UNIVERSITY OF PITTSBURGH POLICY \ 01-05-01
CATEGORY: ADMINISTRATION
SECTION: General Counsel
SUBJECT: Legal Services
EFFECTIVE DATE: April 27, 1990
PAGE(S): 2
I. SCOPE
This policy establishes the responsibilities of General
Counsel for providing legal services to other units of the
University, and identifies those matters that require legal
review by General Counsel. It extends to all University
matters for which any employee of the University or its
subsidiaries or affiliates might want or need to consult an
attorney.
Compliance with this policy will enable the University to
minimize the risk of litigation; reduce uncertainty and
disruption in its affairs; and take advantage of its legal
rights, protections, and opportunities.
General Counsel, for purposes of this policy, includes
attorneys on General Counsel's staff and, for matters
specific to the Medical and Health Care Division (MHCD), the
Vice President - Legal and Corporate Affairs of the MHCD and
his or her staff.
II. POLICY
General
The major responsibility of General Counsel is to ensure that
the legal rights and opportunities of the University and its
employees are protected, and that their legal obligations are
met. Any employee who suspects that an attorney's advice
might be helpful or necessary on a particular matter should
promptly submit that matter for review to General Counsel.
The matter should be submitted to General Counsel in writing,
with full background explanation and documentation, as far as
possible in advance of the time for final action. It should
first have been reviewed by the chief administrator
responsible for the activity.
General Counsel should be consulted in advance on the
following particular matters, among others:
- Contracts and agreements (see below)
- Incoming subpoenas and other legal papers (see below)
- Government investigations (see below)
- Proposed actions entailing a substantial risk of civil or
criminal liability
- Involuntary terminations of employees
- Student disciplinary matters where the possible sanction
may be suspension for one term or more severe
- Government investigations
- Press inquires regarding pending or potential litigation
- Transactions where an adverse party is represented by
counsel
- Any other situation in which legal or quasi-legal issues
may be involved
General Counsel will manage all litigation and other legal
proceedings on behalf of the University and its employees,
and will advise on all other legal matters. General Counsel
will not provide legal services to employees or students in
their personal capacities (but see Defense and
Indemnification of Employees below).
Contracts and Agreements
All proposed contracts and agreements (including offers of
employment, bid specifications, intern placement agreements,
leases, loans, letters of intent, and memoranda of
understanding) to which the University is to be a party
should be referred in writing to General Counsel for drafting
or review as far as possible in advance of negotiations with
the other party. Exceptions to this rule are standard
agreements that have already been approved by General Counsel
for routine use by other University units such as Purchasing
or the Office of Research.
Generally, agreements should be submitted to General Counsel
only after they have been approved in substance by the chief
administrator responsible for the subject matter of the
agreements. The administrator will have primary
responsibility of obtaining any required review by other
units of the University.
General Counsel will return the proposed agreement to the
initiating administrator with written comments and
recommendations.
Incoming Subpoenas and Other Legal Papers
All subpoenas, summonses, complaints, wage attachments, and
other legal papers served on employees in their business
capacity, whether or not the University is named as a party
to the proceedings, should be forwarded to General Counsel by
hand immediately upon receipt.
Government Investigations
If investigators from a government agency request an interview
with a University employee, or seek data, documents, or
access to files, they should be told that the University will
generally cooperate, but only after consultation with its
lawyers. Without any further response to the investigators,
the employee should immediately telephone General Counsel for
advice and instructions.
Defense and Indemnification of Employees
The University will defend and/or indemnify employees in
connection with actual or threatened legal proceedings that
arise out of the employees' actions within the scope of their
University duties and authority, subject to the limitations
contained in University policy and procedure 07-06-06,
Faculty and Staff Indemnification.
Outside Counsel
General Counsel will determine whether legal matters require
the assistance of outside counsel and, if so, will select
outside counsel and will supervise and approve outside
counsel's services and fees. Employees may not contact
outside counsel directly on University business without the
prior permission of General Counsel.
Confidentiality and Privilege
For both legal and ethical reasons, confidentiality is of
utmost importance in many matters referred to attorneys. In
order to preserve confidentiality and legal privilege for
oral and written communications between General Counsel (or
outside counsel) and other University employees, all matters
involving counsel should be treated confidentially, unless
they are obviously suitable for disclosure to the public.
Administrators in their correspondence with counsel should
state explicitly if they are "requesting legal advice,"
"anticipating litigation," or furnishing counsel
"confidential information," since these points are important
to creating and maintaining a legal privilege for the
communications. Employees should also keep legal files
segregated from open files. Legal files should be disclosed
only on the strictest need-to-know basis and only within the
University. In sensitive matters, employees should not
create unnecessary documents.