The Paul Wells Show - Encore: The War Inside Rogers
Episode Date: July 23, 2025The book Rogers v Rogers takes us into the messy succession drama inside one of Canada’s biggest companies, Rogers Communications. It features family members fighting in public, two competing boards..., and even actor Brian Cox from HBO's Succession. The book’s author, Alexandra Posadzki, takes us behind the scenes of a company trying to find its footing after the death of their founder, all while navigating a high-stakes business deal. This episode originally aired on March 20th, 2024
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                                         Hi, it's Paul Wells. This is an episode of the Paul Wells show that you might not have heard before
                                         
                                         because we put it out before the show became the runaway hit that you know and love.
                                         
                                         Hope you enjoy it again or for the first time.
                                         
                                         A real-life succession drama with a guest appearance from Brian Cox?
                                         
                                         Congratulations on your real-life succession at Rogers Communications and also having Joe
                                         
                                         Natale to fuck the fuck off.
                                         
                                         This week the author of a rip-roaring new book about the power struggle at Rogers.
                                         
                                         I'm Paul Wells, the journalist fellow in residence at the University of Toronto's Munk School. Welcome to the Paul Wells Show.
                                         
    
                                         For a few weeks in 2021, corporate Canada was more fun than I've ever seen it.
                                         
                                         The Rogers family was trying to decide who should run the Rogers Corporation, and the way they did it was spectacularly public. The company's CEO found out
                                         
                                         his job was in trouble from an accidental phone call, which is surprising when you consider that
                                         
                                         these people run a phone company. The youngest of Ted Rogers' four children, Martha Rogers, challenged
                                         
                                         her own brother Edward's decisions
                                         
                                         on Twitter, all while the government was deciding whether to approve a $20 billion
                                         
                                         merger between Rogers and Shaw. Alexandra Pszczadzki had a front row seat to it all
                                         
                                         as a business writer at the Globe and Mail. And now she's written a best-selling book about the
                                         
    
                                         drama, Rogers vs. Rogers, the battle for control of Canada's telecom empire.
                                         
                                         It's a fantastic guide to understanding one of Canada's biggest companies at the most dangerous
                                         
                                         and ridiculous moment of its history. And yes, near the end, Brian Cox from the HBO show Succession
                                         
                                         makes an appearance. I'm not even making that part up. We'll get to that before this strange tale is done.
                                         
                                         Alexander Pszczatski, thank you for joining me today.
                                         
                                         Thank you so much for having me.
                                         
                                         I want to first talk about the terrifying
                                         
                                         moment in every writer's life when they realize
                                         
    
                                         that they're going to be writing a book.
                                         
                                         When, when did you decide this Rogers mess
                                         
                                         had gotten so big that the only way out
                                         
                                         was to, was to write a book?
                                         
                                         Well, to be quite honest with you, I was
                                         
                                         approached about writing a book by my agent
                                         
                                         Martha Webb, and it was shortly after I had
                                         
                                         broken the story for the Globe and Mail about
                                         
    
                                         the alleged butt dial that had alerted, uh, the
                                         
                                         CEO of Rogers to the fact that his job was on the line. And one of the things I learned, because I
                                         
                                         haven't been following the coverage day by day,
                                         
                                         one of the things I learned is that the existence
                                         
                                         of the butt dial is hotly contested, that it's
                                         
                                         really not sure how Joe Natale learned that he was
                                         
                                         maybe for the high jump.
                                         
                                         That's right.
                                         
    
                                         So the version of events that has come out in sworn affidavits, that has been a very, very Joe Natale learned that he was maybe for the high jump. That's right.
                                         
                                         So the version of events that has come out, um,
                                         
                                         in sworn affidavits, uh, in court by Joe Natale,
                                         
                                         as well as several other directors of Rogers is
                                         
                                         that Joe, and it turns out this was actually a
                                         
                                         but answer as opposed to a technically a but dial
                                         
                                         is that Joe had called his chief financial
                                         
                                         officer Tony Staffieri and Tony had allegedly inadvertently answered the call
                                         
    
                                         while the phone was in his pocket while he's having this discussion about how he
                                         
                                         plans to reshape the leadership ranks of Rogers Communications when he imminently
                                         
                                         becomes the CEO of Rogers.
                                         
                                         This, as you can imagine, comes as a shock to Joe, who thought that things were going
                                         
                                         quite well, given that he had just signed a deal for Rogers to acquire for $20 billion,
                                         
                                         Western Canadian Cable Company's Shaw Communications.
                                         
                                         This was the deal of Roger's founder Ted Rogers'
                                         
                                         dreams. The whole family was aligned on the importance of this deal. Then the other version
                                         
    
                                         that later has emerged is that Tony has denied the existence of a butt dial. He did so in kind of a
                                         
                                         very specific way in the Toronto Star saying there was no call to Joe, there
                                         
                                         was no call by accident to Joe, some sources that I have spoken to have gone further than
                                         
                                         that and have essentially said that they doubt that there was this inadvertent phone call
                                         
                                         at all, whether it be a but dial or a but answer, and that Joe actually learned of the
                                         
                                         plan through some other means, for instance,
                                         
                                         by monitoring Tony Staffieri's communications.
                                         
                                         And all of that serves as a handy reminder that
                                         
    
                                         while this is an extraordinarily juicy
                                         
                                         business story, it, almost every aspect of it
                                         
                                         takes a fair bit of setup before people can
                                         
                                         understand why it was so astonishing that these
                                         
                                         people who run a phone company didn't know how
                                         
                                         to use their phones.
                                         
