Rogers clash heading to courtRogers clash heading to court
The Supreme Court of British Columbia will hold a hearing November 1 to hear submissions regarding the legality of Edward Rogers' attempt to replace five independent directors without convening a meeting of the company's shareholders.
October 27, 2021
The next twist and turn in the Rogers Communications saga is set to take place in the courtroom.
The battle for control of Canada's top cable and mobile service provider is headed there after Edward Rogers, the company's ousted board chairman and head of a family trust that controls the Toronto-based company, filed a petition to validate a reconstituted and hand-picked board that, he claims, had re-elected him to the chairman's post.
The Supreme Court of British Columbia is set to hold a hearing on the matter on November 1. There, the court will hear submissions by Rogers Communications and the Rogers Control Trust regarding the legality of Edward Rogers' attempt last week to replace five independent directors via a written resolution, without convening a meeting of the company's shareholders.
Edward Rogers has held that the move is perfectly sound and legal, but Rogers Communications has countered that the resolution violates British Columbia law and is, therefore, invalid.
"The Company welcomes the opportunity for the Court to consider the importance to shareholders and all stakeholders of conducting a shareholders meeting to change the Board of Directors," Rogers Communications said in a statement.
This is all coming to a head after Edward Rogers attempted, but failed, to oust current Rogers Communications CEO Joe Natale in late September and replace him with then-CFO Tony Staffieri. Staffieri left Rogers Communications after a majority of the board and the rest of the Rogers family stuck with Natale. As a result, Rogers Communications proceeded to remove Edward Rogers as chairman and appoint existing board member John MacDonald as the new chair.
Edward Rogers filed an affidavit in the British Columbia Supreme Court on Tuesday holding that he lost confidence in Natale to lead the company through the proposed merger with fellow Canadian operator Shaw Communications, according to Reuters. Edward Rogers also claimed that his mother and fellow board director, Loretta Rogers, had supported firing Natale, the report added.
Citing those documents, Bloomberg reported the board's vote was 10-1 to remove Natale and had a press release drafted, but reversed course at a September 26 board meeting.
Loretta Rogers quickly disputed how it all went down, stating to Reuters that Edward Rogers and Alan Horn, another board member, had given her inaccurate information about Natale's performance as CEO. She said she subsequently changed her position after consulting with other independent directors.
Loretta Rogers was among a group of board members, including MacDonald and Martha Rogers and Melinda Rogers-Hixon, who declared last week they "unequivocally support Joe Natale as CEO and support his management team."
Meanwhile, MacDonald asserted that Edward Rogers' "unfortunate and one-sided view of events does not represent" what took place, and that he intends to "fully set the record straight" in the courts.
"This is a business issue. The focus should not be on our family," Edward Rogers said in a statement to Reuters. "My objective remains to resolve this matter as quickly as possible."
The family squabble about control of Rogers Communications comes almost 13 years after company founder Ted Rogers died at age 75.
— Jeff Baumgartner, Senior Editor, Light Reading
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