A 'difference maker': How the Grove Collective came to thrive in this era

OXFORD | William Liston sat in his home, one night in early November, and strummed a guitar.

He picked up the hobby about a decade ago when his wife bought him the instrument. Like most aspects of Liston’s life, his curiosity drove him to learn how to play, and he found tutorials on the internet, teaching himself before eventually taking lessons.

Playing the guitar helps him think. Fingers working at the strings, he reflected on the last two years of his life, a stretch with him as the initial driving force and founder of the Grove Collective – an organization vital to the recent and historic success of the Ole Miss football program, among other sports.

“He is a very curious and adventurous person in some respects,” Matt McDonald, an attorney for David Nutt & Associates, and a co-founder of the Grove Collective, said. “He is the guy I go to if I need someone to help me do a deep-dive into more obscure legal issues."

Liston’s perpetual curiosity is what sparked his path toward becoming a key figure in the NIL space nationally and a core component to the Grove Collective’s birth and ability to thrive.

Ole Miss football is coming off its second 10-win season in the last three years. The program had never had a 10-win regular season prior to Lane Kiffin’s arrival in Oxford in 2019.

The Rebels are arguably the top transfer portal destination in the country, restocking the roster with power-conference veterans while retaining key roster pieces. Through winning, culture and the Grove Collective, Ole Miss is not just using a niche but creating one unique to its brand.

The Rebels have won 28 games over a three-season span and is headed to its second New Year’s Six bowl in three years. Only Alabama and Georgia have done better in the SEC.

With one of the sharpest offensive minds in football as its head coach – a man whose hiring was designed to “make a splash,” by athletics director Keith Carter’s own admission at the time – Ole Miss is disrupting what is perceived as a rigid power structure that governs major college football, an ecosystem in which parity is a farce and the gap between the haves and have-nots is cavernous.

The Grove Collective is the mitochondria to bridge that gap. Its founding, and currently momentous existence, has ultimately become both a vehicle of unity among a fanbase, as well as a symbol of the Rebels’ rise into the top tiers of the sport.

A phone call in August 2021 changed Liston's life.

Ole Miss running back Jerrion Ealy wanted Liston to review a contract from a NewYork-based NIL firm.

“I didn’t know a thing about how any of that worked,” Liston said. “I remember telling Jerrion, ‘You’re a college athlete, you can’t get paid.’ He said, ‘Yes sir, I can, with NIL being legal now,’ and I remember thinking, ‘Well, damn, I have never heard of this before.’”

Despite NIL being a foreign term, Liston agreed to review the contract, and it was littered with fees and contingencies tied back to an athlete without any assets.

“I marked it up like a Christmas tree,” Liston said. “I sent it back to him and told Jerrion not to sign it unless all of these changes are agreed to. It was predatory.”

Ealy didn’t sign that deal, and with Liston’s guidance, instead inked one with a more player-friendly group based out of the Miami area. Liston perused, amended and ultimately approved the agreement.

Curious as to whether the initial bad-faith contract was the norm, he began to research the concept of NIL and what a standard agreement looked like.

“I was in search of a holy grail – a contract in a new market that is fair and protective of the student-athlete,” Liston said. “If you can avoid creating something from scratch, you want to pull from that. You want to change it as is appropriate for your case, but at least you know you aren’t filing something that a judge will look at and say is absurd.”

Liston learned the very same thing everyone who works in or follows college football learned in real time too: this was a lawless arena. There was no standard form agreement, legislation around the concept was vague and recruiting fundamentally changed without anyone knowing the rules.

He called the SEC, he called Ole Miss, and he called other schools in search of a standardized NIL agreement. No luck.

“No one understood what I was asking because they didn’t understand any of this either,” Liston said.

On June 30, 2021, the NCAA issued a memo stating that, effective July 1, 2021, student-athletes were now permitted to profit off their name, image and likeness.

The NCAA, an organization that generates $1.14 billion in annual revenue, suspended its policies preventing players from making money from NIL and its “interim solution” was to rely on state laws to police it while the NCAA begged congress to enact federal legislation as a more permanent solution.

