Posts

Posted on

What legal (and other) help do you actually need in Mergers, Acquisitions, and Partnerships?

May 17, 2026, by Dr. Barry Ryan – To accomplish almost anything of importance these days seems to require the engagement of lawyers. This is absolutely true for institutions of higher education in so many aspects of their lives, but never more so than in the matter of potential mergers, acquisitions and partnerships. Full disclosure: my observations herein are a result of my decades as a professor, an administrator (including several presidencies), and as someone actively involved in accreditation from every perspective (including a six-year stint as an accreditation commission member). And for good measure, as an attorney for the last 30 plus years. Tempus fugit.

I often encounter persons who are quick to quote a misunderstood saying about lawyers. The origin is Shakespeare’s Henry VI, Part 2 (Act IV, Scene 2): “The first thing we do, let’s kill all the lawyers.” In context, however, it’s clear that the Bard is not advocating murder. Rather, the words uttered by “Dick the Butcher” are an indication that lawyers and their functions are supposed to stand as a bulwark against tyranny and chaos.

Likewise, the skillful and ethical lawyer can, in the crafting of merger and partnership agreements, help prevent either party from taking advantage over the other (tyranny) and also preclude mutually harmful descent into institutional chaos.

So, on the one hand, as we shall see below, lawyers can play an essential and positive role in such higher education transactions. On the other hand, they should not drive the process or defeat the legitimate purposes of the parties they represent. What’s the balance and how do you find it? And how do you find the help you actually need?

Many institutions considering such transactions turn immediately to their inside counsel or usual external attorney or firm. While it may be prudent to consult a known lawyer to begin the task of finding the specialized legal counsel that is required, it can be a mistake to assume that relying on a current lawyer will be sufficient. Here’s why.

Small to medium-sized colleges may not have the luxury of inside counsel, or even a relationship with a firm that knows well their inner workings. Most such attorneys are retained primarily for employment-related matters: employment agreements, equipment leasing contracts, personnel disputes, terminations, employee manuals and so on. It’s obvious that those types of legal services, while essential for day-to-day operations, have little to do with the considerations of significant partnership or merger transactions. In fact, most attorneys who practice with smaller colleges have no experience at all with higher ed mergers and acquisitions (as is also true of most presidents, provosts, board members, etc.). These are rare events in the life of an institution, thus there are seldom any experts already on board the institution with the requisite real-world knowledge.

So how, and when, should such colleges retain experienced and capable counsel?

Let’s consider the when, first. An institution does need at least some preliminary conversations with and direction from counsel at the outset of any consideration of a partnership or merger. Once it becomes a serious topic of conversation among institutional leadership, checking in with counsel is a good idea. A competent higher ed lawyer can help establish the lay of the land from the outset, saving the college significant time, money and energy pursuing things (rabbit holes) that may not be legally possible or advisable.

These can include implications of the legal structure of the institution (currently and after the proposed transaction), state laws pertaining to non-profit entities (or corporate law if for-profit), laws related to boards and their duties, ownership types, implications for real estate (including zoning and local ordinances) and so on.

All this is in addition to addressing completely the requirements of accreditors (institutional as well as programmatic), state education authorities and the federal Department of Education (which monitors and approves or denies a CIO – Change in Ownership/Control). As you can see, this endeavor is neither for the faint of heart, nor for the amateur!

You will absolutely require highly competent and experienced guides (lawyers and non-lawyers) to make your way through this process. Some you may want to hire from outside and bring on board, others you may want to engage as consultants. Such experienced and talented people are available. Coordinating them and your administrative team for the duration of the undertaking, though, is a job in and of itself.

An internal point person should be designated at your institution, usually as the head of a committee. Critically important is that such a person be impeccably trustworthy. In addition, that point person must be able to relate well and closely with your internal and external teams, most particularly the president, provost, CFO, board chair and a few others on whose expertise and dependability you will come to rely.

As the process moves forward, it will be important to consider adding more internal team members. Faculty leadership, Human Resources, communications, alumni, external relations, student affairs, essentially all areas should ultimately play a part. The timeline needs to be flexible for carefully adding people to the internal committee.

Where to turn for external help, though? Let’s start with the legal area, not forgetting the financial and operational as well. 

There are a number of well-known higher education law firms in the US, mostly concentrated in bigger cities. Because there are many different types of legal implications inherent in such transactions, it is often best to work with an education practice group that is within a larger, more comprehensive law firm. Solo practitioners are harder to find and evaluate, which means that the typically more expensive firms, often including 100 or more attorneys, may be the best option. An adviser (inside counsel or someone similar) who knows your own situation well may be the best way to help you and your senior team sort through this part of the selection process.

