Edward Rogers has been reinstated as chair of Rogers Communications’ board of directors following a ruling from the British Columbia Supreme Court.

The decision, handed down by B.C. Supreme Court Justice Shelley Fitzpatrick late Friday (Nov. 5), states that Rogers was “in accordance” with B.C. law when he used his role as Control Trust chair to name Ivan Fecan, Jack Cockwell, Michael Cooper, Jan Innes and John Kerr as new directors of the board without a full shareholder meeting, replacing John A. MacDonald, Ellis Jacob, John Clappison, Bonnie Brooks and David Peterson.

The company issued a statement yesterday (Nov. 7) that it “will not seek an appeal” of the ruling.

Court documents revealed that Rogers had expressed concern about president and CEO Joe Natale’s performance since 2019, increasingly so in the wake of the proposed $26 billion merger with Shaw Communications, and expressed interest to several board members to replace Natale with then-CFO Tony Staffieri. His views were not supported by MacDonald and sister Melinda Rogers-Hixon, according to the ruling.

During a Sept. 22 board meeting, Rogers proposed the change to the board, with both his mother Loretta Rogers and sister Martha Rogers showing support at the time. On Sept. 24, the board “resolved to accept Mr. Natale’s resignation effective Oct. 1,” but by Sept. 26 several board members “reversed their position” and by Sept. 29 the company announced Stafferi’s resignation as CFO. According to the ruling, Rogers claimed MacDonald, Peterson, Brooks and Jacob “had become aligned against him.”

The internal struggles on the board entered the public arena on Oct. 21 when Rogers issued a news release stating MacDonald, Peterson, Brooks and Jacob and Clappison would be replaced with Cooper, Cockwell, Innes, Fecan and Kerr. That same day, the board announced it had voted to remove Rogers as chairman, replacing him with MacDonald.

Rogers took the matter to the B.C. Supreme Court to determine whether he was in his legal rights as the majority shareholder of the company to place the sole vote to replace the board of directors and reinstate himself as chair. A hearing was scheduled for Nov. 1.

The ruling comes less than three weeks ahead of a scheduled hearing with the CRTC regarding the company’s pending Shaw deal, set to begin on Nov. 22.

The Public Interest Advocacy Centre (PIAC) and the National Pensioners Federation submit requests to the CRTC to adjourn the hearing in the wake of Rogers Communications’ internal struggles. Both BCE and Telus Communications submit letters to support the request.

“This is not a small transaction but represents the largest Broadcasting Distribution Undertaking (BDU) change of control transaction in Canadian history. If approved, it will have a transformative impact on the Canadian broadcasting system as it will place almost 50% of BDU subscribers and revenues across English Canada in the hands of one entity: Rogers,” read the BCE letter. “Given these unprecedented circumstances and the importance of the issues that Rogers’ proposed acquisition of Shaw raises, the Commission, in our view, has no choice but to adjourn the hearing.”

Both Shaw and Rogers opposed the requests for a hearing delay. “There is no uncertainty concerning Rogers’ and Shaw’s complete and unwavering commitment to the historic combination of two great, Canadian, family-founded companies,” read the Shaw submission.

“The opportunistic proponents of delay have raised no merit to, or need for, adjournment. On the other hand, delaying the hearing would create significant uncertainty – especially for Shaw’s business, customers, employees, shareholders, and suppliers,” it continued. “Delay and uncertainty are especially harmful to a company that is being acquired. Our competitors are acutely aware of the risks that an unnecessary delay would pose to Shaw and its various stakeholders, as well as to the competitive and consumer benefits that will result to the system with a timely approval of the application. Therefore, the procedural requests are clearly not in the public interest.”

The Shaw deal still requires regulatory approval from the Competition Bureau, ISED Canada and the CRTC. According to Rogers Communications’ recent Q3 financials, if the merger does not receive approval, the company “would be obligated to pay a $1.2 billion reverse termination fee to Shaw.” Either company is in a position to terminate the deal if it does not close by March 15, 2022.