Rogers family heirs sue company in bitter board fight

Melinda Rogers-Hixon says she’s the target of a “personal vendetta” by her older brother, Rogers Chair Edward Rogers, according to a letter contained in the court filing. The Rogers siblings were close to an agreement that would have resolved their longstanding differences, but Edward Rogers reneged on it, according to the Sept. 20 missive by Rogers-Hixon, which was sent to Chief Executive Officer Tony Staffieri.

The court petition was filed by Rogers-Hixon and her sister, Martha Rogers, and it argues the company has been “oppressive” to them.

The documents show that the fractures inside the prominent Toronto family have never healed. Rogers Communications is the country’s largest wireless provider and the owner of a cable television empire, the Toronto Blue Jays baseball team and other media and sports assets. The family’s controlling stake in the public company is worth close to C$8 billion ($5.9 billion), according to calculations based on company filings for its 2023 annual meeting.

Shares of Rogers extended losses on news of the lawsuit, closing down 2.2% to C$53.07 in Toronto. They’ve dropped 16% this year.

The children of late founder Ted Rogers have frequently fought one another — sometimes driving down Rogers’ stock price as investors grew worried about the company’s governance.

The bad blood spilled into full view in October 2021, when Edward Rogers publicly battled his sisters and his mother for control of the board and won in court. The result was that five Rogers Communications directors were fired, replaced by five allies of Edward Rogers. Soon after, then-CEO Joe Natale was sacked and replaced by Staffieri, the former chief financial officer. Rogers-Hixon and Martha Rogers had opposed the CEO change.

In early 2022, family members agreed to temporarily shelve their disagreements, according to this week’s court filing, to avoid negative publicity as the company sought regulators’ approval for the takeover of Shaw Communications Inc. The C$20 billion transaction was the company’s biggest deal ever and among the largest corporate transactions in Canadian history.

Negotiations Collapse

As part of that truce, Rogers-Hixon and Martha Rogers agreed not to participate in board discussions about the Shaw deal or receive materials on it, because of an argument about Rogers-Hixon’s personal lawyer, whose firm also does work for Telus Corp., a competitor to Rogers and Shaw.

The Shaw takeover finally closed on April 3 of this year, and the Rogers siblings engaged in talks “intended to resolve all issues between us,” Rogers-Hixon stated in an affidavit. “I was hopeful all issues could be resolved without negative publicity.” But those negotiations collapsed last month, she said.

It isn’t clear from the court filings whether the discussions included the possibility that any Rogers family members would sell their stake in Rogers Communications, leave their roles at the company, or exit the family trust that controls almost all of the voting shares of the public company.

“This matter should be resolved privately,” Rogers Communications spokesperson Sarah Schmidt said by email. “We’ve demonstrated that we will not be distracted by these actions — we have significant momentum in the market, our merger is tracking ahead of plan, and we remain squarely focused on doing what’s right for our customers and stakeholders.”

Still Excluded

Both Rogers-Hixon and Martha Rogers said in documents that they’re still being excluded from some parts of board and committee meetings and are being given redacted board documents.

“I cannot properly perform my duties as a director if information that is provided to the rest of the directors is being withheld from me,” Rogers-Hixon said in her affidavit. The two sisters are seeking a judge’s order to force the company to share information with them and allow them to attend, in full, all meetings of the board, as well as board committees they belong to.

Rogers took “reasonable steps” to protect company information from a competitor, Schmidt said. Rogers-Hixon and Martha Rogers could have resolved the matter by choosing a different lawyer, “and they chose not to do so,” she added.

The court filing also suggests that Rogers-Hixon was forced out of her role as a director of Maple Leaf Sports & Entertainment, the company that owns Toronto’s professional hockey and basketball teams and in which Rogers Communications is a large minority investor.

Rogers’ corporate governance committee is conducting an investigation of the events that took place in 2021, documents show. The committee has asked for copies of “all correspondence” between Rogers-Hixon and former CEO Natale, three other former executives, the five ousted directors, Martha Rogers, journalists and others, according to a letter to Rogers-Hixon that’s included with the court filing.

“The investigation is intended to inform decisions that may be made about your status as a director of RCI,” says the letter signed by Robert Gemmell, a former Citigroup Inc. banker who is Rogers’ lead director.

Although the company is controlled by a family trust, it’s structured in a way that gives significant power to the trust’s chair, in this case Edward Rogers, the only son of late founder Ted Rogers. That’s what allowed him to reshape the board in 2021 over the opposition of family members.

The family dynamics have grown even more complicated in recent months because of the deaths of three key insiders. Loretta Rogers — the mother of Martha, Melinda, Edward and Lisa Rogers — died in June 2022. Alan Horn and Phil Lind, two longtime executives who were on the Rogers board and aligned with Edward Rogers, died this year.

— With assistance by Kevin Orland