Philip R. Shawe and Shirley Shawe, Respondents Below-Appellants v. Elizabeth Elting, Petitioner Below-Appellee

Summary

The Court affirmed the Court of Chancery’s appointment of a custodian empowered to sell TransPerfect Global after finding undisputed stockholder and director deadlock, actual and threatened irreparable harm, and the failure or inadequacy of less intrusive measures. The Court held that the Shawes waived their statutory and constitutional challenges by raising them for the first time on appeal, while concluding that the sale remedy was within the Court of Chancery’s statutory authority and discretion. Justice Valihura, dissenting, would have held that the statute did not authorize a forced sale of a solvent corporation over stockholder objection and that less intrusive remedies were required.