July 14, 2007
Black Ice

White collar theft is relatively unexciting as news stories go, but yesterday's verdict from a Chicago courtroom fosters a special sort of antipathy toward the insufferable Lord and Lady Black of Crossharbour. It's not so much the US$60 million the dark Lord allegedly helped misappropriate, or how calling a CBC journalist a slut isn't particularly appropriate conduct for a Lady of faux nobility—it's that following years of jaw-dropping hubris which left a trail of enemies from Jean Chrétien to Rupert Murdoch, a cocky plutocrat racked up a karmic debt much bigger than his bank account.
The Rise of Baron Black
Conrad Black developed a shrewd business acumen from an early age. After being expelled from Upper Canada College for selling stolen exam papers, he bounced around from school to school, eventually completing a law degree and a Master of Arts and landing a mentorship with Canadian business moguls John "Bud" McDougald and E. P. Taylor. McDougald was the chair of the Toronto-based Argus Corporation, founded by Taylor—a massive holding company that included Dominion grocery stores, farm equipment manufacturer Massey Ferguson and Hollinger Mines, among other major brands. When McDougald died in 1978, the 34-year-old Black convinced McDougald's widow to surrender a controlling interest in Argus, giving him voting control over the company. Black soon divested most of the company's assets and turned Hollinger Mines into a holding company, Hollinger Inc., which eventually became the only element run by Argus.
Hollinger, headquartered at 10 Toronto Street, was operated by Black's personal holding corporation, Ravelston, which became the parent of prestigious newspapers like London's Daily Telegraph, The Jerusalem Post, the Chicago Sun-Times, and a large number of community newspapers. Hollinger aquired Canadian newspaper empire Southam in 1998, including the Ottawa Citizen, Calgary Herald and the Edmonton Journal, bringing Hollinger's control to more than 400 newspapers.
Bothered with what he felt was a liberal, left-wing media bias in Canada, Black bought Sun Media's Financial Post in 1998 and launched Southam's flagship newspaper, the National Post, which was Canada's second national daily after the Globe and Mail. The Globe was the most conservative mainstream paper at the time, and the introduction of the National Post into the national landscape was a shot across the bow. The Globe soon canned longtime editor William Thorsell (now director and CEO of the ROM), who likened Conrad Black to the Captain of a Romulan ship uncloaking near the Enterprise. New editors from London's notorious Fleet Street were brought in who began poaching staff right and left from the Post, infuriating Black.
With the National Post hemorrhaging money and Hollinger acquiring significantly increasing debt, Southam and the Post were sold to CanWest through two deals in 2000 and 2001. CanWest Global, owned by Winnipeg's Israel "Izzy" Asper, attempted to abandon Black's right-wing ideology yet maintain much of its conservative readership despite close ties Asper had to the Liberal Party.
Enter Amiel
Black's union to Joanna Hirshon, which produced his three children, collapsed in 1992, and in that same year, he became the fourth husband of popular and controversial journalist Barbara Amiel. The outspoken Amiel wasn't born into money as Black was, which is often credited as a major factor in her icy toughness. She is best known for a 27-year stint writing her often cantankerous column for Maclean's, but was also an on-camera television journalist for CBC, CTV and TVOntario. Amiel became the first female editor of a major daily Canadian newspaper in 1983 when she assumed the role at the Toronto Sun, which lauded her as "right-wing and right on."
Soon after moving to London to write for The Times, new husband Conrad Black furnished a position for her at his Daily Telegraph and appointed her Vice-President, Editorial of Hollinger. Empowered, Amiel raised hackles not only through her controversial columns on Israel, homosexuality and welfare mothers, but also via her very public lifestyle as a moneyed socialite (with an increasingly British accent). The narcissistic power couple rapidly plowed through a long list of extravagances, from a US$530,000 holiday in French Polynesia to homes in London, New York and Palm Beach and the lease of two private jets.
The recent trial brought many of these extravagances to light—most notoriously, a US$63,000 60th birthday party for Amiel in New York that was attended by Michael Bloomberg, Donald Trump, cosmetics heir Donald Lauder, Vogue editor Anna Wintour and New York Daily News baron Mort Zuckerman. Guests drank their way through US$14,000 of wine and champagne, and US$43,000 of the party's cost was charged back to Hollinger as a business expense. An appropriate event for the woman who famously boasted how her "extravagance knows no bounds," but maddening to the staff of Hollinger's newspapers, many of whom were facing layoffs and pay freezes.
