MARKET PLACE; A Heavyweight Board, Light on the Supervision
September 1, 2004, Wednesday
http://www.nytimes.com/2004/09/01/business/01place.htmlMr. Perle was chairman of Hollinger's Internet investing subsidiary, which lost lots of money. But he and other insiders had an unusual deal that gave them a share of profits from good investments without requiring those amounts to be offset by losses from bad investments.
Mr. Perle collected $3.1 million through that deal - payments that the committee said were not fully disclosed to shareholders, as they should have been. By the committee's account, Mr. Perle was responsible for $63.6 million in Hollinger investments, on which the company lost a net $49 million.
After the Internet boom collapsed, Mr. Perle persuaded Hollinger to invest in Trireme Partners, a venture capital firm that he helped found. He even signed, on Hollinger's behalf, the commitment letter for the investment.
The committee said that such an investment should have been approved by the audit committee or by independent directors, but no such approval was sought. It was Mr. Perle's dual status as an employee of Trireme and a Hollinger director that led to Lord Black's questions.
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"It is difficult to imagine a more flagrant abdication of duty than a director rubber-stamping transactions that directly benefit a controlling shareholder without any thought, comprehension or analysis," the committee report says. "In fact, many of the consents that Perle signed as an executive committee member approved related-party transactions that unfairly benefited Black and Radler, and cost Hollinger millions."
Perle Could Be Added to Hollinger Lawsuit
By FT.COM
Published: August 31, 2004
http://www.nytimes.com/financialtimes/business/FT20040831_26440_51833.htmlRichard Perle, the former US defence adviser who served as an influential board member at Hollinger International under the regime of ousted chairman Conrad Black, has not been invited to take part in exploratory settlement talks between the newspaper publisher and other independent board directors, according to people familiar with the matter.
A special committee of Hollinger's board is considering adding Mr Perle's name to a $1.25bn lawsuit against Lord Black and other executives. The suit, which assigns varying degrees of damages to separate defendants, claims that Lord Black "looted" nearly $400m in fees from Hollinger over several years.
Lord Black has vigorously denied the charges, claiming that the bulk of the payments were approved by Hollinger's board.
Some of the company's shareholders also believe the directors should share some liability. Cardinal Capital, a Hollinger investor, has sued the board for approving millions in dollars of fees without seeking independent opinions on the propriety of the transactions or discussing the matters outside the presence of the executives.
Principal Findings of Hollinger Panel
Published: August 31, 2004
http://www.nytimes.com/2004/08/31/business/31WIRE-HOLL.html?ex=1130126400&en=b2fe0afc4aaf93de&ei=5070Following is the full text of the principal findings of the special committee investigating financial improprieties among Hollinger International Inc. executives. The report was filed today with the Securities and Exchange Commission....
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Hollinger Files Stinging Report On Ex-Officials
September 1, 2004, Wednesday
http://www.nytimes.com/2004/09/01/business/media/01conrad.htmlPerle Asserts Hollinger's Conrad Black Misled Him
By STEPHEN LABATON
Published: September 6, 2004
http://www.nytimes.com/2004/09/06/business/media/06perle.html?hpLast fall, as the board of Hollinger International prepared to oust its founding executive, Conrad M. Black, the director most protective and supportive of him turned to a friend and balked.
"This is a kangaroo court," a person recalled the director, Richard N. Perle, as saying in defense of Lord Black, who had been accused by investors of improperly siphoning millions of dollars to other companies he controlled.
But last week, Mr. Perle's view of Lord Black changed. Issuing his first public statements since being heavily criticized in an internal report for rubber-stamping transactions that company investigators say led to the plundering of the company, Mr. Perle now says he was duped by his friend and business colleague.
Mr. Perle, a top Pentagon official in the Reagan administration, wielded considerable influence in foreign-policy circles as recently as 2002 as an intellectual parent to the neoconservatives. He was named to the Hollinger board in 1994, joining other like-minded men selected by Lord Black, a self-made businessman from Canada who surrounded himself with conservative thinkers. He particularly did that at Hollinger, a global media company whose holdings at the time included The Chicago Sun-Times, The Jerusalem Post, The Sunday and Daily Telegraph and The Sydney Morning Herald.
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"With the notable exception of Perle, none of Hollinger's non-Black group directors derived any financial or other improper personal benefit from their service on Hollinger's board," the report said. "It is, of course, possible for a conflicted board member to act at least somewhat responsibly. As a conflicted executive committee member, however, Perle did not. Rather, his executive committee performance falls squarely into the 'head-in-the-sand' behavior that breaches a director's duty of good faith and renders him liable for damages."
Lord Black is charged with fraud
Media tycoon Lord Black has been charged with fraud by US regulators.
http://news.bbc.co.uk/1/hi/business/4014083.stm Perle, Ex-Pentagon Aide, May Face SEC Suit Over Hollinger Role
March 23, 2005
http://www.bloomberg.com/apps/news?pid=10000103&sid=aY248MKyPfdM&refer=usThe U.S. Securities and Exchange Commission has warned former Pentagon adviser Richard Perle that it may sue him for his role in the alleged looting of Hollinger International Inc., the Chicago-based media company once controlled by Conrad Black.
Perle, 63, a Hollinger director, said in a telephone interview that he received and responded to a so-called Wells notice, a formal warning that the agency's enforcement staff has determined that evidence of wrongdoing is sufficient to bring a civil lawsuit.
The SEC staff, which has reviewed Perle's response, plans to urge the regulatory body's commissioners to authorize a suit against him, according to people familiar with the matter.
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Perle said he didn't recall the specific allegations in the SEC's notice, and he referred questions about them to his lawyer, Dennis Block. Block, a partner at Cadwalader, Wickersham & Taft in New York, didn't respond to phone and e-mail messages seeking comment.