Shirley Shawe Filed an Answer to Elting Motion: Charging TransPerfect Co-CEO Liz Elting With Refusing Control, Violating Corporate By-laws and Ignoring Chancery Court's Advice to Seek Consensual Resolution

WILMINGTON, Del., May 18, 2017 /PRNewswire/ -- On Wednesday evening, Shirley Shawe filed her official answer to TransPerfect co-CEO Elizabeth Elting's motion opposing Ms. Shawe's Section 211 Action. In this filing, Shawe claimed that, by filing a Motion for Sanctions for her request to convene a required Annual Board Meeting, Elting has violated company bylaws and has forced the company to assume additional legal costs.  Last month, Shirley Shawe filed a motion to call an Annual Meeting of TransPerfect Directors, as required by the company's bylaws. Under terms offered by Ms. Shawe to relinquish her voting rights, the meeting would provide Elting the opportunity to gain full control of TransPerfect, thus ending the continued deadlock in the dispute.

If adopted at the Annual Meeting, Ms. Shawe's proposal would give Elting exactly what she has professed to want —complete control of TransPerfect.  Elting could nominate and elect all five directors to the Board, remove co-CEO Philip Shawe from the Board, and run the company as she sees fit. 

In her response, Elting rejected Ms. Shawe's offer to end the deadlock, requested instead that the court sanction Ms. Shawe, and falsely claimed that the sale process was more important than ending the litigation. Elting's actions also contradict the Court's acknowledgement that a forced sale of the company, as ordered by the Court, is only most likely to maximize stockholder value "absent a consensual resolution between the parties."

"Based on her response, the only resolution she would want is a sale," said Ms. Shawe.

Addressing Elting's motion to sanction her for seeking an Annual Meeting, Ms. Shawe asserted that Chancellor Bouchard's sale order does not supersede any requirement to adhere to corporate norms or stockholders' rights, and that her request to hold a shareholder meeting was not only valid, but required.

"By requesting an Annual Meeting in accordance with TransPerfect's bylaws, I have proposed an amicable resolution to this case," said Ms. Shawe. "By rejecting my request, Ms. Elting not only violates the company's bylaws, but she also saddles TransPerfect, and its 4,000 hardworking employees with more unnecessary legal costs and litigation."

Shawe added, "Despite now facing the sanction motion, I'd like to thank Senator Bonini for his contribution toward ideas for a peaceful resolution. Adopting his 51% solution was a difficult decision to make."

SOURCE Shirley Shawe