This article contains content that is written like an advertisement .(August 2019) |
Company type | Private |
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Industry | |
Founded | 1992 |
Founders | |
Headquarters | , United States |
Area served | Worldwide |
Key people | Phil Shawe (CEO) |
Products |
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Services |
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Revenue | US$1,100,000,000 [1] [2] (2022) |
Number of employees | 7,000 [3] (2021) |
Divisions |
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Website | www |
TransPerfect is a New York City-based translation and language services company. The company serves clients in many fields, such as film, gaming, law, and healthcare. [4] [5] As of 2012 [update] , TransPerfect is "the largest privately owned language services provider, with offices in over 100 cities worldwide" and more than 7,500 employees. [6] [7] [8] [9]
TransPerfect's founders Elizabeth Elting and Phil Shawe met in a New York University (NYU) dormitory room and founded the company in 1992. With no external financing, TransPerfect grew from a two-person dormitory-based operation into one of the 125 largest privately held companies in the New York area. [10]
In 1998, the firm began expanding worldwide. In 1999, TransPerfect established a technology division, launching Translations.com with several million dollars in outside investment to meet the demand for software and website translations. [11] In 2004, they bought out their investors and merged TransPerfect and Translations.com. [11]
The company grew using primarily live translation services from multilingual people all over the world. In 2003, TransPerfect began using Wordfast, which was initially developed as a platform-independent translation memory software. While TransPerfect used the Wordfast product under license, [12] it remained a wholly separate entity that is operated by the software’s founder Yves Champollion. [13]
As its revenues grew to nearly $65 million in 2005, the firm continued making key acquisitions. TransPerfect acquired Crimson Language Services, a Boston-based medical and other highly-regulated industries translation company. [14]
Adding to its business, TransPerfect acquired Digital Reef in 2012 and entered the electronic discovery business. [15]
In 2013, the company acquired Vasont Systems, a component content management system that helps companies publish multilingual technical documentation, product manuals, and other business information. [16]
From 2015 to 2018, TransPerfect was involved in a legal dispute between its founders. [17] [18] It closed 2016 with sales at $546 million and its sales for the full year 2017 totaled $614.8m. [19] Two months after the conclusion of the three-year lawsuit that ended with Shawe becoming the sole owner, the company posted its most successful month's revenues in June 2018, at $62 million. [20] It posted $337 million for the first half of 2018, which was up nearly 20% from 2017. [21]
In 2019 the company acquired media localization companies in the areas of gaming and streaming services, and opened a new 900-seat facility in Arizona. [22] [23]
In 2019, TransPerfect acquired the marketing and naming rights to the annual Music City Bowl for a five-year period. [24] [25] The 2020 game was cancelled due to covid, making its sponsorship through 2025. [26]
In 2021, TransPerfect acquired Swedish language-technology business Semantix for $100 million dollars from the private equity fund Segulah Advisors. [27] The acquisition allowed TransPerfect to provide translation and interpretation services for both the public and private sectors throughout the Nordic region, a place they previously had limited access.
In August 2022, TransPerfect acquired Sterling Technology, a European provider of virtual data rooms. [28] The acquisition puts the companies in a better position to compete against the larger players in the VDR market, which businesses use to securely send and store information for complex financial transactions.
