On Friday afternoon, Justice Shelley Fitzpatrick of the British Columbia Supreme Court ruled in favor of Edward Rogers in a petition to validate the Board of Directors he assembled last month over the incumbent board of Rogers Communications Inc. (RCI), which his mother and two sisters also sit on — reports The Star.
Since Mr. Rogers’ dismissal as Chairman of the Board for RCI following a power struggle, he has used his influence as chair of the Rogers Family Trust that controls the telecom to mint a Board of Directors of his own and have them reinstate him.
Last week, Mr. Rogers escalated the boardroom power struggle to the B.C. Supreme Court, claiming that corporate laws in British Columbia afforded him the right to call for the removal of five board members through a written resolution alone, without a meeting of shareholders.
Friday’s ruling ratified Mr. Rogers’ claims, with Judge Fitzpatrick noting that the “family squabbles” resulting from the battle for control have been “interesting,” and “would be more in keeping with a Shakespearean drama” than that of the boardroom of one of Canada’s largest telecom operators.
Justice Fitzpatrick’s verdict decreed that the B.C. legislation, along with the corporate articles of RCI, allow Mr. Rogers as chair of the Rogers Family Trust to replace directors using just a written resolution and without calling a shareholder meeting.
The verdict not only granted the ruling Mr. Rogers sought all along, but also awarded him legal fees in the case.
On Friday, Rogers Communications issued a statement that read:
Today the British Columbia Supreme Court ruled that the consent shareholders’ resolution Mr. Edward Rogers, as Chair of the Rogers Control Trust, submitted to Rogers Communications Inc. (“RCI”) on October 22, 2021 (the “Consent Resolution”), was valid, effective, and binding on RCI as of the date it was signed, being October 22, 2021.
Accordingly, the Board of Directors of RCI comprises the following individuals as of October 22, 2021: Robert Dépatie, Robert Gemmell, Alan Horn, Philip Lind, Edward Rogers, Melinda Rogers-Hixon, Martha Rogers, Loretta Rogers, Joe Natale, Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr. Pursuant to a resolution of the Board of RCI dated October 24, 2021, Edward Rogers is the Chair of RCI.
In response to the ruling, Edward’s mother, Loretta, and sisters, Martha Rogers and Melinda Rogers-Hixon, said the decision was 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.”
“The company now faces a very real prospect of management upheaval and a prolonged period of uncertainty, at perhaps the worst possible time,” the three added, referencing the company’s ongoing deal to acquire Shaw Communications Inc. for $26 billion (including debt). RCI’s Shaw acquisition is currently being reviewed by the Competition Bureau.
RCI CEO Joe Natale and the board members who support him had previously suggested they would leave the company should Mr. Rogers assume control.
The opposition’s request to stay the ruling pending an appeal was denied by Judge Fitzpatrick, who noted that the “balance of convenience favours certainty.”
