Jeff Mordock

The News Journal

A TransPerfect employee has filed a federal lawsuit in New York against Delaware Court of Chancery Chancellor Andre Bouchard and Robert Pincus, the court-appointed custodian who is overseeing a possible sale of the company.

Timothy Holland, TransPerfect's director of corporate strategy and a 12-year veteran of the company, alleged his job was threatened because he has spoken out against Bouchard's decision to sell TransPerfect. Holland, co-founder of the advocacy group Citizens for a Pro-Business Delaware, claims his First Amendment right to free speech has been violated.

"Chancellor Bouchard is further depriving TransPerfect employees, including plaintiff, of the First Amendment right to petition and to due process of law," wrote Holland's attorney, Andrew J. Goodman of Garvey Schubert Barker.

Bouchard declined to comment. Pincus did not respond to a phone call or email seeking comment.

TransPerfect is co-owned by Phil Shawe and Elizabeth Elting, who were once engaged and started the company in a New York University dormitory room. The business grew into a highly successful player in the translation industry with more than 3,500 employees in 92 countries and over $500 million in revenue.

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Elting and Shawe began to feud and soon became deadlocked on many important issues facing the company.

Elting filed a lawsuit in the Chancery Court seeking dissolution, a motion Shawe opposed. Bouchard ruled the infighting caused "irreparable harm" to TransPefect and appointed Pincus to sell it. The decision stirred debate in Delaware and elsewhere over the court's authority to sell a private business. Former New York City Mayor Rudy Giuliani weighed in, calling the decision an intrusion on the free market.

Holland and other TransPerfect employees banded together, creating Citizens for a Pro-Business Delaware. The group has been at the center of a lobbying effort to change the Delaware law permitting the Chancery Court to sell a private business. It has taken out full-page ads in The News Journal and other publications, sponsored radio ads and hired a lobbyist to meet with legislators and influential members of the state's corporate bar.

In documents filed with the U.S. District Court for the Southern District of New York, Holland contends after Citizens for a Pro-Business Delaware issued a May 23 press release, all TransPerfect employees received an email asking them to stop their efforts.

Holland alleges attorney Joel Mostrom, who was hired by Pincus to assist with the sale process, sent the email. The lawsuit also claims Mostrom called Holland demanding he identify other employees involved in Citizens for a Pro-Business Delaware and implied his employment could be at risk.

"Plaintiff reasonably believed and reasonably believes that his TransPerfect employment is at risk as a result of his participation in speaking out against the order compelling the involuntary sale of TransPerfect and in petitioning the Delaware State Legislature for legislative relief," Goodman wrote.

As Citizens for a Pro-Business Delaware's efforts continued, Holland claimed, Bouchard approved a proposal granting Pincus the authority to demand employees deliver private communication devices such as cell phones for inspection. Holland alleges the order is a violation of his Fourth Amendment right against unlawful search and seizure.



Chris Coffey, campaign manager for Citizens for a Pro-Business Delaware said he hopes the lawsuit will end the court's attempts to silence the group's members.

"Our members have the right to march, to speak up and to fight what they believe in," Coffey said. "We hope to have that right affirmed in federal court."

Contact Jeff Mordock at (302) 324-2786, on Twitter @JeffMordockTNJ or jmordock@delawareonline.com.