Black provided a report to the inc. board regarding the restructuring
proposal. in that report, he focused the inc. board on June 1, 2004 as the target date
that inc. needed to weather in terms of cash flow because that was the date about
which the Strategic process was expected to end …
Knowing [this] … and knowing that the international Board was relying upon
the contractual commitments he had made … Black used this breathing room to
pursue transactions in violation of the restructuring proposal. most notably, on
november 17, 2003, Black began to turn the Barclays away from their interest in a
direct purchase of The Daily Telegraph and towards a purchase of inc.