COURT OF CHANCERY OF THE STATE OF DELAWARE A NDRE G. B OUCHARD 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 Date Submitted: February 11, 2021 Date Decided: April 14 , 2021 Jeremy D. Eicher, Esquire Eicher Law LLC 1007 North Orange Street, 4th Floor Wilmington, DE 19801 Jennifer C. Voss, Esquire Skadden , Arps , Slate , Meagher & Flom LLP 920 North King Street, 7th Floor Wilmington, DE 19801 Frank E. Noyes, II, Esquire Offit K urma n , P.A. 1201 N. Orange Suite, Suite 10E Wilmington, DE 19801 Kevin R. Shannon, Esquire Potter Anderson & Corroon LLP 1313 North Market Street Wilmington, DE 19801
David E. Ross , Esquire Ross Aronstam & Moritz LLP 100 S. West Street, Suite 400 Wi lmin g ton, D E 19801
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: This letter constitutes the court’s decision on the motion of intervenors Ross
Aro n stam & Moritz LLP (“ RAM ” ) and Garret t B. Moritz (together “Intervenors”)

to enforce certain orders of this court and for civil contempt and sanctions (the “Motion”) against Philip R. Shawe and TransPerfect Global, Inc. (“ TransPerfect” or “TPG” or the “Com p any”) . For the reasons explained below, although the courtIn re TransPerfect Global, Inc. , et al.

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2 finds that TransPerfect violated the plain terms of an exclusive jurisdiction provision in an order of this court by filing an action in New York state court against Intervenors that implicat es t h e actions and decisions of a custodian this

court appointed pursuant to its statutory authority under 8 Del. C. § 226 , the
M otion will be denied based on actions the Company took in response to the filing
of the Motion to mitigate its non

- com pliance

. I. Background
The factual and procedural background of th ese action s are discussed extensively in numerous opinions of this court and the Delaware Supreme Court.
This decision recite s only those facts directly relevant to th e pending motion.
R AM is a law f

irm based in Wilmington , Delaware and Garret t B. Moritz is a partner at R AM

. T ransPerfect Global, Inc. provides translation, website localization, and litigation support services. Since May 7, 2018, Philip R. Shawe (“Shawe”) and his mother, Shirley Shawe (“Ms. Shawe”) have controlled 99% and
1% , respectively, of the Company’s outstanding shares

. This decision refers to the Company and Shawe together, at times, as “Respondents.”
A. The Sale Order On May 23, 2014, Elizabeth Elting filed t he first of the se ac tions seeking the appointment of a custodian to dissolve the Company because of deadlocks betweenIn re TransPerfect Global, Inc. , et al.

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3 its co

- founders (Elting and Shawe) that threatened the Company with irreparable injury. At the time, the shares of the Company were held by Elting (50%) , Sha we (49%), and Ms. Shawe (1%). O n August 13, 2015 , for the reasons explained in a post

- trial opinion of the same date, th e court entered an order appointing Robert B

. Pincus as a custodian of the Company (the “Custodian”) to oversee a j udicially
order ed sa le of the Company under 8 Del. C. § 226 with a dual mandate: “to sell the Company with a view toward maintaining the business as a going concern and maximizing value for the stockholders.” 1 On July 18, 2016, the court entered an order implementing a pro posed plan
to sell the Company through a “modified auction” (the “Sale Order”). 2 Paragraph 7 of the Sale Order states “[t]he Custodian is authorized to retain, in the name of the Company, one or more consultants or advisors, including f inancial advi sors, accountants, attorneys, brokers and other professionals, as the Custodian, in his sole discretion, deems appropriate for purposes of carrying out the Modified Auction or a Sale Transaction.” 3 Paragraph 15 of the Sale Order provides that this

1 In re Shawe & Elting LLC , 2015 WL 4874733, at *32 (Del. Ch. Aug. 13, 2015) , aff ’ d sub no m. Shawe v. El ting , 157 A.3d 152 (Del. 2017)

. 2 Dkt. 848. Unless otherwise noted, docket references come from C.A. No. 9700

- CB.
3 Id. ¶ 7.In re TransPerfect Global, Inc. , et al.

