### COURT OF CHANCERY OF THE STATE OF DELAWARE K ATHALEEN S T

. J UDE M C C ORMICK C HANCELLOR L EONARD L

. W ILLIAMS J USTICE C ENTER 500 N

. K ING S TREET , S UITE 11400 W ILMINGTON , D ELAWARE 19801

- 3734 August 7 , 202 3 Jeremy D. Eicher Eicher Law LLC 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Frank E. Noyes, II Offit Kurman, P.A. 222 Delaware Avenue, Suite 1105 Wilmington, DE 19801 Douglas D. Herrmann Troutman Pepper Hamilton Sanders LLP 1313 Market Street, Suite 5100 Wilmington, DE 19899
Jennifer C. Voss Skadden, Arps, Slate, Meagher & Flom LLP 920 N. King Street, 7th Floor Wilmington, DE 19801
Re: In re TransPerfect Global, Inc. , C.A. No s
. 9700

- CM, 10449

- CM
Dear Counsel:
This letter resolves Respondent TransPerfect Global, Inc.’s objections to C ustodian
Robert Pincus’s fee petitions fo r legal expenses incurred between January 2021 and March
2023

. 1 T ransPerfect’s objections are overruled , with one narrow exception explained
below.
The court assumes the reader ’ s familiar ity with the extensive procedural history of
the above

- captioned lawsuits. The short version is that, o n April 30, 2021, this court issued a memorandum opinion that, among other things, resolved TransPerfect’s objections to

1 See C.A. No . 9700

- CM, Docket (“Dkt.”) 1746 ; see also Dkt. 848; Dkt. 1243 (“Feb. 15, 20 18 Order”); Dkt. 1601; Dkt. 1605 (“Apr. 30, 2021 Order”) (together, the “Orders”)

. Civil Action Numbers 9700

- CM and 10449

- CM have been litigated in a coordinated fashion since thei r inception. Docket entries refer to C.A. No. 9700

- CM

.C.A

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August 7 , 202 3 Page 2 of 15 Pincus’s fee petitions from May 20 19 through December 2020 (the “April 30 , 2021 Opinion ” )

. 2 The court largely overruled TransPerfect’s objections, sustaining only minor objections relating to (i) work performed to unseal confidential court records; (ii) work performed in connection with settlement efforts ; and (iii) miscellaneous billing statements
for clerical or administrative work. 3 So culled, the result was a fee and expense award of $3,242,251. 4 The court also entered partial final judgment under Court of Chancery Rule 54(b) give n the absence of a just reason to delay. 5 TransPerfect appealed on May 14, 2021

. 6 On June 14, 2021, I stayed the objection and briefing process on future quarterly fee petitions pending appeal

. 7 I reasoned that the “Supreme Court’s ruling will moot or affect arguments made to this Court, such that staying objections pending resolution of the appeal will promote efficiency and conserve judicial and litigant resources.” 8

2 In re TransPerfect Glob., Inc. , 2021 WL 1711797 (Del. Ch. Apr. 30, 2021), recons. denied , 2021 WL 2030094 (Del. Ch. May 21, 2021), aff ’ d sub nom. TransPerfect Glob., Inc. v. Pincus , 278 A.3d 630 (Del. 2022), cert. denied , 143 S. Ct. 574 (2023)

. 3 See In re TransPerfect Glob., Inc. , 2021 WL 1711797 , at *32, * 42, * 47

. 4 Id. at *48.
5 Dkt. 1605 ¶ 6.
6 Dkt. 1619.
7 Dk t. 1631.
8 See i d.C.A

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August 7 , 202 3 Page 3 of 15 On June 1 , 2022, the Delaware Supreme Court affirmed the part of the Apr il 30, 2021 Opinion addressing the fee petitions and their objections

. 9 T he high court held that
this court did not abuse its discretion , although it reversed the contempt order against Philip
Shawe with the effect that Shawe could not be personally liable for the fees

. 10 TransPerfect petitioned the U.S. Supreme Court for a writ of certiorari on November 3, 2022, which the U.S. Supreme Court denied on January 9 , 2023

. 11 During the period when the stay was in effect, TransPerf ect kept generating work
for Pincus and his counsel

