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was concerned about Haff’s conflict of interest, relied upon data
supplied by him without performing any meaningful independent
verification of it.13 Fishman acknowledged at trial that
critical “facts” that entered into his conclusion as to the
reasonableness of the total compensation were his understandings
that Louise performed “extensive duties” for petitioner during
the subject years and that Louise and Emile did not spend
extensive time working for any other entity. The facts at hand
disprove both of these “facts”. Fishman also inappropriately
ascertained his specific data for the period 1988 through 1993
and made no meaningful attempt to limit that data to the subject
years. As he testified at trial with respect to the specific
data that he received from Willett:
The Court: Why are we talking about ’88? If the
year starts with ’90, why are we doing ’88?
The Witness: I wanted a predicate when I did my
financial analysis. I looked at five years. I looked
longer, actually.
The Court: But for the purpose of determining
reasonable compensation, I think we ought to focus in
on the years at issue.
The Witness: And that encompasses that. She
[Willett] says ’89 to ’93.
13 Such an actual and glaring conflict of interest is also
held by the other employees and the accountants with whom Fishman
spoke to obtain specific data. Each of those individuals has
been connected with petitioner and its officers for many years
and stood to gain from a personal and/or business point of view
should petitioner prevail in this litigation.
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