The current scandals at Berkshire Hathaway are opening wide to the eye of the public what I have been saying for the past 3 years: that Warren Buffett, Charlie Munger and his close business associates are a bunch of greedy crooks, as anybody who has not been sucked into the euphoria of the markets should have forecast.
During great bull markets, driven by excessive "confidence" and positive sentiment, nobody cares about corruption, crooks, fraud, insider trading etc. This is the reason why the market can over-extend by such a massive amount. Then, when sentiment sours and markets correct and crash, all of the sudden, all these stories that didn't matter — because people were drunk, believing that there wealth was going to the stratosphere and closed their eyes on all misbehaviours — all of the sudden start to matter a lot. This is why all the insider trading cases, corruption cases, etc. are revealed during bear markets and matter only during those times.
Here are a few reports, ordered chronologically. It's a very long post, but interesting nonetheless if you have the time and will to read through it — or at least the emphasized sections.
Berkshire’s Sokol Resigns After Investing in Takeover Target
March 30 (Bloomberg) -- David Sokol, once a candidate to succeed Warren Buffett as the head of Berkshire Hathaway Inc., resigned after helping to negotiate the acquisition of a company whose shares he had purchased.Buffett Misses Chance to Show Moral Courage: Alice Schroeder
Sokol, 54, bought about 96,000 Lubrizol Corp. shares before recommending the company as a takeover target, Buffett, Berkshire’s chairman and chief executive officer, said today in a statement. Buffett said he didn’t ask for the resignation and that Sokol’s stock purchases were legal.
“What Sokol did was, the only word that comes to mind, shabby, and I am shocked he did it,” Jeff Matthews, author of “Pilgrimage to Warren Buffett’s Omaha” and founder of hedge fund Ram Partners LP, said in an e-mail. “Buffett says it wasn’t illegal, but it is not how you do deals, and especially not how you do them at Berkshire.”
Lubrizol, the Wickliffe, Ohio-based maker of engine lubricants, agreed this month to be purchased by Berkshire for about $9 billion. Sokol bought 96,060 Lubrizol shares on Jan. 5, 6 and 7, less than two weeks before recommending the company as a Berkshire acquisition, Buffett said today. In their first discussion about Lubrizol, Sokol mentioned he was a shareholder, Buffett said in the statement.
“It was a passing remark and I did not ask him about the date of his purchase or the extent of his holdings,” Buffett said. Buffett learned about the size and dates of the purchases “shortly before I left for Asia on March 19,” he said.
Sokol’s stake as reported by Buffett would have been worth about $9.92 million on Jan. 7, based on the closing price on the New York Stock Exchange. The shares have risen about 30 percent to $134.01 since Buffett’s deal was announced, boosting the stake, if Sokol still owns it, to $12.9 million.
Buffett, 80, is preparing Omaha, Nebraska-based Berkshire for his eventual departure. The company said in February it has four candidates to succeed Buffett as CEO, without publicly identifying them. Investors including Buffett biographer Andrew Kilpatrick had said Sokol was the most likely successor.
March 31 (Bloomberg) -- What were they thinking? How could Warren Buffett excuse David Sokol’s trading in Lubrizol Corp. stock while Sokol was pitching the company to Berkshire Hathaway Inc. as an acquisition candidate?Munger Says He Told Buffett of Stake in BYD, Recused Himself
Buffett and Sokol both say that nothing “unlawful” was going on (Sokol even went so far as to tell CNBC he did nothing inappropriate). Their explanation is that, because a deal with Lubrizol hadn’t actually been struck and wasn’t likely when Sokol bought his shares, it was all right for Sokol to profit from his knowledge of a possible deal.
On Wall Street, we call this kind of trading front-running, and everybody knows that it is wrong. People get fired for doing it. Sokol said that he is leaving Berkshire to pursue other business interests, and the timing is linked to Berkshire’s April 30 annual shareholder meeting, which is attended by tens of thousands of people. That’s probably true, in a sense. Buffett must want this mess cleared up and out of the way before he has to take questions from shareholders.
