The announcement of a proposed takeover of Tollgrade Communications, Inc. at $10.10 led to an investigation on behalf of investors in Tollgrade Communications, Inc. (NASDAQ:TLGD) shares questioning a potential unfairness of the takeover and possible breaches of fiduciary duties by certain Tollgrade Communications officers and directors.

The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Tollgrade Communications, Inc. arising out of their attempt to sell Tollgrade Communications to an affiliate of Golden Gate Capital.

On Tuesday, Feb. 22, 2011, Tollgrade Communications, Inc. (Nasdaq:TLGD) announced that it has signed a merger agreement to be acquired by an affiliate of Golden Gate Capital in an all-cash transaction valued at approximately $137 million. Under the terms of the proposed transaction, Tollgrade Communications shareholders will receive $10.10 in cash per TLGD common share.
Shares of Tollgrade Communications, Inc. declined in response to the takeover proposal to $10 per share. TLGD shares traded as recently as Feb. 16 as high as $10.16 per share, leaving TLGD investors with practically no premium.

Therefore the investigation concerns whether the Tollgrade Communications Board of Directors undertook an adequate and fair sales process to obtain maximized consideration for all shareholders of Tollgrade Communications, Inc. (NASDAQ:TLGD) and specifically whether the Tollgrade Communications board of directors breached their fiduciary duties to Tollgrade Communications (TLGD) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether Golden Gate Capital is underpaying for NASDAQ TLGD shares, thus unlawfully harming TLGD stockholders.

A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ:TLGD shareholders would receive in a buyout, so the law firm.