VANCOUVER –
The pinnacle of the Rogers household belief says a British Columbia choose’s ruling in his favour resolves necessary governance points at Rogers Communications Inc. after a court docket battle that pitted three of his relations in opposition to him.
“I take no pleasure within the determination or the occasions of previous weeks,” Edward Rogers stated in a written assertion Friday, reacting to the court docket’s ruling over the legitimacy of the corporate’s board after he changed 5 unbiased administrators.
“The judgment confirms I acted appropriately, in accordance with (Rogers Communications Inc.’s) articles and relevant company regulation.”
Justice Shelley Fitzpatrick’s ruling validated the adjustments made by Rogers in opposition to the needs of his mom and two sisters, who’re additionally members of the board and the respondents within the case, which led to an influence wrestle over management of the board.
Lawyer Stephen Schachter, who represents household matriarch Loretta Rogers and her daughters Melinda Rogers-Hixon and Martha Rogers, instructed the court docket they’ll enchantment the ruling.
Edward Rogers stated in his assertion that the corporate’s focus should be on the enterprise, a return to stability and shutting negotiations on the acquisition of Shaw Communications Inc. Rogers introduced its plan to purchase Shaw in a $26-billion deal earlier this 12 months, which continues to be topic to regulatory approval.
“Our household has disagreements like each different household. I’m hopeful we’ll resolve these variations privately, as any household would,” he stated. “I do know each member of our household desires the brightest future for Rogers Communications.”
Fitzpatrick stated in her written ruling that the truth that Rogers Management Belief had 97.5 per cent of the votes meant {that a} consent decision to reconstitute the board with nominees picked by Edward Rogers “simply handed” by a particular majority of Class A shareholders.
A lawyer for Rogers Communications had argued all shareholders ought to have been supplied a discover of a gathering the place they might vote on adjustments to the board, together with the 70 per cent who maintain Class B shares.
Nevertheless, Fitzpatrick stated Edward Rogers acted in accordance with clear provisions within the firm’s governance articles and the British Columbia Companies Act — the province the place the corporate is included — and was not required to supply discover of a gathering to all shareholders.
“If (Rogers Communications Inc.) wished to invoke a extra rigorous course of for discover to shareholders within the circumstances of this case, it might have performed so. It didn’t and it should be taken to have performed so intentionally.”
Fitzpatrick additionally stated there is not any proof that any Class A shareholder responded to the consent decision, both consenting or objecting, aside from Loretta Rogers, who wrote of her objection in an affidavit.
Schachter argued in court docket Monday that his shoppers questioned Edward Rogers’ management as a result of his arbitrary ousting of unbiased administrators violated the corporate’s governance practices.
Ken McEwan, a lawyer for Edward Rogers, instructed the court docket his consumer’s actions are the “default mode” of decision provided by the regulation in B.C.
Loretta Rogers stated in her affidavit filed final week that her son “secretly” deliberate to take away the vast majority of unbiased administrators together with his personal nominees and didn’t abide by her late husband’s 2006 “memorandum of needs,” full with checks and balances aimed toward stopping such issues by the chair of the household belief. Ted Rogers died in 2008.
“Nothing nervous him greater than a pointless public spectacle,” she stated.
Carol Liao, affiliate professor on the College of British Columbia’s Allard faculty of regulation and director of its Centre for Enterprise Legislation, stated Fitzpatrick’s ruling was not stunning as a result of company regulation supplies room for corporations to design their very own governance mechanisms.
“We have now many company statutes that present default provisions, with a alternative for companies to range issues of their governance paperwork, of their bylaws,” Liao stated. “Here is the place you see these black and white legal guidelines allowing corporations to design mechanisms that will butt up in opposition to what are deemed pretty much as good governance practices.”
As for the Ted Rogers’ memorandum, Liao stated a publicly traded firm cannot be managed from the grave.
McEwan additionally instructed the court docket earlier that the household patriarch’s doc had been handled as confidential up till the listening to, that it would not meet a authorized take a look at and wasn’t recognized to all shareholders.
Nevertheless, Loretta Rogers maintained in her affidavit that her son had waged an “unconscionable” marketing campaign to oust board members, which was inconsistent together with his duties and restricted authority as chair of the household belief.
She additionally stated her son deliberate to fireside CEO Joe Natale with out the board’s enter and misled her about Natale’s job efficiency as a cause to exchange him with chief monetary officer Tony Staffieri.
Natale was terminated earlier than finally being reinstated and Staffieri was fired, additional rocking the manager crew on the telecommunications empire.
Rogers Communications Inc. stated in a press release Friday that Natale is on the board of administrators, and Edward Rogers is its chair.
This report by The Canadian Press was first revealed Nov. 5, 2021.
