Paula S. Beran, Esquire (Va. Bar No. 34679)

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

 Counsel for Lynn L. Tavenner, Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Case No. 19-34574-KRH

LeClairRyan, PLLC,1

Debtor Chapter 7

DECLARATION OF LYNN L. TAVENNER, TRUSTEE

I, Lynn L. Tavenner, Trustee, not individually but solely in my capacity as the Chapter 7 

trustee (in such capacity, the “Chapter 7 Trustee” and/or the “Trustee”) of the bankruptcy 

estate (the “Estate”) of LeClairRyan PLLC (“LeClairRyan” and/or the “Debtor”), in the abovereferenced Chapter 7 case (the “Case”), pursuant to 28 U.S.C. § 1746, hereby declare as follows 

under penalty of perjury to the best of my knowledge, information, and belief: 

1. I am the duly appointed Chapter 7 Trustee in the LeClairRyan Case. 

2. I submit this declaration in support of the (1) Motion for Approval of 

Compromise and Settlement and Memorandum of Law (Iron Mountain) (“9019 Motion”); (2) 

Trustee’s Application to Retain and Employ Cozen O'Connor as Special Counsel (the “Cozen 

O’Connor Employment Application”); (3) Trustee’s Supplement to Application to Retain and 

Employ Quinn Emanuel Urquhart & Sullivan, LLP as Special Counsel (the “Quinn Emanuel 

Supplemental Employment Application,” together with the Cozen O’Connor Employment 

1 The principal address of the Debtor as of the petition date was 4405 Cox Road, Glen Allen, Virginia 23060, and 

the last four digits of the Debtor’s federal tax identification number are 2451. 

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Application, the “Applications”)2; (4) Pre-Trial Conference in Adversary Proceeding No. 21-

03062 (Curran); and (5) Case Status and Report pursuant to Local Rule 2015-(a)-(1)(A). 

3. The statements in this Declaration are, except where specifically noted, based on 

my personal knowledge on information that I have obtained in connection with my role as the 

Trustee. If I were called upon to testify, I could and would competently testify to the facts set forth 

herein on that basis.

4. As a result of the entry by the United States District Court of the Eastern District 

of Virginia on August 8, 2022 of various orders (the “Dismissal Orders”) dismissing the 

Judicially Mediated Global Settlement Appeal and the Premature Seal Appeal, the concerns I 

articulated at paragraph 8 of my declaration found on this Court’s docket at ECF No 1485 have 

been alleviated. As such, I maintain, in the exercise of my business judgment, that it is in the 

Estate’s best interest to move forward with the Iron Mountain settlement referenced in the 9019 

Motion. 

5. As my counsel previously reported to this Court, I had composed a detailed

declaration in support of the Applications. As a result of the entry of the Dismissal Orders, the 

full extent of relief originally requested in the Applications is no longer necessary. Accordingly, 

I collaborated with my counsel, proposed counsel, and the UST to obtain mutually agreeable 

terms for the modified relief I now request as provided in the proposed orders attached hereto as 

Exhibits A and B. I am sincerely grateful to my counsel, proposed counsel, and members of the 

UST for their professionalism which fostered a result that I truly believe is in the Estate’s best 

interest. I appreciate that this Court is already aware of many of the facts that support the need 

2 Terms not otherwise defined herein shall have the meaning prescribed in the Applications. 

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for the modified relief. Yet, in an effort to provide a thorough record for all parties in interest I 

provide certain facts again herein. 

6. As I have represented to the Court, I previously determined that I needed the advice 

and guidance of experienced legal counsel to carry out my duties under the Bankruptcy Code, 

specifically to investigate and pursue certain litigation claims. I believed (and continue to believe) 

that these potential litigation claims may be of substantial value but required the assistance of 

counsel to assist in my investigation, evaluation, and, if necessary, pursuit of such claims. 

