"Serious Allegations Raised in Senator Deeds’ Latest Letter"

Dear Wahoos4UVA community,

Last night, there was breaking news that bears directly on UVA’s future: according to Reuters, the White House has sent a sweeping 10-point memo to U.S. universities, tying preferential access to federal funding to conditions on: foreign student enrollment limits; changes to hiring, admissions, and grading; modifications to governance structures; elimination of certain institutional units based on ideology; and other mandates. Reuters reported that “the memo said foreign students should be supportive of ‘American and Western values’ and urged colleges ‘to screen out students who demonstrate hostility to the United States, its allies, or its values.’ It also says universities should share all known information about foreign students, including discipline records, upon request with the Department of Homeland Security and the State Department.” The WSJ noted that “If universities sign and then violate the terms of the compact, they could be forced to return any money given to them by the federal government that year as well as any private contributions.”

Nine universities, including UVA, were reportedly invited to sign the proposed “compact.” The Wall Street Journal reported that “the White House chose the schools because it believed they are, or could be, ‘good actors’…..' They have a president who is a reformer or a board that has really indicated they are committed to a higher quality education.’”

If the Reuters and Wall Street Journal reports are true, Interim President Paul Mahoney and Rector Rachel Sheridan may be on the precipice of pledging UVA’s fealty to the Trump administration. After reading what we’ve shared with you below, ask yourself this: do you trust the Board of Visitors — or the Interim President they appointed — to make the right decision?  

We don’t.

We’ll devote next week’s full message to unpacking the implications for UVA, higher education, and governance broadly.

Now, on to this week’s message….

The Cavalier Daily reported yesterday that State Senator Creigh Deeds delivered a forceful letter to Rector Rachel Sheridan earlier this week that raises serious new allegations about how the Board of Visitors handled the negotiations surrounding President Ryan’s resignation and their interactions with the U.S. Department of Justice (DOJ). If even a portion of what Senator Deeds asserts is true, the implications for UVA’s governance, finances, and reputation are profound.

In his letter to Sheridan, Deeds writes:

“It is my understanding that neither McGuireWoods nor you notified the full Board of Visitors of any alleged request or demand by the DOJ for President Ryan's resignation. (Attorney Harmeet Dhillon has publicly asserted that the DOJ made no such request or demand.) If the DOJ did call for President Ryan’s resignation, this failure to convey that information to the full Board is deeply concerning. If, on the other hand, the DOJ did not call for his resignation, the decision to propose to DOJ officials that President Ryan would resign is equally troubling.

It is my further understanding that, during negotiations in a meeting that McGuireWoods and you held with DOJ officials shortly before President Ryan announced his resignation, the following occurred:

To resolve seven DOJ investigations, McGuireWoods and you proposed that UVA would provide responses to the DOJ inquiries and that President Ryan was willing to resign but wanted to continue to serve through the 2025-2026 academic year. This would provide stability in leadership while the Board began a search for a new President, would allow the University the deserved opportunity to celebrate President Ryan’s tenure as President, would allow the conclusion of the capital campaign, and would allow for President Ryan to complete the final tenets of his strategic plan.

UVA and McGuireWoods were informed by the DOJ that President Ryan must resign immediately and leave office as soon as possible. In exchange, UVA would receive “blanket immunity.” This would include all current and possible future DOJ investigations being suspended or terminated, DOJ would ensure that no other federal agencies would launch investigations against UVA, UVA would be allowed to write the agreement codifying these terms which would be signed by the DOJ and UVA, all federal funding across all areas of the University would remain protected by DOJ from being rescinded as has been done at other universities, neither the DOJ nor the federal government would demand monetary payments to escape additional federal funding cuts as has occurred at many other Universities, and the Board and UVA would be allowed to manage the University and make decisions regarding future senior leadership without any interference from DOJ or the federal government.

My understanding is that, under this verbal agreement reached, all seven DOJ investigations were to be suspended upon President Ryan’s submission of his resignation. Three months later, Interim President Mahoney announced that two investigations have been closed. If the terms McGuireWoods and you reportedly agreed on with the DOJ required permanent suspension of all seven investigations upon submission of President Ryan’s resignation, why does it seem that only two have been closed? What is the status of the other five?”

State Senator Letter to Rector

What These Allegations Suggest, If True

The allegations in Senator Deeds’ letter implicate breaches of fiduciary duties that Virginia law and higher-education governance best practice recognize as binding on governing boards. The Association of Governing Boards of Universities and Colleges (AGB) articulates these duties clearly, and Virginia statutes provide further authority. Taken together, they define what it means to serve as a responsible trustee of a public university.

Duty of Care

AGB grounding: “The duty of care requires board members to execute their responsibilities in good faith and with the diligence and skill that an ordinarily prudent person would exercise in similar circumstances.”

What this suggests:

• If the Board accepted President Ryan’s resignation on the basis of a verbal DOJ promise (as opposed to a written executed agreement), as Deeds’ letter alleges, governance experts would likely characterize that as a failure of duty of care.
• If DOJ officials demanded President Ryan’s resignation and Sheridan withheld that information from the full Board, governance experts wouldlikely consider that to be a failure of disclosure of a material fact affecting governance and a failure to act in good faith. Withholding this information from the Board as a whole would deny members the chance to make an informed decision, thus violating the duty of care.
• If DOJ officials never demanded President Ryan’s resignation, but Sheridan and McGuireWoods offered it anyway, it would mean a Board member and outside counsel took unilateral action without the authorization of the Board as a whole, thus denying Board members the chance to make an informed decision and violating the duty of care.
• If Sheridan was involved in the negotiation of President Ryan’s resignation (along with McGuire Woods), then, unless authority was delegated to her by the Board to engage in such negotiations, she was acting outside of her authority, and thus not executing her responsibilities as would a prudent person.

