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Judge Rules for Edward Rogers in 'Shakespearean' Battle for Rogers Communications Control

Rogers Communications
(Image credit: Rogers Communications)

Just days after a British Columbia Court ruled in favor of Rogers Communications Inc. chairman Edward Rogers’ moves to fire the company’s board of directors and replace it with his own slate, the Canadian telecom giant said it would not formally appeal the court’s decision.

Edward Rogers replaced five members of Rogers Communications’ board on Oct. 21, after the board moved to fire him over his behind the scenes moves to oust company CEO Joseph Natale. In addition to jettisoning the board, Edward Rogers, who also is chairman of the Rogers family trust that controls 97.5% of the vote of the telecom giant, also reinstated himself as chairman. The company and remaining members of his family -- mother Loretta and two of his sisters Martha Rogers and Melinda Rogers-Hixon -- claimed that Edward Rogers had violated Canadian corporate law and company bylaws by removing board members without a formal vote. Edward Rogers filed a suit against the company in October to uphold his actions, on which the BC court ruled on Nov. 5.

Also: Rogers Family Embroiled in Real-Life Succession Drama

In that written ruling, British Columbia Supreme Court Justice Shelley Fitzpatrick said Ed Rogers had sufficient authority as head of the Rogers Control Trust, adding that with 97.5% of the vote, his actions were “easily passed” by a special majority of Class A shareholders. 

In her ruling, Justice Fitzpatrick pointed to the highly public battle between family members, pointing to a flurry of critical twitter postings by Martha Rogers and press claims that Loretta Rogers was duped by her son in first agreeing that CEO Natale should be removed. 

“These family squabbles are an interesting backdrop to this dispute that would be more in keeping with a Shakespearean drama,” Fitzpatrick wrote. “They have no doubt added a voyeuristic element on the part of many into the lives of a very wealthy Canadian family and this aspect of the dispute has driven some media coverage. However, in my view, the family issues are of little assistance in determining the narrow legal issue raised and certainly do not need to be addressed or resolved in this Court. At best, they are a distraction.”

Rogers Communications initially said it planned to appeal the decision, with Loretta, Martha and Melinda issuing a statement that called the ruling a “black eye for good governance and shareholder rights and sets a dangerous new precedent for Canadian capital markets by allowing the independent directors of a public company to be removed with the stroke of a pen.”

But the company apparently changed its mind after Edward Rogers issued his own statement that said Natale has the board’s support as CEO.  

“Much has been written about Rogers CEO Joe Natale and his future,” Edward Rogers said in the statement. “Mr. Natale remains CEO and a director of Rogers Communications and has the Board's support. Our focus must be on the business, a return to stability, and closing our transformational merger with Shaw Communications.”

In a brief statement Nov. 7, Rogers’ board of directors said it “will not seek an appeal of last week’s British Columbia Supreme Court ruling.” 

In his Friday statement, Edward Rogers appeared to be willing to bury the hatchet with his family and get on with finalizing RCI’s pending takeover of Shaw Communications.

“The steps I have taken in the face of constant attacks in the media were difficult for me and my family,” Edward Rogers said in a statement issued after the ruling. “As Chair of the Rogers Control Trust, my responsibility is to ensure that the company is properly governed and effectively managed. I take that responsibility very seriously. 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.”

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