Further corruption by Phillip Shawe of Transperfect (translations.com). Co-CEO's file lawsuit against one another.

accountant, and Shawe agreed to work with Elting "in good faith to create a more detailed

distribution agreement in the coming weeks." On November 12, Thomas Pennell, who was

working on the Vasont acquisition for TransPerfect, communicated those terms to Shawe, who

replied: "Yes — Agreed — Approved." Elting's lawyer then emailed a few minor clarifications.

Moments later, Shawe again replied: "Yes — Agreed — Approved." (Ex. 18).

54. Promptly thereafter, the advance distributions were made, and the Vasont

acquisition went forward. But Shawe has not honored his commitment to sign a distribution

agreement. On December 9, 2013, Elting's lawyer sent a revised draft of the agreement to

Shawe, soliciting his comments. (Ex. 19). Shawe did not respond, and never has. And, in

violation of the existing August 16 Agreement, and despite having ample cash on hand, he has

refused to permit TransPerfect to make the regular quarterly distribution that was due on April 1,

2014.

The 2013 Year-End Crisis

55. On Friday, December 27, as Boodram was trying to meet critical year-end tax and

payroll deadlines, Shawe again purported to suspend her, and proceeded to send a series of

hostile and irrational emails. At 4:26 p.m. on Friday afternoon, he told Boodram: "Do not come

in Monday . . . or until you get further notice from me. We are re-evaluating your position, and

how it contributes to Liz's stability and abuse of other employees." At 5:05 p.m., he told her:

"Do NOT step foot in this office again until Liz develops some other way of dealing with

people." In the same email, which was copied to several other TransPerfect employees, Shawe

told Elting: "Please get the help you so badly need." On Saturday, December 28, he wrote to

Boodram: I'm sorry you're in the middle of this, but your favoritism toward Liz on financial

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matters over time has contributed to the abusive menace Liz has become to other employees.

You are suspended until further notice. I will be there Monday. Your computer has again been

confiscated." (Ex. 22).

56. Between Friday evening and Monday morning, Shawe, without Elting's

knowledge or approval, broke (or caused someone to break) the lock on Boodram's office door,

and confiscated Boodram's computer.

57. At Elting's request, Boodram came to work on Monday, December 30. She

arrived at 7:00 a.m., prepared to complete work on the taxes and W2 forms. At 10:02 a.m., when

Shawe learned that Boodram was in the office, he told her: "Directly disobeying an order from

me will have severe consequences. I will be in shortly." (Ex. 23). When Shawe arrived, he

physically blocked Boodram from entering her office, and he told TransPerfect's IT employees

to ignore Elting's request to replace Boodram's computer. Because Boodram could no longer

work from her office, and because she was now afraid to stay there, Elting authorized her to

work from home, which Boodram did.

58. On this and other occasions, Shawe's actions against Boodram have caused

TransPerfect to miss tax deadlines and to incur substantial penalties and late fees as a result.

59. Finally, during the last week of December, Shawe took steps to prevent Elting

from communicating with her personal attorney. To that end, he instructed Ng to promote

Shawe's email account status to "SuperAdmin," which gave him the ability to selectively block

external email addresses. (Ex. 24).

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60. Shawe then proceeded to put a block on the server so that Elting would not

receive emails from her attorney and from another outside advisor who has been counseling her

throughout this crisis. (Ex. 25). Between Friday, December 27 and Monday, December 30,

Elting's lawyer sent numerous emails to Elting, on which Shawe and others were copied. On

Monday, as events in the offices reached a crisis point, Elting realized that she had not received

any of those emails — but that Shawe had received all of them.

61. On Tuesday, December 31, when Elting figured out what had happened, she

reminded Ng that "privileges with respect to the IT systems is something on which Phil and I

both, as co-owners, must mutually agree" and "[s]ince we have not done so neither of us is to

have any such privileges unless and until both of us agree and instruct you as such." Ng

acknowledged that he had received "conflicting directives about this issue" from Shawe. (Ex.

26).

62. Shawe also stole and then opened mail addressed to Elting from her attorneys. In

early 2014, for example, he opened an envelope from her attorney, addressed to Elting

personally, that contained an invoice with privileged time descriptions.