Initial meetings with prospective firms can establish the rough outlines of an engagement, including the key question of whether billing should be on an hourly versus a project basis. If hourly, you’ll probably encounter a sliding scale, depending on the level of the attorney being engaged for a particular aspect. So, for example, a very experienced senior partner may bill at $750 an hour or more. Junior partners might be somewhat lower, associates below that, possibly at something in the $200 to $450 range. Remember, these numbers are hypothetical only. Ranges vary greatly, depending in part on your region as well as the experience (and success history) of the firm in such matters. The actual number is dependent on the hours billed, which relates both to the complexity of the matter within the larger proposed transaction, as well as the effectiveness of the attorneys engaged. What’s the total number? It’s almost impossible to hazard a guess, but there are better and worse (i.e. more expensive) ways to manage this part of the process.

There are a number of tools for tracking, projecting and managing legal expenses. But your inside counsel may be your best management tool. There are other options, too, if you don’t have  a current lawyer to whom you can entrust these management and connection point duties.

There are many tips to avoid wastage in this process. If you have good external advisors, they should be able to help you with learning and applying these techniques. These can involve adjusting the number of partners/associates, managing meeting participants and length of those meetings, keeping the points of contact within the institution in check, even just asking for any non-profit discount if applicable, and more.

It is important to remember that most lawyers have little idea about how higher education institutions function. Even fewer know how a merger or similar process works in higher ed. You don’t want to spend massive amounts of money just educating your legal advisors about such things, which is why is it more advisable to hire firms with such experience and expertise right out of the gate. Again, your current counsel and the external advisors you engage should be very helpful in this important aspect.

Know that the pace and scale of legal counsel during a transaction will change as it goes along. The initial discussions, the due diligence phase, the construction of the letter of intent, progress towards a definitive agreement, all mark increasing tempo and complexity. Of course, after an agreement is reached there are still a number of key milestones which will require counsel through the statutory, accreditation and related processes that lead to completion.

How long can this process take, from inception to conclusion? In my experience, Part 1 takes at least nine months to a year if done well. During this period, starting from when an institution makes the decision to move forward on an acquisition or merger, then achieving internal approvals and putting together a team (external and internal), and then organizing for due diligence is a complicated process. Throughout this time frame you’ll be using various approaches to assess potential good matches for the partnership.

The due diligence process is never quick, and shouldn’t be rushed. But the more you know about your own institution (and the prospective partner) makes a huge difference in the length of the due diligence period. It can take anything from a few months to longer than a year. Again, preparation and a sharp team really help.

Critically important in the due diligence portion is the role of your financial advisor. Yes, it’s important to have a very good CFO who really understands your institution. But few higher ed CFOs have been involved in merger and related processes, so even the best will have a steep learning curve.

To augment your internal finance and accounting expertise will most likely involve the addition of one or more external experts. They need to work well and closely with your leadership team, as well as with your legal counsel. The due diligence work that they will need to help manage is vital to the success of the whole transaction. There are two parts to this: first, producing everything necessary for due diligence of your own institution, and, second, helping establish what you need about your institutional partner. Missing anything important in this effort can create difficulties that can linger far into the future.

Let’s say you’ve done the introductory work, found and approached the right partner, completed mutual due diligence, received accreditation and other non-federal approvals and signed a definitive agreement. Are we done yet? Of course not, even though it may start to feel like you’ve already gone through a merger.

Much of what happens next is in the hands of the Department of Education, following “completion” of the merger – the Change in Ownership/Control (Part 1 in the 2 part process). After all those approvals have taken place involving various authorities, the Department can allow progress to Part 2, which essentially is an approval of the structural merger. The timeline is uncertain given the changes in policy, staffing, etc. that have involved the Department in recent years, but what is not uncertain is the continuing need for legal counsel and external advisors.

Doing all of this right takes time, money, dedication, patience and many other virtues as well! Getting it wrong, however, is painful and can be disastrous for all involved – including most importantly the students!

But what if you get it right? You’ll have pulled off something you can be proud of and will be part of a successful legacy of your institution. Students, faculty, staff and their loved ones will, if all goes right, be much better off than they would have been – especially if the only alternative would have been a closure.

Dr. Barry Ryan is a seasoned higher education executive, legal scholar, and former president of Woodbury University. He is the Co-Director, Edu Alliance’s Center for College Partnerships and Alliances, and a legal scholar. With more than 25 years of leadership experience, Dr. Ryan has served in numerous roles, including faculty member, department chair, dean, vice president, provost, and chief of staff at state, non-profit, and for-profit universities and law schools. His extensive accreditation experience includes two terms on the WASC Senior College and University Commission (WSCUC), serving a maximum of six years. He is widely recognized for his expertise in governance, accreditation, crisis management, and institutional renewal.

