Ed Rogers asks court for 'urgent confirmation' of board overhaul

Edward Rogers has officially asked a judge to order the telecom giant that bears his family name to accept his authority to overhaul the company’s board at his discretion as chair of its controlling shareholder.

Edward Rogers has officially asked a judge to order the telecom giant that bears his family name to accept his authority to overhaul the company’s board at his discretion as chair of its controlling shareholder.

In a petition to the Supreme Court of British Columbia filed Tuesday afternoon, the only son of company founder Ted Rogers asked for a declaration that his move to sack five independent Rogers Communications Inc. (RCI) directors last week via a written resolution was “valid and effective.” Mr. Rogers is also seeking a declaration that his hand-picked replacements were “validly appointed as directors of RCI” on the same day.

As chair of the Rogers Control Trust, Mr. Rogers is empowered to support - or remove - members of the RCI board at his discretion, since the trust controls 97.5 per cent of the company’s voting shares. However, his own mother and two of his sisters - all of whom hold seats on the trust’s 10-person advisory board - along with the company itself, insist that power can only be exercised at a shareholder meeting.

In his petition -- which BNN Bloomberg reported earlier in the day was due to be filed within hours -- Mr. Rogers’ lawyer, Ken McEwan, detailed a rationale for the board overhaul being allowed to occur via a written resolution according to the B.C.’s Business Corporations Act.

“Subject to the provisions of the Act, the shareholders may by ordinary resolution remove any director from office and the vacancy created by such removal may be filled at the same meeting,” the petition states, noting “ordinary resolution” is defined by law as either “a simple majority of the votes cast by shareholders voting shares that carry the right to vote” at a general meeting, or “by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings.”

Mr. Rogers is seeking “urgent confirmation of the validity” of his actions, the petition states. He is asking for the case to be heard “urgently in light of the disputed constitution of RCI’s board of directors and to provide clarity to those directors, RCI’s stakeholders, and the public markets.”