 Hello, everyone. The title of our prerecorded briefing is posed as a question. When libraries close or merge, what happens to perpetual rights to electronic resources? My name is Michael Rodriguez. I'm a senior strategist for content and scholarly communication initiatives at lyricists. I'll invite my colleague to introduce herself. Hello, this is Terry Oaks-Galloway. I'm the executive director at Scalch. Thank you, Terry. So to begin to answer the question posed in our session title, it's important to understand the scale of the problem. This color-coded map from Higher Ed Dive shows mergers and closures by state since 2016, with the darkest purple representing up to 10 closures in that state. As you can see, most of the closures and mergers are concentrated in the Northeast and Midwest, but they're happening as far afield as Oregon and Florida and Tennessee. This is a problem of national scale. At lyricists, a consortium of 1,100 member institutions throughout the U.S., we've seen about a dozen of our members or 1% of our members close or be acquired in lieu of closure since 2022. The main reason for this uptick is the so-called demographic cliff, a phenomenon in which the college age population is expected to peak in 2025 and then forth decline. That peak has already arrived in some regions, and it almost inevitably leads to declining student enrollment, especially for less selective colleges and small colleges already running lean that cannot make up lost tuition dollars by leveraging endowments or research funds. In addition, the COVID-19 pandemic severely impacted many institutions' finances and colleges are no longer receiving federal relief money to bridge those gaps. We're also seen waning public confidence in higher education. We're seeing governors and legislators cutting state funding. We're seeing colleges struggling with mounting costs and debts. And academic administrators embracing a business-first mindset in which a merger, even if not strictly necessary for viability, supposedly creates operational efficiencies that increase market competitiveness. So what are the implications here for electronic resources? So first and foremost, few industry standards, norms, or best practices exist to govern circumstances in which institutions can inherit rights in the event of a merger or acquisition. In fact, vendor license agreements may explicitly bar such transfer of rights between institutions. We've also seen situations in which successor institutions, the ones that have acquired other colleges, may be forced to pay list price or something close to list price to effectively repurchase e-resources that the acquired institution had previously purchased. And there's also the arguably unsettled legal question of whether e-resources could potentially count as tangible assets that could be donated or resold at the wishes of the licensees or their successors. To try to bring some clarity to these issues, lyricists have begun incorporating a new transfer clause into our consortial licenses with vendors, explicitly stating that first, perpetual rights do in fact transfer in the event of a merger or acquisition. And second, that in a merger, vendors can charge only a reasonable one-time fee and only if a lot more users will have access to the e-resource than previously contemplated under the initial agreement. This ensures, for example, that libraries need not pay twice for e-books, which are usually sold at a flat fee and not based on FTE. Publishers have generally been receptive to this approach. We've incorporated versions of the language into, I believe, two license agreements so far. But this is very much a starting point and much more industry attention needs to be focused on this issue so that norms can be developed industry-wide. I'll now pass the mic to my colleague, Terry Oaks-Galloway, who will dig deeper into this topic. Okay, I'm going to walk you through a discussion of early foundational inquiry with the Skelk and the iCult communities on their experience with and knowledge of the impacts of institutional closures. Just some background on Skelk. We are an electronic library consortium. It's the original acronym for Skelk. It's a 501C3 nonprofit based in Los Angeles. And we serve around 100 member libraries and several hundred additional affiliate libraries, roughly 85% are in California and 40% of our affiliates are in state. In terms of our direct experience with mergers and closures, we've had three recent instances as shown here. We expect some of this to continue in our own community, and it was shared publicly very recently that two of our members, Woodbury and University Redlands, are also planning a merger. Today, I'm reporting on the results of our preliminary landscape evaluation, the importance of which is that as Michael shared many data sources point to the likelihood of additional closures of private liberal arts colleges. These are a significant portion of the Skelk membership. In doing this work, we want to understand the current awareness and preparedness of libraries fitting the profile of the type of institution likely to be impacted. We also want to explore how vendors see the situation unfolding and what might be achievable between the three groups, libraries, consortia and vendor publishers. So what do we hope to achieve? Our goal is to avoid the loss of perpetual access assets within the library community. This struck me as we worked on management of a shared print retention commitment issue as an institution closed. We really were only servicing the physical library in this closure scenario, when in reality our Skelk member libraries participation had been through acquisitions and subscriptions of electronic content. What duties should we have to support our membership through the difficult and quite complicated process of a merger or closure. The survey I'm reporting on was administered in the fall of 2023. We looked first at the Skelk perspectives through member deans and directors and a secondary lens of the electronic resources coordinator or primary acquisitions contact. We were followed by a slight modification of the survey to distribute to US consortia directors. There were 154 response. The survey represents over half of the Skelk member libraries at degree granting institutions and close to 80% of consortia directors in the US. We looked at familiarity with the issue. We asked how would you describe your familiarity with the impact of the demographic or enrollment cliff on colleges and universities. There's greater familiarity at the level of consortia director or 67% were extremely or moderately familiar and library directors were 65% were extremely or moderately familiar. There's less familiarity at the ER management level where 33% were extremely or moderately familiar. This could represent an issue in that those directly managing access licensing of electronic resources have less exposure to discussions of higher education and institutional help impacting preparedness considerations. Next, we asked institutions how would they describe their probability of their institutions closure in the next 10 years. The vast majority are not seeing this as a likelihood at their organizations with electronic resources staff seeing this as 12% somewhat or very probable. And at the Dean and director level, 8% reporting that it was somewhat or very probable. For consortia we asked them to consider the probability of a closure at at least one of their institutional members or affiliates in the next 10 years. Consortia directors obviously representing a much larger geographic area, but, and many more libraries, but the perspectives of the directors is important. We see a difference in the likelihood within the Skelk libraries, which were more optimistic about their personal circumstances than us consortia directors overall. Also note that we looked at mergers separately with very similar opinions from all respondents about those