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FINDINGS OF FACT
Some of the facts have been stipulated, and the stipulated
facts are incorporated in our findings by this reference.
Petitioner’s principal place of business was in Chicago,
Illinois, at the time that the petition was filed. Petitioner is
a party to this case solely in its capacity as agent and
successor of The Times Mirror Co., Inc. (Times Mirror).
Background
A. Times Mirror
Before its merger with petitioner, Times Mirror was a
Los Angeles-based news and information company. In June 1995,
Times Mirror hired Mark H. Willes (Willes) to serve as its
president and chief executive officer. Willes became chairman of
Times Mirror’s board of directors in January 1996. Willes’s
business philosophy favored a streamlined operation that
concentrated on “core” businesses.
After June 1995, Times Mirror embarked on a program of
restructuring its businesses, which included focusing on
newspaper publishing. In late 1996, Times Mirror undertook a
series of transactions that resulted in its owning 50 percent of
the Shepard’s McGraw-Hill legal publishing unit (Shepard’s) in a
joint venture with Reed Elsevier (Reed), a publishing and
information enterprise not itself a legal entity but rather a
collective reference to Reed Elsevier plc, a United Kingdom
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Last modified: May 25, 2011