Exhibit 14

J.L. HALSEY CORPORATION  CODE OF BUSINESS CONDUCT AND ETHICS Adopted on September 25, 2003

Purpose

J.L. Halsey Corporation (together with its subsidiaries, the "Company") strives to apply high ethical, moral and
legal principles in every aspect of business conduct. This Code of Business Conduct and Ethics (this "Code") describes the Company's principles and
policies regarding the standards of conduct to be followed by Company employees, independent contractors, agents (collectively, "Employees") and
directors when acting on the Company's behalf. In order to maintain the Company's ethical standards, Employees and directors must be committed to using their good sense and best judgment to adhere to
the principles and policies contained in this Code at all times.

General Policy

The Company requires its Employees and directors to strictly observe all laws and regulations applicable to the Company or the conduct of its business, regardless
of where the Company conducts its business. If a law conflicts with this Code, the law must be followed; however, if a local custom or policy conflicts with this Code, this Code must be followed. Each
Employee has the personal responsibility to adhere to these standards and apply them in good faith and with reasonable business judgment. Any Employee who does not adhere to these standards is acting
outside the scope of his or her employment, agency or independent contractor relationship.

In
addition to complying with applicable laws and regulations, all Employees should observe high standards of business and personal ethics when performing assigned duties and should
perform all assigned duties to the best of their ability. This requires using honesty and integrity when dealing with other Employees, the public, the business community, stockholders, customers,
suppliers and governmental and regulatory authorities. Employees and directors must act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts to
others or allowing their business judgment on behalf of the Company to be subordinated to other interests. Employees and directors should also promote honest and ethical behavior by others in the work
environment.

It
is impossible for this Code to contain specific instructions to fit all situations that may arise. The examples of prohibited conduct contained in this Code are not
all-inclusive. The Company reserves the right to determine if any conduct is unethical or dishonest and prohibited by this Code, whether or not the conduct is specifically identified.

It
is the responsibility of all Employees and directors to review this Code and to report any violation or apparent violation in accordance with the section of this Code entitled
"Reporting Violations of this Code." Any violation of this Code that also constitutes a violation of applicable law may result in civil or criminal
prosecution by the Company or an appropriate governmental authority. Violations of this Code may also result in disciplinary action including termination of the agency or independent contractor
relationship or discharge from employment without severance, separation or similar benefits. Similar disciplinary measures may apply to any Employee who directs or approves prohibited activities or
has knowledge of them and does not move promptly to correct or report them.

It
is a violation of this Code for any Employee or director to retaliate, directly or indirectly, against any other Employee or director who reports a violation in good faith, or to
encourage other Employees or directors to so retaliate.

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Waivers

Only the Board of Directors (the "Board of Directors") or a committee of the Board of Directors may grant a waiver
of this Code. Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the waiver is necessary,
appropriate, or in the best interest of the Company and be willing to comply with any procedures that may be required to protect the Company in connection with such a waiver. If a waiver of this Code
is granted for the chief executive officer, principal financial officer, principal accounting officer, controller, treasurer, any person performing similar functions or any other person designated by
the Company as a "senior financial officer" for purposes of this Code (the "Senior Financial Officers") or any other executive officer or director, any
required public disclosure shall be made promptly in accordance with applicable legal requirements and stock exchange regulations.

Compliance with Laws, Rules and Regulations

Obeying the law both in letter and in spirit is a pillar upon which the Company's ethical standards are built. Although Employees and directors of the Company are
not expected to know every law that is applicable to the Company's business, it is important that Employees and directors know enough to ask questions and seek advice from supervisors, managers,
lawyers or other appropriate personnel if they have any doubt regarding the legality of any action taken, or not taken, on behalf of the Company.

Trading
in securities of the Company on the basis of material, non-public information is unethical and illegal. It is also illegal to communicate (or "tip") material,
nonpublic information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as "insider trading." Material information is all
information that a reasonable investor would consider important in deciding whether to buy, sell or hold securities. Examples of types of material information include, but are not limited to:



All
Employees and directors must comply with the Company's Policy on Insider Trading, which discusses these matters in more detail.

Employees
and directors who have been notified that they are subject to the Company's Policy Regarding Special Trading Procedures and the Company's Policy on Compliance with Short-Swing
Trading and Reporting Laws must comply with those policies.

