Rogers Communications turmoil intensifies as Edward Rogers pushes out five directors
The battle that’s tearing apart Rogers Communications Inc. has escalated, with former chairman Edward Rogers claiming he has regained control of the board and his sister warning that family members will “spend every penny” to stop his power play.
Edward Rogers said late Friday that he had delivered a shareholder resolution to replace five existing directors immediately, including John MacDonald, who replaced him Thursday as chairman, with five of his own allies.
Edward Rogers has voting control of the Canadian cable and wireless firm because he’s chairman of a family trust that owns most of the voting shares.
But lawyers for the company and for Edward’s sister, Melinda Rogers-Hixon, said the move has no legal effect because local corporate law doesn’t allow him to unilaterally change the board of a public company on a moment’s notice.
In a series of tweets early Saturday morning, another sister, Martha Rogers, made it clear she and her allies in the dispute - including Melinda Rogers-Hixon and their mother, Loretta Rogers - are at war with Edward Rogers and those who’ve lined up behind him.
“We’ll spend every penny defending the company, employees & Ted’s wishes, nothing you can do will deter us,” Martha Rogers wrote, referring to the children’s late father, company founder Ted Rogers.
She called on Edward Rogers to step down and wrote: “I’m guessing Ed’s PR crisis firm, hordes of lawyers + Trump supporters will come for me - let’s go.”
Turmoil has gripped the company for weeks since Edward Rogers made a push to fire Chief Executive Officer Joe Natale. The plan failed when other directors, including two sisters and his mother, blocked it. Ever since then, it’s been constant conflict inside the Rogers family, disrupting the company as it works toward getting regulatory approval for a proposed US$16 billion takeover of rival Shaw Communications Inc.
Rogers Communications said in a statement Friday that Edward Rogers’s attempt to replace the five independent directors is “invalid” and the 14-person board hasn’t changed. MacDonald said in a separate statement on Saturday that Edward Rogers plans to hold a “purported board meeting” with his new slate of directors but that the meeting is “not valid”.
Walied Soliman, a lawyer and chairman of Norton Rose Fulbright in Canada, who is representing Rogers-Hixon in the fight, said he also believes the board remains intact.
“Any assertion that the independent directors of Rogers could be removed by a written resolution is simply false at law,” Soliman said in an emailed statement on Friday. “The board of RCI remains constituted exactly the same as it was yesterday. The change that Edward Rogers is seeking will conservatively take many months.”