Friday, April 12, 2024

MSU board chair Vassar and trustee Denno interfered in university affairs, orchestrated 'attacks' on colleagues, report says

February 28, 2024
<p>MSU Interim President Woodruff alongside Trustee's Vassar and Scott listening to public comments during a Board of Trustees meeting, held at the Hannah Administration Building on Feb. 10, 2023.</p>

MSU Interim President Woodruff alongside Trustee's Vassar and Scott listening to public comments during a Board of Trustees meeting, held at the Hannah Administration Building on Feb. 10, 2023.

Photo by Jack Patton | The State News

An investigation into impropriety within the Michigan State University Board of Trustees found that board chair Rema Vassar and trustee Dennis Denno “engaged in conduct that exceeds the scope of their authority.” 

The 63-page report found that Vassar and Denno violated board bylaws and code of ethics by interfering in university investigations and lawsuits, encouraging personal attacks against Faculty Senate chair Jack Lipton and “encouraged student actions intended to embarrass and unsettle Interim President Woodruff.” 

Their actions have "created fissures that have weakened the governance structure of the University and encouraged and created openings for members of the MSU community to also circumvent the Administration and reporting protocols, by leveraging individual Board members to act on their behalf,” according to the report.

The review refers to Gov. Gretchen Whitmer for corrective action under a law in the state constitution that gives the governor the right to remove members of boards of state universities from office.

Whitmer’s press secretary, Stacey LaRouche, called the investigation’s findings “concerning.”

“It was an important step forward for the Board of Trustees to commission these investigations to give students, staff, and alumni the transparency they deserve,” LaRouche said in a statement. “The board needs to give this report a thorough review to ensure the university can move forward and grow. We will continue to monitor this situation closely." 

Trustee Dan Kelly, the chair of the Audit, Risk and Compliance Committee, sent the report to the MSU community this afternoon. In an accompanying message, Kelly wrote that the board is “reviewing the findings carefully.” 

“The board takes our responsibility and governance seriously and is committed to upholding our code of ethics,” Kelly wrote

Law firm Miller & Chevalier began the investigation Oct. 30, 2023, a week after MSU trustee Brianna Scott sent a letter to the board calling for Vassar’s removal. She alleged that Vassar bullied colleagues, interfered in sensitive legal disputes and violated the board’s code of ethics.

Specifically, Scott alleged Vassar: 

  • bullied and usurped authority of interim president Teresa Woodruff
  • attempted to keep word of her meddling out of an official report about the February campus shooting
  • tried to single-handedly settle a lawsuit over former MSU business dean Sanjay Gupta
  • unsuccessfully attempted to coordinate the release of the thousands of long-withheld documents relating to the university’s handling of disgraced ex-MSU doctor Larry Nassar
  • engaged in a string of texts with a former trustee about Brenda Tracy, the woman ex-MSU football coach Mel Tucker sexually harassed, that victim blames and minimizes the rape-survivor’s trauma
  • refused to hand over her phone for review in the investigation into who at MSU might have leaked Tracy’s name to the media
  • flew on donor’s private jets
  • appeared in a former trustee’s ad

Vassar responded to Scott’s letter days later, calling the accusations “fabrications and misstatements.”

The letter sparked a flurry of criticism from prominent figures across MSU and Michigan politics. Whitmer called the allegations “deeply concerning.” 

While Miller & Chevalier investigated the allegations outlined in Scott’s letter, it expanded the scope during the investigation to include additional allegations made by Vassar and others. MSU’s Office of Audit, Risk and Compliance asked the firm to also investigate the leak of the identity of the two presidential finalists once The State News and other outlets published them in Nov. 2023.

In total, Miller & Chevalier investigated 50 separate allegations, according to the report. The investigation included 69 interviews of 43 individuals, including all eight trustees

Denno and Vassar were the only two trustees who declined to give Miller & Chevalier access to their cell phones. They also chose not to provide self-selected cell phone data relevant to the investigation, the report said. 

Nearly four months later, the investigation has been completed, costing the university over $500k as of Nov. 30, 2023, with Miller & Chevalier investigators charging $350-960 an hour. 

MSU was also footing the bill for legal representation for Vassar in the investigation, a total of $85,175 as of Dec. 31, 2023. Denno also obtained legal aid, according to the report.