Buffett gave out a few facts in his press release yesterday, but the Schedule 14A filed with the Securities and Exchange Commission by Lubrizol fills in the damning pieces. After deciding to pursue Lubrizol as an acquisition candidate for Berkshire in the fall of 2010, Sokol tried to buy 50,000 shares on Dec. 13, the day he presented Berkshire’s possible interest to Citigroup Inc. and asked it to set up a meeting with Lubrizol’s management. He was able to acquire only 2,300 shares, and sold them a week later.
On Jan. 5, the day before Lubrizol’s management held a special meeting to discuss a possible sale to Berkshire, Sokol began to buy stock again. The following day, Lubrizol hired Evercore Partners Inc. as its banker to respond to the potential interest of Berkshire. By Jan. 7, Sokol had purchased 96,400 out of a targeted 100,000 Lubrizol shares.
It strains credulity to claim these dates were coincidental and that Sokol had only a 5 percent belief (as he has stated) that Berkshire would buy Lubrizol. Sokol covered his bases by casually mentioning to Buffett that he owned stock when he pitched the acquisition in December. He gave no details and apparently kept quiet for almost three months, until after the Berkshire board had sealed the deal on March 13.
When Berkshire announced it was buying Lubrizol, the stock soared and Sokol pocketed a $3 million profit. It’s a large sum, but Sokol is a very rich man already, and it looks like he fell into the classic trap of the rich and powerful, who so often blow their reputation over trivia.
With hindsight, Lubrizol’s SEC filing may be misleading by omission -- inadvertently so. Nowhere is Sokol’s financial interest mentioned in the catalog of events leading up to the deal. The relevant section of the filing says, in short, that neither Berkshire nor any of its subsidiaries (other than its externally managed pension funds) directly or indirectly owned a material amount of Lubrizol stock within the past three years.
Not surprisingly, according to the Financial Times, the SEC is now beginning an investigation. Presumably, it will look into whether there are similar patterns of trading in advance of other acquisition pitches by Sokol to Berkshire, whether consummated or not. One specific transaction that has piqued the curiosity of onlookers for months is Sokol’s purchases of shares of Middleburg Financial Corp. since 2010. And even if the SEC concludes that Sokol did nothing illegal, the known facts suggest that what Sokol did was wrong.
It would be inexcusable for the chief executive officer of Berkshire Hathaway to front-run a potential acquisition this way. Why then, couldn’t the CEO of Berkshire admit it is inexcusable for one of his own senior managers to do so? Instead of condemning Sokol, Buffett gave him a pat on the back on the way out the door. Since when is it enough to merely uphold the letter of the law, especially at Berkshire? Whatever happened to Buffett’s famous saying, “Lose money and I will forgive you, but lose even a shred of reputation and I will be ruthless”?
It’s too bad that Buffett missed an opportunity to show moral courage, stand up for principle, reinforce to his employees what he expects from them, and, not least of all, to live up to his own public reputation.
Editor’s note: Alice Schroeder has been subpoenaed by Berkshire subsidiary NetJets seeking confidential information related to her news sources for other publications. The matter is being heard in Connecticut state court.
(Alice Schroeder, author of “The Snowball: Warren Buffett and the Business of Life” and a former managing director at Morgan Stanley, is a Bloomberg News columnist. The opinions expressed are her own.)
April 6 (Bloomberg) -- Berkshire Hathaway Inc. Vice Chairman Charles Munger said his family was invested in BYD Co. “for years” before his company took a stake in the Chinese automaker and that he disclosed the financial interest to his business partner Warren Buffett.‘Do-Right’ Buffett Plants a Misplaced Kiss: Jonathan Weil
“I certainly suggested that Berkshire look at investing in something that the Mungers were already invested in, but we’d been in it for years,” he said yesterday in a phone interview.
The Munger investment was cited last week by former Berkshire manager David Sokol in a CNBC interview as precedent for his purchase of Lubrizol Corp. shares before recommending the company as a takeover target to Buffett. Sokol, whose resignation from Omaha, Nebraska-based Berkshire was announced by Buffett on March 30, said there was nothing unethical about purchasing about 96,000 Lubrizol shares in January.
“I don’t believe I did anything wrong,” Sokol said, according to a transcript on CNBC’s website. “Mr. Munger owned a significant piece of BYD before he mentioned it to me to go look at it.”
Munger, 87, said his family invested with money manager Li Lu in BYD through a partnership that has a stake of about 3 percent and that he urged Sokol, then the leader of Berkshire’s energy business, to scout the business.
