These are among numerous documents indicating knowledge and approval or ratification of non-compete payments by independent directors. Not only were these documents unavailable to me when I agreed to the November 15 restructuring proposal, they were initially withheld from my legal counsel when we subsequently requested relevant documents from the company.
In addition to making misrepresentation to me, the Special Committee also repudiated the restructuring agreement almost from the moment it was signed – for example;
• Although the agreement explicitly referenced my continuing involvement in the strategic process being pursued by Lazard, the company subsequently informed the media that I would not be involved in the process and Lazard informed potential investors in the process, including the Barclays with whom we agreed to a transaction, not to communicate with me.
• The Special Committee also prevented Hollinger International from paying management fees to Ravelston Corporation Limited that the restructuring agreement explicitly committed International to continue paying through year-end 2003.
Even after discovering the new information regarding approval of the non-compete payments, I engaged in good faith discussions with the Special Committee and the Audit Committee in an attempt to address these various matters, they, however, have refused to explain the misrepresentations made to me in November or to justify their breach of the restruturing agreement
While we continued these discussions, we agreed to refrain from selling Hollinger shares for a period of two weeks, That agreement expired today, and Argus and Ravelston have accepted an offer to sell their shares in Hollinger Inc. to Press Holdings International Ltd. This sale to a highly respected strategic buyer will not only provide substantial value to shareholders of Hollinger Inc., but will benefit Hollinger International by reducing distractions and eliminating financial uncertainty from its media properties.
Prior to agreeing to the transaction, on January 13, 2004, I offered the Chairman and Counsel of the Special Committee, Gordon Paris and Richard Breeden, the right to match, with a purchase through preferred shares, any bona fide offer for control of Hollinger Inc., and we suggested that Goldman Sachs or Morgan Stanley stand as arbiters of equivalent value. Mr. Paris and Mr. Breeden, however, declined that offer and terminated discussions without explanation.
The Special Committee subsequently launched a series of steps, including filing litigation yesterday that clearly can only be seen as a desperate attempt to prevent me from completing a transaction for Hollinger Inc, and divert attention from misrepresentations they had made about the non-compete payments in November. Neither of those efforts will be successful.
It is astonishing that the Special Committee, after conducting a joint investigation with the Audit Committee, would seek to undo a series of transactions going back five years, including transactions that were admittedly approved by the members of the Audit Committee who never once claimed that they received insufficient or inadequate information regarding the transactions or offered a word of dissent. In addition, these transactions were reviewed by the company’s independent auditors, who deemed them properly approved and disclosed. You will note that their recent legal claim demands repayment of dividends paid to Hollinger Inc., but not those paid to other shareholders, and repayment of all the received by David Radler and myself during a period when we greatly increased the value of the company. It is a spurious complaint.
Further, I do not accept the validity of tho Executive Committee’s purported removal of me as Chairman of the Board, nor most of its other recent initiatives, which clearly were undertaken because the authors of these steps lack confidence in their ability to win a vote of the whole Board.
As you know, I originally proposed the creation of the Special Committee and have offered my full cooperation with the Committee’s investigation. I want to be absolutely clear: I fully support a thorough, fair and complete airing of the facts relating to all of the questions that have been raised.
Sincerely,
Lord Black
APPENDIX B: COLUMNS, MARCH 2007 – MARCH 2008
These are columns published in the National Post. The first when I departed Toronto for Chicago at the outset of the trial in March, 2007; the second, a response to William F. Buckley’s article about me in the National Review, and to Henry Kissinger’s interview about our case with the FBI; and the third on surrendering to federal prison to begin serving what was then, with probable reductions, a sentence of five years and eight months, a substantial reduction, at least, on the life sentence the prosecutors were seeking. It has been very gratifying to have had a complete reconciliation with Bill Buckley in the last few months before he died, and with Henry Kissinger while I have been in New York between April and September 2011, as described in Chapter 15 and in the Epilogue. It has been my honour to have such good and eminent friends. My assertion of faith in the American justice system at the end of the last item of Appendix B is a complete falsehood. I never had any faith in it and I think it is largely corrupt, intellectually and otherwise, from the law schools to the steps of the Supreme Court, but as I was in the appellate process as the only early exit from an unjust prison sentence, I felt obliged to a gesture to tactical submission. I do believe, fervently, in the preceding quote from Thoreau, and am about to return to prison and practice it.
I AM NOT AFRAID
March 10, 2007
This is the last of these columns I shall write before I have to defend myself against the unfounded charges that have stalked and shadowed me these several years. The trial of the facts that approaches has been amply publicized, but I hope I may be permitted a few reflections now.
When the life that I had worked more than 30 years to build, as a serious, reasonably respected newspaper publisher, was suddenly assaulted with extreme violence on every side more than three years ago, my wife and I returned to Canada, seeking a legally and financially defensible perimeter.
