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The Orchard Enterprises, Inc. (ORCD)



The former Board of Directors of The Orchard Enterprises, Inc. Is Investigated by Faruqi & Faruqi, LLP for Potential Breaches of Fiduciary Duties

Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of The Orchard Enterprises, Inc. (“Orchard” or the “Company”) (NASDAQ: ORCD) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Dimensional Associates LLC, which was completed on July 29, 2012. At the time the Company entered into the merger agreement with Dimensional, Dimensional owned approximately 42% of the Company’s outstanding common stock and 99% of the Company’s outstanding Series A Preferred Stock, representing an aggregate of approximately 53% of the Company’s voting securities.  Under the terms of the merger agreement, Orchard’s minority shareholders received $2.05 in cash for each share of Orchard’s common stock they owned—a grossly inadequate consideration.

Whether Orchard’s Board of Directors breached their fiduciary duties to the Company’s minority stockholders by failing to conduct an adequate and fair sales process prior to agreeing to the sale of the Company to Dimensional, whether the sale of the Company undervalued Orchard’s shares, and whether Orchard’s Board of Directors unjustly favored Dimensional to the detriment of Orchard’s minority shareholders are the key focus of this investigation.

If you owned Orchard common stock between March 16, 2012 and July 29, 2012 and would like to discuss your legal rights, please Richard W. Gonnello, Esq. either via e-mail at rgonnello@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.

Contact Counsel

Richard W. Gonnello
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330


Case Details


  • 08/01/2012

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