SOURCE: Shareholders Foundation, Inc.

Shareholders Foundation, Inc.

November 06, 2009 14:51 ET

Shareholders Foundation Announces Lawsuit Against Burlington Northern Santa Fe Corporation Board of Directors

SAN DIEGO, CA--(Marketwire - November 6, 2009) - The Shareholders Foundation Inc. announces that a lawsuit has been filed in Texas State Court on behalf of investors in Burlington Northern Santa Fe Corporation over alleged breaches of fiduciary duty in connection with an alleged unfair takeover by Berkshire Hathaway Inc.

On Nov. 3, 2009, the boards of directors of Burlington Northern Santa Fe Corporation (BNI) and Berkshire Hathaway announced an agreement for Berkshire Hathaway to acquire BNI for $100 per share in cash and stock. The transaction is valued at approximately $44 billion.

The complaint alleges, among other things, that the defendants engaged in secret negotiations and the board of Burlington Northern agreed to coercive deal lock-up provisions by agreeing to a matching right, a no-solicitation provision and a termination fee of $264 million.

In addition, the plaintiff alleges besides that the takeover is belatedly disclosed to the market that defendants' personal gain will arise out of the shareholder approval. One director alone will receive $7.4million in change in control benefits even if nobody -- including him -- loses their jobs and each director defendant holds about 12,000 restricted stock units paid at the end of 2008.

Shares of Burlington Northern Santa Fe Corporation traded at about $77.50 per share the day before the announcement and at about $97.50 per share after the news. BNI reached $107.40 per share in August 2008 and $113.05 per share in May 2008.

Those who currently are investors in shares of Burlington Northern Santa Fe Corporation and purchased their shares before Nov. 3, 2009, should contact the Shareholders Foundation Inc. by e-mail at or call +1 (858) 779-1554.

The Shareholders Foundation Inc. is an investor advocacy group which does research related to shareholder issues and informs investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. The group offers help, support and assistance for every shareholder, and investors find answers to their questions and equitable solutions to their problems. The Shareholders Foundation Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

Contact Information

    Trevor Allen
    Shareholders Foundation, Inc.
    3111 Camino Del Rio North
    Suite 423
    San Diego, CA 92108
    PHONE. +1 (858) 779 - 1554