Shawe Tries to Induce Boodram to Execute a General Release

63. In January 2014, obviously concerned that his treatment of Boodram was

improper, Shawe tried to induce her to execute a general release, releasing any and all claims she

might have against TransPerfect and against Shawe personally.

64. With assistance from TransPerfect's outside counsel, Kasowitz Benson, Shawe

prepared a "General Release" by and between Shawe "in his personal capacity," TransPerfect,

and its "corporate entity affiliates," on the one hand, and Boodram, Roy Trujillo, and Jonathan

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Van Lunsen ("Trujillo" and "Van Lunsen"), two other TransPerfect executives whom Shawe has

co-opted, on the other hand. Shawe intended it to be a "five way agreement" that would be valid

only if they all signed it. (Ex. 27). He did not make Elting herself a party to the release, either as

a releasor or as a releasee.

65. Elting is not aware of any legitimate reason for Shawe to seek releases from, or

offer releases to, Trujillo or Van Lunsen, and Shawe has never provided one. Rather, their

inclusion in the "five-way agreement" was integral to Shawe's scheme to extract a general

release from Boodram.

66. On or about Friday, January 3, when Elting was out of the office, Shawe called

Boodram, Trujillo, and Van Lunsen into his office, with a notary standing by, to try to induce

Boodram to sign the release. Shawe knew that Trujillo and Van Lunsen would sign the releases

without objection, which would put pressure on Boodram to do the same, and indeed they both

did. Boodram, however, was unwilling to sign the release.

67. Elting did not learn any of this until Boodram brought it to her attention after-the-

fact. Elting told Shawe that he had no right to seek personal releases from TransPerfect

employees, or to release company claims against employees, without her knowledge or consent.

She also told him to stop giving unilateral and self-serving directives to TransPerfect's outside

counsel.

68. Shawe subsequently revised the document to add Elting as a signatory. But

despite Elting's request, he continued to seek and obtain legal advice from Kasowitz, including

on matters as to which his interests are now adverse to hers. In January, for example, after many

months of urging from Elting, Shawe finally agreed to meet with Elting and her lawyers — but

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only if Kasowitz could represent him personally in that meeting. Elting, of course, did not agree,

and the meeting never took place. Despite numerous demands by Elting, neither Shawe nor

Kasowitz — her own company's counsel — has provided their communications concerning the

advice they gave to Shawe with respect to his surreptitious attempts to obtain releases for himself

and TransPerfect, but not for Elting.

69. In mid-February, Elting finally told Kasowitz that because it had persisted in

putting Shawe's personal interests ahead of the interests of the company, the firm's role as

counsel to TransPerfect was "under review" and it was not authorized to take on any new work.

She later learned that, even after that point, Shawe went behind her back and continued to give

work to the firm.

70. Meanwhile, throughout January and February, Shawe repeatedly pressured

Boodram to execute the release. As Shawe knows, Boodram has a history of health problems

and suffered a stroke in the office ten years ago. Shawe's continued abuse has caused Elting to

have serious concerns about Boodram's health. After Shawe personally confronted Boodram

about the release in late February, Elting told DeNoia:

I am extremely concerned that if Phil returns to Gale's office this afternoon as he just told us he would to ask again what it will take for her to sign that release that he will harass her and put her under duress again. She says she has nothing left to say on the matter. She already told Phil [that] he has made her feel suicidal recently and that she wanted to jump out of her office window because of Phil's actions. She also said that her neurologist just told her last week that her blood pressure is very high. Please remember that she had a stroke in the office ten years ago. (Ex. 28).

71. DeNoia responded: "Liz — I told Phil that I would speak to Gale later today and

give her some room to breathe on this. I am worried about Gale's health as well." (Id.).

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72. Despite Shawe's ongoing pressure tactics and the impact on her health and well-

being, Boodram has thus far declined to execute the release.

Shawe Concocts Baseless Accusations to Derail a Valuable Joint Venture

73. In February 2014, TransPerfect was set to launch a joint venture with

CultureQuest, a company that developed software to equip professionals with the skills needed to

transact business in countries with different languages, cultures and protocols. After nearly two

years of negotiations and an investment of time and money, TransPerfect had licensed the

software, lined up potential customers, and was a week away from beginning to market the new

platform.

