WSJ has a brief article on the Haslam dust-up. Not much new but a couple of quotes from outside observers on misaligned incentives
https://www.wsj.com/business/warren-buffett-berkshire-hathaway-jimmy-haslam-pilot-lawsuit-70ef0413?mod=hp_lead_pos8
The case illustrates the difficulty of crafting incentives in complex corporate structures so that everyone is rowing in the same direction, said Jordan Barry, a law professor at the University of Southern California. For instance, EBIT clauses, such as the one at PTC, can have a positive influence, by encouraging growth.
“But you do have this issue where, when you pay out based on a particular year’s EBIT, that encourages people to try and load that one year up with as much earnings as possible,” Barry said. “And if that comes at the expense of other years, that’s not good.”
Barry gave a hypothetical example of how getting paid based on a multiple of 10 times EBIT could incentivize a company being bought to accept lower prices on contracts just to get them booked in the current year.
“Let’s say this contract would make you $100,000 normally, but you close this year if you’re willing to do it at $80,000,” Barry said. “That’s not usually a great trade. You just lost $20,000.”
But, because the company is being sold, that contract is then worth $800,000. “That’s a great trade for you,” he said.