In addition to his academic career, Dr. Ryan ​ served as the Supreme Court Fellow in the chambers of Chief Justice William H. Rehnquist and is a​ member of numerous federal and state bars. He has contributed extensively to charitable organizations and is experienced in board leadership and large-scale fundraising. He remains a trusted advisor to universities and boards seeking strategic alignment and transformation.

He earned his Ph.D. from the University of California, Santa Barbara, his J.D. from the University of​ California, Berkeley, and his Dipl. GB in international business from the University of Oxford.

Posted on

Money, Mission and Culture: Strategic Planning for Colleges Under Pressure

May 11, 2026, By Chet Haskell – Every institution of higher education has some form of strategic plan. Indeed, such plans are usually required by accrediting organizations. These plans are supposed to define organizational goals and provide a clear path towards their achievement. For many institutions, strategic plans are largely aspirational, seeking to give guidance to stakeholders in order to channel their energies and to provide a degree of comfort for stakeholders for the road ahead.

The Plight of the Small Private Colleges

However, there is a class of private, non-profit colleges and universities where strategic plans have an existential dimension. There are close to a thousand small (3000 or fewer. students) colleges and universities that are at financial risk of failure. The elemental question these institutions face is: what must we do to stay alive institutionally? Strategic plans thus take on a special role for these institutions, both in their substance and in terms of their framing of the culture through which substance is manifested. Strategic plans here are central to the future of these schools.

The sources of pressures on these institutions are well known. More than eighty have closed in the past decade and another 30 have merged with other institutions.  The conditions for survival of the rest are not propitious.

Funding is at the root of this situation. The current tuition-based economic model for these schools is inadequate to meet their revenue needs. Yes, there a few wealthy institutions  with huge endowments:  there are 94 private institutions with endowments in excess of $1 billion. But these represent only 6% of such schools. The vast majority have small (or no) endowments and limited opportunities for other revenue sources beyond the tuition that comes with enrollments. There are more than 800 institutions with endowments averaging $30 million, which is almost insignificant in terms of how much supporting revenue can be garnered and directed toward the operational costs of the college. And, strikingly, there are at least 328 institutions with no endowment at all.

Furthermore, there are several other sources of pressure on such institutions. Their basic model is typically a residential undergraduate experience for 18-22 year old students, a demographic that is shrinking. Most of these institutions discount their tuition by 50% or more, meaning their situations are even more dire. Generating net tuition revenue means doubling enrollments. While critics sometimes counsel expanding programs to accommodate older, working students, many institutions are poorly set up to do so. Institutions  also lack significant distance education capacity. They have limited opportunities, experience and capital for expansion of programs. Their tenured faculty often lack experience with older students. And they are competing with a large number of similar institutions trying to do the same thing. And there is recent evidence such enrollments are declining. Finally, there is recent evidence such enrollments may also be declining.

The Purpose of a Strategic Plan

Fundamentally, most strategic plans are future-oriented and seek to show how to balance adequate resources with reasonable expenses. Since these schools are tuition dependent, most plans start with the goal of increasing enrollments and presenting ways to achieve this.  However, this is not merely a matter of growing numbers of students or increasing tuition dollars. Institutions of higher education are seamless webs where activities in one area are connected directly to several other areas. There are crucial additional elements that are not as clear-cut as enrollments or total revenue. Money  is necessary, but not sufficient.

The Role of Institutional Mission

The institution’s mission is key. Clear explication of mission presents a college’s basic purpose: why it exists and what it offers to both the individual student and to society at large. Externally, the mission is a crucial message to its internal community, potential students and families, possible donors and external communities about its purpose. Internally, the mission is a foundational expression of why students, faculty, staff and alumni should care about and support the college.

A strong and clear mission statement can help to focus attention and to attract individuals who might wish to study, teach or work there. It can be a powerful differentiator in a crowded marketplace. It can engender pride, loyalty and commitment, sometimes being credited as a reason one wishes to be part of a college, regardless of challenges, high tuition or low salaries. A strong mission statement can help tie an institution together.

A distinct and unambiguous mission statement is central to any strategic plans for the institution. Strategic plans or strategic initiatives must build on mission to express a realistic and direct blueprint to manifest that mission and promote institutional sustainability.

