Coverage and client GOCC corporations
- The rules cover all matters referred to the OGCC for advice or representation in its role as principal law office of government corporations whether incorporated under general law or created by charter (Rule 1, Section 2).
- The rules require liberal construction to enable the OGCC to perform its functions efficiently, effectively, equitably, justly, promptly, and inexpensively, aligned with national development and good governance (Rule 1, Section 3).
- The OGCC is the principal and statutory law office of government-owned or controlled corporations, their subsidiaries, corporate offsprings, and government acquired asset corporations, as well as government instrumentalities with corporate powers and government corporate entities (Rule 1, Section 4).
- For purposes of these rules, “government-owned or controlled corporations (GOCCs)” include any agency organized as stock or non-stock corporation, vested with functions relating to public needs (governmental or proprietary), and owned by the Government of the Republic of the Philippines:
- directly; or
- through instrumentalities;
- in stock corporations, to the extent of at least a majority of its outstanding capital stock; and
- the term includes subsidiaries, offsprings, acquired asset corporations, government instrumentalities with corporate powers (GICP), government corporate entities (GCE), and government financial institutions (GFI), and other government entities where the OGCC is the principal law office (Rule 1, Section 4).
Policy and guiding mandate
- The OGCC must safeguard the legal interest of all GOCCs and diligently provide legal services while upholding justice under the rule of law with integrity, excellence and professionalism (Rule 2).
OGCC powers, duties, and administrative supervision
- The OGCC, as principal law office and as supervisor exercising control and supervision over GOCC legal departments, shall:
- represent GOCCs in litigation in courts or quasi-judicial bodies in the Philippines or abroad in cases covered by Rule 5;
- review contracts referred by GOCCs and, if necessary, recommend revisions or modifications as required by law; and
- prepare contracts in appropriate cases when requested by GOCCs in accordance with Rule 6; and
- render legal opinions required by law on important legal questions referred by GOCCs consistent with Rule 6 (Rule 3, Section 1.1).
- The OGCC’s regular assignments consist of handling of cases, rendering of opinions, and contract review (Rule 3, Section 1.2).
- When exigency of service requires, OGCC legal staff may be assigned or designated to a GOCC, subject to the Government Corporate Counsel’s approval, including:
- detailing/assignment upon a GOCC’s request with attendance in meetings requested by the GOCC;
- mediating and acting as hearing officers under relevant laws per Rule 11 and arbitrating disputes among GOCCs under Rule 12;
- investigating and, where appropriate, hearing administrative disciplinary cases involving lawyers, officials, and employees of GOCCs upon request and recommending sanctions under Rule 7;
- conducting periodic performance audits of in-house lawyers/legal departments and recommending actions;
- requiring periodic reports of legal work and supervising/control legal action;
- conducting research and submitting position papers on novel/important questions or issues affecting GOCCs;
- conducting fact-finding and preliminary investigation in referred cases;
- acting as corporate officers upon GOCC request;
- serving on technical working groups, bids and awards committees, task forces, and other committees related to GOCC projects; and
- representing the OGCC in the Board of GOCCs and management committees (Rule 3, Section 1.3).
- Designated OGCC lawyers are entitled to additional compensation and privileges as granted by the GOCC concerned, and GOCCs may extend to OGCC the benefits and privileges given to their employees (Rule 3, Section 1.3).
- Under its power of administrative supervision, the OGCC shall:
- regularly consult with GOCCs on referred case(s) to ensure collaborative formulation of legal strategies and evidence presentation and to address relevant legal matters;
- monitor the progress of cases and other concerns handled by in-house counsels/legal departments or duly retained external lawyers; and
- issue rules and directives to standardize pleadings and practice of lawyers within GOCCs (Rule 3, Section 1.4).
- The OGCC has the power, on its own initiative, to enforce the Property Insurance Law pursuant to Republic Act No. 656, as amended by P.D. 245, in domestic or international transactions (Rule 3, Section 1.5).
- In addition to the regular assessment under Section 4 of P.D. 1415, the Government Corporate Counsel may make special assessments upon GOCCs serviced by its office to meet contingencies, obligations, and undertakings necessary to maintain and promote service efficiency (Rule 3, Section 1.6).
- The OGCC is authorized to receive attorney’s fees adjudged in favor of GOCCs in judicial or arbitral proceedings it handles; these fees accrue to a special fund of the OGCC and are deposited in an authorized government depository as a trust liability, available for expenditure without the need for a cash disbursement ceiling for:
- upgrading facilities and equipment;
- granting employees’ incentive pay and other benefits; and
- defraying other incentive expenses not provided for in the General Appropriations Act, as determined by the Government Corporate Counsel (Rule 3, Section 1.6).
