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TVARS Board Flip-Flops to Approve Conflict of Interest

Chris Christie, Partner, Bradley Arant Boult Cummings (“Bradley Arant”) is representing the TVARS Board in the current lawsuit over the 2009 pension benefit reductions (“pension lawsuit”).  TVA is another party to the pension lawsuit.  Kevin Newsom, another Partner with Bradley Arant, has been asked by TVA to provide legal services to TVA on a matter unrelated to TVARS.   Chris Christie asked the TVARS Board for a conflicts waiver as required by applicable legal ethics rules.

The conflict of interest arises from Bradley Arant being paid by TVA for services while some of TVA’s interests are counter to TVARS’ interests in the pension lawsuit.  Given the vast resources at TVA’s disposal, which could be used to influence those wishing to begin or expand their business relationships with TVA, I do not believe the TVARS Board should grant the conflicts waiver.  I am concerned with the possibility of such influence that a conflicts waiver would allow.  That the other matter is not related to TVARS, may start with small payments from TVA to Bradley Arant, and that conflict waivers may be routinely granted by clients with similar influential power, do not alleviate my concern.

On July 24, 2015, the TVARS Board voted 4 to 3 to disapprove granting the conflicts waiver.   Directors Child, Hoskins, and Wilson voted to approve the conflicts waiver, and Directors Hovious, Muzyn, Stokes, and Troyani voted to disapprove the conflicts waiver.

On July 30, 2015, the TVARS Board voted 5 to 1 to approve granting the conflicts waiver.  Directors Child, Hoskins, Stokes, Troyani, and Wilson voted to approve the conflicts waiver, and Director Hovious voted to disapprove the conflicts waiver.  I was not present at the meeting for the vote.  I did not receive the meeting notice until after it occurred.

I made it very clear that had I been present, I would have voted no again at the July 30, 2015 meeting.  I believe holding a meeting to vote again on something that had been decided a week earlier gives the appearance that the TVARS Board is not thorough and lacks confidence in its decision making.  I believe it gives the appearance that some members of the board may be susceptible to outside influences, even to the point of overturning previous decisions.  I believe it sets a dangerous precedent of allowing second-guessing of TVARS Board decisions by both TVARS Board members and those wishing to influence TVARS Board decisions.

The official minutes for both of these meetings should soon be available here, through the TVARS website.  Meeting transcripts are available only upon request from TVARS.