I am not going to post the article, but the SEC is looking if some rules might not have been followed regarding the announcement of the purchase. If this link doesnt open, I am sure if you Google the title you can find another readable article.
It does seem interesting. Maybe someone who was a BNI stockholder could enlighten us more.
Probably looking at some purchases of BNSF just before the public announcement. Looking to see if there was any leakage that allowed some insider purchases.
This kind of thing is really pretty much SOP with large transactions. You can bet that Warren B. had it lawyered well before he brought the topic up.
As a former BNI shareholder, I think were given adequate lead-time and information on the purchase, including proxy votes. I waited, with 'bated breath, for it to transpire. I am now a happy “BRK-B” stockholder. Sorry – no capital gains for “Uncle Sambo” and the horrendous defecit! No, my shares are not for sale.
Hays
I believe the issue might be B/H’s intentions. Back in the days when it was acquiring what turned out to be a 20% stake in BNSF, the required SEC filings stated that the purpose of the purchases was investment only. Obviously, at some point in time that intention changed to takeover. At that point in time, B/H has a duty to disclose that.
If one accepts the accounts that have been published by Trains on what occured, I don’t think there is much substance here.
From piouslion1:
“This kind of thing is really pretty much SOP with large transactions. You can bet that Warren B. had it lawyered well before he brought the topic up…”
What with the a ccusations made recently about the shenanigans and cavorting being done by the Federal “watch dogs” , My guess is Pious lion is right on the target and this thing is a smoke screen to deflect criticism from the Professional Politicians.
You can bet thiat Warren Buffet had all his “i’s” dotted and his “t’s” crossed when this deal was done. He knew that it would create a media dust-up of some kind.
As I read the WSJ article - which I must emphasize is my only source of knowledge in this area - the legal issues are when did the B-H intent become a ‘proposal’, and then how quickly must that have been disclosed. Apparently that has long been a gray area in the administration and enforcement of the 13D disclosure requirement, and only recently has the SEC moved to clarify it. For example, it is stated in the article that some legal counsel take the view that a takeover is not ‘firm’ enough to have to disclose until all of the necessary financing is pretty much unconditionally in place - not when the subject is first broached internally, or to the intended target company. Also, the purpose of the regulation is to prevent the target company’s management and shareholders from being ‘blindsided’ by a hostile takeover attempt as a fait accompli or ‘done deal’, when a majority or all of the shares have been bought up quietly without any announcement. That did not happen here - the management and board was aware from Day 1 when Warren Buffett approached Matt Rose, and the acquisition of shares - even options for same - did not occur until after considerable publicity and approval votes by the boards of both companies some months later.
I can see where an argument could be made that even the negotiations for an agreement to acquire are significant enough to require disclosure, as that could and would have affected everyo