The report addressed all of Scott’s allegations, corroborating some, and disproving others. 

The report found that Vassar did violate board bylaws and policies by: 

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  • accepting gifts from donors
  • intervening in the release of the Nassar documents 
  • acting alone in negotiating the terms of a settlement with a former Broad College dean 
  • interfering in negotiations of a NIL deal between MSU and a donor
  • encouraging students to embarrass the interim president 

Vassar, in a statement provided on behalf of her attorneys from Miller Law, said she does not agree that any board guidelines were violated.

“While she has not had an opportunity to examine the extensive Report of the Miller & Chevalier law firm in detail, Dr. Vassar is pleased that the investigation concluded that the most serious charges, including those raised by Trustee Brianna Scott, were unfounded,” Vassar’s lawyer, Kevin O’Shea, said.

Intervening in release of Nassar documents

The report found that Vassar attempted to negotiate the release of the thousands of long-withheld documents relating to the university’s handling of disgraced ex-MSU doctor Larry Nassar with the state Attorney General Dana Nessel, without the knowledge of the board.

Her “unilateral intervention in discussions between MSU and the Department of Attorney General” violates board policies, according to the report.

Scott first alleged that Vassar asked Nessel for a letter requesting MSU waive attorney-client privilege over the documents without the board’s approval or knowledge. But when Nessel’s letter came, the board wasn’t in agreement on whether to approve the release, resulting in an unsuccessful attempt that baffled Nessel. 

Though the report said there is not sufficient evidence to support the claim that Vassar initiated contact with the attorney general, it did affirm that Vassar prompted the renewed demand for the documents. Vassar attended meetings with members of the attorney general’s office, despite her claims that it was a third party who prompted the dialogue, according to the report.

The report also stated that despite Denno’s claim that Vassar received an affirmative answer when she asked the board if she could talk to Nessel about the documents, “no other trustee had this understanding.” 

Therefore, Vassar did not have the consensus of the trustees before requesting Nessel’s letter, according to the report. This was a breach of Article 13 of the board bylaws, which states trustees must have board approval prior to such an action. 

The investigation found that Vassar’s actions also breached the Code of Ethics because they “exceeded her authority” as chair

“Though the decision to waive attorney‐client privilege lies with the Board, negotiations and discussions with the Department of Attorney General is a matter that properly rests within the scope of authority of the Office of the General Counsel, an administrative function at MSU,” the report said. 

Requesting details of trustee overstepping be revised in firm’s report of MSU’s response to campus shooting 

In the aftermath of the Feb. 13 campus mass shooting, MSU hired an outside consulting firm, Security Risk Management Consultants, to conduct an after-action review of the university’s response

In Sept. 2023, SRMC presented its findings to the board in a “preliminary review” meeting. During this meeting, SRMC presented its finding that some trustees overstepped on the night of the shooting and in its aftermath. 

The draft initially reported that "Board of Trustees members desperately wanted to help (during the shooting) and became involved in the incident beyond their expertise and outside of their appropriate role."

According to Scott’s letter, Vassar was displeased with this finding, and “inappropriately suggested” to the consultants that they revise that section before releasing it. 

In the published version of the report, SRMC instead said trustees "wanted to help but became involved in the incident beyond the customary role and expectations of a governance board during an emergency."

But the Miller & Chevalier report said interviewees said that, while Vassar did ask questions about the findings during the preliminary review meeting between SRMC and trustees, Denno “led the questioning of the SRMC consultants.”

In an interview with Miller & Chevalier, Denno admitted this and denied Vassar’s involvement, saying he “was the one pushing back.” 

The report found that while some interviewees “agreed with the substance of Trustee Denno’s questions during the Preliminary Review, several Trustees consistently described the manner in which Trustee Denno asked the questions as inappropriate.”

Some described his conduct as “aggressive” and “bullying,” the report said

One trustee who was interviewed for the investigation said Denno took particular exception to a finding that trustees should not have been present at Sparrow Hospital following the shooting, the report said. That trustee also said that Denno “insulted” the consultants in front of the other trustees. 

Interviewees said that Vassar suggested SRMC meet with Denno to discuss his concerns and asked some questions regarding SRMC’s methods, but “most Interviewees did not view her critique as an affirmative request for the consultants to modify the Preliminary Review findings,” the report said. 

