VANCOUVER –
The pinnacle of the Rogers household belief says a British Columbia decide’s ruling in his favour resolves vital governance points at Rogers Communications Inc. after a court docket battle that pitted three of his relations towards him.
“I take no pleasure within the resolution 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 legislation.”
Justice Shelley Fitzpatrick’s ruling validated the modifications made by Rogers in opposition to the desires 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, informed the court docket they may 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 yr, which continues to be topic to regulatory approval.
“Our household has disagreements like each different household. I’m hopeful we are going to resolve these variations privately, as any household would,” he stated. “I do know each member of our household needs 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 offered a discover of a gathering the place they may vote on modifications 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 offer 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 may have executed so. It didn’t and it should be taken to have executed 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, informed the court docket his consumer’s actions are the “default mode” of decision supplied by the legislation in B.C.
Loretta Rogers stated in her affidavit filed final week that her son “secretly” deliberate to take away nearly all of unbiased administrators along with his personal nominees and didn’t abide by her late husband’s 2006 “memorandum of needs,” full with checks and balances geared toward stopping such issues by the chair of the household belief. Ted Rogers died in 2008.
“Nothing apprehensive him greater than a unnecessary public spectacle,” she stated.
Carol Liao, affiliate professor on the College of British Columbia’s Allard college of legislation and director of its Centre for Enterprise Regulation, stated Fitzpatrick’s ruling was not stunning as a result of company legislation gives room for corporations to design their very own governance mechanisms.
“We now have many company statutes that present default provisions, with a selection 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 which will butt up towards 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 informed 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 along with his duties and restricted authority as chair of the household belief.
She additionally stated her son deliberate to fireplace CEO Joe Natale with out the board’s enter and misled her about Natale’s job efficiency as a motive to switch him with chief monetary officer Tony Staffieri.
Natale was terminated earlier than in the end 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 printed Nov. 5, 2021.