“I had Dave look at it, because I knew I couldn’t talk Warren into buying into the damn thing by myself,” Munger said. “It’s a new technology-type investment. But David went over there, and he made the deal for Berkshire.” Buffett is Berkshire’s chairman and chief executive officer.
Berkshire invested about $230 million in BYD in 2008 and holds a stake of almost 10 percent in the company. The investment was valued at $1.18 billion at the end of 2010, Buffett said in the company’s annual report. BYD, based in Shenzhen, has said it aims to begin selling electric and hybrid cars in Europe by the end of next year.
Munger said his family holds a “little more” than half of the fund with the BYD investment, and that he didn’t participate in Berkshire’s discussions on its deal.
“I recused myself,” Munger said. “But there’s no question about it, that I caused Dave’s original interest.” He declined to comment further.
Munger’s account of the BYD investments doesn’t raise “any taint or question mark” for Berkshire, said John Coffee, a securities law professor at Columbia University.
“There’s always going to be some possibility that a director will have some interest in a company that your firm is looking at for a transaction and you disclose that and you recuse yourself,” Coffee said.
April 7 (Bloomberg) -- Long ago when I was a young reporter covering the Arkansas legislature for the local paper in Little Rock, there was a line I’d hear in the hallways periodically about the prevailing moral standard some lawmakers lived by when doing the people’s business, called “the do-right rule.”Sokol Misled Buffett, Violated Trading Rules, Board Audit Finds
It went like this: If I’m the one doing it, then it must be all right. This brings us to the subject of Warren Buffett, a longtime adherent to his own version of the do-right rule, which has no particular meaning other than that it is flexible and sounds folksy. The problem with this rule is it works well, until it doesn’t. And lately for Buffett, one of the greatest value creators ever, it hasn’t been working so hot.
Witness the harsh public reaction to the goodbye kiss Buffett planted last week on David Sokol, 54, the head of several Berkshire Hathaway Inc. subsidiaries who had been widely viewed as Buffett’s successor in waiting.
In his letter disclosing Sokol’s surprise resignation, Buffett praised Sokol’s “extraordinary” contributions. He told how Sokol had bought millions of dollars of Lubrizol Corp. stock for himself, shortly before he suggested (successfully) to Buffett that Berkshire buy the company. It was all legal, Buffett opined. Buffett also told us that Sokol had said his Lubrizol purchases “were not a factor in his decision to resign,” as if that were credible.
It wasn’t until the end of his letter that I began wondering if Buffett had lost his mind. “I have held back nothing in this statement,” he said. “Therefore, if questioned about this matter in the future, I will simply refer the questioner back to this release.”
So, it wasn’t just some questioners who would get the “Great Oz Has Spoken” treatment from Buffett. All questioners would, which is nuts. I mean, what’s he going to do if and when the Securities and Exchange Commission asks him about Sokol’s trades? Take the Fifth?
This should be a defining moment for Buffett, and for the public whose rock-star adulation he craves. Maybe now the world will realize we never should have held him up -- or bought his act -- as some moral paragon for business.
Sure, we can admire his talent for securities analysis, and his success at building an empire and making himself and lots of other investors rich. But let’s put to rest the exaltations about his plain talk and his eye for strong character. He’s a corporate chief executive officer, for goodness sake. These are the kinds of dodges we’ve come to expect from many CEOs.
Buffett, whose record of reputational hits is long and varied, is no exception.
He was on the audit committee of Coca-Cola Co.’s board when the SEC found the company had misled investors about its earnings during the 1990s. He stayed silent about Moody’s Corp. as it sold the public down the river with countless AAA ratings on garbage subprime mortgage bonds while Berkshire was its largest shareholder.
Four former executives of Berkshire’s Gen Re unit were sentenced to prison for helping American International Group Inc. commit accounting fraud a decade ago. At least in that instance, after Gen Re paid $92 million last year to settle investor claims and end government investigations, Buffett publicly acknowledged that the company had done something wrong.
And how much does Berkshire’s board really care about its trusted insiders’ trading anyway? The company kept Deloitte & Touche as its outside auditor after learning in 2008 that Deloitte’s vice chairman had been trading in and out of Berkshire’s stock while he was the advisory partner on Berkshire’s audit. That caused Deloitte and Berkshire to violate the SEC’s auditor-independence rules, the agency said last year.