Miller & Chevalier did not find that changes made to the SRMC report were a result of Vassar’s suggestions, the report said

The report also addressed interviewees’ concerns over some trustees’ perceived overstepping on the night of Feb. 13. 

“Miller & Chevalier has no reason to question that all Trustees reacted from a place of concern and desire to help,” the report said. “Nevertheless, some Trustee actions were perceived and reported to Miller & Chevalier as being disruptive or overstepping.”

For example, the report said, several interviewees said Vassar “inserted herself in phone calls between the Administration and grieving families.”

Interviewees also said several trustees visited Sparrow Hospital following the shooting and asked to enter areas reserved for families. This caused Sparrow Hospital to request that “future visits associated with MSU to the hospital to visit students or families should cease,” the report said. 

Interviewees also expressed concern over Vassar’s announcement that an award would be given to a deceased student, while the university was still “in process of reviewing its policy on awarding posthumous degrees and was engaging with the families of deceased students to determine their wishes and ensure that any decision was consistently applied.”

The report found that Denno violated the board’s code of ethics in trying to influence SRMC’s findings. It also found that Vassar violated the code of ethics by overstepping her role in the aftermath of the shooting. 

Negotiating terms of settlement with former dean Gupta

Miller & Chevalier corroborated Scott’s allegation that Vassar usurped the authority of the administration in trying to settle a lawsuit with Gupta.

Gupta resigned as the dean of the Eli Broad College of Business in August 2022 after an Office of Institutional Equity investigation found that he failed to report sexual misconduct by one of his subordinates. Gupta disputed the decision and took legal action against the university and members of administration

In fall of 2022, MSU’s administration began settlement negotiations with Gupta through its legal counsel, and “kept the Board of Trustees apprised of the negotiations,” the report said. 

But the Miller & Chevalier investigation found that Vassar acted alone in “at least one settlement discussion with Gupta and his counsel, and likely directed the preparation of a draft Board statement as part of the settlement, without the knowledge of the full Board of Trustees.”

The report also found that Vassar acted “without appropriate authority pursuant to applicable MSU and Board of Trustees policies.” 

At 8:27 p.m. on Feb. 8, 2023, MSU’s General Counsel received an Outlook invitation from the board’s outside counsel for a Zoom meeting scheduled for 8:30 p.m., the report said. 

The invite listed outside counsel for the board, Vassar and trustee Kelly as attendees.

When Kelly and the General Counsel joined the Zoom meeting, Gupta and his counsel along with Vassar were also present, the report said

Kelly and the General Counsel “did not know the purpose of the meeting prior to joining the Zoom call,” the report said

Also at 8:27 p.m. that night, the board’s outside counsel emailed Vassar, Kelley and the General Counsel a draft board statement “purporting to be from the Board,” and said they could put the statement on the screen during the meeting to discuss it.

The General Counsel said the statement was displayed on screen during the meeting, “thus providing the text to Dr. Gupta and his counsel.” 

The report also said that Vassar may have made changes to that draft statement prior to it being shared with Gupta and his counsel on the evening of Feb. 8, 2023. 

Specifically, the report found that Vassar received an email on Feb. 7, 2023, from the board’s outside counsel with an attachment to the draft statement. The outside counsel also said in the email they would call Vassar to discuss the draft statement. No other trustees or administrators appeared in the email exchange, the report said. 

“A comparison between the Feb. 7, 2023, version of the draft statement and the version sent to the General Counsel at 8:27 p.m. on Feb. 8, 2023, reveals material differences between the two statements, suggesting that a discussion of its contents took place in the intervening time,” the report said.

In an interview with investigators, Vassar denied “having any involvement in drafting a board statement to present to Dr. Gupta” and claimed she saw the statement for the first time during a Board meeting on Feb. 9, 2023. 

When presented with the Feb. 7, 2023 email and the attached statement, Vassar denied having ever seen either document, “despite previously asserting that she had seen a board statement the morning of Feb. 9, 2023.”