. So Pincus kept filing fee petitions. 12 And TransPerfect kept objecting. 13 Specifically, o n November 9, 2022, TransPerfect Holdings, LLC, TransPerfect’s sole owner , initiated a federal securities fraud action against Pincus and Credit Suisse Securities (USA) LLC for alleged misrepresentations made in their respective
roles as C ustodian and financial advisor during the court

- ordered auction (the “Securities Action”)

. 14 Pincus retained Williams & Connolly LLP and Troutman Pepper Hamilton Sanders LLP to represent him in the Securities Action. Pincus and Credit Suisse moved to

9 See In re TransPerfect Glob., Inc. , 278 A.3d at 630.
10 Id. at 636.
11 143 S. Ct. at 574.
12 See Dkts. 1581, 1617, 1654, 1675, 1683, 1703, 1720, 1730, 1750.
13 See Dkts. 1626

– 1628, 1704

– 17 13, 1718, 1722

– 17 23, 1736

– 17 37, 1752

– 17 56.
14 See Dkt. 1746, Ex. A (Complaint in TransPerfect Hldgs. , LLC v. Pincus et al. , C.A. 1:22

- cv - 01477

- RGA (D. Del. Nov. 9, 2022) (“Securities Compl. ”)).C.A

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August 7 , 202 3 Page 4 of 15 dismiss the Securities Action, and their motion is currently pending before the District
Court of Delaware

. 15 A portion of Pincus’s requested fees were incurred in defending of the Securities
Action. On January 24, 2023, Pincus filed a report and fee petition for $224,109.28 for legal fees from October through December 2022. 16 Of this amount, $106,594.03 was incurred defending the Securities Action. 17 On April 21, 2023, Pincus filed a report and
fee petition for $463,179.34 for legal fees from January through March 2023. 18 In that petition , Pincus reported a cumulative total of $384,590.57 incurred defending the
Securities Action. 19
TransPerfect filed untimely objections to Pincus’s fee petitions for October and
November 2022. 20 I held a status conference on March 2, 2023, as all echelons of appeal

were resolved by then

. 21 At the hearing, counsel for TransPerfect stated that fees for the
Securities Action are non - reimburs able under federal law and asked that I give the District
Court a first pass at evaluating the relevant fee petitions

. 22 I denied TransPerfect’s request

15 See Dkt. 1748 (Pincus’s Answering Br.) at 7

. 16 Dkt. 1730 (Jan. 24 Rep.) at 3.
17 Id. at 2

– 3.
18 Dkt. 1750 (Apr. 21 Rep.).
19 Id. at 3.
20 Dkts. 1736

– 17 37.
21 Dkt. 1747.
22 Id. at 6:4

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August 7 , 202 3 Page 5 of 15 to defer the fee requests made in connection with the Securities Action to the federal court.
I further held th at I would consider TransPerfect’s fee objections , although the objections
to the months of October and November were untimely

. 23 The parties briefed the objections , and TransPerfect continued filing objections for the months of January through
March 2023. 24
TransPerfect’s objections to Pincus’s fee petition fall into two sets

— one relating to Skadden’s fees between January 2021 and April 2023 , and the other relating to fees incurred by Williams & Connolly and Troutman Pepper between October 2022 and April
2023 in connection with the Securities Action. Starting with the first set of objections , TransPerfect argues that, among other things:

• Skadden bills for work relating to this matter at a higher rate than other

matters , and is in any event, its billing rates are too high ; 25

• Skadden’s supporting affidavits for Pincus’s fee petitions are insufficient ; 26

• Pincus wrongly submitted fee petitions on a quart erly, rather than monthly, basis ; 27

23 Id. at 8:3

– 19.
24 Dkts. 1752

– 1754.
25 See, e.g. , Dkts. 1626

– 1628 , 1704, 1709, 1712

– 1723

. 26 See, e.g. , Dkts. 1627, 1706, 1722

. 27 See, e.g. , Dkts. 1626, 1705

– 1707 , 1711

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August 7 , 202 3 Page 6 of 15

• Pincus failed to establish that TransPerfect or Shawe have acted in bad faith, and instead, Skadden and Pincus have acted in bad faith; 28

