Berkshire Shareholder Sues Buffett Over Sokol’s Lubrizol Trades

Wednesday, 20 Apr 2011 07:07 AM

 

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A shareholder of Berkshire Hathaway Inc. has filed a lawsuit alleging that Warren Buffett and the company's board hurt investors by failing to act swiftly when they found out about stock trades that outgoing executive David Sokol made ahead of Berkshire's $9 billion takeover of chemical company Lubrizol.

Shareholder Mason Kirby filed the lawsuit in Delaware this week seeking to recover any improper gains that Sokol made on the 96,000 Lubrizol shares that he bought in January shortly before pitching the company to Buffett as an acquisition target.

"Sokol's trades and Buffett's failure to fully inform himself about these trades are in direct violation of the company's policy and amount to a breach of the duty of loyalty and due care owed to Berkshire and its shareholders," the lawsuit said.

Buffett did not immediately respond to a message Tuesday. Sokol's assistant said he would not comment.

Buffett disclosed the trades last month as he announced Sokol's surprise resignation, but denied that the executive's departure was linked to the Lubrizol deal. Both Buffett and Sokol have said they do not believe that Sokol's Lubrizol trades were illegal. Before his resignation, many investors had considered Sokol the leading candidate to eventually replace Buffett as Berkshire's chief executive.

But Kirby's lawsuit claims that the trades violated Berkshire's policies and hurt the firm's reputation. Kirby's attorney did not immediately respond to a message on Tuesday. The lawsuit did not detail how many shares of Berkshire stock he owns.

The timeline of Sokol's Lubrizol trades is detailed in Buffett's statement last month and in documents that Lubrizol filed with the Securities and Exchange Commission.

Sokol bought 2,300 shares of Lubrizol in December one day after he asked an investment banker to contact the specialty chemical maker about possible deal talks. Sokol sold those initial shares a week later, but then bought nearly 100,000 Lubrizol shares in early January for about $100 a share even though he knew Lubrizol's board had been discussing Berkshire's possible interest in acquiring the chemical company.

About a week after Sokol bought his Lubrizol shares for about $10 million, he recommended that Berkshire buy the company. Buffett said Sokol mentioned owning Lubrizol stock in passing, but he didn't learn the details of the transactions until shortly after the deal was announced March 14.

Buffett said the decision to offer $135 in cash for each share of Lubrizol was entirely his, but that the offer wouldn't have happened without Sokol's early efforts. The deal made Sokol's shares worth roughly $13 million.

Lubrizol shareholders are scheduled to vote on Berkshire's takeover offer on June 9. The deal, which is expected to close in the third quarter, includes Omaha, Neb.-based Berkshire assuming about $700 million in Lubrizol debt. Lubrizol is expected to retain its Wickliffe, Ohio, headquarters and current management.

Berkshire owns roughly 80 subsidiaries, including clothing, furniture and jewelry firms, but its insurance and utility businesses typically account for more than half of the company's net income. It also has major investments in such companies as Coca-Cola Co. and Wells Fargo & Co. Berkshire has more than 260,000 employees worldwide but only 21 at its headquarters in Omaha.

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