DOVER, Del. (AP) — Deposition testimony from billionaire Jimmy Haslam supports claims by Warren Buffett’s Berkshire Hathway that Haslam tried to bribe employees at the Pilot truck stop chain amid a dispute with Berkshire over the future of the company, a Berkshire attorney told a judge Thursday.
In a deposition Tuesday, Haslam denied offering a “side payment” to Pilot Travel Centers controller David Clothier if the Haslam family exercises its right to sell its remaining 20% stake in PTC to Berkshire, attorney Ryan Stottmann told Vice Chancellor Morgan Zurn.
Just minutes later, however, Haslam testified that he has an informal agreement with two dozen PTC employees to reinstate their lucrative executive bonus plan if the Haslams sell their stake in the company, according to Stottmann.
Stottmann described Haslam’s admission as “stunning,” given that attorneys for Haslam’s Pilot Corp. have told the judge that Berkshire’s bribery allegations were false, meritless and “wild inventions.”
“Their own client has now confirmed under oath that these were not inventions, but that the shadow executive compensation plan actually exists,” Stottmann said.
(AP Photo/Ted Shaffrey)
At a hearing earlier this month, an attorney for Haslam told Zurn that federal prosecutors had begun an investigation based on Berkshire’s bribery allegations.
On Thursday, Zurn granted a request by Berkshire to take additional deposition testimony from Haslam after the Cleveland Browns owner was repeatedly instructed by his lawyer during this week’s deposition not to answer questions about the informal compensation agreement.
Specifically, Berkshire is seeking the identities of the 24 employees to whom Haslam referred, and the nature of their informal agreements with him, Stottman said.
“These matters go directly to witness bias and credibility,” he told Zurn, noting that both Haslam and Clothier will be key witnesses at a two-day trial early next month over PTC’s accounting practices and valuation.
Stottman said several documents provided by Clothier will be shown at trial, and that there is evidence that Clothier edited some of them in the midst of the legal battle with Berkshire “in a way favorable to Pilot.” He also noted that Clothier, who will be deposed next week, described himself in a text as one of “Jimmy’s bag boys.”
Berton Ashman Jr., an attorney for Pilot Corp. and Haslam, argued that additional testimony from Haslam is not needed, and that Berkshire is trying to obtain information to which it is not entitled.He pointed to earlier rulings by Zurn that barred Berkshire from asserting certain defenses to Pilot’s claims that Berkshire, which owns 80% of PTC, changed accounting practices in order to lower the price Berkshire would have to pay for the rest of the company. Among the defenses that Zurn struck were allegations about side payments, Ashman said.
(AP Photo/Wade Payne)
Zurn, however, rejected Pilot’s argument that the information sought by Berkshire is related solely to the defenses and counterclaims it will not be allowed to argue at trial.
“Just because those are out of the case doesn’t mean that that information is not relevant in another way,” the judge said. “I think it’s relevant to impeachment and bias.”
Zurn also expressed concern about Haslam being told not to answer certain questions during his earlier deposition.
“I’ve heard no basis today for the instruction that the witness not answer the question, which in my view is a remarkable thing to happen in a Delaware deposition,” she said.
Under an investor rights agreement with Berkshire, the Haslam family, which includes former Tennessee Gov. Bill Haslam, have an annual option, starting Jan. 1, 2024, to sell their remaining interest in PTC to Berkshire. The Haslams have 60 days from the start of each year to make that decision. With the first sale option deadline nearing, the Haslams and Buffett’s company are accusing each other of manipulating Pilot’s earnings this year to affect the price Berkshire would have to pay for the Haslams’ remaining stake.