Apart from those who knew us well, there were cries of joy that I might be a corporate wrongdoer, and an almost Times Square New Year’s countdown to my anticipated conviction.
Other than receiving news of a well-advanced terminal illness, an experience of which we have unfortunately had some experience in our family, I can hardly imagine a more startling change of life and prospect, since I had done nothing illegal. The principle of the presumption of innocence was largely ignored by the press and regulators.
Friends offered financial assistance, as my income suddenly almost dried up, yet my expenses, especially related to self-defence, multiplied. I managed to refinance myself, but was no less grateful for their offers. A legal team was assembled.
It was always obvious that the lies agreed upon by parties in interest with the complicity of parts of the press would likely become a criminal prosecution. Our companies, which had been built almost from nothing into billions of dollars of tangible value (not creatively accounted vapour), were, in the manner of these times and jurisdictions, transformed into platforms from which we were tormented.
As the largest shareholder, I was made to pay for my own persecution. The immobilizations or seizures of assets, defamatory leaks to the press, and neverending harassments, continued, year after year (precious years at this stage in life). Eventually, I was, and am, posting bond of almost US$40-million, which is some kind of a record high. But I was able to stabilize finances, return to writing (with great thanks to the editors of this newspaper); the novelty of our discomfort abated, and life and the war of attrition ground on. Finally, our enemies would have to prove the innocent guilty, not just to the malicious and the envious, but in a court of justice.
There was great irony, whose piquancy was never lost on me, that I, who have been denounced in the Parliaments of the U.K. and Canada for excessive pro-Americanism, should be so savagely attacked by the U.S. prosecution system. Frustratingly, I could not seriously reply to the wild allegations, shovelled out by the usurper regimes in our companies or in garish pro
secution press conferences, about our claimed excesses, as counsel urged that all response must be held for trial. Such is the unevenness of the system. I had to rely on the innate decency of most people to wait until the other side was heard and require that a presumption of guilt had at least to be substantiated.
From there it was a fairly short step to the Big Battle, which required even those elements of the media that had danced on Barbara’s and my supposed graves like Transylvanians heaping garlic on the resting place of Count Dracula to acknowledge my resuscitation. Big Battles cannot be conducted with corpses. As I know the facts and believe in the fairness of 12 randomly selected Americans, I am confident of the outcome.
It has been a splendid time to be in Canada. A united Conservative party, for which I and many others fought, has produced a federal two-party system for the first time in a hundred years in Canada. The huge economic growth of China and India has enabled Canada to keep its generous social benefits and reduce taxes to a point where the brain drain to the U.S. should now dry up. Richard Bradshaw and Jack Diamond, who are from far countries, have built a fine national opera house where the performances are of outstanding quality. The percentage of Canada’s GDP that is exports to the U.S. has declined from 44% to about 35%. Quebec separatism, a spectre that hobbled the country for decades, has died. Canada has become one of the 10 or 12 most important countries of the 192 in the world. Those of us brought up to believe that Canada’s foreign policy was to tug at the trouser-leg of the Americans and British must realize that it is unnecessary and undignified to continue do so.
For the first time in decades, not having a large executive job, I have been able to appreciate and comment on national affairs. I left this country when the courts upheld the right of the then-prime minister (Jean Chretien) to create a sub-category of one in a foreign country (the U.K.), ineligible to receive an honour in that country for services deemed to have been performed in that country, because Chretien did not approve of coverage (in this newspaper) of his government’s financial conduct (coverage that has since been vindicated). I said I would be back (though I anticipated a less controversial return). I was also, for commercial reasons, departing the newspaper business, (but had not foreseen such a perturbed exit strategy). The years have been full of surprises.
Barbara and I go now to try these issues at the bar of Abraham Lincoln and Clarence Darrow, in the city that I have long regarded as the great, brave heart of America. We have survived the “shock and awe” campaign of intimidation, defamation and asset seizures. We built a great company that our accusers have destroyed to their own profit, as they have been sumptuously paid to obliterate over a billion dollars of shareholder market value. We acted lawfully and are not afraid.
Despite its legal vagaries, the United States remains the indispensable country of Western civilization of the last century, a society of laws in a largely lawless world, and a country overwhelmingly composed of decent people.
I have no bitterness to those who have opposed me in this country, apart from a few outright thieves, who know who they are. To my wife, children, family (including my ex-wife), friends, in this and other countries, colleagues, fellow parishioners, and the thousands of e-mail and postal correspondents who have inspirited me through these challenges, my gratitude is beyond my ability to express here.
In Toronto, we are cat and dog owners, and Barbara has just received a little Hungarian puli from Alberta, an adorable but dignified little proof to its older companions that life goes on. We will be back before it is much bigger.
I will write here when I can; justice will prevail, and Barbara and I will celebrate with our friends, never more easily identified than in these challenging days. When nightmares pass, all things are possible. I have never been happier to be Canadian.
