Kramer Levin client Elizabeth Elting, the co-founder and co-CEO of TransPerfect Global Inc., achieved a complete victory in February 2017, when the Delaware Supreme Court upheld the Court of Chancery’s decision to order the sale of the company. In a separate opinion, the Supreme Court also affirmed the Court of Chancery’s decision awarding Ms. Elting $7.1 million in legal fees and expenses as a sanction against her business partner and adversary in the litigation, Philip Shawe.
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. She also 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. TransPerfect is 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 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 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 enabled the sale process to move forward.