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Corporations Keyed to O’Kelley
Nemec v. Shrader
Citation:
991 A.2d 1120 (2010)Facts
Nemec retired from Booz Allen in March 2006, after nearly 36 years of service with the company. Wittkemper also retired from Booz Allen on March 2006, after nearly 20 years of service. Throughout their tenure, both were partially compensated with annual grants of stock rights that were convertible into common stock of the company. Those rights were granted under the Booz, Allen & Hamilton Inc. Officers Stock Rights Plan. Under the stock plan, each retired officer had a put right to sell his shares back to the company at book value. In March 2008, Booz Allen’s board of directors, in anticipation of Carlyle transaction, extended their terms of office by 90 days until the end of June 2008, and declined to issue new stock rights to its officers, thus preserving the contemporaneous Booz Allen stock ownership. On May 2008, Booz Allen entered into a former merger agreement that would result in the sale of its government business to the Carlyle Group. If allowed to participate in the Carlyle transaction, the plaintiffs would have received materially more than the March 2008 book value of their Booz Allen shares.
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