Executive Intelligence Review, Volume 31, Number 24, June 18
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Report of Investigation by the Special Committee of the Board of Directors
REPORT OF INVESTIGATION BY THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF HOLLINGER INTERNATIONAL INC. Gordon A. Paris, Chairman Graham W. Savage Raymond G.H. Seitz Counsel and Advisors Richard C. Breeden & Co. The Law Offices of Richard C. Breeden Counsel O’Melveny & Myers LLP August 30, 2004 TABLE OF CONTENTS Page I. INTRODUCTION AND EXECUTIVE SUMMARY 1 A. A CORPORATE KLEPTOCRACY 4 B. EVALUATING THE BOARD’S CONDUCT 31 II. GLOSSARY 48 III. PRINCIPAL FINDINGS 60 IV. ACTIONS BY THE SPECIAL COMMITTEE 72 A. SUMMARY 72 B. SCOPE OF INVESTIGATION 75 1. TORYS AND KPMG 79 C. EVENTS RELATING TO THE UNAUTHORIZED PAYMENTS 82 1. THE SEC CONSENT DECREE 87 2. THE DELAWARE LITIGATION 88 3. THE ONGOING SPECIAL COMMITTEE PROCESS 93 V. THE BLACK GROUP’S CONTROL OF HOLLINGER 94 VI. THE FIDUCIARY DUTY OF LOYALTY OWED BY COMPANY OFFICERS, DIRECTORS AND CONTROLLING SHAREHOLDERS 100 VII. EXCESSIVE MANAGEMENT FEES PAID BY HOLLINGER TO RAVELSTON 104 A. OVERVIEW 104 B. THE EXCESSIVE FEE PAYMENTS 111 C. THE MANAGEMENT SERVICES AGREEMENT AND NEGOTIATION OF THE ANNUAL MANAGEMENT FEE 123 D. UNWARRANTED AND EXCESSIVE COMPENSATION TO AMIEL BLACK 143 VIII. U.S. COMMUNITY NEWSPAPER TRANSACTIONS AND RELATED “NON-COMPETE” STYLED PAYMENTS 146 A. BACKGROUND 146 B. “NON-COMPETE” STYLED PAYMENTS TO HLG 155 1. AMERICAN TRUCKER 155 2. CNHI I 158 3. HORIZON PUBLICATIONS INC 163 4. FORUM COMMUNICATIONS CO 165 5. PAXTON MEDIA GROUP 167 6. CNHI II 168 IX. FRAUDULENT TRANSFERS OF HOLLINGER CASH TO BLACK, RADLER, BOULTBEE AND ATKINSON 171 A. $5.5 MILLION PAYMENTS IN FEBRUARY 2001 181 B. -
A Matter of Trust HOW the REVOLVING DOOR UNDERMINES PUBLIC CONFIDENCE in GOVERNMENT— and WHAT to DO ABOUT IT
A Matter of Trust HOW THE REVOLVING DOOR UNDERMINES PUBLIC CONFIDENCE IN GOVERNMENT— AND WHAT TO DO ABOUT IT Revolving Door Working Group October 2005 www.revolvingdoor.info The full text of this report is available online at www.revolvingdoor.info A Matter of Trust HOW THE REVOLVING DOOR UNDERMINES PUBLIC CONFIDENCE IN GOVERNMENT—AND WHAT TO DO ABOUT IT Revolving Door Working Group October 2005 The report as a whole is copyighted ©2005 by the Revolving Door Working Group. The authors retain individual or joint copyright ©2005 on their respective sections. www.revolvingdoor.info “The aim of every political Constitution is or ought to be first to obtain for rulers, men who possess most wisdom to discern, and most virtue to pursue the common good of the society; and in the next place, to take the most effectual precautions for keeping them virtuous, whilst they continue to hold their public trust.” — James Madison, Federalist Paper No. 57 This report was designed by Tim Hill, psycosm.com Table of Contents About the Revolving Door Working Group . 6 Executive Summary . 7 Introduction: The Revolving Door and Industry Influence on Public Policy . 10 Chapter 1: The Industry-to-Government Revolving Door . 14 How the appointment of industry veterans to key posts in federal agencies tends to create a pro-business bias in policy formulation and regulatory enforcement Chapter 2: The Government-to-Industry Revolving Door . 26 How the movement of public officials into lucrative private sector roles can compromise government procurement, regulatory policy and the public interest. Chapter 3: The Government-to-Lobbyist Revolving Door . -
9/11 Report”), July 2, 2004, Pp
