An investigation on behalf of current investors of Avocent Corporation (Public, NASDAQ:AVCT), who purchased the shares before October 06, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover were announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Avocent Corporation (Public, NASDAQ:AVCT) arising out of their attempt to sell Avocent Corporation to Emerson Electric Co.

On Tuesday, October 6, 2009, Avocent Corp. announced that it would be acquired by Emerson Electric Co. in an all cash offer. Under the terms of the agreement, Avocent stockholders will receive cash of $25.00 in exchange for each share of Avocent common stock for a total of approximately $1.2 billion. The Avocent Board of Directors unanimously endorsed the terms of an all-cash tender offer. The offer represents a 22 per cent premium over Monday's closing price
But according to an investigation by a law firm the transaction appears to be unfair to current investors of Avocent Corporation (NASDAQ:AVCT) because the offer to acquire Avocent Corporation (NASDAQ:AVCT) at $25 per share appears opportunistically timed to take advantage of the current economic downturn. The investigation concerns whether the consideration to be paid to AVCT shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of AVCT and whether the directors of AVCT may have breached their fiduciary duties by not acting in AVCT shareholders' best interests in connection with the sale process of AVCT.

Mike Borman, who used to run IBM's partner channel and who worked at Big Blue for all but a couple of years when he was chief executive officer at Blue Martini Software, became CEO at Avocent in July 2008; at the time, Avocent's shares were trading in the $40 range. Another investigation said that pursuant to this proposed acquisition, Emerson may be underpaying for Avocent, thus unlawfully harming Avocent shareholders. And another investigation call the deal even suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $25.00 per share.

Avocent Corporation, located in Huntsville, AL, designs, manufactures, licenses, and sells software and hardware products and technologies that provide connectivity and centralized management of information technology (IT) infrastructure. The Company provides connectivity and systems management, endpoint security, and service management products and technologies, desktop computers, serial devices, wireless devices, mobile devices, network appliances, and process management for IT personnel. Avocent Corporation reported in 2007 Total Revenue of $600.88million with a Net Income of $45.93million and in 2008 Total Revenue of $657.13million with a Net Income of $25.47million. Avocent Corp. shares (NADSAQ: AVCT) traded at $24.82 per share after the announcement and $20.55 per share the day before the announcement. AVCT shares were down from a 52weekHigh of $25.13 per share, over $35 per share in 2007, and almost $38 per share in 2006.