After the American Italian Pasta Co. board of directors announced the proposal by and Ralcorp Holdings, Inc. to take over American Italian Pasta Company an investigation on behalf of current investors American Italian Pasta Company (NASDAQ:AIPC) over possible breaches of fiduciary duty by the board of directors of American Italian was announced.

The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of American Italian Pasta Co. arising out of their attempt to sell American Italian Pasta Company (NASDAQ:AIPC) to Ralcorp Holdings, Inc.

American Italian Pasta Company, located in Kansas City, MO, is a producer and marketer of dry pasta in North America. American Italian Pasta Company reported in 2007 Total Revenue of $398.12million, in 2008 $569.20million, an in 2009 $628.16million.

On Monday, June 21, 2010, American Italian Pasta Company (Nasdaq: AIPC) and Ralcorp Holdings, Inc. (NYSE: RAH) announced a merger agreement under which Ralcorp will acquire all of the outstanding shares of AIPC common stock for $53.00 per share in cash, for a total purchase price of approximately $1.2 billion, net of cash acquired. According to American Italian Pasta Company its Boards of unanimously approved the agreement.

Shares of American Italian Pasta Company (AIPC) traded before the news at $41.73 per share, and climbed to $52.65 per share in pre-market after the announcement.

The investigation by a law firm concerns whether the American Italian Pasta Co. Board of Directors breached their fiduciary to American Italian Pasta (NASDAQ:AIPC) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better American Italian Pasta Company (NASDAQ:AIPC), and whether Ralcorp Holdings, Inc. is underpaying American Italian Pasta Company (AIPC), thus unlawfully harming AIPC stockholders.