IN THE SUPREME COURT OF THE STATE OF DELAWARE

TRANSPERFECT GLOBAL, INC.,

Respondent Below,

Appellant,

 v.

ROBERT PINCUS,

Petitioner Below,

Appellee.

§

§ 

§ No. 335, 2023

§

§ Court Below—Court of Chancery

§ of the State of Delaware

§ C.A. Nos. 9700 and 10449

§ 

§

§

Submitted: October 16, 2023

Decided: October 20, 2023

Before TRAYNOR, LEGROW, and GRIFFITHS, Justices.

ORDER

After consideration of the notice to show cause, the responses to the notice to 

show cause, the motion for a stay pending appeal, the response, and the reply, it 

appears to the Court that:

(1) We assume the reader’s familiarity with the lengthy litigation history 

of the underlying cases.

1

 The appellant, TransPerfect Global, Inc., filed this appeal 

from the Court of Chancery’s August 7, 2023 letter decision (“August 7, 2023

Decision”) and August 16, 2023 order (“August 16, 2023 Order”) resolving 

TransPerfect’s objections to the fee petitions filed by the appellee, Robert Pincus 

1 TransPerfect Global, Inc. v. Pincus, 278 A.3d 630 (Del. 2022); TransPerfect Global, Inc. v. 

Pincus, 2019 WL 7369433 (Del. Dec. 31, 2019); Shawe v. Elting, 157 A.3d 152 (Del. 2017).
2

(“Former Custodian”), for legal expenses that he incurred between January 2021 and 

March 2023. The Court of Chancery overruled most of TransPerfect’s objections 

and ordered payments in the aggregate amount of approximately $5 million. 

(2) On August 21, 2023, TransPerfect filed a motion for reargument and 

clarification, asserting that the Court of Chancery should clarify that the August 16, 

2023 was a final and appealable order. TransPerfect also filed a motion to stay 

enforcement of the August 7, 2023 Letter Decision and August 16, 2023 Order 

pending reargument and potential appeal. The Former Custodian opposed the 

motions.

(3) On September 15, 2023, TransPerfect filed its appeal of the August 7, 

2023 Decision and August 16, 2023 Order in this Court. The Senior Court Clerk 

issued a notice directing TransPerfect to show cause why this appeal should not be 

dismissed based on TransPerfect’s failure to comply with Supreme Court Rule 42 in

taking an appeal from an apparent interlocutory order. 

(4) On September 22, 2023, the Court of Chancery denied TransPerfect’s 

motion for reargument and clarification. The court held that TransPerfect failed to 

establish a basis for reargument and that it was clear the August 2023 rulings were 

interlocutory. Construing TransPerfect’s arguments as a request for entry of partial 

final judgment under Court of Chancery Rule 54(b), the court distinguished the 

present situation from its entry of partial final judgment on multiple rulings 
3

(including resolution of TransPerfect’s objections to fees incurred by the Former 

Custodian between May 2019 and December 2020) in April 2021 and declined to 

enter partial final judgment on its August 2023 rulings. The court noted that the 

entry of partial final judgment in April 2021 encompassed multiple rulings that went 

beyond fees and that this Court had not yet had the opportunity to review those 

issues. By August 2023, the challenged rulings related solely to the Former 

Custodian’s fees and this Court had addressed TransPerfect’s objections to those

fees.2 Finally, the court held that TransPerfect’s motion for a stay pending appeal 

was moot and failed on the merits. 

(5) On September 26, 2023, TransPerfect filed its response to the notice to 

show cause in this Court. TransPerfect argues that the August 7, 2023 Decision and 

August 16, 2023 Order are final and appealable under the collateral-order doctrine. 

On October 10, 2023, the Former Custodian filed his response to the notice to show 

cause. He argues that the August 2023 rulings do not meet the requirements of the 

collateral-order doctrine. TransPerfect has also filed a motion for a stay pending 

appeal in this Court, which the Former Custodian opposes. 

