According to The Globe and Mail, Rogers family matriarch Loretta Rogers, and her daughters Martha Rogers and Melinda Rogers-Hixon filed a legal application against law firm Torys LLP in the Ontario Superior Court of Justice last month, accusing the law firm of taking sides during the recent power struggle at Rogers Communications Inc. (RCI).
When RCI board chairman Edward Rogers’ plans to oust up to 9 of the company’s 11 top executives came to light late last year, the company relieved him of his position. What ensued was an incredibly public and dramatic power struggle with Mr. Rogers on one side and his mother and sisters on the other
Mr. Rogers used his influence as chair of the Rogers family trust, which holds voting control of the company and owns 97.5% of its voting Class A shares, to serve RCI with a shareholder resolution reconstituting the company’s board of directors.
Mr. Rogers ultimately went to court in order to ratify the validity of his new board, ultimately winning the case against his family and securing control of the company.
Torys LLP currently represents some of the individuals who advise the Rogers family trust, and previously also represented Loretta and Martha Rogers, and Ms. Rogers-Hixon. Torys even represented Mr. Edward Rogers before he obtained separate legal counsel.
On October 3, with the boardroom power struggle well underway, Torys sent a letter to the independent directors of RCI that claimed to be on behalf of the Rogers family trust’s advisory committee. The letter threatened to forcibly remove the independent directors who had opposed Mr. Rogers’ attempts to overhaul the Toronto-based telecom’s executive management team.
According to court documents, Loretta and Martha Rogers, and Ms. Rogers, Hixon said they were not consulted on the contents of the letter, and that it did not represent their views.
“Torys was therefore taking a position directly contrary to the interests of its own clients pursuant to its joint retainer,” reads the legal filing.
The three also took issue with a letter Torys sent on October 4 to RCI’s management, requesting a list of the company’s shareholders as a precursor to Mr. Rogers’ reconstitution of the board.
In their legal application, the Rogers matriarch and her two daughters allege that the law firm took sides in the boardroom battle, and also misrepresented them on several matters.
Lawyers for the three family members argue that Torys’ continued representation of a subset of advisory committee members, without the consent of Ms. Rogers-Hixon, Martha and Loretta Rogers, is “a clear conflict” and violates the Law Society of Ontario’s rules of professional conduct.
“Torys cannot act or give advice against the applicants, who are now former clients, in advising other advisory committee members,” reads the application. The three family members are represented by Andrew McCoomb, a partner at Norton Rose Fulbright Canada, and criminal lawyer Frank Addario.
The three family members also allege that Torys is denying them access to legal files that they are entitled to.
“Torys owes a continuing duty of loyalty to the applicants. It cannot withhold information from some of its joint retainer clients because it elected to move forward with an engagement with some of its other joint retainer clients,” reads the court filing.
“The duty of loyalty does not disappear when counsel chooses sides.”
The three Rogers family members’ application is still before the court, but Wojtek Dabrowski, a spokesperson for Loretta Rogers, said it “is in the process of being withdrawn.”
Torys confirmed the application is being withdrawn, which could indicate that the two parties plan on settling the matter outside court.
