Former Rogers CEO Joe Natale is suing the company for wrongful dismissal and breach of contract, alleging Rogers chairman Edward Rogers carried out “malicious, high-handed, and oppressive conduct.”
In a statement of claim filed with the Ontario Superior Court of Justice on Thursday, Natale accused Edward and his wife Suzanne Rogers of attempting to “tarnish his reputation” following his ouster in November 2021.
But Rogers called its former chief executive’s claims “baseless” and alleged Natale “engaged in serious misconduct” while serving at the company’s helm. It said as a result, it has now terminated Natale for cause.
In court filings, Natale accused Edward and Suzanne Rogers of hiring actor Brian Cox of HBO’s Succession to create a “demeaning” video about him and allegedly distributing it to family members, friends and colleagues, before it was eventually reported on by media.
The video included a message congratulating Edward Rogers on his “real-life succession at Rogers Communications” and used an expletive to describe Natale’s departure from the company.
He said he and his firm Natale Industries Inc. are entitled to a combined $24 million, including $4 million from an unpaid bonus related to the closing of Rogers’ acquisition of Shaw Communication Inc. in April.
None of the claims in Natale’s suit have been tested in court.
Boardroom struggle
Natale’s departure from the Toronto-based telecommunications giant was announced following a boardroom power struggle over the chairman’s desire to replace him with then-chief financial officer Tony Staffieri.
Edward’s initial attempt to oust Natale in favour of his No. 2 led instead to Staffieri’s departure in September 2021, as well as a board vote that saw Edward removed from his seat at the head of the table.
Telecom giant Rogers Communications has been thrown into turmoil over an internal leadership dispute between members of the Rogers family itself. All this while the company tries to finalize a massive $26 billion deal to take over Shaw Communications.
Edward penned a shareholder resolution — without a shareholder meeting — to oust the five directors who had defied him. The company filed a legal challenge to his revamped board, sparking a court battle over who actually served on it.
A British Columbia Supreme Court judge ruled Edward Rogers’ declaration legitimate and he was reinstated as chairman.
Staffieri replaced Natale as president and CEO in the aftermath of the ruling.
In the court filings, Natale said he negotiated and agreed upon the terms of his severance in a series of meetings with Edward in September 2021, that were approved by the Rogers board.
But he said a group of board members then asked him to stay on as CEO against Edward’s wishes “to support the strategic priorities of the business, including to complete the Shaw Deal and support the complex regulatory approvals and post-merger integration efforts.”
Natale said the company enhanced his employment terms in written contracts in October 2021, before he was terminated the next month. He said the company has a contractual obligation from those deals to provide him with certain entitlements on a termination without cause but has refused to do so, “instead only providing Natale with compensation consistent with a termination without cause” under his previous contract.
In a statement, Natale spokesman Bill Walker of MidtownPR said “it is unfortunate that Rogers will not honour its commitments made to Mr. Natale.”
“His employment agreement, put in place by the board of directors at the time was clearly articulated, duly executed and designed to ensure continuity during the Shaw merger,” Walker said in an email.
“We are confident that the courts will share this view.”
Rogers spokesperson Sarah Schmidt said the company plans to “defend itself vigorously against his baseless claim” and will file a counterclaim to address alleged “improper behaviour” on Natale’s part.
“An independent investigation has revealed that Joe Natale engaged in serious misconduct during his time as CEO. As a result, we have made the necessary decision to terminate him for cause,” Schmidt said.
“While we would have preferred to deal with this matter privately, Mr. Natale has left us with no choice.”
Schmidt said that Rogers’ investigation revealed that in October 2021, Natale knew steps were being taken to make changes to the company’s board which would end his tenure as CEO. She alleged Natale awarded himself “excessive compensation without proper board approval” before his departure.
“This, and other actions, were a serious breach of his fiduciary duties as a chief executive officer and director of a public company,” she said.
“Mr. Natale was aware of the investigation and given an opportunity to respond. He understood the implications of its findings and the lawsuit is an attempt to get ahead of the investigation.”
Earlier this year, Sun Life Financial Inc. named Natale to its board of directors.
Natale had been chief executive at Telus Corp. before joining Rogers.
