Black to the wall

If arrogance were the only attribute required in order to triumph in a legal battle with disgruntled shareholders, Lord Black of Crossharbour would already be celebrating his victory. Unfortunately, there’s the pesky matter of minority rights and a growing number of legal challenges to His Lordship’s omnipotence at Hollinger Inc. With each move he makes, another possible exit route is cut off, another flank attacked.

In the latest skirmish, Lord Black resigned his positions as chairman and chief executive officer of Hollinger Inc. – which he controls through his private holding company, Ravelston Corp. – just hours before a Canadian court was expected (by some) to force him to step down. At the same time, the press baron is trying to mount a takeover offer for the shares of Hollinger Inc. that he doesn’t already own, and that gambit could also be thwarted by minority shareholders.

Various investors of Hollinger Inc. have been trying to get Lord Black to leave the helm of Hollinger for more than a year now, ever since the operating unit of the company – Hollinger International, which owns the Chicago Sun, the Jerusalem Post and used to own London’s Daily Telegraph – became embroiled in a legal battle between Lord Black and its own minority shareholders. In November, four independent directors on Hollinger Inc.’s audit committee resigned en masse after urging Lord Black and his associates to step down.

The more recent attempts to oust Lord Black have come from Catalyst Fund General Partner I, a limited partnership investment fund that owns about 37 per cent of Hollinger Inc.’s series II preferred shares. Catalyst was also the one that convinced an Ontario court to appoint an independent investigator to look into various payments, transfers, loans and other agreements between Hollinger Inc. and Ravelston. The firm of Kroll Lindquist Avey was appointed to do so in September but later resigned due to a dispute over alleged conflicts of interest, and Ernst & Young was then given the job. Its report to the court is expected later this month.

Catalyst has been asking for Lord Black to resign because of what it alleges are a number of conflicts stemming from the inter-relationship between Ravelston and Hollinger Inc. (Ravelston controls 68 per cent of the unit’s voting stock). Among other things, the fund management company has complained about a $1.1-million payment to Ravelston from Hollinger Inc. that wasn’t properly approved by the company’s independent directors. Lord Black said in an affidavit that the payment was “an error” made by Hollinger executive Peter White. According to Catalyst, Ravelston also allegedly owes Hollinger Inc. over $25-million.

At the same time Lord Black was planning his resignation from Hollinger Inc. late last week, minority shareholders of Hollinger International were re-filing their lawsuit against Lord Black and his associates. The original suit, which claimed more than $1.2-billion in damages, was thrown out because the court ruled that it was improperly filed under the Racketeer Influenced and Corrupt Organizations (RICO) Act. The latest filing, which asks for damages of $542-million, contains effectively the same allegations – widespread improper payments and transfers to Lord Black and his associates (these allegations haven’t been proven in court).

To sum up, Lord Black has resigned as chairman and chief executive officer of his operating company, Hollinger International, and now has resigned from those positions at its parent, Hollinger Inc. as well. He faces a $542-million lawsuit from Hollinger International shareholders, and a court-appointed investigator is looking into Hollinger Inc.’s finances as well, raising the possibility of future liability.

In addition, while the special committee in charge of Hollinger International recently agreed to allow Lord Black to receive his share of the proceeds from the $1.2-billion sale (after debt) of the London Telegraph, most of that money will go to Hollinger Inc. rather than to Lord Black, which makes all the difference. Minority shareholders and independent directors would have to approve any use of those funds. Lord Black’s buyout offer to Hollinger Inc. will also have to be approved by minority shareholders, as well as securities regulators.

The bottom line is that Lord Black finds himself hemmed in on all sides, with a rapidly-vanishing amount of territory on which to make his final stand. In one of the more pointed e-mail comments that turned up in the report from Hollinger International’s special committee, Lord Black said Hollinger “served no purpose as a listed company other than [the]relatively cheap use of other peoples’ capital.” The press baron’s experience with Hollinger and its minority shareholders, however – at two different levels – has been anything but cheap. And it could get a lot more expensive before it’s over.