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Confidentiality

Employees and directors shall maintain the confidentiality of information entrusted to them by the Company or its customers and others with whom it does business,
except when an appropriate officer of the Company authorizes disclosure or disclosure is legally mandated. The obligation to preserve confidential information continues even after employment, agency,
independent contractor relationship or a directorship with the Company ends. Confidential information includes all non-public information that if disclosed might be of use to competitors
or harmful to the Company or its customers, and all non-public information that is learned about the Company's past, present and prospective suppliers, customers and Employees that is not
available generally to the public. Other examples of confidential information include but are not limited to:



Conflicts of Interest

A conflict of interest occurs when an individual's private interests conflict in any way with the interests of the Company as a whole. This situation can arise
when an Employee or director takes an action or has an interest that may make it difficult, both objectively and effectively, to perform his or her work on behalf of the Company. Conflicts of interest
also arise when an Employee or director, or a member of his or her family or household, receives improper personal benefits as a result of his or her position in the Company.

Employees
and directors must avoid conflicts between personal interests and the interests of the Company, or even the appearance of such conflicts. The appearance of a conflict of
interest can often be as detrimental as a conflict itself. Employees and directors should exercise sound judgment before committing to any activity or participating in any transaction that could
potentially create such a conflict of interest. Any Employee or director who becomes aware of a conflict or potential conflict should bring it to the attention of the appropriate personnel in
accordance with the procedures described in the section of this Code entitled "Reporting Violations of this Code."

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An
important way to deal with potential conflicts of interest is through advance disclosure to the Board of Directors or a committee of the Board of Directors. Prior disclosure does not
suggest potential wrongdoing, but it helps eliminate embarrassing misunderstandings, while allowing someone not involved in the potential conflict situation to determine objectively whether the
Company's interests are affected. An Employee or director should always err on the side of disclosure when uncertain about whether or not certain circumstances require disclosure.

Because
related party transactions create a conflict of interest and the potential for abuse of a related party's position within the Company, no Employee or director may directly or
indirectly enter into any transaction or other business arrangement with the Company unless the Company and the relevant Employee or director follow all applicable approval procedures and other
requirements adopted from time to time by the Board of Directors.

It
is almost always a conflict of interest for an Employee to work simultaneously for a competitor, customer or supplier. No Employee is permitted to work as a consultant or director of
any competitor without the approval of the Board of Directors. Employees should also avoid any direct or indirect business connection with the Company's customers, suppliers or competitors, except on
the Company's behalf. No Employee may act on behalf of the Company in any transaction involving the Employee, or persons or organizations with which such Employee, or a member of his or her family or
household, has any direct or indirect pecuniary interest. It is a conflict of interest for an Employee or director or his or her immediate family members to own an interest in the business of a
supplier, or be a creditor of a supplier, unless the interest is represented by a publicly traded security and the Employee or his or her immediate family member owns no more than 1% of any class of
outstanding securities of the supplier.

Below
are important factors to consider in order to avoid conflict of interest situations:



Corporate Opportunities

Employees and directors of the Company generally owe a duty to the Company to advance its legitimate interest when the opportunity to do so arises. Employees and
directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position, whether the opportunity is taken
during their relationship with the Company or after the relationship terminates (for example, an Employee may not take an opportunity for himself or herself or a future employer if the Employee
learned of the opportunity while with the Company). Unless approved by the Board of Directors, employees are also expected to spend all of their business time and their entire business focus in
pursuit of the Company's interests and the creation of stockholder value and may not use Company property, information or position to further the Employee's direct or indirect pecuniary interests, for
other personal gain or to compete with the Company.

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Gifts

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain advantage with or give
advantage to customers or suppliers (or any specific individual employed by customers or suppliers). No gift or entertainment should ever be offered, given, provided or accepted by any Employee,
director or family member of an Employee or director unless it: (i) is not a cash gift, (ii) is consistent with customary business practices, (iii) is not excessive in value,
(iv) cannot be construed as a bribe or payoff and (v) does not violate any laws or regulations.

No
Employee or director may (i) use a Company supplier, consultant or subcontractor to work on his or her personal business, or those of related persons, or (ii) pay, offer
to pay, or give anything of value to another Employee or director as an inducement or compensation for work-related services. No bribes, kickbacks or other similar unlawful or improper
remuneration will be given by any Employee or director to any person or entity or will be accepted by any Employee or director from any person or entity to obtain or retain business, or for any other
reason whatsoever. No Employee or director will make any unlawful preferential extension of credit to any other Employee or director, or to any current or prospective customer or any officer, director
or principal stockholder of any current or prospective customer.

If
you receive an offer of a gift or entertainment that is not explicitly prohibited, you should also consider the following factors prior to making your decision to accept the gift or
entertainment:



Protection and Proper Use of Company Assets

All Employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the financial soundness,
integrity and profitability of the Company. Company assets may not be used for any unlawful or improper purpose. Company assets and equipment should only be used for Company business, although
incidental personal use of assets may be permitted in limited circumstances contemplated by policies the Company may adopt from time to time.

