Investigation Overview
Following the announcement of that the Online Resources Board of Directors is evaluating unsolicited merger offers an investigation for investors of Online Resources Corporation (NASDAQ:ORCC) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at Online Resources Corporation (Public, NASDAQ:ORCC) or others breached or will breach their fiduciary duties in connection with the takeover rumors and in the event of a buyout.
On Friday, Jan 21, Online Resources Corporation (Nasdaq: ORCC) announced that its Board of Directors is evaluating unsolicited expressions of interest in potential business combinations that it has received from third parties. In response to the news Online Resources (ORCC) shares increased by almost 40%. Shares of Online Resources Corporation rose from its Thursday closing price of $4.55 per share to $6.33 on Friday.
Historic stock prices show that ORCC traded well above $10 during 2008 and as high as $13.39 per share in 2007. In addition Online Resources Corporation has performed well in the past for its shareholders. Online Resources Corporations 12months Total Revenue went from $91.74million in 2006 to $151.86million in 2009. Its Net income went from a meager $0.32million in 2006 to $5.13million in 2009. For the first three quarters in 2010 Online Resources Corporation reported a combined 9months Total Revenue of $111.74million with a combined 9months Net Income of $4.95million.
Therefore the investigation concerns whether Online Resources Board of Directors will undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Online Resources Corporation (NASDAQ:ORCC) and will breach their fiduciary duties to Online Resources Corp (ORCC) 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 ORCC shareholders would receive in a buyout, so the law firm.