Trustees recalled being surprised and upset upon learning about the Feb. 8 meeting and that the statement was shared with Gupta without the entire board’s approval, the report said. Trustees interviewed also said Interim President Woodruff expressed “displeasure with the substance of the statement,” and the fact that it was shared with Gupta without the board and administration’s knowledge

The report found that Vassar violated a standard in the code of ethics, which states that the board “avoid involvement in administrative matters not subject to the direct authority of the Board.” 

It also said Vassar violated a standard in the code of ethics that requires the board to “communicate through the President, Secretary of the Board of Trustees, or other administrator designated by the President when conducting official University business.”

Releasing Quinn Emanuel report against legal advice

The report found that Vassar, against the advice of legal counsel and the objections of three trustees, single-handedly released the external report on Gupta’s resignation

“Chair Vassar explained that she took that legal advice into consideration, weighed the risks outlined by counsel against the need for transparency, and determined that the benefit of releasing the QE Report to the public outweighed those risks,” the report said

Miller & Chevalier did not find that this violated the board’s code of ethics, since those policies do not obligate her to follow the advice of legal counsel, according to the review

She also had authorization to disclose the report, given the board’s prior vote to release a Quinn Emanuel report once it was finished, according to the review.

Appearance in non-university advertisement

Vassar appeared in an advertisement for a former trustee’s wealth management firm in Aug. 2023. 

The ad, ran in various Michigan publications, features Vassar posed beside trustee emeritus Brian Mosallam, who is a managing partner of Spartan Wealth.

The firm has no official connection to MSU, though it does share the university mascot’s name and is run by Mosallam, who also played on the MSU football team.

Scott said Vassar’s appearance violated board policies that forbid “appearances of impropriety.” Some trustees told Miller & Chevalier that the ad was “inappropriate,” “improper,” and “shocking,” according to the report.

Vassar, on the other hand, said it was “harmless” and denied accepting any money or favors from Mosallam for her appearance, according to the report. 

Vassar “did not consider the advertisement to be any different from congratulatory messages that had previously been issued to honor other Trustees in similar situations,” the report said. “According to Chair Vassar, she did not know the advertisement would appear outside of Crain’s. Chair Vassar also stated that she was unaware of any Board policies that would have prohibited her from participating in the ad.”

Vassar’s ad appearance was different from past trustee congratulatory messages, however, because it “capitalizes on the MSU brand and Chair Vassar’s role as Chair of the MSU Board of Trustees,” according to the report.

But, because Vassar didn’t know the text that would accompany the ad or realize her appearance could cause concerns, “she did not use her position to provide a benefit” and therefore did not violate board policies, the investigation found

Flying on donor’s private jet

In her October letter to the board, Scott alleged that while on university business, Vassar traveled on a donor's private jet with donors.

Scott said that violated the code of ethics, under which trustees “will not accept special benefits or anything of value for [themselves] or others in consideration of performing [their] duties as a Trustee, other than approved university resources and courtesies and the reimbursement of authorized expenses.”

Miller & Chevalier corroborated this allegation and found Vassar’s actions violated the board’s code of ethics and trustee conflict of interest policy

In interviews with Miller & Chevalier, Vassar admitted to flying on a donor’s private jet on March 23, 2023, to a basketball game between MSU and Kansas State University at Madison Square Garden.

Vassar told Miller & Chevalier she wasn’t initially planning to go to the game, which she was invited to by the donor, because she couldn’t stay in New York overnight. However, she told investigators that she changed her mind when she and her daughter were offered seats on the donor’s private jet, “allowing her to travel to New York and back to Michigan on the same day.”

In addition to accepting the flight on the donor’s private jet, the report found that Vassar accepted courtside tickets for the March 23, 2023 game for herself and her daughter.

Vassar told Miller & Chevalier that she had never been issued tickets by MSU for the game, because she did not plan to attend the game. However, the report said, documentation shows that Vassar was issued four non-courtside tickets by MSU to sit with the other trustees attending the game.

Vassar also accepted courtside tickets from an unidentified donor for a Feb. 4, 2023, game between MSU and Rutgers, the report said

Vassar told investigators that she could not access the tickets MSU had issued her for the game via Ticketmaster upon arriving at Madison Square Garden, so she accepted a seat from a donor attending the game who offered her a court side seat

According to available MSU records, however, Vassar had not requested tickets from MSU for the game.