Rather than change firms, though, Berkshire concluded Deloitte was independent anyway. The SEC went along with it, which ultimately is what mattered, not some higher Berkshire virtue of keeping up pristine appearances. (The former Deloitte partner last year paid about $1 million to settle fraud allegations by the SEC.)
Sometimes Berkshire’s whoppers are more subtle. The company’s latest proxy lists Microsoft Corp. Chairman Bill Gates as an “independent” director, even though Buffett has pledged most of his $47 billion fortune to the Bill & Melinda Gates Foundation. That may be OK under the SEC’s definition of independent, just not under a common-sense standard.
Another supposedly independent director is Walter Scott, who owns 9.4 percent of the voting shares in Berkshire subsidiary MidAmerican Energy Holdings, from which Sokol is resigning as chairman. Berkshire’s proxy assures us these matters were duly considered.
Berkshire steers millions of dollars of fees each year to Vice Chairman Charlie Munger’s old law firm, Munger, Tolles & Olson, where Berkshire director Ronald Olson is a partner. Other directors include Buffett’s son, Howard. At most public companies such dealings would be held up as examples of weak governance. Because this is Buffett, Berkshire usually has gotten a pass.
(Jonathan Weil is a Bloomberg News columnist. The opinions expressed are his own.)
April 28 (Bloomberg) -- David Sokol violated Berkshire Hathaway Inc.’s insider-trading rules and misled the company about his personal stake in Lubrizol Corp., which he recommended as a takeover target to Chairman Warren Buffett, the firm said.Sokol, Once Buffett’s Heir Apparent, Is Rebuked by Berkshire
An 18-page report released yesterday by Berkshire’s audit committee portrayed Buffett as a victim of deception and said the company should weigh suing Sokol, 54, to recover his trading profits. The U.S. Securities and Exchange Commission is probing whether Sokol bought Lubrizol shares on inside information that Buffett was considering a buyout, according to a person who declined to be identified because the investigation is secret.
“They’re throwing Sokol under the bus,” said Stephen Bainbridge, a professor at the UCLA School of Law who has written and taught about corporate governance. Sokol was previously considered a candidate to replace Buffett as Berkshire’s chief executive officer.
Buffett, 80, is facing questions about his oversight of managers and criticism for not condemning the stock trading that preceded Sokol’s resignation from Omaha, Nebraska-based Berkshire. Buffett had said March 30 in announcing Sokol’s departure that he didn’t believe the trades were unlawful.
Sokol “would not, and did not, trade improperly, nor did he violate any fair reading of the Berkshire Hathaway policies,” according to a statement from William Levine, a lawyer for Sokol at Dickstein Shapiro LLP in Washington.
Buffett “had a duty to assemble the kind of facts and opinions that the audit committee did,” said Janet Tavakoli, president of Tavakoli Structured Finance Inc. “But Buffett didn’t do that.” Buffett didn’t immediately return a message left with an assistant for comment.
Sokol’s purchase of about $10 million in Lubrizol stock while representing Berkshire in a deal to buy the lubricant maker violated company policies on insider trading, and he failed to meet his disclosure obligations under state law in Delaware, where Berkshire is incorporated, the committee found.
The report “increases the prospect that he breached a fiduciary duty to Berkshire, which is what the SEC would need to prove to bring a case against him,” said John Coffee, securities law professor at Columbia University. “This is a significant shift in tone by Berkshire, probably because they’re embarrassed by having been slow to recognize the problem.”
Buffett said March 30 that he’d held back nothing from his comments that day and would refer future inquiries to his written statement. Yesterday, Berkshire said the company would post a transcript “as soon as possible” after Buffett’s April 30 meeting of questions and answers about Sokol and Lubrizol.
Buffett will face about five hours of questions from shareholders and journalists at the meeting, which draws tens of thousands of people to Omaha each year and gives the billionaire a forum to discuss his company, corporate governance and the economy. The report was a “pre-emptive action” ahead of the meeting, said Michael Yoshikami, chief investment strategist at Berkshire shareholder YCMNet Advisors.
Last year, Murphy was asked in a Bloomberg Television interview about candidates to succeed Buffett, and called Sokol a “first-class guy.”
