It would be fair to say Conrad Black’s spectacular and much publicised difficulties are being presented by him as a struggle between a capitalist libertarian (yay!) versus evil regulatory statists (boo!)…
The name-calling between the parties has been ugly, however, with Lord Black filing a libel suit in Canada against Mr Breeden and other Hollinger International directors, accusing them of waging a “campaign of defamation”. He was being persecuted by “truly evil people”, among them “Breeden and his fascists”, who represent “a menace to capitalism as any sane and civilised person would define it”, he complained in court documents.
But is that indeed the case? I am in no position to judge the truth or otherwise of the specific allegations but it seems to me what is at issue here is did Black (et al) fail in their fiduciary responsibility to the shareholders for whom they were actually working? Moreover, did were those shareholders actively defrauded by Black and his colleagues?
Again, I have no idea but I would be very leery of assuming this matter has any first order ideological dimensions at all.
While it’s not yet clear whether or not Lord Black acted illegally, it is clear he ran his companies in a way which enriched voting stockholders (chiefly himself) by transferring assets to them, and which did not give nonvoting stockholders the returns they might have expected given Hollinger’s cashflow.
A libertarian defence for Black could be that anyone who buys nonvoting stock knows this kind of thing might happen, and that such risks are reflected in a lower share price relative to voting stock. But I’m not convinced of it…
The inquiry needs to focus on whether the board of directors discharged their fiduciary duties.
Shareholders, even majority shareholders, have few if any fiduciary duties to each other.
The board, on the other hand, is obligated (and rightly so) to look out for the interests of all shareholders equally.
ehh, no the inquiry needs to focus on whether Lord Black stole money from the companies he ran on behalf of his shareholders. Only, when his, and his colleagues, culpability has been established can anyone start talking about breach of fiduciary responsibility by other directors.
Not really, there is still a fiduciary duty to non-voting shareholders not to simply appropriate the value of the company for private use, and if that duty was not discharged, then the shareholders have a legitimate beef with Black.
I’ve always had a soft spot for Conrad Black and Barbara Amiel, but I’m certainly not in a position to address the specifics of the case. One thing to bear in mind though is that Lord Black is not being criminally prosecuted. What’s being reported is an exchange of claims to go before the court in a civil case.
No litigator (particularly not where a contingency fee is involved) is going to be caught out underclaiming. That might diminish the scope for any actual award or settlement. So of course both sides will put the most unfavourable view of their opponent on any possible interpretation of a partial view of the evidence.
If any shareholders children were adventitiously missing, the plaintiffs would be claiming the Blacks ritually killed and ate them, and the Blacks that they were being hidden so that (1) rare paranoid familial disorders that their parents also suffered from might not be disclosed, and (2) a conspiracy to bring the cannibalism charge might be maintained.
As Proudhon would have said if he’d been a libertarian: No property is theft.
I am shocked, shocked, to learn from the Hollinger investigation that the noble Lord Black and his confreres only took 95% of the group’s net earnings over seven years. Fancy leaving $20m for those miserable ingrates known as “shareholders”. Didn’t they know what they were getting into when they bought voteless stock? Besides, that Barbara Amiel was quite a high-maintenance gal.
And at the end of it, poor Richard Perle winds up broke after getting $5.4m for his invaluable services losing money for Hollinger. Now the board has the nerve to call him a “faithless fiduciary” and seek repayment. So maybe the eminent neocon didn’t keep his eye on the ball– don’t these hairsplitters understand how busy the Prince of Darkness was sniffing out enemy nations for the Bush administration?
Guy Herbert: “One thing to bear in mind though is that Lord Black is not being criminally prosecuted.”
Just you wait. Hollinger was traded on Wall Street. The SEC and FBI are watching this affair closely.