By Jonathan Stempel
A Delaware judge said she will decide by Friday whether to give Warren Buffett's Berkshire Hathaway a January trial date over a dispute of how to value truck stop operator Pilot Travel Centers, alongside a related lawsuit by the billionaire Haslam family.
Berkshire already owns 80% of Pilot, having paid the Haslams $2.76 billion for a 38.6% stake in 2017 and $8.2 billion for another 41.4% in January.
The dispute concerns how much Berkshire would owe if the Haslams, including Cleveland Browns owner Jimmy Haslam, exercised their option to sell the remaining 20% in the first two months of 2024.
Each side accuses the other of trying to manipulate Pilot's earnings, the basis for valuing that stake.
At a Thursday hearing in Delaware Chancery Court, Vice Chancellor Morgan Zurn told Berkshire's lawyer Craig Jennings Lavoie: "I am going to get you an answer by the end of the day tomorrow" on whether both cases can be tried together.
"I have to be satisfied that there is harm to your client that won't be remedied if I don't give you the equitable relief that you're asking for," Zurn said.
The Haslams sued Omaha, Nebraska-based Berkshire in October, accusing it of seeking a "windfall" by adopting "pushdown" accounting for Pilot, requiring it take on higher depreciation and amortization costs and lowering earnings.
Berkshire countersued on Nov. 28, saying Jimmy Haslam tried to bribe Pilot executives with millions of dollars to inflate earnings in 2023 at the expense of future years.
BERKSHIRE ALLEGES 'CLOUD OF MISCONDUCT'
At Thursday's hearing, Lavoie said Haslam made "at least 28" promises of secret side payments to Pilot executives, at above their annual salaries.
Lavoie said Haslam's push to align the executives' financial interests with his own amounted to a "cloud of misconduct" and "obvious breach of fiduciary duty," and Berkshire would be irreparably harmed if forced to possibly overpay for Pilot.
"We don't view it as a particularly complex case," Lavoie said.
Anitha Reddy, a lawyer for the Haslams, countered that Berkshire - which has one of corporate America's largest and strongest balance sheets - could not claim irreparable harm from possibly overpaying.
"How could they?" she said. "It's just a matter of money."
According to court papers, the Haslams believe the 20% Pilot stake was worth $3.2 billion before Berkshire's accounting change, an amount Berkshire disputes.
The family also includes former Tennessee Governor Bill Haslam, and Jimmy's father, Jim Haslam, who founded Pilot in 1958 after paying $6,000 for a Virginia gas station.
Pilot is based in Knoxville, Tennessee. It has approximately 800 locations in the United States and Canada, and has this year added $380 million to Berkshire's profit through September.
Buffett said at Berkshire's annual meeting in May he wished he could have bought all of Pilot in 2017, but the Haslams did not want to sell.
Berkshire also owns dozens of other businesses including the BNSF railroad and Geico car insurer, and big stakes in Apple, Bank of America and other stocks.
The case is Pilot Corp v Abel et al, Delaware Chancery Court, No. 2023-1068-MTZ.
(Reporting by Jonathan Stempel in New York; Editing by Lincoln Feast.)