All
information, documents, and computer databases that are obtained or produced during an Employee's employment with the Company are the property of the Company and may not be removed
from the Company's premises without authorization. This information may not be used for the Employee's personal benefit or the benefit of any person other than the Company during or after an
Employee's employment with the Company. Misuse of Company furnishings, equipment, technology (including inappropriate internet usage), supplies or other assets, or removal of such assets from Company
facilities, is prohibited.

These
policies apply equally to property created, obtained or copied by or for the benefit of the Company (such as customer lists, files, reference materials, reports, computer software,
data processing systems, databases and the like). Neither originals nor copies may be used for purposes other than Company business. These assets and the tangible contributions an Employee makes to
their development and implementation, whether directly or indirectly, while employed within the Company are the Company's property, remain Company property even if the Employee leaves employment
within

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the
Company, and cannot be taken, copied or destroyed by the Employee following or in contemplation of employment termination.

Company Records

All Company books, records, accounts, funds and assets must be maintained to reflect fairly and accurately the underlying transactions and disposition of Company
business in reasonable detail. Falsifying or destroying Company books or records, other than in accordance with any policy the Company may implement from time to time regarding document retention, is
a violation of this Code. Examples of Company books and records include financial records, records regarding the approval of business transactions, applications, resources, medical reports or claims,
production records and logs, time and attendance records, expense accounts, purchasing documents, shipping and receiving records and any other books or records.

The
Company has established internal accounting and operating controls to ensure that its accounting records and operational procedures are complete, accurate and maintained in
reasonable detail. Employees are expected to maintain and adhere to these controls and policies so that all underlying transactions, both within the Company and with third parties, are properly
documented, recorded and reported. No accounting entries will be recorded that intentionally conceal, disguise or misrepresent the true nature of any transaction involving the Company.

In
this respect, the following guidelines must be followed:



If
an Employee believes that the Company's books and records are not being maintained in accordance with these requirements, the Employee should report the matter in accordance with the
section of this Code entitled "Reporting Violations of this Code."

Matters Relating to Financial Reporting

Senior Financial Officers shall strive to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with,
or submits to, the United States Securities and Exchange Commission and in other public communications that the Company makes.

Employee Relations/Non-Discrimination

Each Employee and director is expected to follow these important principles:



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Governmental Affairs and Political Contributions

The Company's official policy concerning all governmental, political and public matters in which the Company has an interest will be decided and announced by, or
implemented with prior approval from, the Board of Directors. No alteration of or deviation from such official policy will be made without the prior approval of the Board of Directors.

Under
no circumstances shall any activity be authorized or undertaken by an Employee or directors that violates the provisions of the Foreign Corrupt Practices Act, federal and state
election laws, bribery laws or other applicable domestic or foreign laws. Generally, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of
foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In
addition, the U.S. government has a number of laws and regulations regarding business gifts or gratuities that may be accepted by U.S. government personnel. The promise, offer or
delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense.
Most state and local governments, as well as foreign governments, have similar rules restricting or prohibiting gifts or gratuities to public officials.

Federal
and most state and local laws prohibit or restrict corporations from making contributions directly or indirectly through the use of their corporate funds, services, property or
other resources on behalf of any political party, campaign, candidate for public elective office or political committee. To establish restrictions with regard to corporate participation in the
political system as imposed by law, the following guidelines will be followed:



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If
Employees engage in political activities during work hours, their work time could be considered the equivalent of a contribution by the Company. Therefore, Employees may not engage in
political activities on the Company's premises or during working hours. Additionally, an Employee's contributions to a political candidate or party must not be made, or appear to be made, with (or
reimbursed by) the Company's funds. The intent of this policy is not to discourage Employees from participating in political activities on their own time. Employees and directors may elect to make
personal political contributions as prescribed and permitted by applicable Federal, state and local laws, as well as the laws of any applicable foreign jurisdictions. Employees and directors may also
make personal contributions to political action committees where permitted by Federal, state and local laws.

Environmental Policy

The Company is committed to conducting its business in compliance with all applicable environmental laws and regulations in a manner that has the highest regard
for the environment and the safety and well being of Employees and the general public. Therefore, the Company expects all Employees to do their utmost to abide by the letter and spirit of all
environmental laws and regulations.

