Two members of the billionaire family that controls Rogers Communications are suing the company, saying they were barred from board meetings and denied access to information, reigniting a bitter power struggle within one of Canada’s richest families.
Melinda Rogers-Hixon said she was the target of a “personal vendetta” by her brother, Rogers Chairman Edward Rogers, according to a letter included in court documents. The Rogers siblings were close to reaching a deal to resolve their long-standing differences, but Edward Rogers reneged, according to a Sept. 20 letter Rogers-Hixon sent to CEO Tony Staffieri .
The court petition, filed by Rogers-Hixon and her sister, Martha Rogers, said the company was “oppressive” to them.
Documents show a rift within Toronto’s prominent family never healed. Rogers Communications is the largest wireless provider in the United States and owner of a cable television empire, the Toronto Blue Jays baseball team and other media and sports properties. The family’s controlling stake in the publicly traded company is worth nearly C$8 billion ($5.9 billion), based on calculations from the company’s 2023 annual meeting documents.
After news of the lawsuit broke, Rogers’ stock price extended its decline, with the closing price in Toronto falling 2.2% to 53.07 Canadian dollars. It’s down 16% this year.
The children of late founder Ted Rogers often fought with each other — sometimes drive down Rogers shares have risen as investors have grown increasingly concerned about corporate governance.
The feud was laid bare in October 2021 when Edward Rogers publicly fought against his sister and mother for control of the board and won in court. As a result, five Rogers Communications directors were fired and replaced by five allies of Edward Rogers. Soon after, then-CEO Joe Natale fired and was replaced by former finance minister Staffari. Rogers-Hixon and Martha Rogers opposed replacing the chief executive.
In early 2022, as the company sought regulatory approval for the acquisition, family members agreed to put their differences aside to avoid negative publicity, according to court filings this week. Shaw Communications The C$20 billion deal is the company’s largest ever and one of the largest corporate transactions in Canadian history.
Negotiations break down
As part of the truce, Rogers-Hixon and Marsha Rogers agreed not to participate in board discussions about the Shaw deal or receive materials about the deal amid a dispute between Rogers-Hixon’s personal attorneys and his firm for Shaw works. Thales Corporationa rival of Rogers and Shaw.
Shaw Brothers finally takes over closure Rogers-Hixon said in the affidavit that on April 3 of this year, the Rogers siblings had a meeting “with the intent of resolving all issues between us.” “I hope all issues can be resolved without negative publicity.” But those talks broke down last month, she said.
It was unclear from court documents whether the discussions included the possibility of any Rogers family members selling their stakes in Rogers Communications, leaving their positions in the company or exiting the family trust that controls nearly all of the company’s voting shares. listed companies.
“This matter should be resolved privately,” Rogers Communications spokesperson Sarah Schmidt said in an email. “We have demonstrated that we will not be distracted by these actions – we have strong momentum in the market and Our merger is being planned ahead and we remain focused on doing the right thing for our customers and stakeholders.”
still excluded
Rogers-Hixon and Marsha Rogers said in the filing that they remained excluded from certain parts of board and committee meetings and received redacted board documents.
“I cannot properly perform my duties as a director if information provided to other directors is withheld,” Rogers-Hixon said in the affidavit. The sisters are seeking a judge’s order forcing the company to share information with them and allow They participate fully in all Board meetings and Board committees to which they belong.
Schmidt said Rogers took “reasonable steps” to protect company information from competitors. Rogers-Hixon and Marsha Rogers could have resolved the issue by choosing another attorney, “but they chose not to,” she added.
Court documents also indicate that Rogers-Hixon was forced to resign as a director of the company. Maple Leaf Sports and Entertainmentwhich owns the Toronto professional hockey and basketball teams and in which Rogers Communications is a minority shareholder.
Rogers’ corporate governance committee is investigating the 2021 incident, documents show. According to a letter to Rogers-Hixon attached to the court, the committee has requested information about Rogers-Hickson’s relationship with former CEO Natale, three other former executives, five ousted directors, Martha · Archive copies of “all correspondence” between Rogers, reporters and others.
“The purpose of the investigation is to inform decisions that may be made regarding your status as a director of RCI,” said the letter signed by Robert Gemmell, a former Citigroup banker and Rogers chief director.
Although the company is controlled by a family trust, it is structured in a way that gives significant power to the trust’s chairman, in this case Edward Rogers, the only son of late founder Ted Rogers. That’s why he reorganized the board of directors in 2021, despite opposition from family members.
Family dynamics have become more complicated in recent months with the deaths of three key insiders. Loretta Rogers—mother of Martha Rogers, Melinda Rogers, Edward Rogers, and Lisa Rogers— Died in June 2022. Alan Horn and Phil Lind, two longtime executives who sat on Rogers’ board and were allied with Edward Rogers, died this year.
—With assistance from Kevin Oran
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