Tuesday, August 9, 2011

Vanderbilt Vice Chancellor Responds to WRVU Friends and Family

Posted By on Tue, Aug 9, 2011 at 2:07 PM

As you are undoubtedly aware, WRVU 91.1-FM went off the air on June 7, shortly after we all learned that Nashville Public Radio had agreed to buy the broadcast license for $3.35 million and planned to flip the station to a classical-music format with WFCL. (Which it did.) Later that month, I wrote about some of the legal quirks that could potentially prevent the deal between Vanderbilt Student Communications and WPLN from being consummated. (The broadcast license hasn't been officially transferred by the FCC yet.)

To boil down a legalese-y article to one critical sentence, allow me to quote myself: "What it may come down to, then, is whether the WRVU broadcast license constitutes 'substantially all' of VSC's assets."

Today, the folks at Save WRVU posted the letter they received from Vanderbilt vice chancellor and general counsel Dave Williams. As you undoubtedly know, Vandy has maintained a hands-off approach to the sale, saying it was VSC's decision, not theirs. (As it turns out, VU is technically VSC's sole "member," but that's another story.) Anyway, to boil down a legalese-y letter to its most important components, I've pulled three key sentences and translated them into plain English:

From page one:

After careful review of the corporate documents of Vanderbilt Student Communications, Inc. ("VSC") and a review of applicable legal principles, the University continues to believe strongly that the decision on the sale of WRVU's broadcast license lies within the exclusive purview of VSC's Board of Directors.

Translation: We looked into it, and it's not our problem.

From page two:

Your letter quotes Fletcher on Corporations to the effect that "the pertinent inquiry to be made [under the "substantially all" test] is whether the corporation can meaningfully continue the corporate enterprise in light of the sale." There appears to be no question that the affairs of the VSC can and will be continued in a manner almost undifferentiated from the way they were conducted before the sale.

Translation: We looked at the same case law you looked at, and thought about the things you asked us to think about. Also, it's still not our problem.

And lastly, also from page two:

Our conclusion, therefore, is that sale of the FCC license cannot be considered a sale of substantially all of VSC's assets.

Translation: We don't agree with your basic and most compelling argument for this being our problem. Therefore, it's not our problem.

Perhaps the final dagger in the hearts of WRVU fans still hanging onto a shred of hope. Read the complete letter at SaveWRVU.com.

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