At least three investors in XTO have filed three separate lawsuits in the Tarrant County District Court on behalf of current investors in XTO Energy Inc. (Public, NYSE:XTO), who purchased their XTO shares before December 14, 2009, over alleged breach of fiduciary duty by the board of directors of XTO Energy Inc.

According to the complaint the plaintiff alleges breaches of fiduciary duty and other violations of state law by the Board of Directors of XTO Energy Inc arising out of their attempt to sell XTO Energy Inc to Exxon Mobil Corporation. The plaintiff claims that XTO management and directors agreed to sell the company through "an unfair process" and that XTO Energy is worth more because of likely future global warming regulations that could curtail carbon emissions.

XTO Energy announced on Monday that Exxon Mobil wants to acquire XTO in an all-stock transaction valued at $41 billion. Under the terms of the agreement ExxonMobil has agreed to issue 0.7098 common shares for each common share of XTO. According to XTO Energy the boards of directors of both companies approved the agreement and the offer represents a 25 percent premium to XTO stockholders. According to one lawsuit the "proposed acquisition is more representative of Exxon bottom-feeding in the battered energy market".

Shares of XTO Energy (XTO) traded at $48.94 per share after the announcement and at almost $42 per share the day before the news. XTO shares where down from its 52weekHigh of $49.10 per share, $54.25 per share in September 2008, and over $70 per share in June 2008.

Previous investigations by law firms concerned “whether the XTO Energy Inc Board of Directors breach their fiduciary duties to XTO Energy Inc. (XTO) shareholders by agreeing to sell the XTO at an unfair price thereby harming XTO Energy Inc and its shareholders”, “whether the directors of XTO Energy Inc and special committee members may have breached their fiduciary duties by not acting in XTO shareholders' best interests”, and “the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, ExxonMobil Corporation may be underpaying for XTO Energy Inc., thus unlawfully harming XTO shareholders”.

XTO Energy Inc., located in Fort Worth, Texas, along with its subsidiaries, is engaged in the acquisition, development, exploitation and exploration of both producing oil and gas properties and unproved properties, and in the production, processing, marketing and transportation of oil and natural gas. XTO Energy reported in 2007 Total Revenue of $5.513billion with a Net Income of $1.691billion and in 2008 Total Revenue of $7.695billion with a Net Income of $1.912billion.