Counsel for the director of the Rogers Family Trust argued Monday that his client had the right to remove and replace five directors without holding a shareholders’ meeting under the corporate laws of British Columbia, where the company Toronto is incorporated.
Ken McEwan asserted that Edward Rogers had the authority to make this decision under an “ordinary resolution” of the board, as he has the authority to vote on behalf of the trust, which controls 97.5% of the class shares. A with voting rights from Rogers Communications.
“This is the default resolution mode throughout the [loi sur les entreprises de la Colombie-Britannique] Mr. McEwan told Justice Shelley Fitzpatrick of the Provincial Supreme Court at a hearing on Monday.
The fight for control of Rogers moved to court after Edward Rogers filed a petition last week asking the court to declare legitimate a board of directors he formed after being ousted from his post as president last month.
The son of the late Rogers founder, Ted Rogers, claims he has the power to fire and appoint board members because he chairs the company’s control trust, which has resulted in a feud with three others. family members who sit on the board of directors.
His mother Loretta Rogers, sisters Melinda Rogers-Hixon and Martha Rogers and other associates, who represent the respondent in this case, believe that the board of directors of Edward Rogers is illegitimate and that the only legitimate advice is that that existed before the changes.
But Mr. McEwan argued that the Respondent was seeking to “misrepresent the fact” that the matter concerned the exercise of shareholder rights.
“He has filed evidence of what he claims to be best practices in corporate governance in Canada with the aim of restricting or influencing the statutory rights of shareholders,” he argued.
“The respondent appears to distract from the simplicity of the issue before the court to the point of attempting to invoke the rights of the minority shareholders, suggesting that they are in jeopardy. “
The dispute results in Rogers Communications being left with two boards, each claiming to hold power and the other to be illegitimate, a situation that publicly pits Rogers family members against each other.
Loretta Rogers claimed in an affidavit filed Friday that the decision to oust her son as chairman of the board had been extremely difficult for her and other family members, after trying to work with him for decades. weeks.
The family matriarch said she disagreed with her son’s description of the facts in his affidavit and was misled about why he wanted to fire the head of the family. management, Joe Natale, who learned “by accident” of the existence of a plan to replace him with the CFO.
She also said the move was “wholly inconsistent with the actions to be taken by the board when appointing a CEO,” as her husband said in a memorandum to the board dated 23. June 2006.
Loretta Rogers indicated that she disagreed with “her son’s personal opinion that he has the right to exploit his position as chairman of the controlling trust to circumvent Ted’s wishes, interests members of the Rogers family and the governance structure that enabled Rogers to become a successful public company despite family control. “