TransPerfect is a court reporting, translation, and document management company. The company was owned by a couple, who were once engaged, Phil Shaw and Liz Elting. But their personal split has led to infighting in the business, which has led to litigation in Delaware’s Chancery Court. Last year, the Chancery Court ordered the sale of the company after concluding that fighting between Shawe and Elting, created “a dysfunctional atmosphere” that could harm both clients and employees. Noted Delaware legal scholar Rudy Giuliani criticized the decision as judicial overreach. Those who actually work in Delaware Corporate law, however, say the Chancellor accurately applied Delaware Law in this situation. Regardless, Senator Bonini seeks to a fix a problem by making it worse it would seem. His SB53 would require the Court of Chancery to wait three years before it can order the sale of a company. It also will include other measures including the appointment of directors to break management deadlocks to avoid a sale. I do not see how extending business infighting for three years is beneficial to the company. For reasons passing understanding, State Representative John Kowalko is also a sponsor of the bill.
Now, a group called Citizens for a Pro-Business Delaware is lobbying the General Assembly to pass Bonini’s bill. Their lobbying efforts included a television ad that lied about Delaware’s unemployment rate as being “the highest it has been in years” (it’s not) and falsely implied the 2009 closure of General Motor’s Boxwood plant near Newport was a recent event, rather than being 8 years ago as a result of the Great Recession and GM’s bankruptcy. See it below:
Rep. Kowalko’s reaction: “They were inappropriate. When the authors tried to cast aspersions on Delaware, it was offensive to me. I’m not going to stand idly by while they trash our state’s reputation. It bothered me very much.”
Kowalko threatened to pull his support from the bill if the ads were not pulled. The ads were pulled, but he should pull his support anyway and vote no on this bill. Why? Because he laid down with lying dogs and got bit. So why reward them with his vote. Further, and more importantly, this bill is idiotic. A dysfunctional business heads to court to resolve their dispute and the solution is to continue the dysfunction for three additional years??? No. The Courts must have the power to force sales of companies if their owners cannot resolve their internal disputes. It is a great bargaining power. To take that away will lead to more disputes in businesses and more lost jobs as a result.
Rep. Ramone, being a Republican and having no issues in peddling in untruth, had a different reaction. He acknowledged the falsehoods in the ads but then said “I wouldn’t pressure them to pull the ads. You don’t shut people up.” Ramone then he added a dig at Kowalko: “I get his [Kowalko’s] point, but he has always been a champion of letting people’s voices be heard. I wouldn’t bully them.”
Ramone wouldn’t bully a lobbyist, but he is fine with the lobbyist bullying Delaware with lies and untruths. Mr. Ramone, you do shut people up if they are deliberately and intentionally lying. You do shut people up if they are intentionally deceiving your own constituents. Otherwise there is no consequence to lying, and thus the liars are rewarded. It is one thing to offer an opinion. Not caring about lies in the media is why we have Trump.
The ad could simply offer the opinion that this TransPerfect case could cost Delaware’s reputation in being a business friendly haven for corporate malfeasance and thus we will lose jobs as a result. That is opinion, and a perfectly valid one (I disagree with it, but it is a valid opinion). But to support that valid opinion, it is not ok to invent facts. Ramone is fine with it. Kowalko is not. I side with Kowalko.