Succession-style feud gripping Canada settled as court sides with Edward Rogers

By Leyland Cecco

For weeks, Canadians have been gripped by a messy public feud splintering one of the country’s richest families. Kicked off by an accidental pocket dial that revealed an executive-level coup attempt, the battle has pitted mother against son, ensnared Toronto’s mayor and drawn comparisons to the HBO show Succession.

Two separate groups of directors have proclaimed themselves the rightful stewards of Rogers Communications, a sprawling C$30bn telecommunications and entertainment empire with interests in media, professional hockey, basketball, baseball, football and soccer.

On Friday, a Canadian court ruled that the faction led by Edward Rogers, son of the company’s late founder, had the power to legally replace directors without a shareholder meeting, granting the eldest son immense power over the country’s largest wireless carrier in a ruling viewed as a blow to shareholder’s rights.

“These family squabbles are an interesting backdrop to this dispute that would be more in keeping with a Shakespearean drama,” wrote Justice Shelley Fitzpatrick in her judgement, adding the feud has “no doubt added a voyeuristic element on the part of many into the lives of a very wealthy Canadian family”, but that the public quarrel was a “distraction” to the narrow legal question at hand.

Since the company’s founder, Ted Rogers, died in 2008, the company has been forced to fend off criticism that it has underperformed industry peers. And with no clear successor named before Rogers’ death, questions over who in the family would eventually take charge have lingered for more than a decade.

While Rogers is publicly traded, it has a dual share structure, with voting control still held by the family.

The saga began last month after Ted’s son Edward Roger covertly tried to replace the company’s chief executive, Joe Natale, with its chief financial officer, Tony Staffieri.

The plan was foiled after Staffieri accidentally called Natale while discussing the plot with someone else – leading to perhaps the first use of the phrase “butt dial” in a headline by Canada’s Globe and Mail newspaper, which broke the story.

As the power struggle spilled out of the board room and into public view, family matriarch Loretta Rogers and her daughters Martha Rogers and Melinda Rogers-Hixon publicly backed Natale.

The trio, exercising their role as directors, ousted Edward as chairman of the Rogers board.

But Edward pushed back, announcing the replacement of five board directors with his own handpicked candidates, who swiftly re-elected him.

“I see Ed has appointed himself the chairman. LOL. This should be taken as seriously as if he appointed himself the king of England,” tweeted Martha.

Edward Rogers in 2008 at the funeral for his father Ted Rogers.
Edward Rogers in 2008 at the funeral for his father, Ted Rogers. Photograph: Mike Cassese/Reuters

But in Friday’s ruling, the British Columbia supreme court sided with Edward, ruling that his unilateral changes were permitted.

The bitter rivalries, power-grabs and scorched-earth battles waged through social media are reminiscent of Succession, the hit HBO show that chronicles members of an ultra-rich family clamouring for power. But Martha instead sees the situation more akin to Game of Thrones – a show defined by the swift and often brutal demise of central characters.

Revelations that Ed Rogers “actively fought plans” to re-sign Masai Ujiri, head of the Toronto Raptors, in which the company owns a significant stake, did little to foster goodwill for the embattled executive. Rogers was alleged to have called the immensely popular Ujiri “arrogant” and expressed skepticism that he was worth his salary.

As the feud deepened, Toronto’s mayor, John Tory, was tapped to mediate. But Tory was himself a board member and and longtime friend of the Rogers family, and revelations that he had drawn C$100,000 in annual compensation from the board over the past seven years drew swift criticism from local papers.

Overshadowing the public tussle for control of the company is the pending C$26bn takeover of a rival telecoms firm, Shaw Media. While the deal still needs regulatory approval, if successful, the combined company would become a Canadian media and sports behemoth.

On Thursday, citing “recent family and board-level disagreements and related management uncertainties”, credit-rating agency Moody’s warned the company could be downgraded if the board issues continued to have a “sustainable detrimental effect” on the company.

In a statement, Loretta Rogers, Martha Rogers and Melinda Rogers-Hixon called the court judgement a “black eye for good governance and shareholder rights” that “sets a dangerous new precedent for Canada’s capital markets by allowing the independent directors of a public company to be removed with the stroke of a pen”.