Scott also initially alleged that Vassar flew via private jet for that game, but the report did not corroborate that allegation, finding Vassar flew via commercial carrier for that game. 

The board’s code of ethics and conflict of interest policy provides that trustees “will not accept special benefits or anything of value for [themselves] or others in consideration of performing [their] duties.”

The report said the private jet flight as well as the courtside tickets count as things “of value.”

“By accepting the flight and the courtside tickets, Chair Vassar created the potential for a conflict of interest by making herself vulnerable to influence by Donor A,” the report said

That donor was in discussions with MSU’s administration at the time to obtain trademark rights for his NIL collective

“Chair Vassar’s involvement in advocating for Donor A’s trademark rights before and after her use of Donor A’s private jet and her acceptance of his courtside seats creates an apparent — if not actual — conflict of interest, in violation of the Trustee Conflict of Interest Policy,” the report said. 

In an interview with Miller & Chevalier, Vassar “attempted to excuse her conduct by noting that MSU did not provide her guidance regarding private jet travel.” But the report said this wasn’t true

Documents reviewed by investigators showed that two weeks prior to the Kansas State vs. MSU game in New York, “the Trustees received specific guidance via email from MSU’s Office of the General Counsel on the use of a donor’s private jet to travel to MSU events.”

The guidance said that accepting private travel from a donor “has the appearance of [influencing the Trustee’s decision‐making] and could implicitly influence the decision‐making,” which would violate the code of ethics and trustee conflict of interest policy

“Chair Vassar received this guidance and nevertheless accepted the private flight for herself and her daughter,” the report said

The guidance said private flights with donors may be permissible if the flight has no relation to the trustees position on the board, if the trustee had a pre-existing relationship with the donor, or if the trustee had taken private flights with the donor prior to becoming a trustee. But the report found those caveats don’t excuse Vassar’s conduct, despite the fact that she has maintained that the donor is a friend of hers. 

Vassar’s friendship with the donor grew from her friendship with the donor’s wife, who she met in 2021 — the same year Vassar joined the board, the report said. Furthermore, Vassar admitted she had never privately traveled with the donor prior to the March 23, 2023, flight

“When Chair Vassar traveled to New York for the basketball game against Kansas State University, she did so in her official capacity as Chair of the Board of Trustees,” the report said. “Therefore, even in a light most favorable to Chair Vassar, her conduct is contrary to the expectations of the Code of Ethics and the Trustee Conflict of Interest Policy.”

Negotiating NIL deal

The report found that Vassar interfered in negotiations between the university and an unnamed donor seeking rights to use MSU’s trademarks on his NIL collective. This individual was the same person who provided Vassar with courtside tickets and private jet travel, according to the report. 

Vassar attended an Aug. 2022 meeting about the request, despite not being invited, according to the report. 

Interviewees told the firm that during the meeting, MSU employees raised concerns about “risks arising from an unsettled legal landscape relating to NIL collectives, the potential adverse impact on the University’s interests of licensing MSU’s trademark rights to a collective, as well as questions over the potential risk of Title IX violations both from the perspective of the collective’s branding, and from the perspective of the collective’s unequal support for men’s and women’s sports,” the report said.

But after the unfruitful meeting, Vassar told MSU personnel involved in the negotiations that they could be put on a “shortlist for employees being considered for job termination, which the MSU personnel perceived as a form of undue influence and intimidation,” the report said.

Her friendship with the donor, combined with her insistence that MSU approve the deal, violates the Trustee Conflict of Interest policy, while her involvement in the negotiations violated the board’s code of ethics, the report found.

“Chair Vassar’s actions in this case are a clear overreach into the University’s administrative matters and goes beyond the Board’s oversight and supervisory role,” the report said. 

One interviewee alleged Vassar allowed an outside vendor to use MSU trademarks on their products after the shooting, an accusation the firm could not support.

Encouraging students to embarrass the interim president

Vassar and Denno met with students in November 2023 at their request, to prepare them for a meeting with the interim president on “issues of interest to certain student groups,” according to the report.

During the meeting, Vassar and Denno gave the students inaccurate, confidential information about university affairs — including that MSU lost its accreditation the summer prior due to Woodruff’s and Provost Thomas Jeitschko’s neglect — for students to “hold onto like a trump card,” to embarrass the administration, according to the report. 