74. Just before the scheduled launch, Shawe set out to derail the transaction. He

claimed that it was "not an arm's length deal" because the president of CultureQuest is a

"personal friend" of Elting's, and that CultureQuest, moreover, had "stolen or somehow

embezzled" TransPerfect's website design. (Ex. 29).

75. Without consulting or informing Elting, he placed the entire initiative on hold and

asked a well-regarded law firm, Manatt Phelps Phillips, to provide legal advice on whether

TransPerfect should sue CultureQuest for copyright infringement. On February 13, he told

Elting that Manatt had analyzed the issue and concluded that CultureQuest had "usurped TPT's

intellectual property" (Ex. 30) — but he did not share Manatt's written analysis with Elting.

76. On February 17, Shawe directed Michael Stone ("Stone"), TransPerfect's outside

accountant, to "start interviewing all the employees on the CultureQuest/Sanjyot legal matter"

and to "[g]ather as much info as possible." When Elting told Stone that he had no authority to

interview TransPerfect employees, Shawe told her she was "obstructing the investigation."

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Shawe told Stone that "Liz is conflicted" and that he "must not follow Liz's instructions to

obstruct the investigation." (Ex. 31).

77. Because Stone had clearly overstepped his role and become an ally of Shawe,

Elting was forced to tell Stone's boss, Selwyn Gerber, that Gerber & Co. could not perform any

functions for TransPerfect other than the tax-related work for which it had been hired.

78. On February 25, Elting requested and obtained a legal memorandum directly from

Manatt. What Manatt actually wrote — contrary to what Shawe represented — is that "we

question the wisdom of pursuing litigation against [CultureQuest] for copyright infringement."

Manatt reached that conclusion for three reasons. First, "it is unclear what damages, if any,

TransPerfect has suffered." Second, as Shawe knows, TransPerfect is about to launch a new and

different website. And third, CultureQuest has already changed its website, and has told

TransPerfect that it will make further changes if asked. In short, the concerns that Shawe raised

either have been addressed, or can easily be addressed, without litigation.

79. To date, however, Shawe has refused to let anyone at TransPerfect communicate

with CultureQuest, failed to renew an already existing license, and prevented the project from

going forward, causing TransPerfect to forego substantial revenue.

Shawe Takes Advantage of Elting's Long-Planned

Trip to Asia in March to Advance his Unilateral Agenda

80. Shawe's conduct went from bad to worse in March 2014. Elting was scheduled to

leave the country on March 16 for a long-planned two-week trip to Asia. As Shawe knew,

Friday, March 14 would be her last day in the office.

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81. Concerned that Shawe would continue to exclude her from important decisions

during her absence, Elting sent an email to key department heads on March 12, reminding them

that Shawe could not make any unilateral changes to TransPerfect's operating procedures while

she was away. (Ex. 32). But even before Elting had left the country, and throughout her

absence, Shawe began to orchestrate major changes without her knowledge or input.

Personnel Decisions

82. In early March 2014, Shawe unilaterally recruited a senior level employee to join

the IT department. The proposed hire requires joint approval from Elting and Shawe for two

separate reasons. First, the position is in IT, which is a Shared Services department. Second, the

salary exceeds the maximum amount that either Elting or Shawe may pay to an employee in their

own departments without the other's consent, under the August 16 Agreement.

83. Elting did not learn of the negotiations until March 12, 2014, after Shawe claimed

to have made a binding commitment on salary and other terms. On March 14, 2014, Elting

notified senior employees in HR and IT that she had not approved this hire, and that he could not

be hired "in my absence." (Ex. 33).

84. Shawe then claimed that the candidate was being hired not for the firm-wide IT

department but for one of his divisions, and that Elting "has no say whatsoever in the hiring

process for this division." (Id.). This was both untrue and irrelevant, because regardless of the

department, the salary alone triggered the joint approval requirement in the August 16

Agreement.

85. Shawe left Elting with no choice but to contact this candidate directly and tell him

that "TransPerfect has not made any offer to you at this point." (Ex. 34).