                                         So let's back up a little bit. Why does Rogers matter in Canada?
                                         
                                         Well, Rogers is a company that touches millions of lives, not just through their wireless and cable offerings, but also because they own media companies, they own sports teams,
                                         
    
                                         they own the Rogers Center where Taylor Swift will
                                         
                                         be performing soon.
                                         
                                         And it was really this company that was started by Ted Rogers who had lost his own father
                                         
                                         when he was young and subsequently to losing his father, his mother effectively sold off
                                         
                                         the family's position in the family business and was sort of left with nothing.
                                         
                                         And so she instilled in Ted this desire
                                         
                                         to bring the Rogers family name back into prominence.
                                         
                                         And so he goes to boarding school,
                                         
    
                                         and he grows up with this kind of singular goal
                                         
                                         of restoring the family name.
                                         
                                         He goes and he starts building this company, first in TV
                                         
                                         and radio and then in cable, and then has the brilliant foresight
                                         
                                         to get into wireless while
                                         
                                         people still have a lot of doubts about wireless and essentially creates through these mountains
                                         
                                         of debt this investment grade company.
                                         
                                         And just to kind of set up the players a little bit.
                                         
    
                                         So Ted has four children.
                                         
                                         The eldest of them is Lisa Rogers, followed by his first and only son, Edward Rogers,
                                         
                                         and then we have Melinda Rogers and Martha Rogers. And as Ted is getting older, there's
                                         
                                         all these questions swirling around succession. He's obviously this larger than life figure
                                         
                                         within Rogers. There's jokes going around about how there's no decision at Rogers too
                                         
                                         small for Ted to make, which
                                         
                                         is actually probably a bit of a truth more than a joke.
                                         
                                         And so everyone's wondering what's going to happen to this company when Ted ultimately
                                         
    
                                         steps aside or passes away.
                                         
                                         And at the same time, we see two of his children, that is Edward and Melinda, kind of working
                                         
                                         their way up through the company into progressively senior roles.
                                         
                                         And so within kind of the rank and file, there's this perception of a rivalry between Edward
                                         
                                         and Melinda.
                                         
                                         And what Ted ultimately does is he decides that he's going to actually leave it up to
                                         
                                         the board to choose the next CEO of Rogers.
                                         
                                         But he strongly indicates a preference for a non Rogers family member.
                                         
    
                                         And that is the head of the
                                         
                                         company's wireless business who becomes the COO, a man named Nadir Mohammed.
                                         
                                         And at the same time, there's another succession for Ted to plan, and that is who will be the
                                         
                                         controlling shareholder of Rogers Communications, because of course Rogers has this dual class
                                         
                                         share structure where they have class A voting shares
                                         
                                         and class B non-voting shares
                                         
                                         and the vast majority, 97.5% currently of those voting shares
                                         
                                         are held within trusts that are controlled
                                         
    
                                         by the Rogers family.
                                         
                                         And so a successor has to be chosen there
                                         
                                         in terms of who will be the controlling shareholder,
                                         
                                         the chair of the Rogers
                                         
                                         control trust.
                                         
                                         And then if we fast forward a little bit, the
                                         
                                         company goes through a series of CEOs before we
                                         
                                         land in the fall of 2021, where we have Joe
                                         
    
                                         Natale at the helm of the company, Rogers having
                                         
                                         just signed this major deal to acquire Shaw and
                                         
                                         this conflict breaks out.
                                         
                                         So it's two succession crises in one, right?
                                         
                                         It's a battle over who's going to run the company as CEO.
                                         
                                         And it's a battle over how the family is going to sort its
                                         
                                         influence at the board level and they play off each other.
                                         
                                         I mean, so it seems to me, once I get to the end of the story,
                                         
    
                                         that Ted Rogers hoped that he could plan out his
                                         
                                         succession as founders always do.
                                         
                                         But in fact, the fundamental decisions just ended up getting punted forward
                                         
                                         a few years, really just a few years past his death.
                                         
                                         And then they play out in this extraordinary real-time drama.
                                         
                                         Yes.
                                         
                                         The situation that essentially was the worst case scenario, the thing that Loretta
                                         
                                         says Ted would have, Loretta being Ted's wife, that Loretta says Ted would have wanted
                                         
    
                                         to avoid at all costs, which is this highly public embarrassing dispute between factions
                                         
                                         of the family.
                                         
                                         And the timing for an open family crisis could hardly be worse because while this is going on,
                                         
                                         Rogers is trying to merge with Shaw, a $20 billion deal that needs federal regulatory approval.
                                         
                                         And I mean, sort of depends on Rogers' ability to pass itself off as a company that can handle
                                         
                                         not just great responsibilities, but greater
                                         
                                         responsibilities.
                                         
                                         Meanwhile, they've got two really substantial
                                         
    
                                         service outages and everyone named Rogers is
                                         
                                         swearing at each other on Twitter.
                                         
                                         It's not ideal.
                                         
                                         No, and I think the timing is a really
                                         
                                         interesting point that you raised because in fact, it's
                                         
                                         the timing that Edward uses to try to justify his desire to change the leadership of Rogers
                                         
                                         because he later states that he doesn't feel that Joe is the right guy to close the deal
                                         
                                         and to integrate the two companies.
                                         
    
                                         And meanwhile, a number of other directors on the board of Rogers, including ultimately
                                         
                                         three family members, they feel that this is the absolute worst time to change the leadership
                                         
                                         of the company because not only are you changing the CEO, but you're also talking about replacing
                                         
