The top in-house lawyer at the $12 billion Hershey Trust Company, the chocolate company’s controlling shareholder, was placed on administrative leave starting this week amid infighting and turnover on the board and state investigations into misuse of funds by board members.
Chief compliance officer Marc Woolley had been in the news after his internal memo describing infighting among board members was reported on by the Philadelphia Inquirer. It reported on Woolley’s removal earlier today.
Woolley’s memo described how the trust had hired outside law firms including Weil Gotshal & Manges and Zuckerman Spaeder at a cost of more than $3.6 million to investigate various alleged improprieties such as board member conflict of interests and insider trading accusations.
No charges were filed on the insider trading accusations, although Zuckerman Spaeder and WilmerHale both investigated.
One board member, Robert Cavanaugh, an alumni of the Milton Hershey School, faced a conflict of interest inquiry into his son’s internship at an investment fund retained by the trust, according to the Inquirer.
There was other troubles too. Per the Inquirer :
On Sept. 23, four board members wrote a letter to then-vice chairman Richard Zilmer, saying that rancor had “paralyzed us as a board.”
Zilmer later resigned his board position, as did one of the letter’s signers, Drexel University president John Fry.
Woolley’s attorney David Smith, chairman of the Philadelphia firm Schnader Harrison Segal & Lewis, said Woolley would not comment.
“The only comment that Marc has been making is that he remains deeply committed to the mission of the Hershey Trust and he is saddened by his placement on administrative leave,” said Smith.
He said he could not comment on the terms of Woolley’s administrative leave including how long it will last.
Kent Jarrell, a spokesman for the trust, released a statement that Woolley is on administrative leave while a determination is made about his continued employment.
The Hershey Trust was founded in 1905 and owns Hershey Park and the Milton Hershey School, a private boarding school for at risk children.
Unrelated to Woolley’s departure, John Estey, who held a position akin to executive director of the trust—his exact title was office of the chair — was indicted for wire fraud in April in connection with his past activities as a lobbyist.
In 2013, the state attorney general reached a settlement with the Hershey Trust that called for new oversight on compensation and expenses, new rules on conflict of interest and other governance measures after a two-year investigation. The Inquirer reported that the state attorney general is seeking the ouster of three board members amid continued excessive compensation.
Jeff Johnson, a spokesman for the attorney general’s office, declined to comment.
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