7. Accordingly, on January 30, 2020, I filed an application to employ the law firm of 

Foley & Lardner LLP (“Foley”) as special counsel to investigate and pursue potential claims, 

which the Court approved on February 10, 2020, retroactive to January 30, 2020. Beginning 

January 30, 2020, Ms. Erika L. Morabito, on behalf of Foley, served as my lead special counsel. 

In addition, Ms. Brittany J. Nelson, also on behalf of Foley, represented the Estate.

8. On May 18, 2021, Ms. Morabito and Ms. Nelson joined Quinn Emanuel Urquhart 

& Sullivan, LLP (“Quinn Emanuel”). After being informed of Ms. Morabito and Ms. Nelson’s 

relocation from Foley to Quinn Emanuel, I conducted due diligence with respect to the Estate’s 

ongoing special litigation needs and, in the exercise of my business judgment and consistent with 

my duties, selected, subject to Court approval, Quinn Emanuel to represent me as special counsel 

going forward in this Case on the vast majority of unresolved matters based on its considerable 

experience in insolvency, bankruptcy, and litigation matters, as well as its considerable experience 

in internal investigations. As such, on June 7, 2021, I filed Trustee’s Application to Retain and

EmployQuinn Emanuel Urquhart & Sullivan, LLP as Special Counsel (the “Quinn Retention 

Application”). On June 28, 2021, the Court entered its Order Authorizing the Retention and

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Employment of Quinn Emanuel Urquhart & Sullivan, LLP as Special Counsel (the “Quinn

Retention Order”), retroactive to May 18, 2021.

9. To date, in connection with my retention and assistance of special counsel, the 

Estate has recovered in excess of $19,000,000.00; a result that I am extremely proud of, in that it 

paves the path for a significant recovery to creditors in a case that many thought in the initial stages 

would be administratively insolvent.

10. In addition, with the significant assistance of Quinn Emanuel, after mediating for 

more than two and a half months, litigating for over a year and half, and engaging in hard fought, 

arms-length negotiations with multiple parties, aided in large part by a substantial amount of hours 

expended by the judicial mediator (the “Judicial Mediator”) in this Case, I, all of the defendants 

in two separate adversary proceedings, and certain insurers reached a global, comprehensive 

$21,000,000 agreement (the “Judicially Mediated Global Settlement”), that is a fair and 

reasonable compromise of the claims and causes of action asserted by me in those two separate 

adversary proceedings. The Judicially Mediated Global Settlement was the result of a mediator’s 

proposal (the “Mediator’s Proposal”) that was to either be accepted or rejected in total. I in the 

exercise of my business judgment determined that acceptance was in the Estate’s best interest

because, among other things, this settlement avoids lengthy, complex, and expensive litigation of 

a myriad disputed issues among these parties, and provides for a significant amount of money that 

likely could provide for a meaningful distribution to unsecured creditors. And in every case that I 

administer as a Chapter 7 trustee, distributions to pre-petition creditors are a primary goal and 

focus for me. I have never, and will never, administer a case solely for my benefit or the benefit 

of lawyers. 

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11. As such, I sought this Court’s approval of the Judicially Mediated Global 

Settlement by filing Trustee’s Motion and Memorandum of Law for Entry of an Order (I) 

Approving (A) Judicially Mediated Settlement and (B) Compensation to Counsel Including an 

Improvident Payment under Section 328(a); and (II) Granting Related Relief (the “Judicially 

Mediated Settlement Motion”).