                                         the vast majority of the company's senior leadership team right at this critical moment where they're looking to close this deal, this highly symbolic and important deal
                                         
                                         for Rogers that the whole family is aligned on, and it requires approval of not just one
                                         
                                         but three government regulators.
                                         
                                         And so this is a time when Rogers should be kind of keeping its head down and focusing
                                         
                                         on getting this deal done, and instead it's embroiled in this
                                         
    
                                         highly public battle that lands in a BC courtroom and as you've mentioned goes through two
                                         
                                         Nationwide outages one that's just a wireless outage and then the other that's actually an entire
                                         
                                         service outage of you know cable TV internet and wireless service just as Rogers is asking the government
                                         
                                         Effectively for permission to become
                                         
                                         an even larger national coast to coast player.
                                         
                                         One sense that I had of the scale of things is
                                         
                                         that for almost all of the story, I was working
                                         
                                         for Rogers, right?
                                         
    
                                         Like I was, I was an employee of McLean's
                                         
                                         magazine that was owned by Rogers.
                                         
                                         That was part of a media division, which
                                         
                                         Joe Natale sells off at some point.
                                         
                                         This doesn't even get mentioned, I believe, in your book because it amounts to a rounding error
                                         
                                         on a week's revenues because the real game is
                                         
                                         bandwidth, smartphones.
                                         
                                         I mean, that's where the real battle is.
                                         
    
                                         Yeah.
                                         
                                         That's a really interesting point that you
                                         
                                         mentioned having worked for Rogers yourself.
                                         
                                         I think this is another thing to keep in mind for
                                         
                                         Canadians and potential readers of this book is just
                                         
                                         when we talk about Rogers touching millions of people's lives, this is a company that
                                         
                                         employs tens of thousands of people across its business.
                                         
                                         Like you mentioned, they own media companies. They did sell off their magazine division,
                                         
    
                                         but media is just such a tiny, tiny piece
                                         
                                         of the pie compared to the revenues that they get from their wireless business and their
                                         
                                         cable business.
                                         
                                         We really are dealing with a very large and very significant company.
                                         
                                         They're widely held by shareholders.
                                         
                                         I mentioned the dual class share structure.
                                         
                                         You've got the class A voting shares, the class B non-voting shares. Well, you know, the vast majority of public
                                         
                                         shareholders are of course, class B non-voting
                                         
    
                                         shareholders, but it's a lot of people, right?
                                         
                                         Like most people in some capacity are invested
                                         
                                         in Rogers, perhaps through their pension fund or
                                         
                                         through mutual funds that they own.
                                         
                                         Oh yeah.
                                         
                                         And incidentally, this kind of striking revolving door situation
                                         
                                         where they have four CEOs in succession, so to speak, after Ted's demise. The only one I ever
                                         
                                         sort of met and had any conversations with was this character, Guy Lawrence, who perhaps mercifully
                                         
    
                                         for him was discarded as CEO before the real fighting began.
                                         
                                         I mean, it's unusual for a corporation of this size to just rifle through CEOs as quickly as
                                         
                                         this one was doing for a bit. It seems to have reached some stability now.
                                         
                                         Well, that was certainly one of the issues that Melinda raised when I had the opportunity to sit down and
                                         
                                         interview her for the Globe and Mail was that she firmly believed that there were advantages
                                         
                                         to being a family-controlled company and the chief advantage, as she puts it, is the ability
                                         
                                         to take a longer-term focus.
                                         
                                         When you look at public companies where you don't have a controlling shareholder, they're
                                         
    
                                         really subject to the whims of the market. look at public companies where you don't have a controlling shareholder, they're really
                                         
                                         subject to the whims of the market. There's this real focus on the quarter to quarter
                                         
                                         bottom line. And when you have a controlling shareholder, you can take this longer term
                                         
                                         focus. And you saw this with how Ted Rogers ran the company, right? He took on big risks,
                                         
                                         even though he was widely criticized for some of the moves that he was making. He was called a gambler because he was always betting the farm. And yet you look at how it turned out
                                         
                                         and he created this blue chip investment grade stable massive telecom empire, telecom and
                                         
                                         media empire. And what Melinda points to is the fact that there's been this turnover in the sort of upper ranks
                                         
                                         of the company in terms of the CEOs.
                                         
    
                                         We had Alan Horn, the former chairman, be CEO on two occasions on an interim basis.
                                         
                                         We had Nadir Mohammed, we had Guy Lawrence, then there was Joe Natale, now it's Tony
                                         
                                         Staffieri. And so she points out that this kind of revolving door,
                                         
                                         it's not just the CEO because with every new CEO,
                                         
                                         you also have a whole new leadership team
                                         
                                         that's assembled, right?
                                         
                                         Every CEO comes in, they have their own vision,
                                         
                                         they have their own plan,
                                         
    
                                         they wanna put in their own team.
                                         
                                         And so there'd be these periods of time in between CEOs,
                                         
                                         for instance, where you had these projects that have been
                                         
                                         going on for a long time, and now they're just kind of
                                         
                                         shelved for a bit.
                                         
                                         You don't know whether to keep working on it or whether it's
                                         
                                         going to go forward under whoever the new leader is.
                                         
                                         So this creates a lot of uncertainty within the rank and file.
                                         
    
                                         So the central conflict, the conflict around
                                         
                                         which the butt dial or the butt related
                                         
                                         conversation happens is over whether Joe
                                         
                                         Natale will continue as CEO or whether Tony
                                         
                                         Staffieri will be brought in to replace him.
                                         
