Trusteeship - May/June 2020 - 18

COLLEGES AT A CROSSROADS: CLOSURES AND MERGERS

Negotiating a Merger

"I came to [MCO] with the notion that the model of a freestanding health sciences institution was not the best model," Jacobs
If the answer to what trustees are doing with respect to considersays. "There were only six or so in the country that were left and
ing the options of merging or closing is, on average, probably too
none of the top 10 highest ranked medical institutions were freelittle, there are exceptions.
standing. I told that to the board."
An extreme example of an aggressive role by a trustee was that
Still, perhaps the toughest negotiating issues remained. "We held off
of James Tuschman, a litigation attorney who was a member of the
until the end on the critical questions of who would run it, what it would
Ohio Board of Regents, the oversight body for higher education in
be called, and how the board would be structured," Tuschman says. "At
Ohio, and a past trustee and chairman of the University of Toledo
the end, after everything else had been worked out, we held a meeting
(UT) board.
between Lloyd, Dan, whom I'd hired five years earlier, and a few others.
For years, Tuschman and trustee colleagues at the UT board
Then, as we kicked off the meeting, Dan said, 'Let me say something.
pondered whether a merger with a nearby institution might make
This merger is important for the community and state. Lloyd Jacobs is
sense. The University of Toledo was a middle-size, middle-repa medical doctor and a marine and this will not be an easy amalgamautation, public four-year institution, Tuschman says. Elsewhere
tion. I will step aside and suggest he take over as president.' I thought to
in the city of Toledo was the Medical College of Ohio (MCO), a
myself, 'the toughest decision has already been made.' I said, 'Lloyd, there
four-year medical teaching college that Tuschman says also was
can be no question that the surviving institution must be the University
middle in reputation and size, and that stood out as one of the few
of Toledo, and not a bastardized
stand-alone medical colleges
version of it,' and he agreed. Now
not affiliated with a major uniwe had two of the three key deciversity, despite clear financial
sions, leadership and surviving
synergies that had led to many
There
is
no
benefit
to
a
higher
education
institution name, down. I then
such affiliations elsewhere.
said, 'since the MCO president will
institution announcing your intention to
If the two institutions were
be the president of the combined
combined, one could envision
look into a partnership or merger. It is a sign
institution, I will suggest that the
that overhead could be masof extreme weakness.
chairman of the board be the UT
sively reduced, an institution
chairman and that the board be
could be created that would be
composed of 18 members, including 9 of each, and each year one will
one of the largest in the state, UT's prestige would likely increase
go off until we eventually scale down to 9 board members.' Everyone
with inclusion of a major teaching hospital, and the MCO could
agreed. And at that point we had a deal. We received a 100-percent vote
amortize its costs over a larger university. Many entreaties had
approving the merger in both the [Ohio State] House and Senate."
been made by UT leaders over the years and had met with the
Subsequent execution was critical to the success of the merger,
polite decline of MCO executives, in large part due to powerful
Tuschman says. "What Lloyd did after the merger was smart,"
community interests that preferred that MCO remain indepenTuschman says. "He went to MCO within the first month of the
dent, Tuschman says.
merger being signed and put up University of Toledo signs. He
In 2003, the opportunity that Tuschman had been looking for
made clear that the merger was being implemented as clearly as
arose. A new president had taken the helm of MCO, a former
he could. Part of what made this work was the speed of implemenmarine and vascular surgeon, Lloyd Jacobs.
tation. If this thing had languished before and after the merger, it
"Soon after he was appointed, Lloyd and I met and he said,
might not have been successful."
'I know [UT President Dan Johnson] is interested in pursuing a
"At a large institution, all its individual subunits have individual
merger of our institutions and I am interested in exploring that,
cultures," Jacobs says. "The culture of a medical school is different
as well. I don't think my school can survive without a merger.
from that of an English department. While you have to respect hetYou need to help me'," Tuschman says. "I said, 'the only way that
erogeneities, it is the job of senior leadership to create an inclusive
this could work would be to hammer this out in private meetings
vision and direction for the overall institution under which all these
between the presidents and not even tell the boards, until you
subunits can function. Unless you do this early, it may not survive
come up with a memorandum of intent.' So the next week Lloyd
future strains. It takes a lot of time and money to build a culture
and Dan met and pounded out an agreement and settled upon
and is hard to do with a lot of red ink on the ledger. The UT-MCO
a strategy. It took us one year before we had the thing done and
merger took five years to align and redo hundreds of policies-there
approved, including by the legislature and the governor's office.
was a standing committee dedicated to doing that. I am a detail guy
The board members were not upset at all by being left out; they
and took charge of resolving those thousand little details."
were academics."

18 TRUSTEESHIP MAY. JUN. 2020

Trusteeship - May/June 2020

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