Jessica M. Karmasek Jun. 13, 2013, 3:30pm

NEW ORLEANS (Legal Newsline) -- Former Louisiana Attorney General Charles Foti Jr. and his law firm, Kahn Swick & Foti LLC, announced this week that they have launched an investigation into Dole Food Company Inc.'s board of directors.

In particular, Foti said the firm is looking into the board's conduct related to an unsolicited, private proposal from the fruit-and-vegetable producer's chairman and CEO.

The company said Tuesday Dole Food Chairman and CEO David Murdock and his family have offered to buy the rest of the Westlake, Calif.-based company for nearly $1.5 billion.

Under the terms of the proposed transaction, shareholders of Dole would receive $12 in cash for each share of Dole common stock that they own.

Murdock's bid would take the company private for the second time in a little more than 10 years.

Foti, who served as Louisiana's top lawyer from 2004-08, said in a statement that his firm's investigation is focusing on the board's process for considering the proposed transaction; whether Dole and/or its officers and directors are working in shareholders' best interests; whether the proposed consideration is adequate, fair and consistent with the fair or inherent value of Dole; and whether Murdock is using his position in order to purchase the company at an unfair price.

Foti and KSF launched a similar investigation into the board of directors of popular apparel retailer rue21 Inc. late last month.

Foti made the announcement just hours after rue21 said it was entering into a definitive agreement to be acquired by funds advised by Apax Partners, a global private equity firm.

Under the agreement, funds advised by Apax will acquire all outstanding shares of rue21 for $42 per share in cash. The transaction is valued at more than $1 billion, according to the retailer.

Foti, now a partner at KSF, was replaced by current Attorney General James "Buddy" Caldwell.

From Legal Newsline: Reach Jessica Karmasek by email at

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