                                         Staffieri had more history with the company.
                                         
                                         Natale had been brought in at the highest
                                         
                                         level from outside from another telecom, from Telus.
                                         
    
                                         From Telus.
                                         
                                         Is this only about sort of spoils and personalities?
                                         
                                         Is it about who gets to drive the truck or are
                                         
                                         there real different corporate philosophies?
                                         
                                         Rogers run by Joe Natale for five or 10 years
                                         
                                         versus Rogers run by Tony Staffieri for five or 10 years.
                                         
                                         Are they different companies doing different things?
                                         
                                         Well, yes and no, because when you look at the
                                         
    
                                         telecom business, I mean, it's not a, an early
                                         
                                         stage growth industry right now.
                                         
                                         Like it's a pretty established industry.
                                         
                                         They've got high penetration.
                                         
                                         So there are of course, you know, differences in
                                         
                                         strategy, but I would say the chief differences are
                                         
                                         essentially in execution.
                                         
                                         So you look at, for example, the Shaw deal.
                                         
    
                                         Everybody was aligned on the importance of the Shaw deal.
                                         
                                         Joe Natale wanted the Shaw deal.
                                         
                                         Tony Staffieri wanted the Shaw deal.
                                         
                                         Every member of the Rogers family wanted the Shaw deal.
                                         
                                         And so you do have certain things where everybody wants more wireless subscribers, they want higher
                                         
                                         profitability margins, they want lower churn, meaning less turnover in the customer base.
                                         
                                         But some of the people that I spoke to who have since left the company, they did feel
                                         
                                         that there were differences in the organizations.
                                         
    
                                         They felt that Joe Natale was the kind of leader who really cared about
                                         
                                         employees and their development and that he was really focused on things like improving
                                         
                                         morale in the call centers and improving customer service.
                                         
                                         They felt that in contrast, Tony Staffieri's Rogers was one that was too financially focused,
                                         
                                         too focused on the bottom line, treated employees as if they were numbers on a spreadsheet
                                         
                                         to be manipulated in order to make quarterly targets.
                                         
                                         And then in contrast, if you speak to people in Tony Steffiari's current leadership team,
                                         
                                         they will say that Joe's team was not executing well, that the company was lagging behind
                                         
    
                                         in a number of key metrics, and that now that Tony's in charge, the company was lagging behind in a number of key metrics and that now that Tony's in charge,
                                         
                                         the company has actually regained its leadership
                                         
                                         position in those key metrics.
                                         
                                         And, you know, this is essentially a business
                                         
                                         whose aim is to make profits for shareholders.
                                         
                                         And so, you know, they would say that that
                                         
                                         is the correct focus.
                                         
                                         And Joe Natale, his tenure at Telus before Rogers
                                         
    
                                         kind of split the jury.
                                         
                                         Like people had very different recollections
                                         
                                         about what Joe Natale was like as a, as an
                                         
                                         executive at Telus.
                                         
                                         Yeah.
                                         
                                         And that's one of the things that I find so
                                         
                                         fascinating about this whole story is like, you
                                         
                                         know, you have CEO compensation and you have
                                         
    
                                         all of these compensation consultants who are, you know, all very CEO compensation and you have all of these compensation consultants
                                         
                                         who are, you know, all very smart and qualified people.
                                         
                                         And yet, when you actually look at measuring CEO performance, you can have people so deeply
                                         
                                         divided on whether or not a CEO is performing well.
                                         
                                         So you have a situation like here you have with Rogers, where Joe actually is, you know
                                         
                                         Compensated well and he's told by the board that he's knocking it out of the park or that he's doing well or that he's meeting
                                         
                                         All of the metrics and then at the same time you have a chairman and several other board members who are unhappy with his performance
                                         
                                         And so you have to wonder kind of what is happening there
                                         
    
                                         Is he being measured by a certain board members?
                                         
                                         Perhaps in a way that is different from the
                                         
                                         way that he's being measured according to the official metrics in his performance review,
                                         
                                         right?
                                         
                                         Because he's been given good performance reviews.
                                         
                                         And it's interesting because that is very similar to what he experienced at TELUS.
                                         
                                         Now a lot of the analysts that I spoke to actually said that Joe Natale was not in
                                         
                                         the role long enough at Telus in order to truly get a proper grasp of whether or not
                                         
    
                                         he was performing in the role. But then a number of other people I spoke to actually
                                         
                                         said that companies forecast out their financial results in advance and that the future projections didn't look how they wanted them to.
                                         
                                         So there's a lot of kind of differing narratives
                                         
                                         here, right?
                                         
                                         Some people speculate that perhaps Darren
                                         
                                         Entwistle, the former CEO of TELUS simply wanted
                                         
                                         his job back.
                                         
                                         And then others would say that Darren just didn't
                                         
    
                                         feel that Joe Natale was up to the task of running
                                         
                                         TELUS.
                                         
                                         And yet Edward Rogers absolutely led the charge
                                         
                                         in terms of wooing Joe Natale over to Rogers
                                         
                                         before souring on him later.
                                         
                                         Yeah.
                                         
                                         And in fact, there was a period of very tense
                                         
                                         negotiations with Tallis over attempting to
                                         
    
                                         free Joe from his non-compete prematurely.
                                         
                                         And in the end, there was an arbitration process and they did actually get to a deal that did
                                         
                                         free Joe Natale from his non-compete slightly earlier than the actual length of the contract
                                         
                                         at a price.
                                         
