Oh, it's simpler than that. It's called INCOMPETENCE at the C-Level...
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Lesar and Crackerhead made a deal for each other to get rich and stab their employees in the back!
Because Dave went to Bakers CEO and said I am almost 65 and i need a little more in my retirement fund; if you give me 10% i will make a crazy deal that noone in their right mind would approve of and my company will pay yours a really crazy sum when the deal fails.
Easy to answer that one. It was a "marriage" proposal and BHI got the pre-nup they wanted. At first HAL Mgmt tried to stiff-arm BHI, i.e, basically drag them to the alter by their hair, cave-man style, kicking and screaming. BHI Mgmt would have none of that and got the pre-nup.