12. Prior to the filing of the Judicially Mediated Settlement Motion, upon hearing of 

the salient terms relayed by the parties in open Court, the Office of the United States Trustee (the 

“UST” and/or the “Program”) expressed concerns to me with respect to the Judicially Mediated 

Global Settlement, which I immediately tried to address. And, candidly, I too was concerned about 

the appearance of additional sums going to Quinn Emanuel and desired to thoroughly explain the 

reasons for the same. So, it was important for me to convey to all that what is now commonly 

referred to as the Improvident Payment was unilaterally directed by the Judicial Mediator as part 

of his Mediator’s Proposal as a material and integral term of the Judicially Mediated Global 

Settlement. While I was not privy to the exact circumstances the Judicial Mediator considered in 

unilaterally directing the Improvident Payment as part of the Mediator’s Proposal, it was also 

important for me to fully disclose that, until receiving the Mediator’s Proposal, I had never heard

mentioned or contemplated the Improvident Payment. I also recognized the import of this Court’s 

gatekeeper role of determining whether the Improvident Payment was warranted and reasonable, 

and as such ensured that nothing in the agreement documenting the Judicially Mediated Global 

Settlement negated the same.

13. On June 28, 2022, this Court approved the Judicially Mediated Global Settlement 

by entering Order Granting Motion and Memorandum of Law for Entry of an Order (I) Approving 

(A) Judicially Mediated Settlement and (B) Compensation to Counsel Including an Improvident 

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Payment Under Section 328(a); and (II) Granting Related Relief, and issuing an accompanying 

Memorandum Opinion (collectively, the “Judicially Mediated Settlement Ruling”).

14. The UST appealed the Judicially Mediated Settlement Ruling on July 11, 2022 (the 

“Judicially Mediated Global Settlement Appeal”). 

15. I immediately recognized and was concerned (and creditors had expressed similar 

concerns) about the negative impact on the Estate and potential distributions to creditors resulting 

from the Judicially Mediated Global Settlement Appeal. I was initially unable to find a solution 

with the UST. Thus, I had no alternative but to expend the Estate’s resources to defend the 

Judicially Mediated Global Settlement Appeal. After all, it involves a $21,000,000 settlement that 

all parties in interest who have verbalized an opinion maintain is, at a minimum, a great result for 

the Estate and which I maintain will likely yield sufficient funds to make a meaningful distribution 

to general unsecured creditors. 

16. On July 14, 2022, in a bench ruling (the “Oral Seal Ruling”), this Court indicated 

that it would grant as modified a Motion to Seal Settlement Agreement and Related Documents, 

Information, and Hearings and Supplement to Their Previously-Filed Motion to Seal Settlement 

Agreement and Related Documents, Information, and Hearings filed by the ULX Partners, LLC, 

UnitedLex Corporation, and ULX Manager, LLC. In connection with the same, this Court 

indicated that it would write an opinion for the benefit of the District Court if any party intended 

to appeal. Thereafter, the UST filed a notice of appeal of the Court’s Oral Seal Ruling, thereby 

initiating Civil Action No. 3:22cv515 (the “Premature Seal Appeal”). As such, I also was faced 

with having to expend additional resources to ensure that the Estate was protected in connection 

with the Premature Seal Appeal. 

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17. Pursuant to the Quinn Retention Order as found in the engagement letter attached 

to the Quinn Retention Application, 

In the event that the result of any Claim at the trial level is appealed, QEU&S would 

be pleased to represent the Trustee in such appeal on mutually agreeable terms, 

subject to Court approval, if the Trustee believes it would be in the best interest of 

the Estate. We understand the Trustee will make such determination depending on 

the facts and circumstances of each Claim, including the amount involved and cost 

of such appeal.

Accordingly, Quinn Emanuel was not retained to represent the Estate in connection with 

any appeal. 

18. As such, I immediately conducted extensive due diligence including but not limited 

to research on numerous court dockets of billing rates and potential hours to be exerted on known 

appeals and communicated with five law firms about rates and estimated costs of handling an 

appeal. I personally spent an exuberant amount of time on this diligence and my general counsel 

spent a significant amount of time. And during this process, I requested that Quinn Emanuel 

address nuances related to the impacts of the UST appeals on the two pending Adversary 

Proceedings Numbers 20-03142 and 21-03095-KRH as well as to otherwise protect and preserve 

value for the Estate (the “Preservation Services”) until appellate counsel’s employment was 

authorized by this Court. 

