Nemec v. Shrader

Under Booz Allen's (defendant's) Officer Stock Rights Plan, retired officers Nemec and Wittkemper (plaintiffs) had two years to sell their stock back, after which the company could redeem it at book value. A pending sale of Booz Allen's government unit to Carlyle Group, expected to close before the redemption deadline, was delayed and closed only after Booz Allen redeemed the plaintiffs' shares at the lower, pre-Carlyle book value; some approving directors personally benefited from the later Carlyle deal. The plaintiffs sued for breach of the implied covenant of good faith and fair dealing and breach of fiduciary duty, and the trial court dismissed their claims.