Use of Company Name

It is inappropriate for an Employee or director to use official Company stationery or other official documentation or to use the name of the Company for any
personal or non-official purpose since such use implies endorsement by the Company. Employees may not use the Company name outside of customary business practices except as approved by the
Board of Directors.

Publicity and Communication

Employees must exercise due care when considering the release of information of a sensitive or material nature about the Company. Sufficient measures must be
taken to ensure the accuracy of information that is authorized for release to outside parties. Consequently, responses, public discussion and contact with the news media about the Company's business
may only be made through the Company's authorized officers or their representatives.

Failure
to observe this policy can spread misinformation and potentially cause tremendous harm to the Company.

Ethics Officer

The Company may designate an officer or director as its "Ethics Officer." The Ethics Officer may be consulted regarding any matter related to this Code, including
whether a contemplated set of circumstances gives rise to a conflict of interest or whether a violation of this Code has occurred. Different individuals may be designated the Ethics Officer from time
to time.

Reporting Violations of this Code

The Company proactively promotes legal and ethical behavior. Under federal law, the Company can be held criminally liable if one of its Employees or directors
commits certain crimes. Accordingly, any Employee or director who has knowledge or information about Company-related conduct by another Employee or director of the Company that he or she believes to
be a crime, a material violation of law or regulation, a dishonest act, a breach of trust or other conduct in violation of this Code or that might seriously affect the Company's reputation (whether or
not the Company is

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victimized)
must promptly report the relevant facts to the appropriate persons in accordance with the reporting procedures described below. To encourage Employees and directors to report such
violations, the Company will not allow retaliation for any such reports made in good faith by Employees or directors. Any such reports will be kept anonymous and confidential at the reporting person's
request, except where disclosure is required to investigate the matter or by legal process or applicable laws, rules or regulations. Employees and directors are expected to cooperate in providing
facts and information requested by senior managers or other authorized officers or the Board of Directors, and with respect to internal investigations of misconduct by the Company or the Board of
Directors, to the fullest extent permitted by law. Persons making a report knowing it is false or willfully disregarding its truth or accuracy, or engaging in any other bad faith use of the reporting
system, are in violation of this Code.

The
reporting person should make full disclosure of all pertinent facts and circumstances, taking care to distinguish between matters that are certain and matters that are suspicions,
worries or speculation, and also taking care to avoid premature conclusions or alarmist statements since the situation may involve circumstances unknown to the reporting person.

Any
alleged violation of this Code should be promptly reported to a member of the Audit Committee of the Board of Directors. The members of the Audit Committee include A. Richard Blair,
who can be reached at 843-237-3870, Nicolas Di Santis, who can be reached at 011-44-7831-801259 and Charles E. Finnelli, who can be reached
at 212-869-2050.

How Can You Determine if a Violation of this Code has Occurred?

It may be difficult to determine if a violation of this Code has occurred. You may also encounter a situation in which it is difficult to determine how to proceed
while also complying with this Code. Since not every situation that will arise can be anticipated, it is important to have a way to approach a new question or problem. When considering these
situations, Employees and directors should:



Violations

Each person is accountable for his or her compliance with this Code. Disciplinary measures that may be imposed for violating this Code include, but are not
necessarily limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary,

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termination
of employment and/or restitution. These disciplinary measures could extend to the violator and others involved in the wrongdoing, such as persons who fail to use reasonable care to detect
a violation, persons who if requested to divulge information withhold material information regarding a violation, and supervisors who approve the violations or attempt to retaliate against Employees
for reporting violations or violators. Each case will be judged by the Board of Directors or the Audit Committee of the Board of Directors on its own merits, considering the duties of the person and
the significance of the circumstances involved. Employees should understand that it is a violation of this Code to intimidate or impose any form of retribution on any employee or agent who utilizes
the Company's reporting system in good faith to report suspected violations of this Code.

Any
Employee or director to whom this Code has been provided may be required, from time to time, to sign a written affirmation stating that the person (1) has received and read
this Code and understands its contents, (2) has not violated this Code, and (3) has no knowledge of any violation of this Code that has not been communicated previously in accordance
with the reporting procedures contained in this Code. Even if an Employee or director has not been asked to provide such a written affirmation, they are still subject to all of the provisions set
forth in this Code.

Administration/Amendment

The Board of Directors, in its sole and absolute discretion, will resolve any questions regarding the interpretation of the matters described in this Code as they
relate to any Employee, and any such decision by the Board of Directors will be binding. Only the Board of Directors or a properly authorized committee thereof may make any amendment to this Code. If
this Code is amended, any required public disclosure of such amendment will be made in accordance with applicable legal requirements and stock exchange regulations.

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