Shawe et al v. Pincus, Esq. et al
MEMORANDUM ORDER - denying plaintiffs' Motion to Stay Pending Determination of Appeal. Signed by Judge Gregory M. Sleet on 10/27/2017. (mdb)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
PHILIP R. SHAWE and
Civ. No. 17-277-GMS
ROBERT B. PINCUS, ESQ., in his official )
capacity as court-appointed custodian, and
JEFFREY W. BULLOCK, in his official
capacity as Secretary of State for the State
At Wilmington this "'), l day of October, 2017, having reviewed the Plaintiffs' motion for
a stay pending appeal and papers submitted in connection therewith (D.I. 38, D.I. 39, D.I. 41), the
court issues its decision as follows:
Background. The Delaware Court of Chancery has ordered the sale ofTransPerfect
Global, Inc. over the objections of Plaintiffs Philip R. Shawe and Shirley Shawe. (D.I. 34 at I).
Plaintiffs are two of the three stockholders of TransPerfect. (Id.).
On appeal, the Delaware
Supreme Court affirmed the Chancery Court's order and found that Plaintiffs waived any
arguments that the sale violated their constitutional rights. (Id. at 4). A few weeks later, Plaintiffs
filed a complaint in this court raising the same constitutional arguments deemed waived by the
Delaware Supreme Court. (Id.). Plaintiffs also asked the court to enjoin the Defendants from
carrying out their duties related to the sale. (Id. at I). Defendant Robert B. Pincus is the custodian
appointed by the Chancery Court to oversee the sale, and Defendant Jeffrey W. Bullock may be
statutorily required to take certain administrative actions to effectuate the sale, if it is in the form
of a merger or consolidation. (Id.).
On September 26, 2017, the court granted Defendants' motions to dismiss Plaintiffs'
complaint based on the Rooker-Feldman doctrine. (D.I. 34, D.I. 35). The Rooker-Feldman
doctrine upholds the legal principle that federal district courts do not have subject matter
jurisdiction over cases that are "essentially appeals from state-court judgments." (D.I. 34 at 4-5).
Plaintiffs' complaint was dismissed with prejudice, and the case was closed. (D.I. 35). Plaintiffs
have appealed the court's decision to the Third Circuit Court of Appeals and moved for a stay
pending the appeal. (D.I. 36, D.I. 38).
Discussion. As Plaintiffs admit, "the nature of the relief requested [in the motion] is
unusual." (D.I. 39 at 3). "[A] stay operates upon the judicial proceeding itself ... either by halting
or postponing some portion of the proceeding, or by temporarily divesting an order of
enforceability." Nken v. Holder, 556 U.S. 418, 428 (2009). By contrast, an injunction "is directed
at someone, and governs that party's conduct." Id. The relief Plaintiffs have requested is an
· injunction, not a stay. There is no judicial proceeding before the court to halt or postpone. Instead,
Plaintiffs' motion asks the court to prohibit individuals and entities from closing any sale of
TransPerfect until the Third Circuit can decide the issues on appeal. (D.I. 39). This is not a proper
exercise of the court's authority within the context of a motion to stay.
Accordingly, it is HEREBY ORDERED that Plaintiffs' Motion to Stay Pending
Appeal (D.I. 38) is DENIED.
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