Final FM.1pp 7/17/04 5:25 PM Page i THE 9/11 COMMISSION REPORT Final FM.1pp 7/17/04 5:25 PM Page v CONTENTS List of Illustrations and Tables ix Member List xi Staff List xiii–xiv Preface xv 1. “WE HAVE SOME PLANES” 1 1.1 Inside the Four Flights 1 1.2 Improvising a Homeland Defense 14 1.3 National Crisis Management 35 2. THE FOUNDATION OF THE NEW TERRORISM 47 2.1 A Declaration of War 47 2.2 Bin Ladin’s Appeal in the Islamic World 48 2.3 The Rise of Bin Ladin and al Qaeda (1988–1992) 55 2.4 Building an Organization, Declaring War on the United States (1992–1996) 59 2.5 Al Qaeda’s Renewal in Afghanistan (1996–1998) 63 3. COUNTERTERRORISM EVOLVES 71 3.1 From the Old Terrorism to the New: The First World Trade Center Bombing 71 3.2 Adaptation—and Nonadaptation— ...in the Law Enforcement Community 73 3.3 . and in the Federal Aviation Administration 82 3.4 . and in the Intelligence Community 86 v Final FM.1pp 7/17/04 5:25 PM Page vi 3.5 . and in the State Department and the Defense Department 93 3.6 . and in the White House 98 3.7 . and in the Congress 102 4. RESPONSES TO AL QAEDA’S INITIAL ASSAULTS 108 4.1 Before the Bombings in Kenya and Tanzania 108 4.2 Crisis:August 1998 115 4.3 Diplomacy 121 4.4 Covert Action 126 4.5 Searching for Fresh Options 134 5. -
Re: Request Under Freedom of Information Act (Expedited Processing Requested)
AMERICAN CIVIL LIBERTIES UNION I August 14, 2015 Ms. Michele Meeks Information and Privacy Coordinator Central Intelligence Agency Washington, D.C. 20505 Mr. Paul Jacobsmeyer OSD/JS FOIA Requester Service Center Office of Freedom of Information Department of Defense 1155 Defense Pentagon, Room 2C757 Washington, D.C. 20301-1155 Ms. Sheryl L. Walter Director, Office of Information Programs and Services AMERICAN CIVIL LIBERTIES U.S. Department of State UNION FOUNDATION Building SA-2 NATIONAL OFFICE 515 22nd Street, NW 125 BROAD STR EE T, 18TH FL NEW YORK , N Y 10004-2400 Washington, D.C. 20522-8100 T/21 2 549.2500 WWW.ACLU ORG Carmen L. Mallon Chief of Staff Office of Information Policy Department of Justice Suite 11050 1425 New York Avenue, N.W. Washington, D.C. 20530-0001 Melissa Golden Lead Paralegal and FOIA Specialist Office of Legal Counsel Room 5511, 950 Pennsylvania Avenue, NW Department of Justice Washington, DC 20530-0001 Re: Request Under Freedom of Information Act (Expedited Processing Requested) To Whom It May Concern: The American Civil Liberties Union and the American Civil Liberties Union Foundation (together, the "ACLU")1 submit this Freedom of 1 The American Civil Liberties Union is a non-profit, 26 U.S.C. § 50l(c)(4) membership organization that educates the public about the civil liberties implications of pending and proposed state and federal legislation, provides analysis of pending and proposed legislation, directly lobbies legislators, and mobilizes its members to lobby their legislators. The American Civil Liberties -
What Role for the Cia's General Counsel
Sed Quis Custodiet Ipsos Custodes: The CIA’s Office of General Counsel? A. John Radsan* After 9/11, two officials at the Central Intelligence Agency (CIA) made decisions that led to major news. In 2002, one CIA official asked the Justice Department’s Office of Legal Counsel (OLC) to clarify how aggressive CIA interrogators could be in questioning al Qaeda operatives held overseas.1 This request led to the August 2002 memorandum, later leaked, in which John Yoo argued that an interrogator crosses the line into torture only by inflicting pain on a par with organ failure.2 Yoo further suggested that interrogators would have many defenses, justifications, and excuses if they faced possible criminal charges.3 One commentator described the advice as that of a “mob lawyer to a mafia don on how to skirt the law and stay out of prison.”4 To cool the debate about torture, the Bush administration retracted the memorandum and replaced it with another.5 The second decision was made in 2003, when another CIA official asked the Justice Department to investigate possible misconduct in the disclosure to the media of the identity of a CIA employee. The employee was Valerie Plame, a covert CIA analyst and the wife of Ambassador Joseph Wilson. * Associate Professor of Law, William Mitchell College of Law. The author was a Justice Department prosecutor from 1991 until 1997, and Assistant General Counsel at the Central Intelligence Agency from 2002 until 2004. He thanks Paul Kelbaugh, a veteran CIA lawyer in the Directorate of Operations, for thoughtful comments on an early draft, and Erin Sindberg Porter and Ryan Check for outstanding research assistance. -
Download Legal Document
