A Conversation with Alexandra Posadzki on Rogers v. Rogers

Rogers v. Rogers investigates the power struggle that tore apart one of Canada’s wealthiest telecommunications families. Journalist Alexandra Posadzki details the 2021 boardroom battle between Edward Rogers and his family over the company’s leadership. It serves as a compelling look at how family drama and unique corporate governance can trigger a public crisis. The book can be purchased at Indigo or Amazon.

SUNNI SCHNEIDER: Hi everyone, thanks for joining us today. Today we have a special guest, Alexandra Posadzki. She is a journalist from the Globe and Mail and the author of Rogers v. Rogers. Thanks for joining us, Alex.

ALEXANDRA POSADZKI: Hey, thanks so much for having me.

JEFF POLLOCK: So, before we get started, here is the book. I ordered this as soon as it came out. It’s a really good book; I’m actually part of a book club and presented this to our group a while back. We had quite a good turnout, so congratulations on the book.

ALEX: Thank you so much.

SUNNI: We have a few questions to go through, rotating between Jeff and me. Tell us about when Loretta, Ted’s widow, was on her deathbed. Not all her children were present. Can you tell us what happened there?

ALEX: Yeah, absolutely. I actually opened the book with that scene in the prologue. I felt it was a very tragic but powerful moment that demonstrated just how fractured this family had become as a result of the conflict over who should be CEO.

Loretta, Melinda, and Martha wanted Joe Natale to stay on as CEO, while Edward and some of the company founder Ted Rogers’ friends wanted to replace him with Tony Staffieri. There was such a heated fracture within the family over this that by the time Loretta passed, Edward was actually not at her deathbed.

JEFF: Ted Rogers was a strong personality. He died about 17 years ago, at the end of 2008. Since then, the company has been on its fourth CEO. How could you sum up why there have been so many CEOs in such a short amount of time?

ALEX: To put it in as short of an answer as possible: Rogers, the company, was really synonymous with Ted Rogers. When you have a founder who is so ingrained in everyday decision-making—there was a joke people used to make that no decision was too small for Ted—it can be very challenging for that company to find its footing after the founder passes away. I think that’s what Rogers has struggled with. As we saw more recently, there were divisions in the family regarding who was the right person and whether anybody could ever be like Ted.

SUNNI: Which leads to the next question. Ted never endorsed either Edward or Melinda to succeed him as CEO. Why do you think that was?

ALEX: Well, he said publicly that they were not ready. I think he also felt there should be professional management. Ted had this idea of Rogers as a meritocracy where you should have the best people in those roles; he didn’t want it to be assumed his offspring would take over just because they were his kids. I think the street found it reassuring that there would be professional management.

At the same time, he did make Edward the chair of the Rogers Control Trust, which owns the vast majority of the company’s Class A voting shares. So, while he didn’t necessarily see Edward or Melinda as CEO, he gave them roles on the board and at the Trust.

JEFF: Could you talk a little bit about the governance? It’s very unique in that it has two separate boards. Dual-class share structures are not unusual in Canada, but this structure is very unique. Could you explain it?

ALEX: Sure. There are Class A shares (with voting rights) and Class B shares (without). The vast majority of Class A shares are owned by the Rogers Control Trust, which gives the chair—Edward—ultimate control over choosing directors. Ted set it up this way so he could make acquisitions and be extra sure he never lost control of the company.

There is a big debate over whether these are appropriate. Melinda has said they allow companies to outperform over the long run because you can take a longer-term view, insulated from market swings. But others say it is unfair for a family with a minority equity stake to have outsized control. In late 2021, we saw the worst-case scenario: a family blow-up where Class B shareholders had no say over whether Edward Rogers could fire independent directors and replace them with his own to push through a leadership change.

JEFF: In 2021, there was a direct conflict between the board and Edward Rogers. It ended up in a BC court. At the time, what did the board view their fiduciary duty as being?

ALEX: There was actually a difference of opinion between directors. One contingent believed their role was to be a check and balance to Edward Rogers’ power. However, the company’s lead director—who was in the Edward camp—articulated a different theory to me: that the role of independent directors is to be independent of management. The inference there was that the previous directors had become captured by Joe Natale and his team. It was a fundamental disagreement over the role of a director.

SUNNI: Martha and Melinda eventually left the board. What do you think about their absence?

ALEX: They had taken the company to court alleging they couldn’t perform their duties because certain documents were being withheld. They eventually reached a private settlement. As part of that settlement, they stepped down. For the company, that means you don’t have these warring factions on the board anymore, but it also means you lose those voices of dissent.

JEFF: You mentioned Melinda had statistics on how the dual-class structure outperforms. Did you talk to anyone else on the board who was more critical of Ted’s idea?

ALEX: You know, I don’t know that anyone on the board would have necessarily been critical of the dual-class structure. If you are on the board of Rogers, you know it’s a dual-class company—that’s essentially what you signed up for.

SUNNI: Your play is running right now, Rogers v. Rogers. When were you approached about that?

ALEX: It was not long after the book came out. Michael Healey, the playwright, wrote that script really fast. It’s doing great and is mostly sold out.

JEFF: We have tickets for the 28th, so I’m really excited.

ALEX: Amazing! I hope you enjoy it. It is very funny. My standard caveat is that while my book is journalistic non-fiction, the play is a work of satire. He deviates from the facts for storytelling and humor, but the essence of the story is there.

JEFF: If someone is looking for a copy, do you have a preferred medium to purchase your book?

ALEX: It’s all the same to me, but shout out to independent booksellers and Canadian stores like Indigo. I also get the convenience of Amazon, particularly during the stressful holiday time. Get it wherever books are sold.

SUNNI: Great. Really nice meeting you, Alex. Thanks for joining us today.

ALEX: You too. Thank you so much for having me.