfect, Philip Shawe.

Lacking a contractual route to relief, Ms. Elting sued Mr. Shawe in May 2014 for the appointment of a custodian under Delaware's corporate laws based on irreconcilable shareholder and director deadlock. In addition, she sought to empower the custodian to put the company up for sale—an extraordinary form of relief for a profitable company of TransPerfect's size.

In August 2015, following a six-day trial in the Court of Chancery, Chancellor Andre G. Bouchard appointed a custodian to sell the company in order to maximize value for the shareholders while continuing the business as a going concern, dismissed all of Shawe's claims against Ms. Elting, and also ordered the dissolution of a separate LLC held by the parties – granting Ms. Elting all of the relief she had sought in the case. Chancellor Bouchard subsequently imposed the $7.1 million sanction against Mr. Shawe.

The Supreme Court rulings put an end to the nearly three-year dispute and enable the sale process to move forward.

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