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C H R L E S T O NSCHOOL O L W

June 11 2014

To: Interested PartiesFrom: Ed Westbrook

Many have asked for my reaction to the recent developments at the Commission onHigher Education. There is understandably some puzzlement about those events.First, and foremost, let me say thank you to the hundreds o people - students, faculty,alumni, lawyers, community leaders, and citizens - who have taken time, oftensignificant time, from their daily lives to make their views on the proposed lnfilawtakeover known to the CHE. It has escaped no one's attention that those who favor thelnfilaw transaction are primarily those being paid directly or indirectly by lnfilaw, or hopeto be including those whom lnfilaw or the two Founders favoring lnfilaw have hired topromote their cause. The two Founders have what they describe as a high poweredpublic relations firm shaping their message, while lnfilaw has its own lobbyists and wellconnected lawyers.These lawyers and lobbyists are doing what they have been paid to do . They areadvocates, not interested parties. If someone opposing the lnfilaw transaction hadapproached them first, they would likely be arguing just as vociferously against thetransaction. Paid representation is an accepted attribute of our system of advocacy.But it is gratifying to see so many people from all walks o life arguing sincerely andwithout pay for what the community universally agrees is a better outcome for the CSOLthan a takeover by a venture capital-backed firm with the admissions policies, attritionrates, and other attributes of lnfilaw schools.After having witnessed this enormous community effort, as well as the skillful advocacyand lobbying of the lnfilaw interests, I like so many was looking forward to the CHEdecision on the lnfilaw application. The issue had been fully (many would say morethan fully) vetted and debated. The matter had been considered by the appropriateCHE subcommittee, been the topic of two public hearings and been the subject ofsubstantial supplemental submissions. lnfilaw's attorney had pronounced himself veryconfident of success just a few days before the vote. Then, on the eve o the vote,lnfilaw abruptly withdrew its application.Despite lnfilaw's attempted explanations for the withdrawal, the community hasconcluded what is obvious - lnfilaw knew it was going to lose the vote and have itsapplication for license rejected. Its argument that the Commission needed more timeto study the matter is curious, since no one on the Commission had asked for moretime. Its argument that this is an important matter does not explain why theCommission was competent to meet and vote on the other important matters before iton the same day.

PO Box 535 Charleston S 29402 Office: 843 329 000 wwwCharlestonlaw.edu

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It is ironic that the two Founders now lament the delay in the CHE decision as beingpotentially harmful to the school, when it was lnfilaw that engineered the delay bywithdrawing its application. lnfilaw appears to have put its own interest in securing afavorable outcome over the interest of the school in having the finality of a vote.Of concern is the perception by many that lnfilaw is playing for time, hoping thatCommissioners will be replaced or new ones appointed who may be more favorable tolnfilaw's position. This type of commission shopping should not be countenanced. Aslawyers, we know it is improper to file a case, get a judge assigned, then dismiss thecase to refile it later to get another judge. This judge shopping undermines confidencein the judicial system, just as commission shopping would undermine publicconfidence in the South Carolina regulatory system. I am sure the public will bewatching to see if lnfilaw does engage in such a practice.Equally of concern is the tactic adopted by the two Founders and lnfilaw shortly beforethe CHE's anticipated vote , to try to portray CSOL in a negative light and set lnfilaw upas the only savior. Before the two Founders entered into the lnfilaw transaction, theCharleston School of Law had never borrowed any money (except startup funds), hadnever lost any money, had consistently made a profit since startup, had never laid off anemployee, never cut salaries, and enjoyed the support of a harmonious faculty, staff,study body, alumni, and community.To be sure, decisions by the two Founders have cost the law school money. Borrowing6 million from lnfilaw, entering into a Management Services Agreement that payslnfilaw a significant sum, and losing 50 students due to the lnfilaw announcement (32transfers and 18 acceptance withdrawals), have not been financial positives for theschool. Fortunately, lnfilaw's strategy has also highlighted one of the school'ssignificant strengths. The two Founders, according to lnfilaw's presentation, havereceived multiple seven-figure sums in distributions from the l w school over the pastseveral years. If there are any shortfalls in operating funds for the coming year, thosetwo Founders should acknowledge their responsibility for having caused financial issuesand contribute the funds to support the school's operation. I am certainly willing toparticipate despite the fact that I voted against the three lnfilaw transactions (AssetPurchase Agreement, Management Services Agreement, and loan). I do so out of aduty to the law school to ensure that it continues to run smoothly and offer the excellenteducation our faculty and staff provide.The faculty and staff are the primary reasons that the school has been successful andwas able to make distributions to the Founders. The two Founders should acknowledgewith gratitude the dedication and work of the facu lty and staff and, under nocircumstances, should the Founders attempt to balance the CSOL budget on the backsof the faculty or staff. While the two Founders are aware that many faculty and staffdisagree with their lnfilaw position, those at the law school should not be put in fear oftheir jobs. The financial fallout from unfortunate decisions by a few at the top should notbe visited on innocent employees who have performed remarkably in difficult

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circumstances. Those who made the decisions must accept responsibility - includingfinancial responsibility- for them. They certainly should not try to make their claims offinancial difficulty a self-fulfilling prophecy by threatening layoffs. While that might feedthe lnfilaw argument, it would not reflect financial reality. We three Founders havereceived sufficient distributions to support the law school without layoffs or cuts for thecoming academic year. I call on my Fellow Founders to acknowledge theirresponsibility to be true investors and put whatever money is necessary back into theschool from the funds they have taken out of the school. They cannot in goodconscience sit on their wallets while taking money out o their employees pocketsthrough layoffs or cuts.Early in this process lnfilaw stated that it was an entity that listened to the community. Iflnfilaw is still listening, it should seriously consider whether its continued presence andattempted takeover of CSOL is in the community s best interest. If the CHE process,which culminated in lnfilaw s withdrawing its license application, has taught us anything,it is that the CSOL legal community is an informed, respected, and unified voice for adifferent future for CSOL. It is time for lnfilaw to practice some introspection anddetermine whether its interest is best seNed by continuing to press ahead.I am moving ahead to attempt to engage my Fellow Founders in discussions furtheringthe alternate path - a non-profit entity - that we were pursuing before lnfilaw camealong. I am confident that the CSOL community will embrace and encourage us as wedo so With the energy and support of so many who have already spoken up for abetter future for CSOL, I know we can provide itTo our students, I say please maintain your commitment to CSOL as we work toward itslong-term, secure future as a non-profit center of excellence in higher education. I amcommitted to support the school and trust that my Fellow Founders will, upon reflection,agree to show their support in a tangible way.