Robertson Foundation lawsuit Q&a updated December 18, 2008

Here are responses to questions regarding the lawsuit filed against Princeton University by William Robertson and other members of the Robertson family in July 2002.

1. What is the Woodrow Wilson School?

2. What is the Robertson Foundation?

In 1961, Marie Robertson, wife of Charles Robertson, Princeton Class of 1926, bestowed a generous gift on Princeton in the form of $35 million of shares in The Great Atlantic and Pacific Tea Company to expand and support the graduate program at the Woodrow Wilson School of Public and International Affairs. The structure which Mrs. Robertson used for her gift would now be described as a “supporting organization” of Princeton University. [See: Question 18] This organization was established as a non-profit Delaware corporation, called the “Robertson Foundation,” the assets and income of which were dedicated “to and for the use of” Princeton University.

3. Who was the donor?

Marie Robertson was the donor. The A&P stock worth $35 million that was used to found the Robertson Foundation was held in her name. Mrs. Robertson died in 1972.

4. Who was Charles Robertson?

Charles Robertson, a 1926 graduate of Princeton University, was Marie Robertson’s husband. For the Robertson Foundation’s first 20 years, Mr. Robertson chaired its board. In 1977, he wrote that he “never had cause for regret” that his wife had provided support for the Woodrow Wilson School, which he described as “first rate” and “doing an outstanding job.” Mr. Robertson died in 1981.

5. How is the Robertson Foundation governed?

The Robertson Foundation is a Delaware non-stock, not-for-profit corporation governed by a seven-member Board of Trustees. In accordance with the Foundation’s governing documents, and to satisfy applicable tax law [See: Question 18], Princeton appoints four members to the Foundation’s board and the Robertson family appoints three members. This governance structure has been in place since the Foundation was incorporated in 1961. [Document: Excerpts from the Foundation Certificate of Incorporation and the Foundation Bylaws] From the founding of the Foundation in 1961 until his passing in 1981, Marie Robertson’s husband, Charles, chaired the board, and in that capacity he played an active and valued role in supporting the expansion and development of the Woodrow Wilson School’s graduate program. Since 1981 the board has been chaired by the President of the University.
The Foundation’s board meets no less than annually. The Foundation has a committee that oversees investment strategy, as well as a budget committee that reviews the Foundation’s spending.

6. Why did the donor and Princeton agree on this governance structure?

This structure was important to both the donor and to Princeton.
Mrs. Robertson's advisors wanted to make certain that her charitable gift received favorable tax treatment allowed under the law. To obtain a ruling from the Internal Revenue Service granting such treatment, Mrs. Robertson's representatives made written commitments to the federal government that Princeton, not the Robertson family, would control the Foundation—a requirement for the tax benefit that Mrs. Robertson received for the gift. [See: Question 19] [Document: Excerpt from the May 4, 1961 Myers Memorandum]
Princeton made clear that it could not accept the gift without legal certainty that the University would maintain control over the Foundation and receive continuous financial support. [Document: President Goheen's May 1, 1961 Letter] This certainty was essential before Princeton could undertake such major and long-term commitments as constructing new buildings and hiring tenured faculty. [See: Question 32.]

7. Who were the original Robertson-designated trustees?

The original Robertson-designated trustees were Marie Robertson’s husband, Charles, General Andrew J. Goodpaster, and Eugene W. Goodwillie.
For twenty years—from the founding of the Foundation in 1961 until his passing in 1981—Charles Robertson chaired the board.
General Andrew J. Goodpaster, a 1950 graduate of the Woodrow Wilson School’s graduate program, was a trustee of the Foundation for 41 years, from its inception in 1961 until he resigned on June 18, 2002, just one month before his fellow Robertson-designated trustees sued Princeton and the University-designated trustees to the Foundation. General Goodpaster spent more than four decades in public service, including as White House staff secretary to President Eisenhower, NATO Supreme Allied Commander, and commandant of West Point.
Eugene W. Goodwillie was a close friend and counselor to Charles and Marie Robertson. Mr. Goodwillie was a trustee and secretary of the Foundation from its inception in 1961 until his death in 1974. A practicing attorney, Mr. Goodwillie was an active participant in the creation and organization of the Foundation.

Download 180.02 Kb.

Share with your friends: