Chancellor Andre Bouchard

A Rare Behind-the-Scenes Glimpse at an Ongoing Delaware Legal Battle

In a rare glimpse at actual emails coming from an ongoing Delaware Chancery Court battle, thanks to publicly available court documents, I’ve been able to read email exchanges between Delaware law firm Skadden Arps attorneys and executives at TransPerfect. They have been battling for years and I’ve been writing about it. I’ve taken the liberty to lift the emails directly from the court document, so you can read them yourselves, folks. 

I would love to hear your thoughts on this! This case is making history in Delaware. 

Respectfully yours, 

Judson Bennett


EXHIBIT A 

From: Pincus, RobertB [Bob.Pincus@skadden.com

Sent: Monday, October 24, 2016 7:15 PM

To: Phil Shawe Cc: claytonwj@sullcrom.com

Subject: Re: Grant Thornton Progress Billings 

I don’t know what “consciously approved”means. The policy was submitted to the Board, David was with you, and you complained about Roy losing his authority. Whether you approved or not, the Board approved it. The court approves my fees. If you believe that I am taking advantage of the Company, you should discuss with the Chancellor. The last time I provided you information, it made it to your lobbying group’s advertisements. I do not intend to do that again.

Sent from my iPad

On Oct 24, 2016, at 6:54 PM, Phil Shawe <pshawe@translations.com> wrote: 

Thanks Bob. I am quite sure that I consciously approved no such thing. 

I feel that vast sums of company’s money are being spent by you and your agents and their agents – on your own bills – with your own approval – with no meaningful disinterested or non conflicted review. 

This is In violation of the most basic accounting principles. 

How can this be rectified? 

No one should have a blank check just to pay themselves whatever they want — whenever they want — out of the company coffers — completely unreviewed — and completely unchecked. This is how you/Skadden and Joel/A&M pay each other now — but because Joel is beholden to you, the system is flawed. 

Example: If you/Skadden had a 5,000 line item, but erred and typed 50,000 — How would this error ever get caught? 

Your self-imposed and self-regulated system: Lump sum billing with no detail + no meaning review + “approve your own bills with yourself and your own agents that you reciprocal approve theirs with no review” cannot be proper procedure under Custodian/Receiver guidelines or accounting standards. Even as a state actor and arm of the court — this unlimited and unchecked ability to spend the company’s money just does not seem right, 

I am open to solutions: but there should be “segregation of duties” in accounting. I am not saying that you and A&M are scratching each other’s backs on bill approval and payment — but as of now, you could — and that should not be permitted to happen at the system level — and with change you force through — our accounting system becomes more and more contorted so that 

your and your agents are in position to approve each other’s bills with no meaningful review whatsoever. 

Again, this cannot right — and the system should include approved other than your own – for your own bills. 

Best, 

Phil 

On Oct 25, 2016, at 6:08 AM, Pincus, Robert B <Bob.Pincus@skadden.com> wrote: 

You approved the signing policy at the last Board meeting. A copy of which, marked from the last approved policy, is attached hereto. If you have a list of questions you would like to have answered please call me to discuss. 

Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square | P.O. Box 636 | Wilmington | Delaware 19899-0636 

T: 302.651.3090 F: 302.434.3090 | M: 302.562.5232 bob.pincus@skadden.com 

From: Phil Shawe [mailto:pshawe@translations.com]
Sent: Monday, October 24, 2016 5:46 PM
To: Pincus, Robert B (WIL)
Cc: claytonwj@sullcrom.com; dgoldstein@rbskl.com; Marty Russo
Subject: Re: Grant Thornton Progress Billings 

Bob, 

Are you trying to cut my approval out of here too? 

Your and agent’s fees are extravagant, and you are basically writing your own checks from the company. I object to your and your agents unchecked bills. 

Please provide full itemized bills on the future. These should be checked like any receiver. 

Is it true you unilaterally raised your hourly rate to TransPefect to $1425 without seeking the courts permission? …or notifying me or the Board? 

And who is the check and balance on Skadden’s bills? …or do you just bill whatever you want with no meaningful review whatsoever. 

Do you deem this appropriate? 

Please answer. I have a list of unanswered questions from you that is mounting.
Please kindly review my previous and provide answers.

Also please stop continually referring to my concern over potential improprieties by others — or by you and your agents as “bullshit” or other profane language. Such language is not necessary or constructive. 

Thank you, 

Phil

On Oct 25, 2016, at 5:27 AM, Pincus, Robert B <Bob.Pincus@skadden.com> wrote: 

Joel-please provide Sylvia with the payment approval matrix that was approved at the last Board meeting. Email approvals of two of three Board members are needed for non recurring or court appointed professional services, subject to certain exceptions. The GT payment is approved. Please process accordingly.

Robert B. Pincus
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square | P.O. Box 636 | Wilmington Delaware | 19899-0636
T: 302.651.3090 F: 302.434.3090 | M: 302.562.5232 bob.pincus@skadden.com 

From: Silvia Cartagena [mailto:scartagena@transperfect.com]
Sent: Monday, October 24, 2016 5:20 PM
To: Mostrom, Joel
Cc: Steve Tondera; Pincus, Robert B (WIL); Liz Elting; Phil Shawe Subject: RE: Grant Thorton Progress Billings 

Good Afternoon Joel,
Grant Thornton LLP (GRANO006) invoice #’s 953078650 and 953085886 along with Bob’s and Liz’s approvals have been received and will be processed once Phil’s approval is received as well. 

Best Regards, Silvia Cartagena 

Silvia Cartagena | Accounts Payable Manager
TransPerfect
t +212 689-5555 x 1382 | f +646 607-1559 

From: Mostrom, Joel [mailto:jmostrom@alvarezandmarsal.com]
Sent: Monday, October 24, 2016 4:49 PM
To: Silvia Cartagena
Cc: Steve Tondera; Pincus, Robert B; Liz Elting; Phil Shawe; Mostrom, Joel
Subject: FW: Grant Thorton Progress Billings

Silvia

Attached are Grant Thornton’s progress invoices #5 and 6 for processing. Also attached are email approvals from the Board. 

Joel Mostrom
Mobile +1 917 294 0224 

From: Mostrom, Joel
Sent: Wednesday, October 19, 2016 8:34 AM
To: Pincus, Robert B; Liz Elting; Phil Shawe (pshawe@translations.com) Cc: Steve Tondera; Mostrom, Joel
Subject: Grant Thorton Progress Billings 

Bob, Phil and Liz 

Attached are Grant Thornton’s progress bills #5 and 6. Also included is a recap of fees incurred by individual on a cumulative basis. To date fees total approximately $1.1M. 

Once you approve the attached invoices we’ll forward to accounts payable for processing. 

Please let me know if you have any questions. 

Thank

Joel Mostrom Senior Director Alvarez & Marsal North America LLC 3424 Peachtree Road NE Suite 1500 Atlanta Georgia 30326 Direct 404 720-5225 Mobile 917 294 022

jmostrom@alvarezandmarsal.com www.alvarezandmarsal.com 

This message is intended only for the use of the addressee(s) and may contain information that is PRIVILEGED and CONFIDENTIAL. If you are not the intended recipient(s), you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. 

This email (and any attachments thereto) is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email (and any attachments thereto) is strictly prohibited. If you receive this email in error please immediately notify me at (212) 735-3000 and permanently delete the original email (and any copy of any email) and any printout thereof. 

Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request. 

From: “Pincus, Robert B” <Bob.Pincus@skadden.com>

Date: November 2, 2016 at 3:39:24 AM PDT To: Phil Shawe <pshawe@translations.com> Cc: “Mostrom, Joel” <jmostrom@alvarezandmarsal.com>, “Hershan, Robert” <rhershan@alvarezandmarsal.com>, Elisa Yoshihara <eyoshihara@transperfect.com>, Jay Clayton <ClaytonWJ@sullcrom.com>, “dgoldstein@rbskl.com” <dgoldstein@rbskl.com>, Marty Russo <mrusso@gusraekaplan.com>, “Voss, Jennifer C” <Jennifer. Voss@skadden.com>

Subject: Re: Grant Thornton Progress Billings 

Phil– your late night ramblings are ridiculous. If you have real concerns about these issues, we should discuss in a rational manner or you should bring these allegations to the Chancellor. You lawyers certainly know how to find the Court house. No one should have to put up with your baseless allegations. 

Sent from my iPad 

On Nov 2, 2016, at 1:16 AM, Phil Shawe <pshawe@translations.com> wrote: 

Joel

These are my personal views. I was just at the Ops party tonight… 

Multiple people in the department have accused you of intimidation — and people have specifically said to me that you have said things like “The Board Says XXXX – So you have to [write the check] right now – No need to tell Phil/Liz – Just do it” My personal view is… you are often misrepresenting these requests as “Board” actions — as this is often either just “you” — or perhaps Bob and Liz approving something by email — which obviously, is not an official Board action. A Board Action requires proper notice, a meeting, a debate, and a vote. In those cases, yes, you’d then be telling the truth. 

