Conrad Black Resigns as Hollinger Chief Executive
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Conrad Black quit as chairman and chief executive officer of Hollinger Inc., the company that controls the publisher of the Chicago Sun-Times, preempting a court decision that could have ousted him as early as the same day.
Judge Colin Campbell of Ontario Superior Court was scheduled to consider a shareholder demand to remove Mr. Black, his wife, and allies as directors of the Toronto-based company. Catalyst Fund General Partner I Inc., the investor pursuing the case, said Mr. Black’s departure is a maneuver to buy time while he retains control with 78% of the company’s common shares.
“At any point in time, Lord Black can go back to that board,” Catalyst lawyer David Moore said during yesterday’s hearing.
By quitting, Mr. Black clears the way for the board to consider a proposal he made last week to take the company private and end the legal battle in Canada. In America, Mr. Black still faces a lawsuit from Hollinger International Inc., the Chicago-based newspaper subsidiary of Hollinger Inc. that accuses him of helping to loot the company of more than $400 million.
Mr. Black denies any wrongdoing, 18 months after minority investors accused him of using his network of holdings to enrich himself and his associates. Hollinger International’s board ousted him in January.
Hollinger Inc. announced Mr. Black’s resignation in a one-sentence statement. He remains the company’s controlling shareholder through his private investment vehicle, Ravelston Corp.
The company had said Mr. Black would retire last week, when Ravelston offered to buy the Hollinger Inc. shares it doesn’t own at a price to be determined later.
Shareholders who tender their stock may lose the right to pursue claims against the company.
A committee of Hollinger Inc.’s independent directors will review the proposal to take the company private. A majority of the company’s minority shareholders must approve the plan, Hollinger Inc. said last week.
Catalyst holds 37% of the company’s Series II preferred shares. The fund claims Hollinger Inc. transferred C$1.1 million ($902,000) to Ravelston with out board approval.
The legal battle in Canada is just one front on which Mr. Black is fighting. In Chicago, he got a federal judge last month to dismiss Hollinger International’s $1.25 billion racketeering suit accusing him and associates of self-dealing.
Hollinger International later said it plans to refile the suit for breach of fiduciary duty and unjust enrichment, without the racketeering claims that could have led to triple damages. A board committee claimed in August that he and his associates siphoned away 95% of the company’s net income over a seven-year period.
At least two shareholders have filed their own suits against Mr. Black, and Hollinger Inc. has said the American Securities and Exchange Commission may begin civil proceedings against the company for securities violations.
Mr. Black says Hollinger International’s board, filled with friends and political figures such as former U.S. Secretary of State Henry Kissinger and former Illinois Governor James Thompson, approved all the transactions.
A Canadian native who later became a British lord, Mr. Black inherited a stake in a Canadian conglomerate that was the predecessor of Hollinger from his father. He focused the company on newspapers, acquiring London’s Daily Telegraph and the Jerusalem Post and ranking at one time as the third-biggest newspaper publisher by circulation.
After Mr. Black was ousted, the company sold the Telegraph, which had been its largest-circulation paper. In a Delaware court last month, Mr. Black agreed not to fight the court’s ban on his removing the board of Hollinger International or taking other steps to exercise his control in return for a company promise to give him his fair share of the proceeds from the sale.
Hollinger Inc. owns 18% of Hollinger International and controls 68% of the votes. Hollinger International is a minority investor in The New York Sun.