SEC Division of Corporation Finance no-action letter: Booz Allen Hamilton Holding Corp.

Securities Exchange Act of 1934
Section 13(d)
November 12, 2010
Michele M. Anderson, Esq.
Chief, Office of Mergers and Acquisitions
Nicholas P. Panos, Esq.
Senior Special Counsel, Office of Mergers and Acquisitions Evan S. Jacobson, Esq. Attorney Advisor, Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Booz Allen Hamilton Holding Corporation Ladies and Gentlemen:
On behalf of our client, Booz Allen Hamilton Holding Corporation, a Delaware corporation, we are seeking interpretive advice to confirm that each stockholder of Booz Allen Hamilton Holding Corporation who is not an executive officer, director or greater￾than-five-percent owner and who will grant an irrevocable proxy and receive certain tag￾along rights in exchange, as described herein, is not by virtue of the proposed arrangements with a private investment firm and other arrangements described herein a member of a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Background Booz Allen Hamilton Holding Corporation (“Holding”), through its indirect wholly owned subsidiary, Booz Allen Hamilton, Inc. (“BAH”), is a leading provider of management and technology consulting services to the U.S. government in the defense, intelligence and civil markets. BAH employs approximately 23,000 people and is, in a number of respects, managed by a large management team consisting of employee￾stockholders who, reflecting BAH’s partnership-style culture, are called “partners” and who manage the affairs of BAH. There are currently approximately 109 partners.