Emails show UMass set ‘draconian’ conditions for Hampshire College merger

  • University of Massachusetts Amherst Chancellor Kumble Subbaswamy and former Hampshire College president Miriam “Mim” Nelson. The two were in conversations in late 2018 about the possibility of UMass Amherst acquiring Hampshire, emails show. GAZETTE FILE PHOTOS

  • University of Massachusetts Amherst Chancellor Kumble Subbaswamy and former Hampshire College president Miriam “Mim” Nelson were in conversations in late 2018 about the possibility of UMass Amherst acquiring Hampshire, emails show. GAZETTE FILE PHOTOS

Staff Writer
Published: 8/30/2019 7:31:18 PM

AMHERST — In mid-December, former Hampshire College president Miriam “Mim” Nelson was deep in negotiations with the University of Massachusetts Amherst about the possibility of the two schools merging and was willing to make a big concession: not admitting a first-year class. She had also hoped to preserve Hampshire’s name and some of its core mission, but UMass Amherst officials were skeptical about how such an arrangement would work, newly obtained emails between UMass Amherst and Hampshire College officials show. 

The correspondence provides new details about the negotiations Hampshire College’s administrators were holding with the University of Massachusetts Amherst about the possibility of partnering, and about the conditions under which UMass Amherst was willing to negotiate with Hampshire.

Among the revelations are that Nelson, in discussions in mid-December, told UMass Amherst leadership that Hampshire was willing to forego admitting a full first-year class in 2019 if the two schools signed a letter of intent. The internal documents also disclose that a merger with UMass Amherst would have been an acquisition that entailed a complete closure of Hampshire, drastic layoffs of Hampshire employees and no guarantee that the college’s unique curriculum — or even its name — would have survived.

“Those were both kind of surprises,” current Hampshire President Edward Wingenbach said when interviewed about the correspondence.

Hampshire College’s board of trustees changed course on April 5 when Nelson resigned and the board of trustees voted to pursue keeping the school independent. Wingenbach, who became Hampshire’s eighth president earlier this month, said he came to the college with a clear mandate to help reinvent the school, and in the process the future of higher education. 

“Part of what these internal documents show is just how hard it really would be for a college as distinctive as Hampshire to subsume itself into another organization,” Wingenbach said. “And so we’re not going to do that.”

The Gazette obtained 67 pages of emails after first filing a public records request with UMass on Feb. 25. The university initially provided some responsive records, but it withheld many others. The Gazette appealed to the secretary of state’s office for the release of the withheld records, and UMass ultimately released those records on Aug. 26. 

Some of the early discussions between Hampshire and UMass Amherst are revealed in a Dec. 23 email from Nelson to UMass Amherst Chancellor Kumble Subbaswamy. The email concerns Hampshire’s desire to sign a non-binding letter of intent with UMass Amherst — a detail first reported by the Gazette in February.

Near the end of the email, Nelson turns to the subject of Hampshire’s 2019 first-year class. 

“Importantly, in order for us to not accept students into our Fall 2019 class, we would need to have this LOI signed sometime in January,” Nelson wrote. “Not accepting students is a very big decision for us, but one we are willing to make if we are confident in our ability to work with you to navigate a positive future for Hampshire and UMass.”

Nelson goes on to say that Hampshire planned to sell a piece of land near Atkins Farm to balance the college’s fiscal year 2020 books.

“We would expect that many of our students, faculty, and staff will be supportive of this potential affiliation,” Nelson continued. “But we also recognize that there will be a loud minority who are not supportive. We are fully prepared to work with our entire Hampshire Community to engage and bring everyone along to ensure a smooth transition.” 

Ultimately, Hampshire and UMass never signed a letter of intent. Hampshire’s board of trustees decided on Feb. 1 not to accept a full first-year class in 2019 — a significant decision at a college that receives about 90 percent of its revenue from tuition and fees. The vote led to protests on campus, including a 75-day student occupation of Nelson’s office.

Nelson declined an interview for this story, as did former former board chairwoman Gaye Hill and board vice chairman Kim Saal.

Current Hampshire board of trustees Chairman Luis Hernandez, who was vice chairman of the board during the time in question, issued a statement in response to questions from the Gazette. He said that early in Nelson’s term, which began in July 2018, the board of trustees asked her to explore solutions to Hampshire’s financial woes, including possible partnerships that would preserve the college’s mission and identity.

Nelson’s Jan. 15 announcement of Hampshire’s search for a partner led to “numerous institutions” contacting the college, Hernandez said. Two of those potential partners — one of which was UMass Amherst — were presented to the board in February and March, he added.

“The College’s preliminary discussions with UMass were not a factor in the Board’s decision on February 1 not to accept a full fall 2019 class,” Hernandez wrote. 

