The Law School Challenge

The Philip R. Shawe Scholarship Competition Chooses Its Final Three Students to Offer Oral Arguments for $100K in Scholarships

Student Teams Will Orally Defend Their Briefs to a Mock SCOTUS Panel on July 20th in Brooklyn Borough Hall’s Restored Courtroom Followed by Award Granting Ceremony by Philip R. Shawe

Second place: $25,000                           First place: $65,000                       Third place:    $10,000

NEW YORK, July 10, 2017 -- The Philip R. Shawe Scholarship Competition, sponsored by Philip Shawe, Co-CEO of TransPerfect, the world's largest privately held provider of language and technology solutions, has determined its final three contestants who will participate in oral arguments at a mock hearing and ceremony in Brooklyn.  The panel of judges, presided by The Honorable Carmen Ciparick, will judge and then choose the winners of the competition.  The competition will take place on July 20th, 2017 at 5:00PM inside the courtroom in Brooklyn Borough Hall, 209 Joralemon St, Brooklyn, NY 11201, followed by the award ceremony at 1 Brooklyn Bridge Hotel, which will be attended by some very special guests.

The Philip R. Shawe Scholarship Competition

The Philip R. Shawe Scholarship Competition is a writing and oratorical contest focusing on a controversial corporate law case brought before the State of Delaware Chancery Court and recently affirmed by the Delaware Supreme Court involving TransPerfect Global and its Co-CEOs, Phil Shawe and Elizabeth Elting. The competition, open to all second and third-year law school students, focuses on the TransPerfect case, (In re:  TransPerfect Global, Inc.,” Civil Action No. 9700-CB and “Elizabeth Elting v. Philip R. Shawe, et al.” Civil Action No. 10449-CB) in which the Delaware Chancery Court, to create a non-negotiated exit strategy for one of the company shareholders, ordered the forced sale of the entire company against the will of the other two shareholders.

Contestants will write briefs on the U.S. constitutional implications (Due Process and Takings Clauses) of the Delaware courts’ powers to adopt a forced sale remedy when shareholders of a highly profitable privately-held corporation are deadlocked. The contestants will be asked to write an argument to be heard by the United States Supreme Court reversing a decision by the Delaware Supreme Court which affirmed the decision by the Delaware Chancery Court.

Participating contestants will be provided with the necessary briefs, case files, decisions and oral arguments.  They will have ample time to write a brief of not more than 15 pages arguing to reverse the Delaware Supreme Court which affirmed the Delaware Chancellor's decision, in whole or in part, and dispose of the case.  Three finalists will deliver their arguments in a short speech to a panel of judges, comprised of Judge Carmen Beauchamp Ciparick, (Ret) Senior Associate Judge of the New York State Court of Appeals, Justice Melvin Schweitzer, (Ret) New York State Supreme Court, Commercial Division, Professor Alan Dershowitz, and Joseph D. Hansen, former Director of Interns for Justice Schweitzer, New York State Supreme Court, Commercial Division.

Three finalists will be awarded scholarships totaling $100,000

The Case In Re Shawe & Elting

(Download Synopsis Here)

In 2015, the Delaware Chancery Court ordered the sale of the translation services company, Transperfect Global, as part of resolving a dispute between the company’s largest shareholders, Phil Shawe, Shirley Shawe and Liz Elting. The Delaware Supreme Court affirmed the Chancery Court decision with one of five justices dissenting. In the aftermath of the Transperfect decision, much remains open regarding how much deference the Chancery Court should give to directors to resolve internal disputes, and when a directed sale is an appropriate remedy.

Contestants should assume the Shawes promptly petitioned the United States Supreme Court for a writ of certiorari, which was granted.  Contestants should focus on the scope of the Chancery Court’s power, its application of Delaware law and the propriety of its proposed deadlock resolution. 

Contestants will focus on U.S. Constitution's Due Process and Takings Clauses. See compeition rules below.
 
Chancellor Bouchard’s opinion can be found here. 

All of the case files can be accessed here.

Competition Rules:

The Philip R. Shawe Scholarship Competition is open to second and third year law students, at law schools based and accredited in the United States.
 
Contestants will prepare briefs of no more than 15 pages. Contestants will address the U.S. constitutional implications (Due Process and Takings Clauses) of the Delaware courts’ powers to adopt a forced sale remedy when shareholders of a highly profitable, privately-held corporation are deadlocked. These briefs will be judged first by a group of experienced counsel from Lateral Link Group, Inc..

The top graded 25 briefs will then be ranked by the Panel, who will select the top three. The top three contestants will prepare their arguments as if they were going before the United States Supreme Court. The three contestants will present their oral arguments to the Panel. The Panel will rank the three oralists. Scholarships will be given in the following amounts: First place will be awarded $65,000, second place $25,000, and third place $10,000.

The briefs should not simply reiterate the arguments made by the appellant in the Delaware Courts, but develop novel legal and policy arguments regarding the decision to appoint a custodian and to direct the sale of the corporation under Delaware General Corporate Law §226. Students are not limited to the lines of argument raised in the case materials.
 
Essays should be written double spaced in Times New Roman, 12-point font. Margins should be 1-inch on all sides. Citations should be done in accordance with Bluebook rules.  All submissions shall become the property of the competition and Philip R. Shawe and may be published.
 
Contestants may not contact or discuss the case or the legal issues it raises with the parties, their counsel, the court, or any other person connection to the case.