19. After (a) conducting this extensive due diligence, (b) communicating with those 

five law firms, and (c) considering that a component of the Judicially Mediated Global Settlement

addresses a fee to Quinn Emanuel, I determined in the exercise of my business judgement that it 

was in the Estate’s best interest to retain the firm of Cozen O’Connor to assist the Estate in the 

Judicially Mediated Global Settlement Appeal as well as to utilize Cozen O’Connor in connection 

with other related matters, including the Premature Seal Appeal, should I in the exercise of my 

business judgment determine it is in the Estate’s best interest. And notwithstanding the proposed 

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retention of Cozen O’Connor, I also sought authority to utilize Quinn Emanuel in connection with 

the Supplemental Representation. 

20. Before the filing of the Shaw Statement, I spent a significant amount of time with 

Mr. Shaw to ensure that all potential connections were appropriately vetted and disclosed. (I also 

provided Mr. Shaw’s information to other estate professionals so that they could do the same.

Ms. Beran filed an additional supplement to the Tavenner & Beran employment application as 

did Ms. Morabito with respect to Quinn Emanuel .) Based upon the same and the Shaw 

Statement, I maintain that Cozen O'Connor represents no interest adverse to the Debtor or to the 

Debtor’s Estate in the matters upon which Cozen O'Connor is to be engaged and also is a 

“disinterested person” as that term is defined in Section 101(14) of the Bankruptcy Code. 

Moreover, to the best of my knowledge, Cozen O'Connor has no connection with the Debtor, its 

creditors, or any other party-in-interest in this Case, their respective attorneys or accountants, the 

United States Trustee, or any person employed in the Office of the United States Trustee, other 

than as set forth in the Shaw Statement. 

21. I have reviewed the proposed hourly rates of Cozen O'Connor and maintain that 

they do not exceed the normal and reasonable charges for similar representation and legal 

services provided by firms of similar reputation, ability, and experience.

22. I respectfully maintain that Cozen O'Connor satisfies all the requirements for 

employment and compensation as attorneys by me in this Case, and I in the exercise of my 

business judgment submit that the employment of Cozen O'Connor is in the best interest of the 

Estate. And as a result of the Dismissal Orders, Cozen O’Connor no longer requires a retainer. 

23. Similarly, I in the exercise of my business judgment previously submitted that the 

employment of Quinn Emanuel for the Supplemental Representation was in the best interest of 

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the Estate given the nuances related to the impacts of the UST appeals on the two pending 

Adversary Proceedings Numbers 20-03142 and 21-03095-KRH and Quinn Emanuel’s extensive 

knowledge of the facts and law that likely would be part of the Judicially Mediated Global 

Settlement Appeal. However, the Supplemental Representation is no longer needed given the 

Dismissal Orders, and the Preservation Services constitute a Non-Contingency Matter for which 

Quinn Emanuel is entitled pursuant to the Quinn Retention Order to charge its standard hourly 

rates, subject to a ten (10) percent discount. 

24. While negotiating the terms of the Supplemental Representation, I determined in 

the exercise of my business judgement that it was in all’s best interest to have clarity as to the 

specific amount that Quinn Emanuel would receive in connection with each payment the Estate 

collected under the terms of the Judicially Mediated Global Settlement given the Quinn 

Retention Order did not address the unique nuance of the Estate receiving letters of credit. 

Specifically, of the amount received by the Estate at Closing, Quinn Emanuel shall be entitled to 

receive $6,247,500, which represents 35% of the Total Settlement Payment less the Improvident 

Payment. From the Second Defendants’ Payment received by the Estate, Quinn Emanuel shall be 

entitled to receive 50% of the Improvident Payment or $1,575,000. From the Third Defendants’ 

Payment received by the Estate, Quinn Emanuel shall be entitled to receive the remaining 50% 

of the Improvident Payment, less thirty-five percent of all Costs and Expenses (with “Cost and 

