In re TransPerfect Global, Inc.

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
KATHALEEN ST. JUDE MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER
CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734

June 20, 2024

Jeremy D. Eicher Douglas D. Herrmann
Eicher Law LLC Troutman Pepper Hamilton
1007 N. Orange Street, 4th Floor Sanders LLP
Wilmington, DE 19801 1313 Market Street, Suite 5100
Wilmington, DE 19899
Frank E. Noyes, II
Offit Kurman, P.A. Jennifer C. Voss
222 Delaware Avenue, Suite 1105 Skadden, Arps, Slate, Meagher &
Wilmington, DE 19801 Flom LLP
920 N. King Street, 7th Floor
Wilmington, DE 19801

Re: In re TransPerfect Global, Inc.,
C.A. Nos. 9700-CM, 10449-CM

Dear Counsel:

This letter opinion resolves the objections (the “Fee Objections”) of Respondent

TransPerfect Global, Inc. (“TransPerfect”) to Former Custodian Robert Pincus’s fee

petitions for legal expenses incurred in the third1 and fourth quarters of 2023 (the

“Fee Petitions”).2 It also resolves TransPerfect’s motion for the issuance of a final,

appealable order with respect to the former custodian’s fee petitions (the “Rule 54(b)

Motion”).3 TransPerfect’s Fee Objections are overruled and its Rule 54(b) Motion is

1 C.A. No. 9700-CM, Docket (“Dkt.”) 1802 (“July 2023 Objection”); Dkt. 1803 (“August

2023 Objection”); Dkt. 1804 (“September 2023 Objection”). Civil Action Numbers
9700-CM and 10449-CM have been litigated in a coordinated fashion since their
inception. Docket entries cited in this decision refer to C.A. No. 9700-CM.
2 Dkt. 1838 (“Q4 2023 Objection”).

3 Dkt. 1839 (“Rule 54(b) Motion”).
C.A. Nos. 9700-CM, 10449-CM
June 20, 2024
Page 2 of 6

denied. The court assumes the reader’s familiarity with the background of this action

and jumps to the pending objections and motion.

A. The Fee Objections

TransPerfect advances the following four arguments concerning Pincus’s Fee

Petitions for the third quarter of 2023.

First, TransPerfect argues that Pincus is not entitled to fees related to the

securities fraud action filed in the Delaware federal court (the “Securities Action”).4

I previously held that the custodian is entitled to fees incurred in the Securities

Action.5 That is the law of the case.6

Second, TransPerfect argues that Pincus is not entitled to “fees for his counsel

preparing/filing fee petitions.”7 As I previously held, Pincus is entitled to “fees-on-

fees incurred to respond to TransPerfect’s objections.”8

Third, TransPerfect argues Pincus’s fees are excessive compared to the nature

4July 2023 Objection at 11–12; August 2023 Objection at 7; September 2023
Objection at 4.
5 In re TransPerfect Glob., Inc., 2023 WL 5017248, at *6 (Del. Ch. Aug. 7, 2023),

denying reargument, clarification, entry of final judgment, and stay pending appeal,
2023 WL 6387785 (Del. Ch. Sept. 22, 2023), refusing appeal, 306 A.3d 530 (Del. 2023)
(TABLE).
6 Sciabacucchi v. Malone, 2021 WL 3662394, at *4 (Del. Ch. Aug. 18, 2021) (“[o]nce a

matter has been addressed . . . it is generally held to be the law of that case and will
not be disturbed by that court unless compelling reason to do so appears” (alterations
in original) (quoting Guy v. State, 913 A.2d 558, 562 n.2 (Del. 2006))).
7 July 2023 Objection at 5, 10–11.

8 In re TransPerfect Glob., Inc., 2023 WL 7182135, at *2 (Del. Ch. Nov. 1, 2023),

refusing appeal, 309 A.3d 433 (Del. 2023) (TABLE).
C.A. Nos. 9700-CM, 10449-CM
June 20, 2024
Page 3 of 6

of the work.9 I have reviewed the billing statements and fee affidavits, which appear

reliable, and after considering the DLRPC Rule 1.5(a) factors, conclude that the fees

are reasonable.

Fourth, TransPerfect argues that Pincus’s fees are excessive according to

TransPerfect’s expert reports.10 Because the reasonableness of a fee petition is a

matter of judicial discretion, I need not rely on experts in making that

determination.11 Nevertheless, I reviewed the expert reports and found they made

the same arguments that this court has found unpersuasive or rejected, including

allegations of block billing, unreasonable rates, and overstaffing.12 The fees are

reasonable, and they are in line with the fees I previously found to be reasonable.

