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

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 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 “9019 Motion” and/or “Motion”), filed on May 18, 2022.2

 

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. 

2

 All capitalized terms not defined herein have the meanings ascribed to them in the 9019 Motion. 

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UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division 

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

my personal knowledge of 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. The relief requested in the 9019 Motion is based upon a valid exercise of my

business judgment and is in the best interests of the Estate. The 9019 Motion seeks the entry of an 

order approving a settlement by and among me, on the one hand and ULX Partners, LLC, 

(“ULXP”) ULX Manager LLC, (“ULX Manager”) and UnitedLex Corporation (“United Lex” 

and, together with ULXP and ULX Manager, the “ULX Defendants”), CVC Advisers (India) 

Private Limited and/or CVC Capital Partners (“CVC”), Daniel Reed (“Mr. Reed”), Nicholas 

Hinton (“Mr. Hinton”), Josh Rosenfeld (“Mr. Rosenfeld”, and P. Douglas Benson (“Mr. 

Benson” and together with Mr. Reed, Mr. Hinton, Mr. Rosenfeld and the ULX Defendants, the 

“Defendants”), Travelers Casualty and Surety Company of America (“Travelers”), Continental 

Casualty Company (“Continental”), and Columbia Casualty Company (“Columbia”) 

(collectively, Continental and Columbia are referred to as “CNA” and Travelers and CNA are 

referred to as the “Insurers”)

5. As part of my administration of this Estate and as I began investigating potential

causes of action, I determined in the exercise of my business judgment that it was in the best 

interest of the Estate to request that this Court establish procedures for prosecuting and/or settling 

matters. As such, I, through counsel, proposed to this Court certain procedures, including but not 

limited to those in my Motion for an Order Establishing Procedures Regarding the Prosecution of 

Actions Involving Former Attorneys and Certain Others and Memorandum in Support Thereof 

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(the “FAO Procedures Motion”), which were approved by three orders of this Court (collectively, 

the “FAO Order”). 

6. On December 12, 2019 ULXP filed Proof of Claim No. 174 in the amount of

$8,563,288 and Proof of Claim No. 175 in the amount of $3,952,025 (collectively, the “ULX 

Partners Proofs of Claim”).

7. On October 26, 2020, I, through counsel, filed an adversary proceeding against

ULXP and UnitedLex, Adversary Proceeding No. 20-03142 (as amended, the “UnitedLex 

Adversary Proceeding”), which in addition to asserting numerous claims against ULXP and 

UnitedLex also objected to the ULX Partners Proofs of Claim. 

8. Thereafter, I also issued demand letters to more than 200 other potential

defendants, including defendants Mr. Hinton, Mr. Reed, Mr. Rosenfeld, Mr. Benson, and CVC. 

The FAO Order established procedures that, among other things, allowed for a potential 

defendant to elect mediation prior to the filing a lawsuit and many Persons (as defined in the 

Bankruptcy Code) chose that path. 

9. On June 7, 2021, I, through counsel, filed Trustee’s Application to Retain and

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

Application”), seeking to employ Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn 

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

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

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

10. On September 2, 2021, I, through counsel, filed a separate adversary proceeding

(No. 21-03095-KRH) (the “Reed Adversary Proceeding” and together with UnitedLex 

Adversary Proceeding, the “Two Adversary Proceedings ) against CVC as well as UnitedLex’s 

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Chief Executive Officer, Mr. Reed, and its Chief Financial Officer, Mr. Hinton. In the Reed 

Adversary Proceeding, I also asserted claims against Mr. Rosenfeld and Mr. Benson. In the 

Reed Adversary Proceeding, I asserted claims for, among other things, breach of fiduciary duty, 

statutory and common law conspiracy, and constructive fraud (the “Reed Adversary Claims”). 

11. Since the filing of the UnitedLex Adversary Proceeding, the Estate and the ULX

Defendants have been engaged in complex and substantial litigation, including a very active 

motions practice, as well as extensive discovery consisting of written discovery, the exchange of 

hundreds of thousands of pages of documents, depositions of more than a dozen witnesses 

(including myself), and the retention of various experts. In addition, throughout the ULX 

Adversary Proceeding, this Court entered several pre-trial orders governing the litigation 

between the Estate and the ULX Defendants. 

12.

3

 At the time, the only defendants in the case were United Lex and ULXP. ULX Manager was subsequently added 

as a defendant with the filing of the Amended Complaint. 

