After billionaire Carl C. Icahn proposed to acquire all of the remaining outstanding shares of common stock of Mentor Graphics an investigation on behalf of investors of Mentor Graphics Corporation (NASDAQ:MENT) over possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at Mentor Graphics Corporation (NASDAQ:MENT) or others breached or will breach their fiduciary duties in connection with proposed takeover by Carl C. Icahn and certain of his affiliated entities.

On Tuesday, Feb 22, Mentor Graphics Corp. (NASDAQ: MENT) confirmed that it has received an unsolicited conditional proposal from Carl Icahn and certain of his affiliated entities for all of the outstanding shares of the company other than those it already owns at a price of $17 per share in cash.

MENT shares rose after activist investor billionaire Carl Icahn, who owns 14.7 percent of Mentor Graphics stocks, appeared on the CNBC program Strategy Session on Tuesday, Feb. 8th and said that Mentor should be acquired, or at the very least it should be put up for sale. On Feb 10 Reuters, citing people familiar to the situation, reported that Mentor Graphics has enlisted the Goldman Sachs Group Inc. for takeover defense and strategic defense as it gears for a potential proxy fight with Carl Icahn. That same day Mentor Graphics spokesman Ry Schwark issued a statement Thursday afternoon denying that Mentor Graphics has retained Goldman Sachs Group.

The bid represents a 24% premium to where the stock traded before Mr. Icahn called for a sale.

But Mentor Graphics performance for its shareholders slightly increased lately. While Mentor Graphics12months Total Revenue decreased from $879.73million reported on Jan 31, 2008 to $789.10million reported on Jan 31, 2009, its 12months Total Revenue increased to $802.73million reported on Jan 31, 2010. Even though its Net Loss increased from $24.31million reported on Jan 31, 08 to a Net Loss of $91.25million reported on Jan 31, 2009, Mentor Graphics Corporation was able to lower its Net Loss to $21.89million reported on Jan 31, 2010. Mentor Graphics Corporation reported a combined nine months Total Revenue ending on October 31, 2010 of $607.45million.

Shares of Mentor Graphics Corporation (Public, NASDAQ:MENT) traded during 2006 as low as $10.10 and then increased throughout 2006 to $18.03 per share. MENT shares closed 2007 at $10.91 per share and decreased in February 2008 to $7.71 per share. MENT shares reached in June 2008 $15.89 per share but fell until the end of the year to $4.70 per share. On March 6, 2009 MENT shares traded as low as $3.44 but since the beginning of 2011 MENT shares rose from roughly $12 to over $14.50 on Friday, Feb 11.

The investigation monitors and concerns whether Mentor Graphics Corporation Board of Directors will undertake an adequate and fair sales process in the event of a takeover to obtain the maximized consideration for all shareholders of Mentor Graphics Corporation (NASDAQ:MENT) and will breach their fiduciary duties to Mentor Graphics Corp. (MENT) shareholder by failing to adequately shop the Company before entering into any transaction. A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ MENT shareholders would receive in a buyout, so the law firm.