The announcement of a proposed buyout of Clinical Data, Inc. prompted an investigation on behalf of investors in Clinical Data, Inc. (NASDAQ:CLDA) shares questioning a potential unfairness of the takeover and possible breaches of fiduciary duties by certain Clinical Data officers and directors.

The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Clinical Data, Inc. arising out of their attempt to sell Clinical Data to Forest Laboratories, Inc.

On Tuesday, Feb. 22, 2011, Clinical Data, Inc. (NASDAQ: CLDA) and Forest Laboratories, Inc. (Forest) (NYSE: FRX) announced that they have entered into a merger agreement pursuant to which Forest Laboratories, Inc will acquire Clinical Data Inc for $30.00 per share in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones related to Clinical Datas Viibryd.

Clinical Data said the $30.00 per share represent a 6.6% premium to the volume-weighted average trading price of CLDA stock since the first trading day after the company announced the approval of Viibryd and that it was considering a potential change of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully diluted basis, net of net cash acquired.
But CLDA shares traded as high as $33.90 per share as recently as Feb 18 and declined in response to the takeover news to $30.96 per share, or 8.66%. In addition at least one analyst set a price target of $46 per share of Clinical Data stock.

Therefore the investigation concerns whether the Clinical Data Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of Clinical Data, Inc. (NASDAQ:CLDA) and specifically whether the Clinical Data board of directors breached their fiduciary duties to Clinical Data (CLDA) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether Forest Laboratories, Inc is underpaying for NASDAQ CLDA shares, thus unlawfully harming CLDA stockholders.

A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ:CLDA shareholders would receive in a buyout, so the law firm.