https://www.lansingstatejournal.com/story/news/local/campus/2024/02/28/msu
-vassar-denno-scott-misconduct-investigation/72777367007/

EAST LANSING � Michigan State University trustees Rema Vassar and Dennis
Denno should be referred to Gov. Gretchen Whitmer's office for possible
removal from their elected positions, an investigation paid for by the
university found.

The report, by the law firm Miller & Chevalier, also recommended the board
consider censuring trustee Brianna Scott.

The investigation began with a focus on an October letter Scott sent to
trustees accusing board chair Vassar of "a pattern of violating our codes
of conduct, ethics, and conflict of interest, including engaging in
repeated undue influence, and bullying of Board members and
administrators."

Vassar responded to Scott's letter the next week, denying the allegations.

The investigation found numerous examples of alleged misconduct relating
to Vassar, from the trustee accepting free flights and tickets for her and
her daughter on a donor's plane to meeting with former Dean Sanjay Gupta
to settle a lawsuit brought by Gupta over his forced resignation.

She also violated a board policy against retaliation in respect to a
witness in the investigation and met with Attorney General Dana Nessel's
office regarding the AG's investigation into documents the university was
fighting to keep secret, according to the report.

The investigation also found that Vassar and Denno, both Democrats,
retaliated against Jack Lipton, chair of the MSU Faculty Senate, by
sharing confidential information to students to embarrass and "terrify"
interim President Teresa Woodruff. Denno is also accused of having too
much involvement in the review of the mass shooting on campus on Feb. 13,
2023.

In regard to Scott, also a Democrat, Miller & Chevalier determined she
violated the board's code of ethics when she sent the press and public her
letter alleging misconduct by Vassar, because it "included references to
confidential and privileged attorney/client communications that she did
not have authority to disclose."

The law firm acknowledged the "courage it takes to publicly denounce
misconduct, especially in light of the tangible and personal repercussions
that Trustee Scott has suffered. Nevertheless, if the Code of Ethics is to
have any meaning, its Standards must be applied uniformly, particularly
when it involves an issue as important as the fiduciary�s obligation to
preserve the attorney-client privilege."

Dan Kelly, board vice chair and chair of the Committee on Audit, Risk and
Compliance, said in a statement that the trustees have received the report
from Miller & Chevalier and are reviewing the findings.

"The board takes our responsibility and governance seriously and is
committed to upholding our code of ethics,� Kelly said in the statement.
He said MSU would have no further comment Wednesday on the report.

MORE:MSU trustees' misconduct findings: What we know

This investigation is the second high-profile inquiry in which the board's
conduct was under review within the past six months. On Dec. 29, MSU
released the findings of the law firm Jones Day's investigation into the
potential leak of the name of the woman who accused Mel Tucker of sexual
harassment. The investigation ultimately found that no Michigan State
University official or employee leaked Brenda Tracy's name, but noted that
Denno did not turn over his cell phone during the investigation.

Trustees respond
Vassar, in a statement sent by Kevin O�Shea of the Rochester, Michigan-
based The Miller Law Firm, said she �welcomed the outside investigation of
the allegations brought to the Board of Trustees, and she cooperated with
the inquiry, including completing more than fifteen hours of voluntary
interviews. 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.

�While Dr. Vassar does not agree that any Board of Trustees guidelines
were violated, she is gratified that there was no finding of any undue
influence, personal benefit, or harm to the University. She 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.�

�Finally, Dr. 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. Dr.
Vassar looks forward to carefully reviewing the Report.�

A message was left with Denno.

Scott, in a text message, told the State Journal she has read the report,
which she said corroborated "much of what I alleged and more." She called
on Vassar and Denno to resign, and said she will accept censure from the
board.

"I did read the report. I believe it corroborated much of what I alleged
and more," she wrote. "There were many things that came out of this report
that are quite upsetting to me, especially the manipulation of our young
people by Trustees for personal gain. I accept full responsibility for my
actions and will accept a censure from the Board, as I believe it is
appropriate for the Board to act on this Report.

"It is my hope that Trustees Vassar and Denno also accept responsibility
for their actions and step down from their respective chair positions and
ultimately the Board, so as not to force the governor to use taxpayer
money to remove them ... which would only further tarnish their
reputations and that of MSU."

Whitmer weighs in

Michigan law allows the governor to remove board members for a variety of
reasons, including "gross neglect of duty or for corrupt conduct in
office, or any other misfeasance or malfeasance therein, and report the
causes of such removal to the legislature at its next session."

Stacey LaRouche, press secretary to Whitmer, said the governor "will
continue to monitor this situation closely."

�The findings outlined in the report are concerning," LaRouche said in an
email. "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. The board needs to give this report a thorough
review to ensure the university can move forward and grow."

Both Vassar and Denno were represented by outside counsel, paid for by the
university, throughout the investigation. This included during their
interviews, all of which were held in person, according to the report.

Following their interviews, counsel for Vassar and Denno provided written
statements, and Miller & Chevalier said in the report that they took those
statements into consideration, but where there are inconsistencies between
them, greater weight was placed on the statements made during interviews.

The investigation began last fall after Scott released her letter.

Miller & Chevalier charged the public university $350 to $960 an hour;
most of the staff involved have rates on the higher end of that range.

From Oct. 30 to Nov. 22, the most recent information the State Journal was
able to obtain from MSU, Miller & Chevalier billed the university
$500,699, according to a receipt dated Dec. 13.

What the report found

The report took issue with actions by all three trustees. Investigators
said the most concerning allegations involved Vassar and Denno:

"Of the allegations raised in the investigation, the ones of most concern
to Miller & Chevalier are claims that Chair Vassar and Trustee Denno
retaliated against Interviewees and claims that they undertook to launch
personal attacks against Interim President Woodruff and the Faculty Senate
Chair, (Jack) Lipton."

Investigators found:On evidence reflecting statements related to interim
President (Teresa) Woodruff": The investigation established that Chair
Vassar and Trustee Denno participated in a meeting with students in which
they provided students with confidential and inaccurate information that
was not in MSU�s interest to provide in violation of Standard 5 of the
Code of Ethics student actions intended to embarrass and unsettle Interim
President Woodruff in violation of Standard 8 of the Code of Ethics."

On allegations of retaliation against Jack Lipton, chair of MSU Faculty
Senate: "The investigation established that Chair Vassar and Trustee Denno
encouraged a campaign of personal attacks against Dr. Lipton, MSU Faculty
Senate Chair, by student groups and the press. The evidence suggests that
their actions were primarily motivated by personal animus against Dr.
Lipton, likely due to Dr. Lipton�s call for Chair Vassar�s resignation.
But whatever the motivation, this conduct breached Chair Vassar�s and
Trustee Denno�s fiduciary duties under Standard 5 of the Code of Ethics as
Trustees to the University because these actions have resulted in a
potential harmful outcome for the University by way of potential
litigation by Dr. Lipton against MSU or constituent parts of the
University directly involving their actions. These actions are contrary to
the Code of Ethics and the duties of a fiduciary and warrant referral to
the Governor for review and consideration pursuant to MCL 168.293."