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13. On August 6, 2021, I, through counsel, filed a Motion for Leave to Amend

Complaint and to Modify Pretrial Scheduling Order (the “First Motion to Amend”) and on 

August 16, 2021 the ULX Defendants filed an Objection to the Trustee’s Motion for Leave to 

Amend Complaint and to Modify Pretrial Scheduling Order (the “Opposition to First Motion to 

Amend”). 

14. On August 24, 2021, this Court granted my Motion to Amend the Complaint

resulting in the filing a First Amended Complaint in the UnitedLex Adversary Proceeding on 

August 25, 2021 (the “Amended Complaint”), which added ULX Manager and Gary LeClair as 

defendants.4 

15. After the granting of the Motion to Amend, a two-week trial in the UnitedLex

Adversary Proceeding was scheduled to begin on April 14, 2022. 

16.

4

 The claims against Gary LeClair have since been resolved (the “D&O Settlement”) pursuant to an Order entered 

on December 3, 2021 granting a separate Motion for Approval of Compromise and Settlement and Memorandum of 

Law. 

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17. On January 28, 2022, the ULX Defendants filed a Motion for Summary Judgment

(the “Motion for Summary Judgement”) and associated documents, seeking to dismiss certain 

of the UnitedLex Claims. I opposed the Motion for Summary Judgment (the “Opposition to 

Summary Judgment”). On February 11, 2022, I, through counsel, filed a Motion for Leave to 

Amend the First Amended Complaint (the “Second Motion to Amend”) and associated 

documents under seal, which sought to add a single count of fraudulent inducement against 

UnitedLex and ULX Manager. The ULX Defendants opposed the Motion to Amend (the 

“Opposition to Second Motion to Amend”). At the request of the Mediator (as hereafter 

defined), this Court continued the hearings on both the Motion for Summary Judgment and the 

Second Motion to Amend to allow the Parties sufficient time to continue negotiations in an 

attempt to fully resolve the pending disputes between them. As such this Court has ruled on 

neither the Motion for Summary Judgment nor the Second Motion to Amend. 

18. On February 4, 2022, at the joint request of myself and the ULX Defendants, this

Court entered an Order in the United Lex Adversary Proceeding (the “Mediation Order”) 

appointing the Honorable Frank J. Santoro, the Chief Judge of the United States Bankruptcy 

Court for the Eastern District of Virginia, as the judicial mediator (the “Mediator”), to conduct a 

mediation (“Mediation”) among me, the ULX Defendants, Mr. Reed and Mr. Hinton in their 

individual capacities, and Travelers, “[u]nless otherwise ordered by the Mediator in the 

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Mediator’s sole discretion.” 

. 

19. Between February 4 and March 5, at the direction of the Mediator, I (personally

and/or through counsel), the ULX Defendants, Mr. Hinton, Mr. Reed, Travelers, and CNA 

participated in multiple lengthy conferences with the Mediator, exchanged mediation statements, 

and/or provided the Mediator with certain information and/or supplemental written submissions. 

20. On March 5 and March 6, 2022, I, along with the ULX Defendants, Mr. Hinton,

Mr. Reed, (all of whom I understood were represented by Greenberg Traurig

 Travelers, and CNA, their respective counsel, and the 

Mediator participated in a two-day in-person mediation in Richmond, Virginia. This initial 

mediation session lasted approximately a day and a half over a weekend but was ultimately 

terminated by the Mediator with specific instructions given to the participating mediation parties. 

21. On March 8, 2022, the Mediator entered the “Order Directing Defendants to

Produce Insurance-Related Information” (the “March 8 Insurance Order”). The March 8 

Insurance Order directed the ULX Defendants, Mr. Hinton and Mr. Reed to provide to me, 

among other things, 1) a “full and complete copy of any and all insurance policies (including but 

not limited to insurance policies of Defendants’ subsidiaries, parent companies, or affiliated 

companies) that may provide any coverage (in full or in part) for any judgments awarded against 

the [ULX Defendants] in this case, and/or against Mr. Hinton and/or Mr. Reed in the [Reed 

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Adversary Proceeding] and/or settlement amounts paid by any Defendants and/or by Mr. Hinton 

and/or Mr. Reed in this case and/or the [Reed Adversary Proceeding]; or any fees, costs, and 

expenses paid or incurred in this case by any Defendant, Mr. Hinton, and/or Mr. Reed in this 

case and/or the [Reed Adversary Proceeding]. Such policies should also include any policies to 

which any [ULX Defendant], Mr. Hinton, and/or Mr. Reed tendered coverage for the claims at 

issue herein or the [Reed Adversary Proceeding], including all excess policies regardless of the 

coverage position taken by the relevant insurance company”; and 2) “all coverage letters and/or 

denial of coverage letters from any insurance company regarding coverage under any of the 

policies provided [pursuant to the March 8 Insurance Order], including but not limited to 

coverage positions taken by the insurance company, and any non-privileged or otherwise 

protected response to such insurance company by the [ULX Defendants], Mr. Hinton, and/or Mr. 

