An Open Letter to the Trustees and Regents of Big Ten Institutions

To the Regents and Trustees of Big Ten Member Institutions:

Recent reports that the Big Ten Conference is moving toward a vote on a $2.4 billion private-equity transaction with UC Investments, the investment arm of the University of California system, demand your immediate attention as fiduciaries. As a fellow governing board member and as a president of a national organization whose mission is to support higher education accountability through engaged trusteeship, I have serious concerns about the process behind this proposal. These concerns have critical implications not just for college athletics, but for the integrity of American higher education writ large.

A university’s board exists to serve as the ultimate guardian of its mission, integrity, and assets. That stewardship includes oversight and final authority over all material university decisions and resources, including those related to intercollegiate athletics. Effectively selling or transferring an athletic department’s most valuable rights—its media, branding, or commercial assets—is unquestionably a material institutional decision requiring board oversight.

All governing board members, whether they are called trustees, regents or visitors, have a responsibility to ensure that America’s institutions act in the best interests of all stakeholders, especially the public. And yet there is a credible claim that governing boards have received insufficient information to make any such determination with respect to the Big Ten Enterprises proposal. This would be a shocking lack of transparency given the stakes of this transaction.

This is not how responsible governance functions. Boards cannot discharge their fiduciary duties without having access to the full text of any proposed agreement, sufficient time to study its implications, and a formal role in authorizing or declining their institution’s participation before a binding vote is cast.

By bypassing their governing boards, the Big Ten universities risk undermining the legitimacy of any decision and eroding confidence in their leadership.

To restore integrity to this process, we urge each governing board to adopt a clear resolution requiring that:

• The university president or chancellor abstain from any Big Ten vote on the proposed transaction until his or her governing board has been fully briefed;
• The board is provided with all relevant documents, analyses, and legal opinions; and
• The board has formally authorized the president or chancellor to vote on behalf of the institution.

Furthermore, the Big Ten’s governance structure should be amended to ensure that boards of trustees and regents are not merely informed but serve as the ultimate authorities on any future decision involving the sale, transfer, or monetization of university-owned athletic assets.

The universities of the Big Ten have earned global respect for their commitment to integrity, excellence, and public trust. That trust now rests on whether their governing boards will insist upon proper oversight in a moment of historic consequence.

As stewards of these great institutions, trustees and regents must not permit others to act on their behalf without clear authorization. The process must change so that the boards, and only the boards, hold final authority over this matter.

Respectfully,

Michael B. Poliakoff
President, ACTA

Download a PDF version of the letter HERE.