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Shawe 's Continued Mistreatment and Abuse of Boodram

86. Shawe also resumed his campaign of harassment against Boodram. On Friday,

March 14, Shawe falsely accused Boodram of engaging in improper conduct with respect to

certain TransPerfect accounts. In one email, he alleged that she had "duped" him into creating

an account for the payment of corporate taxes that did not require a second signatory. In another

email, he told Boodram: "you will need to remove yourself as the single-point-of-failure on

every account for which you've maintained your improper control." (Ex. 35).

87. There are, of course, no such accounts. Moreover, as the Treasurer and de facto

Controller of TransPerfect, Boodram, among her many other job responsibilities, has "general

supervision over the care and custody of the funds" of TransPerfect.

88. That Friday evening, Elting's attorney sent an email to Shawe to try to prevent

him from continuing to harass Boodram during Elting's absence. That prompted Shawe to send

another email to Boodram at 12:16 a.m. on Saturday, March 15, requesting "the information on

who can sign on our various accounts." (Ex. 36).

89. Shawe's abusive behavior finally caused DeNoia to submit a letter of resignation.

On March 19, Shawe confronted Boodram with DeNoia's not-yet-public letter of resignation and

accused her of being the cause of his resignation.

90. On March 20, as another weekend was approaching, Shawe concocted a needless

and baseless crisis over a modest increase in Boodram's salary that both Elting and Shawe had

approved in 2013. Elting urged HR to intervene, to avoid subjecting Boodram to yet another

weekend of threats and abuse. That evening, Boodram told Elting that Shawe's persistent

harassment "has gotten so bad that I had to tell my kids and husband, under no circumstances, I

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don't care how urgent it is, you are not to call me, email me or visit me at work because of what I

have to deal with. Phil is killing me slowly." (Ex. 37).

91. On Monday morning, Boodram reported to Elting that her headaches had gotten

so severe over the weekend that she was calling her neurologist:

With what went on Friday, that stress caused me to have headaches off and on all weekend and I have it right now on one side of my head, and back-aches on the left side, so I am going to call back my neurologist to make sure that nothing is wrong. I want to be able to get my work done today as I have some important things to do and could not do it from home. (Ex. 38).

The Payroll Disaster

92. When Elting left for Asia in March 2014, she and Shawe had begun the process of

determining merit-based raises for 2013 performance. By agreement, ADP has never been

authorized to process any supplemental compensation unless and until it receives joint approval

from Elting and Shawe.

93. Elting had a number of questions concerning the raises and bonuses proposed by

HR, which in some cases did not appear to be in line with performance. She instructed that the

raises should not be processed until her questions had been answered.

94. Ignoring her instruction, Shawe then directed several employees — including

Trujillo, Ng, and Fiona Asmah — to surreptitiously instruct ADP to process the raises. In the

past, HR input and provided the approved numbers to Boodram, who then worked with ADP to

process the payroll. On this occasion, however, Shawe bypassed HR and instructed Boodram to

"take no further action with ADP until further notice." (Ex. 39). He ensured that all calls from

ADP to Boodram were intercepted and re-directed to other employees, he arranged to have

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Boodram's phone "disabled" and prevented her from communicating by email with ADP. (Ex.

40). On March 21, 2014, when Boodram received an email from ADP indicating that something

was amiss and started to look for answers to ADP's questions, Shawe emailed Ng (copying

Trujillo and Van Lunsen), instructing him to "take [Boodram] out of adp [a]nd kill her phone."

(Ex. 41). He also told DeNoia, copying Trujillo and Ng: "Do not do anything (yourself [or] the

HR team) to stop my supplemental raises with ADP." (Ex. 42).

95. By the end of the day on March 21, Shawe had succeeded in carrying out his

scheme and he bragged to Elting and others: "I processed a Supplemental Payroll in ADP. Now

all 'shared-service' division have had their US raises processed, and the raise amounts have been

communicated to the staff" (Ex. 43).

96. When she learned what had happened, Elting asked HR to investigate the entire

incident. Shawe prevented the requested investigation from taking place. On March 28, when

Elting asked HR to at least inform the employees that their pay was being impacted, Shawe sent

the following email to DeNoia, copying Trujillo and Ng, with the subject line, "Warning":

Bob-

Put your pencil down on drafting a lie for Liz about her gale and this payroll situation.

