Principles of Interpretation as Applied to Corporate Articles: A Comment on Rogers v. Rogers Communications Inc.

Last fall, public attention was captured by a contentious boardroom battle among members of the Rogers family for control of Rogers Communications Inc. (“RCI”). In a corporate showdown that drew comparisons to HBO’s Succession, Edward Rogers attempted to replace RCI’s chief executive officer and several independent directors against the wishes of his mother and two sisters. When the board of directors refused Edward’s demands, he petitioned the British Columbia Supreme Court to validate his changes to RCI’s board. The resulting judgement,1 which validated Edward’s actions, serves as a forceful affirmation that articles of a British Columbia company should be interpreted according to their plain meaning.