• Fees relating to the separate H.I.G. action are not recoverable or are otherwis e excessive ; 29

• The Escrow should reimburse the fees rather than TransPerfect ; 30 and

• Other miscellaneous objections, including that Skadden used block billing, provided vague entries, used too many partners to do legal research, and excessively staffed this case. 31
The court has heard all these arguments before. And the April 30, 2021 Opinion addressed each when raised against Pincus’s earlier fee petitions. 32 From my review of the fee petitions and their subsequent objections, the logic of the April 30, 2021 Opinion applies with equal force for Skadden’s fees from January 2021 onward

. The April 30, 2021 Opinion was affirmed on appeal , allowing this decision to resolve them in short order.
T ransPerfect’s twice failed, regurgitated objectio ns are overruled

. This disposes of all of TransPerfect’s objections to Skadden’s fees save one, which might be moot at this point

. In January 2021, Pincus and Skadden sought reimbursement
for fees associated with the “unsealing of billing records.” 33 T he April 30, 2021 Opinion

28 See, e.g. , Dkts . 1626

– 1628, 1706

– 1708, 1721.
29 See, e.g. , Dkts. 1628, 1704

– 1708; see also Dkt. 1315, Ex. 1, Attach. B (H.I.G. Compl.).
30 See, e.g. , Dkts. 1627

– 1628, 1712

. 31 See, e.g. , Dkts. 1626

– 1628, 1705

– 1706. In this vein, TransPerfect also notes that Pincus hired Skadden, so Skadden was not TransPerfect’s choice of law firm

. See Dkt. 1 711

. TransPerfect does not explain why or how this fact is relevant to the fee petitions.
32 See generally In re TransPerfect Glo b., Inc. , 2021 WL 1711797.
33 See Dkt. 1582 at 2

– 3

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August 7 , 202 3 Page 7 of 15 stated that work performed to unseal confidential records is out of scope for
reimbursement . T hat reasoning applies with equal force to legal work done in January 2021, even though the April 3 0, 2021 Opinion only addressed fee petitions through
December 2020. 34 To the extent that Pincus and Skadden seek fees for that activity, then the petition is denied. Turning to the second set of objections, TransPerfect raises several arguments for why federal law prohibits Pincus from receiving attorneys’ fees in connection with the
Securities Action

. 35 None are availing

. TransPerfect says that Pincus ’s defense of the Securities Action falls outside the scope of his role as C ustodian , so his fees may not be advanced under this c ourt’s Order dated February 15, 2018

. 36 Under t hat Order , Pincus may recover “fees and expenses incurred . . . in defending or prosecuting any civil, criminal, administrative or investigative claim, action, suit or proceeding reasonably related to the Custodian’s responsibilities under the Sale Order or this Order” from TransPerfect, “in advance of the final disposition of such claim[.]” 37

34 See In re TransPerfect Glob., Inc. , 2021 WL 1711797, at *1 (stating that the court only reviewed petitions for fee reimbursement incurred between May 2019 and December 2020) ; id. at *42 (deciding not to reimburse expenses relating to the removal of “confidentiality restrictions”).
35 See Dkt. 1746 (“TransPerfect’s Mar. 17 Objs. ”) at 8

– 20

. 36 Id. at 10

– 11.
37 Feb. 15, 2018 Order ¶ 7.C.A

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August 7 , 202 3 Page 8 of 15 Pincus’s defense of the Securities Action is “reasonably related” to his

re sponsibilities as C ustodian. T he very first line of the complaint in the Securities Action challenges the “conduct of Defendants Robert Pincus and Credit Suisse while acting in their respective roles as court

- appointed Custodian and the Custodian’s financial advisor in connection with a judicially ordered auction.” 38 The complaint goes on to say that Pincus wrongly told TransPerfect Holdings that third parties had made “higher value bids [,] ” inducing TransPerfect Holdings to “bid $70 mil lion more to win the auction.” 39 Defending
th e Securities Action is therefore related to Pincus’s responsibilities as C ustodian

. Next , TransPerfect argues that fed eral securities law preempts Pincus’s request
under these circumstances , so allowing reimbursement of fees would run afoul of the U.S. Constitution’s Supremacy Clause