From Steerage to Peerage
With Black and Amiel's increasing obsession with status, hating the couple practically became a sport following Black's renunciation of his Canadian citizenship in 2001 in order to accept a vanity appointment in Britain's House of Lords. Calling his Canadian citizenship "an impediment," Black found himself under the wrath of former Canadian Prime Minister Jean Chrétien, who gleefully invoked the obscure Nickle Resolution, which forbade Canadian citizens from accepting British titles of privilege. Livid, Black renounced his citizenship and accused Chrétien for singling him out due to the National Post's criticism of the Liberal government.
Losing a lawsuit with Chrétien over the Nickle Resolution, Black was granted a British life peerage as Baron Black of Crossharbour, sitting in the House of Lords as a member of the British Conservative Party. In a wry attempt at humility when asked about interest in his public persona, Black replied, "I have largely attributed it to the fact that Canada is not that interesting a place rather than that I'm so interesting a person."
Honour Among Thieves
Near the end of 2003, Hollinger launched an internal inquiry over questionable bonuses paid to Black and two of his top lieutenants, which forced his resignation two months later. Hollinger launched a $200 million lawsuit against Black and his holding companies, and almost a year later, the U.S. Securities Exchange Commission filed criminal fraud lawsuits against Black and his compatriots, resulting in thirteen charges laid against him. The accusations demonstrated an alleged system of misappropriation in the form of tax-free "no compete" sham bonuses, which ultimately paid Black (and some of his executives) a substantial fee not to compete with himself.

One of the most serious charges Black faced was obstruction of justice. A damning video was produced from Hollinger security cameras that showed Black illegally removing thirteen boxes of documents in May of 2005. Black said they carried personal belongings he was retrieving after an order from Hollinger to vacate, but returned the boxes days later and claimed no contents had been removed. At one point during the video, Black is captured pointing directly at the security camera.
Facing multiple years in jail at the hands of an American court, Lord Black of Crossharbour came crawling back to Canada, begging for his citizenship and the chance to be tried for the charges in Canadian courts, which would allow for much sooner parole and a potentially more lenient sentence. With the government unwilling to do him any favours after publicly and definitively renouncing his citizenship, Black technically remained a foreigner facing criminal charges in another country. Yesterday's conviction of those criminal charges could mean that Black will be entirely inadmissible at the border.
Contempt
If there was one primary characteristic displayed by Lord and Lady Macbeth Black during the trial, it was their vitriolic contempt. They almost seemed irritated that a court would have the gall to take on such a powerful man, who believed that since Hollinger was his company, he could do with it whatever he pleased. Black was photographed flipping the bird to press photographers, compared the prosecution to Nazis and asserted that he was a victim of corporate "terrorists" attempting to wrest control. In a striking lapse of judgment, Amiel turned to two journalists, spitting "you are all vermin," and as the doors closed in her elevator, called CBC television Melanie Glanz a "slut" as Black's daughter giggled beside her.

With lawsuits and criminal charges flying, Amiel surrendered her position at Hollinger and the Daily Telegraph and resumed her column at Maclean's, penning a thinly-veiled criticism of the Michael Jackson trial that slammed overzealous prosecutors and the cult of celebrity she significantly benefited from. Last November, with her public image being raked over the coals, she wrote a column dripping with subtext about the persecution of Marie Antoinette.
Black's lawyers acknowledged his arrogance and belligerence to the court, claiming that assholery was not a basis of conviction. They even pleaded for the court to disallow anecdotes about loose-cannon Amiel, claiming that her "lightning rod" effect would unfairly influence the jury. The defense also argued that Black wouldn't be treated fairly by a jury since he was immensely wealthy and they were not.
In the end, Black would be acquitted of nine charges, but found guilty on three charges of criminal mail fraud, and the icing on the cake: obstruction of justice. He faces a US$1 million fine and a maximum 30 years in prison. His lawyer says Black will appeal.
Blackzilla Falls
The last few years have turned the stories of Lord and Lady Black into a caricature of hubris and excess, yet they've also seemingly reinforced the meshing of the two personalities as a unit—the powerful capo di tutti capi and his dangerous, whip-smart consigliere. The Blacks' repulsive notion that their money could buy nobility, however, betrayed shallow roots and subjugated their obvious brilliance. With Black probably headed for the clink and his wife's social circle in tatters, the couple now enjoys gleeful disgust at the hands of the plebeian common they so transparently detested.
There's no denying that Conrad Black is a business genius, but he is also a hoodlum whose megalomania still encourages the dysfunctional belief that no wrongdoing occurred. His frigid stare is legendary, but from now on, Black's hooded eyes will be known as those of a convicted swindler. Today, his tale is that of an embarrassment of riches, but minus the riches and plus a whole lot of schadenfreude.
