索科尔需补“诚信”课

    自从3月30日沃伦•巴菲特宣布大卫•索科尔辞职的消息后，华尔街上各种传言就不绝于耳。有些人说，索科尔作为伯克希尔哈撒韦公司(Berkshire Hathaway)的高管，曾在伯克希尔哈撒韦收购化工巨头路博润（Lubrizol）之前的几个月，个人购入约1,000万美元的路博润股票（并从中获利300万美元），这可能已涉嫌内幕交易或老鼠仓。

    其他人认为，索科尔买入路博润股票并不违法，不过这确实表明这位常被媒体称为巴菲特接班人的高管缺乏正确的判断力。究竟索科尔是违法，还是只是打了个擦边球，将由联邦调查人员决定， 不过美国证券交易委员会(SEC)及行业监管机构是否会介入调查还是未知。

    After Warren Buffett announced David Sokol's resignationon March 30, the Wall Street rumor mill got cranking at full speed. Some wags proposed that Sokol, the Berkshire Hathaway executive who bought some $10 million worth of Lubrizol shares in the months leading up to his company's acquisition of the chemicals giant (and made a $3 million profit in the process), might have committed insider trading or front-running.

    Others say his Lubrizol (LZ, Fortune 500) share purchases were not illegal, but certainly displayed poor judgment by the man most often mentioned in the press as Buffett's heir apparent. Whether Sokol broke the law or merely bent it will be up to federal investigators to determine, and that's if the SEC or an industry regulator moves to investigate.

    更有意思的问题，或更具戏剧色彩的是，这个曾自费出版书籍《高兴但不满意》(Pleased But Not Satisfied)，将诚信列为自己职业六诫之一的人，行为上却显然缺乏正确的判断力，并最终卷入丑闻。他究竟是个怎样的人？

    索科尔在这本曾分发给员工的书籍的第30页写道：“如果你不确定一件事情，不妨自问：‘倘若明日本地报纸头版就此刊登一篇由一位有见识的、心思缜密的记者撰写的文章，这篇文章被我的家人、朋友和同事看到的话，我会不会对我的行为感到十分坦然？’”，或者这件事在《纽约时报》(The New York Times ) 或《华尔街日报》(Wall Street Journal)上被披露？

    眼下大卫•索科尔不愿发表言论，但去年夏天我在为《财富》杂志(Fortune)撰写《巴菲特的修复先生》（Buffett's Mr. Fix-It）时曾与他有过很多接触。我发现索科尔是一位非常出色的管理人士，在打造企业方面卓有成效。1991年，索科尔和巴菲特多年的老朋友沃尔特•斯考特一起收购了一家年收入2,800万美元的小型地热公司，之后通过收购和内生性增长将其打造成为MidAmerican，这家发展壮大后的公用事业公司去年为伯克希尔哈撒韦公司带来了114亿美元的收入。

    这样的成就绝难出自一位意志薄弱者，而索科尔——正如我所见，一个充满动力的高管——曾激怒了很多人。在他接手伯克希尔哈撒韦旗下亏损累累的NetJets公司并实现扭亏为盈的过程中，被扫地出门的一个管理人士这样说：“一旦你在会议中质疑他，他就会用像要杀人的眼光看你，你也会很快“失宠”。”

    在我的采访过程中，索科尔一直很客气并耐心地解释各种事情，但谈到诚信话题时，他突然就像是变了一个人。去年当我问到那项3,200万美元的裁定时（即判定其公司MidAmerican “蓄意并故意”误算未来利润，在上世纪90年代迫使小股东退出菲律宾的一个水电项目），他看起来有些心烦意乱，连珠炮似地说了一堆理由试图说明这项裁定是错误的，以及他将如何上诉。但他说，最让他伤心的是他曾感觉就像家人一样的菲律宾业务伙伴缺乏诚信。

    因此，如何理解关于路博润股票的争议？我认为，要是说索科尔当时明知自己的行为不正当而故意为之，这种可能性很小。他太聪明了，不可能不了解内幕交易、老鼠仓以及它们意味着什么。他是一个非常富有的人，并不需要在路博润股票上赚那300万美元。他自视是一个诚信的人——巴菲特文化更是强化了诚信信仰。巴菲特曾在致高管的一份备忘录中这样写道：“我们可以承受金钱损失——即便是很多钱。但我们无法承受名誉的损失——即便是点滴的名誉”。

    这对于索科尔而言可能也是难以置信的——他会做违背职业道德的事情？或许，这是因为他对于使用个人账户购入1,000万美元股票后再向巴菲特建议收购那家公司的后果毫不知情。索科尔日前在CNBC电视频道露面时看起来对整个事件感到既诧异又气愤，他声称自己没有做错任何事，如果一切重来，他还会购买这只股票，但不会告诉巴菲特这是一项前景不错的收购。