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4 court h as exc lusive jurisdiction over any challenge of the parties to “any action, recommendation or decision by the Custodian.” 4 On February 13, 2017, the Delaware Supreme Court affirmed the August 2015 opinion , its implementing order , and the Sale Order. 5 Shor tly th ereafter, the Custodian began to develop a plan of sale.
B. The Section 211 and 220 Actions On April 20, 2017, Ms. Shawe filed an action in this court “asserting a single claim under 8 Del. C. § 211(c) to compel TPG to hold an annual mee ting of
its s tockho lders” (the “ Section 211 Action”). 6 On April 26, 2017, the Custodian

— exercising his authority under p aragraph 7 of the Sale Order

— retained RAM to represent the Company in the Section 211 Action. 7 Before filing the Section 211 Action, Ms. Shawe mad e a pr oposal to break the deadlocks between Elting and her son that included granting a limited proxy to Elting , but she placed a series of significant conditions on th e proposal that were

4 Id. ¶ 15.
5 Shawe v. Elting , 157 A.3d 152 (Del. 2017).
6 In re TransPerfect Glob., Inc. , 2017 WL 3499921 , at *2 (Del. Ch. Aug. 4, 2017)

. 7 See Dkt. 1539 Ex. C

.In re TransPerfect Global, Inc. , et al.

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5 not acceptable to Elting and made the proposal a non

- s tarter

. 8 On June 2 , 2017, after hearing argument on Ms. Shawe’s motion to expedite the Section 211 Action and Elting’s cross

- motion to enforce the Sale Order, the court ordered the parties to engage in mediation with former Chancellor Chandler and held th e motions in abeyan ce. 9 On August 4, 2017, after the mediation failed, th e court found that “the clear and admitted objective of the Section 211 Action is to remove the Custodian and to end the sale process, which is inconsistent with the Sale Order’s di rective to
‘c oopera te fully with the Custodian’ and to not ‘impede[] or undermine[], or intend[] to impede or undermine, the sale process.’” 10 The court then denied Ms. Shawe’s motion for expedition, reasoning as follows:

8 The conditions of Ms. Shawe ’s proposal included the (i) “adoption of an amendment to TPG’s bylaws restructuring t he Board to consist of five directors serving staggered terms, and authorizing a major ity of the members o f the Board to fill any vacancies that may exist from time to time ;” (ii) “ adoption of certain guidelines for significant corporate governance issues, including that any sitting director up for re

- election at the next annual meeting mus t submit a contingen t resignation that becomes effective only if the director fails to receive a sufficient number of votes for re

- election and the Board accepts the resi gnation; ” (iii) “ issuance of the remaining authorized shares of the Company to each of the current stockho lders on a pro rata basis according to their current ownership interests; ” and (iv) “ provision of a proxy allowing Elting to vote Ms. Shawe ’ s shares s olely for the election of any directors of TPG at the next five annual meetings of th e stockholders. ” In re TransPerfect Glob., Inc. , 2017 WL 3499921 , at *2

. 9 Id. at *1.
10 Id. at *4 (alterations in original) (quoting Sale Order ¶ 12).In re TransPerfect Global, Inc. , et al.

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6 In view of the specific and uniq ue circumstan ces of this case, where the sale process that was set in motion almost two years ago is expected to conclude in the near future, it is my opinion that TPG should not be required to respond to the Section 211 Action at this stage. Ms. Shawe explicitly states that she “h as not commenced [the Section 211 ] proceeding merely to enforce a technical corporate statutory right. Rather,

. . . Ms. Shawe intends to end the division of the stockholders that led to the 2014 Stipulation.” But Ms. Shawe also has steadfastly insisted on condit ioning her grant of a proxy to Elting on conditions that Elting already has rejected. Thus, even if a stockholder meeting were ordered, no proxy would be granted, no deadlock would be broken, and no director would be elected. It would be a futile exe rcise. 11 On August 7, 2017, three days after the court’s ruling in the Section 211 Action, Ms. Shawe requested certain “itemized billing records” from the
Custodian. 12 On September 12, 2017, Ms. Shawe served a demand under 8 Del. C. § 220 to i nspect books and re cords of the Company in order to “evaluat e the propriety of the amounts included in recent invoices from the Custodian and his advisors to be paid by the Company, pursuant to” the Sale Order. 13 On September 15, 2017, the Custodian

— again exercising hi s auth ority under p aragraph 7 of the
Sale Order

— retained RAM to represent the Company with respect to the Section
220 demand

. 14

11 Id. at *5 (alt erations in original) (internal citations omitted)

. 12 Shawe v. Trans Perfect Glob

. , Inc. , C.A. No

. 2017

- 0697

- AGB , Dkt. 1 Ex. 5 at 3

. 13 Id. , Dkt. 1 Ex. 9 at 1

. 14 Dkt. 1539 Ex. F

.In re TransPerfect Global, Inc. , et al.

