The lawyer for the head of the Rogers family trust says his client had a right to remove and replace five directors without a meeting of shareholders under the corporate laws of British Columbia, where the Toronto-based company is incorporated.
Ken McEwan said Edward Rogers had the authority to make that decision under "ordinary resolution" of the board of shareholders because he has the power to vote on behalf of the trust, which controls 97.5 per cent of the shares in Rogers Corporation Inc.
"That is the default mode of resolution throughout the (B.C. Corporations) Act," McEwan told B.C. Supreme Court Justice Shelley Fitzpatrick at a hearing on Monday.
The battle for control of Rogers Communications Inc. landed in court after Edward Rogers filed a petition last week asking to have a board he formed declared legitimate after being ousted as chair in October.
The son of late Rogers founder Ted Rogers claimed he had the power to fire and appoint board members because he is chair of the Rogers Control Trust, prompting a feud with three family members who are on the board.
Edward Rogers' mother Loretta Rogers, sisters Melinda Rogers-Hixon and Martha Rogers and their associates are the respondent in the case, and they argue his board is illegitimate and the only valid board is the one that existed prior to his changes.
But McEwan argued the respondent is seeking "to misdirect the fact" the case is about an exercise of shareholder rights.
"It has filed evidence of what it asserts are best practices in Canadian corporate governance in an attempt to constrain or influence the statutory rights of shareholders," he said.
"The respondent seems to distract from the simplicity of the issue before the court in that it goes so far as to attempt to invoke minority shareholder rights, suggesting they are compromised."
The dispute has left the telecom company with two boards that each claim to be in power and has publicly pitted members of the Rogers family against one another.
Loretta Rogers says in an affidavit filed Friday that the decision to oust her son as chairman of the board was an extremely difficult one for her and other family members after weeks of trying to work with him.
The family matriarch said she disagrees with her son's portrayal of the facts in his affidavit and was misled about the reasons he wanted to fire CEO Joe Natale, who learned "by accident" that he was to be replaced by the chief financial officer.
She also said the move was "entirely inconsistent with the steps to be taken by the board when appointing a CEO" as her husband laid out in a memorandum to the board dated June 23, 2006.
Loretta Rogers said she disagree with her son's "personal view that he is entitled to exploit his entrusted position as control trust chair to circumvent Ted's wishes, the interests of the Rogers family members and the governance structure that has allowed Rogers to become a successful public company despite family control."
This report by The Canadian Press was first published Nov. 1, 2021.
https://news.google.com/__i/rss/rd/articles/CBMieGh0dHBzOi8vd3d3LmN0dm5ld3MuY2EvYnVzaW5lc3MvZWR3YXJkLXJvZ2Vycy1oYWQtcG93ZXItdW5kZXItYi1jLWxhdy10by1vdXN0LWFuZC1yZXBsYWNlLWJvYXJkLW1lbWJlcnMtbGF3eWVyLTEuNTY0NjY3MtIBRmh0dHBzOi8vYmV0YS5jdHZuZXdzLmNhL25hdGlvbmFsL2J1c2luZXNzLzIwMjEvMTEvMS8xXzU2NDY2NzIuYW1wLmh0bWw?oc=5
2021-11-01 19:34:28Z
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