Photo illustration and Hollinger photo by Marc Lostracco. Amiel photo via Maclean's; peerage portrait by Brian Smith.


Good job on this, Marc.
I especially love Darth Black. Dear god that man can sneer.
The media seems to be fixated with Black as tragic hero, yet to be a tragic hero does one not need redeeming and admirable features to begin with? To me Black is more of a vaudevillian villain just short of top hat and cape. As far as him being a brilliant businessman was not his first defining act of business swindling a grieving and naive widow of his business partner? Didn't the majority of the rest of his business career revolve around plunder and asset stripping?
Actually, his first defining act of business was while he was at Upper Canada College. He was expelled from that school for stealing exam papers and selling them to his friends. His business style goes way back.
I suppose one could suggest that this situation is a tragedy of sorts because had Black made different choices in his life, he would not be in the ruined situation he is in now. He did have the potential to do so much more with his talents. How ironic that the funeral of the beloved Ed Mirvish happened on the same day that this greedy, selfish sack of shit became a felon.
Moving money around doesn't make anyone a hero. Particularly not when it's other people's money.
....rosebud....
(1) "It's not so much the US$60 million the dark Lord helped misappropriate."
You are mistaking what the prosecution alleged v. what he was convicted on: ~2.9M. For what its worth, I hear the Lord is litigious, so you might be interested in correcting it.
(2) "The recent trial brought many of these extravagances to light—most notoriously..."
He was acquited of all charges related to these extravagances. Perhaps this should have been mentioned.
(3) "The accusations demonstrated an alleged system of misappropriation in the form of tax-free "no compete" sham bonuses"
This is overstated. As mentioned above, Black was acquitted of charges on non-competes totalling ~ 57M, including 40M related to the Canwest deal where it was found as fact that the buyer's requested the non-competes from the Defendants. The conviction on the two deals worth 2.9M stem from the fact that the buyers testified that they did not request non-competes from the defendants on these deals, thus it was reasonable for the jury to conclude that the defendants chose to "skim" theses non-competes for themselves. Of course, all of this was disclosed to the Board, the auditors, the shareholders, so it is difficult to see where the defendants tried to conceal their crimes - which is an essential element of a count of fraud.
Its an open question why the Buyer wouldn't have wanted non-competes from the named defendants, since a non-compete from Hollinger alone meant that any of the defendants could, the day after the sale, incorporate a new company and enter into direct competition with the buyer, with the advantages of knowing the local market and advertisers. In other words, there is a compelling business justification.
(4)"which ultimately paid Black (and some of his executives) a substantial fee not to compete with himself."
This is a cute phrase that the media has fixated on. It is also inaccurate. The non-competes were structured to take effect only when one of the named defendants left Hollinger. As such, it was to protect against a defendant doing exactly what was described in the paragraph immediately above. In other words, this too has a compelling business justification.
(5) obstruction of justice
Might someone detail the proceeding which Lord Black was found to have obstructed? I have followed the case closely and read all the news reports following the verdict and I am at a loss.
(6) Contempt.
I don't know if I agree. Black has great faith that the justice system in the US would exonerate him - not exactly holding the institution in comtempt, as you suggest. Where you see meglomania, I see naivity - he ignored that his stature, his wealth, his extravagance, etc., would all be used against him by the prosecution and would colour the charges against him.
* * * * *
Good job on the piece. I agree that Black's temperment and stature (and, more technically, his failure to testify on, at the very least, the obstruction charge) was his downfall.
Shouldn't we be looking at the root causes of Black's behaviors, the social and cultural issues that have led to this? Address the underlying issues, don't put more people in jail.
Thanks for the comments, x_the_x! My replies to your points:
(1) I modified the sentence to say "allegedly misappropriate," though skimming $60 million from Hollinger's shareholders is exactly what Black and his associates were charged with—hence "helped misappropriate."
(2) The trial brought his extravagances to light, but I'm not claiming that they had bearing on the charges, although Black did have an increasingly expensive lifestyle to maintain, and I doubt anyone would claim that he used the money he stole (ahem, allegedly) to help the homeless. I mean, he bought his fife a US$2.6 million dollar ring (now siezed).
(3) I don't think the focus on the "no compete" clauses were overstated at all. Even though these clauses are common in the newspaper industry, they facilitated a system of massive tax-free bonuses. Aside from the obstruction of justice charge, the non-compete clauses were the bread and butter of the case. This is how they were able to siphon the money to themselves with an intention to deceive, and in addition, the amount of these bonuses were unusually large.
