TransPerfect Has Incorporated in Nevada After Long Battle in Del. Over Forced Sale
TransPerfect confirmed the move as Philip Shawe, the software company CEO, was set to attend an event billed as a "deep dive into a notorious Delaware court case," according to the Wilmington History Society. His company will likely never litigate again in the First State.
October 17, 2018 at 04:55 PM
4 minute read
The original version of this story was published on Delaware Law Weekly
TransPerfect confirmed Wednesday that it has moved its state of incorporation to Nevada, as its founder and CEO Philip R. Shawe was set to return to Wilmington on Wednesday to discuss one of the most vexing and contentious cases in the recent history of Delaware's Chancery Court.
The translation software company, previously incorporated in Delaware and the subject of a rare forced sale of a going concern when its directors deadlocked, chose Nevada as its new state of incorporation in late summer, a TransPerfect spokesman said.
The spokesman confirmed that Shawe would attend an event Wednesday night at Wilmington's Chelsea Tavern on the ”evolving role of city government in promoting economic development.” The event, hosted by the Wilmington History Society, was advertised as a “Deep Dive Into a Notorious Delaware Court Case,” according to the group's website.
“We're not looking to raise a fuss,” the spokesman said. “We're not going in challenging mode. We're going to listen to other people.”
The event in Wilmington was scheduled to begin at 6 p.m., and at press time Shawe was en route from TransPerfect's New York headquarters.
Shawe's return Wednesday evening marked the first time the outspoken executive has publicly appeared in Delaware since the conclusion of a years-long legal battle with TransPerfect co-founder Elizabeth Elting, to whom Shawe was once engaged.
Shawe prevailed in the case earlier this year, when the Delaware Supreme Court gave final approval to a deal handing Shawe full control of TransPerfect after Chancery Court Chancellor Andre G. Bouchard ordered the company to be sold in a court-ordered auction to break the intractable corporate deadlock between the firm's warring co-founders.
Shawe, who initially opposed Elting's petition to dissolve the company, had been fiercely critical of Bouchard's handling of the case, which featured a record sanctions award and a brief shouting match between Shawe attorney Alan Dershowitz and Supreme Court Chief Justice Leo E. Strine Jr. Shawe and his team even targeted Bouchard and the custodian appointed to oversee the sale in separate lawsuits and in statements attacking their integrity.
In August, Shawe announced that he had moved TransPerfect's corporate domicile from the First State to Nevada—a move that would ensure the company would not have to litigate its internal corporate disputes in Delaware again.
Wednesday's event is the sixth meeting of the Wilmington History Society, which hosts monthly gatherings designed to “generate civic engagement in Wilmington, in a community setting,” Nathan Field, the group's co-founder, said in an interview.
The group's last meeting, on presidential visits to Wilmington, drew a crowd of about 25 people, and Field said he was expecting an audience of “at least 30″ for the TransPerfect discussion Wednesday night.
Field, who now works for a family construction business, said the idea to feature the TransPerfect litigation came from regular attendee Jacob Jeifa, a University of Delaware graduate and researcher at the university's Weinberg Center for Corporate Governance, who studied the case and is scheduled to moderate the discussion.
The Wilmington History Society generally tries to avoid divisive issues in an age of hyper-partisan polarization, and Field said the plan was not to re-litigate the case. However, he did expect some attorneys who were involved in the case to be in attendance.
“We're not looking for fireworks,” he said, “but if the guy who made the case is going to be there, then that's going to be noteworthy.”
Shawe was not originally slated to attend the event , but he later committed after his spokesman read about it in a post on a local Delaware blog, Field said.
Jeifa said he planned to briefly introduce the case and provide an overview of its ramifications for Delaware before turning things over for a group discussion. However, Shawe's decision to attend, Jeifa said, did come as a pleasant surprise that promised to bring an added layer of excitement to the evening.
“I figured [Shawe] wasn't going to come to a basement bar in Wilmington to hear who's talking about him now,” he said.
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