Lawyers question legitimacy of Edward Rogers’ boardroom takeover in B.C. court

In the latest chapter of the ongoing Rogers drama, Edward Rogers’ lawyers went up against lawyers from the Rogers company in a Vancouver courtroom on November 1st. The focus so far has been whether B.C. law allows Edward Rogers to change the board of Rogers Communications without a shareholder meeting.

As The Globe and Mail reports, the company is incorporated in B.C. despite having its headquarters in Toronto. One of Edward Rogers’ lawyers, Ken McEwan, argued that B.C.’s Business Corporations Act allows Edward, as the company’s controlling shareholder, to reconstitute the board through a consent resolution. Since Edward is the chair of the Rogers Control Trust, he has the authority to vote 97.5 percent of the company’s voting class A shares.

However, lawyers for the Rogers company argued that the kind of change proposed by Edward Rogers requires him to hold a shareholder meeting, despite that class B shares held by minority shareholders don’t have voting power. Instead, a shareholder meeting would give minority shareholders an opportunity to vote by buying or selling stock.

Moreover, company lawyers cited Rogers’ governance practices, articles of incorporation and a memorandum of late founder Ted Rogers’ wishes to support arguments against Edward. One lawyer urged the judge to reject Edward’s position that he can do “whatever he wants on whatever terms he wishes.”

B.C. Supreme Court Justice Shelley Fitzpatrick said that she intends to issue a decision on Friday afternoon.

The courtroom debate is the latest in a long-running feud between Edward Rogers and his mother and sisters over the Rogers company board and CEO Joe Natale. It began with chief financial officer Tony Staffieri leaving the company, which was later reported to be a result of Edward Rogers’ failed attempt to oust Natale and replace him with Staffieri (a plan allegedly exposed by Staffieri butt-dialing Natale while scheming with Edward).

Following the butt-dial report, Edward Rogers put his plan to replace half the company board into action, which ultimately led to two groups claiming to be the Rogers board and Edward taking the whole squabble to court.

Those interested can read a full timeline of the reported family feud here.

Source: The Globe and Mail