Twelve of the 50 states had active initial laws the day NIL became legal. Mississippi was one of them.

“It’s like they decided to do away with speeding limits or legalized all drugs,” said Grove Collective board member Zach Scruggs, the CEO of 2nd Chance Mississippi. “It was a madhouse from day one because there was no plan, and no one knew where it would go. To William’s credit, there was no template for this, and he created one that is now used by everyone.”

With no NCAA, SEC or university rules to go off of, and a vague Mississippi Statute, Liston created a custom NIL agreement, borrowing from widely-used provisions in standard business agreements.

As Ole Miss soared to a 10-2 record and a Sugar Bowl berth in 2021, Liston spent most of that fall writing NIL agreements for Ealy and taking a self-taught crash-course on NIL.

Liston, an Ole Miss alumnus, is a partner at Liston & Deas in Ridgeland, Mississippi. His law office shares a building with another firm, David Nutt & Associates.

Nutt is also an Ole Miss alumnus and a longtime donor to the school. Nutt Auditorium on campus is named after him.

In October of 2021, Nutt asked Liston to sit in on a meeting with him, McDonald, Carter, and other members of the Ole Miss athletics department. The Ole Miss Athletics Foundation was gearing up to announce its “Champions. Now.” fundraising campaign later that month.

It was intended to be a fundraising engagement effort with one of its wealthiest donors but turned into a pivotal moment for the future of Ole Miss football and the athletics department. Nutt intuitively saw what was on the horizon in college sports.

“David told Keith that NIL is about to be the frontier of the future. If we don’t get ahead here, we could end up behind for many, many years,” McDonald said. “I wish it was something that can be readily explained.

“There are just some people that, for the lack of a better term, can see around corners. David is successful, in part, because he has that ability. David saw the drastic effect NIL was about to have before many others did.”

Nutt told the room he had Liston sit in on the meeting because “there is no one else in this state that knows more about NIL than William Liston.” He urged Carter and Ole Miss to embrace NIL and knew getting organized in that area would shape the next generation of college sports.

There needed to be some sort of entity or program to run it. The Grove Collective did not yet exist in name or practice, but it was formed in theory that day.

The process, of course, was not nearly as simple as a one-meeting turning point. The law remained vague, and the athletic department was naturally skittish about associating with anything related to NIL because it was a new, foreign and seemingly ungovernable concept – same as virtually every other athletic department in the country at the time.

With a half-decade long NCAA investigation recently behind them, the last thing Ole Miss needed was to become the NCAA’s test case on how much power it had or didn’t have in policing NIL.

This idea also seemingly worked against the department’s and foundation’s own interests. They entered the meeting that day seeking money for a newly launched capital campaign. Now, instead, the idea was to encourage donors to give to this vague collective concept that didn’t really even exist yet.

Was that something Ole Miss was even allowed to encourage? All of that aside, the advice given in that meeting turned out to be vitally important and laid the foundation of where Ole Miss currently sits as a football program – nationally relevant and adding blue chip talent with legitimate hopes of winning a championship.

Liston, Nutt and McDonald didn’t need the university’s approval to start a collective, but they knew the process of building it would be particularly difficult without the school’s blessing. Liston drafted a white paper on his plan to build the Grove Collective, circulating it to Carter and others, awaiting objections that never came.

Once it became clear that Ole Miss favored the concept, Liston and his team went to work.

Nutt’s declaration that Liston knew more about NIL than anyone in the state was accurate, but most of that self-learned knowledge centered around contracts.

Starting a collective was an entirely different project. It was a daunting task, but one thing he initially thought he had the luxury of was time. The plan was to build the Grove Collective over the next year and have it finished and operational by the end of the 2022 season.

In early December 2021, Liston answered a phone call while sitting in a deer stand on Nutt’s ranch in Texas. The message was simple: “We don’t have a year,” Liston recalled. “This has to happen now.”

Ole Miss was a few weeks from playing Baylor in the Sugar Bowl. Conversations about players returning were happening. Questions about the resources available to portal transfers were being raised. The need for a functioning NIL program was urgent.