Sokol joined Berkshire in 2000 when he sold MidAmerican Energy Holdings Co., which he led, to the company. Buffett had sent Sokol to China to scout an investment in carmaker BYD Co. and tasked the executive with the turnaround of NetJets Inc., Berkshire’s luxury-flight unit. Buffett biographer Andrew Kilpatrick had said Sokol was the most likely candidate to replace the billionaire as CEO.
April 28 (Bloomberg) --Buffett Disciples Want ‘Oracle’ to Come Clean: Alice Schroeder
[...]Putting his money behind personal convictions of a different sort has now landed Sokol in deep trouble. Until March 30, he was widely seen as heir apparent to 80-year-old Warren Buffett, Berkshire’s chairman and chief executive officer and the prophet of heartland common sense. That day, Buffett made headlines by announcing that Sokol, 54, would resign from Berkshire.
On Wednesday, April 27, Berkshire’s audit committee again electrified the financial world. In a scathing 18-page report, it accused Sokol of violating company standards by misleading Berkshire about his personal stake in Lubrizol Corp., a chemical manufacturer he recommended to Buffett as a takeover target.
The committee stopped short of concluding that Sokol committed insider trading under federal law when he bought Lubrizol shares worth $10 million in January and then pitched the company to Buffett. But the company signaled that the former corporate star is now on his own, and Berkshire will cooperate “with any government investigations relating to this matter.” The Securities and Exchange Commission is investigating, although a spokeswoman declined to comment.
The Berkshire committee’s report provided a devastating version of the “what,” suggesting that Sokol “intended to deceive” Buffett about several key aspects of the Lubrizol episode.
The “why” remains more of a mystery: Why was Sokol, already a rich man with a vacation retreat near Jackson Hole, Wyoming, and a yacht to go with a third home in Fort Lauderdale, dabbling in the stock of a company he suggested that his boss acquire?
“It just doesn’t smell right,” says Andrew Kilpatrick, a retired stockbroker and author of “Of Permanent Value: The Story of Warren Buffett.”
A Berkshire shareholder has sued Buffett and Sokol in Delaware Chancery Court, alleging that they put the company at risk of an SEC enforcement action. The audit panel said Berkshire is considering suing Sokol “to recover any damage the company has sustained, or his trading profits, or both.”
Over the years, Sokol has developed a high regard for his own integrity, much as Buffett has. Like the older man, Sokol has become a font of bromides about capitalism and the good life. His stumble illustrates an occasion when, for all his strengths, he apparently came to believe that if he did something, then, by definition, it was right.
Last year, a state court judge in Omaha went out of his way to mention Sokol by name in a ruling that concluded that MidAmerican had acted “inequitably, unfairly, and dishonestly” in its dealings with shareholders of an irrigation project in the Philippines.
The dispute stemmed from a complicated deal in which Sokol’s company invested in the water project on the condition that if the project’s “internal rate of return” fell below a certain level, the minority shareholders would lose their entire stake.
Judge Gary B. Randall of Douglas County, Nebraska, ruled last April that MidAmerican’s decision to change the method of calculating the internal rate of return, which Sokol directly oversaw, was intended to harm the other shareholders. Randall awarded the victims $32 million in damages and gave them stock in the project that could yield substantial profits.
“The judge accurately portrayed Sokol’s conduct in this particular case as deliberately wrongful and betraying a partner,” says James W. Kennedy, the New York lawyer who represented the minority shareholders. After MidAmerican appealed, the case settled out of court on confidential terms, Kennedy says. MidAmerican didn’t respond to requests for comment.
Some NetJets employees, and especially ex-employees Sokol laid off, came to despise him. The personal website of Bloomberg News columnist Alice Schroeder, author of “The Snowball: Warren Buffett and the Business of Life,” became a venue for vituperation from current and former workers alleging that NetJets had been taxiing toward a recovery before Sokol arrived and that he harmed the company by shrinking it.
Enraged, Sokol fired back in an unusual e-mail to NetJets workers last August (which Schroeder obtained and published). He decried “a campaign designed to decrease the number of owners in the NetJets program, poison our relationships with our business partners, and incite our team members into providing a reduced level of service.”
His detractors said the e-mail illustrated part of the problem. “David Sokol can tolerate no disagreement of any kind regarding his decisions,” one anonymous commenter posted. “The mere fact of suggesting a different course of action is in and of itself an act of ‘sabotage’ to him.”