                                         There was this kind of view within Rogers that the more that TELUS kind of fought to
                                         
                                         prevent Joe from starting at Rogers early, the more it convinced
                                         
                                         the board members at Rogers that Joe was really valuable because why else would TELUS be fighting
                                         
                                         so hard to stop their competitor from getting Joe Natale?
                                         
    
                                         At the end of the day, we're left with a little bit of mystery over whether Joe Natale was
                                         
                                         worth the fuss.
                                         
                                         I wish him all the best.
                                         
                                         I don't know the guy.
                                         
                                         I'm sure he's wonderful, but the sort of objective
                                         
                                         indices we have where it's not entirely clear that
                                         
                                         Rogers was right to want him as much as they did.
                                         
                                         And it's also not entirely clear whether getting
                                         
    
                                         rid of him at that moment in time was the right
                                         
                                         move or the wrong move, right?
                                         
                                         People still to this day are divided on this.
                                         
                                         And when you look at the performance of Rogers during the tenure of Joe Natale, you have to keep in
                                         
                                         mind a number of various things that would be affecting the stock price, right? You had,
                                         
                                         for instance, the impact of the pandemic, which hit Rogers disproportionately hard because
                                         
                                         Rogers has a larger wireless customer base than the other telcos and
                                         
                                         that base is largely concentrated in the GTA where you had some of the strictest
                                         
    
                                         lockdowns in the country. You had the company being in the midst of a lot of
                                         
                                         transformation. They had actually just made the move to so-called unlimited
                                         
                                         mobile phone packages and they you know took a bit of a hit that they intended
                                         
                                         to be a temporary hit in order to make that transition just before this very unexpected
                                         
                                         thing of the pandemic occurred.
                                         
                                         And then, of course, you had the fact that they had just struck a deal to acquire Shaw.
                                         
                                         And so that deal is going to involve taking on debt.
                                         
                                         There's a great degree of regulatory uncertainty.
                                         
    
                                         It was unclear at that time what concessions would have to be made.
                                         
                                         As we've since seen, of course, Rogers had to divest Shaw's Freedom Mobile Wireless
                                         
                                         Carrier and make certain other concessions to the government in order to get that deal
                                         
                                         done.
                                         
                                         And so all of that is going to, of course, affect the stock price.
                                         
                                         So it's very hard.
                                         
                                         One of the things that I walked away from this research process with is this belief
                                         
                                         that as much as, of course, yes, a CEO can influence execution and strategy, they don't
                                         
    
                                         simply have a magic wand that they can use to make the stock price do what it does.
                                         
                                         Right now, you have sector-wide things going on, right?
                                         
                                         You actually have a high interest rates
                                         
                                         and that hurts the entire telecom sector across the board.
                                         
                                         And so there's a lot of these other factors
                                         
                                         that play into the stock price if you're using that
                                         
                                         as kind of the primary determinant of a CEO's performance.
                                         
                                         Now it becomes clear at a certain point
                                         
    
                                         that there's an open conflict over who the CEO should be.
                                         
                                         And I think the four Rogers siblings surprised themselves by how stark the divisions are over
                                         
                                         how that's going to play out and by how sort of publicly
                                         
                                         they stake out their positions.
                                         
                                         I don't think they intended not to get along and
                                         
                                         suddenly they're very publicly not getting along.
                                         
                                         What was that like for them as far as you can tell?
                                         
                                         I mean, I would assume that it was quite painful
                                         
    
                                         to have this kind of a public rift in their family
                                         
                                         being essentially watched by the whole country.
                                         
                                         And it was dramatic, as you say, right? It's very rare and can be seen in the world. public rift in their family, being essentially watched by the whole country.
                                         
                                         And it was dramatic, as you say, right?
                                         
                                         It's very rare in Canada for us to see this kind of drama playing out within this very
                                         
                                         wealthy, prominent, and powerful family in such a public fashion, right?
                                         
                                         We saw Martha Rogers tweeting disparaging things about her brother. And we also saw a number of previously confidential family
                                         
                                         documents become public via the court filings that were made,
                                         
    
                                         for example, Ted's will and his memorandum of wishes.
                                         
                                         Because of course, you know, this conflict over the
                                         
                                         leadership of Rogers became so fraught that the board of
                                         
                                         Rogers ended up voting to oust Edward as chair.
                                         
                                         And what Edward ended up doing is going to the Rogers Control Trust, securing their support,
                                         
                                         and then essentially deciding to reconstitute the board of Rogers Communications to remove
                                         
                                         the five independent directors who were opposing his attempt to make the changes to the leadership.
                                         
                                         And then a thing that was really shocking for a lot of people was the company then comes out and says,
                                         
    
                                         you know, Edward, the way in which you've done this through a written resolution
                                         
                                         without assembling all the shareholders for a shareholder meeting, we don't think it's legally valid.
                                         
                                         And so the board of Rogers actually remains constituted exactly the same today as it was
                                         
                                         yesterday.
                                         
                                         And we're just going to ignore this change and
                                         
                                         move forward.
                                         
                                         And so I think for maybe the first time in
                                         
                                         Canadian business history, certainly as far as
                                         
    
                                         me or any of my editors at the Globe are aware,
                                         
                                         you have this situation where you have two,
                                         
                                         hypothetically, you have two boards of Rogers and
                                         
                                         nobody can definitively tell you which board is
                                         
                                         the real board.
                                         
                                         And at one point they were meeting simultaneously, the Rogers board and the family trust,
                                         