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7 On September 19, 2017, R AM sent a letter to Ms. Shawe’s counsel on behalf of the Company refusing the demand. 15 On October 1, 2 017, M s. Shawe sued the Company to enforce her inspection demand (the “ Section 220 Action ”). 16 On October 24, 2017, the Company filed its answer to Ms. Shawe’s complaint. 17 On November 19, 2017, the sale process concluded with Shawe entering a
Securities Pu rchase Agreement (“SPA”) to purchase Elting ’ s shares of the Company. Three days later, the court entered an order staying all proceeding s in
the Section 220 Action at the joint request of the parties

. 18 Except for the filing of pleadings , the re was no sub stanti ve activity in the Section 220 Action.
C. The Final Order On February 15, 2018, for the reasons stated in a memorandum opinion issued on the same date, 19 the court approved the SPA (the “Final Order”)

. 20 Paragraph 8 of the Final Order prov ides that “[t ]he ri ghts and authority granted to the Custodian and the duties and responsibilities of all parties to the Actions under

15 Dkt. 1539 Ex. G.
16 Shawe v. TransPerf

ect Glo b. , Inc., C.A. No

. 2017

- 0697

- AGB.
17 Id. , Dkt. 3.
18 Id. , Dkt. 6.
19 In re TransP erfect Glob., Inc. , 20 18 WL 904160 (Del. Ch. Feb. 15, 2018), aff ’ d sub nom. Elting v. Shawe , 185 A.3d 694 (Del. 2018) (TABLE)

. 20 Dkt. 1243.In re TransPerfect Global, Inc. , et al.

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8 the Sale Order . . . shall remain in full force and effect in accordance with their
terms.” 21 Paragraph 10 of the Final O rder provides , in p art, that the Court of Chancery “retains continuing and exclusive jurisdiction over the parties to the Actions for all matters relating to the Actions.” 22 On May 3, 2018, in response to an appeal Elting took challenging the sale of
her TP G shares to S hawe u nder the SPA, the Delaware Supreme Court affirmed
the Final Order. 23 O n May 7, 2018 , the sale transaction closed

. O n May 9, 2018, Ms. Shawe stipulated to the dismissal of the Section 211 and 220 Actions. 24
D. The New York Action On August 18, 2020, T r ansPer fect su ed the Intervenors in the Supreme
Court of New York ( the “New York Action” ) , asserting claims for “professional negligence” and breach es of fiduciary dut y . 25 More s pecifically, the New York Action alleges that Intervenors “reckles sly or willfu lly fo llowed the c ust odian’s instructions, which were directly contrary to the interests of TransPerfect and solely operated to the benefit of the c ustodian” and “continued to collect tens of

21 Id. ¶ 8.
22 Id. ¶ 10

. 23 El ting v. Shawe , 185 A.3d 694 (Del. 2018) (TABLE).
24 Shawe v. Trans P erfect Glob

. , In c. , C.A. No. 2017

- 0306

- A GB, Dkt. 37; Shawe v. TransPerfect Glob., Inc. , C.A. No

. 2017

- 0697

- AGB , Dkt. 9.In re TransPerfect Global, Inc. , et al.

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9 thousands of dollars in fees from TransPerfect whil e aiding and abetti ng a person with interests directly adverse to their client”

— namely, the Custodian. 26
E. The Intervention Motion and Subsequent Events On October 19, 2020, R AM and Moritz filed a motion to intervene in this
action “for the limited purpose of filing a m otion for contempt against” Shawe and
TPG. 27 The court granted the motion to intervene on December 16, 2020. 28 The same day, the Interve nors filed th e pending M otion, asserting that the New York Action “violates multiple provisions of the Sale Order and th e Fina l Order” 29 and
that the Company and Shawe should “face a per diem monetary sanction” of $30,000 “if the New York Action is not promptly dismissed.” 30 On January 11, 2021, two weeks before its response to the Motion was due, the Company a mended its co mplain t in the New York A ction

. In its opposition to the Motion, the Company represents it “ has voluntarily withdrawn all equitable claims, and is proceeding solely with legal claims for damages.” 31

25 Dkt. 1539 Ex. A ¶¶ 1 , 103, 110

. 26 Id. ¶¶ 9, 10.
27 Dkt. 1511 at 1

. 28 Dkt. 1538.
29 Dkt. 1539 ¶ 42.
30 Id

. ¶¶ 80 , 88

. 31 Dkt. 1569 at 10 n.2 & Ex. C (A mended Complaint).In re TransPerfect Global, Inc. , et al.