“At that point, the business plan was turned on its head,” Liston said. “The end product now needed to come first and then we had to program-build and fill in everything else.”

Liston climbed out of the deer stand, got his laptop and began to write the framework of a new type of NIL agreement, one between a player and a collective. The build had been expedited.

He asked McDonald, who was also on the hunting trip, to be an officer for the Grove Collective on the plane ride home. The Grove Collective, LLC was established by the end of that year. They built a website and set up bank accounts and structured the accounting of how donations could be received and how signed athletes would access their funds.

Liston’s wife, Jeanne, was instrumental in establishing the branding and merchandise, including turning Liston’s idea of a tree in the Grove into the logo that’s now widely worn among the fan base. They worked with a marketing agency on the website’s design and came up with the concept of player pages, member logins and donation links.

When the website went live and merchandise was for sale, Liston said his office and home resembled an Amazon warehouse.

All of that comprised only part of the workload. The Grove Collective needed funding. Liston and McDonald credit Nutt and Ole Miss alumnus and attorney Crymes Pittman for being influential in funding the operation.

“I remember David called me that December and said ‘We need to meet and bring your checkbook,’” Pittman said. They made the first two donations in the Grove Collective’s history that day.

Liston spent his nights and weekends in “sales pitch mode,” urging alumni and fans to donate to the collective, and it was all done organically. To maintain legal separation between the collective and the university, Liston and his team weren’t able to obtain any alumni contact list from Ole Miss or any other source.

On December 8, 2021, Liston sent an email to a hand-gathered list of nearly 200 people announcing the establishment of the collective, its operations, plans and a plea for support.

Funding came in; it was a grassroots effort. Liston spent the next several months driving back-and-forth from Jackson to Oxford to sell the concept and sign players. The Grove Collective had approximately two dozen athletes signed by the spring of 2022.

The plan was taking shape and a legitimate NIL program was rounding into form.

One of the many understandable hesitations Carter and the athletics department had about associating with an NIL program was the vagueness of Mississippi’s state law.

“The law said something to the effect that schools and collectives can’t ‘aid one another’,” McDonald said. “That left room for various interpretations of what that meant. Understandably, I think Ole Miss was hesitant because it didn’t want to be the test case for the NCAA. They wanted to play it safe.”

McDonald graduated from Ole Miss in 2014 and worked in politics for a few years before returning for law school. His last role in the political arena was as a Policy Aide for Rick Perry’s 2016 presidential campaign. He is well-versed in the process of drafting and passing legislation.

Ole Miss blessing the formation of the Grove Collective versus actively promoting it are distinctly different things. Ole Miss didn’t think the state law allowed the latter.

In the minds of Liston and McDonald, the Grove Collective wouldn’t reach its potential without the latter being the case. They felt fundraising would eventually flatten out without the public support of Ole Miss. A loose association between the two would give them legitimacy and spike donations.

“We thought if the law is vague, how about we change the law?” McDonald said.

He worked extensively with Paul Hurst, a former Chief of Staff for Governor Haley Barbour, to figure out how to do that. They discovered that amendment of Mississippi’s NIL statute was already on the legislative agenda.

They obtained the language of a proposed bill and suggested revisions that tailored it to ensure that universities could legally acknowledge and promote collectives.

“We based the revisions on our design of Grove Collective,” McDonald said. “We wanted to make sure that, if any inquiry is ever made, we could demonstrate that Grove Collective is operating within the letter of the law. You’ll notice that the amended statute has all the necessary buzzwords in there, and eventually, that’s what was adopted.”

The amended bill passed and was signed into law on April 18, 2022, making Mississippi the only state at the time with a NIL statute that specifically authorized agreements between student-athletes and collectives and allowing the university to communicate with and assist the collective in myriad ways.

It was a monumental development for the future of the Grove Collective, and in turn, Ole Miss athletics. The Grove Collective had legitimacy and rapid growth followed.

Perhaps an equally consequential moment for the Grove Collective happened long before this amended law went into effect, and it was one within their own control.

