Following the announcement by Constellation Energy Group, Inc. that its board of directors agreed to a merger with Exelon Corp. an investigation on behalf of investors of Constellation Energy Group, Inc. (NYSE:CEG) over possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at Constellation Energy Group, Inc. or others breached their fiduciary duties in connection the proposed merger.

On Thursday, April 28, 2011, Constellation Energy Group, Inc. (NYSE:CEG) and Exelon Corporation (NYSE: EXC) announced that they have signed a definitive agreement to combine the two companies in a stock-for-stock transaction. Under the proposed transaction, Constellation Energys shareholders will receive 0.930 shares of Exelon Corp. (EXC) common stock in exchange for each share of Constellation Energy Group (CEG) common stock. Based on Exelons closing share price on April 27, 2011, Constellation shareholders would receive a value of $38.59 per share, or $7.9 billion in total equity value. Constellation Energy Group said the exchange ratio represents an 18.1 percent premium to the 30-day average closing stock prices of Exelon Corp and Constellation Energy Group as of April 27, 2011.

Indeed, in response to the takeover proposal shares of Constellation Energy Group, Inc. (NYSE:CEG) increased from $34.30 on Wednesday to over $36.40 during Thursdays trading.

However, CEG shares traded during 2010 at almost $37 per share and during 2008 as high as over $100 per share. Additionally at least one analyst has set a target price of $38.00 per share. Constellation Energy Group also reported in 2009 $15.598billion in Total Revenue and $14.34billion in 2010.

Therefore the investigation concerns whether the Constellation Energy Group Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Constellation Energy Group, Inc. (NYSE:CEG) and breached their fiduciary duties to Constellation Energy Group (CEG) shareholder by failing to adequately shop the Company before entering into any transaction.
The investigation concerns also whether Exelon Corp would underpay for NYSE:CEG shares, thus unlawfully harming Constellation Energy Group stockholders. A potential class action lawsuit would seek to maximize the amount of money and information NYSE:CEG shareholders would receive in a buyout, so the law firm.