. 40 TransPerfect cites federal case law for the proposition
that “indemnification [of defendants] runs counter to the policies” of federal securities law , which focu ses on “protect[ing] investors” as “victims” of securities fraud. 41 T hese cases

38 Securities Compl. at 1

. 39 Id. at 1 ; see also id. ¶¶ 94

– 121

. 40 See TransPerfect’s Mar. 17 Objs. at 12

– 13 ; U.S. Const. a rt. IV , § 2.
41 Eichenholtz v. Brennan , 52 F.3d 478, 483

– 84 (3d Cir. 1995); see also In re Livent Sec

. Litig. , 193 F. Supp. 2d 750 , 754 (S.D.N.Y.) (“[T]he Court concurs with the long line of cases which hold that a defendant in a securities fraud action is prohibited from availing himself of indemnification ”); Fromer v. Yogel , 50 F. Supp. 2d 227 , 238 (S.D.N.Y. 1999) ( stating that allowing indemnification in such circumstances would “allow a tortfeasor to shift liability for intentional misconduct onto another joint tortfeasor and thereby undercut the deterrence goals of the securities laws.” ); Globus v. Law Rsch. S ervs ., Inc. , 418 F.2d 127 6, 1288 (2d Cir. 1969) ( explaining the rationale for this rule : “[u] nderwriters who knew they could be indemnified simply by showing that the issuer was ‘more liable’ than they (a process not too difficult when the issuer is inevitably closer to the facts) would have aC.A

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August 7 , 202 3 Page 9 of 15 generally hold that indemnification under contract or common law is unavailable to a defendant found liable for “knowingly and wil [l] fully” violating federal securities law

. 42 The cases cited by TransPerfect are readily distinguishable in several ways. For
one, t hey address indemnification for a defendant’s share of damages

. By contrast, th e fee petitions address advancement for a defendant’s attorneys’ fees. Relatedly , t h ese cases foreclose indemnification after a finding of liab ility

. By contrast, TransPerfect Holdings has merely alleged Pincus engaged in willful , fraudulent behavior , but the District Court in the Securities Action has yet to make any finding s and may dismiss the case at the pleading stage

. Furthermore, these cases deal with indemnification under contract or under federal common law principles

. By contrast, here , the fee

- shifting at issue is the result of a court
order , which implicates policy concerns pertaining to the integrity of judicial proceedings

not a ddressed in TransPerfect’s cited case law

. TransPerfect ’s reliance on these authorities is misplaced.
Next , TransPerfect argues that fee

- shifting related to the Securities Action infringes
upon its parent entity’s First Amendment right to petition the go vernment for a redress of

tendency to be lax in their independent investigations. ”); cf. Alten v. Ellin & Tucker, Chartered , 854 F. Supp. 283 (D. Del. 1994) ; Lucas v. Hackett Assoc s . Inc. , 18 F. Supp. 2d 531, 535

– 37 (E.D. Pa. 1998) (holding that indemnity claims relating to “de facto” federal securities claims are barred, but not barring indemnity claims premised “solely on state law” ); Alvarado P’rs, L.P. v. Mehta , 723 F. Supp. 540, 553 (D. Colo. 1989); see also TransPerfect’s Mar. 17 Objs. at 8

– 9 (collecting these cases).
42 Fromer , 50 F. Supp. 2d at 238.C.A

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August 7 , 202 3 Page 10 of 15 grievances. 43 TransPerfect is apparently concerned about the “chill[ed] access to the courts” that would result were its parent, TransPerfect Holdings , required to pay attorneys’
fees under a court order. 44 Admittedly , it is hard to imagine anything deterring
TransPerfect , Shawe, or their affiliates from accessing courts (in Delaware or elsewhere)

. Indulging the hypothetical, however, TransPerfect’s argument still fails

. The First Amendment protects the “right of the people . . . to petition the Government for a redress of grievances.” 45 “Petitioning serves numerous, fundamental interests of petitioners alike. It is ‘essential to freedom,’ liberty and self

- government. ” 46

“ The right to petition allows citizens to ex press their ideas, hopes, and concerns to their government and their elected representatives, whereas the right to speak fosters the public exchange of ideas that is integral to deliberative democracy as well as to the whole realm
of ideas and human affair s. ” 47 “[T]he right of access to courts for redress of wrongs is an aspect of the First Amendment right to petition the government[.]” 48