Case 1:04-cv-04151-AKH Document 449 Filed 02/15/11 Page 1 of 44 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK AMERICAN CIVIL LIBERTIES UNION, CENTER FOR CONSTITUTIONAL RIGHTS, PHYSICIANS FOR HUMAN RIGHTS, VETERANS FOR COMMON SENSE, DOCKET NO.: 04-CV-4151 (AKH) AND VETERANS FOR PEACE, Plaintiffs, v. Document Electronically Filed DEPARTMENT OF DEFENSE, AND ITS COMPONENTS DEPARTMENT OF ARMY, DEPARTMENT OF NAVY, DEPARTMENT OF AIR FORCE, DEFENSE INTELLIGENCE AGENCY; DEPARTMENT OF HOMELAND SECURITY; DEPARTMENT OF JUSTICE, AND ITS COMPONENTS CIVIL RIGHTS DIVISION, CRIMINAL DIVISION, OFFICE OF INFORMATION AND PRIVACY, OFFICE OF INTELLIGENCE POLICY AND REVIEW, FEDERAL BUREAU OF INVESTIGATION; DEPARTMENT OF STATE; AND CENTRAL INTELLIGENCE AGENCY, Defendants. SUPPLEMENTAL MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS’ MOTION FOR CONTEMPT AND SANCTIONS Case 1:04-cv-04151-AKH Document 449 Filed 02/15/11 Page 2 of 44 TABLE OF CONTENTS Page TABLE OF EXHIBITS ...............................................................................................................ii TABLE OF AUTHORITIES ......................................................................................................v INTRODUCTION........................................................................................................................1 BACKGROUND...........................................................................................................................3 I. THE INTERROGATION VIDEOTAPES.........................................................................4 -
The 9/11 Commission Report
Final1-4.4pp 7/17/04 9:12 AM Page 108 4 RESPONSES TO AL QAEDA’S INITIAL ASSAULTS 4.1 BEFORE THE BOMBINGS IN KENYA AND TANZANIA Although the 1995 National Intelligence Estimate had warned of a new type of terrorism, many officials continued to think of terrorists as agents of states (Saudi Hezbollah acting for Iran against Khobar Towers) or as domestic crim- inals (Timothy McVeigh in Oklahoma City).As we pointed out in chapter 3, the White House is not a natural locus for program management. Hence, gov- ernment efforts to cope with terrorism were essentially the work of individ- ual agencies. President Bill Clinton’s counterterrorism Presidential Decision Directives in 1995 (no. 39) and May 1998 (no. 62) reiterated that terrorism was a national security problem,not just a law enforcement issue.They reinforced the author- ity of the National Security Council (NSC) to coordinate domestic as well as foreign counterterrorism efforts, through Richard Clarke and his interagency Counterterrorism Security Group (CSG). Spotlighting new concerns about unconventional attacks, these directives assigned tasks to lead agencies but did not differentiate types of terrorist threats.Thus,while Clarke might prod or push agencies to act, what actually happened was usually decided at the State Depart- ment, the Pentagon, the CIA, or the Justice Department.The efforts of these agencies were sometimes energetic and sometimes effective.Terrorist plots were disrupted and individual terrorists were captured.But the United States did not, before 9/11, adopt as a clear strategic objective the elimination of al Qaeda. Early Efforts against Bin Ladin Until 1996, hardly anyone in the U.S.government understood that Usama Bin Ladin was an inspirer and organizer of the new terrorism. -
From the Editors
EIR Founder and Contributing Editor: Lyndon H. LaRouche, Jr. Editorial Board: Lyndon H. LaRouche, Jr., Muriel Mirak-Weissbach, Antony Papert, Gerald From the Editors Rose, Dennis Small, Edward Spannaus, Nancy Spannaus, Jeffrey Steinberg, William Wertz Editor: Nancy Spannaus Associate Editors: Ronald Kokinda, Susan Welsh ur Feature, on the 20-year history of the Schiller Institute, Managing Editor: John Sigerson O Science Editor: Marjorie Mazel Hecht founded by Helga Zepp-LaRouche in 1984, will be most especially Technology Editor: Marsha Freeman instructive to the young people who are now joining the LaRouche Special Projects: Mark Burdman Book Editor: Katherine Notley movement, fascinated by the