HOW ROGERS CAME UNDONE
Sibling rivalry, secret deals, a disputed butt dial and scorched earth Tweets. It’s not always pretty when billionaires fight
The war that split the Rogers family in two began in earnest on Sept. 26, 2021, at a meeting of the Rogers company board, when Martha Rogers, a nonpracticing naturopath with a sideline in scorched-earth tweets, read aloud a resolution that would, once passed, upset the latest and most aggressive schemes of her only brother Edward, a man defined his entire life by the one thing he could never be: his dad.
To say that Edward was shocked by what Martha read that day would be like saying the Rogers family is rich; it’s true, but it lacks something in scale. Edward has largely had his way with Rogers since his father’s death. And yet here was Martha telling him, in front of his family and their father’s oldest friends, that this time it was going to go another way.
Edward’s reaction to the Martha resolution, which eventually roped in lawyers from most of the major law firms in Canada, plus duelling public relations warriors, one former Ontario premier, the sitting mayor of Toronto, and the younger brother of the Second Baron Martonmere, sparked perhaps the messiest, most embarrassing and consequential business battle in recent Canadian history.
At stake was not only control of the $30.5 billion Rogers wireless and cable conglomerate, but also something deeper and more elemental. It wasn’t just about respect for Edward, say sources close to the family and the company, or even what many agree is Edward’s genuine desire to do what he believes is best for Rogers. It was also that ineffable, intractable something between siblings: that need to prove yourself, to come out on top, or, if you prefer the more juvenile read, to show once and for all whose ball it is and who, overcome by a huff, has the right to take it home.
On Nov. 5, a B.C. Supreme Court judge handed Edward a clear victory over his mother, two of his sisters and the company that bears his father’s name, in the court case he launched as a result of Martha’s stunning reversal that day in September. Justice Shelley Fitzpatrick ruled that, as chair of the Rogers Control Trust, which controls the vast majority of the company’s voting shares, Edward has the right to unilaterally reconstitute the Rogers board without calling a shareholder meeting. He can throw out his enemies, bring in his friends and — through his control of the board — effectively rejig the executive ranks in any which way he pleases, no matter what the rest of his family says or does. It is, in other words, his ball.
The victory was both a culmina
tion of a lifetime of striving for Edward and an end to at least this phase of Canada’s answer to the Western Schism. But the story behind Rogers’ Autumn of Two Popes, which has so far dribbled out in competing leaks and torqued affidavits, remains both untold and unfinished. Edward may sit in Rome for now, but the long-term impact of the family’s open war, from Rogers share price to debt rating and, perhaps most importantly, the pending $26 billion takeover of Shaw Communications Inc., could still be huge.
“Forget the family for a second,” said a former Rogers official who has known the major players for years. “What C-level executive is going to want to work there? It’s a small industry, the telecom industry … It’s like, what am I getting into, right?”
Using hundreds of pages of court documents, legal emails and exclusive interviews with many of the sources closest to the turmoil, the Star has pieced together the 60 days of chaos that consumed Rogers this fall. The story features corporate backstabbing, rescinded resignations, competing boards, butt dial allegations and, at one point, a billionaire brother submitting his billionaire sister’s mean Tweets as evidence in court.
Edward Rogers has always maintained that everything he did this fall was for the company. “As chair of the board and of the Rogers Control Trust, my responsibility is to ensure that the company is properly governed and effectively managed. I take that responsibility very seriously,” he wrote in a statement to the Star. “This is strictly an issue about corporate governance. Our family has disagreements like every other family. I am hopeful we will resolve those differences privately, as any family would. I know every member of our family wants the brightest future for Rogers Communications.”
But at the heart of it all, sources say, was ambition and family, and the terrible things that can happen sometimes when those two collide. “There’s been some dysfunction junction family dynamics for years. And I don’t think that’s abnormal for a billionaire family,” said the former executive. “But I was surprised that it came undone the way it did.”