    如果情况是这样，他现在的处境会好得多，因为这样的投资故事并无瑕疵。太多问题仍未得到回答。纽约州怀特普莱恩斯Lane, Sash & Larrabee律师事务所的合伙人兼证券欺诈专家米奇•伯恩斯认为，关注点应集中在12月13日索科尔同花旗集团（Citigroup）的一次会面，在那次会面中索科尔要求花旗的一位银行家试着安排同路博润首席执行官詹姆斯•汉姆布瑞克的会面，探讨这两家公司之间可能的交易。

    那次会面后不久，索科尔首次购入路博润股票。伯恩斯说：“在那次会面中，索科尔收到了路博润可能有兴趣被收购的积极反馈？在这之前索科尔早已安排伯克希尔哈撒韦公司员工认真考虑此项交易？抑或伯克希尔哈撒韦收购只是他个人的模糊想法？在此类问题得到回答前，我们不知道索科尔是否真的参与了什么非法活动。”

    与此同时，索科尔已转身开始将精力投向自己的“小伯克希尔”——他肯定希望远离媒体的聚光灯。

    The more interesting question -- and one of perhaps Shakespearean proportions -- is what kind of guy writes a self-published book calledPleased But Not Satisfied that names integrity as one of his six business commandments, but then displays what is inarguably bad judgment and ends up embroiled in a scandal?

    On page 30 of his book, which he hands out to his employees, he writes: "If you are uncertain about an issue it's useful to ask yourself, 'Would I be absolutely comfortable for my action to be disclosed on the front page of my hometown newspaper in an article written by a knowledgeable and thorough reporter, and read by my family, friends and co-workers?'" Or blared, for that matter, in The New York Times or Wall Street Journal?

    David Sokol will not talk on this point, but I did have the opportunity last summer to spend a lot of time with him while reporting the Fortune story: "Buffett's Mr. Fix-It." I found Sokol to be a brilliant executive, a company builder who gets results. With longtime Buffett friend Walter Scott, Sokol had bought a small $28-million-a-year geothermal business in 1991 and through acquisitions and internal growth built it into MidAmerican, the utility powerhouse that last year brought $11.4 billion of Berkshire's revenue.

    You don't get those kinds of results by being a milquetoast, and Sokol -- as driven an executive as I've met -- rubbed a lot of people the wrong way. During his turnaround of Berkshire's NetJets fractional-share business, one executive shown the door commented: "Once you challenged him in a meeting, he'd give you a look to kill, and you'd fall very fast out of his favor."

    Throughout my reporting, I always found Sokol to be civil and patient to explain things, but when the subject of integrity came up, he suddenly seemed to switch gears. When I asked him last year about a $32 million ruling that declared his company MidAmerican had "willfully and intentionally" miscalculated future profits to force out minority stockholders in a hydropower project in the Philippines in the 1990s, he seemed upset and rapidly fired off numerous reasons why the ruling was invalid, and how he'd appeal. But what saddened him most, he said, was the lack of integrity displayed by his business partners in the Philippines, whom he felt had been almost family to him.

    So what to make of the Lubrizol stock controversy? I think it unlikely that Sokol believed he was doing anything wrong. He is too smart not to understand insider trading and front-running and their implications. He is a vastly wealthy man who does not need the $3 million in profits he made on the Lubrizol deal. He sees himself as a man of integrity -- and the Buffett culture reinforced such beliefs. Buffett has written in a memo to his executives: "We can afford to lose money --even a lot of money. But we can't afford to lose reputation -- even a shred of reputation."

    It may have been inconceivable to Sokol that he could do anything that was unethical. Perhaps, therefore, he was blind to the fallout that would ensue from buying $10 million of a stock for his personal account and then recommending to Buffett that Berkshire buy the company. During his appearance on CNBC earlier today, Sokol seemed both surprised and piqued by the whole affair, saying that he had done nothing wrong but if he had it to do over again, he'd buy the stock and not tell Buffett about it as a prospective acquisition.

    And he'd be so much better off if he had, because this story is not going away. Too many unanswered questions have been left hanging. Mitch Berns, a partner and securities fraud specialist at the White Plains law firm of Lane, Sash & Larrabee thinks attention will be focused on the December 13th meeting between Sokol and Lubrizol's banker Citigroup (C, Fortune 500), in which Sokol asked one of the Citi bankers to try to arrange a meeting with Lubrizol CEO James Hambrick to discuss a possible deal between the two companies.

    Shortly after that meeting, Sokol made his first buys of Lubrizol shares. Says Berns: "Did Sokol receive positive feedback in the meeting that Lubrizol might be interested in being acquired? Had Sokol already engaged Berkshire's staff to seriously look at the deal, or was a Berkshire acquisition just a vague notion of his? Until we know the answers to these types of questions, we won't know whether Sokol engaged in any kind of illegal activity."

    In the meantime, Sokol is heading off to start what he calls his own "mini-Berkshire" -- far, he must hope, from the glaring lights of the press.