Non-compete fees emerge as most damaging issue

In the long list of grievances about Hollinger that Tweedy Browne filed to the Securities and Exchange Commission five months…

In the long list of grievances about Hollinger that Tweedy Browne filed to the Securities and Exchange Commission five months ago, the payment of $73 million (€62 million) in non-compete fees to Lord Black and other executives did not stand out as particularly more egregious than other Hollinger practices.

Lord Black had declared that the fees were paid at the insistence of companies that Hollinger International sold newspapers to, in order to prevent the chief executive or any members of Ravelston, his private group, from competing with the papers once they were disposed. The chief executive even pointed to a fax written by his long-time friend and recently deceased chairman of CanWest, Izzy Asper, which appeared to confirm that CanWest paid Lord Black and others $53 million personally at CanWest's insistence.

He also referred to the value he and other executives created by successfully selling Hollinger Intl assets, comparing the non-compete fees to bonuses - albeit tax exempt ones. Yesterday, however, the non-compete fees emerged as the most damaging revelation in the ongoing investigation into Hollinger International, leading to the unravelling of what remained of the peer's media empire.

A special committee investigating Hollinger determined that Lord Black and four other executives were paid $15.6 million in non-compete fees without the board's knowledge or approval.

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The statement corrects reports made to the SEC by Hollinger Intl in March 2002, in which the company said the payments in question had been authorised by directors, which they were not, and that they were made to "satisfy a closing condition" on the sale of some local US papers - which was also inaccurate.

Lord Black has agreed to repay Hollinger Intl $7 million in unauthorised fees, plus interest, by June 1st, 2004.

But news of the repayment and Lord Black's resignation as chief executive has not satisfied Tweedy Browne.

Ms Laura Jereski, the former Wall Street Journal reporter who now serves as the top Hollinger analyst for Tweedy Browne, says yesterday's press release "all but says [Lord Black] and his close cohorts were thieves, yet he is getting terms that I wouldn't get".

Ms Jereski says that the company's board has still not answered issues raised by Tweedy Browne concerning the bulk of the $73 million non-compete fees and $203 million in management fees that have been paid to top executives since 1995.

The case of CanWest, which so far represents the biggest non-compete payment to Hollinger, underscores Ms Jereski's point. The Canadian media group has admitted since the debacle emerged that it never insisted on paying Lord Black, or any other executives, non-compete fees as a condition to the company's $1.8 billion purchase of Hollinger titles.

The investigation into management fees, currently led by former SEC chairman Mr Richard Breeden, has also failed to explain how the company's audit committee determined management fees that appear wildly excessive compared with industry standards.