WILMINGTON, Del. Lawyers for Hollinger International Inc. began laying out their case Wednesday against their controlling shareholder Conrad Black, saying the Canadian-born media baron took several payments without authorization.
Gordon Paris, a board member who is serving as interim CEO and chairman of the Chicago company, testified that Black took millions of dollars in payments that were never authorized by independent board directors, even though the company's financial statements said they were.
In one case, a payment occurred well after the transaction with which it was supposedly linked. Paris said this payment appeared to be an "afterthought." Paris also said Black failed to disclose on a questionnaire in 2001 that he had received payments the year before.
The company, which publishes The London Telegraph, Chicago Sun-Times and Jerusalem Post, is accusing Black of using his control of Hollinger International to line his own pockets as well as those of several associates.
They also say that he improperly cut a private deal to sell control of Hollinger International's parent company - Toronto-based Hollinger Inc. - excluding the input of minority shareholders and undermining a separate sale process of Hollinger International that was already under way.
The case is being heard in Chancery Court in Delaware, where Hollinger International and many other U.S. companies are incorporated.
The Court of Chancery in Wilmington will be taking up an extremely unusual legal issue - does a company's board of directors have a right or duty to challenge the actions of a controlling shareholder if they believe that shareholder is acting selfishly and against the interests of the other shareholders?
Corporate governance experts say the trial will be closely watched because of the civil war-like battle that will determine whether Black or the board have the last word.
"It's a fascinating case," says Franklin Edwards, a professor at Columbia Business School. "How much power are you going to give a board against its controlling owner?"
Black built up Hollinger International from a small publisher of Canadian community newspapers into a major global publishing empire.
Through Hollinger Inc., Black holds voting power of 73 per cent in Hollinger International thanks to a special class of super-voting shares, even though his economic interest is closer to 30 per cent.
What's more, he also packed the board with people friendly to him, including his wife, Barbara Amiel.
In May, a minority shareholder raised tough questions about several payments worth millions of dollars that Black and other top associates received.
In November, Black and other top executives agreed to step aside November and repay millions of dollars in payments investigators had determined were unauthorized.
Black and the company also agreed that Hollinger International would be offered up for sale. Black later changed his mind about repaying the money.
And then he dropped a bombshell: Black had cut a private deal to sell his controlling stake in Hollinger International to the Barclay brothers of Britain, who run a retailing and media business from a small island in the English Channel, circumventing the sale process already under way.
Hollinger International's board started an increasingly aggressive campaign to stop the sale, and lawsuits were traded.