I tell you this more to coach you for your own internal credibility at TPT than for any other reason — as people know when you are hiding behind “The Board” or “The Court” in the situation, and they see through it. You are better off just telling the truth and taking responsibility versus blaming a nebulous entity with our culture and our employees. This advice can be taken at your option, but I sincerely believe it will help you with the TPT staff. 

I don’t know if we need a full-fledged investigation (I leave that to Eli), as much as a change in behavior — but multiple people have complained to me you have intimidated them into actions they were not comfortable with, or would have liked to have more internal control checks done before proceeding. Many were related to spending habits. Many people also feel there are no real checks on much of the court-imposed billing because you all approve your own bills — they feel you (A&M, and Connor) are conflicted in, for example, approving your own hours. I have heard accounting people say Connor, for example, has billed many times the hours that the work listed should take. Who holds them accountable? 

So you are the one actually creating stress and angst among the staff in two ways: 1) intimidation; and 2) in not having a system that provides a meaningful check over the court-ordered bills — In the current system you are running, no one is truly providing review of court-mandated expenses with a watchful eye: Skadden, Connor, A&M, and GT hours. What results? Two bad things: It’s a feeding frenzy of billing for a profitable company that was functioning just fine before you arrived — well above $10 million in the past year (an enormous number, which it will be difficult or impossible for TransPerfect to recover even if successful on appeal); and 2) people don’t respect the fact that these bills are so enormous, and that there’s no real check on them, so they don’t feel good about processing them. This is truly what gives good accounting/ops people stress and angst. 

The suggestion that “The Court” is reviewing bills, to ensure they actually match the work that was actually done, is not accurate; as we all know, they are approved by email or motion – often in 1 day or 10 seconds. One thing we might want to explore is a having an internal control system that truly keeps court-mandated expenses in check, as we have with all other expenses. 

Best, 

Phil 

Phil Shawe Co-CEO Trans Perfect 

3 Park Avenue 39th Floor New York, NY 10016 

t +1 212.689.1616 

http://www.transperfect.com 

TransPerfect is ISO 9001:2008 and EN 15038:2006 certified. 

From: Mostrom, Joel [jmostrom@alvarezandmarsal.com]

Sent: Thursday, October 27, 2016 2:43 PM

To: Phil Shawe Cc: Pincus, Robert B; Liz Elting; Mostrom, Joel; Hershan, Robert

Subject: Re: Grant Thornton Progress Billings 

Phil: 

I am writing to respond to a series of emails over the recent days that you sent to me, cc’ing many others, alleging your concerns involving my actions as to several matters, including intimidation, billing approvals, check payments and messaging of Board decisions. 

Intimidation It has never been my intent to intimidate anyone in Finance/Accounting in any manner, including as you suggest to cause a lack of review or questioning of bills presented for payment. If you have specific examples of this type of conduct and/or employee complaints, I ask that you provide them to me, the Board and/or HR so that they can be managed appropriately. It has never been my intent to do anything other than execute on my mandate consistent with directions of the Board and the orders of the Court. Nevertheless, in an abundance of caution, this matter has been referred to HR (Eli) and I am hopeful that HR will investigate your allegations to ensure that no one in the finance department feels they are being intimidated by my actions. 

Please note that copying finance personnel on these types of emails, in my opinion, works to create additional stress and angst among these employees and their colleagues in an already challenging environment and can have a detrimental effect on their job function. Note, as you are aware, in my role I signs checks only under Board approved rules and governance; and related check requests are approved by appropriate individuals at TP (or, in limited circumstances, by the Board or Bob as Custodian) before the check is signed. 

Non-Recurring Expenses You state that I suggested in some manner that if TP is overbilled for nonrecurring expenses this is an acceptable philosophy and approach. This is completely false, has never been suggested by me or, to my knowledge, anyone else serving the Company, and is an absolute distortion of discussions related to accounting treatment. I have discussed with the Board when considering accounting treatment and matters related to the sale process that nonrecurring expenditures are treated separately from ongoing, regular operating expenses for financial reporting purposes; indeed, they are shown as such under prevailing accounting rules. However, I have never taken or expressed the position that improper or invalid expenses (nonrecurring or otherwise) should ever be acceptable to TP or me. 