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10 On January 25, 2021, simultaneous with filing its opposit ion to the Motion, the Company filed an action in this court against RAM and Moritz that mirrors its amended complaint in the New York Action (the “ Delaware Malpractice Action”)

. 32 On January 29 , 2021, the New York court approved a stipu lation stayi ng that action “until thirty (30) days following the earlier of: (i) the issuance of written notice by either party to resume proceedings . . . or (ii) the issuance by a court of competent jurisdiction in Delaware of a final non

- appealable deci sion,
order or judg ment regarding the pending Motion.” 33 On March 26, 2021, the Company filed a motion to dismiss the Delaware
M alpractice A ction it filed against Intervenors “for lack of subject matter jurisdiction and improper venue pursuant to Court of Chancery Ru les 12( b)(1) and 12(b)(3).” 34 On March 31, 2021, RAM and Moritz moved to dismiss the Delaware
M alpractice A ction under Court of Chancery Rule 12(b)(6). 35

32 Tra nsPerfect Glob., Inc. v. Ross, Aronstam & Moritz, LLP et al. , C.A. No. 202 1

- 0065

- AGB

. 33 Dkt. 1572.
34 TransPerfect Glob., Inc. v. Ross, Aronstam & M oritz, LLP et al. , C.A. No. 2021

- 0065

- AGB, Dkt. 7.
35 Id. , Dkt. 8.In re TransPerfect Global, Inc. , et al.

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11 II. Analysis Court of Chancery Rule 70(b) expressly authorizes the Court to find a party in contempt for the party ’ s “failure . . . to obey or to perform any order.” 36 Determining w hether a party should be held in contempt “is addressed to the discretion of this Court.” 37 The “party petitioning for a finding of contempt bears
the burden to sho w contempt by clear and convincing evidence.” 38 “To be held in contempt, a party must be bound by an order, have notice of it, and nevertheless violate it.” 39 “A cardinal requirement for any adjudication of contempt is that the order allegedly violated giv e clear not ice of t he conduct being proscribed.” 40 The violation “must not be a mere technical one, but must constitute a failure to obey the Court in a meaningful way.” 41
In the M otion, Intervenors argue that by bringing the New York Action,
TPG and Shaw e violated four pro visions of this c ourt’s orders that fall into two

36 Ch. Ct. R. 70(b)

. 37 Dickerson v. Castle , 1991 WL 208467, at *3 (Del. Ch. Oct. 15, 1991).
38 Trascent Mgmt. Consulting, LLC v. Bouri , 2018 WL 6338996 , at *1 (Del. Ch. Dec. 4, 2018).
39 Aveta Inc. v. Bengoa , 986 A.2d 1166, 1181 (Del. Ch. 2009).
40 Mother African Union First C olored Methodist Protesta nt Church v. Conf

. of African Union First Colored Methodist Protestant Church , 1992 WL 83518, at *9 (Del. Ch. Apr. 22, 1992) (internal quotation omitted ) , aff ’ d , 633 A.2d 369 ( Del. 1993) ( TABLE)

. 41 Dickerson, 1991 WL 208467, at *4 (internal quotation mark s omitted)

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12 categories. The first category concerns a release of claims and a bar order in the Final Order. The second category concerns exclusive jurisdiction provisions in the
Sale Order and the Final Order

. The c ourt will address the se provisions in turn

. A. The Release and Bar Provision s in the Final Order
P aragraph 3(b) of the Final Order contains a release of claims and a

covenant not to sue

. It states , in relevant par t , that : Effective upo n the Closi ng, each of Parent [Shawe] , Buyer, each of Bu yer’s present or future members, Shirley Shawe and his , its and her (as applicable) respective agents , heirs, executors, family members, spouses, administrators, estate , beneficiaries, assigns, adviso rs and repr esentati ves ( the “Buyer Releasors” ) does, to the fullest extent permitted by Law, hereby knowingly waive, fully release and forever discharge and covenant not to sue , directly or indirectly or on behalf of any Person (including through any deriv ative actio n), the Seller, the Company , the Company Subsidiaries, the Custodian, his advisors, . . . and all of their respective past and present agents, . . . representatives, [and] attorneys , . . . (the “Buyer Released Parties”)

. . . from and with respe ct to any a nd all C laims which the Buyer Releasors ever had, n ow have or which they hereinafter can have, s hall or may have by reason of any matter, cause or thing whatsoever in connection with, arising out of, based upon or related to . . . any . . . matt er whatsoev er arisi ng out of or related to . . . the Sale Order and any matters contemplated thereby

. 42

42 Dkt. 1243 ¶ 3(b) (emphasis added) . This provision restates Section 8.2(b) of the S PA , which defines (i) “Parent” as Philip R. Shawe, (ii) “B uyer” as PRS Capital LLC, a New York limite d liability company of which Shawe was the sole and managi ng member, TransPerfect , 2018 WL 904160 , at *12, and (iii) “Seller” as Elizabeth Elting. See Dkt. 1185 Ann. C § 1.1

.In re TransPerfect Global, Inc. , et al.