43 TransPerfect’s Mar. 17 Objs. at 15

– 20.
44 Id. at 16

– 17.
45 U.S. Const. a mend. I.
46 Mirabella v. Villard , 853 F.3d 641, 653 (3d Cir. 2017) (quoting Borough of Duryea v. Guarnieri , 564 U.S. 379, 382 (2011) ).
47 Guarnieri , 564 U.S. at 389.
48 Sure

- Tan, Inc. v. N.L.R.B. , 467 U.S. 883, 896

– 897 (1984) ; see also Guarnieri , 564 U.S. at 387 (“ This Court ’ s precedents confirm that the Petition Clause protects the right of individuals to appeal to courts and other forums established by the government for resolution of legal disputes. ”).C.A

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August 7 , 202 3 Page 11 of 15 Although court access can implicate the Petition Clause , TransPerfect cites no cases to support its stance that court

- ordered advancement or indemnification are categorically
unconstitutional

. Indeed, countless cases of this court alone have ordered fee

- shifting and
reimbursement

. And the U.S. Supreme Court has affirmed trial courts’ powers to enter sanctions agai nst litigants , which includes fee

- shiftin g
. 49 B y TransPerfect’s logic, th e se fairly commonplace aspects of the American judicial system flo ut constitutional limits

—

a n unjustified and impractical approach to constitutional law

. Related ly , TransPerfect seems to invoke a separate First Amendment argument relating to free speech principles. Without explaining why, TransPerfect states that its obligations under the Orders “can be likened to a content neutral[] time, place[,] or manner
restri ction on speech[.]” 50 Actually, they cannot. TransPerfect argues in the alternative that Pincus should have to post a bond to recover fees relating to the Securities Action if he is “adjudged liable[

. ]” 51 But the Orders do not require Pincus to post a bo nd , and t he court declines to impose such a requirement

now
. Tacitly acknowledging the weakness of its constitutional arguments, TransPerfect also lodge s challenges to the fee amounts that Pincus requested for defending the Securities

49 See, e.g. , Octane Fitness, LLC v. ICON Health & Fitness, Inc. , 572 U.S. 545, 546 (2014) (“ [C] ourts already possess the inherent power to award fees in cases involving misconduct or bad faith

. ”).
50 TransPerfect’s Mar. 17 Objs. at 17.
51 Id. at 7.C.A

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August 7 , 202 3 Page 12 of 15 Action

. The court need not dilate extensively on these objections because , again, TransPerfect largely rehashe s arguments already rejected in this court’s April 30, 2021 Opinion as affirmed on appeal

. 52 The quasi

- original spin i s that TransPerfect now lobs its objections at Williams & Connolly rather than Skadden

. TransPerfect argues that Williams & Connolly failed to meet and confer on any disputed fees , violating the Orders. 53 On January 4, 2023, however, Williams & Connolly asked TransPerfect to pay the fees and offered “to discuss any aspect of this” by phone

. 54 After initially expressing interest in a meet

- and

- confer on January 6 , c ounsel for
TransPerfect stridently responde d on January 13 that “indemnification is not available” as matter of law, that “any compulsion by the Delaware Court” to enforce an order to the contrary would be unconstitutional, and suggested that Williams & Connolly raise the fee
issue in federal court rather than this court

. 55 Counsel for TransPerfect also accused Pincus
of a “ proven track record of overspending and wantonly wasting TransPerfect’s money , ” ignoring the findings of this court and the Delaware Supreme Court to the contrary

. 56 Having taken this tone , TransPerfect and its counsel have no one to blame but themselves
that a meet

- and

- confer did not happe n
.

