Rogers Chairman Fires Board for Firing Him for Firing CEO

Well, see, there are formalities. If you own 97% of the voting stock of a public company then in some rough general sense you control it. You get to vote for directors each year, and the directors you vote for will be elected. But you normally won’t pick a board consisting of yourself and your dog; you’ll vote for a reasonably professional board consisting of several different people chosen through some defensible process. So on a controversial matter you might find that the rest of the board disagrees with you, you’re outvoted, and the company does the thing you don’t want.

If you feel strongly about the matter, owning 97% of the stock, you can fire the rest of the board and replace them with (hopefully) more pliable allies. But, at a public company, you can’t necessarily do that today. The actual formalities will depend on the company’s corporate documents, and there is a range of how quickly you can act. Perhaps you will need to follow certain procedures to vote your shares “by written consent” and kick out the board. Perhaps you will need to call a “shareholder meeting” and give weeks of notice before voting your shares to kick out the board.1 Perhaps you will need to wait for the board — whom you’re mad at — to call the annual shareholder meeting before you can vote them out, which could be months away. Meanwhile the company is doing the thing you didn’t want it to do and you are just stuck outside, plotting your revenge.