Business Corporations

 The following first appeared in the Globe and Mail, November 2, 2021

The internecine strife in full swing at one of the country’s largest corporate megalodons has spilled out into the streets. This reality show pits Edward Rogers against his mother and two sisters (all of whom are directors of Rogers Communications) and the five “independent” directors on the Rogers board. There’s much more at stake, however, than tabloid-style prurient interest. Important issues of corporate governance loom large.

A key issue is whether Edward Rogers (who controls 97.5 per cent of the votes) had the power to unilaterally remove the five independent directors and replace them with his own nominees – both ostensibly effected by a written resolution signed only by him.

If Rogers was incorporated in any province other than British Columbia, the answer would be an unambiguous no. Under the federal template (the Canada Business Corporations Act), which has been adopted by most of the provinces and territories, removal of directors can only occur by a majority shareholder resolution passed at a shareholders meeting, or by a resolution in writing signed by all shareholders entitled to vote.