At least two investors filed lawsuits in California State Court on behalf of current investors in Chordiant Software, Inc. (Public, NASDAQ:CHRD) alleging breaches of fiduciary duty by the board of directors of Chordiant Software, Inc.for selling Chordiant Software too cheaply to Pegasystems.
According to the complaints the plaintiff alleges breaches of fiduciary duty by the Board of Directors of Chordiant Software, Inc. (Public, NASDAQ:CHRD) arising out of their attempt to sell Chordiant Software, Inc. to Pegasystems Inc.for for allegedly inadequate consideration and on unfair terms.

Chordiant Software, Inc., located in Cupertino, California, gives global brands a real-time unified view and understanding of their customer’s behavior and capabilities to optimize customer strategies that match each customer’s individual situation. Chordiant Software, Inc. reported in 2007 Total Revenue of $124.55million with a Net Income of $6.03million, in 2008 Total Revenue of $112.96million with a Net Income of $1.06million, and in 2009 Total Revenue of $77.46million. On Monday, March 15, 2010, Chordiant Software (NASDAQ: CHRD) and Pegasystems Inc. (NASDAQ: PEGA), announced that boards of directors of both Pegasystems and Chordiant unanimously approved the definitive agreement under which Pegasystems, Inc will acquire Chordiant Software for $5.00 per share or a total purchase price of approximately $161.5 million.

Shares of Chordiant Software, Inc. (CHRD) traded after the announcement at $4.99 per share, and at about $4.00 days before the news. CHRD shares were down from $6.28 per share in August 2008, $9.00 per share in January 2008, and almost $16 per share in 2007. The complaint alleges that Pegasystems Inc seeks to acquire the publicly-held shares of Chordiant on unfair terms and without regard to the best interests of Chordiant’s public shareholders or the intrinsic value of Chordiant's stock. If the proposed transaction is consummated, Pegasystems Inc. would acquire the public shareholders' interest in Chordiant Software, Inc, allegedly without paying a fair and adequate price, thereby irreparably harming Plaintiff and Chordiant Software’s public shareholders, so the lawsuit.