Duty of Loyalty

AGB grounding: “...the duty of loyalty requires board members to act in the best interests of the institution, system, or foundation, rather than in their own interests or those of another person or organization.” “Decisions should be made free from undue influence, whether from political, corporate, or personal interests.”

What this suggests:

• If a Board member or members offered up the President’s resignation to mitigate their own exposure or curry favor with the Governor, rather than to protect UVA’s interests, it may constitute a failure of their duty of loyalty.
• Sacrificing a President without first securing a signed agreement with the DOJ stipulating what the University would receive in exchange for that sacrifice was not in the best interest of the institution, and would most certainly constitute a failure of their duty of loyalty.

Duty of Obedience

Statutory / legal grounding (Virginia): Va. Code § 23.1-2200(A) mandates that boards of visitors “shall at all times be under the control of the General Assembly.”

AGB grounding: “The duty of obedience requires that governing boards ensure that the institution, system, or foundation operates in furtherance of its stated purposes and follows the laws applicable to the entity.”

What this suggests:

• Failing to answer oversight questions from Senator Deeds may contravene the Board’s statutory subordination to the General Assembly, and thus is a breach of the duty of obedience.

The University’s (Non) Response

According to the Cavalier Daily article, the University has responded publicly to Deeds’ letter, expressing a commitment to transparency and stating it “will provide information when it is possible,” while invoking confidentiality and the need to protect long-term interests. But for many of us, those carefully hedged words leave too much unsaid, feel like they were not made in good faith, and cause considerable reason for concern.

The University’s willingness to respond at all is a step forward, but the substance of the response raises more questions than it answers:

• “When possible” is vague. Without a clearer timeline or standard for what “possible” means, the promise to “provide information” offers little assurance to the community that meaningful disclosure is imminent.
• Confidentiality is open to interpretation. UVA’s invocation of long-term interests and confidentiality is hardly surprising in negotiations involving the federal government. However, it should not be used as a blanket shield for avoiding accountability. If, in fact, the University received “blanket immunity” from further investigation and financial penalty in exchange for President Ryan’s resignation, what is left to be held in confidence?
• Preemptive warnings suggest defensiveness. The University’s statement about “inaccurate and incomplete narratives” signals a concern about narrative control rather than an eagerness to illuminate.
• No new factual answers. The response does not clarify any of the critical specific facts Deeds is pressing for: the terms of any DOJ-UVA agreement, offers or demands made, or what the Board received in return, if anything.
• Insufficient to restore trust. For many in the UVA community, affirming that transparency is a goal while withholding material facts only deepens doubts about whether the Board has acted responsibly.

The Broader Harm

For more than two centuries, UVA has been recognized for its culture of open discourse grounded in honor and integrity. The implication of Deeds’ letter, if the account is accurate, is that the Board failed to contest unfounded DOJ allegations, thereby hastening the loss of a highly successful president and undermining the University’s reputation. The result is anxiety, even fear, among faculty, students, and alumni about the University’s stability and direction.

The Board’s subsequent actions—most notably its headlong rush to launch presidential and provost searches with inadequately composed committees, while refusing to provide transparency about the events that led here—have only deepened the trust deficit.

What This Means for the Searches

These fiduciary duties are enforceable standards, not optional ideals. If the Board of Visitors disregarded them in negotiating with the DOJ regarding President Ryan’s resignation and in its actions thereafter, the Board has forfeited the credibility to run UVA’s most consequential searches.

Proceeding with the President and Provost searches now risks:

• Legal challenges to the process and outcomes.
• Reputational harm that deters top candidates.
• Further erosion of trust among faculty, students, alumni, staff, and donors.
• Legislative intervention, given the Board’s statutory subordination to the General Assembly.

The only responsible course is to halt both searches immediately until these allegations are resolved through full disclosure, independent investigation, and restoration of governance integrity.

The questions and concerns raised by Senator Deeds cannot be dismissed or ignored. They strike at the heart of fiduciary responsibility and institutional integrity, and they call into question the Board’s ability to exercise sound judgment on behalf of the University. Until these issues are clarified through full disclosure, proceeding with the searches for UVA next president and provost risks compounding the damage. UVA’s credibility, both within the Commonwealth and across higher education, depends on governance that is transparent, accountable, and faithful to the law.

If true, the allegations in Senator Deeds’ letter have profound consequences for the legitimacy of the BOV and the reputation of the University. If individual members of the Board of Visitors have information that would shed light on the sequence of events that transpired leading up to and immediately following President Ryan’s resignation, one would hope they would feel a sense of obligation to come forward and share what they know with Senator Deeds. At UVA, students commit themselves to the concept of Honor. The Board should hold itself to that same standard.

What You Can Do This Week

One bright spot in recent months has been the outstanding work of student journalists at The Cavalier Daily. Their coverage of these events has been consistently rigorous, fair, and courageous. They have asked the hard questions when others would not, and they have produced reporting of the highest caliber at a time when transparency and accountability are desperately needed at UVA.

If you value their work, we encourage you to consider supporting The Cavalier Daily directly. Donations help sustain their independent journalism and ensure that students continue to shine a light on the issues that matter most to the UVA community.

Support The Cavalier Daily

With resolve,

Ann Brown (College ’74, Law ’77) and Chris Ford (Engineering ’87)

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