Following the announcement that Tilman J. Fertitta wants to acquire McCormick & Schmick's Seafood Restaurant an investigation on behalf of investors of McCormick & Schmick's Seafood Restaurant (Public, NASDAQ:MSSR) over possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at McCormick & Schmick's Seafood Restaurant or others breached their fiduciary duties in connection the proposed takeover.

On April 4, 2011, Tilman J. Fertitta announced that he intends to commence, through his affiliate LSRI Holdings, Inc., a subsidiary of Landry's Restaurants, Inc. (collectively, 'Landry's'), an all-cash offer to acquire all of the issued and outstanding shares of common stock of McCormick & Schmick's Seafood Restaurants, Inc. (Nasdaq: MSSR) not already owned by Fertitta or his affiliates for $9.25 per share.
Fertitta said he already owns directly approximately 10.1% of the outstanding common stock of MSSR, making him one of MSSR's largest stockholders.

Fertitta said offer will represent an attractive premium of approximately 30% to the closing price of MSSR's shares on Friday, April 1, 2011. Indeed, following the takeover announcement shares of McCormick & Schmick's Seafood Restaurant rose from $7.12 on Friday to $9.26 during Mondays trading.

However, shares of McCormick & Schmick's Seafood Restaurant traded as recently as February 28 as high as $10.27 per share and on February 17 as high as $10.22, leaving some investors with no premium, but asking them to hand over their shares at a discount.

Therefore the investigation concerns whether the McCormick & Schmick's Seafood Restaurant Board of Directors undertake an adequate and fair sales process to obtain fair consideration for all shareholders of McCormick & Schmick's Seafood Restaurant (NASDAQ:MSSR) and breach their fiduciary duties to McCormick & Schmick's Seafood Restaurant (MSSR) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether Tilman J. Fertitta would underpay for MSSR shares, thus unlawfully harming NASDAQ:MSSR investors.
McCormick & Schmick's Seafood Restaurants financial performance over the past years has been relatively consistent with 12months Total Revenue ranging between $351.06million and $390.72million.
A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ: MSSR shareholders would receive in a buyout, so the law firm.