A shrewd decision by Liston and his team to register the Grove Collective as a for-profit organization ultimately proved to be an incredibly intelligent one that preserved the Grove Collective's future. When collectives first began to form at major programs across college football, few people actually understood how they should be structured.

Many collectives became 501(c)(3) organizations, meaning they were non-profit entities and that donations they received were tax deductible. On the surface, it's understandable how this designation made decent sense. These collectives were asking for donations and weren't technically designed to turn a profit.

But the issue was what was being done with the money and the purpose of the donation. The justification of collectives having tax exempt status never passed the proverbial smell test for Liston and many others involved. On June 9 2023, the IRS published a memo stating that donations to nonprofit collectives are not tax exempt because those donations are "not incidental both qualitatively and quantitatively to any exempt purpose.”

This memo derailed dozens of non-profit collectives across the country. Imagine a collective having to tell every one of its donors that their contribution actually was not tax deductible, and that they'll need to file an amended tax return. You think those people were keen on continuing to give to these organizations? Of course not.

Collectives that were established, including ones at Clemson, Ohio State and Texas A&M, among others, essentially had to start over from scratch.

"The idea that this was a justifiable nonprofit just never made any sense to any of us," Scruggs said. "What is your charitable purpose? If you're a 501(c)(3) and you're facilitating NIL deals, I wouldn't want to explain that to the IRS. It had to be a for-profit thing that operated like a non-profit."

This development was further proof that Liston and his team had a well-thought out plan rooted in common sense. The Grove Collective's founding was executed in a manner that not only set it up for immediate success, but preserved its long-term growth.

As the Grove Collective grew, it needed more manpower.

In August of 2022, the Grove Collective formed a board and was in search of a leader. Walker Jones, an Ole Miss football alumnus and the former senior director of sports marketing for Under Armour, quickly surfaced as the primary candidate.

Scruggs recalls identifying Jones as a seamless fit. When he relayed this to another board member, that board member said he’d considered Jones as an ideal person for the role, too. It made too much sense. The Grove Collective had its full-time leader.

On September 30, 2022, a day before an undefeated Ole Miss team hosted, and ultimately beat, No. 7 Kentucky, the Grove Collective and Ole Miss held a press conference announcing the ‘relaunch’ of the collective with Jones as its point man and a full-time staff to assist with fundraising, social media and website maintenance, among other things.

Jones was admittedly cautious at first about the new position.

“I remember being asked if I would be interested in running the Grove Collective and my first thought was ‘What the hell does that even mean?’ but the more I looked into it and understood what had been established, I knew I could make a difference,” Jones said.

“We knew that if we do this right, this is going to be a major difference maker for us. We knew that it was something that could help us fight a resources battle. A lot of people were sitting around looking at it like ‘I don’t like this. It will go away, or it will change.’ Not everyone took this seriously, and I saw that as our opportunity.”

Jones likened it to his time at Under Armour, when the company was in its infancy and battling behemoths Adidas and Nike for market share.

It was Jones’ idea to have that event to announce the relaunch. Like Liston and McDonald when it came to state law, he wanted clarity among the fanbase. That press conference was also a consolidation effort.

There were other collectives operating, and the announcement that Ole Miss was behind the Grove Collective with the intent to dissolve all others was pivotal from both compliance and uniformity standpoints.

“A confused donor doesn’t give,” Jones said. “We needed to make one dollar spend like three, we needed to be efficient in how we operated, and we needed the University’s support. I knew that if we did that, our fundraising model would work.”

Jones spent the next couple of months traveling the state to raise money. Fundraising skyrocketed yet again, and the Grove Collective was operating like a prominent fund-raising arm for Ole Miss athletics.

Unlikely many schools, the collective, the athletics department and the Athletics Foundation, headed up by Denson Hollis, all move toward the same goal despite having different avenues. Winning has to happen for any of it to matter.

“I give Walker a tremendous amount of credit,” Liston said. “When he came on, he immediately worked in tireless fashion to travel all over to raise money, and man, he succeeded in that.” Liston praises Walker as a person of vision: “We are a leader in NIL because of Walker Jones.”