The fight for the future of Rogers began, as successions so often do, with the death of the last king. In the last decades of his life, Ted Rogers grew obsessed with how his company and his family would be governed after he died. His deepest wish, he wrote in public and private documents, was to see his heirs control his empire for as many generations as tax laws would allow. To accomplish this, he created a trust, overseen by an advisory committee but directed by a single chair, to manage the family’s controlling stake in Rogers Communications after his death.
But for all his obsessive planning, the system Ted crafted had significant flaws, some of which began to appear not long after he died of heart failure in December 2008. The biggest issue, according to some in the company and close to the family, though by no means all, was his hand-picked chair: Edward.
As Ted’s only son, Edward was groomed almost from birth to follow his father into the business. (He sat in the front row of his first CRTC hearing when he was eight years old.) But it wasn’t always a smooth ride. One source close to the family said the young Edward was shy, quiet and deeply artistic, a poor student and the polar opposite of his brash and business-obsessed father. The contrast to his father — and critically his sister Melinda — became a recurring theme in media coverage after he joined the family business at 25. Over the years, Edward has been described as everything his father wasn’t: “stolid,” “uncolourful” and “quiet.” Melinda, who thrived academically — she has an MBA — was made out to be everything her father was: “strong and willing” with a fiery temper to match her dad’s.
That Edward and Melinda didn’t always get along was no secret to anyone. But while Melinda was feted as the brains, it was Edward who worked his way up through the company in Toronto. (Melinda spent much of her time in Silicon Valley.) “Melinda is bright and she’s most like the old man. But Edward is there every single day,” said a former company executive. And when it came time for Ted to pick a chair of the family trust, it was Edward, not Melinda, who got the top job.
The thorny details of the Rogers Control Trust have been much picked over in recent weeks, but the structure Ted set up was actually quite simple. Ted wanted a single decision-maker capable of guiding the family’s interests in the firm. To achieve that, he concentrated the voting power of the Rogers shares, currently 97.5 per cent of voting shares in the company, in the hands of the trust chair.
Ted appointed Edward the initial chair; he made the post reviewable after an introductory term, but Edward has held it ever since. That’s at least in part because Ted made switching chairs a very hard thing to do. Replacing Edward today would require a two-thirds vote of the trust’s advisory committee, which includes Loretta, the four Rogers children, Loretta’s nephew David “Cousin Dave” Robinson, Toronto Mayor John Tory, Ted’s childhood friend Thomas “Toby” Hull and his long-time business associates Alan Horn and Phil Lind.
As trust chair, Edward had enormous power at Rogers at the board level from the moment his father died. But his dream, according to multiple sources, was to control the day-to-day operations of the company as CEO. Ted, in his final years, had set up a two-pronged succession plan. Edward got control of the family trust and the family shares. But Ted wanted the Rogers board, not the family, to pick the next CEO and the board wanted Nadir Mohamed, the head of wireless, not Edward.
That split, between trust chair and CEO, has established a dynamic that has haunted Rogers ever since. In many ways, it precipitated the drama that tore the company in two this fall, which grew out of tensions between Edward and the company’s now former CEO, Joe Natale.
Natale, the former president and CEO of Telus Communications, was Edward’s dream pick for the top job when he was first recruited in 2016, according to multiple company sources. “Finally,” Edward tweeted when the hiring was finalized in April 2017, “welcome to Rogers Joe!” But somewhere between then and now, something soured between the two men.
Those who opposed Edward in the battles this fall tend to blame Edward’s hands-on supervision for most of the tension. In their telling, Edward never understood or accepted that his role as a shareholder and member of the board was not to oversee and interfere with dayto-day operations.
But Edward has always countered that he simply believed Natale wasn’t performing and that it was his duty as chairman of the Rogers board and controlling shareholder of the Rogers corporation to do something about it. He wasn’t alone in that view. “Two years ago the stock price was at $74. And now it’s at $60, which is where it was four years ago,” said a former Rogers executive. “That is the ultimate yardstick. Not that that’s right or
wrong, but that is the ultimate yardstick from a board’s perspective, is to make sure that your CEO increases shareholder value.”