Do not give her anything or work at all with her on this.

If you send out a lie, I will follow with the truth.

(Ex. 20).

97. As soon as Elting returned from Asia, she acted quickly to prepare a corrected

payroll which restored most of the changes made in her absence, with two exceptions. First,

with Boodram's assistance, she corrected thirteen separate numerical errors that had caused

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thirteen employees to receive incorrect compensation. Second, she did not restore the significant

raise and bonus that Shawe had given to Ng, who — among other egregious misconduct — assisted

Shawe in pulling off this scheme.

98. ADP's response, however, was to refuse to process any payroll without a joint

instruction from Elting and Shawe. On March 29, an ADP representative explained that "ADP is

in a difficult position when we receive conflicting information and instructions from a client"

and that "if ADP continues to receive conflicting instructions from TransPerfect, our legal

counsel will require that we suspend all services until resolved." (Ex. 44).

99. Shawe, without copying Elting, then instructed ADP: "Please suspend services,

and facilitate arrangement for us to switch payroll companies. You are no longer authorized to

transact business for TransPerfect." When he refused ADP's request to copy Elting on the email,

ADP referred the entire matter to its legal department. Elting then had to assure ADP that

"TransPerfect will not take any legal action against ADP" if it processed TransPerfect's payroll.

(Id.).

100. Only through their respective lawyers were Elting and Shawe able to agree on the

content of a joint instruction that enabled ADP to process the corrected payroll on April 7. (Ex.

45).

101. Elting then learned that there had been several calls and at least one meeting with

another payroll company, Paychex, Inc., orchestrated by Shawe with assistance from Trujillo,

Asmah and others, and that they were attempting to retain Paychex to administer TransPerfect's

payroll. Elting immediately informed the CEO and other senior executives of Paychex that she

had not authorized this change and that ADP continues to be TransPerfect's payroll

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administrator. Paychex responded to Elting and Shawe, saying that under the circumstances,

absent a letter signed by both of them it "will not be able to process payroll services for

TransPerfect." (Ex. 46).

102. On April 8, Elting's lawyer proposed several ways to resolve the current impasse,

including a written Interim Payroll Agreement that would allow ADP to process the payrolls

going forward and would avoid another crisis on April 21. (Ex. 47). (The agreement envisions

dual supervision by Elting and Shawe, with the payroll being administered by Boodram and

Jasmina Pasic, who Shawe handpicked for this role in November 2013 and who had been

performing it without incident since then.) Shawe has not agreed to any of Elting's proposals.

Elting then learned that Shawe had placed a temporary hold on all payments to ADP, further

endangering TransPerfect's ability to process its payroll. (Ex. 48).

103. Paychecks are issued every other Monday. In order to issue those checks, ADP

needs proper authorization — which at that point meant joint written authorization from Elting

and Shawe — six days in advance, or the prior Tuesday. If ADP receives authorization by

Wednesday, it can still process the payroll, but TransPerfect incurs a late charge. If the

authorization is received after Wednesday, there is increasing danger that ADP can no longer

process that payroll at all.

104. With respect to the April 7 and April 21 payrolls, Elting communicated her

approval on time but Shawe was late. Each time, they came dangerously close to missing the

deadline, and they incurred late fees on both occasions.

105. With respect to the May 5 payroll, Elting and Shawe both communicated their

approval on Monday, April 28 — but again, the approval pertained to that payroll only. After

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processing the May 5 payroll, ADP immediately told Shawe and Elting that the payroll was

"back on hold again" and that "[i]t is our hope at ADP that the next request to remove the hold

will be a permanent request," because Iv* will only be able to accommodate this one more

time." (Ex. 21).

106. On May 6 or 7, Shawe disabled Boodram from being able to access

TransPerfect's computer system. Without computer access, she could not work on the payroll,

or provide the necessary data to ADP.