In November 2022, Auburn courted Lane Kiffin to become its next head football coach.

It turned into a saga that likely had some impact on the final two games games of the season, as Ole Miss went from 8-1 to 8-4 for the regular season.

As much of a circus as the ordeal became, it was ultimately a legitimizing force for the Grove Collective. ESPN reporter Chris Low inaccurately reported that Auburn had a “ten times” larger NIL fund than Ole Miss, and that it was going to be an overriding factor in Kiffin’s decision.

In the days following Low’s report, the Grove Collective received an abundance of donations and topped the $10 million mark in funds, putting it in the top tier nationally at the time, according to Jones.

Kiffin elected to stay at Ole Miss, the Rebels won 10 games in 2023 and are building a transfer portal class this offseason that has become a leading story in college football.

“If we had not done what we did and gotten the collective to where it was, Lane Kiffin would be at Auburn right now,” Jones said. “There is no doubt in my mind. We proved that not only are we competitive in this landscape, we are on the forefront of it. Why not Ole Miss? Why can we not lead from the front?”

Jones’ point is a poignant one. Ole Miss is indisputably a leader in the NIL space. He spoke at a panel in Indianapolis this past summer. When the event ended, Jones struggled to exit the room because of the number of questions and requests for advice he received from other schools. He testified in front of the United States Senate this fall.

Ole Miss is going all-in in its pursuit of a championship in 2024. The Rebels are dominating the transfer portal with an innovative head coach, who has pressured Ole Miss to proverbially ante up from the time he’s stepped on campus.The Rebels have responded.

Kiffin’s role in the football program being where it is today shouldn’t be understated. Carter hiring Kiffin, at the time he did when college sports were on the precipice of earth-shattering change, will rightfully be remembered as one of the most consequential decisions in modern Ole Miss sports history.

So was Carter’s decision to support NIL when he did, and so was Liston’s decision to pursue his interest in NIL and a collective.

Timing, in the rapidly changing environment that is college sports, is everything. Ole Miss was proactive instead of reactive, and it is paying massive dividends as the Rebels become a legitimate college football playoff contender in 2024.

When Liston began to play the guitar a decade ago, he decided when he mastered how to play the entirety of his favorite song, “Since I’ve Been Loving You” by Led Zepplin, he’d put the guitar away and stop playing.

“Working from seven to 11 really makes life a drag,” is the song’s opening lyric.

Knowing when to walk away from something requires a keen sense of self-awareness, discipline and foresight – all of which were core tenants to Liston’s professional success.

As the Grove Collective flourished, Liston struggled to balance time between his day job as a partnered attorney, his family and the passion project. This unpaid hobby, the Grove Collective, was consuming Liston’s life.

By his own admission, it was to the detriment of his law practice. He knew it was time to hand the reins over to someone who could work full-time to further it, like Jones. Liston stayed on as general counsel for 2022 before becoming an on-call consultant for the collective in September of 2023.

There’s a trend with the key people who got the Grove Collective off the ground and in its current flourishing state.

Everyone made personal and professional sacrifices in the name of Ole Miss succeeding in athletics. Had this collection of people not done what they did, at the time they did it, Ole Miss would’ve been left behind in this rapidly changing landscape.

“It was a team effort to get all of this done,” Pittman said, “but at the end of the day, there is no Grove Collective without William Liston.”

McDonald worked pro-bono to help get a state law changed that allowed this organization to thrive. He and Liston don’t even work for the same law firm, yet formed a team that permanently altered the dynamic of college sports in Mississippi.

“If there is one thing I would like to be portrayed and that people need to know, it is that William Liston went out of his way to build a player-focused organization that, at its core, protects the players above all else. I genuinely believe that makes the Grove Collective different than most out there.”

Liston’s insatiable curiosity might have been what drove the deep dive into this endeavor, but it was his passion for Ole Miss and his initial desire to protect student athletes that furthered it.

“I did this because I love Ole Miss, and believed that we could be successful in NIL with widespread support from alumni and fans,” Liston said. “I recognized something big was happening, and I felt like I was the person for the job and wanted to do this for Ole Miss.”