“What I think bothers people is that there wasn’t some big sense of outrage or something in the [press] release, and, you know, I plead guilty to that.”
—Warren Buffett, Berkshire Hathaway shareholder meeting, April 30, 2011.
“The facts were complicated, and we didn’t foresee appropriately the natural reaction. But I would argue that you don’t want to make important decisions in anger. You want to display as much ruthlessness as your duty requires, and you do not want to add one single iota because you’re angry.”
Thus two longtime business partners summed up their disconcertingly un-Berkshire-like handling of the David Sokol Affair in front of 36,000 Berkshire shareholders in Omaha this spring.
Of the two, Charlie Munger came closer to answering the question than Warren Buffett, who used the old politician’s trick of phrasing the question that he wanted to answer, rather than the one that was asked.
While Buffett held nothing back about the Sokol Affair throughout the six-hour Q&A session—fielding every Sokol-related question without a pause or a ‘no comment’—the question that was actually asked was not about Buffett’s lack of “outrage” in the press release. It was about Buffett’s lack of “ruthlessness”—an adjective lifted straight from his Salomon Brothers Congressional testimony that is played for shareholders before the start of every annual meeting: “Lose money for the firm and I will be understanding/Lose one shred of reputation and I will be ruthless.”
Letting Sokol resign from Berkshire—a money-saving move, to hear Buffett’s subsequent rationalization at the annual meeting—and repeating, in the press release, Sokol’s assertion that the Lubrizol stock purchases “were not a factor in his decision to resign,” is hardly “ruthless.”
But what really stunned longtime Berkshire investors from that press release—and we’re not talking about the masses who jumped on the Berkshire bandwagon as Buffett’s celebrity profile rose in recent years and were more inclined to wonder what all the fuss was about with Sokol’s stock purchases and Buffett’s handling of the affair: we’re talking decades-long investors whose names a reader would recognize—was the single sentence in which Buffett excused the entire episode with the kind of defense you’d expect to hear from a Wall Street fat cat, not from “The Oracle of Omaha”:
“Neither Dave nor I feel his Lubrizol purchases were in any way unlawful.”
(As one Berkshire regular said, “Dennis Kozlowski didn’t feel he did anything wrong either. Who cares what the guy feels, and since when did Berkshire Hathaway start doing business based on that standard anyway?”)
No, Berkshire shareholders were not looking for “some big sense of outrage,” as Buffett put it; they were looking for a straightforward acknowledgement that what happened didn’t pass Buffett’s simple smell test for operating a business:
“If it’s questionable whether some action is close to the line, just assume it is outside and forget it. There’s plenty of money to be made in the center of the court.”
And they would have expected a more ruthless exit strategy for an individual Buffett clearly believed violated Berkshire’s principles than the mere acceptance of that individual's resignation.
But there’s a second issue raised by the Sokol Affair, and one that has not been addressed by either Buffett or Munger to this day: how do they and the rest of the Berkshire board of directors know that nothing like the Lubrizol purchases ever happened before at Berkshire Hathaway?
All we’ve been told is that Berkshire’s own law firm, Munger, Tolles & Olson, “worked with the Lubrizol counsel in pulling together what Warren described as Lubrizol’s proxy…” and that was according to Ron Olson, a partner at Munger, Tolles & Olson and a member of Berkshire’s board of directors.
Leaving aside the obvious question—why a law firm founded by Charlie Munger and which today has a partner who also serves on Berkshire’s board of directors, was in charge of examining the Sokol Affair for the Berkshire board, rather than an outside firm without the obvious and multiple conflicts of interest—David Sokol was involved in plenty of Berkshire deals in the past. He vetted the BYD investment for Buffett; he came up with the enormously profitable Constellation Energy investment during the financial crisis, and he presumably was involved in the PacifiCorp, Northern Natural Gas and Kern River Transmission acquisitions for MidAmerican.
So how does Berkshire’s board of directors know that nothing like this occurred previously? We’re not suggesting anything did occur: but, as a Berkshire shareholder, it seems like a logical question to ask, and if we were on the board, it’s a question to which we’d want the answer.
And there’s a third issue raised by all this: how close did Berkshire come to naming David Sokol as the eventual replacement for Warren Buffett, and what does it portend for Berkshire shareholders when Buffett is no longer alive?
One shareholder almost got the answer when he asked, “How can you ensure that there are no more Sokols in the lineup of successional managers that you have?” But Buffett dismissed the notion that Sokol was indeed the successor-in-waiting, without disclosing what name actually appears in the envelope Buffett keeps in his desk for the day the unthinkable occurs:
“Yeah, he made an assumption there about Sokol being the next in line, which I’m not sure was warranted….”
Buffett then added, “That is one of the reasons that I think it’s a good idea if my son, Howard Buffett…be the chairman after I’m not around because you can make a mistake in selecting a CEO.”
How Howard Buffett will handle that kind of mistake compared to how his father handled David Sokol is not clear.
What is clear is that, given the high profile David Sokol carried at Berkshire Hathaway, Warren Buffett’s life work may have come uncomfortable close to being run by a guy who saw (and still sees) nothing “close to the line”about doing something (trading stock while sniffing around potential acquisitions in what the investment bankers surely presumed was his role as a representative of Berkshire Hathaway) that his boss (Warren Buffett) would never, ever, have dreamed a CEO of his would be doing.
And maybe that’s why attendance at this year’s meeting was down—for the first time in Berkshire history—and why Charlie Munger was unusually talkative at the meeting.
The fallout from the David Sokol affair may not be over.
To be continued…
Author “Secrets in Plain Sight: Business and Investing Secrets of Warren Buffett”
(eBooks on Investing, 2011) Available now at Amazon.com
© 2011 NotMakingThisUp, LLC
The content contained in this blog represents only the opinions of Mr. Matthews. Mr. Matthews also acts as an advisor and clients advised by Mr. Matthews may hold either long or short positions in securities of various companies discussed in the blog based upon Mr. Matthews’ recommendations. This commentary in no way constitutes investment advice, and should never be relied on in making an investment decision, ever. Also, this blog is not a solicitation of business by Mr. Matthews: all inquiries will be ignored. The content herein is intended solely for the entertainment of the reader, and the author.