“(The administrators) do not like being embarrassed,” Denno told students, according to transcribed audio from the meeting included in the report. “The Provost and Interim President are looking for their next jobs; they just don’t want to be embarrassed. They want to come out with no scandals.”

Vassar suggested that the students “pressure the administration to meet their specific demands” by following suit of public commenters at the last board meeting who “came for (Woodruff’s) neck,” according to the report

“But there’s so many other groups that you could partner with to crucify her,” Vassar told students, according to the report.

“Embarrass [Interim President Woodruff] … tell her you’re working with [Black Student Alliance], whether you are or not … that will terrify her,” Denno told students, according to the report.

Vassar encouraged the students to “flood” the public comment section of the next board meeting with supporters of their campaign, according to the transcribed conversation.

Vassar denied making these statements to Miller & Chevalier and Denno said he “could not recall making any statements attributed to him,” although an interviewee verified the statements and the firm confirmed the reliability of the recording of the conversation through “forensic analysis.”

“More broadly, both Chair Vassar and Trustee Denno stated that their goal on the call was to support ideas generated by students,” the report said

Encouraging the students to embarrass Woodruff invited “incivility and intimidation,” a violation of the board’s code of ethics, the review found

Vassar’s attorney, O’Shea, said in a statement that Vassar “takes strong exception to the Report’s finding that Trustees should not engage with students who believe their legitimate concerns, including fears for their personal safety, have been ignored

“While such public engagement can become charged and uncomfortable for those in authority, it is essential that the University, and the Board of Trustees, provide a forum for the voices of students to be heard,” O’Shea said

A “fraught relationship” between Vassar and Woodruff

The report described a “fraught relationship” between Vassar and Woodruff, but could not prove that Vassar bullied or usurped the authority of the interim president as Scott suggested.

In her letter, Scott said Vassar requested Woodruff’s speaking schedule, inappropriately inserted herself into Woodruff’s events and speaking engagements and delayed university events until her arrival. Miller & Chevalier could not find evidence to support those claims.

However, the investigation did find that Vassar admonished Woodruff for speaking directly with trustee Kelly Tebay about an initiative that she opposed. 

Woodruff directly contacted Tebay in fall 2023 about an initiative to revise a campus gun policy that Tebay helped lead, according to the report.

“According to an Interviewee with direct knowledge, upon learning about this contact, Chair Vassar called the Interim President to say that she ‘should never talk to trustees on [her] own,’” the report said. 

Tebay said Vassar then told her “she had given Interim President Woodruff ‘a talking to’ and explained that she told Interim President Woodruff that ‘she shouldn’t talk to Kelly Tebay about these things. If she wants to change these things, she should talk to me,’” the report said. 

While the investigation found that Vassar’s conduct wasn’t perceived to be “appropriately respectful or professional” and therefore “will undercut public respect for the Board,” it did not violate the section of the board’s code of ethics that prohibits “deceit, incivility, intimidation, silencing, or retaliation.”

Meeting with Lansing officials to discuss university matters without interim president’s knowledge

Scott initially accused Vassar of meeting with Lansing city officials on several occasions during the summer of 2023 to “pitch moving university colleges and students to a Lansing site,” without Woodruff’s knowledge

The Miller & Chevalier report found that Vassar, Denno, Tebay, and an unidentified interviewee all met with Lansing officials on several occasions, and that the conversations focused on “building a public‐private partnership between MSU and the City of Lansing and related development opportunities.” The other trustees said they didn’t know about these meetings.

The report also found that administrators, including Woodruff, had separate meetings with Lansing officials to discuss related topics around the same time

“Administrators noted that the lack of coordination and conflicting or inconsistent messaging between respective meetings created confusion among stakeholders,” the report said

While Miller & Chevalier corroborated that Vassar had meetings without Woodruff’s knowledge, the firm found that Vassar did not violate any board bylaws or policies

“As noted in preamble to the Bylaws, part of the Board’s mission is to advocate for the ‘essential importance of the University’s mission’ including with ‘the Legislature, elected state officials, and to the federal government,’” the report said. 

The report said the substance of the conversations is largely unclear.