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13 Intervenors contend that Shawe and TPG should be held in contempt for violating paragraph 3(b) because the claims asserted in the New York Action wer e released
under th is provision. To be more specific, Intervenors contend that (i) TransPerfect, as an “agent”
of Shaw e , is a “Buyer Releasor,” (ii) RAM and Moritz , as past “agent s , ” “representative s ” and/or “attorney s ” of the Company are “Buyer Released Part ies , ” and (iii ) the claims in the New York Action fall within the scope of the release because they are claims the Buyer Releasors had that arise out of and relate to “the Sale Order and any matter s contemplated thereby.” 43 In my view, Intervenors’

ar gument cann ot suppo rt a finding of contempt for two reasons , both of which
relat e to Intervenors’ contention that TransPerfect is a “Buy e r Releasor.”
First , TransPerfect

— which is the only plaintiff in the New York Action

— did not have clear notice that i t was bound by parag raph 3(b) of the Final Order

. This is because p aragraph 3(b) does not list TransPerfect by name as a Buyer
Releasor and it is not obvious from the plain terms of the release provision how the Company would be an “agent” of Shawe to be a Buyer Rel easor, wh ich, as Intervenors admit, is “the only way” paragraph 3(b) binds TransPerfect. 44

43 Dkt. 1539 ¶¶ 44

- 52.
44 Oral Arg. Tr. at 51 (Feb. 11, 2021) (Dkt. 1580); see als o Dkt. 1539 at 19 n.5.In re TransPerfect Global, Inc. , et al.

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14 In support of their agency theory, Intervenors rely on cases where a corporate entity was prohibited “ from using another entity, whether a corporation

or another fo rm of bus iness entity” to “circumvent the purpose” of an agreement 45
and where an order binding a corporate entity was found to be “identical to an order issued to its officers” because “incorporeal abstractions act through agents.” 46 Intervenors , however, have cite d no legal authority where a corporate entity was found to be the agent of a natural person. Without ruling on that matter , the lack of any supporting authority on th e issue c reates doubt o ver Intervenors ’ interpretation of paragraph 3 (b) and und ermines t he ir contention that Shawe and
TransPerfect had “clear notice” that the New York Action would violate paragraph 3(b) of the Final Order. Second, Intervenors ’ argument that Shawe caused T ransPerfect as his agent

to assert released claim s in the Ne w York Ac tion implicates a question of fact

.

45 Preferred Inv. Servs., Inc. v. T & H Bail Bonds, Inc. , 2013 WL 3934992, at *16 (Del. Ch. July 24, 2013), aff ’ d sub nom. Preferred Inv. Servs., Inc. v. T & H Bail Bond, Inc. , 108 A.3d 1225 (Del. 2015)) ; see also Neuravana Med., LL C v. Balt USA, LLC , 2019 WL 4464268, at *8

- 9 (Del. Ch. Sept . 18, 2019) (discussing when a subsidiary is an agent of a parent corporation under the agency theory of personal jurisdiction) , reargument denied , 2019 W L 5092894 (Del. Ch. Oct. 10, 2019)

. 46 Deuts ch v. ZST Digi t. Networks, Inc. , 2018 WL 3005822, at *10 (D el. Ch. June 14, 2018) (quoting Reich v. Sea Sprite Boat Co., Inc. , 50 F.3d 413, 417 (7 th Cir. 1995) (Easterbrook, J.) ).In re TransPerfect Global, Inc. , et al.

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15 Although it is indisputable that Shawe controls the Company through his 99%

owner ship of the Company , and although it is hard to imagine given the history of these proceedings that Shawe did not dire ct the Comp any to fi le the New York
Action , there is no record before the court that he actually di d so. Without clear and convincing evidence that Shawe in fact caused T ransPerfect to file the New York Action, the court cannot find that the Company acted as his “ag ent , ” eve n assuming it is legally possible for an entity to serve as the agent of a natural
person. Intervenors also contend that the filing of the New York A ction violated paragraph 5(b) of the Final Order

. That provisions states , in relevant part , that : [Shawe] , Buyer, each of Buyer’s present or future members and managers, Shirley Shawe and his, its and her (as applicable) respective agents , heirs, executors, family members, spouses, administrators, estate, beneficiaries, assigns, advisors an d represen tatives sh all be deemed, by operation of law and of this Order , and only to the extent permitted by applicable law, to have covenanted not to sue any of the Buyer Released Parties with respect to the Released Claims as defined in Paragraph 3(b) o f this Ord er, and sh all , only to the extent permitted by applicable law, be forever BARRED, ENJOINED and RESTRAINED by operation of this Order from initiating or p ursuing, or causing or acting in concert with any other person or entity to initiate or pursu e , any cla im , action , suit or proceeding of any nature whatsoever . . . relating to the released Claims as defined in Paragraph 3(b) of this Order

. . . . 47

47 Dkt. 1243 ¶ 5(b) (emphasis add ed)

.In re TransPerfect Global, Inc. , et al.