As to the fourth quarter, TransPerfect stated that it “waives its objections”

except as to fees sought in the Securities Action.13 As to those fees, TransPerfect

9 August 2023 Objection at 5; September 2023 Objection at 4–5.

10 July 2023 Objection at 12; August 2023 Objection at 6–7; September 2023 Objection

at 5–6.
11 In re TransPerfect, 2023 WL 7182135, at *3 (citing Mahani v. Edix Media Gp., Inc.,

935 A.2d 242, 245 (Del. 2007)).
12 Dkt. 1802, Ex. 1 at 3, 7–11 (Paige Report arguing custodian’s counsel engaged in

excessive legal research, block billing, and charged excessive rates); id., Ex. 2 at 7–8,
11–12 (Studer Report arguing custodian’s counsel duplicated work and charged
excessive rates); see, e.g., In re TransPerfect, 2023 WL 7182135, at *3 (rejecting Paige
Report conclusion that counsel “engaged in block billing and vaguely described fee
entries” (internal quotation marks and citation omitted)); In re TransPerfect Glob.,
Inc., 2021 WL 1711797, at *26, *34 (Del. Ch. Apr. 30, 2021) (rejecting Paige Report
excessive rates and overstaffing arguments), recons. denied, 2021 WL 2030094 (Del.
Ch. May 21, 2021), aff’d sub nom. TransPerfect Glob., Inc. v. Pincus, 278 A.3d 630
(Del. 2022), cert. denied, 143 S. Ct. 574 (2023).
13 Q4 2023 Objection at 6.
C.A. Nos. 9700-CM, 10449-CM
June 20, 2024
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relies on the Studer and Paige expert reports.14 Again, because the reasonableness

of a fee petition is a matter of judicial discretion, I need not rely on experts in making

that determination.15 Nevertheless, I reviewed the expert reports and found they

made the same arguments that TransPerfect has previously made, and which I have

either found unpersuasive or rejected.16 Again, the fees are in line with the fees I

previously found to be reasonable.

B. Rule 54(b) Motion

In the Rule 54(b) Motion, TransPerfect seeks “(1) permission to pay the

Chancery Fees (non-Securities Fees) incurred since December 31, 202[3], without

waiting for the next quarterly cycle and without objection; (2) entering final judgment

under Ct. Ch. R. 54(b) as to the previously awarded $5.25 million in fees; (3) imposing

a $75,000.00 cap on Pincus’s fees to oppose TPG’s appeal to the Delaware Supreme

Court, which TPG will pay as directed by the Supreme Court; and (4) directing that

going forward Pincus must seek fees relating to the Securities Action in federal

court.”17

14 Id. at 7.

15 In re TransPerfect, 2023 WL 7182135, at *3 (citing Mahani, 935 A.2d at 245).

16 Dkt. 1838, Ex. B at 4–5 (Studer Report arguing custodian’s counsel duplicated

work, charged excessive rates, and failed to include timekeeper identification); id.,
Ex. C at 2–5 (Paige Report arguing custodian’s counsel engaged in block billing,
excessive redactions, and vague time entries); see, e.g., In re TransPerfect, 2023 WL
7182135, at *2 & n.14; In re TransPerfect Glob., Inc., 2021 WL 1711797, at *34 &
n.335.
17 Rule 54(b) Motion ¶ 5.
C.A. Nos. 9700-CM, 10449-CM
June 20, 2024
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This is a strange set of requests to package into a Rule 54(b) Motion for a few

reasons. TransPerfect need not seek permission to pay any fees owed to Pincus timely

and without objection. There is no basis for imposing a cap on Pincus’s fees—he is

entitled to all fees and expenses reasonably incurred. And the federal court is not the

forum for litigating Pincus’s entitlement to fees and expenses that arise under an

order of this court.18 So, those requests are denied. That leaves the Rule 54(b) issues.

“Rule 54(b) is an exception to the well-established policy against piecemeal

appeals, and does not contemplate the entry of final judgment absent a showing of

some degree of hardship or injustice through delay which would be alleviated by

immediate appeal.”19 Thus the court must exercise its discretion to find no just

reason for delay under Rule 54(b) “sparingly.”20 Rule 54(b) “is not an invitation for

this Court to flood the Supreme Court’s docket.”21

As I previously held, the sole dispute now concerns fees.22 And the Supreme

Court has already addressed the bulk of TransPerfect’s objections concerning fees.23

18 Dkt. 1243 ¶¶ 5, 7, 10 (Feb. 15, 2018 Order).

19 Zimmerman v. Home Shopping Network, Inc., 1990 WL 140890, at *1 (Del. Ch.

Sept. 25, 1990) (internal quotation marks and citation omitted).
20 In re Tri-Star Pictures, Inc., Litig., 1989 WL 112740, at *1 (Del. Ch. Sept. 26, 1989).

21 Sider v. Hertz Glob. Hldgs., Inc., 2019 WL 2501481, at *2 (Del. Ch. June 17, 2019)

(citation omitted).
22 In re TransPerfect, 2023 WL 6387785, at *2; Dkt. 1837 at 21:24–22:1 (Jan. 4, 2024

oral argument on contempt motions) (“right now this case has devolved into a fee
motion practice”).
23 See Pincus, 278 A.3d at 653–59 (stating that the court did not abuse its discretion

in rendering its fee award).
C.A. Nos. 9700-CM, 10449-CM
June 20, 2024
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Because the parties and the court have guidance from the high court on the fee

analysis, there is no reason to permit additional piecemeal appeals.24 TransPerfect

will be able to appeal the court’s orders once it has ceased creating fee-generating

work for Pincus. Accordingly, there is no basis for granting Rule 54(b) relief.

TransPerfect’s Fee Objections are overruled. And TransPerfect’s Rule 54(b)

motion is denied.

IT IS SO ORDERED.
Sincerely,

/s/ Kathaleen St. Jude McCormick

Chancellor

cc: All counsel of record (by File & ServeXpress)

24 I previously denied TransPerfect’s August 21, 2023 Rule 54(b) motion, which raised

similar arguments to those presented now. In re TransPerfect, 2023 WL 6387785, at
*2.