Accounting 101:
The CEO, indeed all the officers of a corporation, have a legal fiduciary responsibility to conduct themselves so there is no conflict between their actions and the best interests of the shareholders. Note that they must act for all the shareholders, not just a few, and not just act for the controlling shareholders. They must consider the minority shareholders and the majority of shareholders who do not have representation on the board. When Black and Radler made the move into the US they sought additional capital with a public share offering. In exchange for money raised they were required to be subject to US laws and the bound by the rules and oversight of the Securities and Exchange Commission (SEC). In other words Black's arrogant and quaint notion of "Proprietorship" doesn't fit with the practice of corporate governance, nor the reality of US law. He's in deep trouble if he's misappropriated assets for personal use that rightfully belong to the corporation. The accounting principle taught in the first week of the first semester is "Entity". The corporation is separate from the owners. Corporate funds and personal funds should never be co-mingled.

Governance:
US rules about disclosure and governance are somewhat more stringent than Canadian corporate law. However, CEO Black knew enough about the way things work to appoint weak, ineffective directors to oversee Hollinger. Josee-Marie Kravis testified she didn't read the "non-compete" information although she was on the audit committee. Independent directors Richard Burt and former Illinois Governor James R. Thompson were on Hollinger's audit committee but they didn't question the non-compete payments, nor the fact that they had not been proposed but were being presented for approval after the fact.  

It doesn't matter if, for example, Richard Perle knows squat about corporate strategy or operations. Once he's appointed company director through whatever cozy, comfy, clubby, cronyism Con can concoct, he's a decider. Perle and the rest of the board could give legal sanction to almost any of Black's activities. So Black stacked his corporate board, chaired the meetings and was able to operate with great latitude because the board was lax about rules and procedures. The board didn't show much interest in good behaviour and weren't particular about their duty to protect the best interests of all the shareholders. Black will not be convicted on charges related to the extravagance of his vacation, nor his wife's birthday party if those on the board approved his expenses according to company policy. On this point I agree with Black's supporters such as Mark Steyn. He will not be found guilty of extravagance. Envy will not be a factor. But there's more to this story.

Slate's Daniel Gross tells a tale about the relationship Black and Perle had.

... Perle tried to hit up Hollinger for a $25 million commitment, with $2.5 million up front. Black resisted, in part because Black, a world-class chiseler himself, felt he was getting chiseled by Perle. On Feb. 1, 2002, Black wrote a memo questioning Perle's habit of submitting personal bills for reimbursement: "I have been consulted about your American Express account which has been sent to us for settlement. It varies from $1,000 to $6,000 per month and there is no substantiation of any of the items which include a great many restaurants, groceries and other matters."

Black knew full well how to live the high life without having to pay with his own personal money. He used the company jet, the company condominium, the company credit card all on the expectation the board would approve, even if $600,000 items like a vacation in Bora Bora, were pushing the limits a bit.

Black's troubles began when investor Christopher H. Browne, of Tweedy Browne, noted that Black and others had received payments he considered unusual. In addition those payments did not appear to have been disclosed in SEC filings. Furthermore the payments to Black, Radler, and their holding company seemed excessive. At the time Browne was not on the board of directors although his firm held about 18% of the Hollinger. He contacted the independent directors with his questions.  "I'm not critical of how people want to live as long as they're spending their own money"

 Businessweek: Not So Fast, Lord Black  In 2004:

On Aug. 30, Christopher H. Browne finally got an answer to the question he had been asking for three years. In a 513-page report, a special board committee of Chicago-based newspaper publisher Hollinger International Inc. (HLR ) explained how much the company's longtime CEO and still-controlling shareholder, Conrad Black, and other managers had been paid over the previous years, and what role the board had played in the payments. According to the report, Black and a few others had transferred to themselves from 1997 to 2003 more than $400 million -- 95% of the company's entire net income -- in what board investigators coined a "corporate kleptocracy." Black was fired as chairman in January...

Non-Compete Payments
Assistant US Attorney Julie Rudner summarized the case against Black by saying it was "...stealing, plain and simple"... "He paid himself not to compete with himself". The heart of the case against Black and the other defendants is about a subsidiary of Hollinger called APC (American Publishing Co.) Although Canadian Tax Professor Jinyan Li was considered an impressive witness on non-compete payments regarding other transactions such as the sale of Hollinger assets to CanWest, the APC deal is quite different. In it Black and others received non-compete payments when they were self dealing. It was not necessary for them to promise to themselves not to compete with themselves. It wasn't necessary to pay themselves not to compete.  That's just what's expected of a company's officers under their normal fiduciary responsibilities. Nor was it in the best interests of the shareholders to pay. Nor was it disclosed appropriately said shareholder Tweedy Browne. In my opinion it is the APC related charges that will resonate with the jury and result in convictions.

Obstruction
What can you say? Black was under court order not to remove items from his Toronto office. He was caught on security camera removing 13 boxes and placing them in his limousine. Oops? Busted! Guilty.

Finally
Of the 14 charges against Black I predict that the jury will convict on two minimum and possibly four maximum. There will be appeals. However, in the meantime, don't expect Judge St. Eve to show much mercy. The jury doesn't know that Black misled the court about the extent of his assets. They don't know the judge ordered Black to cough up another $1 million cash in addition to his $20 million bond while awaiting trial.

From the time Conrad Black was a Canada's teen celebrity heir he has established his public reputation. Unfortunately when he was caught cheating at Upper Canada College he didn't learn his lesson. Life, observed from the back of a limo, appears to have taught him that ordinary rules don't apply to him or his Peers.

He'd better bring a toothbrush when the jury returns the verdicts. I hope Black's more dignified in the prisoner's box than America's own celebrity heiress. I hope he doesn't cry out, or whimper "Mom, Mom... It's not fair. It's just not fair".