SEC Set to Impose Boardroom Watchdog at Hollinger

20 January 2006

Hollinger International, the quondam newspaper publishing fiefdom of disgraced British peer Lord Conrad Black, is set to undergo another trauma.

Black, ousted from the chair of Chicago-headquartered H-Intl two years ago, remains the company's controlling shareholder with 67% of the voting rights.

However, he was stripped of those rights by Canadian and US authorities following an investigation by the US Securities and Exchange Commission and his arraignment on fraud charges by US prosecutors [WAMN: 16-Dec-05].

Despite these minor drawbacks, Black's lordly habits have reasserted themselves and what he wants - really, really wants - is to impose his nominees on the H-Intl board.

Via his Toronto-based holding company Hollinger Incorporated [H-Inc], which owns 78% of H-Intl, Black is demanding two board seats at H-Intl, claiming that "our shareholders expect us to manage that investment."

Prominent among "our shareholders" is Ravelston Corporation, a privately-owned company controlled by Black.

However the SEC, unenthused by Black's maneuverings, is considering the appointment to H-Intl's board of a special watchdog to safeguard the interest of other shareholder. The most likely candidate for this role is former SEC chairman Richard Breeden, who is currently "advising" the H-Intl board.

The decision to appoint Breeden will be taken before H-Intl's annual meeting next Tuesday when a face-off between Black and other shareholders is expected.

Six of the seven incumbent directors - among whose number are several named along with Black as having "looted" the company - will not be standing for re-election. Hence the void which His Lordship is so eager to fill.

Data sourced from Wall Street Journal Online; additional content by WARC staff