A&M’s and Skadden Invoices You suggest that A&M and Skadden approve each other’s invoices which presents a “blank check” to pay each other. However, you are well aware that this is not true. Neither me nor anyone from A&M has the power to approve A&M’s or Skadden’s invoices on behalf of the Company. These are all approved at the Board or Court level based on, as I understand, the governance procedures in place that neither I nor anyone at A&M has any influence on setting. In addition, I never sign checks payable to A&M. Should you have specific concerns with the accuracy of A&M’s bills for fees and expenses I encourage you to raise those issues promptly so that we can be responsive and continue to ensure that TP is billed accurately and appropriately by A&M. However, blanket assertions that you don’t have time to review those bills and/or that generally you are not happy with the governance controls in place regarding the payment of our bills is an issue that is best handled at the Board and/or Court level. 

Board Approval Communications You also asked me to disclose to TP personnel individual Board member names when delivering a determination of the Board to personnel responsible for carrying out Board decisions. It is not my role to disclose confidential Board discussions and decisions and I will not do that unless the Board directs me to. If you desire to have your vote known among TP personnel, I have no authority to stop you, however I’d caution that such communications might lend to further instability and discomfort within the finance department, a result that I would hope we are all aligned to avoid.

The above is simply an attempt to correct some of the misstatements and respond to certain of the disparaging accusations in your recent email communications. I am hopeful that we can avoid further distraction from my service at the pleasure of the Board of Directors. 

Please do not hesitate to contact me to discuss.Regards,

Joel 

Joel Mostrom Senior Director Alvarez & Marsal North America LLC 3424 Peachtree Road NE Suite 1500 Atlanta Georgia 30326 Direct 404 720-5225 Mobile 917 294 0224 

imostrom@alvarezandmarsal.cm www.alvarezandmarsal.com

This message is intended only for the use of the addressee(s) and may contain information that is PRIVILEGED and CONFIDENTIAL. If you are not the intended recipient(s), you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately.


From: “Pincus, Robert B” <Bob.Pincus@skadden.com
Date: August 2, 2017 at 11:55:15 AM PDT To: Phil Shawé <pshawe@translations.com
>
Cc: “Voss, Jennifer C” <Jennifer.Voss@skadden.com>
Subject: Re: [Ext] Re: Skadden statement 

Phil–if you really suspect fraud and waste, I suggest that you report it to the Chancellor immediately. If you are just throwing out those words out of ignorance or vindictiveness, I suggest you stop. 

Sent from my iPhone 

On Aug 2, 2017, at 2:20 PM, Phil Shawe <pshawe@translations.com> wrote: 

Again, I suspect both Fraud and Waste, it’s my duty as Board Member to report my suspicions — and I’m doing as a fiduciary to the Company. 

Will you allow an audit? 

On Aug 2, 2017, at 2:13 PM, Pincus, Robert B <Bob.Pincus@skadden.com> wrote: 

Phil-those are not my words or substance. I told you my bills are subject to approval of the Court. The Court Order was attached and my letter to the Court described the services rendered. If you have a problem with that, you should bring it to the Chancellor. 

Robert B. Pincus
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square | P.O. Box 636 | Wilmington | Delaware | 19899-0636
T: 302.651.3090 F: 302.434.3090 | M: 302.562.5232 bob.pincus@skadden.com 

From: Phil Shawe [mailto:pshawe@translations.com]
Sent: Wednesday, August 02, 2017 1:57 PM
To: Pincus, Robert B (WIL)
Cc: Joel Mostrom (Alvarez & Marsal); Liz Elting; Brown, Patricia E (NYC); Donnelly, Carol A (WIL); Esther Escapa; Martin Russo; dgoldstein@rbskl.com
Subject: [Ext] Re: Skadden statement 

Joel and Bob, 

I demand an audit of these bills. How many hours did everyone work – and on what? 

In his words or substance “I [Pincus] can bill an unlimited amount, and there’s no way for you (Shawe) to question or challenge it.” This may the case, but it should be in the minutes that my objection is noted. 

Best, Phil

On Aug 2, 2017, at 1:25 PM, Pincus, Robert B <Bob.Pincus@skadden.com> wrote: 

Joel–Attached is our statement for services rendered during the period June 25th through July 30th and the Court Order approving it. The professional fees of $25,899.48 included as expenses, relate to the services of Williams & Connolly, which is representing me in the District Court litigation brought by the Shawes. Please let me know if you have any questions. 