prospects. We also asked questions about planning and the perception of there being a likelihood of closure in our libraries and the associated planning involved is probably something to akin to us as humans thinking about our own mortality. Perhaps if we think the end is near we may begin ramping up our plans. And as we saw the libraries in California are not seeing this as a high likelihood for them as individual libraries. So we did not expect to see a whole lot of planning going on in that group. Thus, both Skelk and consortia directors, 93% have no provisions or unsure if they do. As I've discussed with my consortial peers, the issue is new and none of them knew what the impacts of a closure or merger might be until confronted with one. In the case of Skelk, for example, we operate a shared print retention program and libraries have made discard decisions based on retention commitments of other libraries when one closed. The entirety of the program was impacted due to weeding decisions made based on retention commitments at the closing institution. And so there was a need to mobilize efforts around a physical collection. This became a more pressing matter than addressing electronic perpetual access. Given that few had any play plans in place, we asked about the priority in creating such a plan. Across all groups, 80% of respondents were neutral or did not find this type of planning to be a priority. And only 26% with no plan in place were actually dissatisfied about the lack of a plan. And in terms of whether making plans as a priority when asked, thinking of your organization, what level of priority is planning to handle transfer or reassignment of perpetual access rights for electronic materials in the event of a merger or closure. Only 11% saw this as a priority. Moving further on this topic, we asked the respondents to select their preferences for desired outcomes. If we did work towards having a game plan for closures, what would we want it to have it include options were presented in random order for each respondent options included our institution consortium is not concerned with transfer ability for current students to access materials until graduation via designated transfer institution ability to resell perpetual access rights for electronic materials to a comparable institution. Ability to transfer perpetual access rights for electronic materials to a consortium for central management and resource sharing where financial credit or rebate from vendor for return of perpetual access rights for electronic materials. Across scope libraries and consortial directors, the number one desired outcome was to ensure the ability for current students to access materials until graduation. In a merger situation, the preference was to have the ability to purchase and extend access to the larger merge community. Two open comments of no and for consideration. One participant told us that for what it's worth a financial credit or rebate in the event of a school closure would go to the creditors. Another stated that they desired the ability to transfer perpetual access rights to the community at no extra charge. And they questioned whether or not the non FTE based ebook models that Michael range mentioned earlier should allow them to expand those access options without an additional cost. As consortia staff, we're very interested in understanding what roles consortia might be expected or desired to play in facilitating reassignment of perpetual access rights. Using the work of the I call consortial awareness group a list of likely areas of support was constructed to cover areas of already known consortial valid it value relative to our work in licensing professional development and technology support. Shown here are the selected options of over agreement of over 50% of both library and consortial respondents. These areas represent what consortia are likely to be asked to perform as a closure or merger is unfolding. In the final standpoint this is quite accurate as a consortium whose fees and staffing models are based on acquisition of new material however this becomes a challenging role to fill. Unsurprisingly is most us consortia deliver some type of training or professional development program. Other top expected services included education for the community about reassignment of perpetual access rights. In closing the survey with an opportunity for additional comments consortia not involved in licensing shared feedback that they did not anticipate being tapped to support closures or mergers. But others indicated that they were increasingly aware and concerned about their possible need to get familiar with the situation. Hence like thanks for giving me something else to worry about in the middle of the night. It seems too overwhelming to think about but it might help to have a toolkit available to help a librarian in the middle of it. I'm worried that if mergers become widespread in our consortium it would require the allocation of consortium personnel to manage the process. Moving into publisher perspective several of the key questions for libraries libraries and consortia directors were delivered to a handful of larger publishers with a few willing a willing or able to comment. We asked how would you describe your familiarity with the impacts of the demographic or enrollment cliff on colleges and universities, and they were quite familiar. If you have provisions or procedures in place to handle transfer or reassignment. How have you previously handled these situations. Similar to what we're hearing from libraries publishers are also learning on the job. They cited note that there was no official roadmap and that every situation is different, but they recognize the challenge. We asked if they could comment on any potential license provisions for transfer or reassignment of perpetual access in the event of a closure merger, including ability to transfer materials and allow current students to access until graduation. We acknowledge that there's diminishing value in the number of students or faculty accessing these materials and eventually down to zero. They referenced previous plans to distribute username and passwords, but noted that it's only a partial solution and an IP based solution in conjunction with identity management for impacted students would be a better approach. The financial credit or rebate for a vendor from a vendor for return of perpetual access rights was also noted. And vendors responded that possibly, though the value of the materials may be difficult to assess or that current policy does not allow for resale or provision of access rights by any third parties. As we at Skelk work through each merger or closure a commitment to fair practices is help as a helpful starting point. Similar to Michael and bringing this issue to one of our vendors we agreed that we could not foretell the exact future and how we might need to solve for any given circumstance. But it was important to acknowledge the concept that these materials are assets with value that may be transferable. At Skelk we continue to refine a list or questions we ask as mergers or closures progress, but often our ability to act in advance is limited by tightly guarded information about what is happening if a university is hoping to recover or maintain their reputation. The university creditors and the creditors often dictate the timelines, not the libraries, and an ongoing downsizing of library staff can leave our institutions with few remaining individuals with institutional knowledge or skill sets necessary to be most effective. Continuing to consider these issues at the time of purchase may be more effective long term. Thank you so much Terry and thank you everyone for for taking the time to listen to this pre recorded briefing. If you have any questions or if you want to get in touch for any reason please contact either Terry or myself. Skelk.org or Michael dot Rodriguez at lyricist.org. Thank you.