‘We’ll Spend Every Penny,’ Martha Rogers Warns in Family Power Struggle
Rogers Says Ex-Chairman’s Move to Change Board Is ‘Invalid’
(Bloomberg) -- The power struggle 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 him.
Edward Rogers said 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. The new board will meet this weekend to discuss the company’s proposed $16 billion takeover of Shaw Communications Inc. and other matters, Edward Rogers said in an emailed statement.
But MacDonald and the company say any meeting of the board called by Edward Rogers is invalid -- because his new board doesn’t exist.
Lawyers for the company and for Edward’s sister, Rogers director Melinda Rogers-Hixon, said his shareholder resolution 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.
‘Let’s Go’
It’s the latest twist in an epic family battle inside Canada’s largest cable and wireless firm.
Another of Edward’s sisters, Martha Rogers, made it clear on Saturday that she and her allies ready to go to war with Edward and those who’ve lined up behind him, including longtime Rogers executives and directors Phil Lind and Alan Horn.
“We’ll spend every penny defending the company, employees & Ted’s wishes, nothing you can do will deter us,” Martha Rogers wrote on Twitter, 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 his two sisters and his mother, Loretta Rogers, blocked it. Ever since then, it’s been constant conflict inside the Rogers family, disrupting the firm as it works toward getting regulatory approval for the Shaw takeover.
Even though he’s no longer the chairman of Rogers Communications, Edward Rogers has effective voting control because he’s the chairman of a family trust that has more than 97% of the company’s voting shares.
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 any meeting of the Edward Rogers-appointed board 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. “The change that Edward Rogers is seeking will conservatively take many months.”
Melinda Rogers-Hixon said: “Ted contemplated truly serious situations like this one with great care in his wishes. Apart from the law, which is clear, he instructed that the drastic action of removing a board director should only occur at a properly constituted meeting of shareholders. That remains the only appropriate means for changing the directors of our company.”
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