TransPerfect Shareholder Places Ad Hitting Joe Biden Over Alleged Support for Chancery Court
Shirley Shawe, a shareholder of TransPerfect and the mother of CEO Philip R. Shawe, has spent $500,000 on an ad criticizing Biden, a frontrunner for the Democratic nomination and longtime U.S. Senator from Delaware, for his alleged support of the Delaware Court of Chancery.
August 29, 2019 at 05:50 PM
6 minute read
One of the most vexing and contentious business disputes in the history of the Delaware Chancery Court has now sparked a kerfuffle for former Vice President Joe Biden as he runs for president.
Shirley Shawe, a shareholder of TransPerfect and the mother of CEO Philip R. Shawe, has spent $500,000 on an ad criticizing Biden, a frontrunner for the Democratic nomination and longtime U.S. Senator from Delaware, for his alleged support of the Delaware Court of Chancery, which oversaw a protracted legal battle between the Shawes and a former part owner that resulted in the rare forced sale of the company. The 60-second ad, which is highly critical of the Chancery Court, is set to run in the battleground states of Iowa and New Hampshire.
The ad begins with Biden, who represented Delaware in the U.S. Senate for 36 years, appearing to offer praise for the Chancery Court during a Senate Judiciary Committee meeting. The ad then goes on to criticize the court as lacking transparency and accountability and then names Delaware Court of Chancery Chancellor Andre G. Bouchard, saying the court has resisted "every attempt to bring much needed transparency into the court."
"The Delaware court is too male and too white, and it's anything but open," the voice on the ad said.
The ad then shows footage of Sen. Elizabeth Warren, D-Massachusetts, who is also a front-runner for the Democratic ticket in 2020, in which she appears to be criticizing the court.
"We agree with Elizabeth Warren," the voice on the ad says. "It's time to shine a light on the Chancery Court. Joe Biden supports a judicial system which cuts out thousands of people who end up hurt by the court's decisions."
Shawe, in emailed responses to questions, was highly critical of Bouchard, saying that, during the legal dispute, "my constitutional rights were trampled and my private property was seized by the Delaware government and put up to auction—and part of the justification for this was my age."
The ad, she said, was aimed at bringing transparency and public awareness about the court, and to "encourage the candidates to drive reform."
Both the Biden and Warren campaigns have called for the ads to be taken down, CBS News has reported.
"The ad misrepresents Vice President Biden's position in this exchange from 2005 by manipulating footage to suggest he means one court when he means another," Jamal Brown, a spokesman for the Biden campaign, said in an email to the Delaware Business Court Insider. "It's a clear reminder of the way that third party money poisons our politics with false attack ads and it has no place in this race."
Warren's campaign did not return a message seeking comment.
The case was marked by both its unusual nature and the legal firepower brought to bear by both Shawe and Elting throughout the proceedings. Among other things, the court fight featured a record sanctions award, a brief shouting match between Shawe attorney Alan Dershowitz and Supreme Court Chief Justice Leo E. Strine Jr., and statements attacking the integrity of Bouchard and Robert B. Pincus, the court appointed custodian who initially recommended that Shawe acquire Elting's shares, according to previous reporting in the Delaware Business Court Insider.
Although the Supreme Court's 2018 decision was the end to the official proceedings stemming from the sale, it did not end the bad blood between the Shawes and the court, and in October Shawe moved the company's state of incorporation from Delaware to Nevada, citing the state's legal establishment as the reason. More recently, the company also sued Pincus, who was a partner at Skadden, Arps, Slate, Meagher & Flom during the sale, over disputed fees, saying it was never given access to sealed invoices or itemized bills.
Shirley Shawe, who owns 1% of TransPerfect while Philip Shawe owns the other 99%, cited the payments in her call for greater transparency.
"We are required to pay these bills by the court order, yet we are not allowed to see them, or even know what this work is for," she said to the Delaware Business Court Insider.
Some members of Delaware's legal community, however, characterized Shawe's recent attack on Biden and the court as more sour grapes than a legitimate complaint about the system.
Francis Pileggi, vice chair of Eckert Seamans Cherin & Mellott's commercial litigation practice, said that the number of top-tier companies and attorneys choosing Delaware as their place of incorporation was evidence that the courts are fair.
"If those sophisticated, numerous parties did not think that the Delaware Court of Chancery was a fair, reasonable and effective forum to resolve their most important business disputes, they likely would not incorporate their companies here," Pileggi said, adding that the court's decisions are also subject to review by the state Supreme Court. "If you're attacking the Delaware Court of Chancery, by implication, you also have to acknowledge that you have a problem with the Delaware Supreme Court."
Widener University Delaware Law School professor Lawrence Hamermesh acknowledged Shawe's criticism about the diversity of the bench and, noting that the last two appointments to the court were women, said that is an area the court should continue to improve upon. However, he said, the diversity problem cut across the legal community, and singling out the court, or Bouchard in particular, was unfair.
The Chancery Court's current lineup includes four men and three women.
"In a world where it's increasingly common to find unfair discourse that stretches truth, it's particularly offense to me, when it's about an institution that I care about, to see that kind f conduct," Hamermesh said.
In her response to questions, Shawe said those who say the ad is unfair are either "feeding off the existing Chancery regime, or that they are terribly uninformed about the injustices regularly perpetrated by this court."
"Cronyism and corruption are two major reasons why courts of equity have been abolished in almost every other state," she said.
Court watchers, however, were also unsure that the ad would have much resonance with the public.
"[The Chancery Court] might be visible, but I don't think it's high on people's list of concerns," Hamermesh said. "I don't understand what they get out of it. It's almost, to me, an irrational use of money. I don't know what they're accomplishing except making people like me extremely irritated."
A spokesman for the Chancery Court declined to comment for the story.
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