Lack of transparency plagues NU-Mills merger process in legal battles

Some who spoke to The News think Mills has not been forthcoming in providing information that they feel should be readily available to the public, with current students and alumni alike having difficulty obtaining information about the closure and the merger. In fact, this lawsuit has not been the first filed against Mills College for allegedly withholding information. 

When Mills College chose to close in spring 2021, the decision was made by its Board of Trustees in a March 4 meeting. According to an official legal complaint filed by alumni June 7, these members were asked to make this vote on a consent agenda, which is typically used for routine and procedural decisions that will not need debate, with no prior discussion. 

“Some of the alums that were part of the trustees came to the [Alumnae Association of Mills College, or] AAMC, and they felt they didn’t have the financial records to actually make a decision at that level,” said Claudia Mercado, a member of the Save Mills College Coalition, or SMCC, and the treasurer of the AAMC who graduated from Mills in 2006. 

According to the complaint, this consent agenda asked the trustees to approve the development of a “teach-out plan” for the last classes of students and the design of a “Mills Institute,” which would be implemented in the event of a closure in the future. 

“The actual announcement of closure actually came as a shock to these trustees, they didn’t believe they had voted ever to close the college,” said Kieran Turan, the vice president of SMCC who graduated from Mills in 1990. “It wasn’t an actual agreement to a teach-out, it was like ‘we will develop a teach-out, and we will also develop an idea or concept for an institute,’ but it wasn’t like ‘yes, we are deciding we will close Mills College in two years.’” 

Following the closure announcement in March, some alumni began organizing an official court filing to request access to documents including financial data, term sheets and consultant reports that would have allowed them to make a more informed decision regarding the teach-out and formation of an institute. The official complaint was submitted by representatives of the AAMC June 7. 

“It raised a lot of red flags, the way that [President Beth Hillman] and senior leadership on the board were basically, I would say, concealing access to certain financial documents and conflict of interest statements from certain trustees,” Turan said.

According to the AAMC’s timeline, the legal process was delayed several times, with each delay accompanied by a temporary restraining order that prevented any further action to be made about the college, including voting on partnerships or signing agreements. 

The first court ruling was made Aug. 5, 2021, and indicated Mills College was required to turn over a large swath of documents requested by the AAMC by Aug. 18. An Aug. 26 ex parte application from the AAMC requested an additional restraining order and alleged Mills was in contempt of court for failing to provide all necessary documents. 

“When [Mills College] finally did consent, the judge had to basically force them, they dumped like 20,000 documents onto this remaining trustee,” Turan said. “[The documents] were in total disarray, and they had to spend a lot of money just piecing through all of it. They also didn’t provide at least half of the documents requested — none of the conflict of interest stuff, not up-to-date financials, no projections.” 

Mills filed a cross-complaint alongside a public statement, alleging that the college had provided over 21,000 pages of the required documents and confirming that the college was still in talks with Northeastern, with plans to vote on the merger as soon as the restraining order was lifted. 

According to the AAMC, the Alameda County Superior Court reaffirmed that Mills must provide the documents that had not been shared, and lifted the restraining order on September 13, 2021. The day after, Mills College proceeded with the vote to officially merge with Northeastern. 

The legal battle eventually came to a standstill following several more motions, with a joint stipulation mutually ending the cases. According to AAMC treasurer Mercado, the proceedings were simply becoming too expensive for the alumni to continue.