                                         the pretend board and the real board as I thought of them, but that was in conflict.
                                         
                                         It wasn't obvious which was the real board. Well, you had the Rogers control trust and then you had
                                         
    
                                         the old board and then you had the new board, right? And so you did have these dueling meetings of the control trust and the board, the original
                                         
                                         board and that was before this written resolution was submitted.
                                         
                                         But yes, we did have this situation that one of my sources has called Schrodinger's board
                                         
                                         because you don't know which is the real board. This is why it ultimately lands in court because
                                         
                                         Edward goes to the BC court.
                                         
                                         Little known fact is that Rogers, despite being this Toronto headquartered company that
                                         
                                         is sort of very prevalent in the very fabric of this city, they're actually incorporated
                                         
                                         in British Columbia, which is something that Ted had enacted for various reasons back in
                                         
    
                                         the day.
                                         
                                         And so what most people don't know,
                                         
                                         and certainly I didn't know before all of this
                                         
                                         about the BC corporations act is that it's unique
                                         
                                         in allowing for this sort of a change
                                         
                                         for the board to be reconstituted
                                         
                                         through a written resolution without a shareholder meeting.
                                         
                                         Of course, the shareholder meeting
                                         
    
                                         is kind of a formality, right?
                                         
                                         Because Edward effectively controls 97.5% of the voting shares of Rogers.
                                         
                                         So even if you did assemble all of the shareholders, he would still be able to reconstitute the
                                         
                                         board.
                                         
                                         The difference is it would take him time.
                                         
                                         He'd have to call the meeting.
                                         
                                         There'd have to be a notice period.
                                         
                                         And then at the meeting shareholders would have the opportunity to ask questions and
                                         
    
                                         ask for the rationale.
                                         
                                         Because at that time, Edward had said very little,
                                         
                                         if anything, really publicly about why he wanted to change the leadership of Rogers Communications.
                                         
                                         And so, you know, some of the corporate governance experts felt that, you know,
                                         
                                         a shareholder meeting would at least allow an opportunity for the issue to be discussed
                                         
                                         fulsomely. On the other hand, Edward Edwards camp felt that the change needed to be made quickly because
                                         
                                         this whole two board situation was just too destabilizing to the company and Rogers competitors,
                                         
                                         namely Bell and Tellis, were using this whole situation to try to delay the Shaw deal.
                                         
    
                                         They were making submissions to the telecom regulator, arguing that it shouldn't approve
                                         
                                         the transfer of Shaw's broadcasting assets to Rogers, control over the assets because
                                         
                                         we don't even know who's in control of Rogers.
                                         
                                         There's two boards.
                                         
                                         How can the regulator approve a change in control at a time when it's so murky?
                                         
                                         Edward and his camp felt this needed to be done quickly to get rid of this kind of
                                         
                                         uncertainty.
                                         
                                         And the judge in BC ultimately did agree.
                                         
    
                                         But as part of that process, we saw so much, we saw these affidavits from Edward's mother,
                                         
                                         Loretta, an affidavit from Edward.
                                         
                                         We saw affidavits from members of the leadership team and a director, the company's lead director,
                                         
                                         John McDonald, that all had dueling information
                                         
                                         and people pointing fingers and going, I disagree with most of what's written in this other
                                         
                                         person's affidavit.
                                         
                                         And so it made this fight so very public in a way that we really don't see very often
                                         
                                         in this country and it addresses these larger issues around family controlled
                                         
    
                                         companies in Canada, which we don't often
                                         
                                         talk about, even though we have so many of
                                         
                                         these companies in our economy.
                                         
                                         Do you feel like you understand how these
                                         
                                         companies work better than you did?
                                         
                                         Or is it just one damn thing after another?
                                         
                                         I mean, I definitely, this writing this book
                                         
                                         was definitely an educational process for me in
                                         
    
                                         terms of understanding dual class share structures, but also understanding corporate governance.
                                         
                                         But there is still a lot that we don't see because one of the issues I've uncovered with
                                         
                                         some of these dual class structures is essentially a lack of transparency, right?
                                         
                                         Because in the case of Rogers, so much of what's happening is happening within these
                                         
                                         family trusts.
                                         
                                         And these family trusts are not subject to the same disclosure rules as the public aspect
                                         
                                         of the publicly traded company.
                                         
                                         And so you have this unique situation where you do have a widely held publicly traded
                                         
    
                                         company, but at the very top of it, you have this Byzantine structure of trusts where
                                         
                                         much of what is happening, including changes to this
                                         
                                         10 person advisory committee that has ultimate
                                         
                                         control over the board of Rogers is sort of shrouded
                                         
                                         in secrecy and in mystery.
                                         
                                         I admit that it's not obvious to me how much
                                         
                                         transparency there should be around the inner
                                         
                                         workings of a company.
                                         
    
                                         I mean, private company gets to run its business
                                         
                                         and in a hotly competitive environment, some of
                                         
                                         these decisions should reasonably be in the vault.
                                         
                                         But it sure was fun to see all of that stuff
                                         
                                         get out of the vault.
                                         
                                         Well, I mean, the thing about Rogers is that
                                         
                                         it's a public company, right?
                                         
                                         It's not a private company.
                                         
    
                                         And so you have public shareholders and as an investor, don't you feel that public shareholders, the ones who
                                         
                                         don't have a seat at the table, they don't have a vote, right? They don't get to weigh
                                         
                                         in on these major decisions. The only way that they can vote is effectively through
                                         
                                         their decision to buy and sell Roger's stock. And how can they do that properly if they don't
                                         
