A class action lawsuit was filed on behalf of investors in Burlington Northern Santa Fe Corporation regarding breaches of fiduciary duties in connection with an alleged unfair takeover by Berkshire Hathaway Inc.

On November 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 $7.4 million 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.