Retaliating against Faculty Senate chair

Vassar and Denno violated the board’s code of ethics by “orchestrating a campaign of personal attacks” against Faculty Senate chair Jack Lipton — who publicly called for Vassar’s resignation following the publication of Scott’s allegations against Vassar — the report alleged. 

Following the allegations, Lipton also introduced a Faculty Senate resolution calling for Vassar’s resignation. That resolution ultimately passed. 

Upon hearing of the resolution, the report said, Vassar sent Lipton an email on Oct. 26, 2023, seeking to discuss the resolution. 

The next day, there was a contentious board meeting, in which several public commenters voiced support for Vassar. 

After the meeting, Lipton — referring to disruptions by attendees in support of Vassar — said in a statement published in The Detroit News that Vassar “elected to let the mob rule the room.”

Since then, Lipton has received several letters from various campus groups “accusing him of using racist language to describe Black and Brown students,” the report said.

“Dr. Lipton denies that this was his intent and alleges that the letters he has received have been motivated by Chair Vassar and Trustee Denno in retaliation for the Faculty Senate vote,” the report said. 

The report “substantiated the allegation that Trustee Denno and Chair Vassar encouraged some students to engage in conduct designed to publicly label Dr. Lipton as a racist.”

One person interviewed by Miller & Chevalier said Denno and Vassar met with students on Nov. 1, 2023, and that during the meeting, “Denno made several comments to the students regarding Dr. Lipton.”

Audio recordings from that meeting were reviewed by Miller & Chevalier. Denno made the following statements during the meeting, according to the report:

  • “The other thing you can do to help [myself and Chair Vassar], at least for me, is attack Jack Lipton, the Chair of the Faculty Senate. I mean this guy called you a mob . . . call him out, call him a racist.” 
  • “This guy is supposed to be independent or non‐partisan, and he’s a tool of the Administration, and he’s a tool to begin with.”

In an interview with Miller & Chevalier, Denno did not deny making either of these comments about Lipton to students.

“Trustee Denno told Miller & Chevalier that he ‘probably said that,’ adding that he doesn’t ‘give a s— about Jack Lipton,’” the report said. 

The interviewee who told Miller & Chevalier about the meeting in which Denno encouraged students to denounce Lipton also told the firm that Denno gave them the email address of The Detroit News reporter who initially published Lipton’s statement and encouraged the individual to contact the reporter. 

“Interviewee 10 shared text messages reflecting that on November 14, 2023, Trustee Denno provided them with the email address of The Detroit News reporter that published Dr. Lipton’ statement,” the report said. “Interviewee 10 asked Trustee Denno about what they should say to the reporter, to which Trustee Denno replied ‘Lipton=racist.’”

Denno told Miller & Chevalier that he could not recall ever giving any students the names of reporters to contact, nor encouraging them to label Lipton as a racist. 

“Here again, independent evidence provided to Miller & Chevalier confirms that he made these statements,” the report said.

The report also found that Vassar and Denno encouraged students to file a complaint with the Higher Learning Commission — a national accrediting body of the university — which alerted HLC to recent incidents of racial discrimination and specifically accused Lipton of putting students’ safety at risk through his use of the term “mob.”

“Interviewee 10 told Miller & Chevalier that Chair Vassar and Trustee Denno pushed students to file the HLC report against Dr. Lipton,” the report said. “Chair Vassar and Trustee Denno denied these allegations claiming that they only advised students to document incidents on campus, and that it was ultimately the student’s idea to file a HLC report.”

But, Miller & Chevalier could not “credit these Trustees’ statements over the credible account provided by Interviewee 10, and contemporaneous text messages suggesting that Chair Vassar did coordinate with students to file the HLC report.”

One example verifying Vassar’s coordination with students to file the HLC report was a text message shared with Miller & Chevalier in which a “student reports to others that HLC would not be moving forward with an investigation noting that ‘Dr. Vassar is quite pissed too,’” the report said. 

The report concluded that Vassar and Denno’s attempts to get students to denounce Lipton were primarily motivated by “personal animus against Dr. Lipton, likely generated by Dr. Lipton’s call for Chair Vassar’s resignation."

The report concluded that Vassar and Denno violated the board’s code of ethics, which says that trustees are bound to protect the university’s interests above their own. 