That take has been heavily disputed by Natale supporters. John MacDonald, a former lead director on the Rogers board, said Natale was brought on to improve customer service and invest in the company’s networks. “Joe and the team have delivered on each of these goals,” MacDonald said.
What is undeniable is that, in the years since Edward was named chairman of the company’s board in 2018, Rogers has been bleeding independent directors, including Charles Sirois, Rob Burgess and John Clappison. In June, Isabelle Marcoux, one of the longest-serving independents on the board, walked out. But by that time, some of the remaining independent directors had had enough, according to multiple company sources. They were ready to start pushing back. And in the dying days of summer, Edward gave them the chance to do just that.
Among the great remaining mysteries of the Rogers saga is this: why did Edward Rogers, the chairman of the Rogers board, and of the Rogers family trust, decide to get in bed with Tony Staffieri, the Brutus to Joe Natale’s Caesar, in all the melodrama of the fall?
Staffieri was, until September, Rogers’ chief financial officer. It was his abrupt departure that first signalled to the outside world that something was amiss inside the company. A veteran of PwC and Bell, Staffieri was a polarizing figure inside Rogers, according to five company sources, including several who are sympathetic to Edward. “He’s kind of got a pattern of going after every CEO’s job,” said one former Rogers executive who worked with Staffieri and considers Edward Rogers a friend.
But while some colleagues may not have loved Staffieri, by the summer of 2021, Edward was convinced he was the future of the company. According to his own account, in late summer and early fall, Edward began approaching members of his family and of the Rogers board with his concerns about Natale’s leadership. At the same time, he was already touting a plan to slide Staffieri into the top job.
The why remains an open question. Those who sided against Edward saw it largely as a marriage of convenience. “The deal with Tony was he would elevate Tony, who has been seeking, and actively seeking, publicly, to become CEO of Rogers or any other company he could … but then Tony would have to put in (Edward’s) org chart, and his friends, so that he could then control the company and control the CEO. And that is everything to him,” said a source with knowledge of the opposition’s thinking.
(A source close to Edward called that account “untrue,” adding that Staffieri is a “highly regarded financial executive in the telecommunications industry who inspires confidence in the marketplace.” Staffieri did not respond to attempts to reach him for this piece.)
But no matter the reason, by late summer, Edward was ready to move. He began quietly, and then not so quietly, sharing a plan to replace Natale with Staffieri and rejig the entire senior leadership team. By his account, Edward told his mother, Loretta, and sister Martha, who was on the board but had never played a significant role in the company, of his concerns with Natale. He also reached out to Alan Horn, Lind and directors Robert Gemmell and Robert Dépatie. (As part of the reshuffle, court filings show Edward planned to move Dépatie, an experienced media and barbecue chicken executive, from the board to the C-suite as a newly created head of cable.)
On Sept. 11, Horn, a former Rogers CFO and one of Ted Rogers’ most trusted friends and confidants, went to visit Martha and Loretta to let them in on the plan. In an affidavit filed as part of the Rogers lawsuit, Loretta said that meeting was the first she learned of any serious concerns with Natale’s performance.
Loretta told the court she relied on advisers like Horn and her son to keep her abreast of Rogers operations and to guide her decisions as a member of the board. “I chose to trust the information I was being provided,” she wrote, “though it would later become clear to me that this trust may have been misplaced.”
One person Edward hadn’t told by this point was his sister Melinda, the vice-chair of the Control Trust, deputy chair of the Rogers board and his long-time, on-again, offagain adversary in company affairs. (Edward said he considers Melinda a partner, not a rival.) He had also kept four independent members of the board in the dark, including MacDonald, the lead director, Ellis Jacob, Bonnie Brooks and David Peterson, the former premier of Ontario (and current vice-chair of Torstar, the parent company of this newspaper).