Expenses” being costs and expenses paid by the Estate (and/or by Quinn Emanuel on behalf of 

the Estate) pursuant to, and consistent with those costs and expenses described and/or set forth in 

the Quinn Engagement Letter) . I have further protected the Estate by requiring that, should the 

Estate ultimately not receive at least $17,850,000 from the Defendants pursuant to the Judicially 

Mediated Global Settlement and Quinn Emanuel receives more than 35% of the Net Amount 

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(with Net Amount being the amount paid to the Estate by the Defendants less Costs and 

Expenses), Quinn Emanuel shall disgorge any amount it received in excess of 35% of the Net 

Amount. And, any amounts paid to Cozen O’Connor shall not be included as Costs and 

Expenses. Amounts paid to Quinn Emanuel on an hourly basis (solely in connection with the 

Supplemental Representation), however, shall be included as Costs and Expenses to be deducted 

from the amounts due and owing to Quinn Emanuel from the Third Defendants’ Payment. I in 

the exercise of my business judgement originally devised this structure as being in the Estate’s 

best interest in that it incentivized Quinn Emanuel to efficiently provide the requisite 

information and assistance while eliminating the potential for any negative connotation given 

that a component of the Judicially Mediated Global Settlement addresses a fee to Quinn 

Emanuel. 

25. In Adversary Proceeding No. 21-03062 (Curran), I am aware of no facts that 

would necessitate modifying this Court’s standard pre-trial order. And, having appeared before 

this Court in numerous adversary proceedings as, in certain instances, Chapter 7 trustee and, in 

other instances, counsel representing independent clients, I have found the timelines and 

structure of the Court’s standard pre-trial order to be immensely reasonable while also providing 

an effective framework for trial preparation. Furthermore, based on my understanding of the 

facts underlying the three counts of the complaint at issue in that adversary proceeding, I 

maintain that the same could be tried in one day assuming counsel efficiently and effectively 

utilizes this Court’s valuable time. In another adversary proceeding in this Case, this Court set 

the matter for a one-day trial wherein the complaint contained the same three counts as in 

Adversary Proceeding No. 21-03062 as well as four additional counts. 

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26. To the best of my knowledge, information, and belief, I declare under penalty of 

perjury that the foregoing is true and correct. 

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: August 24, 2022

 Richmond, Virginia 

By: /s/ Lynn L. Tavenner

 Lynn L. Tavenner, Chapter 7 Trustee 

Respectfully submitted,

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: August 24, 2022

 Richmond, Virginia

By: /s/ Paula S. Beran

Paula S. Beran, Esquire (VSB No. 34679) 

PBeran@TB-LawFirm.com 

Tavenner & Beran, PLC 

20 North 8th Street

Richmond, Virginia 23219 

Telephone: (804) 783-8300 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

CERTIFICATE OF SERVICE

I certify that on this 24th day of August 2022, a true copy of the foregoing Declaration 

was sent electronically to:

Kathryn R. Montgomery, Esquire

Shannon F. Pecoraro, Esquire 

Office of the United States Trustee

701 East Broad Street, Suite 4304 

Richmond, Virginia 23219

And all other parties receiving CM/ECF notices in this Case.

/s/ Paula S. Beran 

Paula S. Beran, Esquire 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

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1 

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division 

In re:

LeClairRyan, PLLC,1

Debtor 

Case No.

19-34574-KRH

Chapter

7 

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT

OF COZEN O'CONNOR AS SPECIAL COUNSEL 

This matter came before the Court upon the Trustee’s Application to Retain and Employ 

Cozen O’Connor as Special Counsel (the “Application”)[ECF 1532]. The Court having reviewed 

(i) the Application and (ii) Verified Statement of Brian L. Shaw pursuant to Fed. R. Bankr. P.

2014(a) (the “Shaw Statement”), a member of the law firm of Cozen O'Connor (“Cozen 

O'Connor””), attached to the Application as Exhibit 1; and the Court being fully advised in the 

premises and having determined that the legal and factual bases set forth in the Application and 

the Shaw Statement establish just cause for the relief granted herein;

THE COURT HEREBY FINDS THAT:

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.

B. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

1

 The principal address of the Debtor as of the petition date was 4405 Cox Road, Glen Allen, Virginia 

23060, and the last four digits of the Debtor’s federal tax identification number are 2451.

Paula S. Beran, Esquire (Va. Bar No. 34679) 

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor 

Richmond, Virginia 23219 

Telephone: (804) 783-8300 

Telecopy: (804) 783-0178 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

EXHIBIT A

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C. Notice of the Application was sufficient under the circumstances.

D. The Application and the Shaw Statement are in full compliance with all applicable 

provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of this Court.

E. Cozen O'Connor does not represent or hold any interest adverse to the Debtor or to 

the Estate.

F. Cozen O'Connor is a “disinterested person,” as defined in § 101(14) of the 

Bankruptcy Code.

G. Cozen O'Connor does not represent or hold any interest adverse to the Debtor or to 

the Estate with respect to matters to which it is being employed. 

H. The retention and employment of Cozen O'Connor in accordance with the 

Application and this Order is in the best interest of the Estate.

IT IS HEREBY ORDERED THAT:

1. The Application is hereby APPROVED as provided herein.

2. Capitalized terms not otherwise defined herein shall have the meanings given to 

them in the Application.

3. Pursuant to § 327 of the Bankruptcy Code and the Application, the Trustee is 

authorized to retain and employ Cozen O’Connor as special counsel retroactive to July 28, 2022. 

Pursuant to § 327(a) and (e) of the Bankruptcy Code, the Trustee is authorized to employ Cozen 

O’Connor, on an hourly basis at agreed to rates, including reimbursement of reasonable related 

costs and expenses, in connection with appellate matters including the Judicially Mediated Global 

Settlement Appeal and related matters. 

4. Cozen O’Connor shall not receive any type of retainer. 

5. Approval of Cozen O’Connor’s fees shall be subject to further order of the Court. 

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6. This Court shall retain exclusive jurisdiction over the Application as well as all 

matters related thereto. 

Entered:

UNITED STATES BANKRUPTCY JUDGE

I ask for this: 

/s/ Paula S. Beran 

Paula S. Beran, Esquire (VSB No. 34679) 

Tavenner & Beran, PLC 

20 North 8th Street, Second Floor 

Richmond, Virginia 23219 

Telephone: (804) 783-8300 

Facsimile: (804) 783-0178 

 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee 

Seen and not objected to: 

 

/s/ Kathryn R. Montgomery 

Kathryn R. Montgomery, Esquire 

Shannon F. Pecoraro, Esquire 

Office of the United States Trustee

701 East Broad Street, Suite 4304 

Richmond, Virginia 23219 

(804) 771-8004 

Office of the United States Trustee

CERTIFICATION

I hereby certify under Local Rule 9022-1 that the foregoing proposed Order was served 

on all requisite parties and has been endorsed by all necessary parties.

/s/

Paula S. Beran, Esquire

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Paula S. Beran, Esquire (Va. Bar No. 34679)

Tavenner & Beran, PLC

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division 

In re:

LeClairRyan, PLLC,1

Debtor 

Case No.

19-34574-KRH

Chapter

7 

ORDER CLARIFYING THE ORDER AUTHORIZING 

THE RETENTION AND EMPLOYMENT OF QUINN 

EMANUEL URQUHART & SULLIVAN, LLP AS SPECIAL COUNSEL 

This matter came before the Court upon the Trustee’s Supplement to Application to Retain 

and Employ Quinn Emanuel Urquhart & Sullivan, LLP as Special Counsel (the “Supplemental 

Application”)[ECF 1533]. The Court having reviewed (i) the Supplemental Application, (ii) the 

