By Holly Honderich-BBC News, Washington
https://www.bbc.com-Image source, Getty Images/BBC
Image caption, A family power struggle has split Edward Rogers from his mother and sister
The family at the helm of Canada’s largest telecommunications firm, Rogers Communications, has descended into civil war. The bitter power struggle is now headed to court.
It was just after 3am on a Sunday, and Martha Rogers couldn’t sleep.
She took to Twitter to agonise about the fate of her father’s eponymous telecoms firm, Rogers, a giant in Canada’s corporate landscape and the centrepiece of their family’s multi-billion dollar dynasty.
“With 24,000 employees and mortgages on the line, it’s not easy,” Ms Rogers wrote.
The company, a C$30bn ($24bn; £17bn) behemoth, is the mobile carrier of nearly 11 million Canadians, with a stake in everything from hockey to cable television. The family name is a staple of the Toronto skyline and is emblazoned across one of Canada’s largest stadiums.
But it has struggled since the death of its founder in 2008, and now, its future has been thrown into question by an epic family feud.
Ms Rogers, her sister and mother have split from her older brother Edward after he attempted to oust the company’s chief executive and other members of its independent board in September, launching an unusually public row in Canada’s business world.
Two separate groups of directors are now claiming to represent Rogers – exposing old family rivalries and unwanted turbulence ahead of a pending $26bn takeover of a rival telecoms firm. Already, shares of Rogers have slumped as the family drama plays out. The fallout could affect everything from professional sports to local politics.
“It’s moving from ‘Succession’ to ‘Game of Thrones’,” said Richard Powers, professor at the University of Toronto’s Rotman School of Management. “These are very important times for the company, and the last thing they need is this distraction.”
The plot at the moment is straight out of HBO. The drama launched earlier this month when Edward, 52, sought to replace Rogers chief executive Joe Natale, blaming him for the firm’s underperformance.
But Matriarch Loretta Rogers, 82, and her daughters closed rank, backing Mr Natale, and later voted to remove Edward as chairman of the Rogers board.
In turn, Mr Rogers filed suit in British Columbia, seeking legal approval to reconstitute the company’s board and restore his position of chair – without consulting shareholders.
The court has scheduled a hearing for Monday.
“Ed’s perpetual tantrums when he doesn’t get his way,” his sister Martha tweeted. It was “turning into Toronto’s own real life soap opera,” she added.
Through a representative Mr Rogers declined an interview request, but said in a statement that “decisive action was needed to return the company to stability” and close a pending merger with competitor Shaw Communications.
In court documents, Mr Rogers said he had grown “increasingly concerned” with Mr Natale’s performance. Rogers has been beset by sluggish growth in wireless revenue, stagnant share prices and, most recently, a loss of roaming revenue due to Covid-19 travel curbs.
Mr Natale, 57, did not respond to a request for comment.
“I have the greatest respect for Joe Natale,” said Rotman’s Prof Powers. “He has excellent experience, by all reports doing an excellent job. Not good enough, apparently, according to Edward.”
Mr Rogers had aimed to replace him with Tony Staffieri, who had been the Rogers Chief Financial Officer.
But in a bizarre twist, the covert plan was exposed when Mr Staffieri accidentally pocket-dialled Mr Natale while discussing it with someone else, an incident first reported by the Globe and Mail newspaper.
After learning of the scheme, Mr Natale informed an independent director, prompting an emergency board meeting, where the majority of the group – including Mrs Rogers and her daughters – backed him.
Mr Staffieri left the company days later.
Mr Rogers alleged in court documents that the Rogers board had initially agreed to replace Mr Natale, and that the CEO had begun preparing for retirement. Two days later, they reversed course.
But his family has presented a very different version of events, saying he had misled them about Mr Natale’s performance.
The board stripped Mr Rogers of his chairman title. His mother and two sisters all cast votes against him.
Mr Rogers then called his own meeting of what he deemed a newly-constituted board of Rogers to reinstall him. Mrs Rogers called the actions “invalid”, saying in a statement that her son was proceeding down a “misguided and miscalculated path”.
“He should stop immediately, as his behaviour simply serves to underscore his seemingly wanton disregard for good governance,” she said.
His sister, Martha, wrote on Twitter that his appointment “should be taken as seriously as if he appointed himself the King of England.”
Rogers Communications was founded by patriarch Ted Rogers in 1960, when he bought Canada’s first FM radio station in Toronto.
