Levi & Korsinsky said that it is investigating the Board of Directors of Burlington Northern Santa Fe Corp. (BNI) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to Berkshire Hathaway Inc. (BRK). Under the terms of the transaction, Berkshire will acquire the remaining 77.4% of Burlington shares it does not already own in a cash and stock valued at approximately $44 billion. The Company's stockholders will receive either $100 in cash or a variable number of shares of Berkshire Class A or Class B common stock, subject to proration if the elections of the shareholders do not equal approximately 60% cash and 40% stock.
The investigation concerns whether Burlington's Board of Directors have breached their fiduciary duties to stockholders by failing to adequately shop the Company before entering into this transaction and whether Berkshire is underpaying for Burlington's shares, thus unlawfully harming Burlington's stockholders.
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