That began to change on Sept. 15, when Edward and MacDonald had a regularly scheduled video call. The discussion, MacDonald wrote in a signed affidavit, “was anything but ordinary.” Edward told him he had lost confidence in Natale, that he intended to promote Staffieri and that he planned to remake the company’s executive leadership group. MacDonald told the court he was surprised and disturbed by the call. It was the first he had heard of any such plan and he saw it as a blatant attempt to usurp the most important duties of the board: to oversee the CEO’s performance and, if necessary, consider new candidates for the job.
MacDonald got off the call and, shell-shocked, reached out to Peterson. Edward, meanwhile, had finally told Melinda of the plan. She was, to say the least, unimpressed.
Still, by that point the most likely outcome of all of this was the most obvious one: Edward would get his way. Natale would get paid handsomely to leave, Staffieri would become CEO and all the drama would stay inside the house. And that’s almost certainly how it would have gone down, too, had it not been for what came next.
The details remain disputed, but it will nonetheless go down as one of the most remarkable flukes in the history of Canadian business. It wasn’t a butt dial, not literally. But it was a butt dial in spirit. And it helped push the whole wild plan into the public eye.
Friday, Sept. 17, 2021, was the kind of pre-autumn day in Toronto that makes the city feel livable again. It was hot and dry and the leaves had just started to change. From the top floors of the Rogers compound the endless summer green of the nearby Don
Valley looked, for the first time in 11 months, artfully speckled in red.
Late that afternoon, Joe Natale, the president and CEO of Rogers Communications, was sitting in his kitchen when, according to a source, something unusual happened. The precise details are still contested. Loretta Rogers and MacDonald both said in court filings that the CEO called his CFO, Tony Staffieri. Another source has it that Staffieri called Natale.
Regardless, all three agree that what happened next is this: When Natale put the phone to his ear he heard a conversation already underway. Staffieri was deep in discussion with David Miller, Rogers’ former chief legal officer. He seemed to have no idea that Natale was on the line, which was awkward because he was talking about taking Natale’s job.
In the kitchen, Natale, who has grey hair and thick, dark eyebrows, sat in shock. The audio on the call wasn’t perfect. Staffieri sounded like he was on a patio. But the takeaway, for Natale, was clear. Staffieri didn’t just want his job; that would have come as no surprise. There was a tangible plan for him to get it.
Natale sat listening for 21 minutes. He copied down at least 12 different elements of what sounded very much like a secret plot for a massive executive switcheroo at the company he supposedly ran. Afterward, still flabbergasted, he spoke with his wife. The two decided he should eat and sleep before deciding what, if anything, he could do. It’s a good thing he did. Because from that point on, everything began to happen very fast.
The next morning, Saturday, Sept. 18, Natale reached out to MacDonald, the lead independent director, and to Peterson, who took the call while midway through a charity bike ride. Natale told MacDonald about the butt dial, and about the plan. Not all of it was a surprise to MacDonald. He knew Edward was unhappy with Natale, as were some other members of the board. But the extent of the planned shakeup, and the fact Staffieri seemed sure the job was his, was a shock.
MacDonald and Natale then spoke to the rest of the independent directors, minus Dépatie — who was set to become an executive under Edward’s plan. Natale asked Edward for a meeting, which the two planned for the next day at Rogers corporate headquarters. In between that call and the meeting, MacDonald spoke again to Edward and learned just how far down the road the plans had gone.
“Despite what I had been told during my discussion with Edward on Sept. 15, it became clear that Edward’s plans had been shared with a number of people and were well underway — without any discussion at the board level or any committee of the board,” he wrote in his affidavit. “In effect, Edward had already selected Mr. Staffieri as the new chief executive officer and determined what the organization would look like under him.”
On Sunday, Sept. 19, less than 48 hours after the butt dial, Joe Natale, John MacDonald and Edward Rogers all met in Natale’s office in the green-domed Rogers building. Natale told Edward he wanted Staffieri fired. He didn’t think there was any way he could keep working with a top lieutenant who was so openly plotting a mutiny. But Edward told him not to blame his CFO. The plan he overheard wasn’t Staffieri’s, he said. It was Edward’s. Edward had lost confidence in Natale, he said. He was sorry for how everything played out, but he wanted him gone.
