                                  COURT OF CHANCERY
                                          OF THE
                                  STATE OF DELAWARE
ANDRE G. BOUCHARD                                             Leonard L. Williams Justice Center
   CHANCELLOR                                                  500 N. King Street, Suite 11400
                                                              Wilmington, Delaware 19801-3734


                             Date Submitted: March 3, 2017
                             Date Decided: March 8, 2017


 Kevin R. Shannon, Esquire                    Peter B. Ladig, Esquire
 Potter Anderson & Corroon LLP                Morris James LLP
 1313 North Market Street                     500 Delaware Avenue, Suite 1500
 Wilmington, DE 19899                         Wilmington, DE 19801

 Lisa A. Schmidt, Esquire                     David L. Finger, Esquire
 Richards, Layton & Finger, P.A.              Finger & Slanina LLC
 920 North King Street                        1201 N. Orange Street, 7th Floor
 Wilmington, DE 19801                         Wilmington, DE 19801

 Jeremy D. Eicher, Esquire                    Jennifer C. Voss, Esquire
 Cooch & Taylor, PA                           Skadden Arps Slate Meagher & Flom LLP
 1000 West Street, 10th Floor                 One Rodney Square
 Wilmington, DE 19801                         Wilmington, DE 19899

       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:

       On March 1, 2017, Philip R. Shawe and Shirley Shawe filed a motion to

 amend the Sale Order entered on July 18, 2016 (“Motion”). The Motion is denied.

       Briefly by way of background, entry of the Sale Order was the product of

 more than two years of litigation involving a trial on the merits and an extensive
In re TransPerfect Global, Inc., et al.
C.A. Nos. 9700, 10449-CB
March 8, 2017
Page 2 of 3

process of briefing and argument over many months during which all parties had

ample opportunity to be heard. The Delaware Supreme Court has now affirmed the

Sale Order. On February 6, 2017, while the Shawes’ appeal of the Sale Order was

pending, the Court entered an Order in response to a prior request by Mr. Shawe to

modify the Sale Order, stating as follows:

       In the future, depending on the outcome of the appeal, any application
       to modify one of the Court’s orders in this action should be filed by
       formal motion with citation to the relevant rule(s) and authorities
       explaining the grounds for the Court to consider such modification.
       See, e.g., Ch. Ct. R. 59(e)-(f), 60.

The Motion makes no effort to comply with this requirement and thus is legally

defective.

       In the Motion, the Shawes request “alternatively” that the Court determine

that the Custodian abused his discretion by refusing to recommend to the Court over

Ms. Elting’s objection certain changes to the Sale Order that would impose

restrictions and conditions on the sale process to the Shawes’ liking. This request is

frivolous on its face and will not be entertained.

       Paragraph 18 of the Sale Order requires that the consummation of any

transaction “shall be expressly conditioned upon and subject to the approval of the

Court.” It also sets forth a process for the parties to submit at that time any objections

to the sale process or the terms of a proposed transaction, which the Court will then
In re TransPerfect Global, Inc., et al.
C.A. Nos. 9700, 10449-CB
March 8, 2017
Page 3 of 3

consider and after which the parties may pursue appellate review. Accordingly, the

Shawes and Ms. Elting will have the opportunity in the future to present any good

faith objections they wish to make to the sale process and any proposed transaction

that results therefrom.

       IT IS SO ORDERED.

                                          Sincerely,

                                          /s/ Andre G. Bouchard

                                          Chancellor

AGB/gm
