Ademi LLP is investigating Fauquier (Nasdaq:FBSS) for possible breaches of fiduciary duty and other violations of the law in its transaction with Virginia National.
Ademi LLP alleges Fauquier’s financial outlook is improving and yet shareholders will receive only 0.6750 shares of Virginia National common stock for each share of Fauquier common stock held. The merger agreement unreasonably limits competing bids for Fauquier by prohibiting solicitation of further bids, and imposing a termination penalty if Fauquier accepts a superior bid. Fauquier insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Fauquier’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Fauquier.