Best, Bob 

Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square | P.O. Box 636 | Wilmington Delaware | 19899-0636 T: 302.651.3090 | F: 302.434.3090 M: 302.562.5232 bob.pincus@skadden.com 

This email (and any attachments thereto) is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email (and any attachments thereto) is strictly prohibited. If you receive this email in error please immediately notify me at (212) 735-3000 and permanently delete the original email (and any copy of any email) and any printout thereof. 

Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request.


From: “Pincus, Robert B” <Bob.Pincus@skadden.com

Date: September 12, 2017 at 10:14:04 AM EDT
To: ‘Phil Shawe’ <pshawe@translations.com> Cc: “Martin@kruzhkovrusso.com” <Martin@kruzhkovrusso.com>, “dgoldstein@rbskl.com” <dgoldstein@rbskl.com>, “elieberman@rbskl.com” <elieberman@rbskl.com>, “keith @fleischmanlawfirm.com” <keith@fleischmanlawfirm.com>, “Liz Elting (liz@transperfect.com)” <liz@transperfect.com>, “Kaufinan, Philip S. (PKaufman@KRAMERLEVIN.com)” <PKaufman@KRAMERLEVIN.com>, “Voss, Jennifer C” <Jennifer. Voss@skadden.com>, “Joel Mostrom (Alvarez & Marsal)” <jmostrom@alvarezandmarsal.com

Subject: RE: [Ext] Re: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (SKAD0001) – 1679568 

Phil, 

As you know, under the terms of the Sale Order, the Court approves my firm’s bills, not you. Thus, your approval is not required and is not being sought. 

That said, please note that I take my responsibilities as Custodian very seriously, including with respect to billing. As you know, in submitting my firm’s bills, I have proceeded in the same manner (in accordance with the Sale Order) for over two years, and the Court has never registered any dissatisfaction with the bills, the process by which they are submitted, or the monthly letters that I send to the Court in connection with the sale process to which you have access), generally describing the kinds of matters in which I and my colleagues are engaged. 

There are sound reasons why the Court approves my bills and not you. You are a party litigant in the Delaware proceedings who vehemently opposes the sale and who also is adverse to me (and/or the State of Delaware) in several legal actions concerning the sale. Further, you are a bidder in the sale process, sitting across the table from me and TransPerfect, so to speak, which gives rise to certain unavoidable conflicts on your part. In these circumstances, it is particularly inappropriate for you to be seeking my detailed invoices and the confidential information reflected therein and/or the attorney work product reflected thereby. 

As for the recent increase in monthly bills, as you know, we are now in the midst of an intense period in the sale process, with daily engagement with bidders, their advisors and related matters. Moreover, during this time, we have confronted an increase in litigation activity brought by you and your lieutenants, as well as a growing lack of cooperation, including in connection with Wordfast and other wrongful attempts to deter, delay and confuse the sale process. Our increased hours and bills are largely a result of this increased litigation activity and lack of cooperation. 

In short, I believe that the allegations in your email are baseless and are part of a larger, 

coordinated effort to undermine the sale process. Nevertheless, as I have indicated in the past, in accordance with the Sale Order, you are free to address whatever concerns you might have with the Court of Chancery. 

Bob 

Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square | P.O. Box 636 | Wilmington Delaware | 19899-0636
T: 302.651.3090 F: 302.434.3090 | M: 302.562.5232
bob.pincus@skadden.com 

From: Phil Shawe [mailto:pshawe@translations.com] Sent: Monday, September 11, 2017 9:33 AM To: Pincus, Robert B (WIL); Joel Mostrom (Alvarez & Marsal) Cc: Martin@kruzhkovrusso.comdgoldstein@rbskl.comelieberman@rbskl.com; keith@fleischmanlawfirm .com Subject: [Ext] Re: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (SKADO001) – 1679568 

Removing Silvia, Chris, and Steve… 

Bob and Joel, 

Consistent with my Director duties, I must object to this payment without transparency and itemized bills — receiver bills are ordered by the court and should be public and should face meaningful review (not just a rubber stamp from the court) — And they certainly should be made available for reasonableness review, to me as a Director, Co-CEO, and 49% owner of the parent company — and a 49% beneficial owner of this money itself. 