high plane of ideas upon which the Photo Editor: Stuart Lewis LaRouches operate—by contrast with the pervasive banality of the Circulation Manager: Stanley Ezrol culture around us. Most of these youth were not yet born, when the INTELLIGENCE DIRECTORS: dramatic events of the early 1980s, described by Mrs. LaRouche in Counterintelligence: Jeffrey Steinberg, Michele Steinberg her article on page 6, were unfolding. Through her personal story of Economics: Marcia Merry Baker, Lothar Komp why she founded the organization; the excerpts we publish of her History: Anton Chaitkin speech to the Institute’s founding conference; and a timeline of the Ibero-America: Dennis Small Law: Edward Spannaus Institute’s activities, the reader will be amazed at the depth and Russia and Eastern Europe: breadth, the international scope and beauty, of the work that has been Rachel Douglas United States: Debra Freeman done, and is still being done. Always, Mrs. LaRouche has stressed INTERNATIONAL BUREAUS: that without beauty, as Schiller understood it, there can be no solution Bogota´: Javier Almario to the political-economic crises that are now upon us. -
1 Business Enterprises Outline I) Business Judgment Rule 1) Definition
Business Enterprises Outline I) Business Judgment Rule 1) Definition: Where a director is independent and disinterested, there can be no liability for corporate loss, unless the actions are such that no rational person could have done it (Waste). a) Gagliardi v. TriFoods: Gagliardi claims that management was breaching there duty and committing waste when they brought an extra factory, hired a consultant, and hurt the quality of the product. Plaintiff lost because the court is not going to step in to second guess the board. b) No liability for stupidity. c) The presumption is that the board of directors are acting well informed with good faith and loyalty the best interest of the company. (i) Shareholders have the burden of proof. (ii) Strength of presumption will vary depending upon breach alleged. 2) Shlensky v. Wrigley: Wrigley refused to install lights in field, alleged that it was to protect the neighborhood. Believed that baseball needs to be played during the day. Wrigley won, but would likely not fly in Delaware. However, there is a very high burden to prove waste. Essentially, has to be totally implausible. a) Either have to claim a breach of fiduciary duty, which would be hard to prove. That only leaves, waste with its high burden. II) Self-Dealing 1) HMG v. Gray, HMG and Fieber were negotiating a joint venture, Gray was the negotiator and was on HMG’s board. He became a silent partner with Fieber’s venture and did not disclose. a) Self-dealing occurred because the information was material and Gray was on both sides and received substantial financial benefit which he did not disclose. -
Detailed Table of Contents
Table of Contents Preface xxxi Acknowledgments xxxiii Chapter 1. Introduction to Business Organizations 1 A. How Is Business Conducted in the United States? 1 B. Introductory Principles 4 C. Introduction to Forms of Organization 4 1. Sole Proprietorships 5 2. General Partnerships 7 3. Limited Liability Partnerships 7 4. Limited Partnerships 8 5. Corporations 8 6. Limited Liability Companies 9 7. Other Forms of Organization 9 Statutory Close Corporation 10 Professional Corporations 10 Professional Limited Liability Company 10 Benefit Corporations 10 Low-Profit Limited Liability Company 11 Nonprofit Corporation 11 D. Considerations for Choice of Business Enterprise 11 1. Ease of Formation and Administrative Start-Up Costs 11 2. Continuity of Existence 12 3. Transferability 12 4. Management 13 5. Raising Capital 14 6. Taxation 14 Federal Income Tax Classification 14 Subchapter S Corporation 15 xi xii Table of Contents Allocating Profits and Losses and Differences Between Subchapter K and Subchapter S 18 Spotlight: The Tax Cuts and Jobs Act 19 7. Risk and Liability Exposure 20 Liability Shields: Comparing Entities 20 Veil Piercing 20 Midland Interiors, Inc. v. Burleigh 22 Veil Piercing in the Parent-Subsidiary Context 29 Veil Piercing and LLCs 30 Single-Member LLCs: Veil Piercing and Charging Orders 31 Spotlight: Start-Up Businesses 32 Ethics Issues 33 Chapter Summary 34 Applying the Concepts 35 Business Organizations in Practice 36 Chapter 2. Agency Law and Agency Relationships in Business Organizations 39 A. What Is an Agency Relationship? 39 B. How Are Agency Relationships Formed? 40 Shiplet v. Copeland 41 C. Agents, Authority, and Contract Liability 47 1. -