Hampshire College spokesman John Courtemanche said this week that on Feb. 1 “the full board was aware that partnerships were being explored, but no individual potential partner had yet been formally presented to, and no details or conditions had been shared with, the full board.”

For UMass Amherst, Hampshire College not accepting a fall 2019 class was clearly a condition of any deal, emails show. 

‘Guiding principles’

Nelson’s letter of intent includes a list of “guiding principles” Hampshire desired for whatever new entity emerged in a partnership. Those principles included that the “Hampshire College” name would continue indefinitely; that UMass Amherst would maintain Hampshire’s “spirit of interdisciplinary and independent studies;” that Hampshire students would have the opportunity to complete their education in the new entity; and that Hampshire faculty and staff be considered for future jobs.

In another internal UMass email, UMass Amherst Provost John McCarthy shared reactions that he and Associate Provost for Administration and Finance Deborah Gould had to Nelson’s letter of intent.

The two wrote that UMass might agree to use the word “Hampshire,” but that the university may want the flexibility to use another name. For example, if the newly created school received a “naming gift,” the university might want to name it after the donor. 

In the section requesting the continuation of Hampshire’s “spirit of interdisciplinary and independent studies,” McCarthy and Gould suggested that the word “independent” be removed so that it wouldn’t be seen “as a commitment to maintain Hampshire College's distinctive curriculum.”

Responding to the request that Hampshire students be given the opportunity to complete their education in whatever new entity emerged, McCarthy and Gould made one condition clear: “any teach-out is conditional on their not admitting a Fall 2019 first-year class.”

The emails obtained by the Gazette contain more discussion among top UMass officials and the university’s lawyers about the letter of intent. But UMass has redacted those conversations, citing an exemption to the state’s public records law for attorney-client privilege.

‘Chancellor’s memo’

One document that further elucidates the conditions UMass Amherst viewed as necessary if it were to acquire Hampshire: a two-page memo that Subbaswamy described as his “stream of consciousness” answer to the question of whether UMass Amherst should agree to explore a strategic partnership with Hampshire. 

Subbaswamy wrote that when UMass Amherst purchased Mount Ida College in Newton in 2018, it learned that many factors — finances in particular — affect any decision to acquire another school. He said that because the state’s portion of the UMass budget is only about 20 percent and doesn’t increase with more students, a minimum requirement for any partnership would be that it be financially self-sufficient and not have any negative impact on current students or operations.

“Since the strategic partner must absorb the debt liabilities of Hampshire, a merger/acquisition has to entail a drastic (perhaps draconian) reduction in operational costs — or, in more direct terms, loss of jobs to current employees,” Subbaswamy wrote. “There has to be a clear understanding on the entire community that the lay-offs are not in any way the fault of the partner.”

Subbaswamy wrote that before approving any deal, the university’s board would want to be assured that the transaction would “still be a net positive on the university’s books.” 

“The way to get a handle on current and future liabilities in legal and business terms is to make the partnership a straight forward real estate transaction — an unconditional acquisition of physical assets for a negotiated price which pays off debt and agreed upon liabilities,” he wrote.

For that reason, Subbaswamy wrote, UMass Amherst could only partner with Hampshire under the following conditions: “closure of Hampshire College as it is today, with a teach out plan for current students, and eventual loss of jobs; the purchase of its physical assets by UMass to cover agreed upon liabilities; and the creation of a new entity (e.g., an academic college) as an administrative unit within UMA which helps generate sufficient revenue to cover the costs of the purchase transaction and ongoing operations.”

“If Hampshire College has potential partner who can stabilize its future without the draconian scenario I have described, it should definitely pursue it,” Subbaswamy wrote. 

In the end, UMass Amherst and Hampshire never agreed to any deal. In February, after the Gazette revealed Hampshire’s desire to sign a letter of intent, university spokesman Ed Blaguszewski said that it was UMass Amherst that chose not to sign a letter.

On Tuesday, Courtmanche, the Hampshire College spokesman, said that neither party was ultimately in agreement over the terms of a letter of intent. He added that the college’s board never endorsed a UMass partnership on any terms.

At the end of January, emails show UMass Executive Vice President James Julian, Subbaswamy and university counsel drafting parameters for a potential “meeting of the minds” with Hampshire College. The correspondence is redacted due to attorney-client privilege, however.

On the evening of Feb. 1, when Hampshire’s board voted not to accept a full class, internal emails show UMass Amherst Vice Chancellor for University Relations John Kennedy discussing that decision with lawyer Andrew Paven of the Boston lobbying firm O'Neill and Associates.

“Very odd,” Kennedy wrote of the Hampshire board’s decision to admit only 77 students. “I would guess that none of them enroll — but if any do, it creates complications for a successor institution.”

This story has been updated to reflect the fact that former Hampshire College board of trustees chairwoman Gaye Hill declined to comment for this story.

Dusty Christensen can be reached at dchristensen@gazettenet.com.



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