Billing nearly $500,000 a month, for the past two months — even at the rate $1425 per hour — should be reviewed — my view is that it is virtually mathematically impossible that all these hours were actually worked by Bob or anyone else at Skadden. To be clear, I suspect Skadden of padding of hours, billing fraud, and corporate waste; and am respectively request transparency, and independent an third-party investigation all Skadden’s lump sum billing practices starting with the first Mediator and Custodian invoices. 

Again, my personal view is: it is mathematically impossible for Bob and Skadden to have provided approximately $1 million in services over the past 2 months. This is vastly more than Morris James, and Now-Vice Chancellor Joseph Slights charged for me for the same period “to conduct a trial” 

Additionally, my understanding is Ms. Voss recently came to New York, and intimidated several TPI’s New York employees into meeting with her alone, knowing full well they were represented by counsel – – And, she did not uniformly provide the appropriate lawyer-layman warnings, as required by law. I personally do not believe TransPerfect should be charged a penny for Ms. Voss’ unethical and/or illegal behavior. 

Bob, are Ms. Voss’ interrogations of TransPerfect employees part of your bill? 

If my approval is desired, please provide back up. There is no reason why Skadden’s bills should not be equally transparent to that bills of Former-Chancellor William Chandler. Please use the former 

Chancellor’s recent bills as a guide for appropriate and ethical fee disclosures — and re-submit Skadden’s bill with enough transparency to evaluate their accuracy. If this cannot be provided, my view is that any objective observer must conclude that illicit activity is taking place with respect to Skadden fee and TransPerfect is being vastly over-billed. 

Thank you, 

Phil 

On Sep 11, 2017, at 5:42 AM, Silvia Cartagena <scartagena@transperfect.com> wrote: 

Hi Joel, Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (SKAD0001) invoice # 1679568 along with Court Order approving payment has been received for processing. 

Thanks

Best Regards,

Silvia Cartagena

TransPerfect t+212 689-5555 x 1382 |f +646 607-1559 

From: Mostrom, Joel [mailto:jmostrom@alvarezandmarsal.comSent: Saturday, September 09, 2017 8:51 AM To: Silvia Cartagena Cc: Liz Elting; Phil Shawe; Pincus, Robert B; Christopher Boerum; Steve Tondera; Joel Mostrom (Alvarez & Marsal) Subject: FW: Skadden statement 

ATTENTION EXTERNAL E-MAIL – Message was sent from external sender. Be careful of attachments and links from unknown/unsolicited users, especially if this claims to be from someone internally. 

Silvia 

Attached is the Custodians invoice for services rendered for August 2017 and the Court Order approving payment. 

I have also copied Liz and Phil for notice as required by the Board’s payment policy. 

Thanks 

Joel Mostrom Mobile +1 917 294 0224 

From: Pincus, Robert B [mailto:Bob.Pincus@skadden.com] Sent: Thursday, September 072017 5:27 PM To: Mostrom, Joel <jmostrom@alvarezandmarsal.com> Cc: Liz Elting (liz@transperfect.com) <liz@transperfect.com>; Phil Shawe (pshawe @translations.com) <pshawe@translations.com>; ‘Sara El Hadaj <selhadaj@transperfect.com>; Brown, Patricia E <Patricia.Brown@skadden.com>; 

Donnelly, Carol A <Carol.Donnelly@skadden.com> Subject: Skadden statement 

Joel–Attached is our statement for services rendered during the period July 31st through August 28th and the Court Order approving it. The professional fees of $1,608.00 included as expenses, relate to the services of Williams & Connolly, which is representing me in the District Court litigation brought by the Shawes. Please let me know if you have any questions. 

Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square | P.O. Box 636 | Wilmington | Delaware | 19899-0636 

T: 302.651.3090 | F: 302.434.3090 | M: 302.562.5232 bob.pincus@skadden.com 

This email (and any attachments thereto) is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email (and any attachments thereto) is strictly prohibited. If you receive this email in error please immediately notify me at (212) 735-3000 and permanently delete the original email (and any copy of any email) and any printout thereof. 

Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request.