                                         have access to the same level of information as
                                         
                                         other shareholders, if they don't really know
                                         
                                         what's happening?
                                         
                                         So this starts to get into policy questions.
                                         
    
                                         And I was tremendously entertained by the frequent
                                         
                                         appearances of three politicians, two of them,
                                         
                                         former politicians and one of them practicing.
                                         
                                         Francois-Philippe Champagne is the industry minister and this was his problem for a while. frequent appearances of three politicians, two of them former politicians and one of them practicing.
                                         
                                         Francois-Philippe Champagne is the industry minister and this was his problem for a while.
                                         
                                         But also David Peterson, who hasn't been the
                                         
                                         premier of Ontario for 30 years, but was prominent
                                         
                                         on the Rogers board.
                                         
    
                                         And John Tory, who was the sitting mayor of
                                         
                                         Toronto while all this was happening and yet was
                                         
                                         very much active in trying to resolve this dispute. What can you tell me about Peterson and Tory? Yeah, so Peterson, as you've noted,
                                         
                                         has been on the Rogers Board for quite a while. So he sort of played this role of elder statesman
                                         
                                         on the Rogers Board and he was actually kind of ready to step down because he was technically
                                         
                                         originally an independent director, but there's this
                                         
                                         understanding in corporate governance that if a director has been on the board for a
                                         
                                         certain period of time, they kind of lose their independence, right?
                                         
    
                                         And so he felt that it was kind of time to move on, but he ended up ultimately staying
                                         
                                         because another independent director left the board also amid sort of conflict on the board with Edward
                                         
                                         in particular.
                                         
                                         So Peterson decides to stick around and then ultimately he ends up being the guy who stands
                                         
                                         up and says, you know, I don't agree with what's going on here, right?
                                         
                                         He's the one who gives an impassioned speech talking about how this process through which
                                         
                                         Edward in certain
                                         
                                         people's minds had fired Joe Natale was unacceptable, he calls it deplorable.
                                         
    
                                         And Peterson is the only person who actually votes against a motion that would accept Joe
                                         
                                         Natale's retirement on certain terms.
                                         
                                         So he becomes very instrumental to how this whole thing kind of unfolds.
                                         
                                         John Tory, on the other hand, so he's not on the Rogers board presently, but he is on
                                         
                                         the advisory committee and he had made a promise to Ted that he would try to help the family
                                         
                                         once Ted was gone.
                                         
                                         And so, he does, as you mentioned, play this very significant
                                         
                                         role attempting to mediate this whole dispute. And ultimately when the advisory committee
                                         
    
                                         votes to, well, votes on whether they should restrain Edwards powers as the chair of the
                                         
                                         Control Trust, thus blocking his ability to reconstitute the board. A vote that ultimately fails, John Tory does vote with Loretta, Melinda, and Martha in
                                         
                                         order to try to stop Edward from reconstituting the board, I guess, in the hopes of finding
                                         
                                         more time to resolve this whole conflict.
                                         
                                         They do both play a very significant role.
                                         
                                         I think the fact that we have these politicians involved in this whole thing,
                                         
                                         actually just kind of is a perfect example of
                                         
                                         how cozy the Canadian business world really is.
                                         
    
                                         And then there's the federal government
                                         
                                         watching all of this as mystified as some of us
                                         
                                         are by what's going on and trying to have some
                                         
                                         influence, especially you've got Francois-Philippe
                                         
                                         Champagne making it super clear that these
                                         
                                         service outages
                                         
                                         are not acceptable, although saying that doesn't constitute a fix. I guess I'll ask you, what is
                                         
                                         the federal government's role in general and what does this teach us about the sort of eternal
                                         
    
                                         question about whether we have sufficient competition and sufficient number of players in the telecoms market in Canada.
                                         
                                         So Champagne's role in all of this is essentially that he is the regulator approve a wholesale transfer of all of Shaw's wireless licenses to Rogers.
                                         
                                         And this is ultimately what prompts Rogers to go and start looking for a buyer of Freedom
                                         
                                         Mobile.
                                         
                                         So what's kind of interesting from a competition perspective here is when you look at Rogers
                                         
                                         and Shaw, they didn't actually compete directly with
                                         
                                         one another, at least not on their cable business because Rogers founder Ted Rogers and Shaw
                                         
                                         founder J.R.
                                         
    
                                         Shaw, they actually sat down many, many years ago and effectively decided to carve up the
                                         
                                         country into East and West with Rogers dominant in the East, Shaw dominant in the West.
                                         
                                         So there's effectively
                                         
                                         no overlap between their cable footprints.
                                         
                                         The area in which they do compete, of course, is the wireless sector because Shaw, of course,
                                         
                                         is the owner of Freedom Mobile, and Freedom Mobile, Canada's fourth-largest wireless
                                         
                                         carrier, is seen as a particularly significant competitor because they've sort of been the
                                         
                                         scrappy fourth carrier that's been credited with driving prices down. They're the kind of alternative to
                                         
    
                                         the three-player market and this was kind of the crux of the competitive issue
                                         
                                         for this deal was the idea of Rogers acquiring freedom meant swallowing up
                                         
                                         the fourth largest carrier then we go from four wireless carriers down to
                                         
                                         three essentially.
                                         
                                         This flew in the face of years of policy making, not just by the liberal, but also by the conservative
                                         
                                         governments who had done various things over the years to try to encourage the emergence of a
                                         
