Berkshire Hathaway, Inc. Legal insights into an insurance investment strategy

Warren E. Buffet's Berkshire Hathaway's company strategy since the global economic crisis in 2008 has been characterized by what some would call 'safe-but-boring' industries. Consistently outperforming on the S&P, the Company has been effective where others have not. The foregoing project proposal looks at the decision making model(s) used by BH in investment in the insurance industry, with a hypothesis that one Selective Insurance Group (SIG) will emerge as the target for acquisition. Attendant to this study of competition and crisis is the formative role that insurance law plays in investment and the impact of corporate counsel as a functionary aspect to the insurance business. Employing a Six Sigma assessment approach, corporate case studies and aggregate insurance industry data are put into dialogue with the history of client litigation by those firms.

TABLE OF CONTENTS

Abstract

Introduction 4

Problem Statement 5

Literature Review 15

Methods 15

Data Analysis 16

Implications of Study 18

Appendices 19

INTRODUCTION

The research proposal looks at Selective Insurance Group's (SIG) legal staff for further insight into the history of adverse corporate litigation between the two firms, and potential for mutual assent and future benefits in negotiation of the price of those agreements. As legal staff/counsel, those parties present significant risk in the context of such a deal, yet are also invaluable in terms of making it happen. Adverse relations in prior years between the two parties would have to be articulated within any merger writings.

Why SIG is a better opportunity for CEO, Warren E. Buffet's Berkshire Hathaway, Inc. (BH) in the present moment has much to do with global constrictions on insurance as an industry, and the capacity of the future parent company to control or merely correct via change management practices or assume risk (i.e. debts and current/future client litigation). Where BH is better off purchasing New Jersey-based SIG, is that its holdings are primarily U.S. based making them subject to national federal law; and despites some recent losses, stock performance has not galvanized collapse.

Rationale for not purchasing a larger holding company, such as ACE, with its now relocated headquarters in Zurich, Switzerland, is quite evident given the recent legal conundrum faced by a holding firm also operating under Swiss law, Transocean; citing a total insurance policy of $560 million on the British Petroleum (Bp) rig that led to oil company's spill in the Mexican Gulf. Through subsidiaries, the former Cayman Islands based ACE Ltd. sells property and casualty insurance, life insurance, and reinsurance through subsidiaries around the globe with its subsidiaries operating in about 50 countries to customers in over 170 nations. The formative role that insurance law plays in investment in high risk indemnity firms and the impact of corporate counsel as a functionary aspect to the insurance business is addressed.

PROBLEM STATEMENT

Since the 1990s, Selective Insurance Group (SIG), a holding company, has sought expansion outside of its original service area in New Jersey in the Midwest and Eastern Seaboard of the United States. At present the state accounts for 20% of the Group's earnings. Commercial insurance sales comprise over 80% of the Group's sales (Hoovers, 2010). Small and midsized businesses and government entities constitute the market segments to the majority of SIG's commercial policy holders; sold by its seven subsidiaries.

Commercial services include workers' compensation and commercial automobile, property, and liability insurance, with personal lines dedicated to homeowners and automobile insurance. Some nine hundred and sixty independent field agents are now able to manage accounts through the Group's online 'One & Done' automated underwriting templates, and sustain their franchise representation through market Selective Insurance products. In 2009 SIG sold its loss leader, a human resources administration outsourcing business, and liquidated its federal flood insurance administration services business into its other insurance operations (Hoovers, 2010). A recap to SIG's 2009 financial statement is available in Table 1.

Table 1

Company Type

Public - NASDAQ (GS): SIGI

Headquarters

Fiscal Year-End

December

Financial Filings

SEC

2009 Sales (mil.)

$1,514.0

1-Year Sales Growth

(10.7%)

2009 Net Income (mil.)

$36.4

1-Year Net Income Growth

(16.8%)

Table 1. SIG Summary Financial Statement, 2009 (Hoovers, 2010).

Stock performance as of 26 November 2010 reported losses to SIG's financial picture seen in Table 2 and Graph 1.

Table 2

Detailed Quote (NASDAQ (GS): SIGI)

Latest

(11/26/10-13:00:00 EST)

Change ($)

Change (%)

High

Low

$16.68

-0.0800

$16.79

$16.63

Prev Close

$16.76

Open

$16.63

Bid

$16.26

Bid Size

Ask

$18.29

Ask Size

High

$16.79

52 Wk High

$17.93

Low

$16.63

52 Wk Low

$14.13

Restricted

No

Volume

27,026

Market Cap ($ mil.)

EPS

$1.24

P/E Ratio

13.44

Table 2. SIG stock performance 26 Nov 2010 (Hoovers, 2010).

Graph 1. SIG stock performance 26 Nov 2010 (Hoovers, 2010).

With persistence of this caliber of performance, it is likely that SIG will consider offers of acquisition or merger. Losses following the global financial crisis are set to continue. SIG will be looking for methods of cutting loss leaders, and opportunities for growth. Investment partnership may be adequate, but given an offer for purchase by an entity like BH with strong long-term liquidity, measured by performance and credibility of its stockholders, SIG may assent to such a purchase.

Comparatively speaking, SIG is an attractive entity for investment or purchase, due to: 1) size; and 2) potential for U.S. market...