Unfortunately, many mission statements and strategic plans fail in this regard. Maria Toyoda, president of the WASC Senior College and University Commission, a leading  accreditation body, recently addressed the mission component underlying strategic plans, arguing that many college mission statements try to say everything and end up being meaningless. Meaningless missions lead to meaningless strategic plans. Every institution should be examining and perhaps reimagining its mission, preferably with a team of faculty, students, alumni, administrators and board members. This is a good way to get strategic planning rolling and in front of all, if there is time to do so.

Talia Argondezzi, writing in McSweeney’s Internet Tendency, goes further. In a recent piece entitledIntroducing Our Lord and Savior, the College’s New Strategic Initiative, she

satirizes the very concept of strategic plans and initiatives by praising such efforts in quasi-religious terms as promising all things to all people. Good satires are based in fact and Argondezzi is grounded in hers as the director of the writing and speaking program at Ursinus College. (Ursinus has an endowment of approximately $164 million, which places it above the 800 or so institutions most relevant for this essay, but still an institution facing the same risks.)

Strategic Plans are Often Unrealistic

The reality is that many mission statements and strategic plans are in fact often little more than aspirational window dressing. Institutions need a clear sense of where they are, where they are heading and how they intend to get there. Not only do they need to do this for external bodies such as accreditors and for a hope of attracting necessary enrollments and resources, but they also need to so it for all of the internal and external stakeholders.

Time is also relevant. Many strategic plans are constructed as five-year initiatives. This is too short a time frame for the future. Plans should either be shorter in term or, even annually reviewed and updated. Time is no one’s friend.

Unlike for-profit enterprises, the primary goal of private colleges is not simply to make money. A clear mission statement underscores this. And at the same time, it is important to remember that a college, like most organizations, is a collection of individuals working together for a common purpose. In other words, the human elements are central.

Indeed, the matter of culture permeates every college. Personnel decisions – especially presidential searches and other top appointments – often turn not on qualifications or experience, but on subjective judgments on how the individual will fit in. In other words, how will the new leader fit into the existing culture? Search committees always ask this question.

Culture has a significant role in appointments. For example, boards and search committees are asked by executive search firms to define the type of individual being sought for a position and do so in largely subjective terms. Search firms then often fall into a trap of only proposing candidates they interpret as fitting a narrow profile defined by the institution.

Thus, the institutional culture has a defining effect on what a new president or other senior leader should be. Hollis Robbins has described how college leaders generally are part of a nomenklatura, where being seen as appropriate for a leading role typically requires having demonstrated capacity in lower-level roles. The notion of who might be a good leader is often straitened by such expectations, excluding candidates who do not match a preconceived profile and who “might not fit.” This sort of isomorphic behavior has a direct impact not only on who is appointed to various posts, but also on the entire strategic planning process. Getting the right people with a shared culture can enhance the process. Getting this wrong will upset the process and likely lead to suboptimal, undesirable outcomes

What makes a good strategic plan?

Effective institutions employ mission statements and the development of strategic plans as elements of building a common institutional culture, a shared purpose. Mission statements are regularly reviewed with the institution and sometimes modified. Strategic plans often are developed through lengthy and inclusive processes. The concerns of the various constituents or stakeholders are recognized and addressed in some fashion. Accreditors encourage such processes. Good leaders understand and encourage such engagement. Getting people involved is a common means of engendering support for a plan, especially when a plan involves changes.

Of course, this approach may mean a set of compromises where everyone gets something. (Setting the ground for wild satires like Argondazzi’s.) Well-managed plans are more focused and take less of a something for everyone approach. Inputs are taken from all points, but decisions are made about priorities. Realities are made clear, and choices are defined. 

The most important elements of an effective plan are the presentation of how the institution will fulfill its mission. Specific, practical goals and timelines are put forth. Crucially, an effective strategic plan is not only clear and pragmatic, but it is central to the institution’s credibility and the credibility of its leaders. Confidence and trust in leaders are invaluable commodities, and both are built on credibility.

Institutional Culture in Alternative Structures

Not only does institutional culture impact the formation and implementation of a strategic plan. Culture plays a central role in a college’s strategy that looks beyond a plan for success as an independent institution. For another reality today is that many institutions must consider possible partnerships, mergers, or other arrangements if their path to healthy independence is not viable. Just as the news is full of college closures, it is also replete with examples of institutions coming together.

As with single institution strategic plans, money is usually the key element in any discussion of partners. Institutions with sustainable independent budgets usually don’t think much about partnerships. The default position of most private higher education institutions does not involve collaboration.

