The Securities and Exchange Commission is examining the disclosures Berkshire Hathaway Inc. made about its $26 billion purchase of Burlington Northern Santa Fe Corp. railroad, said people familiar with the matter.

For a number of weeks, the SEC has been looking at how Berkshire, helmed by billionaire investor Warren Buffett, informed other Burlington shareholders about its offer to buy the company in late October 2009, these people said.

At the time, Berkshire was already a 22.6% holder of Burlington stock. Under a section of securities law generally known as ’13D,’ large holders must promptly alert other stockholders of any ‘plans or proposals’ to control a company. Technically, the disclosure, which must be filed with the SEC, should happen within a few business days after an offer, say some securities lawyers, but the matter has long been open to interpretation.

Mr. Buffett declined to comment. The SEC also declined to comment.

Mr. Buffett amended his securities holdings on Nov. 3, 2009, the day the acquisition was announced. Securities filings show that he first indicated he could pay $100 for each Burlington share to company Chief Executive Matthew K. Rose on the evening of Oct. 23.

The transaction was a highlight of Mr. Buffett’s career and represented his largest-ever deal. Mr. Buffett saw rail transportation as a growing industry over a coming period of higher energy costs. Mr. Buffett declared it an ‘all-in wager on the economic future of the United States.’

The reporting law is intended to help company officers by limiting shareholders’ ability to make a surprise takeover offer. But the adherence to and enforcement of this standard has long fallen in a gray area. Potential buyers are loath to disclose a potential deal, fearing that it could upset their ability to complete the transaction. The SEC, meanwhile, has shown only spotty attention to this area of the law over the years, say securities attorneys.

By Dennis K. Berman


据知情人士透露,美国证券交易委员会(The Securities and Exchange Commission,简称SEC)正在调查伯克希尔哈撒韦公司(Berkshire Hathaway Inc.)以260亿美元收购Burlington Northern Santa Fe Corp.铁路公司时在信息披露方面是否得当。

上述人士说,数周来,SEC一直在调查由亿万富翁投资者巴菲特(Warren Buffett)执掌的伯克希尔公司在2009年10月底提出收购Burlington公司时以何种方式告知了后者的其他股东。



2009年11月3日,即宣布收购的当日,巴菲特修订了他的证券持有情况。证券文件显示10月23日晚,他首次向Burlington公司首席执行长罗斯(Matthew K. Rose)表示他可以每股100美元的价格收购这家公司。



Dennis K. Berman