Berkshire Audit Committee: Sokol Violated Company Policy
April 27 2011 - 5:05PM
Dow Jones News
The audit committee of the board of directors at Berkshire
Hathaway Inc. (BRKA, BRKB) said its investigation of stock
purchases by David Sokol showed the former executive violated
company policies and concluded he misled senior management about
the investments.
Sokol, who bought shares of a chemicals company shortly before
recommending that Berkshire acquire the company outright, may face
legal action from the Berkshire board, according to a report
prepared by the audit committee and released by Berkshire
Wednesday.
The report examines in detail the disclosure Sokol made to
Berkshire Chairman Warren Buffett about his investment in the
company, Lubrizol Corp. (LZ). Buffett had said in a statement
announcing Sokol's resignation in March that Sokol had disclosed
that he owned shares in the company, but Buffett didn't ask for
details about the date and time of his purchase.
Buffett said in March that Sokol, 54, bought $10 million in
shares of Lubrizol about a week before he suggested it to Buffett.
Prior to his purchases, Sokol met investment bankers representing
Lubrizol and asked them to communicate Berkshire's possible
interest in a takeover to the company's management. Berkshire's $9
billion deal to acquire Lubrizol in March boosted the value of
Sokol's stake by $3 million.
Sokol's remarks "did not satisfy the duty of full disclosure
inherent in the Berkshire Hathaway policies and mandated by state
law," the report concluded.
"His remark to Mr. Buffett in January, revealing only that he
owned some Lubrizol stock, did not tell Mr. Buffett what he needed
to know. … [I]ts effect was to mislead: it implied that Mr. Sokol
owned the stock before he began considering Lubrizol as an
acquisition candidate, when the truth was the reverse."
Sokol had long been considered a leading candidate to replace
Buffett as Berkshire's next chief executive.
Sokol has said the disclosure of the purchases and his
resignation were unrelated, that he wasn't a decision maker on the
Lubrizol purchase and that he did nothing wrong.
He couldn't immediately be reached on Wednesday.
-By Erik Holm, Dow Jones Newswires; 212-416-2892;
erik.holm@dowjones.com
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