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For the week of July 8, 2005
By Michael Miner


You Snooze, You Lose

Conrad Black claims that if he has to pay back Hollinger International, Jim Thompson should too.

There was a time when Jim Thompson must have admired Conrad Black's chutzpah. The ex-governor joined the board of Hollinger International back in 1994, and he surely wouldn't have stayed if he'd been offended by chairman Black's arrogance and bravado. The makeup of the board Black chose -- Thompson, Henry Kissinger, and Richard Perle, among others -- reflected Black the man, not the marginally profitable chain of newspapers he'd put together.

But that was then. In the last year and a half Black and his sidekick David Radler lost control of Hollinger, which is now in court trying to recover hundreds of millions of dollars it accuses them of raking off. Thompson himself has been impugned. While the top brass "were treating Hollinger like their private piggy bank," alleged a shareholder suit filed by Cardinal Value Equity Partners, the board -- in particular Thompson's audit committee -- was "totally quiescent," closing its eyes to the "unfettered raid on Hollinger's finances."

In May, Black made a spectacular legal move. He, Radler, and three other defendants argued in a complaint filed in federal court that if they're found liable in the Hollinger suit -- "despite all the evidence to the contrary" -- Thompson and the two other audit committee members should help pay off the debt. Didn't Thompson, as head of the committee, meet annually with Radler to discuss Black's and Radler's management fees (which Hollinger now denounces as a boondoggle)? Didn't Thompson then submit the fees Radler had proposed to the full committee for approval, and didn't the committee always say yes? Of course Black and Radler assumed the fees were fair -- they'd "reasonably relied on the Audit Committee's unanimous approval."

Likewise, the "Audit Committee was deficient in reviewing and approving International's asset sales, related non-compete payments and other transactions" -- all of them being devices that Radler and Black allegedly used to sack the company. Black and Radler "had a right to rely in good faith" on the judgment of the committee members, for these were matters within their "professional or expert competence."

The complaint is a gleaming example of Black's brazen wit. He recasts Thompson, a former prosecutor, as the trusted elder whose duty was to keep the company on the straight and narrow but played the enabler instead.

Last week Thompson and the other two audit committee members, Marie-Josee Kravis and Richard Burt, filed a response to Black's complaint. They called it "legal nonsense" and compared it to a "complaint by a group of (alleged) bank robbers, sued by the bank to recover the loot, seeking to keep part of the loot by obtaining 'contribution' from a bank guard who (allegedly) failed to stop the robbery."

That's a pretty good analogy. I'll make it even better. The bank guard not only failed to stop the robbery but picked up the robbers at home and drove them to the bank, never noticing that they were masked and carrying guns.

Like everyone else, Thompson and the other audit committee members admit to nothing, but they argue that if they owe anyone it's Hollinger, and they've already settled. According to a tentative agreement worked out in May in the shareholder suit, Hollinger's outside directors will repay the company $50 million. That's serious asleep-at-the-switch money, but it'll come from Hollinger's insurers, not the directors' own pockets.

But Hello Beautiful! Is Safe?

WBEZ sank half a million dollars a year and a chunk of its prestige into Odyssey, a daily talk show hosted by Gretchen Helfrich whose selling points were thoughtfulness and civility. Less than four years after it was launched nationally, 30 stations around the country were carrying Odyssey, and just the other day the show was picked up in Washington, D.C.

But on June 30 the executive committee of the WBEZ board met, and later that day Helfrich was notified that WBEZ had decided to pull the plug. The board felt that the station could find something better to do with its money. Helfrich knew about the meeting and was worried, but not that worried. "I thought we might be told the board expressed concerns," she told me, "but I never thought I'd hear we'd been cut."

And that's not all. WBEZ is also dropping Schadenfreude, its two-year-old Saturday afternoon comedy show. And Stories on Stage, which has been around since 1993, is going on what general manager Torey Malatia is calling a one-year hiatus.

In a July 6 memo to WBEZ's staff, board members, and Community Advisory Council members, Malatia said production of Odyssey will end on September 30 and of Schadenfreude on August 31. "We own considerable archives of both which may continue to be broadcast for a short time after live production ends," he wrote, and added that Ron Jones, the vice president for programming, was working up local shows to replace them.

Odyssey's success in other cities made that show seem more prosperous than it was. "Carriage revenue is relatively low," Helfrich explained. "Shows don't usually rake in big carriage fees until they're huge hits."

Which the board decided Odyssey would never be? I wondered.

"Either that," she said, "or they weren't willing to give it time to happen. This is pretty sudden. This is not at all how I would have expected it to happen. But the board, the station, is entirely within its rights. I can't act all outraged."

Justin Kaufmann, executive producer of Schadenfreude, told me cancellation "says Chicago Public Radio may not be the place for this kind of experimental comedy." He always felt Malatia was behind him. He never thought the board was.

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