An investor of Burger King Holdings, Inc. (NYSE:BKC) filed a lawsuit in State Court against members of the board of directors of Burger King over alleged breaches of fiduciary duty arising out of the attempt to sell Burger King too cheaply through an unfair process to 3G Capital.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty owed to the shareholders of Burger King Holdings, Inc. (NYSE:BKC) by the attempt to sell Burger King via an unfair process at an unfair price.

Miami, Florida based Burger King Holdings, Inc. (NYSE: BKC) and 3G Capital announced on September 02, 2010, that they have entered into an agreement under which affiliates of 3G Capital will acquire the stock of Burger King Holdings for $24.00 per BKC share, or $4.0 billion, including the assumption of the Company's outstanding debt. According to Burger King Holdings its board of directors unanimously approved the agreement and the offer represents a 46% premium to Burger King’s unaffected share price before recent market rumors.

In 2002 TPG, Bain Capital and Goldman Sachs bought Burger King from British drinks company Diageo (DGE.L) for about $1.5 billion. Then in May 2006 Burger King went public. TPG, Bain Capital and Goldman Sachs remained to hold a stake in the company. Over the past four years Burger Kings revenue increased from $2.234billion for the past 12 month reported on June 30, 2007 to $2.5022billion for the past 12 months reported on June 30, 2010. Its Net Income rose from $148million reported on June 30, 2007 to $189million reported on June 30, 2010. Shares of Burger King Holdings, Inc. (NYSE:BKC) traded at $16.67 per share on Tuesday, August 31, 2010 and jumped to almost $19 per share on Wednesday, after media reports spread the news that the international fast food chain was in talks with potential buyers.

But the plaintiff alleges that the defendants attempt to sell Burger King under value to 3G Capital. Burger King shares BKC has traded for more than $22.00 per share earlier in the year, and during 2009 Burger Kind shares traded at almost $24 per share and during 2008 BKC stock reached over $30 per share.

In addition, among other things the plaintiff alleges that it is unlikely that a higher bid will emerge for Burger King since affiliates of TPG Capital LP, Goldman Sachs Capital Partners and Bain Capital Investors, which own approximately 31 percent of Burger King’s outstanding shares in the aggregate, have already entered into agreements pursuant to which they will tender their shares into the offer.