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16 Importantly, as the text bolded above shows, the universe of persons barred from “initiating or pur suing . . . released Claims” in paragraph 5(b) tracks the definition of “Buyer Releasors” in paragraph 3(b) of the Final Order . Intervenors’ reliance
on th is aspect of th e bar order thus suffers from the same deficiencies as their
reliance on the release in paragra ph 3(b)

. To be more s pecific, to conclude that the initiation or pursuit of the New
York Action violate d paragraph 5(b), the court would have to find that (i)
T ransPerfect was acting as an agent of Shawe when it filed the New York Action and (ii ) that Sha we in fact caused T ransPerfect to file the New York Action . For the reasons discussed above, the first issue implicates a legal issue for which no supporting authority has been provided , which negates TransPerfect ha ving “clear notice” tha t its fili ng of the New Yo rk Action would violate paragraph 5(b), and the second issue implicates a question of fact for which there is no record. Paragraph 5(b) also bars a person falling within the definition of “Buyer Releasor” from “causing or acting i n concert with any other p erson or entity to initiate or pursue, an y claim . . . relating to the released Claims as defined in Paragraph 3(b).” 48 Intervenors mentioned but devoted little attention to this aspect of the bar order. As with the Intervenor’s agency the ory, however, de monstrating

48 Id.In re TransPerfect Global, Inc. , et al.

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17 that Shawe caused the Company or acted in concert with the Company to initiate or pursue the claims in the New York Action would implicate a question of fact for
which there is no record. 49 For the reasons just discuss ed, Interv enors’ reliance on paragraph 5(b) cannot support a finding of contempt

. B . Jurisdiction al Provisions in the Sale Order and Final Order The Sale Order and the Final Order each contain provisions affording the Court of Chancery exclusive jurisdi ction over certain matters

. Specifically,
p aragraph 15 of the Sale Order states that : N o party to the Actions, and no other person acting or purporting to act as a director, stockholder, officer, employee or agent of the Company shall institute or prosecu te any act ions or proceedi ngs in any forum other than this Court challenging any action, recommendation or decision by the Custodian. 50 Paragraph 1 0 of the Final Order states, in relevant part, that:

49 I ntervenors also contend that paragraph 5(b) “is even broader than the release” in parag raph 3(b) because “[n]ot only does the claim bar prevent the assertion against ‘any [released party] [of] . . . the [released claims]’ but it prohibits ‘i nitiating or pursuing’ ‘any claim, action, suit or proceeding of any nature whatsoever . . . relating to the released C laims. ’ ” Dkt. 1539 ¶ 54 (alterations in original ). The court need not address this question because a predicate for invoking the bar ord er ( i.e. , that a “Buyer Releasor” initiate d, pursued, or caused or acted in concert to cause any other person to initiate or pursue, the claims in the New York Action) has not been established for the reasons explained above.
50 Dkt. 848 ¶ 15.In re TransPerfect Global, Inc. , et al.

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18 Without impacting the finality of this Order and judgme nt, the Co urt retains cont inuing and exclusive jurisdiction over the parties to the Actions for all matters relating to the Actions, including the administration, interpretation, effectuation or enforcement of the Sale Agreement and the Related Agreements, and all o rders of the Cou rt in Civil Action Nos. 9700

- CB and 10449

- CB . . . . 51 In both the Sale Order and the Final Order, the term “Actions” refers to the action s captioned in th os e orders, i.e. , Civil Action Nos. 9700

- CB and 10449

- CB. Respondents’ prim ary defens e against a find ing of contempt with respect to either of the jurisdictional provisions is that “there is no way that the exclusivity provisions could be reasonably interpreted to apply to a claim that could not be filed in the Court of Chancery for want o f jurisdiction.” 52 This argument is predicated on the Company’s withdrawal of its equitable claim in the New York
Action after the Motion was filed. To be more specific, Respondents contend that, by amending its complaint in the New York Action

— in the fac e of a motion fo r contempt

— to include only a legal claim for damages against Intervenors , the Court of Chancery would lose the ability to enforce its own orders even if the filing of
th e New York Action (in its original form or as amended) violat ed the pla in terms
of the exclusive jurisdiction provision of those orders.

51 Dkt. 124 3 ¶ 10.
52 Dkt. 1569 ¶ 51

.In re TransPerfect Global, Inc. , et al.