Quinn Retention Application,

2

 (iii) Verified Statement (and its supplement) of Erika Morabito 

pursuant to Fed. R. Bankr. P. 2014(a) (collectively, the “Morabito Statement”), a partner in the 

law firm of Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”), (iv) the Declaration of 

Lynn L. Tavenner, Chapter 7 Trustee (the “Tavenner Declaration”); and the Court having entered 

the Interim Order Authorizing the Supplemental Retention and Employment of Quinn Emanuel 

Urquhart & Sullivan, LLP as Special Counsel (the “Interim Order”) [ECF 1549], and being fully 

advised of the premise and having determined that the legal and factual basis set forth in the 

1

 The principal address of the Debtor as of the petition date was 4405 Cox Road, Glen Allen, Virginia 

23060, and the last four digits of the Debtor’s federal tax identification number are 2451.

2 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Supplemental 

Application. 

EXHIBIT B

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Supplemental Application, the Quinn Retention Application, the Morabito Statement, and the 

Tavenner Declaration establish just cause for the relief granted herein. 

THE COURT HEREBY FINDS THAT:

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.

B. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 

C. Notice of the Supplemental Application was sufficient under the circumstances.

D. The continued retention and employment of Quinn Emanuel in accordance with 

this Order is in the best interest of the Estate.

E. As a result of the entry by the United States District Court of the Eastern District 

of Virginia on August 8, 2022 of various orders dismissing the Judicially Mediated Global 

Settlement Appeal and the Premature Seal Appeal, the Supplemental Representation is no longer 

necessary in so far as this Order addresses all necessary items to be made nunc pro tunc to July 

11, 2022 to the Order Authorizing the Retention and Employment of Quinn Emanuel Urquhart & 

Sullivan LLP as Special Counsel entered on June 28, 2021 (the “Quinn Retention Order”) [ECF 

937]. 

F. The work that the Trustee requested in writing for Quinn Emanuel to undertake, as 

described in paragraph 23 of the Supplemental Application, to protect and preserve value for the 

Estate while the Trustee conducted extensive due diligence on what was in the Estate’s best interest 

to address the Judicially Mediated Global Settlement Appeal (the “Preservation Services”) 

constitutes a Non-Contingency Matter for which Quinn Emanuel is entitled pursuant to the Quinn 

Retention Order to charge its standard hourly rates, subject to a ten (10) percent discount. 

G. This Order shall constitute the final order referenced in the Interim Order. IT IS 

HEREBY ORDERED THAT:

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1. The Quinn Retention Order is clarified as set forth herein nunc pro tunc to July 11, 

2022, and any other request for the Supplemental Representation is hereby deemed withdrawn. 

2. In connection with the Preservation Services provided on July 11, 2022 and 

continuing through and including August 8, 2022, Quinn Emanuel is entitled pursuant to the Quinn 

Retention Order to charge the Estate its standard hourly rates, subject to a ten (10) percent discount, 

and same shall be included as such in any future fee application that may be filed by or on behalf 

of Quinn Emanuel. Approval of Quinn Emanuel’s fees for the Preservation Services shall be 

subject to further order of the Court after appropriate notice and application which application may 

be filed on or after September 7, 2022. 

3. Except as otherwise set forth herein, beginning on August 9, 2022, Quinn Emanuel 

shall no longer be compensated on an hourly basis for Preservation Services and any such services 

provided thereafter shall be in connection with the Contingency Fee delineated in the Quinn 

Retention Order as found in the engagement letter attached to the Quinn Retention Application 

(the “Quinn Engagement Letter”), except as clarified hereafter.3

 Specifically, of the amount 

received by the Estate at Closing, Quinn Emanuel shall be entitled to receive $6,247,500, which 

represents 35% of the Total Settlement Payment less the Improvident Payment.4 From the Second 

Defendants’ Payment received by the Estate, Quinn Emanuel shall be entitled to receive 50% 

($1,575,000) of the total Improvident Payment ($3,150,000)). From the Third Defendants’ 

3

 Notwithstanding anything herein, this Order does not preclude Quinn Emanuel from also seeking 

approval of its fees and costs on an hourly basis for all time and expenses it incurred performing work related to the 

Supplemental Application that is not otherwise defined as Preservation Services. This request may include, but is 

not limited to, preparation and/or review of all pleadings related to the Supplemental Application, negotiations 

regarding the Supplemental Application, addressing or resolving any formal or informal objections to the 

Supplemental Application, and preparation for and/or attendance at any hearings conducted by the Court related to 

the Supplemental Application regardless of the date these services were provided by Quinn Emanuel.