Government of the Shadows : Parapolitics and Criminal Sovereignty
GOVERNMENT OF THE SHADOWS Parapolitics and Criminal Sovereignty Edited by Eric Wilson PLUTO PRESS www.plutobooks.com WWilsonilson 0000 pprere iiiiii 99/12/08/12/08 115:23:085:23:08 First published 2009 by Pluto Press 345 Archway Road, London N6 5AA and 175 Fifth Avenue, New York, NY 10010 www.plutobooks.com Distributed in the United States of America exclusively by Palgrave Macmillan, a division of St. Martin’s Press LLC, 175 Fifth Avenue, New York, NY 10010 Copyright © Eric Wilson 2009 The right of the individual contributors to be identifi ed as the authors of this work has been asserted by them in accordance with the Copyright, Designs and Patents Act 1988. British Library Cataloguing in Publication Data A catalogue record for this book is available from the British Library ISBN 978 0 7453 2624 5 Hardback ISBN 978 0 7453 2623 8 Paperback Library of Congress Cataloging in Publication Data applied for This book is printed on paper suitable for recycling and made from fully managed and sustained forest sources. Logging, pulping and manufacturing processes are expected to conform to the environmental standards of the country of origin. The paper may contain up to 70 per cent post consumer waste. 10 9 8 7 6 5 4 3 2 1 Designed and produced for Pluto Press by Chase Publishing Services Ltd, Sidmouth, England Typeset from disk by Stanford DTP Services, Northampton, England Printed and bound in the European Union by CPI Antony Rowe, Chippenham and Eastbourne WWilsonilson 0000 pprere iivv 99/12/08/12/08 115:23:095:23:09 For Selina, who came to learn to love to listen to Charley Patton, screamin’ and hollerin’ the blues WWilsonilson 0000 pprere v 99/12/08/12/08 115:23:095:23:09 Contents Acknowledgements viii Introduction: Parapolitics, Shadow Governance and Criminal Sovereignty 1 Robert Cribb PART I: THEORETICAL PERSPECTIVES 1. -
OPERA – Fiche Sociographique - Défense
OPERA – fiche sociographique - défense Prénom, Nom: George J. Tenet Contact : Catégorie : Exécutif Démocrate Dates de naissance / décès : 5 janvier 1953 Lieu de naissance : New York City, NY Genre : Male Lieu de résidence (si DC avant l’accession à un poste retenu, avec si possible l’année de l’emménagement à DC): Formation : BA/BS BS in foreign service, Georgetown U, 1976 MA/MS Master of International Affairs, Columbia Un., 1978 PhD Law degree (JD…) ROTC1 Autre Profession initiale : 1 n’est pas une formation mais un programme pour entrer dans l’armée W. Genieys, Operationalizing Programmatic Elites Research in America, OPERA : ANR-08-BLAN-0032. 1 Carrière : 1985 – 86 : legis. asst. to Sen. H. John Heinz III, Senate Select Com. on Intelligence, Washington 1986 – 89 : designee to vice chair Sen. Patrick J. Leahy, Senate Select Com. on Intelligence, Washington 1989 – 93 : dir. oversight of arms control negotiations Soviet Union/US, Senate Select Com. on Intelligence, Washington 1993 : staff dir. to chmn. Senator David Boren, Senate Select Com. on Intelligence, Washington 1993 – 95 : mem. presdl. transition team, Nat. Security Coun., Washington 1995 – 96 : dep. dir., CIA, Washington 1995 – 97 : spl. asst. to pres., sr. dir. intelligence programs, Nat. Security Coun., Washington 1996 – 97 : acting dir., CIA, Washington 1997 – 2004 : dir., CIA, Washington 2004 – 2007 : disting. prof. in practice of diplomacy, Edmund Walsh Sch. Fgn. Svc. Georgetown U., Washington 2004 – 2007 : sr. rsch. assoc. Inst. Study of Diplomacy, Edmund Walsh Sch. Fgn. Svc. Georgetown U., Washington 2004- : Sr. rsch. assoc. Inst. for the Study of Diplomacy, Washington 2005- : bd. dirs. L-1 Identity Solutions, Inc.