Risk to shareholders will be lessened if subject to vertical control by a larger conglomerate, as fiscal management is initially the primary consideration of such an acquisition. SIG's independent agents constitute a cadre of stakeholders with extended 'ownership' principles. The secondary risk factor will be attorney participation in the restructuring process, as SIG may or may not have substantial interest in retention of counsel staff or even external advisory decision making.
ACE has an aggressive strategy toward international growth. BH will not be interested in acquition, of the firm due to size and international risk. with a $1.1 billion cash acquisition (80%) of U.S.-based Rain and Hail Insurance Service in 2010, the holding company Is now one of the largest crop insurers in North America (Hoovers, 2010). Even more recently, entrance into two new markets for life insurance in North Asia was concretized, consecutive to the company's agreement to acquire New York Life's life insurance operations in Hong Kong and Korea for approximately $425 million. A summary financial statement on ACE Ltd. reported earnings for 2009 is shown in Table 3.

Table 3

Company Type

Public - NYSE: ACE

Headquarters

Fiscal Year-End

December

Financial Filings

SEC

2009 Sales (mil.)

$15,075.0

1-Year Sales Growth

10.6%

2009 Net Income (mil.)

$2,549.0

1-Year Net Income Growth

Table

Stock performance as of 26 November 2010 reported losses to ACE's financial picture seen in Table 4 and Graph 2.

Table 4

Detailed Quote (NYSE: ACE)

Latest

(11/26/10-13:04:13 EST)

Change ($)

Change (%)

High

Low

$58.91

-0.7700

$59.31

$58.90

Prev Close

$59.68

Open

$59.02

Bid

Bid Size

Ask

Ask Size

High

$59.31

52 Wk High

$62.49

Low

$58.90

52 Wk Low

$47.09

Restricted

No

Volume

539,042

Market Cap ($ mil.)

19,993

EPS

$9.00

P/E Ratio

6.55

Table 4. ACE stock performance 26 Nov 2010 (Hoovers, 2010).

Graph 2. ACE stock performance 26 Nov 2010 (Hoovers, 2010).

Berkshire Hathaway's company strategy since 2008 has been characterized by what some would call 'safe-but-boring' industries. CEO, billionaire Warren Buffet is known to "ignore the vicissitudes of the market to focus on long-term value creation" says BH, and evidence is that Buffet's traditional insights have substantiated the firm's position as the most expensive stock on the U.S. market (Hoovers, 2010). With the Company's 2006 performance of Class A shares capturing more than $100,000 per-share price, followed by $150,000 in 2007, made BH stock ranked in S&P 100 and S&P 500 indices as largest in 2010, replacing BNSF after its takeover of that firm (Hoovers, 2010). Analysis of the Company's sales performance in products and operations for 2009 is illustrated in Table 5.

Table 5

Products and Operations

2009 Sales

$ mil.

% of total

Insurance & other

Sales & service revenues

62,555

56

Insurance premiums earned

27,884

25

Other investment income

2,341

2

Utilities & energy

11,443

10

Finance & financial products

8,270

7

Total

112,493

2009 Sales by Segment

$ mil.

% of total

McLane Company

31,207

28

GEICO

13,576

12

MidAmerican

11,443

10

Berkshire Hathaway Reinsurance Group

6,706

6

General Re

5,829

5

Investment income

5,223

5

Marmon

5,067

4

Finance & financial products

4,587

4

Shaw Industries

4,011

4

Berkshire Hathaway Primary Group

1,773

2

Other businesses

21,380

19

Other

1,691

1

Total

112,493

Table 5. BH Products and Operations, 2009 (Hoovers, 2010).

Major equity investments by the firm in 2009 included purchase of shares in the following UK and U.S. corporations: American Express (12.7%); BYD Company (9.9%); Coca-Cola (8.6%); ConocoPhillips (2.5%); Kraft Foods (8.8%); Procter & Gamble (2.9%); Tesco plc (3%); U.S. Bancorp (4.0%); Washington Post Co. (18.7%); Wells Fargo & Co. (6.5%) (Hoovers, 2010). Some risk was acquired as a debt purchase of joint enterprise called Berkadia Commercial Mortgage with occasional investment partner Leucadia in 2009 as well, which included the loan servicing business of bankrupt Capmark at approximately $468 million.

The prior year, BH acquired a nearly 20% stake in railroad operator Burlington Northern Santa Fe (BNSF) for some $8 billion, followed by the 2010 purchase of the remainder of BNSF for more than $26 billion in cash and stock. In the largest BH buyout ever, the total cost to the company was $44 billion with assumption $10 billion in debt. Turning BNSF into a wholly owned subsidiary is consistent with BH's investment portfolio strategy which targets large entities with consistent earnings, streamlined business models, and parallel leadership culture. As with BNSF, most BH purchases are conducted with cash, and retention of management is typical to BH oversight as a parent corporation.

Despite some loss along the way, when competitors were down in 2008, BH as the company still outperformed the S&P 500. Stepping in where relatively few were willing to go at the outset of the global economic crisis, BH offered up $10 billion to bail out Goldman Sachs in the wake of bad mortgage-related investments. Within a year the company would go onto invest $3 billion in global conglomerate…