52 See In re TransPerfect Glob., Inc. , 2021 WL 1711797 , at *22

– 51

. 53 TransPerfect’s Mar. 17 O bjs

. at 21.
54 See Dkt. 1746, Ex. B at 1

. 55 See id. at 3.
56 Id.C.A

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August 7 , 202 3 Page 13 of 15 Next, TransPerfect argues that Williams & Connolly’s rates a re off market , that its supporting attorneys’ affidavit is deficient, that it charges higher rates than to other clients , and that awarding fees would be unreasonable because TransPerfect “did not hire”
Williams & Connolly. 57 I have reviewed the fee affidavit s and billing statements at issue along with TransPerfect’s expert report s
. 58 T he fees are reasonable and Williams & Connolly’s affidavit appears reliable

. In its affidavit, Williams & Connolly states that the “hourly rat es charged” in its invoices “are consistent with the hourly rates charged

. . . to clients other than Mr. Pincus.” 59 TransPerfect even concedes that Williams & Connolly’s rates are lower than those Skadden charged in this case , which this court determined to be
reasonable under the circumstances. 60 TransPerfect’s challenges therefore fail.

57 TransPerfect’s Mar. 17 Objs. at 22

– 26.
58 See Dkt. 1750, Ex. B ; see also Dkt. 1730 ( Aff

. of Charles Davant ) , Exs. 1

– 2 ; Dkt. 1736, Ex. C (Studer Rep.), id. , Ex. D (Paige Rep.).
59 Dkt. 1750, Ex. B ¶ 3.
60 TransPerfect’s Mar. 17 Objs. at 22

– 23; In re TransPerfect Glob., Inc. , 2021 WL 1711797, at * 24 (“ In my opinion, a firm of Skadden ’ s stature was necessary to support the Custodian under the circumstances of this case and the hourly rates Skadden charged ar e reasonable because they are consistent with the rates Skadden charges other clients, as the court ’ s orders require, and are in line with the rates of firms that can fairly be considered Skadden ’ s peers. Skadden ’ s hourly rates also reflect the complexity of the work performed and the results obtained both during the sale process and after the closing. ”) ; see also In re TransPerfect Glob., Inc. , 278 A.3d at 656

– 658 (holding that the trial court did not abuse its discretion in finding Skadden’s ho urly rates to be reasonable based on a range evidence , including a sworn affidavit of a Skadden partne r, data on peer firm billing, the complexity of the task counsel handled, and counsel’s ability to “navigate[] significant obstacles” relating to this hig hly unusual case (internal quotation marks omitted) )

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August 7 , 202 3 Page 14 of 15 Separately, TransPerfect challenges Williams & Connolly’s practice of redacting individual attorney names on its invoices, instead replacing them with “Partner,” “Associate,” and “ Counsel.” 61 TransPerfect argues that these designations are not sufficiently “distinct and definite” under paragraph 3(a) of the Nove mber 1, 2019 Order. 62 I disagree. T his court has already found such designations adequate when evaluating Skadden’s fees. 63
TransPerfect also lambasts Williams & Connolly for excessive billing because Williams & Connolly ’s billing invoices state that it prepared for a “potential” motion to
dismiss rather than an actual motion to dismiss. 64 This too fails. A s stated earlier, Williams & Connolly filed a motion to dismiss in the Securities Action , so the reference to a “potential” motion in the bil ling invoice makes no difference

. Finally, TransPerfect also reserves some ire for Troutman Pepper , attacking it for
the same reason TransPerfect criticizes Williams & Connolly

. 65 I have reviewed Troutman Pepper’s fee affidavit and it appears reasonable. 66 This objection fails. For the foregoing reasons, TransPerfect’s objections are overruled , except to the
extent its objection to the January 2021 legal bills is not moot , which is sustained in part

.

61 TransPerfect’s Mar. 17 Objs. at 26

– 28.
62 Id. at 26 (citing Dkt. 1399 (Nov. 1, 2019 Order) ¶ 3(a)).
63 See In re TransPerfect Glob., Inc. , 2021 WL 1711797, at *23

– 24.
64 TransPerfect’s Mar. 17 Objs. at 28

– 29.
65 Dkt. 1752 at 10

– 15.
66 See Dkt. 175 0 , Ex. C.C.A

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August 7 , 202 3 Page 15 of 15 Counsel for Pincus shall prepare a revise d form of order consistent with this letter decision within ten days

. IT IS SO ORDERED

. Sincerely,
/s/ Kathaleen St

. Jude McCormick
Kathaleen St

. Jude McCormick Chancellor

cc: All counsel of record ( by File & ServeXpress )