An investigation on behalf of current investors BPW Acquisition Corp. (Public, AMEX:BPW), who purchased the BPW shares before December 08, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of BPW Acquisition arising out of their attempt to sell BPW Acquisition Corp. to The Talbots, Inc. (NYSE: TLB). On December 08, 2009 BPW Acquisition Corp. (AMEX: BPW) announced that it has entered into a definitive merger agreement pursuant to which it will be acquired by The Talbots, Inc. (NYSE: TLB). Under the terms of the merger agreement BPW common shares will be exchanged for the equivalent of $11.25 per BPW share in Talbots’ common shares within a floating exchange ratio range of between 0.9000 – 1.3235 Talbots shares per BPW share, based on the trading prices of Talbots common stock prior to the BPW stockholders meeting.

But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of BPW Acquisition Corp. (Public, AMEX:BPW) because the “offer to purchase BPW Acquisition Corp. (BPW) appears opportunistically timed to take advantage of the current economic downturn” and is “grossly unfair, inadequate, and substantially below the fair or inherent value of BPW”. Shares of BPW Acquisition Corp. (BPW) traded after the announcement between $10.55 and $10.00. BPW shares traded at about $9.90 per share before the announcement. The investigation “concerns whether the BPW Acquisition Corp. Board of Directors breach their fiduciary duties to BPW Acquisition Corp. (BPW) shareholders by agreeing to sell the BPW at an unfair price thereby harming BPW Acquisition Corporation and its shareholders”, “whether the directors of BPW Acquisition Corp. may have breached their fiduciary duties by not acting in BPW shareholders' best interests”, and “the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, the Talbots, Inc may be underpaying for BPW Acquisition Corp., thus unlawfully harming BPW shareholders”.

BPW Acquisition Corp., located in Stamford, CT, is a blank check company established to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. The Company focuses on a business combination or combinations in the financial services or business services industries.