OGCC organizational structure
- The OGCC is composed of the Government Corporate Counsel, Deputy Government Corporate Counsel (DGCC), and Assistant Government Corporate Counsels (AGCCs), appointed by the President of the Philippines (Rule 4, Section 1).
- Other OGCC legal staff are appointed by the Government Corporate Counsel, and their ranks include:
- Government Corporate Attorney IV (GCA-IV);
- Government Corporate Attorney III (GCA-III);
- Government Corporate Attorney II (GCA-II);
- Government Corporate Attorney I (GCA-I);
- Associate Government Corporate Attorney II; and
- Associate Government Corporate Attorney I (Rule 4, Section 1).
- The OGCC is supported by an administrative staff, all appointed by the Government Corporate Counsel (Rule 4, Section 2).
- Unless otherwise determined by the Government Corporate Counsel, the Legal Staff is divided into teams headed by an Assistant Government Corporate Counsel as team leader, with classifications including:
- Gaming & Allied Services;
- Ecozones;
- Information & Energy;
- Environment & Water;
- Banking & Finance;
- Transportation, Communication & Infrastructure;
- Agriculture & Trade; and
- Housing & Urban Development (Rule 4, Section 3).
- A senior Assistant Government Corporate Counsel may be appointed as in-charge for Litigation and another as in-charge for Opinion/Contract Review (Rule 4, Section 3).
- Each team leader is designated by the Government Corporate Counsel and directly supervises team members, while the Government Corporate Counsel, assisted by the DGCC, exercises over-all direct supervision and control over all teams (Rule 4, Section 3.1).
- The Government Corporate Counsel may create Special Project Teams as need arises (Rule 4, Section 3.2).
Procedures for cases, opinions, and contracts
- The OGCC handles all cases referred by GOCCs unless the GOCC’s legal department is duly authorized or deputized, or when engagement of a private lawyer is authorized under Rule 9; additional reimbursable and other allowances are granted to OGCC lawyers assigned (Rule 5, Section 1).
- The OGCC accepts only cases officially endorsed by the GOCC through its duly authorized officer (Rule 5, Section 2).
- Referred cases must be accompanied by:
- a detailed historical background of the case;
- photocopies of pertinent documents; and
- the names and contact details of officials, proposed witnesses, and all persons knowledgeable about the case (Rule 5, Section 3).
- All GOCCs must refer to the OGCC for review all proposed contracts or agreements through their duly authorized officer, and must refer all important matters for opinion or advice (Rule 6, Section 1).
- Requests for legal opinion must clearly state or submit:
- factual circumstances;
- the issues to be solved;
- pertinent documents; and
- other matters the OGCC needs to be apprised of (Rule 6, Section 2).
- Requests for contract review must submit:
- supporting documents explaining the antecedents of the proposed contract; and
- other matters the OGCC needs to be apprised of; the OGCC may request additional documents to complete review (Rule 6, Section 3).
- GOCC contracts and agreements must be submitted to the OGCC for review before signing; an already executed contract is not acted upon except for justifiable reasons determined by the Government Corporate Counsel (Rule 6, Section 4).
- No opinion shall be rendered on issues pending in court or any tribunal for adjudication (Rule 6, Section 5).
Administrative, criminal, and private-lawyer limits
- Upon a GOCC’s request, the Government Corporate Counsel designates an OGCC lawyer as hearing officer or prosecutor on behalf of the OGCC in administrative cases against GOCC employees (Rule 7, Section 1).
- The Government Corporate Counsel assigns a head for administrative cases to actively monitor proceedings and review the hearing officer’s investigation report before submitting it for approval by the Government Corporate Counsel (Rule 7, Section 1).
- Administrative cases referred to the OGCC are conducted under the Civil Service Rules and, when applicable, the GOCC’s internal rules (Rule 7, Section 2).
- OGCC hearing officers/prosecutors must cooperate in speedy disposition; once designated, they must:
- dictate the pace of proceedings from filing of briefs through evidence presentation or alternatives, including judicial affidavits, position paper, and formal offer of evidence; and
- render a formal investigation report within thirty (30) days from receipt of the final pleadings of both parties (Rule 7, Section 3).
- The investigation report must be submitted to the designated head for administrative cases for review, then to the Government Corporate Counsel for approval before transmittal to the requesting GOCC (Rule 7, Section 3).
- Administrative cases are heard at the OGCC premises unless requested otherwise and subject to the GOCC’s funding due to distance and other constraints; out-of-town hearings and conferences are allowed only upon party agreement on expenses and disbursements with cost-benefit or other justifiable reasons (Rule 7, Section 4).
- The formal investigation report is endorsed by the Government Corporate Counsel for transmittal to the requesting GOCC (Rule 7, Section 5).
