Rogers Communications Inc. RCI-B-T says in a new court filing that an allegation by its former chief executive officer that the company altered board meeting minutes is false, the latest in a continuing legal battle between the telecom giant and Joe Natale.
In his most recent court filing, Mr. Natale, who was let go in late 2021 amid a high-profile boardroom battle at the telecom, had alleged that the company committed an “egregious violation of ethics” by altering board minutes to support a false version of events.
In its latest response, dated Nov. 10, the telecom counters that Mr. Natale’s claim is “false and made for an improper purpose.”
“None of the draft minutes of the September 22, 2021 board meeting relied upon by Natale were finalized or approved by the board,” the filing reads.
The dispute between Mr. Natale and Rogers is a rare instance of a blue-chip company and its former CEO openly going to war with another and airing their grievances in public.
Mr. Natale is seeking at least $24-million for wrongful dismissal and breach of contract, after being let go in late 2021 amid a boardroom battle that also resulted in the ouster of five of the telecom’s independent directors.
Rogers has countersued Mr. Natale, arguing that he should return at least $15.4-million in severance after the company retroactively made his dismissal for cause.
Neither side’s allegations have been proven in court.
At issue in the dispute over the meeting minutes is whether or not Robert Dépatie, the former chair of the Rogers board’s human resources committee, had resigned from the board during the Sept. 22 meeting. The draft minutes suggest that he had resigned but had not followed the proper procedure for doing so, and therefore remained on the board. The final version, meanwhile, says he had not resigned at all.
The company’s position is that changes that were made to Mr. Natale’s employment contracts did not have proper board approval because Mr. Dépatie remained on the board and did not sign off on them.
Rogers is alleging that Mr. Natale ignored legal advice that Mr. Dépatie had not resigned, and that Mr. Natale attempted to pressure Mr. Dépatie into admitting that he had stepped down.
The company says in its latest filing that the former CEO’s legal arguments attempt to “re-characterize Natale’s conduct as forthright, motivated by the best interests of RCI, and consistent with his duties to the company.”
“That characterization does not withstand scrutiny,” the company argues.
Bill Walker, a spokesperson for Mr. Natale, said in a statement that “today’s reply from Rogers gives us even greater confidence that the court will recognize the validity of our claim.”
The boardroom conflict that erupted in the fall of 2021 found Rogers chairman Edward Rogers on opposite sides from his mother, Loretta Rogers, and two of his sisters, Melinda Rogers-Hixon and Martha Rogers, over the telecom’s leadership.
Mr. Rogers wanted to replace Mr. Natale with the company’s chief financial officer, Tony Staffieri, but met resistance from the majority of the company’s board, including the three family members.
Mr. Rogers then used his position as the chair of the Rogers Control Trust, which controls the telecom through its ownership of 97.5 per cent of its voting Class A shares, to replace the five independent directors who had opposed him.
After a B.C. court ruled in Mr. Rogers’s favour, the telecom’s reconstituted board voted to fire Mr. Natale, replacing him with Mr. Staffieri. A number of the wireless giant’s senior leaders trailed Mr. Natale out the door.
Mr. Natale has argued that he excelled in his role as CEO, including by orchestrating the telecom’s recently completed $20-billion takeover of Shaw Communications Inc., and that the company has not fulfilled its contractual obligations to him. He argues that the telecom owes him a $4-million bonus payable on closing of the Shaw deal, which occurred in April, 2023, as well as an additional $20-million that he says he was owed 30 days after closing.
He is also seeking additional payments of undisclosed amounts tied to performance-related restricted stock units and “punitive, moral, and aggravated damages,” which he says he is owed partly because Mr. Rogers and his wife harmed his reputation by hiring the actor Brian Cox to create a disparaging video about him.
Rogers, meanwhile, has called Mr. Natale a “self-interested executive who resisted board oversight and refused to accept the authority of the Control Trust Chair.” The company argues there is no basis for punitive, aggravated or moral damages to be paid to Mr. Natale, but rather that the former CEO should pay the company $1-million of “punitive and/or exemplary damages” for his “high-handed and reprehensible conduct.”