Forward thinking colleges sometimes address the question: What do we do if our plans fall short? Such an approach will often lead to at least the exploration of possible partnerships or mergers. A school may have programs that could grow, but lack the resources and time it takes to accomplish this. Is there a way a potential partner might be a source for such investments? Real estate sometimes plays a central role as an asset that is not accessible for budget purposes. Is there a way to monetize this asset in collaboration? Can the school be stronger and more sustainable within a partnership structure?

Therefore, a proper plan must not only put forth paths to independent sustainability and success, but it should also at least explore alternatives. This is tricky. While everyone knows colleges are under stress and that many are merging or closing, no one wants their own institution to close. And alternatives like mergers or partnerships are often viewed with trepidation, even if seen as necessary. It may be difficult or even impossible to broach the likely outcomes should plans not bear fruit, especially in plans that are made public. There is always the danger of creating a self-fulfilling partnership. Institutional leaders must be keenly aware of possibilities and sensitive to communication implications.

The Keys to a Successful Partnership

Much has been written about partnerships and mergers as being essential to provide institutional scale and to promote continuing existence. The specifics of any such arrangement are unique to the institutions involved. However, there are three principal elements of any successful deal. First and foremost, the finances must work. The proposed financial arrangements must be realistic and workable for the schools involved. Otherwise, there can be no deal. Both sides need to do their own analysis and reach roughly the same conclusions.

However, a second key is cultural alignment or fit. The cultures of two separate institutions must be melded if the combined entity is to be a success. Cultural fit is essential for two human organizations attempting to become partners. If the cultures cannot come together, it will be nearly impossible to fulfill the third basic requirement: implementation of an agreement.

A merger or partnership is much more than the signing of a formal agreement. That is just the beginning. There are accreditor and regulatory hurdles to be faced. The specifics of program changes, new initiatives, shared services agreements and much more must be addressed. Accomplishing this means people in both institutions must find ways to work together for common purpose. This may be difficult. A collaboration may mean some jobs will be abolished or changed. Or, there are many examples of agreements that have faltered because it became clear that working together might be too stressful or difficult.

The reality is that agreements of this type are complex and take time. Further, it is not the presidents or senior leaders that have to make this work, but faculty and staff at all levels and often alumni must be able to come together. Individuals in a new structure have to develop credibility and trust among each other. People must come together.

Dollars and culture are essential

Colleges facing today’s daunting challenges must be coldly realistic in assessing their situations and exploring options for addressing those challenges, especially financial challenges. It has been said that “no mission, no margin,” meaning that if an institution is unclear about its purpose, it is difficult to attract sufficient resources to implement it. And if the resources cannot be found, the institution must fail and its mission will be unrealized.

Thus, the saying “no margin, no mission” is also true. Private institutions that cannot generate enough money to balance a budget and have at least a little surplus cannot survive for long in their current forms. Boards and leaders must face such realities squarely. And their strategic plan is the crucial place to do so. Failure in this risks adding their institutions to the lengthening list of closures.

Should some form of partnership be an outcome, the same dual requirements of finances and  cultures will form the core of a new plan for the new structure.  In this case, the partnership is the beginning of new chapters, not an end in itself.

Finances and human, cultural matters are inextricably linked in both single institutions and those entering a partnership arrangement. Money and people must go together make for success.

References:

Maria Toyoda, Many college mission statements say everything – and nothing at all.  Chronicle of Higher Education, April 22, 2026

Talia Argondezzi, Introducing Our Lord and Savior, the College’s New Strategic Initiative, McSweeney’s Internet Tendency, February 6, 2026

Hollis Robbins, The Higher Ed Nomenklatura, Inside Higher Ed, May 12, 2025

Dr. Chet Haskell serves as Co-Head for the College Partnerships and Alliances for the Edu Alliance Group. Chet is a higher education leader with extensive experience in academic administration, institutional strategy, and governance. He recently completed six and a half years as Vice Chancellor for Academic Affairs and University Provost at Antioch University, where he played a central role in creating the Coalition for the Common Good with Otterbein University. Earlier in his career, he spent 13 years at Harvard University in senior academic positions, including Executive Director of the Center for International Affairs and Associate Dean of the Kennedy School of Government. He later served as Dean of the College at Simmons College and as President of both the Monterey Institute of International Studies and Cogswell Polytechnical College, successfully guiding both institutions through mergers.

An experienced consultant, Dr. Haskell has advised universities and ministries of education in the United States, Latin America, Europe, and the Middle East on issues of finance, strategy, and accreditation. His teaching and research have focused on leadership and nonprofit governance, with a particular emphasis on helping smaller institutions adapt to financial and structural challenges. He earned DPA and MPA degrees from the University of Southern California, an MA from the University of Virginia, and an AB cum laude from Harvard University.