From our private database of 28,700+ case briefs...
Shawe v. Elting
Delaware Supreme Court
157 A.3d 152 (2017)
In 1992, Shawe (defendant) and Elting (plaintiff) cofounded TransPerfect Global, Inc. Each controlled half of the corporation’s common stock. In 1996, the two got engaged to be married. In 1997, Elting called off the engagement and married someone else two years later. Shawe did not take the breakup well, and over the next several years engaged in a pattern of behavior bringing his personal discontent to bear on the corporation. Examples include invading Elting’s privacy, filing a “Domestic Incident Report” against Elting 17 years after the alleged conduct, and disparaging Elting both publicly and privately to company employees. As of 2007, Elting and Shawe were the corporation’s only two directors. Elting filed a petition under Delaware law seeking a court order declaring a deadlock and ordering a custodian to sell the company. The company was profitable, but Elting and Shawe stipulated that the corporation suffered from stockholder deadlock. Company employees testified that the parties’ feud was harmful to the company in a variety of ways, including resulting in low employee morale and the departure of key personnel. Some of the company’s major clients were aware of the ongoing dispute between Shawe and Elting and expressed their concerns about it. The parties’ personal disagreements resulted in them being unable to agree on as many acquisitions for the corporation, business that generally accounted for up to 20 percent of the company’s annual revenue. The Delaware Court of Chancery found “complete and utter dysfunction” and granted Elting’s petition. In so doing, the court noted previous unsuccessful attempts to resolve the issues, including settlement negotiations, mediation, and sessions with a court-appointed Special Master in New York. Further, the court considered but rejected appointing a third director as a tiebreaker. Shawe appealed, arguing that the court did not have the authority to grant the petition for a profitable business.
Rule of Law
Holding and Reasoning (Seitz, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 546,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 546,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 28,700 briefs, keyed to 983 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.