Chancellor Andre G. Bouchard.

The Delaware Chancery Court has dismissed a shareholder class action, claiming that the outgoing CEO of an information-technology company pursued a $283 million buyout in order to pay for his retirement.

Chancellor Andre G. Bouchard said Wednesday that there were “no concrete facts” to support claims that Charles K. Narang, the former CEO of Virginia-based NCI Inc., had orchestrated the 2017 sale to a private equity fund as a way to liquidate his holdings in the firm, which provides software and data analytics services to intelligence, health care and civilian government agencies.

Plaintiffs Aron English and Richard Peppe alleged in their 2018 complaint that Narang, who was the controlling shareholder and 73 years old at the time, had “nearly all of of his net worth” wrapped up in his NCI holdings and rushed an unfair deal with Miami-based private equity firm H.I.G. Capital to boost his estate planning.

Though the deal was approved by 73.6 percent of NIC's shareholders, English and Peppe argued the transaction should be reviewed under the “entire fairness” standard, Delaware's most onerous framework for evaluating conflicted transactions.

Bouchard, however, said in a 36-page memorandum opinion that the lawsuit was “lean on factual support,” noting that the complaint had failed to identify “any allegations of fact” concerning Narang's estate planning or wealth-management strategy.

Notably, Bouchard said, the complaint was also “devoid” of facts suggesting that Narang had any debt obligations or that the company was sold in a crisis or fire sale.

“There is no legitimate excuse for failing to plead this information since, as plaintiffs admit, it should be readily available in public filings,” Bouchard wrote in his ruling.

“Plaintiffs have failed to plead facts to support a reasonable inference that Narang's retirement as NCI's CEO posed some sort of exigency or emergency situation where he needed liquidity fast so as to create a disabling conflict of interest with respect to the transaction. Accordingly, no basis exists to subject the board's consideration of the transaction to entire fairness review.”

Bouchard also found that there was no reason to believe that shareholders were not fully informed when they tendered their shares in favor of the deal and dismissed the suit with prejudice under the business judgment rule.

Attorneys for both sides were not immediately available to comment.

The plaintiffs were represented by W. Scott Holleman and Garam Choe of Johnson Fistel in New York and Blake A. Bennett of Cooch and Taylor in Wilmington. Narang, NCI and H.I.G. were represented by Joshua Z. Rabinovitz of Kirkland & Ellis in New York and Devora W. Allon from the firm's New York office. Elena C. Norman and Daniel M. Kirshenbaum of Young Conaway Stargatt & Taylor in Wilmington acted as local counsel in the case.

The case was captioned English v. Narang.