Rogers Communications says 'it will not seek an appeal' of a B.C. court decision that permits Edward Rogers, son of the late founder Ted Rogers, to replace directors of Canada’s largest wireless carrier.Nathan Denette/The Canadian Press
Rogers Communications Inc. says it won’t appeal a ruling that allows Edward Rogers to replace directors of Canada’s largest wireless carrier without holding a shareholder meeting.
The announcement from Rogers Communications late Sunday means the decision by B.C. Supreme Court Justice Shelley Fitzpatrick will go unchallenged, ending weeks of uncertainty over control of the telecom and media giant. This statement came days after Mr. Rogers regained his role as the chair of the company’s board.
Ms. Fitzpatrick on Friday ruled that a move by Mr. Rogers to remove five of the telecom’s independent directors and replace them with his own candidates through a written resolution is valid under the Business Corporations Act in British Columbia, where the company is incorporated.
The battle for control of the Toronto-based telecom, in the middle of the company’s $26-billion takeover of Shaw Communications Inc., erupted when Mr. Rogers attempted to unseat chief executive officer Joe Natale and other executives.
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Lawyers for Rogers Communications had argued in court that reconstituting the board requires a shareholder meeting, a process that would have likely taken months.
The Rogers Control Trust owns 97.5 per cent of the telecom’s voting class A shares. Mr. Rogers, as chair of the family trust, has the power to exercise voting control over the appointment of directors.
“Rogers Communications Inc. announced today that it will not seek an appeal of last week’s British Columbia Supreme Court ruling,” the company said in a one-line statement Sunday evening.
In late September, Mr. Rogers, the son of the company’s late founder, attempted to replace Mr. Natale with then-chief financial officer Tony Staffieri. The move met resistance from the majority of the company’s independent directors and from Mr. Rogers’s mother, Loretta Rogers, and his sisters Martha Rogers and Melinda Rogers-Hixon. Mr. Staffieri exited the company instead.
The board voted to remove Mr. Rogers as chair on Oct. 21. Mr. Rogers, who leads the family trust that controls the company, then issued a news release saying he had replaced the independent directors who had opposed him through what’s known as a shareholder resolution, effectively creating a new board. Mr. Rogers’s board met and reappointed him as chair.
Both boards claimed to be the legitimate board, creating uncertainty around who controlled the company. The situation prompted two advocacy groups and rival telecoms BCE Inc. and Telus Corp. to call for the postponement of a coming hearing by Canada’s telecom regulator into the Shaw merger.
Stephen Schachter, a lawyer for Rogers Communications, on Friday urged the judge to stay her ruling for several days, to give him time to seek an appeal. Mr. Schachter said he was concerned that the new board could fire the company’s management or order it not to pursue an appeal.
However, Ken McEwan, a lawyer for Mr. Rogers, assured the judge that no such steps would be taken, prompting her to deny the request for a stay.
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