In October 2022, TransPerfect closed a deal to buy Paris based Hiventy Group, which specializes in technical audiovisual services including post-production, localization, distribution, and film restoration. The acquisition brings the total owned-and-operated footprint to over 90 recording rooms and eight theatrical rooms worldwide for the company. [29]
The company posted its 2022 revenues at $1.16 Billion, marking its 30th year of business and growth and 120 consecutive quarters of increased revenue for the privately held company. [1]
This section may lend undue weight to certain ideas, incidents, or controversies.(August 2019) |
Following an apparent difficulty in communications between one another, Elting considered her options regarding her 50% ownership of the company. Among the issues she was concerned with was the value of her 50% ownership share. [30] Elting sought relief from the legal system. Shawe saw that as an attempt by Elting to use the courts to help her negotiate an exit agreement. [31] In 2014, Elting sought to remove Shawe as an officer of TransPerfect Translations International, Inc. (TPI). Elting sought an injunction barring Shawe from conducting any managerial activity related to TransPerfect and sought the dissolution of TransPerfect, alleging that Shawe had engaged in "erratic and abusive behavior". [32] [33] New York State Supreme Court Justice Melvin Schweitzer dismissed the case, suggesting the two needed to work it out privately and not seek remedy from a court. [34]
The suit was then taken to the Delaware Chancery where Elting reissued her complaint, and Shawe alleged that Elting had breached her fiduciary duties by not moving ahead with certain business-related opportunities, such as leases, acquisitions, and diverting funds for her own personal use. [35] In August 2015, The Chancellor of the Delaware Chancery Court, Andre Bouchard, decided to have a third-party sell the shares of the company in a public auction. [36]
Former New York Mayor Rudolph Giuliani chimed in and suggested that the court decision in Delaware would harm Delaware's status as a popular business incorporation state. [37] [38] NY Justice Schweitzer also publicly commented on the case in Delaware, saying, "I was kind of shocked at how extreme the result was... The company is still doing phenomenally well and I thought there were steps that should have been taken short of ordering a sale. That's what I would have done if I still had the case." [39]
The argument against the Chancellor has been the misapplication of Delaware General Corporation Law, [40] clause 226 that authorizes the sale of a company when it faces financial default and other catastrophic issues. Here, as the company has only proven to do even better each year, even during this lawsuit period. [41] The defendants have argued that the company has not suffered and that the only remedy is the appointment of tie-breaking board member to help move issues along. [42] Following Bouchard's decision, Shawe sought an appeal of the ruling and the oral argument was held on 18 January 2017. [43]
For the appeal, Professor Alan Dershowitz argued for Shirley Shawe, a 1% owner in the company. [44] Dershowitz argued that Chancellor Bouchard's decision was tantamount to an illegal constitutional taking. [44] Delaware Chief justice Leo Strine argued back to Dershowitz that he had no right to bring that up since it was not in the initial case, and the two argued over the law. [45] The appeal affirmed Bouchard's decision. [46] Shawe and Dershowitz then suggested that they will petition the U.S. Supreme Court for certiorari. [47] In March 2017, Shirley Shawe announced that she would attempt to break the manufactured corporate deadlock to end the legal case and stop the court imposed sale, [48] and laid out a plan to vote her single share with Elting's 50%, giving Elting control to appoint five board members with staggered terms, making it mathematically improbable for deadlock to ensue. [49] [50] Elting's team rejected that offer, advising that there was already a sale order in place. [51] [52] On 2 June 2017, the Delaware Chancellor heard the case of Shirley Shawe's proposal to grant the votes of her 1% to Elting to cede control, and simultaneously heard the motion by Elting to sanction Shawe for trying to settle the case without the public sale. [53] Bouchard appeared unsettled by the amount of media that this case has garnered, [54] [55] and stated that this case should settle out of court. [53] During the hearing, he challenged Elting, asking her why she would not accept control of the company as she has stated she wanted during the initial case and the appeal, [56] and her attorney intervened and stated that she would not run a company where Philip Shawe owned 49%. [56] [57]
Judge Bouchard chose to order mediation while still pursuing the public sale order, [56] [57] [53] stating that he had appointed former Chancellor Bill Chandler to mediate, and would not rule on either motion for at least 30 days. [57]
After the final round of bidding for the company on 10 November passed, late in the evening on 14 November 2017, Delaware State Senator Colin Bonini wrote an email to Chancellor Andre Bouchard asking to be permitted to oversee the review of bids. Bonini cited questions of "conflicts that would make the auction process appear 'rigged or invalid,'" dealing with Credit Suisse, the investment bank running the TransPerfect auction, and the law firm Skadden Arps, and one of the bidders that was allegedly intertwined with both. [58] Bouchard notified the parties that he would not take any action on the letter, but entered it into the public record; several media then reported the letter and the allegations. [59]