The elder Rogers ran the company until his death in 2008, having overseen its expansion from a small cable TV firm into one of the country’s most powerful corporations.
Beyond the core telecoms firm, Rogers today owns a variety of businesses. The company owns the Toronto Blue Jays baseball team, and holds a stake in Maple Leaf Sports & Entertainment, which owns both the Toronto Maple Leafs hockey team and the Toronto Raptors basketball team.
But the firm has sometimes stumbled since its founder’s death.
“Rogers has been underperforming,” said Richard Leblanc, a professor of law, governance and ethics at York University in Toronto. “And that’s because of interpersonal dynamics.”
Mr Rogers’ death left a vacuum, he said, and it has been filled, in part, by “intense” sibling rivalry with Edward, Ted Rogers’ only son, often at the centre.
When his father died, Edward became chair of the Rogers Control Trust – a family-run entity which controls the majority of Rogers Communications shares. In this seat, Mr Rogers has broad authority to vote the family’s shares in the public company: 97.5% of all voting shares at Rogers Communications.
His father once compared the position’s power to that of the president of the United States – and, according to Prof Leblanc, it is a highly unusual arrangement.
“I’ve never seen that, in 25 years of corporate governance, so much power concentrated in one individual,” he said.
In January 2018, the Rogers board voted to appoint Mr Rogers as chair, further consolidating his authority.
He has frequently come up against the company’s CEOs, who have seen abrupt ends to their tenure after falling out of favour. Mr Natale is the third CEO in the past 10 years.
“It seems like Edward likes them until he doesn’t,” said the University of Toronto’s Prof Powers.
Mr Rogers has further courted controversy in conducting his public life.
His family drew the ire of some earlier this year after his wife, Suzanne, posted a photo of herself, her husband and their two sons with former US President Donald Trump at his Florida resort Mar-a-Lago. Their apparent affection for Mr Trump angered many Canadians upset by the former president’s response to Covid-19, his role in the 6 January Capitol riots, and his energetic dispute of the 2020 election results.
But for some, Mr Rogers committed his cardinal sin outside the family feud.
According to the Toronto Star newspaper, he had sought to end the tenure of the president of the Toronto Raptors basketball team, Masai Ujiri. (The team is part owned by Rogers.)
Mr Ujiri, who led the Raptors to their first-ever NBA championship win, is adored by Canadians. Mr Rogers apparently felt differently, arguing Mr Ujiri was not worth the amount offered.
For Torontonians in particular, alleged disloyalty to Mr Ujiri crossed a line.
Until this month, the Rogers family had publicly stood behind him. But his attempt to remove CEO Mr Natale “was a bridge too far”, said Prof Leblanc.
“We’ll spend every penny defending the company, employees & Ted [Rogers]’s wishes, nothing you can do will deter us,” Martha wrote in a tweet, seemingly directed at her brother. “Bring. It. On.”
The issue now before a British Columbia (BC) court is whether Mr Rogers can push through changes to the Rogers’ board without calling a shareholder meeting.
In his suit, Mr Rogers has argued that in BC, where Rogers is incorporated, such a change may be made through a written resolution.
And experts say Mr Rogers may have the legal upper hand thanks to his control of the family trust, which gives him authority over so much of the company’s voting shares.
A pyrrhic victory?
Amid the turmoil, Toronto’s mayor John Tory has reportedly been dragged into the role of mediator by the Rogers family. He has long been a board member and a confidante to the family. He has been forced to field questions over how his work with Rogers fits with his mayoral duties after it was reported that he received payment from the trust.
“John Tory gets paid to be Rogers family therapist, but it’s the city that could do with a session,” read one newspaper headline.
Even if a BC judge rules in Mr Rogers’ favour on Monday, it may be a pyrrhic victory.
The company’s stock has fallen more than 8% on the Toronto Stock Exchange since 21 October, when Mr Rogers was removed as chairman.
And if he is reinstated, he will preside over a badly fractured board as it navigates a complicated takeover, which still needs regulatory approval.
Most observers think the deal will be completed, but with some modifications.
The Ontario Securities Commission has made inquiries this past week in the wake of the family row, Prof Leblanc said, adding he “would not rule out” that the merger may ultimately fall through.
“You have, essentially, a dysfunctional board and dysfunctional family,” said Prof Leblanc. “And the market does not like uncertainty.”
Graphics by Angélica Casas