Reed thereto.” 

22. Also on March 8, 2022, the Mediator entered an “Order Directing the Exchange

of Information Between the Defendants, Nicholas Hinton, Daniel Reed, the Insurance 

Companies and the Chapter 7 Trustee” (the “Information Exchange Order”). The Information 

Exchange Order required, among other things, the Estate to provide “the identity of the Trustee’s 

anticipated trial expert with respect to the damages the Trustee alleges were proximately caused 

by the [ULX Defendants, Mr. Reed and Mr. Hinton], as well as a summary of the expert’s 

opinions to date as to the amount of such alleged damages and the basis therefore (the 

“Trustee’s Damages Report”)” given expert reports had not been exchanged as the same were 

not yet due pursuant to this Court’s various pre-trial order. Additionally, the Information 

Exchange Order required the ULX Defendants, Mr. Reed, and Mr. Hinton to identify the ULX 

Defendants’ “anticipated expert as to damages, along with a summary of that expert’s opinions 

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to date rebutting the Trustee’s Damage Report.” Finally, the Information Exchange Order also 

directed that the ULX Defendants provide the Mediator for his “en camera review, their year-end 

financial statements for the last two years, as well as financial statements indicating their current 

financial condition.” 

23. On March 9, this Court entered an order that the trial in this matter be continued

until May 17 and also continued other pending motions in the ULX Adversary Proceeding. 

24.

25. Thereafter, the Mediator requested additional information from me

26. Quinn Emanuel reviewed and analyzed to 

determine how best to position the litigation to maximize the amount of recovery 

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Accordingly, the 

Estate, through Quinn Emanuel, was left with no other option but to conduct this 

 analysis on its own in order to aid the upcoming mediation discussions, as well as 

advise me on strategic decisions. 

27. In addition, in light of , the Estate, through primarily 

Quinn Emanuel, was forced to also devote significant resources during this time to research 

certain legal and damage theories to enable me to assert the strongest arguments for causes of 

actions (and associated damages) that 

. This was a careful and detailed exercise because Quinn Emanuel had to find pathways 

to proceed 

 this was a time-consuming, but critical, step, including extensive legal analysis, factual 

analysis, and work with experts. 

28. After additional extensive research and analysis, my counsel diligently provided

all information that was requested by the Mediator. The Estate, through Quinn Emanuel, also 

took steps to . In light of 

additional detailed analysis and information provided by my counsel to the Mediator, 

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. 

29. On April 13, 2022, after continued hard fought and arm’s-lengths negotiations, a

global and comprehensive proposal was made by the Mediator to fully and finally resolve all of 

the pending Claims in the Two Adversary Proceedings (the “Mediator’s Proposal”). At the 

direction of the Mediator, the Defendants and the Insurers had until no later than noon on April 

19, 2022 to (a) accept or reject the Mediator’s Proposal in total and (b) if accepted, provide 

specifics as to the manner, timing, and related security for payments and/or promises to pay 

(collectively, the “Settlement Payment Nuances”). 

30. The hearing on the Second Motion to Amend was to be heard by this Court at

11:00 a.m. on April 19, 2022. Approximately 30 minutes before that hearing, the Defendants and 

the Insurers agreed to the Mediator’s Proposal and provided the Settlement Payment Nuances. 

The Mediator immediately conveyed the same to my counsel with the instruction that I, before 

the 11:00 a.m. hearing, either accept or reject the Mediator’s Proposal (and related Settlement 

Payment Nuances) that had been accepted by the Defendants and the Insurers. In the exercise of 

my business judgement, I determined that the Mediator’s Proposal (and related Settlement 

Payment Nuances) was in the best interest of the Estate and, as such, accepted the same (the 

“Settlement”). Thereafter, the Mediator directed me, through counsel, to inform this Court at 

the impending hearing of the material terms of the Settlement. Thereafter, the material terms of 

the Settlement were set forth on the record at the April 19, 2022 hearing with the participation of 

counsel for the ULX Defendants, Mr. Hinton, and Mr. Reed. And, the hearing on the Second 

Motion to Amend was continued to allow time to document the Settlement. 

