In Rogers v. Rogers Communications Inc., 2021 BCSC 2184, Ken McEwan, Q.C., Emily Kirkpatrick and William Stransky successfully represented Edward Rogers, as the authorized representative of the majority shareholder, in a dispute as to the validity and effectiveness of a consent resolution he initiated to remove and replace five of Rogers Communications’ board members.
This case arose in the context of a corporate governance dispute. Rogers Communications, a British Columbia company, was originally controlled by Mr. Ted Rogers. Following his death, his voting shares were passed to the Rogers Control Trust, which controls approximately 97.52% of the Class A Voting Shares and approximately 9.89% of the Class B Non-Voting Shares, and of which Mr. Edward Rogers is the chair. Following a disagreement regarding the management of the company, Mr. Rogers submitted a written resolution replacing 5 of the company’s 14 directors and voted the control trust’s shares in support of it, relying on certain provisions of the British Columbia Business Corporations Act. The company’s management, with the support of certain overholding and remaining directors, suggested the resolution was “invalid” and argued that a duly called shareholders’ meeting was required.
In reasons issued on November 5, 2021, the Court concluded that the process by which Mr. Rogers obtained the consent resolution was available to him under the company’s Articles and the Act, ordered the company to confirm the replacement directors and all the related relief sought, and ordered costs be payable to Mr. Rogers by the company. In doing so, the Court interpreted for the first-time (a) certain provisions unique to British Columbia company law in Canada, including its definition of “consent resolution”, the guidelines and requirements for submitting such resolutions, and the validity and effect of such resolutions; and (b) the effect of a dual-class shareholder structure on such issues.
In a press release issued on Sunday, November 7, the company announced that it would not appeal the Court’s ruling.
The full reasons of the Court’s decision can be found here.