Rogers Won’t Appeal Court Ruling, Edward Rogers Maintains Control
On Friday, B.C. Supreme Court ruled in favour of Edward Rogers, validating the latter’s new board of directors, which would supersede the existing Rogers Communications Inc. board, which his family sits on.
In a statement released on Sunday evening, Rogers Communications Inc. (RCI) said in an email it, “will not seek an appeal of last week’s British Columbia Supreme Court ruling.”
In response, Edward Rogers used his position as chair of the Rogers Control Trust, which holds 97.5% of voting shares, to replace the existing board with his own directors, with the latter then re-electing the son of Ted Rogers as chair again.
Edward Rogers went to B.C. Supreme Court, where the company was incorporated, to ratify his authority to make changes to the board using a written resolution mandate, instead of calling a shareholder meeting.
The family of Edward Rogers, including his mother and two sisters, called the decision a “black eye for good governance and shareholder rights (that) sets a dangerous new precedent for Canada’s capital markets by allowing the independent directors of a public company to be removed with the stroke of a pen.”
— Martha Rogers (@MarthaLRogers) November 5, 2021
It’s unclear if Rogers CEO Joe Natale and his executives will depart the company as previously suggested, should Edward Rogers regain his role as chair of the board, which he has.
Court documents filed last week revealed Natale was set to take home nearly $200 million in cash, consulting fees and equity, as part of a severance package he would receive when he agreed to depart the company in late September, reported The Globe and Mail.
The decision to leave the company was after Natale found out about a plan by Edward Rogers to remove him from the company–a plan the CEO discovered from a ‘butt dial’. But the Rogers board reversed court and asked Natale to remain at the company.
Justice Shelley Fitzpatrick of the B.C. Supreme Court called the family drama “would be more in keeping with a Shakespearean drama” than that of the boardroom of one of Canada’s largest telecoms.
Rogers is in the midst of trying to close a $26 billion deal to acquire Shaw Communications, with the takeover being reviewed by regulators.