The announcement by SFN Group Inc. that it agreed to be acquired by Randstad Holding nv prompted an investigation on behalf of investors of SFN Group Inc (NYSE:SFN) concerning whether the offer to take over SFN Group and the sale process are unfair to investors of SFN Group (NYSE:SFN) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in SFN Group (SFN) shares.

The investigation by a law firm concerns whether the SFN Group Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to SFN Group (NYSE: SFN) investors in connection with the proposed takeover.

On Wednesday, July 20, 2011 SFN Group, Inc. (NYSE: SFN) announced it has entered into an agreement to be acquired by Randstad Holding nv (Euronext Amsterdam: RAND.AS) for $14.00 per common share through a cash tender offer, which values the Company's equity at approximately $770 million.
SFN Group, Inc said the $14-offer represents a premium of 53% over SFN Group's closing share price on July 19, 2011 and a 49% premium over SFN Group's volume weighted average closing share price over the 30 days ended July 19, 2011.

Following the takeover news shares of SFN Group Inc (NYSE: SFN) rose in after-hours trading to $13.99 per share.

However, recent trading prices have been above the current offer. In fact, NYSE SFN shares traded on April 8, 2011 as high as $14.44 and on March 4, 2011 at $14.40 per share. Additionally at least one analyst has set the high price target at $17 per share and the median target price at $15 per share, both above the current offer.

Therefore the investigation concerns whether the SFN Group Board of Directors undertook an adequate and in particular breached their fiduciary duties to the SFN Group Inc (NYSE:SFN) shareholder by failing to adequately shop the Company before entering into the transaction.

The investigation concerns also whether Randstad Holding nv would underpay for NYSE:SFN shares, thus unlawfully harming SFN stockholders.

In fact, SFN Group Inc has performed well in recent years. SFN Group was able to increase its 52week Total Revenue from $1.71billion reported on Dec 27, 2009 to $2.05billion reported on Dec. 26, 2010. Its was able to pull out of a Net Loss of $6.33million for 2009, respectively a Net Loss of $118.49million for 2008 and report a Net Income for 2010 of $14.89million.
Additionally, despite recent share prices above the $14-offer, share prices for NYSE SFN stock grew exceptionally well over the past two years. Shares of SFN Group Inc (NYSE: SFN) rose from as low as $1.23 during February 2009 to as high as $9.96 per share in December 2010.

A potential securities class action lawsuit would seek to maximize the amount of money and information SFN Group (SFN) shareholders would receive in a buyout, so the law firm.