When Natale left that meeting, he understood that, no matter how it was ultimately framed, he was being fired. He was aghast, but on
some level resigned, according to a company source.
At that point, the outcome seemed set. All that was left were the terms. And when the Rogers board met three days later, on Wednesday, Sept. 22, Edward depicted Natale’s departure as a done deal. In a slide deck he presented that day, he offered only two alternatives: either Natale co-operates and comes to an agreement to transition out, or he gets fired and leaves right away. There was no option C, no scenario by which the man he’d so enthusiastically hired four years earlier could stay.
It was, in a month of remarkable turnarounds, one of the most drastic of all. Natale had been Edward’s dream candidate for CEO — but then again, so, too, had Guy Laurence, his predecessor, and he only lasted three years.
After Edward spoke, Loretta Rogers read a statement that Edward had sent to her, via Martha, at 11 minutes before midnight the night before. (Edward says he worked on the statement in collaboration with his mother and sister.) In it, she urged the board to come together and support Staffieri as the new CEO. But four of the five independents remained furious. All four, according to MacDonald, considered resigning that day. Instead, MacDonald said, they spoke out in blunt terms and at length about Edward’s conduct, which they all saw as being opposed to the principles of good corporate governance.
Over the next two days, Joe Natale and Alan Horn hammered out the details of a retirement package that would see Natale stay on with the company as an adviser through the close of the Shaw transaction. The two “shook hands on the deal,” according to Edward. And on Friday, Sept. 24, the board met again to vote on the terms.
Tensions at that meeting were already boiling over, according to several sources. “People were very tough on Edward,” one source with knowledge of the proceedings said. “There were speeches made that Tony (Staffieri) was incapable of running this organization,” the source said.
But when it came time to vote on Natale’s exit package, all but one director still voted yes. The only holdout was David Peterson. Peterson, the source said, called the entire process “appalling” and “deplorable.” He announced in a heated speech that after 30 years of service, he had had enough. He was quitting the board. Before the meeting adjourned, Melinda Rogers pleaded with him to stay. Just give me the weekend, she said. We’ll work something out. Reluctantly, Peterson backed down.
The board was set to meet again on Sunday night, virtually, to noodle through the details of Staffieri’s hiring. But at that point it all seemed academic. The board had voted. Natale was out. Edward had won. But then the weekend came and everything changed.
Of all Ted Rogers’ children, Martha, the baby, has long been the least defined in the public eye. Lisa, the first born, is the independent one. She lives in Victoria, B.C., far away from company turmoil. Edward, the only son, was the heir apparent, forever trying to emerge from his father’s massive shadow. And Melinda, with her MBA and her venture fund and Silicon Valley ties, was the brains.
But Martha, well, she was Martha. She has a doctorate in naturopathy, but she has never practised. She has been on the company board for 13 years but has never seriously been involved in the business. She was a founding investor in a successful immersive video startup. She was briefly in the news once for a plan to turn three houses on a Toronto ravine into one. But other than that, she has been, for most of her life, a name that comes up in stories about someone else. When Ted Rogers created the family trust, he included a ranked list of his kids in the order he’d like them to be chair. He put Martha last.
All of which is to say that, when Martha Rogers showed up at her sister Melinda’s door on Saturday, Sept. 25, neither one of them would have been likely to predict the pivotal role she was about to play in the history of the company.
Martha and Melinda aren’t close. Because of COVID-19 they hadn’t seen one another in person in almost two years. (Like other members of the family, Martha had waited out much of the pandemic in the Bahamas.) But according to sources with knowledge of the conversation that followed, Martha was deeply disturbed. She had phoned David Peterson that morning and he had laid out to her the reasons he felt so angry about what Edward had done. She was upset and she asked her sister if what Peterson had said was true.
By that point, Peterson was already involved in something of a countercoup, according to sources. The four independent directors — Peterson, MacDonald, Brooks and Jacob — didn’t have the votes to do anything on their own. They knew Melinda was on their side. But the other nonfamily members were firmly behind Edward. To win, they needed more votes, and the only way to get more votes was to flip Loretta and Martha.