The competition will be judged by well known legal scholars, Judge Carmen Beauchamp Ciparick, Justice Melvin Schweitzer, Professor Alan Dershowitz, , and Joseph D. Hansen.

The Philip R. Shawe Scholarships will be awarded after the oral competition.
 

Competition Prizes:

Awards will be given to the top three students:

First place:     $65,000

Second place: $25,000

Third place:    $10,000

Important Deadlines:

Full Rules & Materials Released

March 1, 2017

Submissions Due

April 20, 2017 at 11:59PM

Finalists Announced

May 2017

Frequently Asked Questions:

1.     Who is Philip R. Shawe?

1. Philip R. Shawe is the co-CEO of TransPerfect translation company, the largest privately held translation company in the world, with nearly 4,000 employees and 100 offices globally.  Mr. Shawe has been involved in a lawsuit with his co-founder Elizabeth Elting, who is seeking to force a sale of the entire company as a remedy to her complaints. Mr. Shawe built the company from his dorm room in 1992, and has been the key innovator, the day to day manager and motivation for the company’s rise to success.

2.     What is this about?

• Phil Shawe and Elizabeth Elting both began TransPerfect together in 1992.  The company has grown significantly over the years and is now generating more than $500M in annual revenues.  For many personal reasons, a few years ago, Mrs. Elting initiated a lawsuit against Mr. Shawe, and asked the court to force a dissolution of the company.  Mrs. Elting brought her suit in New York State Supreme Court where it was heard by NYSC Justice Melvin Schweitzer, where she did not receive the resolution she asked for. Mrs. Elting then filed the lawsuit in Delaware Chancery Court, as TransPerfect Global is a Delaware registered corporation.
• Chief Judge, Chancellor Andre Bouchard heard the case and then rendered a decision to force the sale of the company using Delaware General Corporation Law 226  as his rationale.  However, there is there is no corporate dysfunction and the regular operations continue to produce very positive results.  This is an issue of whether a court may decide that a healthy, functional company should be forced to an open sale against the wishes of the owners of 50% of the shares.
• Mr. Shawe owns 49% of the company and Mrs. Elting owns 50%; Shirley Shawe, Mr. Shawe's mother, owns 1%, enabling the firm to be considered a woman owned business.  Currently, Mrs. Elting has the right and ability to sell her 50% ownership stake on an open market.  The parties had not previously established a clearer exit strategy, as the arrangement has always been that one side could sell whenever he or she would be ready to do so. On numerous occasions, Mr. Shawe made offers to Mrs. Elting to purchase her shares for $300 Million.  He offered proof of committed financing and favorable terms, but has received rejections and no counter.
• Mrs. Elting claims to be seeking the fairest value for her shares and her life’s work, and has said that she could be a buyer or a seller.  It is Mr. Shawe’s opinion that if a person were interested in buying, a closed sale would be more beneficial than an open bidding arrangement, and therefore, this case is about a shareholder seeking a court determined exit strategy that had not existed. 
• If one shareholder would sell shares less than what would be considered a control premium (>51%) the yield could be potentially lower than what might be offered for the shares at an amount greater than 51%.
• A forced sale would open the entire 100% shares for sale.  Chancellor Bouchard’s decision would force the company to be sold at a public auction to satisfy one shareholder’s wants over the two other shareholders involved.
• The Shawes appealed this decision, Professor Dershowitz was legal counsel to Shirley Shawe. The appeal was affirmed with one justice of five dissenting.

3.     What is the Philip R. Shawe Scholarship Competition?

• Philip R. Shawe Scholarship Competition is a contest open to second and third year law students to compete for scholarship funds by developing a cogent written argument (no more than a 15-page brief) and an oral defense of the reversal of the Delaware Supreme Court's affirmance of Chancellor Bouchard.  The contestants will assume that the case is being heard before the United States Supreme Court.
• The challenge is asking contestants to develop a cogent written argument in support of Shawe’s position.

 4.     Who May Enter?

• Second and Third Year Law Students

5.     What are the Awards?

• Scholarships in the amounts of $65,000 for the first prize; $25,000 for the Second runner up and $10,000 for the third. To be awarded by Philip R. Shawe.

6.     Are teams required?

• Teams are strongly encouraged, but not required.

7.     How will be prizes allocated if there are teams?

• There is only one prize per category, and an individual can win it, or a team.  If a team wins, the prize money for the category will be divided by the number of registered entrants which will be required to be registered upon submission of entry. The entry form will have spaces for teams to fill in necessary information.

8.     What are the timelines and deadlines?

• Students are encouraged to begin immediately, and all submissions must be received and marked by 11:59PM EST on April 20, 2017.

9.     How will this contest be judged?

• This will be a two-stage process
• The contest entries will be initially reviewed by attorneys from Lateral Link Group, Inc. and the 25 finalists’ entries will be reviewed by the esteemed panel of judges listed above.

1. The judging panel includes Professor Dershowitz, who is also Ms. Shawe's counsel, and Justice Melvin Schweitzer, who initially heard the case when it was heard before the New York State Supreme Court.
2. The finalists will be invited to offer an oral defense of their position in-person at a venue to be announced, before the panel of judges, in April or May, depending on the timing and availability of our panel.

10.  When will the scholarships be determined, and awarded?

• Finalists will be announced in May 2017. 
• Finalists will be asked to come to offer oral arguments in front of the panel of judges
• Awards will be issued following the oral arguments in a live ceremony in during the late Spring.

Disclaimer: Any discrepancies in these FAQs will be resolved in favor of actual rules put forth for this contest.