With more than two years of litigation and legal questions over whether a court can order the auction of a successful private company that is not in distress or bankruptcy, [60] the court appointed custodian, Robert Pincus, a partner at Skadden Arps, announced in a 20 November 2017 email to the employees of the company, that Philip Shawe was the successful bidder in the public auction, and that he was in final talks to bring this matter to an end. [61]
In November 2022, TransPerfect filed certiorari in the United States Supreme Court to challenge the Delaware Chancery's previous ruling of contempt and sanctions against TransPerfect for filing a suit across "jurisdictional lines" when the company challenged a set of Chancery rulings in Nevada, its state of incorporation. TransPerfect claimed the contempt finding violated rights protected by the First and Fourteenth amendments, arguing the company should have been permitted to proceed with its Nevada case and not allowing it to do so could serve as a warning to other corporate litigants. [62]
Also, in November 2022, the company filed a securities fraud lawsuit against the former court appointed custodian Pincus and financial advisor Credit Suisse in the Federal District of Delaware. The suit claims the two intentionally led Shawe to overbid on his ex-partners TransPerfect shares by $70 million, by lying about the money Shawe would need to bid to gain control of Elting's TransPerfect shares in order to save face with the Chancery Court and get a bigger payout themselves. The company alleged that Pincus and Credit Suisse reportedly told TransPerfect and Shawe there had been bids higher than theirs in the auction, and that to successfully purchase Elting's shares, they would have to raise their bid an additional $70 million. The information for the complaint was based on information obtained during discovery in a New York litigation issue, and that Shawe's bid of $710 million was already the highest made in the auction when accounting for deductions and tax considerations. [63]
The company has since been contending that Pincus has continued to submit legal bills more than one year after his role ended in 2018, and attorneys for the company are seeking to have the legal bills itemized and explained, which Bouchard has continuously denied. [64] [65]
On 10 July 2019, one last issue of TransPerfect was raised before the Chancery court. Elting sued one more time for legal bills that she claimed were owed to her by the company under her indemnification clause, while the company maintained that it paid what was due and that these expenses fell outside of the agreement. [66]
Another set of legal disputes rising from issues related to the protracted sale order case in Delaware, TransPerfect and Shawe had claimed that Skadden Arps had been billing excessively for work it would not explain, and the Chancellor granted the law firm's fee requests without Transperfect having an opportunity to review it. [67] Chancellor Bouchard had sided with the law firm and continued to permit it to submit invoices for unspecified work. [68] Shawe contended that the invoices be itemized and made public, but the Chancellor agreed with Skadden that by requiring a law firm to disclose what it was billing in a public forum could harm the ability for companies registered in Delaware to protect its interests. [69] The Chancellor agreed and mandated that the invoices must remain hidden, but lawyers for Shawe and TransPerfect could view limited details and then, within a certain time frame, submit disputes to items it takes issue with. As a result, Skadden Arps has included in its billing to TransPerfect, charges to defend its interests against Shawe's requests to see itemized invoices. [70] [71]
Included in this case has been a campaign waged by a group that calls itself Citizens for a Pro-Business Delaware [72] to lobby the legislature to change the chancery rules regarding the forced sale of a private, well performing company. [73] The group claims over 1200 members. [74] "Citizens " built a website, has run television commercials, [75] taken billboard and newspaper ads, petitioned elected leaders [76] and held press conferences to press the issue of their concern for the jobs that may be lost [74] and the impact this decision would have on Delaware's ability to continue attracting new companies to incorporate in the state. [77]
There have been charges of unethical actions by Elting's law firm Kramer Levin Naftalis & Frankel, [78] which was sanctioned by the Chancery Court for "repeatedly instruct[ing] a witness not to answer questions." [79]
A defamation suit was filed by Shirley Shawe against Kramer Levin, claiming that its lead attorney on the case "crossed the line" by making false statements in connection with the Delaware sale case that "were intended to damage Shawe's business and personal reputation," while talking to a reporter about the case. [80] Citing that same interview, attorney Philip Kaufman was also accused of contradicting himself when he argued before the appeal court from what he claimed to the reporter. [81] Shawe ran a series of TV ads highlighting the varying sets of comments made by Kaufman and the video was posted to YouTube. [82]
The Delaware General Corporation Law is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in United States corporate law and has been described as the de facto corporate capital of the United States.
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, typically shortened to Skadden, is an American multinational law firm headquartered in New York City. The company is known for its work on company mergers and takeovers.
The Delaware Court of Chancery is a court of equity in the U.S. state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The court is known for being a hub for corporate governance litigation in the United States, as two-thirds of Fortune 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world.