Melinda, at one point, drove up to Peterson’s farm in Caledon. Later, Loretta and Martha called Peterson together and he laid out his case for another path. Loretta then spoke to MacDonald and Brooks separately and eventually, she wrote in her affidavit, she “realized that the information I was given by Edward and Mr. Horn regarding Mr. Natale’s job performance was inaccurate.”
Two things were happening in parallel to this push. On one track, Edward was working with the members of the board, including, in his telling, MacDonald and Brooks, to finalize Staffieri’s compensation. On the other, Peterson and the other independents were working to convince Natale to change his mind and come back.
Natale himself had woken up Saturday morning in something of a funk, according to a company source. He was no longer sure that leaving was the best or only option. So when the resistance asked him if he would unresign, he was at least ready to consider the idea. But after speaking with his wife, Natale came back with a conditional reply, according to a source with knowledge of the conversation. He would stay, he said, but only if he could be protected from Edward. “He needed to be allowed to do his job,” the source said, and be assured that Edward’s “behaviour would finally stop.”
Working with a lawyer, the directors and the family drew up a new resolution. Their plan would see Natale stay on while Staffieri would be let go. In addition, the board would set up a review to investigate the “governance failures” that led to the crisis. Edward would be allowed to stay on as chair, but under a new structure that would see Melinda, among others, supervise his dealings with Natale and the rest of management.
All of this took place in less than 48 hours, part of an accelerating time-loop of corporate machinations. In just an eight-day span, Natale had accidentally discovered that his CFO was plotting to replace him, been effectively fired, agreed to a departure package, then convinced to come back by a committee working behind the back of Edward, the chairman of the board and chair of the controlling shareholder — and the brother and son of three of the co-conspirators.
When the Rogers board met again on Sunday, Sept. 26, Edward believed the real business was done. It was just about agreeing to the terms for Staffieri’s hiring. But then John MacDonald interrupted him and Martha started reading. And everything he thought he knew about the next month of his life was turned on its head.
From the moment Martha Rogers read aloud the resolution to un-fire Joe Natale and constrain Edward’s power as chair, the path was set. It would be days yet before the resolution passed and almost a month before the fight would end up in court, but from that instant the rupture was clear. One of Canada’s richest families was at war.
Edward and his supporters on the board were shocked by the reversal Martha proposed. “There was a lot of disappointment and disgust at how this was done,” said one Edward supporter. “And I think rightly so.”
Edward managed to adjourn the meeting until the Wednesday with no vote taken. The next day, Melinda, Martha, Loretta, Edward and Alan Horn all met at Loretta’s cottage. “I wanted to try to reach a resolution,” Edward wrote in his affidavit. He proposed a compromise whereby Natale and Staffieri would work together through the closing of the Shaw transaction. Melinda told him “she thought there might be a path forward and she’d get back to me,” Edward wrote. But it wasn’t to be.
That night, Edward reached out to John MacDonald. He later told him he wanted to push the board meeting scheduled for Wednesday back two days. In the interim, Edward planned to have a meeting of the Control Trust. MacDonald, though, rejected the delay. That led to a bizarre situation on Wednesday, Sept. 29, whereby the Rogers board met without its chair, Edward, because he was meeting with the Rogers Control Trust, which in turn was meeting without at least three members of the Rogers family; Melinda, Martha and Loretta, who were meeting with the board.
In any case, the board, minus Edward and most of his supporters, did meet. They voted to pass the Martha resolution and immediately sent out a news release announcing Staffieri’s departure. Meanwhile, according to Edward, the non-family members of the advisory committee backed him at his meeting, as did Cousin Dave (who, quite frankly, seems to have inher
ited the short end of the family stick — his brother is the Second Baron Martonmere; he gets to muck it up in a colonial telecom war). Four days later, a lawyer acting on behalf of the committee sent a letter to the independent directors warning them that Edward, as Control Trust chair, had the power to unilaterally reconstitute the board if they didn’t fall in line.
