An investor of Pactiv Corporation (NYSE:PTV) filed a lawsuit in State Court alleging breaches of fiduciary duty by members of the Pactiv board of directors arising out of their attempt to sell Pactiv Corp. too cheaply too Reynolds Group Holdings.
Accoridng to the complaint the plaintiff alleges that that the defendants breached their fiduciary duty owed to the public stockholders of Pactiv Corporation (NYSE:PTV) by the attempt to sell Pactiv Corp. through an unfair process at an unfair price too Reynolds Group Holdings.

On Tuesday, August 17, 2010, Pactiv Corporation (NYSE: PTV) announced it has entered into a merger agreement to be acquired by Reynolds Group Holdings Limited, a wholly owned subsidiary of Rank Group Limited, in a transaction valued at approximately $6 billion. Under the terms of the agreement, Pactiv shareholders will receive $33.25 in cash for each share of Pactiv common stock held. According to Pactiv Corp. its board of directors unanimously approved the merger agreement and the offer represents a premium of approximately 39 percent over Pactiv’s closing price of $23.97 on May 14, 2010, the last trading day prior to published reports regarding a potential transaction.

Shares of Pactiv Corporation (PTV) traded after the announcement at $32.66 per share. PTV already inclined on takeover rumors by Apollo Global Management LLC on May 17, 2010, to $29.25 per share.

But PTV stock traded over $36 per share in 2007 and at least one analyst has set a price target of $35.00 per share. And the plaintiff claims, among other things, that the board of directors have only secured a meager 6% premium for PTV shareholders despite the tremendous value Pactiv for Rank Group Limited, because Rank Group Ltd. is “a strategic buyer that has been collecting companies like Pactiv over the past few years to establish a worldwide packaging empire under its billionaire owner, Graeme Hart”.