When the Ontario Securities Commission went after Conrad Black, David Radler and others in 2005 over alleged misconduct at the Hollinger newspaper empire, the commission came out swinging and issued a 43-page statement of allegations.
But when the OSC finally resolved its case against Mr. Radler on Wednesday, the outcome was far less spectacular. Mr. Radler received no sanction, no financial penalty and no requirement to contribute even some of the costs of the commission’s lengthy investigation. Paying at least a portion of costs is common in OSC cases.
Instead, Mr. Radler signed a series of undertakings including agreeing not to serve as an officer or director of a public company in Ontario. And even that can be revoked at his request.
The undertakings also don’t apply outside of Ontario or to private companies anywhere, something critical to Mr. Radler who lives in Vancouver and co-owns Alberta Newspaper Group, a private newspaper company.
OSC Commissioner Christopher Portner approved the deal after a hearing that lasted barely 15 minutes. OSC lawyer Johanna Superina declined comment afterward, leaving spokeswoman Carolyn Shaw-Rimmington to explain the outcome.
“As staff indicated at the settlement hearing, Mr. Radler was punished through the U.S. criminal proceedings, and today’s order is intended to be protective of the Ontario capital markets in keeping with Commission’s mandate,” she said.
Ms. Shaw-Rimmington added that the OSC dealt with Mr. Radler under a section of the Ontario Securities Act that did not allow for administrative penalties or disgorgement orders.
Mr. Radler, who did not attend the hearing, welcomed the decision. “I’m happy it’s over,” he said.
It’s a far cry from seven years ago when the OSC spent 17 months investigating Toronto-based Hollinger Inc. and then joined regulators and prosecutors in the United States in levelling a host of charges against Mr. Radler, Lord Black and two other former Hollinger executives: John Boultbee and Peter Atkinson.
In March, 2005, the OSC filed a lengthy statement of allegations, accusing Mr. Radler and the others of diverting funds, improper financial disclosure, and making “misleading or untrue” statements in official filings. In total, the OSC claimed the men had authorized the diversion of more than $100-million in non-competition payments and breached fiduciary duties at Hollinger’s Chicago-based subsidiary, Hollinger International Inc. By then, the U.S. Securities and Exchange Commission had filed a similar case against the same executives in a Chicago court and U.S. federal prosecutors were about to lay criminal charges.
Within months, the OSC case went on hold after prosecutors in Chicago charged the men with several counts of fraud. Mr. Radler pleaded guilty to one count and testified against the others. Lord Black, Mr. Boultbee and Mr. Atkinson were eventually convicted of one fraud charge and Lord Black was also convicted of obstruction of justice. They all went to jail for various terms with Mr. Radler given a 29-month sentence. He served roughly 10 months, was released in 2008 and returned to the newspaper business in Vancouver.
Mr. Radler has also settled with the SEC. Under that settlement, reached in 2007, he was permanently banned from serving as an officer or director of a public company in the U.S. and paid $28-million in disgorgement of profit and penalties.
The OSC case against Lord Black, Mr. Boultbee and Mr. Atkinson continues.