(6) Absent compliance with Rue 42, the appellate jurisdiction of this 

Court is limited to final order orders.3 The collateral-order doctrine is characterized 

2 Pincus, 278 A.3d at 653-60.

3

Julian v. State, 440 A.2d 990, 991 (Del. 1982)).
4

as “a common law recognition that certain collateral orders constitute final 

judgments.”4 Under the collateral order doctrine, orders that “a) determine matters 

independent of the issues involved in the proceeding itself, b) bind persons who are 

non-parties in the underlying proceeding, and c) have a substantial, continuing effect 

on important rights are final and subject to immediate appellate review.”5 The 

doctrine “only applies to ‘that small class [of decisions] which finally determine 

claims of right separable from, and collateral to, rights asserted in the action, too 

important to be denied review and too independent of the cause itself to require that 

appellate consideration be deferred until the whole case is adjudicated.’”6 

(7) Having considered the parties’ positions, we conclude that the August 

2023 rulings do not fall within the collateral-order doctrine. The Former Custodian’s 

legal fees might be independent of the original issue underlying C.A. Nos. 9700 and 

10449—appointment of a custodian to resolve board-level and stockholder-level 

deadlock—as TransPerfect contends, but most of the filings in C.A. Nos. 9700 and 

10449 over the last two years relate to the Former Custodian’s legal expenses. At 

present, the Former Custodian’s legal expenses are not independent of the 

underlying proceeding, but are in fact the primary issue remaining in the underlying 

4 Evans v. Justice of the Peace Court No. 19, 652 A.2d 574, 576 (Del. 1995).

5 Beebe Med. Ctr. v. Villare, 2008 WL 2137860, at *1 (Del. May 20, 2008) (citing Gannett Co., 

Inc. v. State, 565 A.2d 895, 900 (Del. 1989)). 

6 Evans, 652 A.2d at 576 (quoting Cohen v. Beneficial Indus. Loan, 337 U.S. 541, 546 (1949)).
5

proceeding. TransPerfect’s objections to the Former Custodian’s petition for fees 

and expenses incurred between April 2023 and June 2023 are currently pending in 

the Court of Chancery.

(8) We also reject TransPerfect’s argument that the August 16, 2023 Order 

satisfies the second prong of the collateral-order doctrine because it binds the Former 

Custodian, who was not a party in the original underlying proceeding. As the Former 

Custodian emphasizes, the primary effect of the August 16, 2023 Order is to bind 

TransPerfect, which describes itself as “a nominal defendant in the underlying 

litigation,” to make the court-ordered payments to the Former Custodian and his law 

firms.7 

(9) Finally, TransPerfect has not shown that its dissatisfaction with having 

to pay the Former Custodian’s legal expenses while disagreeing with the Court of 

Chancery’s legal analysis of its objections constitutes a substantial, continuing effect 

on important rights. This Court has already reviewed the Court of Chancery’s 

handling of TransPerfect’s objections to legal expenses that the Former Custodian

incurred between May 2019 and December 2020.

8

 TransPerfect will have the 

opportunity to obtain appellate review of the Court of Chancery’s handling of its 

objections to the expenses incurred between January 2021 and March 2023, the 

7 Appellant TransPerfect Global, Inc. Response to Notice to Show Cause at 15.

8 Pincus, 278 A.3d at 653-60.
6

expenses incurred between April 2023 and June 2023, and presumably future 

expenses in due course. Piecemeal appeals of TransPerfect’s objections to the 

Former Custodian’s legal expenses under the collateral order doctrine would be a 

waste of scarce judicial resources. The August 7, 2023 Decision and August 16, 

2023 Order do not fall within the small class of cases subject to the collateral order 

doctrine and are therefore interlocutory orders. Because TransPerfect did not 

comply with Supreme Court Rule 42,9the Court does not have jurisdiction and this

appeal must be dismissed.

NOW, THEREFORE, IT IS ORDERED that this appeal is DISMISSED. 

TransPerfect’s motion for a stay pending appeal is MOOT. The filing fee paid by 

TransPerfect shall be applied to any future appeal it files from an interlocutory 

appeal that is certified by the Court of Chancery or a final order entered in the case. 

BY THE COURT:

Gary F. Traynor

Justice

9 On October 6, 2023, TransPerfect filed an untimely application for certification of an 

interlocutory appeal in the Court of Chancery. Supr. Ct. R. 11(a) (“When the period of time 

prescribed or allowed is less than 7 days, intermediate Saturdays, Sundays, and other legal holidays 

shall be excluded in the computation.”); Supr. Ct. R. 42(a) (“All time periods under this rule should 

be calculated under Supreme Court Rule 11.”); Supr. Ct. R. 42(c)(i) (“Such application [for 

certification] shall be served and filed within 10 days of the entry of the order from which the 

appeal is sought or such longer time as the trial court, in its discretion, may order for good cause 

shown.”).