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19 It is well

- established that “the Court of Chancery has jurisdiction to enforce its own orders” 53 and it may well be appropriate to consolidate the mirror

- image malpractice action TransPerfe ct filed against Intervenors in the Court of Chancery with this action to protect its authority to do so. 54 That said, the jurisdictional questions underlying Respondents’ argument involve unique issues of Delaware law and procedure 55 that have not been ful ly briefed on th e instant Motion but that are the subject of a motion the Company filed in the Delaware Malpractice Action
that is currently be ing briefed

. 56 Given these circumstances, the court assumes

53 In re TransPer

fect Glob., Inc. , 2019 WL 6130807, at *5 (Del. Ch. Nov. 18, 2019).
54 See Ch. Ct. R. 42(a) (“When actions involving a common question of law or fact are pending before the Court, it may order a joint hearing or tria l of any or all the matters in issue in th e actions; it may order all the actions consolidated; and it may make such orders concerning the proceedings therein as may tend to avoid unnecessary costs or delay.”).
55 For example, TransPerfect notes that the New York Action requests a jury trial, whi ch is unavailable in this court. Dkt. 1569 ¶ 55. Putting a side whether the Company would be entitled to a jury trial, this court can send discrete factual issues to the Superior Court for trial by jury. See 10 D el. C. § 369 ( “When matters of fact, prope r to be tried by a jury, arise in any cause depending in Cha ncery, the Court of Chancery may order such facts to trial by issues at the Bar of the Superior Court.”) . In such event, a member of the Court of Chancer y could be designated to serve as a judge on the Superior Court. See Del. Const. a rt. IV , § 13 (2) (Au thorizing the Chief Justice “ to designate one or more of the State Judges (including the Justices of the Supreme Court) to sit in the Court of Chancery, the Superior Court, the Family Court or the Court of Common Pleas, as the case may be, and to hear and decide such causes in such Court and for such period of time as shall be designated ”).
56 See TransPerfect Glob., Inc. v. Ross, Aronstam & Moritz, LLP et al. , C.A. No. 2021

- 0065

- AGB, Dkt s . 7 , 9

.In re TransPerfect Global, Inc. , et al.

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20 without deciding for purposes of this opinion that it would have subj ect matter jurisdiction over the claim asserted in the Delaware Malpractice Action

— which mirrors the amended complaint in the New York Action

— and turns next to a ddress the parties’ arguments based on the plain text of the jurisdictional provisions in the

t wo orders at issue , beginning with the Sale Order. Intervenors argue that TransPerfect violated the jurisdictional provision in paragraph 15 of the Sale Order be cause (i) TransPerfect , a party to the Actions , (ii)
filed a lawsuit in anot her forum (iii) cha llenging actions and decisions the Custodian made concerning the Company’s defense of the 211 and 220 Actions. 57 For the reasons discussed next, t he co urt agrees that each of these three conditions
has been satisfied and thus that the Co mpany violated the plain terms of paragraph
15 of the Sale Order. TPG and Shawe do not dispute the first two conditions. Nor could they.
TransPerfect has been a party to the Actions since 2015 and separately represented
since September 2019 , 58 and it fi led suit against In tervenors in another forum

— New York state court

. T he only disputed issue is whether the New York Action challeng es “ any action, recommendation or deci sion by the Custodian.” I t does in

57 Dkt. 1539 ¶¶ 57

- 61.
58 See Dkt. 1339

.In re TransPerfect Global, Inc. , et al.

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21 my view because the New York Action squarely puts at issue actions an d decisions
of the Custodian with respect to the defense of two actions Ms. Shawe filed at a critical point during the court

- ordered sale process the C ustodian was charged to

oversee , i.e. , when the modified auction was underway followin g the Supreme
Court ’s affirmance of the Sale Order

. To be more specific, the New York Action alleg es that the Custodian was “a conflicted agent” 59 and that the Intervenors were “aid ing and abett ing ” 60 him
because they “ recklessly or willfully follow ed ” his “ instructions , which were directly contrary to the interests of TransPerfect .” 61 Given these allegations, the
New York court would be unable in my opinion to adjudicate th e Company’s malpractice claim against Intervenors without making findings concern ing t he propriety of the Custodian’s actions and decisions related to the Company’s
defense of the Section 211 and 220 Actions

— actions and decisions over which this
court has exclusive jurisdiction under the Sale Order

. 62

59 Dkt. 1569 Ex. C ¶ 6

. 60 Id. ¶ 10.
61 Id. ¶ 9.
62 TPG and Shawe’s one sentence response that the New York Action “challenges actions and decisions by Interveners, not the Custodian” (Dkt. 1569 ¶ 52) ignores the reality that the relief sought in the New York Action log ically dep ends on demonstrating that the “instructions” of the Custodian that the Intervenors allegedly “followed” in a scheme to aid and abet the Custodian were improper. See Dkt. 1569 Ex. C ¶ 10.In re TransPerfect Global, Inc. , et al.