That letter was no idle threat. By the early days of October, Edward’s lawyers had begun gathering the materials necessary to fire the independent directors. On Oct. 4, they reached out to the company to obtain a shareholders list, a precursor to the formal replacement process. But Rogers wasn’t ready to co-operate.
What followed was a comically tense skirmish between high-profile lawyers from many of the most powerful firms in the country. At one point, a junior associate from McEwan Partners in Vancouver, working on behalf of Edward, was dispatched to camp out in the offices of Faskens, the lawyers for Rogers Communications. “William, please do not return,” his boss, Ken McEwan, told him in an email that was released in court as part of the litigation: “wait in the main lobby if they do not let you up.”
That move, to occupy physical territory, earned the ire of Faskens, which decried it in an email as “unnecessarily aggressive.” McEwan retorted with an accusation that Faskens was using COVID protocols to delay the inevitable. All the while, everyone seemed to have forgotten poor William, who waited in the Faskens foyer for hours, long after Rogers’ lawyers had assumed he’d gone home. “Folks,” one lawyer wrote to the group at one point during the dispute, “Respectfully, this is getting silly.”
It was also, by that point, increasingly public. At some stage, Edward had obtained the services of a crisis communication firm called Navigator. (Navigator’s founder and executive chairman, Jaime Watt, has written a column for the Toronto Star since 2016.) Melinda in turn hired Provident Communications. And by Oct. 8, the details from the arrested replacement of Joe Natale had begun leaking out.
The story, though, was nowhere near over. On Oct. 19, Toronto Mayor John Tory, a former Rogers executive whose father, also named John Tory, had served as an adviser to Ted Rogers (father of Ed Rogers), mediated a “without prejudice” session between the factions, to little avail. The next day, the board met ahead of Rogers’ third-quarter earnings release. When the main business was concluded, the independent directors insisted on adjourning the meeting so it could continue the next day. Edward — correctly, as it turned out — took that as a sign the board planned to remove him as chair, a humiliation that would have been, by necessity, public.
But by that point there was almost nothing happening inside either camp that wasn’t getting laundered in the press anyway. Both factions were dug in and relations between Edward and the rest of his family especially were awful, and about to get much worse. On Oct. 21, the advisory committee of the Rogers Control Trust met again, at 8 a.m. But like two sides going through a painful divorce, they were initially set up in separate rooms. Tory again acted as a go-between. He shuttled from the Rogers women in one room to Edward, with his team of Ted’s old pals, including Alan Horn and Phil Lind, in the other.
For Loretta, what Lind and Horn did that day was especially galling. She felt Ted’s wishes had been clear.
The trust chair controlled the family shares, but his power wasn’t boundless. He had a duty to consult and seek consensus, she believed. As for the advisory committee, she saw their job as being, first and foremost, to advise, not to take sides and dig in. “It was very difficult for Loretta to understand this and to understand how Phil or Alan would go against her wishes or, frankly, literally what Ted wrote,” said a source close to the family.
When the group finally gathered as a whole, no closer to resolution, Loretta delivered a passionate speech. “I spoke from the heart,” she later wrote. “I emphasized that as co-founder and the first investor in Rogers, nobody has lived the journey of Rogers and the Control Trust more intimately than I have.” There was nothing Ted Rogers deplored more than “a needless public spectacle,” she said. But she no longer felt like some members of the advisory committee, including some of her late husband’s oldest and most trusted friends, were fulfilling their duties to the Rogers family. She also believed that Edward, at this point, needed to be stopped.
After Loretta spoke, the committee voted on whether to constrain Edward’s powers as trust chair. To make such a change, the group would need a two-thirds majority in favour. The final tally wasn’t even close. According to a source familiar with the deliberations, Tory voted with Loretta, Martha and Melinda. Everyone else, including Lisa, the oldest child, stuck with Edward.
Directly afterwards, the Rogers board met again. Loretta personally moved the motion to remove her only son as chair. The era of the two Rogers boards was about to begin.
