Hsieh, Caruso clash over Board meeting dispute

Board of Trustees Chairman Rick Caruso said trustee Ming Hsieh’s legal counsel is a conflict of interest. (Daily Trojan file photo)

USC trustee Ming Hsieh spoke out on his temporary removal from a Board of Trustees meeting in December, during which the Board voted to support Interim President Wanda Austin’s decision to terminate Marshall School of Business Dean James Ellis.

In a statement released to the USC community, Board of Trustees Chairman Rick Caruso said Hsieh was asked to temporarily exit the meeting due to conflict of interest.

“That conflict was created because Mr. Hsieh was concurrently represented on the same matter and by the same attorney as Dean Ellis,” Caruso wrote. “Immediately prior to that Board meeting, Mr. Hsieh directed that attorney to send a letter to the Board outlining his disagreement with [Interim] President Austin’s decision.”

In an interview with the Daily Trojan, Hsieh said Caruso was allegedly unresponsive to his communications in the months prior to the meeting. After multiple failed attempts to connect with Caruso, Hsieh hired attorney Louis Miller as his legal counsel.

According to Hsieh, he already knew that Miller also represents Ellis. Hsieh said he hired Miller because he was knowledgeable about Ellis’ termination.

“Rick Caruso only responded to me when I hired a lawyer,” Hsieh said. “I sent him emails. I called him and he never responded. I needed legal consulting to tell me as a trustee, what are [my] rights.”

O’Melveny & Myers attorneys Apalla Chopra and Steve Olson, who are representing the Board of Trustees, said the meeting invited discussion from trustees who stood on both sides of Austin’s decision to terminate Ellis. Hsieh’s attorney, they said, presented a legitimate conflict of interest.

Caruso said in an interview with the Daily Trojan that Hsieh was asked to exit the room for approximately one hour during the deliberation at the instruction of the Board’s counsel.

“We all have a fiduciary obligation to act in the best interest of the University,” Caruso said. “By [Hsieh] engaging counsel, the same counsel as Jim Ellis, and making certain demands on the University — that’s what created conflict.”

However, Hsieh maintains that there is no conflict of interest.

“[Caruso] can’t push the people around,” he said. “I told him there is no conflict of interest [because] my interests line up with [the University’s].”

Chopra and Olson said Board conversations regarding Ellis’ termination began early in October. Trustees had the opportunity to discuss the termination twice before the meeting in December.

“There’s not a set amount of time [to speak], but you have a lot of trustees,” Olson said. “And on this particular issue, many expressed opinions on both sides … Ming had already written through his attorney a long letter to the Board outlining his position.”

Hsieh disclosed Miller as his legal counsel in a letter sent to the Board prior to the meeting. Though he shares legal representation with Ellis, he was still allowed to speak at the meeting.

Hsieh claims that even though he asked to speak for 10 minutes, he was granted only one. Caruso, Chopra and Olson said he spoke for up to five minutes. The Daily Trojan could not confirm how long he spoke at the meeting.

“It is extremely humiliating,” Hsieh said. “I asked for 10 minutes.”

Trustee Edward Roski penned a letter to Caruso on Dec. 19 expressing his concerns over the nature of Hsieh’s removal from the meeting. In the letter, Roski wrote that Caruso “verbally abused” Hsieh.

“You took advantage of the fact that English is Ming’s second language to stifle his ability to make his case,” Roski wrote.

In his letter, Roski said he believes Caruso was “bullying” Hsieh because of his race and differing viewpoints.

“All of us have attorneys who represent us; are you going to silence the entire Board, or just the members who disagree with you or come from a different ethnicity or nationality?” Roski wrote.

In response to this allegation, Caruso said in the interview the Board comprises a diverse group of individuals with different ideas and that this diversity strengthens the Board.

“[I respect] every race [and] religion; I respect every trustee,” Caruso said. “I wouldn’t take advantage of anybody, period. I just have never lived my life that way.”

While Caruso explained he respects Hsieh’s sentiments, he asked him to step out of the meeting so that the discussion would be “privileged” and “confidential,” according to his statement.

“We understood his position,” Caruso said. “I respect his position … [and] he was asked to come back. …. Everybody in the room was given a fair opportunity [to speak].”

However, Hsieh penned his concerns over the tone and conduct of the meeting in a letter to Caruso on Jan. 11. Hsieh wrote that Ellis’ termination as Marshall dean is an example of the challenges USC has with establishing transparency and accountability. He further alleged that Caruso mishandled the Board meeting.

“You presided over an opaque process whereby Jim was removed without any legitimate basis and without informing him — or the Board of Trustees — of the underlying facts,” Hsieh wrote. “I believe you did all this to curry favor with and make yourself look good in the press — as a ‘champion’ of diversity.”

However, Caruso said the tone of the meeting was “very civil” and that all trustees were granted some time to speak on the matter.

“There was a full conversation,” Caruso said. “There was a presentation by the president, and every trustee had the opportunity to discuss, including Ming.”

The Board meeting was called approximately a week after Austin announced her decision in December to terminate Ellis from his position as dean after evaluating a record of Office of Equity and Diversity complaints dating back to 2009. In an email to Marshall faculty in December, Ellis said that the majority of these cases never crossed his desk.

Austin’s decision received backlash from the Marshall community. Many business students, faculty and donors remain supportive of Ellis, who has overseen a boost in the school’s rankings and an increase in diversity among students.

Ellis will officially step down from his position as dean on June 30.

Andrea Klick contributed to this report.