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Hollinger gives Conrad Black a veto on merger

Canadian holding company Hollinger Inc has given Conrad Black a veto on any merger or sale of major newspaper assets by Hollinger International, a Chicago-based subsidiary that is in a months-long battle with the Canadian-born businessman.

Toronto-based Hollinger, controlling shareholder of the US publisher, is attempting to introduce corporate bylaws that require unanimous consent of all Hollinger International directors on major matters.

Black resigned as chief executive of Hollinger International and was removed as chairman by the board after a dispute over how he ran the company and whether millions of dollars in payments made to Black and associates were properly approved.

Since Black, wife Barbara Amiel Black and longtime Black ally Dan Colson remain directors of Hollinger International, adoption of the bylaws would limit the power of Black's adversaries on the board.

Among other things, the bylaw would require that a "quorum of all the directors holding office is required for the board to take action" on matters that include approving a merger or a sale of assets that have a value of more than US$1 million.

"These bylaw changes will promote full and fair consideration by all Hollinger International directors of the proposed offer and any other major matters that may come before its board," said Peter White, Hollinger Inc's co-chief operating officer.

A spokeswoman for Hollinger International said the Canadian company's move "is being reviewed right now."

She confirmed reports that investment bank Lazard LLC has begun distributing bid books to potential suitors interested in buying Hollinger International or some of it assets, mainly the London Telegraph, the Chicago Sun-Times and the Jerusalem Post.

There were reports that Hollinger International has speeded up the process for a potential auction of assets in order to thwart a proposed deal between Black and British billionaire twins Sir David and Sir Frederick Barclay, who are offering to buy Hollinger Inc.

If the sale of the Canadian Hollinger goes through, a company controlled by the Barclays would replace Black as controlling shareholder of Hollinger International in exchange for about C$600 million (US$463 million).

That's because Hollinger Inc owns about 72 percent of the voting rights at Hollinger International, even though it owns only about 30 percent of its shares.
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