An investigation on behalf of current investors Burlington Northern Santa Fe Corporation (Public, NYSE:BNI), who purchased the BNI shares before November 03, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Burlington Northern Santa Fe Corporation arising out of their attempt to sell Burlington Northern Santa Fe Corp to Berkshire Hathaway. On November 03, 2009 boards of directors of Burlington Northern Santa Fe Corporation (BNSF; NYSE: BNI) and Berkshire Hathaway Inc. (NYSE: BRK.A;BRK.B) announced a definitive agreement for Berkshire Hathaway to acquire for $100 per share in cash and stock the remaining 77.4 percent of outstanding BNI shares not currently owned to increase its holdings to 100 percent. The transaction is valued at approximately $44 billion.

But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of Burlington Northern Santa Fe Corporation (NYSE:BNI) because the “offer to purchase Burlington Northern Santa Fe Corporation (BNI) at $100 per share appears opportunistically timed to take advantage of the current economic downturn”. The investigation “concerns whether the Burlington Northern Santa Fe Board of Directors breach their fiduciary duties to Burlington Northern Santa Fe Corporation (BNI) shareholders by agreeing to sell the BNI at an unfair price thereby harming Burlington Northern Santa Fe Corporation and its shareholders”, “whether the directors of Burlington Northern Santa Fe Corporation may have breached their fiduciary duties by not acting in BNI shareholders' best interests”, and “the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Berkshire Hathaway Inc may be underpaying for Burlington Northern Santa Fe Corporation , thus unlawfully harming BNI shareholders”.

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. Burlington Northern Santa Fe Corporation reported in 2007 Total Revenue of $15.802billion with a Net Income of $1.829billion and in 2008 Total Revenue of $18.018billion with a Net Income of $2.115billion. Burlington Northern Santa Fe Corporation, located in Fort Worth, Texas, is a holding company, through its subsidiaries, is engaged primarily in the freight rail transportation business. BNSF Railway Company (BNSF Railway) is Burlington Northern Santa Fe Corp’s principal operating subsidiary. BNSF Railway operates various facilities and equipment to support its transportation system, including its infrastructure and locomotives and freight cars. It also owns or leases other equipment to support rail operations, including containers, chassis and vehicles.