Del. Supreme Court Eyes April Decision in TransPerfect Appeal
The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting's challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company's board.
February 28, 2018 at 06:09 PM
3 minute read
Elizabeth Elting, co-founder and co-CEO of TransPerfect.
The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting's challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company's board.
In a two-page order, Chief Judge Leo E. Strine Jr. granted Elting's motion to expedite her appeal, after Chancellor Andre G. Bouchard earlier this month approved the $770 million sale of the profitable translation-services company to co-founder and CEO Philip R. Shawe.
Fast-tracked briefing is scheduled to begin March 7, with a final decision expected the following month.
“The matter will be scheduled for decision by the court on the basis of the briefs on April 18, 2018,” Strine wrote.
Elting's appeal could finally mark the end to nearly four years of tumultuous litigation over the company that Elting and Shawe launched from a college dorm room in 1992.
Elting prevailed in her bid to have the company sold amid intractable deadlock stemming from deep personal rifts between its two founders. But she was handed a bitter defeat on Feb. 15, when Bouchard approved a court-appointed custodian's plan to sell her 50 percent stake to Shawe following a modified auction.
Elting had tried to unravel the agreement and force Robert B. Pincus, the custodian in charge of the sale, back to the negotiating table. She argued that Shawe's conduct throughout the case had compromised Pincus' impartiality and caused him to ignore a better offer from an outside party.
Bouchard, however, said there was no merit to the claims, and he noted the irony in Elting's opposition to the result of an auction that she had requested in the first place.
“The undercurrent of her opposition reflects an apparent, deep-seated frustration with the fact that the winner of the auction was Shawe—who Elting has battled for years and who seems to engage in litigation as a way of life,” Bouchard wrote in a 70-page memorandum opinion.
“But Shawe also is the person Elting chose to go into business with when she formed the company and, as much as Elting might wish it were otherwise, Shawe was a core part of TransPerfect's operative reality when Elting asked that the company be sold.”
According to the ruling, Elting is expected to receive $287 million in net proceeds after taxes in the deal.
Elting filed her appeal to the Supreme Court on Feb. 21.
Shawe did not oppose Elting's request for expedited proceedings, but asked for an even shorter timeline, citing an already substantial delay between Pincus' recommendation on Dec. 1 to Bouchard's ruling more than two months later.
Shawe said there was still work to be done before the deal's June 30 closing date, and he emphasized that the “continued uncertainty of this nearly four-year-old litigation is taking its toll on [TransPerfect], which needs to be relieved as soon as possible.”
On Tuesday, Strine accepted Elting's proposed schedule, giving Shawe two weeks to answer her opening brief. Elting's final round of briefing is due April 4, according to the order.
An attorney for Elting did not return a call seeking comment on Wednesday, and Shawe's spokesman did not immediately provide comment on the appeal process.
The case, on appeal, is captioned Elting v. Shawe.
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