“Directing students to speak to the press with the intent to label Dr. Lipton a racist alongside efforts to file complaints with the University’s accrediting body constitutes an overt action to coordinate a potentially harmful outcome to MSU in breach of those duties,” the report said. 

Miller & Chevalier also said Vassar and Denno’s actions may lead to an additionally harmful outcome for the university, as the firm has “received information that Dr. Lipton has threatened to bring complaints or to file suit against MSU or constituent parts of the University” in relation to the trustees’ alleged campaign against him.

Retaliating against an MSU employee for not withholding information from supervisors

An unnamed interviewee told investigators that Vassar asked them to write and distribute a “statement related to an analysis on campus culture for media distribution” without the knowledge and approval of the individual’s supervisor.

The individual “explained to Chair Vassar that this task could not be done and reported the conversation to their supervisor,” according to the report, but Vassar repeatedly requested the statement be written anyway, and later told investigators she expected the individual would keep their conversations private.

Shortly after an exchange with Vassar that the individual described as “bullyish” and “manipulative,” the board hired an external firm that the individual claimed “would be tasked with responsibilities previously assigned to” them, according to the report.

When asked about her alleged retaliation, Vassar told investigators she did not mean to bully or intimidate the individual, but “because now (the individual) has charged this, I don’t work with (the individual) anymore,” according to the report.

Miller & Chevalier says Vassar’s comments about not working with the individual count as retaliation, which violates the board’s code of ethics, but the firm found that the external firm was hired by MSU out of genuine need for its services, not to retaliate against the individual for not following Vassar’s orders.

Presidential search leak

The firm could not find the individual responsible for leaking the identities of the two then-finalists in MSU’s presidential search. 

Information regarding the candidates’ backgrounds was first shared on MSU related message boards on Nov. 10, 2023. Their identities were published five days later by The State News. 

“Based on these efforts, Miller & Chevalier concludes that it is likely a Board of Trustee member or members were responsible for the leak to the media of the two finalists and their identities,” according to the report. “However, the investigation was unable to identify sufficient evidence to determine which Trustee(s) was the source of the leak.”

The ten individuals that were at the time authorized to know their identities — all eight trustees, board secretary Stefan Fletcher and John Isaacson, president of the search firm tasked with assisting MSU in choosing the president — all denied leaking the information related to the search, according to the report.

Trustees’ conflict of interest

The investigation found that Denno recommended a consulting firm to create an analysis of a university initiative in Detroit for MSU.

Denno was sent a draft of a consulting agreement from the firm in July 2023. Then, at their request, Denno revised the scope of the agreement, according to the report.

This over-involvement in MSU’s contracting processes violated the board’s conflict of interest policy, the review found.

During their interviews with Miller & Chevalier, MSU employees also raised concerns about other alleged conflicts of interest. 

Vassar alleged Scott failed to properly disclose a business partnership with a former trustee. A former trustee alleged Vassar received special gifts from ex-MSU football coach Mel Tucker. An unnamed interviewee said Vassar’s role as professor at Wayne State University conflicts with her duties at MSU, according to the report.

The firm could not find evidence to suggest these allegations were either true nor constituted a conflict of interest.

The report’s suggestions

Miller & Chevalier recommended the governor decide corrective action for Vassar and Denno, citing a law in the state constitution that gives the governor the right to remove members of boards of state universities from office.

The firm also recommend “no more than censure” for trustee Scott for releasing confidential university information in her Oct. 2023 letter that prompted the investigation.

O’Shea said in a statement that Vassar “agrees that the Board should consider censure of Trustee Scott for violating the Board’s Code of Ethics by publicly releasing ‘confidential and privileged attorney/client communications that she did not have authority to disclose.’

Furthermore, the firm recommended the board:

  • implements and requires participation in a previously created “Professional Development Plan.” 
  • considers “undergoing a comprehensive governance review by an expert outside consultant to assess its governance practices.”
  • implements detailed procedures on how trustees should engage with the administration and MSU community
  • undergoes tailored training on board governance, non-retaliation, avoiding conflicts, confidentiality obligations, engagement with media, and others.
  • Stricter and clearer guidelines on accepting items of value
  • retains “an independent governance expert to meet with the Board or Trustees, as appropriate.”


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