Ruling is the culmination of a founding family and boardroom feud has raged since September, first privately and then publicly

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The company’s lawyers had countered that there was wording within the corporate articles that required a meeting of all shareholders to make such changes. They also argued that doing what Edward had done was against the wishes of his later father, company founder Ted Rogers.

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Edward said the 10 out of 11 board directors including his mother and sister Martha initially supported the departure of CEO Joe Natale, something he had pushed for after losing confidence in Natale’s ability to close the performance gap with rivals Bell and Telus and shepherd the $26 billion acquisition of Calgary-based Shaw. But MacDonald countered that the CEO’s resignation was presented to most of the board as a fait accompli and that although they had not lost confidence in Natale’s performance, they approved a move they thought he had made willingly.

A couple of days later, the board including four independent directors who had initially voted in favour of Natale’s resignation and compensation, voted instead to remove Rogers’ CFO Tony Staffieri, who would have replaced the CEO. A few weeks later, they ousted Edward as chair of the board.

Edward responded by saying he had lost faith in the directors. He removed five independent directors by written resolution and replaced them with his own picks — Jack Cockwell, Michael Cooper, Jan Innes, Ivan Fecan and John Kerr. According to Edward, they then met Oct. 24 and elected him chair.

The company insisted that old board remains intact including independent directors John MacDonald, Bonnie Brooks, John Clappison, Ellis Jacob and David Peterson, and that Edward’s board was “invalid.”

More to come…

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