107. On May 8, the Court entered an order restraining Shawe from preventing or

interfering with the administration of TransPerfect's payroll, including by having any

communication with ADP, and required Shawe to restore Boodram's network access

immediately, even while the hearing was continuing. The Court held that "[Ole only person who

is going to do payroll is Gale Boodram," and "[t]he only person at this point who may speak to

ADP is Gale Boodram." (Ex. 66; Ex. 65 at 30, 31, 35).

108. On Friday, May 9, Elting's counsel, with the knowledge and consent of Shawe's

counsel, so informed ADP, in an effort to avoid the threatened suspension of payroll services.

(Ex. 68). That should have solved the payroll crisis right away but, unfortunately, it did not.

109. On Monday, May 12, ADP advised counsel for both parties that it "will process

one last payroll under the current non-standard process," and that the last such payroll "is

scheduled for this Wednesday, May 14 th and would require approval of both CEOs unless the

authorized payroll contacts are changed to designate only Gale Boodram as such authorized

payroll contract prior to that date." (Id.). Elting's counsel responded on the morning of May 13,

telling ADP that "Ms. Boodram is the authorized payroll contact." Shawe's counsel responded,

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but without confirming that Boodram is "the authorized payroll contact" and without agreeing

that ADP could return to the "standard process." (Id.).

110. TransPerfect then received a suspension notice from ADP, which ADP likely had

had sent previously, because it referenced a May 12 deadline. The suspension notice stated that

"ADP can only take instructions from the authorized payroll contacts of Transperfect" and that,

absent agreement about who has that authority, "ADP is suspending all services pending receipt

of a court order indicating what individuals at Transperfect are authorized to provide payroll

instructions to ADP, or a written document signed by each of you with consistent instructions

regarding authorized Transperfect payroll contacts and services." The letter stated that the May

14 payroll "will be the last payroll cycle that ADP will provide service under the current, non-

standard process" and that "Nhereafter, the ADP service will be suspended unless the required

authorization outlined above is provided by 5/12/2014." (Ex. 69).

111. After receiving the suspension notice, Elting's counsel asked Shawe's counsel

immediately to confirm to ADP that Boodram is TransPerfect's authorized payroll contact.

Shawe's counsel refused to provide that confirmation. (Ex. 70). To avoid a suspension of

payroll services, Shawe's counsel then emailed ADP again at 3:23 p.m. on May 13, reiterating

that Boodram is the authorized contact for TransPerfect, and attaching the court order and

transcript so stating. (Ex. 71). It was not until 7:09 p.m. on May 13 that Shawe's counsel finally

informed ADP that "we confirm that the instructions jointly issued Friday regarding Ms.

Boodram as a single point of contact remain joint instructions" and that "[v]e share the belief

and hope that standard processing is now provided for." (Id.). And it was only after it had

received Shawe's belated confirmation, that ADP, on May 14, finally restored TransPerfect to

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ordinary payroll procedures and lifted the threat of a payroll default for TransPerfect's 2,000

domestic employees. (Id.).

112. At least while the Temporary Restraining Order remains in place and Boodram is

the sole authorized payroll contact, TransPerfect is no longer in danger of being unable to

process its payroll because of Shawe's interference or his refusal to provide ADP with a joint

written directive.

Shawe and Stone Interfere with the Payment of Elting's Taxes

113. Because TransPerfect is a Subchapter S corporation, the income flows through the

company and, ultimately, to Elting and Shawe. Elting and Shaw must pay quarterly taxes based

on TransPerfect's estimated annual revenue. The funds for those quarterly payments come from

TransPerfect, and those funds qualify as income distributions.

114. To maintain Sub-S status, all income distributions must be made on a pro rata

basis, in accordance with ownership percentage. When one owner's tax liability is unequal to

another's, as is often the case, a supplemental distribution, referred to as a "true-up," must be

made order to equalize the distributions.

115. Because the payment of taxes requires a distribution, and because true-ups are

then required to equalize that distribution, Elting cannot pay her quarterly taxes without some

degree of cooperation from Shawe, and Shawe has the ability to stand in her way.

116. Over the past year, Shawe has repeatedly refused to cooperate with Elting in the

payment of quarterly taxes. On several occasions, he has withheld his cooperation until the

eleventh hour, or beyond, to extract various concessions from Elting. For example, on or about

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