In re TransPerfect Global, Inc.

• Court: Court of Chancery of Delaware
• Decided: March 8, 2017
• Docket: CA 9700-CB, 10449-CB
• Status: Published

Opinion

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