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Financial Post

Toronto, Saturday, January 03, 2004

 

Hollinger executives accused of 'diverting hundreds of millions'

Shareholder lawsuit Barbara Shecter Financial Post

 

DOCUMENTS from Conrad Black's Hollinger International Inc. reveal "a stunning abuse of authority" and a pattern of dealings where Lord Black and other executives "diverted to themselves hundreds of millions of dollars of Hollinger funds," according to a lawsuit filed by minority shareholders.

Conrad BlackThe so-called derivative lawsuit, which seeks to see Hollinger International compensated for damages resulting from the alleged wrongdoing, was made public yesterday despite being filed under seal last month by Cardinal Value Equity Partners LP. The suit also seeks an injunction barring Hollinger International and its subsidiaries and affiliates from entering into new agreement with any of the defendants without court approval.

Sources familiar with the situation said yesterday Hollinger International did not fight to keep the lawsuit sealed. Hollinger International is named as a nominal defendent alongside Lord Black and past and present board members including Henry Kissinger, Daniel Colson, James Thompson, Marie-Josee Kravis and Dwayne O. Andreas.

Last summer, Cardinal Capital Management, which holds 1.75 million shares of Hollinger International, began demanding access to board meeting minutes and other company documents.

The documents reveal "a troubling reality," according to lawsuit claims. "While the Hollinger executives were treating Hollinger like their personal piggy bank, Hollinger's board, including ostensibly blue-ribbon independent directors and Hollinger's audit committee were totally quiescent."

It goes on to say that: "Despite being presented with numerous self-dealing transactions, the board without question or investigation repeatedly approve the actions of Hollinger executives (often after the fact) and permitted their unfettered raid on Hollinger's finances."

Included among the transactions were the sale of Hollinger properties to small newspaper companies controlled by Lord Black and his associates for $1, without a bidding process, negotiation, or a fairness opinion, the lawsuit says.

According to the court papers, on March 13, 2003, the board retroactively approved $2.2-million in expenses for a private plane, even though auditor KPMG had advised it was difficult to assess whether the flights were for corporate purposes.

According to a statement yesterday from Hollinger International, if the Delaware Chancery court gives its approval, the lawsuit will be stayed pending the results of an internal probe of Hollinger international by a special committee of independent directors.

Sources close to the probe believe a report from the internal committee will be released by the end of March. However, sources close to Cardinal say the lawsuit could begin moving through the court system at any time, on short notice.

Although the special committee appears to be focusing on the transactions which Cardinal is also contesting, Lord Black remains chairman of Hollinger International and has the ability to replace any member of the board, according to the lawsuit.

"[Ex-U.S. President Richard] Nixon proved you can fire a special committee," said one source close to the situation. "But you can't fire your shareholders."

Sources close to Cardinal have also indicated concern that the board may not act on the committee's recommendations because many of its members who rubberstamped the transactions in question remain on the board.

Lord Black was forced to step down as chief executive of Hollinger International last month when the special committee revealed that US$32-million in payments had been made to executives and holding company Hollinger Inc. without full board approval or proper disclosure.

Conrad Black in ermineHis chief operating officer David Radler resigned from the company and senior vice-president Peter Atkinson left the board.

Hollinger said yesterday that its internal probe will include non-compete and management fee payments to Lord Black, some associates and affiliates.

It is also looking into related party transactions, and will examine review and approval processes undertaken by the board and issues related to proper financial disclosure.

© National Post 2004

 

... on this wesbite about Conrad Black and his newspaper empire

Scores of leading personalities whom Black corrupted with such retainers and investments
Hollinger International, the publisher of the London Daily Telegraph and the Chicago Sun-Times, said Conrad Black would step down as chief executive officer over $US32 million unauthorised payments to executives, including Lord Black, that weren't authorised by the board 
Conrad Black's Jerusalem Post calls for the murder of Yasser Arafat
Another over-greedy puppeteer Australian Frank Lowy defends $12.38 million bonus, won't step down as head of Westfield's remuneration committee
Flashback: When Barbara Amiel, the wife of Spectator owner Conrad Black, found it in her heart to write truly wonderful things about David Irving
Taki makes friends at Conrad Black's garden party
Battling B.C. Journalist Doug Collins writes to craven publisher Conrad Black
The New Statesman, a leading British weekly, has raised the specter of Jewish control over the media and government.
An email letter circulating in London identifies the Jewish directors of the British media
"You don't understand, Max. My entire interests in the United States and internationally could be seriously damaged by this" - Black to Max Hastings
French envoy to UK recalled (Black's wife repeated private dinner-party remark about Israel)
On-line edition of David Irvings irregular and scurrilous newsletter Action Report.
Robert Fisk accused BBC of buckling to Israeli pressure to drop the use of "assassination"
Frances ambassador to Britain cannot remember referring to Israel as that sh*tty little country during a private conversation with a newspaper owner, his spokesman said on Wednesday.
On-line edition of David Irving's irregular and scurrilous newsletter Action Report.
On-line edition of David Irving's irregular and scurrilous newsletter Action Report.
David Irving watches the state procession of the Queen Mother's coffin, and comments on the new England
David Irving jots some thoughts in his irregular Radical''s Diary: the growth of hidden censorship in Britain
Barbara Amiel writes truly wonderful things (among some gratuitous smears) about David Irving
Amazon.com tells Jerusalem Post to stop claiming the company supported Israel
 

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