Had the money been directed to Hollinger instead of Black and his pals, there would be no issue. As it stood, the bonuses skimmed from the non-compete agreements weren't approved by Hollinger directors, nor disclosed to shareholders.
(4) As I said, it's not the no-compete clauses that were unusual; it's how they were executed and if they were properly disclosed.
(5) The obstruction charge arose out of the security video (you can see the camera and the door Black used in my photo at the end of the article) showing Black removing documents from Hollinger when he had been ordered not to by the court. Black's rickety defense was that they were personal effects, though at least one box was visible on camera containing files. Black's personal assistant, Joan Maida, was stopped by security three hours before for attempting to remove five boxes (security was aware of the court order), but they didn't stop Black from removing the same ones later.
(6) Black had arrogance, not faith, in my opinion. He was a media baron, but he showed nothing but vitriolic derision and condescension for the media. He depended on lawyers to try and save him, but he publicly loathed the prosecution. He compared the prosecution to Nazis, but he tried to get his citizenship back so his sentence would be more lenient. He obviously believed that he could do whatever he wanted with his own company, with disdain for the shareholders. That's all pretty contemptuous.
My reply:
(1) See the new york times article (http://www.nytimes.com/2007/07/14/business/14react.html?ref=business). The prosecution alleged $60M, convicted on $2.9M (on over $2.5B in deals (or 1% of the value of those deals to Hollinger) I might add, but I concede that theft is theft). Excerpted:
"It is striking, then, that Mr. Black’s conviction in a criminal trial in Chicago yesterday came down to a mere $2.9 million he is accused of siphoning from the company he used to run directly — a far cry from the “corporate kleptocracy” that one former Securities and Exchange Commission chairman accused Mr. Black of running.
Mr. Black’s lawyers were quick to point out yesterday that he had actually been cleared of the “central charges” against him, all of them stemming from the sale of most of Hollinger International’s North American newspapers from 1998 to 2001, for proceeds of more than $2.5 billion"
* *
Is the basis of our disagreement that you are adding in the amounts paid to other defendants found guilty on those non-competes? If so, it still doesn't add up to $60M (the APC non-compete, for example, siphoned $5M for all three defendants - oh, and Kipnis, who gets jail time for forwarding draft agreements to opposing counsel and was not remunerated at all). Moreover, "helped misappropriate" is inaccurate, even if the number was correct, as there was no conviction on criminal conspiracy or racketeering - that is, no legal finding that the individual defendants acted in concert.
(3) I meant that you description of them as sham tax free bonuses was overstated, since the jury found them to be legitimate in most cases before the court, including the CanWest deal where about $40M of the purchase price was diverted to non-competes. I agree that they were central to the trial. (My objection more subtely is, that in describing non-competes as "tax-free sham bonuses", you are really just parroting the prosecution's trial strategy to portray a non-compete as unseemly or fraudulent on its face, and the fact that they were tax free even more so. In point of fact they were a legal and popular tax avoidance strategy and both tax evasion charges returned not guilty.)
(3) and (4) The non-competes were both disclosed to the Board and disclosed to investors in Hollinger's quarterly and annual filings. The Board members testified that, in the case of the former Governor of Michigan, that they "skimmed" Board materials and missed disclosure of the non-competes, and in the case of Kravis, that she "missed it". The concealment then - i.e., the fraud, as concealment is an essential element - is in not bringing the payments to the direct attention of the Board members, instead "slipping it through" in the regular board materials. I sense we disagree, but I don't think this measures up to fraud.
(5) I agree. My question was to what proceeding the court order arose from. My recollection is that the removal of the boxes violated an order of the Ontario Superior Court. It would be strange to say the least if you can get convicted of obstructing justice in the United States for violating the terms of an order governing a legal process in Canada. I have read suggestions that there was an SEC order in place at the same time, but I don't think that works either since everything in the boxes was disclosed to the SEC contemporaneously or before their removal. As such, I am confused as to where the obstruction arose - one would think that with a 20 year sentence attached to it, the charge might be a little clearer.
(6) Agree wholeheartedly about his contempt for shareholders. He had no business running a public company. As far as his attitude toward the prosecution, one might expect some animosity what with the multiple unproven allegations, the seizure of assets, the utterly pointless recitation of personal expenses and extravagances which amount to a show trial of one man's wealth, though as a student of history, one would have hoped Black would have avoided the odious Nazi comparison.