Representation of Colleges, Universities and Other Educational Institutions
Practice Leader: Barbara W. Mather
Pepper Hamilton LLP brings broad experience as counselor and litigator to the representation of educational institutions. Our lawyers also act as arbitrators or fact finders in university disputes, help colleges and universities deal with faculty and staff issues, and represent colleges and universities in significant commercial transactions. In addition, our lawyers serve as counsel to or board members of prominent universities and colleges.
In our professional relationships with educational institutions, we have acquired a keen sense of the issues that face colleges and universities in the conduct of their legal affairs.
Representative Engagements
A partial list of ongoing work and representative engagements for our college, university and other educational institution clients includes:
Business and Tax
- serve as general counsel to a nonprofit subsidiary of a private university that is focused on research and development of technology
- provide ongoing advice to a major university concerning the “unrelated business taxable income” ramifications of investments in various limited partnerships
- advised a private college on the structuring of major gifts and bequests to the college
- represented a private university in reviewing offering documents for various potential endowment investments
- advised a college concerning the federal income tax and local real estate consequences of creating a regional swimming facility to be used by the college and the general public.
Litigation and Pre-Litigation Counseling Within the last two years, we have handled litigation or threats of litigation for our college and university clients across a wide range of issues:
Injury Claims
- representation of Rider University in civil litigation and a criminal investigation involving an alcohol-related incident connected to on-campus fraternity hazing. No charges were filed and the litigation is on-going.
- representation of Swarthmore College in a claim relating to an injury suffered by a non-student participating in a theater project.
Student Claims
- defended Cedar Crest College against claims by nursing students challenging their dismissal from school on the basis of breach of contract or discrimination
- representation of a boarding school in a challenge by two students to their expulsion for disciplinary violations. A preliminary injunction was denied after hearing.
Faculty Claims
- representation of various colleges in challenges to denial of tenure
- representation of a college against claims of wrongful termination of its president. The case is in arbitration and will be tried in the next few months.
Other
- representation of Milton Hershey School in various challenges to its conduct by the state Attorney General and its alumni association. The Attorney General challenges were resolved by agreement and the dismissal of the subsequent challenge to the agreement by the alumni association was ultimately upheld by the Pennsylvania Supreme Court. (In Re: Milton Hershey School and Hershey Trust Company, 590 Pa. 35, 911 A.2d 1258 (Pa. 2006).
In addition, we have:
- represented a university in defense of an indemnity claim brought by a former chief financial officer who was sued for individual negligence while serving as a bank director
- represented a university in seeking to perfect title over materials placed on deposit with a university’s archives
- represented a university with regard to a large financial pledge made to the school that is being contested by the beneficiaries of the pledger’s estate
- represented a specialty medical center whose medical residents are enrolled in the medical school of a local university regarding potential fraud and abuse enforcement actions
- represented a small, private college in a student expulsion case involving threats of Title VI and breach of contract litigation.
Labor/Employment Counseling and Litigation
- design and defend affirmative action and RIF programs for organizations of all sizes
- counseled a private college regarding the continuation of professional staff positions and departments
- represented a major private university in internal adjudication of student’s sexual harassment allegations against a faculty member
- represented a leading university in its removal of a tenured faculty member in a case involving sensitive issues relating to federal grant monies, due process hearings and potential adverse publicity
- represented a college in a widely publicized sexual harassment case involving Title IX sex discrimination and breach of contract claims
- represented a regional private college in a union organizing campaign and in defense against unfair labor practice charges.
Employee Benefits
- provide general retirement plan counseling for several public and private schools, colleges and universities
- handle plan design and ongoing compliance issues for tax sheltered annuity 403(b) plans, including Department of Labor and IRS compliance requirements
- provide advice on rules that extended tax qualified 401(k) plans to educational institutions and other tax exempt organizations
- handle multi-employer pension plan design, withdrawals and workouts, including related litigation
- provide advice on and review of executive and deferred compensation issues unique to tax exempt organizations, including unfunded arrangements and uses of split-dollar and other life insurance policies
- provide tax advice on tuition and fellowship benefits, and fringe benefits provided to employees
- provide general health and welfare benefit plan counseling, including documentation and communications concerning COBRA coverage, changes in union-negotiated benefits and disputes over coverage
- provide design of and advice on managed care arrangements, employee-funded retiree health arrangements and self insured health plans
- provide counseling on compensation and benefit issues in university hospital and medical office affiliations
- successfully represented benefit plan trustees in plan administration and fiduciary litigation, including awards of attorneys’ fees.
Construction
- negotiate, draft and render advice concerning design and construction contracts for a number of colleges and universities
- represented a major state-supported college in construction litigation and related issues
- represented a private library foundation in negotiating and drafting project management, design and construction contracts for a major multi site renovation and upgrade of library facilities
- represented a private, Catholic university in construction litigation resulting from claims against a contractor for defective workmanship in university library construction.
Intellectual Property/Licensing
- represent universities in connection with their technology transfer programs, including license and sponsored research transactions, and related equity features
- prepare, file and prosecute domestic and foreign patents in the biotechnology, chemical and pharmaceutical arts
- prepare and negotiate contractual agreements, including sponsored research agreements, material transfer agreements, license and collaborative research agreements, corporate partnering arrangements and related opportunities
- handle dispute resolution, including inventorship and ownership disputes
- handle litigation, including enforcement of patent rights, and interference proceedings to determine priority of invention and foreign patent oppositions
- represented a private university in connection with several large computer system procurements.
Legislation
- represented a major state-related university (in conjunction with co-counsel) in its successful effort to obtain a certificate of need to build a pediatric hospital in combination with another hospital
- represented a major state-related university in drafting and spearheading the passage of legislation allowing the construction of a convocation center/arena to move forward.
Public Finance
- acted as bond counsel and participated in the structuring of the financing transaction for the simultaneous refunding of more than 50 state agency bond issues, secured by more than 850 school district leases
- provided structured bond financing for numerous colleges and universities.