- For criminal cases, the OGCC handles only criminal cases filed by the complaining GOCCs upon due request (Rule 8, Section 1).
- The OGCC represents the complaining GOCC in all stages of criminal proceedings, including preparation of sworn statements and all aspects of effective private prosecution, including recovery of civil liability arising from the crime, under the control and supervision of the public prosecutor (Rule 8, Section 2).
- GOCCs must refrain from engaging private lawyers or law firms to handle cases and legal matters except under exceptional circumstances determined by the Government Corporate Counsel (Rule 9, Section 1).
- Private lawyer hiring requires:
- prior approval by the Government Corporate Counsel and the Commission on Audit; and
- direct supervision and control by the OGCC, including supervision of proceedings, review of pleadings, agreements, and other documents prior to court filing, and submission of periodic reports to the OGCC (Rule 9, Section 2).
- The Government Corporate Counsel may impose additional conditions depending on the case/transaction and the engagement basis (retainer or consultancy), and reserves the right to take over handling if exigency of circumstances requires (Rule 9, Section 2).
ADR mediation and arbitration framework
- The OGCC, pursuant to Presidential Decree 242 in relation to Book IV, Chapter 14 of Executive Order 292 (Administrative Code of 1987) and upon prior authority from the Secretary of Justice, must encourage settlement through early neutral evaluation, mediation, or arbitration in the public interest; the OGCC is vested with authority to settle claims, disputes, and controversies involving GOCCs whose legal departments are under its control and supervision (Rule 10, Section 1).
- ADR rules application and construction must account for the policy to promote party autonomy, promote candor through confidentiality of mediation, foster prompt, economical, amicable resolution in accordance with integrity of determination by the parties, and ensure decisionmaking authority rests with the parties (Rule 10, Section 2).
- The OGCC may adopt applicable provisions of the ADR Act in arbitration proceedings on a suppletory basis (Rule 10, Section 2).
- ADR means any process for resolving a dispute other than judicial adjudication, including mediation, arbitration, or early neutral evaluation (Rule 10, Section 3.1).
- Arbitration is a process where a neutral third party resolves a dispute by rendering an award (Rule 10, Section 3.2).
- Mediation is a voluntary process where a neutral third party facilitates communication and negotiation and assists parties in reaching a voluntary agreement (Rule 10, Section 3.3).
- Early Neutral Evaluation is a non-binding process assessing the strengths and weaknesses of each party’s case to serve as basis for a compromise agreement (Rule 10, Section 3.4).
Mediation procedure rules
- Mediation rules apply to disputes, claims, and controversies—including incipient ones and ongoing/pending cases with the OGCC—between or among GOCCs that do not involve constitutional issues, public order, public policy, morals, principles or public exemplarity, or other matters of public interest better resolved by adjudication (Rule 11, Section 1).
- Disputes or controversies among GOCCs may be referred to the Government Corporate Counsel for mediation; the Government Corporate Counsel designates mediator(s), and an assigned mediator is not appointed as hearing officer in case of failure of mediation (Rule 11, Section 2).
- Information obtained through mediation is privileged and confidential, except in instances under Section 10, R.A. 9285 when confidentiality is waived or subject to exceptions under Section 11, R.A. 9285; mediation proceedings and incidents are strictly confidential unless otherwise provided by law; admissions or statements in mediation are inadmissible in any proceeding (Rule 11, Section 3).
- Mediation proceedings are held at OGCC offices unless parties agree to another venue (Rule 11, Section 4).
- Parties or their duly authorized representatives must attend mediation and cooperate with the mediator to secure settlement (Rule 11, Section 5).
- Mediation flow requires:
- an initial joint conference for laying down issues;
- an opening statement by the mediator stressing confidentiality and process flow;
- opening statements by each party on their positions’ antecedents;
- mediator facilitation of underlying interests and common ground, and suggestions of settlement options including possible assistance of a co-mediator or technical expert if necessary;
- parties’ endeavor to resolve the dispute;
- if no settlement at the conference, the mediator may—upon consent of both parties—hold separate conferences to determine real interests, followed by another joint conference to consider options including non-binding strengths/weaknesses assessment;
- OGCC does not keep a file of mediation proceedings except the mediator’s report, and all other submitted records/documents are returned to parties (Rule 11, Section 6).
- Mediation must be terminated if no settlement is reached after thirty (30) working days from the initial mediation conference; in that event, parties may resort to arbitration under Rule 12; the parties may agree to further continue mediation, with an extension of another thirty (30) working days granted by the mediator with written approval of the Government Corporate Counsel (Rule 11, Section 6).
- A successful mediation occurs when parties agree in principle before the mediator(s) on compromise terms; the mediator directs parties to submit a duly signed compromise within fifteen (15) days; the Government Corporate Counsel confirms compromise; non-compliance may be enforced through arbitration under Rule 12 (Rule 11, Section 7).
