COURT OF CHANCERY
OF THE
STATE OF DELAWARE
ANDRE G. BOUCHARD Leonard L. Williams Justice Center
CHANCELLOR 500 N. King Street, Suite 11400
Wilmington, Delaware 19801-3734
Date Submitted: March 3, 2017
Date Decided: March 8, 2017
Kevin R. Shannon, Esquire Peter B. Ladig, Esquire
Potter Anderson & Corroon LLP Morris James LLP
1313 North Market Street 500 Delaware Avenue, Suite 1500
Wilmington, DE 19899 Wilmington, DE 19801
Lisa A. Schmidt, Esquire David L. Finger, Esquire
Richards, Layton & Finger, P.A. Finger & Slanina LLC
920 North King Street 1201 N. Orange Street, 7th Floor
Wilmington, DE 19801 Wilmington, DE 19801
Jeremy D. Eicher, Esquire Jennifer C. Voss, Esquire
Cooch & Taylor, PA Skadden Arps Slate Meagher & Flom LLP
1000 West Street, 10th Floor One Rodney Square
Wilmington, DE 19801 Wilmington, DE 19899
RE: In re: TransPerfect Global, Inc.
Civil Action No. 9700-CB
Elizabeth Elting v. Philip R. Shawe, et al.
Civil Action No. 10449-CB
Dear Counsel:
On March 1, 2017, Philip R. Shawe and Shirley Shawe filed a motion to
amend the Sale Order entered on July 18, 2016 (“Motion”). The Motion is denied.
Briefly by way of background, entry of the Sale Order was the product of
more than two years of litigation involving a trial on the merits and an extensive
In re TransPerfect Global, Inc., et al.
C.A. Nos. 9700, 10449-CB
March 8, 2017
Page 2 of 3
process of briefing and argument over many months during which all parties had
ample opportunity to be heard. The Delaware Supreme Court has now affirmed the
Sale Order. On February 6, 2017, while the Shawes’ appeal of the Sale Order was
pending, the Court entered an Order in response to a prior request by Mr. Shawe to
modify the Sale Order, stating as follows:
In the future, depending on the outcome of the appeal, any application
to modify one of the Court’s orders in this action should be filed by
formal motion with citation to the relevant rule(s) and authorities
explaining the grounds for the Court to consider such modification.
See, e.g., Ch. Ct. R. 59(e)-(f), 60.
The Motion makes no effort to comply with this requirement and thus is legally
defective.
In the Motion, the Shawes request “alternatively” that the Court determine
that the Custodian abused his discretion by refusing to recommend to the Court over
Ms. Elting’s objection certain changes to the Sale Order that would impose
restrictions and conditions on the sale process to the Shawes’ liking. This request is
frivolous on its face and will not be entertained.
Paragraph 18 of the Sale Order requires that the consummation of any
transaction “shall be expressly conditioned upon and subject to the approval of the
Court.” It also sets forth a process for the parties to submit at that time any objections
to the sale process or the terms of a proposed transaction, which the Court will then
In re TransPerfect Global, Inc., et al.
C.A. Nos. 9700, 10449-CB
March 8, 2017
Page 3 of 3
consider and after which the parties may pursue appellate review. Accordingly, the
Shawes and Ms. Elting will have the opportunity in the future to present any good
faith objections they wish to make to the sale process and any proposed transaction
that results therefrom.
IT IS SO ORDERED.
Sincerely,
/s/ Andre G. Bouchard
Chancellor
AGB/gm