A REPLY TO TWO FRIENDS
December 15, 2007
For two years, I have avoided mention in this column of my legal travails, and only vary that this week, in matters already on the public record, at the request of the commissioning editor. Throughout these five challenging years, most people whom Barbara and I really considered to be friends, have behaved as friends.
My late father, who died more than 30 years ago, and was a very intelligent, if somewhat eccentric man, in his later years, admired William F. Buckley and Henry Kissinger more than any other living Americans. It was a particular honour, later, to have had those men as friends for more than 20 years now. They have both referred to our relations in those terms publicly many times, and Dr. Kissinger did so under oath early in these baneful proceedings. I am often asked about my current relations with them, in particular.
Bill Buckley sent the judge in our case an extremely generous and unjustifiably flattering letter about me. Given his great prestige and celebrity, it was surely useful. He also published a piece about me last Wednesday, which I saw on the National Review Web site. He confirmed that he was a friend, and that all our mutual friends were “close to unanimity of opinion that Conrad Black has nobly enhanced the human cause”; embarrassingly high praise.
However, he also wrote that he had been asked by one of my lawyers to write to the judge for me, and that this was a “painful commission _ It seemed to this friend, as to quite a few others, that he [i.e. I] probably was guilty on at least one of the charges.” He helpfully advised his readers that the convictions are “not quite the same thing as” what Lee Harvey Oswald did to John F. Kennedy; that I had presented an alternative defence of innocence and, even if not innocent, that what I did wasn’t illegal; and that he had had to restrain himself from writing to the judge about the law and facts of the case.
For no evident reason, he also gave his bowdlerized version of why I am not, at the moment, a Canadian citizen, and concluded that “the tragedy is now complete in the matter of Conrad Black. Only he had the courage and the sweep to throw it all away. Leaving, for his friends, just terrible sadness that it should end like this.”
One of the most professional journalists who covered the trial in Chicago wrote asking me if, since “WFB _ obviously thinks the jury got it right, do you feel you are being tossed under the bus by your friend?”
No, I do not, though I am disappointed. The facts are that I asked a mutual friend to ask WFB if he would prefer not to be asked to write a character reference for me to the judge. I wanted to make it easy for him to decline. He replied that he would like to do so, and so I asked him, explaining that if, on reflection, he would rather not, I would perfectly understand. He insisted that he did wish to write the judge, and asked for guidelines, which one of my counsel sent him, asking him to avoid all discussion of the case itself. He claimed to find it a pleasing “commission.” My counsel have never hinted at an alternative defence; my defence is and always has been: Not Guilty.
More perplexing is his assertion that my “friends,” including Bill himself, thought I was probably at least partially guilty as charged. Well-disposed people who think that are likely not to be familiar with the facts and the current state of U.S. criminal procedure. Friends don’t usually act like that.
Bill Buckley’s late, wonderful, Canadian wife, Pat, concluded our last exchange by proclaiming that it was obvious that I was innocent. Bill Buckley and I share many philosophical and religious views. He knows my admiration for the United States. And he cannot be unaware of the gradual redefinition in recent decades of the Fifth, Sixth and Eighth Amendment guarantees of due process, the grand jury as insurance against capricious prosecution, the prohibition against seizure of property without just compensation, speedy justice, access to counsel of choice and reasonable bail.
He, of all people, knows, and has written countless times, that some principles transcend the convenience of those trying to defend them. He referred on Wednesday (as have some less eminent commentators) to my “raw impiety” for criticizing the prosecutors
To question the antics of some U.S. prosecutors is not impiety. I would not expect most observers to recognize that I am fight
ing not just for my life and liberty, but also for the benefit of certain constitutionally guaranteed rights essential to the rule of law. I did expect that from Bill Buckley, a conscientious, loyal and intellectually fearless friend.
Knowing Henry Kissinger as well as I do, I suspected that he would behave as Richard Nixon told me he generally did when a colleague came under pressure: privately declare solidarity with both sides and separate himself, so that neither side would confuse him with the other side, until it became clear which side had won. He promised more, and I hoped for more, but Henry Kissinger is an 84-year old fugitive from Nazi pogroms, and has made his way famously in the world by endlessly recalibrating the balance of power and correlation of forces in all situations.
The correlation of forces between the U.S. government and me has obviously been generally unpromising, and Henry has less natural affinity for the principles involved here than Bill Buckley does. His statements, publicly and to the FBI, that I am probably guilty of something but that he “never deserts a friend,” are not heroic or even accurate, but on past form, not altogether a surprise either.
William Buckley wrote on Wednesday that I had claimed from the start that the charges against me “sought to vest in judicial infamy that which is in the nature of things blameless.” Those “contending otherwise were obtuse and vindictive, and should be put away somewhere to prevent the toxification of the Common Law and the resources of reason on Earth.” This is an endearing exaggeration. But the underlying points of my resistance are not a suitable subject of mockery from one of America’s greatest champions of individual liberty.
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