Now the question inevitably arises: Has Sokol engaged in a similar pattern of trading before other acquisition pitches to Berkshire? The SEC can pull records to check.
[...]“Look, everyone would think it’s unfair if Warren Buffett personally bought stock ahead of Berkshire acquisitions,” says Kilpatrick, the Buffett biographer, who is also a Berkshire shareholder. “It seems unfair for one of his top managers to do the same thing, whether or not it constitutes a prosecutable offense.”
April 28 (Bloomberg) --
[...]For Buffett, sometimes dubbed the Oracle for his investing acumen, the meeting is a double-edged sword. The event at which he and his vice chairman, Charles T. Munger, spend almost six hours answering questions puts considerable pressure on him to be more forthcoming. On the other hand, Buffett will be speaking with a home-field advantage to a receptive audience that wants to think well of him.
The company lays out a story in which Sokol misled Buffett and Berkshire’s chief financial officer, Marc Hamburg. These revelations are damning, and the audit committee has concluded in harsh terms that Sokol violated Berkshire’s code of conduct, its insider-trading policy and failed his duties as a manager. But according to the report, the essential elements were known by the Berkshire board before March 30. This is when Buffett praised Sokol in a press statement and declared Sokol’s actions kosher because they were “not unlawful.”
According to a statement by Sokol’s attorney, Barry Levine, Buffett “was told twice, not once,” about Sokol’s ownership of Lubrizol shares before Buffett began takeover talks with the company.
The problem isn’t the about-face. It is the missing explanation for why Berkshire went so easy on Sokol in the first place.
[...]Governance, rightfully, will be high on the audience’s mind during the meeting, because Sokol is only a symptom of an underlying cause. The world acknowledges that a $200 billion company that employs about 260,000 people can’t be run by a single man. Buffett should step up on these issues now, before a public outcry puts him in conflict with his own board.
The Sokol incident has boomeranged to become a referendum on Buffett’s judgment of people and management style, Berkshire’s corporate governance, institutional infrastructure, risk-management and internal controls, and the succession process for a new CEO. It has also raised questions about the board’s committee structure, compensation and responsibilities.Buffett to Face Questions on Praising Sokol Before Audit Report
April 29 (Bloomberg) -- Warren Buffett has asked for tough questions at the annual meetings of his Berkshire Hathaway Inc. He may get his wish after praising the outgoing executive who was later faulted by a board committee for misleading the company about stock trades.
Buffett uses his meeting and annual Omaha, Nebraska, press conference to promote Berkshire’s growth, pitch the company as an acquirer to potential takeover targets and tout his emphasis on ethics. The 80-year-old chief executive officer started having journalists screen shareholder inquiries in 2009 and encouraged them to pick the most challenging ones to replace inquires from prior years about baseball and religion.
“Buffett is going to get questions about his own behavior” at tomorrow’s meeting said Lyman Johnson, professor of corporate law at Washington and Lee University School of Law. “I do think that Buffett erred in his initial announcement.”
Buffett oversees the heads of Berkshire’s more than 70 subsidiaries with the help of Vice Chairman Charles Munger, 87, and a staff of about 20 at the company’s headquarters. Berkshire employs more than 250,000 people across industries spanning insurance, energy and consumer goods, and Buffett entrusts operational authority to the CEOs of the individual units.
“The whole notion of Berkshire Hathaway operating on a higher plane was based upon the idea they didn’t just do what was legal, they did what was ethical,” said Cornelius Hurley, a professor at Boston University School of Law and former assistant general counsel at the Federal Reserve Board of Governors. “When one of your senior officers gets caught with his hand in the jar and you say, ‘Oh it’s legal,’ you’ve kind of blown away that principle of higher standards.”
Shareholders at the 2007 meeting called on Buffett to divest a $3.3 billion stake in PetroChina Co. because its parent company held oil reserves in pipelines in Sudan where the government was accused of supporting genocide. Buffett said at the meeting he had no disagreement with PetroChina’s actions. He sold the stake later that year.
More than 30,000 people travel from around the world to Omaha for the annual meeting at the Qwest Center, where Buffett and Munger take questions for about five hours. Buffett’s annual press conference is scheduled for May 1.