Former Rogers CEO responds to countersuit, alleges ‘campaign of dishonesty’

Former Rogers CEO responds to countersuit, alleges 'campaign of dishonesty'
Rogers President and CEO Joe Natale attends the company's AGM in Toronto on Thursday, April 18, 2019.

The former chief executive of Rogers Communications Inc. has fired back at the company, alleging Rogers is carrying out “a campaign of dishonesty” surrounding his ouster in November 2021 by fabricating claims in its defence to his lawsuit.

In court documents filed Thursday, Joe Natale accused Rogers of altering business documents to support its position in the ongoing legal battle between the two sides.

“In an egregious violation of ethics for one of Canada’s largest public companies, RCI has altered meeting minutes from RCI Board meetings from the relevant period to change statements made by Edward Rogers to the Board to better align with RCI’s self-serving narrative of events,” Natale’s filing stated.

It said Edward Rogers, the company chairman, previously filed “different, contemporaneous versions of these meeting minutes in British Columbia Supreme Court in 2021, representing their accuracy to the Court at that time.”

Natale sued the company for wrongful dismissal and breach of contract in August, alleging its chairman carried out “malicious, high-handed, and oppressive conduct.” He is seeking $24 million in compensation and damages.

Rogers responded last month by launching a countersuit against Natale that claims he tried to “subvert corporate governance and his fiduciary duties for his personal gain.”

None of the claims of either party have been tested in court.

In a statement, Rogers spokeswoman Sarah Schmidt said Natale’s “behaviour speaks for itself.”

“While we had hoped to deal with this matter privately, Joe Natale’s lawsuit has left us with no choice,” she said in an email.

“We are confident the courts will discern fact from fiction, including inaccuracies about the company’s actions.”

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Natale’s departure from the Toronto-based telecom was announced after a boardroom power struggle over the chairman’s desire to replace him with then-chief financial officer Tony Staffieri, now Rogers’ CEO.

Edward Rogers’ initial attempt to oust Natale in favour of his No. 2 led instead to Staffieri’s departure in September 2021, as well as a board vote that saw Edward removed from his seat at the head of the table.

Edward penned a shareholder resolution to oust the five directors who had defied him, without holding a board meeting. The company filed a legal challenge to his revamped board, sparking a court battle over who actually served on it.

A British Columbia Supreme Court judge ruled Edward Rogers’ declaration legitimate and he was reinstated as chairman.

Staffieri replaced Natale as president and CEO in the aftermath of the ruling.

Rogers’ statement of defence and countersuit alleged that Natale had initially agreed to resign and negotiated a “generous retirement package,” but shortly afterward “reneged on his agreement and began a campaign to entrench himself.”

Natale’s version of events differs. He has argued that he negotiated and agreed upon the terms of his severance in a series of meetings with Edward in September 2021, which were approved by the Rogers board.

But he said a group of board members then asked him to stay on as CEO against Edward’s wishes “to support the strategic priorities of the business” and that the company enhanced his employment terms in written contracts in October 2021, before he was terminated the next month.

Natale’s allegation that company board meeting minutes were altered surrounds the status at the time of Robert DĂ©patie, the former chair of the board’s human resources committee, and whether he had resigned from the board to assume an executive position with Rogers.

Rogers has submitted that although Edward communicated to the board DĂ©patie planned to resign as a director of the company pending the approval of a new CEO, DĂ©patie had not actually stepped down or joined the management team at the time.

The company’s statement of defence argued Natale’s revised contract was invalid since DĂ©patie did not approve it, even though he was still on the board’s human resources committee at the time.

In new documents filed Thursday, Natale quoted minutes from a Sept. 22, 2021 board meeting filed by Edward with the British Columbia Supreme Court in the board dispute case that same year. The minutes state Edward had reported to his fellow board members that “DĂ©patie had resigned from the board of RCI effective the day before.”

The B.C. court filing, made Oct. 26, 2021, indicates the minutes are a draft version.

SEE ALSO: Telus announces 6,000-person layoff, reports 61% drop in Q2 net income

In the Thursday statement of defence, Natale alleged Rogers has since altered those minutes to state Edward told the board “DĂ©patie would resign from the board of RCI upon signing an employment agreement for such role.”

His side called Rogers’ position a “transparent attempt to deter Natale from holding RCI accountable and to harm his excellent reputation.”

“It is further evidence of RCI’s high-handed and malicious conduct against Natale warranting a claim of punitive damages,” the filing stated.

Natale’s lawsuit accused Edward and his wife Suzanne Rogers of hiring actor Brian Cox of HBO’s “Succession” to create a “demeaning” video about him and allegedly distributing it to family members, friends and colleagues, before it was eventually reported on by media.

The video included a message congratulating Edward Rogers on his “real-life Succession at Rogers Communications” and used an expletive to describe Natale’s departure from the company.

This report by The Canadian Press was first published Oct. 5, 2023.

The Canadian PressThe Canadian Press

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