Control of the Foundation

Did the donor intend to give Princeton control over the Robertson Foundation?

Yes. As an incorporator of the Foundation, Mrs. Robertson gave Princeton control over the Robertson Foundation in part to obtain the significant tax advantages that flowed from her donation. In seeking a ruling from the Internal Revenue Service, Mrs. Robertson's and Princeton's representatives emphasized that the gift to the Foundation should qualify for both income and gift tax deductions because Mrs. Robertson was relinquishing control to a public charity and the gift was ultimately “to or for the use of Princeton University” and the Foundation would be under Princeton’s control. [Documents: President Goheen's May 1, 1961 Letter (.pdf); Excerpt from the May 4, 1961 Myers Memorandum (.pdf)]

Since its inception, Princeton’s control of the Robertson Foundation was established through several provisions in the Certificate of Incorporation and bylaws. [Document: Excerpt from the Foundation Bylaws (.pdf)] The Certificate provides that if the Foundation should be dissolved, the “Board of Trustees shall distribute or transfer the property and funds of the corporation . . . to Princeton University.” Only if Princeton University loses its section 501(c)(3) tax exemption, thereby ceasing to be “an exempt organization,” can the Foundation’s assets be made available to another beneficiary. [See: Who was the donor?] [Document: Excerpt from the Foundation Certificate of Incorporation (.pdf)]

For an overview of a number of the key issues in this dispute, see Robertson v. Princeton -- Perspective and Context, prepared by Victoria B. Bjorklund. Ms. Bjorklund is a member of the law firm Simpson Thacher & Bartlett LLP, which, together with Lowenstein Sandler PC, serves as litigation counsel to Princeton University and the individual defendants in the Robertson litigation.

Did the donor retain any control over the Robertson Foundation?

No. Princeton's control enabled Mrs. Robertson to enjoy income tax and gift tax benefits, which the donor would not have enjoyed had she controlled the Foundation. Mrs. Robertson completely relinquished any right to the assets she donated to the Foundation. The governance structure for the Foundation provided that a majority of the positions on the board would be appointed by the University and a minority of the positions on the board (three out of seven) would be appointed by the Robertson family. This structure is consistent with the Foundation's status as a 509(a)(3) supporting organization.

Mrs. Robertson’s husband, Charles, served as a trustee and president of the Foundation from its creation in 1961 until his death in 1981. One of the current plaintiffs, her son William, joined the board in 1974 and another, Robert Halligan, joined in 1982.