After Encore Energy Partners LP announced that it received a buyout offer by Vanguard Natural Resources to take over the remaining units of Encore Energy Partners LP an investigation on behalf of investors in Encore Energy Partners LP (NYSE:ENP) over possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at Encore Energy Partners LP (Public, NYSE:ENP) or others breached their fiduciary duties in connection with proposed takeover.

On Friday, March 25, 2011, Vanguard Natural Resources LLC (NYSE: VNR) announced that it has submitted a proposal to the chairman of the Conflicts Committee of the board of directors of the general partner of Encore Energy Partners LP (NYSE: ENP) to purchase all of ENP's outstanding publicly-held units through a unit-for-unit exchange. Vanguard Natural Resources said that subject to negotiation and execution of a definitive agreement, Vanguard Natural Resources would offer 0.72 Vanguard Natural Resources common unit for each outstanding publicly-held ENP common unit as part of a transaction that would be structured as a merger of ENP with a wholly-owned subsidiary of the Company. The offer represents a value of $23.20 per ENP unit and a transaction value of about $567 million.

However, ENP units traded as recently as March 22, 2011 at $23.58, thus asking certain investors to hand over their ENP units at a discount. Further more the performance of Fort Worth, Texas based Encore Energy Partners LP for its investors was increasing lately. Encore Energy Partners 12months Total Revenue increased from $150.52million in 2009 to $183.75million in 2010. Encore Energy Partners LP was able to come out of a Net Loss of $40.33million in 2009 and report a Net Income of $32.07million in 2010. In addition Vanguard Natural Resources LLC said it owns 100 percent of the general partner of ENP and owns approximately 46% of the outstanding common units of ENP.

Therefore the investigation monitors and concerns whether Encore Energy Partners LP Board of Directors undertake an adequate and fair sales process to obtain the maximized consideration for all untiholders of Encore Energy Partners LP (Public, NYSE:ENP) and breached their fiduciary duties to Encore Energy Partners LP (ENP) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether Vanguard Natural Resources LLC would underpay for NYSE:ENP units, thus unlawfully harming NYSE:ENP investors. A potential class action lawsuit would seek to maximize the amount of money and information for NYSE ENP unitholders would receive in a buyout, so the law firm.