(Bloomberg) — Loretta Rogers, the matriarch of the controlling family of Rogers Communications Inc., says her late husband stated that any dispute between the company’s board and a family trust should be put to a shareholder vote — and she’s opposed to her son’s attempt to take unilateral control of the board without one.
The statement of Ted Rogers’s last wishes is contained in an affidavit filed Friday in the Supreme Court of British Columbia.
It’s the latest legal move in a boardroom drama that has burst open fractures within one of Canada’s wealthiest families. The feud has sowed confusion about who actually is in charge of Rogers Communications, even as the company navigates a $16 billion takeover of rival Shaw Communications Inc.
Rogers Communications, Canada’s largest wireless company, is controlled by a family-owned “control trust” that has about 97% of the company’s voting shares. Loretta’s son, Edward Rogers, is attempting to use his position as chair of the trust to change the 14-person board. His mother, two sisters and the company itself oppose the move.
Loretta Rogers said in Friday’s court filing that Ted Rogers wrote a “memorandum of wishes” before his death in 2008 that outlined how disagreements like the current one should be handled.
“If the issue is of bedrock seriousness then the control trust chair would have to go through the public gauntlet of immediately calling a special shareholder meeting to replace them, unless they have resigned first,” she quoted her late husband in the documents.
Tensions within the Rogers family have boiled over in recent weeks after Edward Rogers attempted to get rid of Chief Executive Officer Joe Natale and install Chief Financial Officer Tony Staffieri in the top job.
The board went so far as to approve a term sheet with Natale’s exit package before Loretta Rogers, Melinda Rogers-Hixon and Martha Rogers joined forces with five independent directors to push back against the move. Instead, Staffieri was fired.
That set off a war within the family and the board, as Edward Rogers tried to fire the five independent directors who were aligned against him and replace them with his own allies.
That attempt is now the subject of a court case that will be heard before a judge in Vancouver starting on Monday.
“It brings me no joy to swear this affidavit,” Loretta Rogers said. “But I feel compelled to do so in light of Edward’s conduct, which has put what we built at risk.”
(updates with additional information)
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