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22 For example, a s discussed above, this court sided with th e position RAM advocated on TPG’s behalf and at the Custodian’s direction in the Section 211
Action , finding that M s. Shawe’s highly conditional propos al to grant Elting a proxy to break the deadlock s was a transparent

— and futile

— attempt to interfere
with the court

- ordered sale process shortly after the Sale Order had been affirmed on appeal

. 63 It is difficult to conceive how the New York court could adj udicate a malpractice claim against Intervenors with respect to the ir handling of the defense
of the Sect ion 211 Action without making findings concerning the Custodian’s actions and decisions to oppos e that action.
T he Company’s opposition to Ms. Shawe’ s inspection demand, which RAM implemented at the Custodian’s direction, implicates si milar consideration s
. In response to Ms. Shawe’s initial inquiry for billing records, which was sent to the Custodian just three days after she received an adverse decis ion in the Section 211 Action, the Custodian expressed his concern that the Section 22 0 Action was
anothe r effort to “undermine the sale process”:

63 See supra Part I.B.In re TransPerfect Global, Inc. , et al.

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23 Tellingly, your letter suggests that Ms. Shawe’s inquiry is fueled by her disappointment at her recent failed attempt to stop the sales process, culminating in the failed mediation, and we can on ly surmise based on you r reference to the Citizens group, that Ms. Shawe see s this inquiry into fees as a potential new avenue to try to undermine the sale s process
. 64
On ce again, it is difficult to conceive how the New York court could adjudicate a malpra ctice claim concern ing Intervenors’ handling of the defense of the Section
2 20 Action without making findings as to the basis for the Custodian decisions and
actions with respect to that action. In short, TransPerfect’s theory of liability against Interve nors in the New
Yor k Action is inextricably intertwined with the actions and decisions of the
Custodian whose instructions the Intervenors followed. As such, the conduct at
iss ue in the New York Action falls within the plain terms of paragraph 15 of the
Sale Ord er , which TransPerf ect violated by filing the New York Action. This
violation is meaningful because it directly implicates the Court of Chancery’s authority to appoint a nd supervise custodians to address stockholder and board
level deadlocks under Section 226 of the Delawar e General Corporation Law. Turning to the Final Order, Intervenors argue that the New York Action is a “matter[] relating to the Actions” and thus fal ls within the language of paragraph

64 Shawe v. TransPerfect Glob., Inc

. , C. A. No

. 2017

- 0697

- AGB , Dkt. 1 Ex. 6 at 2

.In re TransPerfect Global, Inc. , et al.

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24 10 of the Final Order because “litigating TPG’s cl aims requires exami ning the
actions and motivations of the Custodian and the extent to which the Sale Order required RAM to follow the Custodian’s directions.” 65 This int erpretation of the jurisdictional provision in the Final Order appears reasonable , but the court need

not address it further because the jurisdictional provision in the Sale O rder more clearly applies to the New York Action for the reasons just discussed

. Put differently, if Intervenors would not be entitled to a finding of contempt under jurisdictional prov ision of the Sale Order, a fortiori they would not be entitled to
such a find ing under the jurisdictional provision in the Final Order. Having determ ined that the filing of the New York Action violated the jurisdictional provision in t he Sale Order in a meaningful way, the final question is
whether the court should, in the exercise of its discretion, make a finding of contempt and order a sanction, as Intervenors request. Guided by the principles
that the “ purpose of a civil contempt d etermination is to coerce obedience to a court’s order” 66 and that, “[e]ven where there has been a violation, the Court will consider good faith efforts to comply with the order or to remedy the consequences

65 Dkt. 153 9 ¶ 71.
66 Mother African Union , 1992 WL 83518 , at *6.In re TransPerfect Global, Inc. , et al.

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25 of non

- compliance,” 67 the court concludes that a f inding of contempt and the imposition of a sanction is not warranted , at least at this time. Importantly, since the filing of the New York Action, TransPerfect (i)

entere d into a stipulation to stay that action and has not sought to lift the stay while
the court decides the Motion 68 and (ii) filed the Delaware Malpractice Action,
which may serve as the vehicle to adjudicate its claims against Intervenors in th is
forum. To be sure, TransPerfect took both actions using aggressive rhetoric and subject to quali fications and reser vations of rights. Nonetheless, and giving the Company the benefit of the doubt, those actions reflect an effort to remedy the consequences of its non

- compliance with the exclusive jurisdiction provision in the
Sale Order and obviate th e need for a findin g of contempt and the imposition of any sanction.

67 In re TransPerfect Glob., Inc. , 2019 WL 5260362, at *10 (Del. Ch. Oct. 17, 2019) (citing Dickerson , 1991 WL 208467, at *4).
68 See Dkt. 1572.In re TransPerfect Global, Inc. , et al.

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26 I II . Conclusion For the reasons explained above, the motion for contempt is DENIED

. The parties are directed to confer and submit a schedule to complete briefing on the pending motions i n the Delaware Malp ractice Action and any other threshold issues relating thereto. IT IS SO ORDERED. Sincerely , /s/ Andre G. Bouchard Chancellor AGB/gm