Jan. 22, 2013 (Shareholders Foundation) -- An investor in shares of Duff & Phelps Corp (NYSE:DUF) filed a lawsuit against directors of Duff & Phelps in effort to stop the proposed takeover of Duff & Phelps Corp by a consortium comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group at $15.55 per NYSE:DUF share.
The plaintiff alleges that the defendants breached their fiduciary duties owed NYSE:DUF stockholders by agreeing to sell the company too cheaply via an unfair process.

On Dec. 30, 2012, Duff & Phelps Corporation (NYSE: DUF) announced that it has entered into a merger agreement under which a consortium comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group will acquire Duff & Phelps Corporation for $15.55 per share in cash in a transaction valued at approximately $665.5 million.

However, the plaintiff claims that the $15.55 offer undervalues the company and is unfair to NYSE:DUF stockholders. Indeed, at least one analyst has set the high target price for NYSE:DUF shares at $24.00 per share and NYSE:DUF shares traded as recently as April 2012 as high as $15.98 per share, thus well above the current offer.

Furthermore, so the plaintiff, the process is also unfair to NYSE:DUF investors. Indeed, certain stockholders beneficially owning an aggregate of approximately 10% of the outstanding shares of the Company have already agreed to vote their shares in favor of the transaction.

In addition, so the plaintiff, the defendants agreed to preclusive deal protection provisions, such as a brief ‘go-shop, a no solicitation, and a termination fee provisions, that constrain the company’s ability to solicit or communicate with other potential acquirers or consider their proposals.