4

 For clarification, pursuant to the Judicially Mediated Global Settlement, the Total Settlement Payment 

less the Improvident Payment is an amount of $17,850,000.

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Payment received by the Estate, Quinn Emanuel shall be entitled to receive the remaining 50% of 

the total Improvident Payment ($1,575,000), less thirty-five percent of all Costs and Expenses 

(with “Cost and Expenses” being costs and expenses paid by the Estate (and/or by Quinn 

Emanuel on behalf of the Estate) pursuant to, and consistent with, those costs and expenses 

described and/or set forth in the Quinn Engagement Letter). Notwithstanding the foregoing or 

anything in the Quinn Engagement Letter to the contrary, any amounts paid to Cozen O’Connor 

shall not be included as Costs and Expenses. Amounts paid to Quinn Emanuel on an hourly basis 

(solely in connection with the Preservation Services), however, shall be included as Costs and 

Expenses to be deducted from the amounts due and owing to Quinn Emanuel from the Third 

Defendants’ Payment, as described herein. Should the Estate ultimately not receive at least 

$17,850,000 from the Defendants pursuant to the Judicially Mediated Global Settlement and

Quinn Emanuel receives more than 35% of the Net Amount (with “Net Amount” being the amount 

paid to the Estate by the Defendants less Costs and Expenses), Quinn Emanuel shall disgorge any 

amount it received in excess of 35% of the Net Amount. 

4. As stated in the Quinn Retention Order at ¶ 8, Foley’s rights to seek compensation 

for its prior work are reserved pending further order of this Court. The payment of the amounts 

to Quinn Emanuel set forth in this Order shall not limit, preclude, or impact in any way Foley’s 

right to seek recovery from Quinn Emanuel by providing requisite notice of its fee application at 

the appropriate time. Moreover, nothing herein shall act as a bar for the Trustee, Quinn Emanuel, 

or the UST to oppose any request by Foley for fees related to this Supplemental Application or 

any other fees paid (or sought to be paid) to Foley either by Quinn Emanuel or the Estate during 

the pendency of this Case. Further, no rights regarding the apportionment of any professional fees 

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in this case, are waived by Foley, Quinn Emanuel, or the Trustee, and all rights are expressly 

reserved. 

5. Unless specifically modified herein, the Quinn Retention Order remains in full 

force and effect.

6. This Court shall retain exclusive jurisdiction over this Order, as well as all matters 

related thereto. 

Entered:

UNITED STATES BANKRUPTCY JUDGE

I ask for this: 

/s/ Paula S. Beran 

Paula S. Beran, Esquire (VSB No. 34679) 

Tavenner & Beran, PLC 

20 North 8th Street, Second Floor 

Richmond, Virginia 23219 

Telephone: (804) 783-8300 

Facsimile: (804) 783-0178 

 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee 

Seen and not objected to: 

 

/s/ Kathryn R. Montgomery 

Kathryn R. Montgomery, Esquire 

Shannon F. Pecoraro, Esquire 

Office of the United States Trustee

701 East Broad Street, Suite 4304 

Richmond, Virginia 23219 

(804) 771-8004 

Office of the United States Trustee

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CERTIFICATION

I hereby certify under Local Rule 9022-1 that the foregoing proposed Order was served 

on all requisite parties and has been endorsed by all necessary parties.

/s/

Paula S. Beran, Esquire

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