Emerson-Marlboro deal approved by Vermont Attorney General after eight months


Jakob Menendez

The 73-year-old Marlboro College was sold to Democracy Builders. Jakob Menendez / Beacon Staff

The Emerson-Marlboro deal received final approval from the Vermont Attorney General’s office Monday, the last hurdle in an eight-month merger process that began last fall. 

A review from Attorney General T.J. Donovan concluded that the Asset Transfer Agreement between the two colleges and the sale of Marlboro’s campus to charter school nonprofit Democracy Builders are legal and consistent with Marlboro’s mission.

The merger agreement was initially announced in November 2019 and has had a tumultuous path to completion as alumni, students, and staff on both sides of the deal have raised concerns about the merger’s terms, its economic impact, and its effect on the students involved.

The review Monday found that, given Marlboro’s financial struggles and the likelihood that the college would lose accreditation if it stayed open, it was “within its rights under Vermont state laws governing public benefit corporations to wind down Marlboro College’s affairs through an alliance with another educational institution.”

“This transition has been difficult, but Marlboro College has acted consistent with its [financial] duty and has done its best to address the interests of students and faculty,” Donovan wrote in a copy of the review obtained by The Beacon. 

As a result, the Attorney General found “no basis under Vermont law for the Attorney General’s Office to intervene in the transfer of assets to Emerson College or the campus sale to Democracy Builders.”

Marlboro’s proposed sale of the campus to Democracy Builders—a New York-based organization recently embroiled in controversy—is also in accordance with its mission, according to Donovan. Democracy Builders founder, Seth Andrew, has been under fire recently as former students and staff spoke out about racist practices at his previous New York-based charter school chain, Democracy Prep. The Marlboro Board of Trustees began investigating the allegations last week but have not yet released their findings publicly.

“Based on these findings—namely, that Marlboro College is (1) selling its campus to another educational charitable nonprofit corporation for more than nominal consideration after a reasoned process of marketing the campus, soliciting and evaluating potential buyers, and selecting a winning bidder and (2) applying the proceeds of the sale to Emerson College for the purpose of the MIEC [Marlboro Institute for Liberal Arts and Interdisciplinary Studies at Emerson College]—the AGO, therefore, has no basis on which to object to the proposed campus sale,” Donovan wrote in the review.

The review also says that any Democracy Builders post-secondary institution opened on the former Marlboro campus would be subject to Vermont COVID-19 guidelines and reviewed by the state Agency of Education.

Emerson released a statement Wednesday celebrating the finalization of the merger.

“We are very pleased that the Marlboro and Emerson agreement will preserve Marlboro’s legacy, provide its students with a pathway to complete their degrees in an independent learning environment, and permit its faculty to continue their teaching, scholarship, creative activities, and research,” the statement reads.

Updated 7/22/20: This article was updated to include a statement from Emerson College on the merger’s status.