- Parties may deposit the settlement with the Government Corporate Counsel subject to final disposition of the Secretary of Justice (Rule 11, Section 8).
Arbitration procedure and finality mechanics
- Arbitration may apply to any dispute, claim, or controversy between GOCCs arising from or connected with a transaction (Rule 12, Section 1).
- To commence arbitration, a claimant must file with OGCC and serve the respondent a written Notice of Arbitration stating:
- request to refer dispute to arbitration;
- names and addresses of parties;
- statement describing nature and circumstances of dispute;
- amount in dispute, if any; and
- relief or remedy sought (Rule 12, Section 2).
- The respondent must, within fifteen (15) days from receipt of the Notice of Arbitration, file with OGCC and serve on the claimant a Response including:
- confirmation or denial of all or part of the claims;
- nature and circumstances of counterclaims;
- estimated value of counterclaims; and
- comment/response to proposals in the Notice (Rule 12, Section 3).
- The Notice of Arbitration and Response constitute claimant’s Case and respondent’s Defense respectively; if claimant challenges anything in respondent’s Defense and/or Counterclaim, claimant must file within fifteen (15) days of receipt and serve the respondent with Claimant’s Reply and, if necessary, Defense to Counterclaim; respondent may file Rejoinder within fifteen (15) days from receipt (Rule 12, Section 4).
- If respondent fails to submit its statement of defense within the time specified, OGCC may declare respondent in default, proceed with arbitration, and make a recommendation if warranted (Rule 12, Section 5).
- The Government Corporate Counsel appoints a sole hearing officer unless more than one is necessary; appointment must be made within ten (10) days following receipt of the Notice of Arbitration; the hearing officer must be an OGCC lawyer as of appointment; if the hearing officer dies, resigns, or withdraws, a substitute hearing officer must be appointed by the Government Corporate Counsel (Rule 12, Section 6).
- Hearing procedure includes:
- preference for agreed documents/evidentiary materials and document/oral-argument-based proceedings;
- hearing officer discretion to allow oral evidence;
- if oral evidence is requested and directed, hearing must not exceed three (3) days;
- the hearing officer sets date/time/place and communicates in writing at least seven (7) days in advance;
- if a party fails to appear without sufficient cause, the hearing officer may proceed and may recommend based on evidence before it;
- widest discretion to ensure just, expeditious, economical, and final determination;
- hearings are public unless parties agree otherwise (Rule 12, Section 7).
- On witnesses:
- hearing officer may direct notice of witness identities, subject matter, and relevance;
- hearing officer has absolute discretion to allow/refuse/limit witnesses;
- evidence may be by signed written statements, video/audio recordings, records, notes, and other evidentiary materials; experts may be permitted to give evidence on trade practices/usages;
- each party bears practical arrangements, costs, and availability of witnesses it is allowed to call (Rule 12, Section 8).
- Closure and reopening:
- hearing officer may inquire if parties have further proof/submissions and may declare hearings closed;
- hearing officer may reopen under exceptional circumstances before recommendation is made (Rule 12, Section 9).
- Recommendation timelines and approval:
- hearing officer issues recommendation within thirty (30) days after close of hearing, or if based on documents/evidentiary materials only, from the date when all documents/materials are submitted;
- hearing officer may extend time for making recommendation;
- Government Corporate Counsel may approve or modify recommendation and endorse it to the Secretary of Justice for approval (Rule 12, Section 10).
- Effect of approved recommendation:
- unless appealed, the approved recommendation is final, binding, and enforceable per its terms, and parties must carry out the award without delay;
- if appealed, the hearing officer refers it to the concerned team, which acts for and on behalf of the winning party for filing a Motion for Writ of Execution under Rule 39 of the Rules of Court (Rule 12, Section 10).
- If parties agree to settlement, they submit a duly signed compromise which becomes the basis of an arbitral award (Rule 12, Section 11).
Fees and rule amendment
- Parties in mediation or arbitration must pay fees in such manner and in such amount as determined by the Government Corporate Counsel (Rule 13).
- Any amendment or revision of any provision of these rules is made by the Government Corporate Counsel, who may create a committee to study whether there are sufficient reasons to amend (Rule 14, Section 1).
- Amended provisions take only prospective application (Rule 14, Section 2).
Repeal, separability, and continued validity
- Rules, circulars, memoranda, or other issuances, or any part inconsistent with these rules, are repealed, amended, or modified accordingly (Rule 15, Section 1).
- If any portion or provision is held unconstitutional or invalid, the remaining portions or provisions continue in full force and effect (Rule 15, Section 2).
- These rules take effect fifteen (15) days after publication in accordance with the 1987 Administrative Code (Rule 15, Section 3).