In its year-end deal report, the Daily Journal recounted Munger, Tolles & Olson corporate partner Robert Denham’s role in structuring the legal framework for Berkshire Hathaway’s $44 billion acquisition of Burlington Northern Santa Fe Railroad. The deal, announced in early November, provides that Berkshire acquire, for $100 per share in cash and stock, the remaining 77% of outstanding BNSF shares that it doesn’t already own. Based on the outstanding number of BNSF shares, the transaction is valued at approximately $44 billion, including $10 billion of outstanding BNSF debt, making it the largest acquisition in Berkshire Hathaway history, and the fifth largest deal in the U.S. in 2009.
Negotiation of the definitive merger agreement began with a phone call in early October, with it being approved and signed in less than a week. In comparing the company’s management style with those of other, more bureaucratic-minded companies, Mr. Denham told the Daily Journal, “With Berkshire, it’s a much simpler process. Warren makes decisions efficiently.”