Newly constituted Rogers board legitimate, B.C. judge rules

A B.C. Supreme Court judge has ruled a newly formed board of Rogers Communications created by the founder’s son is legitimate, in the ongoing battle over control of the company.

Edward Rogers was ousted as chair after he attempted to remove Joe Natale from his role as CEO. He then named new directors to the company without a vote of the board.

On Friday, Justice Shelley Fitzpatrick ruled it was Rogers’ right, as chair of the family trust, to remove and replace the five directors.

Fitzpatrick did not share reasons for siding with Edward Rogers and said her decision was effective immediately.

A lawyer representing Rogers’ mother and two sisters had argued the independent decision went against the company’s governance practices and the wishes of the late Ted Rogers.

#BREAKING Justice Shelley Fitzpatrick has granted petition to ousted Rogers Communications Chair Edward Rogers re: legitimacy of new board keeping him in charge of media empire.

Lawyer for Rogers Communications is asking for time to file appeal. @CityNewsVAN

— Marcella Bernardo (@MBernardoNews) November 5, 2021

Lawyers representing Edward Rogers’ mother Loretta Rogers and sisters Martha Rogers and Melinda Rogers-Hixon requested a stay of proceedings until an appeal may be heard. The judge rejected that request, stating it’s not necessary because there is no sign there will be an immediate change in Rogers leadership.

Martha Rogers put out a statement on Twitter expressing disappointment in the court’s ruling and calling it “a black eye for good governance and shareholder rights.”

She says the decision sets a dangerous precedent by allowing independent directors of corporations to be removed with “the stroke of a pen.”

“The company now faces a very real prospect of management upheaval and a prolonged period of uncertainty,” reads the statement. “While the appeal process unfolds, we plan to remain steadfast in our advocacy for good governance and responsible stewardship.”

The statement from Martha says they plan to do everything they can to successfully conclude plans to acquire Shaw Communication Inc. The $ 26-billion deal was set in motion in the spring and is still awaiting regulatory approvals.

Nevertheless, she persisted. #EdRogersSaga #OldGuardDown pic.twitter.com/cQ8WBe7LH5

— Martha Rogers (@MarthaLRogers) November 5, 2021

Edward said Friday’s ruling resolves important governance issues at the company.

“I take no joy in the decision or the events of past weeks,” Edward Rogers said in a written statement on Friday in reaction to the decision.

“The judgment confirms I acted appropriately, in accordance with (Rogers Communications Inc.’s) articles and applicable corporate law,” he said.

Edward Rogers said in his statement that the company’s focus must be on the business, a return to stability and closing negotiations on the merger with Shaw.

“Our family has disagreements like every other family. I am hopeful we will resolve those differences privately, as any family would. I know every member of our family wants the brightest future for Rogers Communications.”

An expedited appeal against Friday’s court ruling is expected to be filed sometime next week.

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Related Articles:

• Lawyers clash as fight over control of Rogers Communications unfolds in B.C. Supreme Court

• Loretta Rogers claims son misled board about CEO’s performance

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The power struggle over the company has raised a number of questions over who could be in charge moving forward.

Although the Rogers family are minority owners in the company, they own 97 per cent of Class A voting shares and 10 per cent of outstanding Class B shares.

Edward remains chair of the Rogers Control Trust, the controlling shareholder. In order for him to be removed as trust chair, seven members (more than 67 per cent) of the 10-person board would need to vote in favour of ousting him.

Rogers Communications is incorporated in British Columbia — the reason for the court fight beginning in that province.

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With files from the Canadian Press

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