From: Pincus, Robert B [Bob.Pincus@skadden.com] Sent: Monday, October 09, 2017 7:52 PM
To: Phil Shawe Cc: Voss, Jennifer C; David Goldstein; martin@kruzhkovrusso.com; Joel Mostrom (Alvarez & Marsal)
Subject: Fwd: [Ext] RE: Skadden statement

Phil – As I’ve indicated in the past, I will not respond to your angry emails, other than to say that, as Custodian, I take my billing responsibilities very seriously and your accusations — including about billings, purported statements made at board meetings, and “Elting-created initiatives” –, as you well know are false. Bob 

From: Phil Shawe [mailto: pshawe@translations.com]
Sent: Monday, October 09, 2017 5:46 PM
To: Pincus, Robert B (WIL); Joel Mostrom (Alvarez & Marsal)
Cc: Brown, Patricia E (NYC); Donnelly, Carol A (WIL); Voss, Jennifer C (WIL); Adam Mimeles; Steve Tondera; Roy Trujillo; martin@kruzhkovrusso.com; dgoldstein@rbskl.com; elieberman@rbskl.com; keith @fleischmanlawfirm.comjeicher@eicherlaw.comdfinger@delawgroup.com; agrant@daypitney.comdersh@law.harvard.edu
Subject: [Ext] RE: Skadden statement 

Bob, 

I would like to see the Court Order specifically addressing the million dollar bill ($998,615). 

Why is the file name “Arbitration Bill” — I assume this is for some “arbitration” — And therefore a mistake, and perhaps the whole bill is a mistake; as such, I demand scrutiny by In-House counsel Adam Mimeles – – and all Shareholders and Directors. 

Arbitration Bill.pdf (13 KB) Open as Web Page); 

Granted Order for Custodia-1.pdf 

You and Skadden stand accused of billing fraud, padding hours, billing for work not actually done, and front-loading partner time expense (vs. less expensive associates) — by three C-Level TransPerfect executives independently — who are experienced executives with over 50 years of combined TransPerfect experience — and, that was at the $500,000 level. So what do you do? …you double your bill, and continue to provide no transparency. Is this retaliation for raising legitimate questions? The entire accounting staff, and the general management team company-wide, is horrified by your fee gouging.

I know, from the beginning, youve mocked me in Board Meetings, and said I have “no chance” of fairly stopping you from looting TransPerfect, or even providing itemized bills, based on your relationship with the Chancellor, and that the Chancellor will blindly sign for whatever money Skadden asks for, so “take it up with him” — and that you can ask for as much as you want — and that I shouldn’t bother challenging. While, you have improperly succeeded in deterring me thus far, this has now moved from the egregious to the completely obscene. 

To be clear: I am challenging your bills to-date in general, your rate, and this outrageous bill specifically. Please order the itemized version shown to our in-house counsel, shareholders and directors (we are paying them). If you are aren’t engaged in wrong-doing, you should have nothing to hide. And, just because you are close with the Chancellor, it doesn’t give you a license to steal. 

And, if it exists, kindly show me a specific court order related to this “arbitration” bill, so I may see it. I see nothing that ties this court order to this “Arbitration Bill” — and nothing that says the Chancellor even knows it’s $998,615. 

Please answer what TransPerfect is in “Arbitration” about, and with whom, asap? 

Thank you, Phil

p.s. Joel has admitted to me, and our staff, many many times that your team (you, he, and Rob) spend nearly all your time on Elting-created initiatives. So please don’t start to make accusations to the contrary. 

p.p.s. Shawe legal team, please do not reply to this company email address. 

Phil Shawe Co-CEO TransPerfect 

3 Park Avenue 39th Floor New York, NY 10016 

t +1 212.689.1616 

www.transperfect.com

TransPerfect is ISO 9001:2008 and EN 15038:2006 certified. 

From: Pincus, Robert B [Bob.Pincus@skadden.com]
Sent: Monday, October 09, 2017 4:53 PM
To: Joel Mostrom (Alvarez & Marsal) Cc: Liz Elting; Phil Shawe; Brown, Patricia E; Donnelly, Carol A
Subject: Skadden statement 

Joel—Attached is our statement for services rendered during the period August 29th through September 27th and the Court Order 

approving it. The professional fees of $51,360 included in the expenses, relate to the services of Williams & Connolly and other law firms that are representing me in various litigations brought by the Shawe’s. Please let me know if you have any questions. 

Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square | P.O. Box 636 | Wilmington Delaware | 19899-0636
T: 302.651.3090 F: 302.434.3090 | M: 302.562.5232 bob.pincus@skadden.com 

This email (and any attachments thereto) is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email (and any attachments thereto) is strictly prohibited. If you receive this email in error please immediately notify me at (212) 735-3000 and permanently delete the original email (and any copy of any email) and any printout thereof. 

Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request. 

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