                                         national fourth carrier. Ultimately, it's Champagne who comes out and says,
                                         
                                         no, we still want to have a fourth carrier. We don't want to lose the fourth carrier.
                                         
    
                                         That essentially forces the sale of freedom to Quebec Oars Videotron, but that doesn't
                                         
                                         satisfy Competition Commissioner Matthew Boswell. He still feels that this deal is too anticompetitive.
                                         
                                         He's concerned that separating freedom from Shaw's infrastructure and from other support
                                         
                                         that Shaw offers to freedom will weaken it.
                                         
                                         He doesn't believe that Quebec or is necessarily the right buyer or that they're not necessarily
                                         
                                         going to be able to compete as aggressively as Shaw was able to with freedom.
                                         
                                         He moves to block the deal.
                                         
                                         This of course plays out over the course of a month in front of the competition tribunal
                                         
    
                                         who ultimately overrules the competition bureau
                                         
                                         and says, we think the deal will be good for
                                         
                                         competition.
                                         
                                         We think that Videotron is an adequate buyer
                                         
                                         for the asset and you know, we see the deal
                                         
                                         close.
                                         
                                         There's one more name I want to throw into the
                                         
                                         mix and it's Brian Cox. At the very end of the story, this goes from being
                                         
    
                                         a story that everyone says is a succession story
                                         
                                         to one in which Brian Cox, the star of succession
                                         
                                         makes an appearance.
                                         
                                         What the hell was this about?
                                         
                                         Oh my gosh.
                                         
                                         Yeah.
                                         
                                         So for me, this was such a surreal moment because
                                         
                                         of course, while I was covering this whole saga,
                                         
    
                                         at the same time, the third season of succession because of course, while I was covering this whole saga,
                                         
                                         at the same time, the third season of Succession
                                         
                                         was actually airing live on HBO.
                                         
                                         You're seeing these two fights literally
                                         
                                         playing out at the same time.
                                         
                                         And then shortly after the holidays,
                                         
                                         so I think it was in early 2022,
                                         
                                         like in January, this video surfaces.
                                         
    
                                         And to explain this video surfaces.
                                         
                                         And to explain this video, I have to explain Cameo.
                                         
                                         So this website called Cameo, many people have probably heard of it where you can go
                                         
                                         online and you can buy a personalized video greeting from celebrities who are offering
                                         
                                         their services on Cameo.
                                         
                                         You send them a script and they will read this greeting for, you know, your family member,
                                         
                                         your friend wishing them a happy birthday or a Merry Christmas or congratulating them on
                                         
                                         an achievement or what have you.
                                         
    
                                         So somebody purchased a cameo video from Brian Cox who plays Logan Roy, the patriarch on
                                         
                                         Succession, congratulating Edward Rogers on his real life succession at Rogers Communications and on
                                         
                                         getting Joe Natale to F the F off.
                                         
                                         We got a copy of this video, we ran it on the globe and it attracted a lot of attention
                                         
                                         as you can imagine because this is the first kind of moment where the walls between fiction
                                         
                                         and reality are just crumbling down, right?
                                         
                                         You no longer have the separation between these two storylines anymore.
                                         
                                         And what's interesting is the existence of that video and the fact that it became so
                                         
    
                                         widely disseminated actually is a point of contention in Joe Natale's legal battle with
                                         
                                         Rogers Communications, which is still ongoing, where he talks about
                                         
                                         how this video was essentially created to disparage his reputation and many of his friends
                                         
                                         and professional contacts wound up seeing it.
                                         
                                         At the end of the day, you are left with a reinforced sense that these very large companies
                                         
                                         with million moving parts are still very human stories with all of the absurdities and fallacies
                                         
                                         of any human
                                         
                                         activity.
                                         
    
                                         Yeah.
                                         
                                         I mean, I think this is something that's often overlooked when people think about business
                                         
                                         stories, right?
                                         
                                         Is you think about a business as this kind of faceless corporation, but the people who
                                         
                                         run businesses are humans and the people who work in those businesses are humans and the
                                         
                                         customers who are touched by those businesses and who provide the profits to those businesses are humans and the people who work in those businesses are humans and the customers who are touched by those businesses and who provide the profits
                                         
                                         to those businesses are humans. And so I think all business stories have
                                         
                                         personalities and human elements but I think that that is particularly true
                                         
    
                                         when you look at family-controlled companies because you have individuals
                                         
                                         with an outsized level of influence over those companies.
                                         
                                         And when you look at Rogers in particular, you know, when I was working on this story,
                                         
                                         people would ask me like, are you writing a family story or are you writing a business story?
                                         
                                         And I would say, well, both, because how do you separate the Rogers family from the Rogers business?
                                         
                                         You can't. The two are so tightly interwoven.
                                         
                                         Well, one thing we couldn't have done without was a well-informed tour guide,
                                         
                                         and that's you.
                                         
    
                                         The book is called Rogers versus Rogers, Alexander Posatsky from the Globe and
                                         
                                         Mail. Thanks for writing it and thanks for walking us through it.
                                         
                                         Thank you so much for having me on your show. I really appreciate it. Thanks for listening to The Paul Wells Show.
                                         
                                         The Paul Wells Show is produced by Antica in partnership with the University of Toronto's
                                         
                                         Monk School of Global Affairs and Public Policy.
                                         
                                         Our producer is Kevin Sexton.
                                         
                                         Our executive producers are Laura Reguerre and Stuart Cox.
                                         
                                         Our opening theme music is by Kevin Bright,
                                         
    
                                         and our closing theme music is by Andy Milne. Wednesday.
                                         