Oct. 22 marked five weeks to the day since the disputed butt dial upset all of Edward’s plans. That morning, just hours after he was removed as board chair, Edward invoked his nuclear option. Using his power as controlling shareholder, he ordered his counsel to carry out the steps necessary to excise the independent members of the board that had aligned against him. In their place, he nominated a slate of loyalists who, two days later, reappointed him chair.
There’s a world in which it all ended there. For as much drama as the next two weeks caused, the law was never particularly fuzzy. Edward had the right to control the votes of more than 97 per cent of the class-A Rogers voting shares and shareholders elect boards.
But Rogers, the company, wasn’t ready to give in, and neither was the rest of the Rogers family. On that Friday, Oct. 22, Rogers issued a news release stating that it had received legal advice that Edward’s shareholders resolution — to sack the independent directors — was invalid. Martha, meanwhile, had decided to go directly to the people, on Twiter.
Beginning at 3:21 a.m. on Oct. 23, Martha unleashed a series of occasionally profane and often deeply personal attacks on her brother and the “old guard” at Rogers, including Lind and Horn. “Ted knew what his son was,” she wrote at one point. “Ready to come out from behind Navigator’s skirts?” she tweeted at her brother another day. “You’ve spent a lifetime behind mom’s.”
Martha’s tweets were so explosive that on Tuesday, Oct. 26, when Edward filed a petition against Rogers Communications in a B.C. court demanding the company accept his board, he submitted them as evidence to back up his case that his opponents were creating confusion about who was actually in charge at Rogers.
Even for an especially nasty family battle, the affidavits in Edward’s suit were remarkable. Both sides laid out in profoundly personal detail their versions of the schism. Edward took pointed shots at Melinda, whom he accused of leaking confidential Control Trust discussions to Natale, while Loretta took direct aim at her son, charging that Edward’s actions had put everything Ted Rogers worked for at risk.
But for all the dirty laundry that was aired, in the end all the drama boiled down to a rather mindnumbing point of legal minutia. Rogers Communications argued that Edward needed to call a formal shareholders’ meeting to replace the directors. Edward and his lawyers claimed the law in B.C., where Rogers is legally incorporated, allowed them to do it by written notice.
In service to these arguments, the Rogers family and various officials and members of the board aired an overflowing trough of intimate details about the family and the feud. They might have saved themselves the trouble. When Fitzpatrick released her ruling on Nov. 5, she made it clear that almost none of it mattered.
“These family squabbles are an interesting backdrop to this dispute that would be more in keeping with a Shakespearean drama,” she wrote. “However, in my view, the family issues are of little assistance … At best, they are a distraction.”
On the law, she concluded, Edward was in the right. She ordered Rogers Communications to register his slate. The battle of the two boards was done. And 11 days later, Edward finally took his ball and told the rest of the family to go home.
On Tuesday, Nov. 16, Edward’s newly remade Rogers board met to talk about the elephants in the room.
The situation inside the company was clearly “untenable,” said a Rogers source. Natale wanted guidelines to protect senior managers from board interference, according to a second source. Edward, meanwhile, wanted to bring Staffieri back into the company.
By the time the meeting was over, Edward had won, again. Natale was out, and Staffieri was installed in his seat as interim CEO. David Barden, an analyst at Bank of America who spoke to Edward this week, believes it is “likely … a foregone conclusion” that Staffieri will get the permanent job, too.
The board, after all, is Edward’s now, and the company, even if his family, or at least Martha, seem ready to fight on.
After the court ruling came down, Martha tweeted again. This time there were no words, just a picture. It was taken at her father’s grave, a plot of such importance to Ted that he detailed the provisions for its funding and upkeep in his primary will.
Laid out in the grass, in front of the triptych headstone, written in yellow, purple and blue flowers, was a message:
“We Will Fight For You”
It ended in an exclamation mark of bright, pink blooms.
I emphasized that as cofounder and the first investor in Rogers, nobody has lived the journey of Rogers and the Control Trust more intimately than I have.
LORETTA ROGERS