Investigation Overview
An investigation on behalf of current investors in Phase Forward Incorporated (NASDAQ:PFWD) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Phase Forward Inc. was announced.
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Phase Forward Inc. (PFWD) of arising out of their attempt to sell Phase Forward Incorporated to Oracle Corporation.
Phase Forward Incorporated, located in Waltham, MA, is a provider of an Integrated Clinical Research Suite (ICRS), of enterprise-level software products, services and hosted solutions for use in the customers' global clinical trial and drug safety monitoring activities. Phase Forward Incorporated reported in 2007 Total Revenue of $134.29million, in 2008 $1709.18million, and in 2009 $213.26million.
On April 16, 2010, Phase Forward Incorporated (NASDAQ: PFWD) announced that it has agreed to be acquired by Oracle Corporation (NASDAQ:ORCL) for $17.00 per PFWD share in cash or a transaction value of approximately $685 million.
Shares of Phase Forward Incorporated (PFWD) traded after the takeover announcement at $16.81 per share, and at $13.15 per share before the news. PFWD shares traded at $17 per share as early as November 2009, were down from $21.51 in 2008 and over $24 in 2007, and at least one analyst has set a price target for Phase Forward of $18.00 per share.
The investigation by a law firm concerns whether the Phase Forward Inc. Board of Directors breached their fiduciary duties to Phase Forward Incorporated (PFWD) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of Phase Forward Inc. (NASDAQ:PFWD)., and whether Oracle Corporation is underpaying for Phase Forward Incorporated, thus unlawfully harming Phase Forward (PFWD) stockholders.