An investigation on behalf of current investors in Borland Software Corporation (NASDAQ: BORL), who purchased their shares of Borland Corp (BORL) before May 06, 2009, over potential breaches of fiduciary duty and other violations of state law by the board of directors of Borland was announced.

According to the investigation by a law firm the investigation focuses on potential shareholder claims against the board of directors of Borland Software Corp. arising out of their attempt to sell the Company to Micro Focus for only $1.00 per share in cash. The transaction appears to be unfair, so the investigation, given that, among other things, Borlands shares BORL traded as high as $1.94 per share as recently as September 2008, Borland Software Corp has more than $2.29 per share in cash and the median share price target set by analysts is $1.50 per share, significantly more than the transaction price of $1.00 per share agreed to by Borlands Board. Notwithstanding the above, Borlands Board has unanimously approved the merger transaction and has directed that the transaction be submitted to Borlands stockholders for approval. Borland Software Corporation is a vendor of Open Application Lifecycle Management solutions (ALM), which represents the segment of the ALM market in which vendors solutions are flexible enough to support a customers specific processes, tools and platforms. Under the proposed conditions of the merger a no-shop provision prevents Borland Software from soliciting, initiating, or even encouraging or facilitating any acquisition proposal from any third party who would be willing to offer a higher price to Borlands shareholders and obligates Borland to pay a termination fee and the expenses of Micro Focus up to $3.0 million, so the investigation. Borland Software Corp is located in Cupertino, California and had $211.78million in total revenue in 2007 and $172.03million in 2008. Shares of Borland Software BORL traded on Friday at $0.971 per share, down from $1.94 per share in September 2008, $5.98 per share in 2007, $6.77 per share in 2006, and almost $17 per share in 2002.