Alan Morton Dershowitz is an American lawyer and law professor known for his work in U.S. constitutional law and American criminal law. From 1964 to 2013, he taught at Harvard Law School, where he was appointed as the Felix Frankfurter Professor of Law in 1993. Dershowitz is a regular media contributor, political commentator, and legal analyst.
The name Wordfast is used for any number of translation memory products developed by Wordfast LLC. The original Wordfast product, now called Wordfast Classic, was developed by Yves Champollion in 1999 as a cheaper alternative to Trados, a translation memory program. The current Wordfast products run on a variety of platforms but use largely compatible translation memory formats, and often also have similar workflows. Wordfast LLC is based in Delaware, United States, although most of the development takes place in Paris, France. There is also a support center in the Czech Republic. The company has around 50 employees.
Reed Smith LLP is a global law firm with more than 1,500 lawyers in 30 offices throughout the United States, Europe, the Middle East and Asia.
Leo E. Strine, Jr. is an American attorney and retired judge for the state of Delaware. He served on the Delaware Court of Chancery as vice chancellor from 1998 to 2011 and chancellor from 2011 to 2014, and as the chief justice of the Delaware Supreme Court from 2014 to 2019. Strine has worked in private practice since 2020.
The Government of Delaware encompasses the administrative structure of the US state of Delaware as established by its 1897 constitution. Analogously to the US federal government, it is composed of three branches: executive, legislative, and judicial. The Governor is head of the executive, the General Assembly is the legislature, and the Supreme Court is the highest court. The state is also organized into counties, municipalities, school districts, and special districts.
In re Walt Disney Derivative Litigation, 907 A 2d 693 (2005) is a U.S. corporate law case concerning the scope of the duty of care under Delaware law. Disney is the leading case on executive compensation.
Carolyn Berger is a former justice of the Delaware Supreme Court, and a former vice chancellor on the Delaware Court of Chancery. She was the first female member of both courts.
Young Conaway Stargatt & Taylor, LLP (YCST) is an American law practice based in Wilmington, Delaware. YCST is the second largest law firm in the state of Delaware, and provides legal services to a number of local and international clients. In 2014 YCST was ranked by Chambers USA legal organization as a national leader in the legal profession. From 2011 to 2015 it represented Jay Miscovich during the Miscovich Emeralds Hoax. The law firm notably served as the now-defunct Kodak's legal council during the camera company's bankruptcy proceedings and longstanding patent disputes with Apple.
Reid Collins & Tsai LLP is a national trial law firm with offices in New York, Austin, Dallas, Wilmington, and Washington, D.C. The firm represents plaintiffs in complex commercial litigation on a mixed-fee or contingency-fee basis.
Elizabeth Elting is an American businesswoman, entrepreneur, and philanthropist. She co-founded and served as co-chief executive officer of TransPerfect, the world's largest translation services provider, for 25 years. She has been named to Forbes magazine's list of the Richest Self-Made Women since 2016, with a net worth of $420 million.
Martin P. Russo is an American trial lawyer of Sicilian and Cuban heritage from New York. He handles complex business litigation in state and federal courts throughout the United States, and other matters pending in administrative and alternative dispute resolution forums. He has handled bet-the-company litigations, complicated commercial disputes, financial services litigation, regulatory defense, white collar defense, corporate compliance, and internal investigations for publicly held and private companies in the United States and abroad.
Kathaleen Saint Jude McCormick is an American lawyer and judge on the Delaware Court of Chancery, first as a vice chancellor from 2018 to 2021 and then as the current chancellor since 2021. She is the first female chancellor in Delaware history.
Philip Reid Shawe "Phil" is an American businessperson. He is the Co-Founder and current Co-CEO of TransPerfect. He has overseen the day-to-day operations of the company since its founding in 1992. Shawe was named Entrepreneur of the Year for New York City by Ernst & Young and named to Crain's New York “40 Under 40 list” as one of the top young executives in New York.
James Travis Laster is an American corporate lawyer and judge who has served as a Vice Chancellor of the Delaware Court of Chancery since 2009.
Morgan T. Zurn is an American lawyer and judge on the Delaware Court of Chancery.
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.
Joseph R. Slights III is a lawyer and retired American judge who served on the Delaware Court of Chancery from 2016 to 2022, and the Superior Court of Delaware from 2000 to 2012, playing an instrumental role in creating that court's Complex Commercial Litigation Division.
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