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a. Continental Payment: In consideration of the mutual releases, covenants,

representations, and undertakings, the Defendants, and the Insurers, Continental

shall pay the Estate a sum of five million dollars ($5,000,000) on or before the

Closing Date.

b. Columbia Payment: In consideration of the mutual releases, covenants,

representations, and undertakings, the Defendants, and the Insurers, Columbia shall

pay the Estate a sum of seven million two hundred and fifty thousand dollars

($7,250,000) on or before the Closing Date.

c. Travelers Payment: In consideration of the mutual releases, covenants,

representations, and undertakings, the Defendants, and the Insurers, Travelers shall

pay the Estate a sum of five hundred thousand dollars ($500,000) on or before the

Closing Date.

d. Defendants’ Payment and Pledge of Security: In consideration of the mutual

releases, covenants, representations, and undertakings, Defendants, the Defendants

5

 The summary set forth in this section is qualified by the specific provisions of the Settlement Agreement. To the 

extent there is any inconsistency between this summary and the Settlement Agreement, the Settlement Agreement 

governs. 

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31. In addition to the terms being articulated on the record at the April 19, 2022

hearing, the Settlement is further memorialized in a certain settlement agreement (the

“Settlement Agreement”). While I encourage creditors to review the Settlement Agreement for

the specific terms of the Settlement (creditors may obtain a copy of the same by written request 

to Paula S. Beran, Esquire at pberan@tb-lawfirm.com and written agreement to keep the terms of

the Settlement confidential) and a further understanding as to why the Settlement is in the best 

interest of the Estate, I perceive the following as the salient terms:5

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shall pay to the Estate a total sum of eight million two hundred and fifty thousand 

dollars ($8,250,000). This sum is scheduled to be paid in three installments. The 

first installment of at least two million dollars ($2,000,000) will be paid on or before 

the Closing Date. The second installment of three million dollars ($3,000,000) will 

be paid on or before the first anniversary of the Closing Date, and the third 

installment of three million two hundred and fifty thousand dollars ($3,250,000) 

will be paid on or before the second anniversary of the Closing Date. Both the 

Second Defendants’ Payment and the Third Defendants’ Payment are fully secured 

by Notes and Irrevocable Letters of Credit. 

e. Starr Policy Proceeds: As part of the Settlement Agreement, neither the

Defendants nor the Estate release Starr from any obligations under the Starr Policy.

If any of the Defendants receive any proceeds from Starr under the Starr Policy

related to this matter, the proceeds (net any costs of reasonable attorneys’ fees

incurred in pursuit of the collection of the proceeds) must be turned over and paid

to the Estate.

f. Waiver of Proofs of Claim: ULX Partners, LLC agrees to waive the ULX Partners

Proofs of Claim, the present value of which is estimated by the ULX Defendants

(and not me) to be $2.4 million.

g. Consensual Releases: The Settlement Agreement includes certain consensual

releases of Claims amongst the Parties.

h. Compensation of Counsel: Quinn Emanuel shall be entitled to receive 35% of the

Total Settlement Payment as provided in the Quinn Retention Order (the

“Contingency Payment”). In addition, the Settlement Agreement contemplates an

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additional payment of an amount not to exceed $3,150,000 (the “Improvident 

Payment”) to Quinn Emanuel. The Improvident Payment is subject to the Estate 

receiving the Total Settlement Payment and the Defendants do not object to the 

Improvident Payment. Furthermore, Quinn Emanuel provided necessary additional 

non-contingent services (the “Additional Services”) that arose from the Two 

Adversary Proceedings that otherwise would have been compensated on an hourly 

basis had I and Quinn Emanuel known all of the facts and circumstances regarding 

this matter. Notwithstanding the fact that Quinn Emanuel asserts that the value of 

the Additional Services exceeds the amount of the Improvident Payment, the 

Settlement Agreement provides that Quinn Emanuel agrees to limit the amount of 

the Improvident Payment to the lesser of $3,150,000 or such other amount 

otherwise approved by this Court. 

i. No admission of liability by any of the Parties

j. Dismissal: The Two Adversary Proceedings will be dismissed with prejudice.

32. The Settlement, as documented in the Settlement Agreement, was the product of

an arms-length negotiation, and globally resolves, on terms beneficial to the Estate, complicated 

litigation in the Two Adversary Proceedings, the continued pursuit of which would be costly and 

time consuming and pose the risk of an unfavorable result. 

33. I believe that the Settlement is fair, equitable, in the best interests of the Estate,

appropriate in my business judgment, and easily falls within the reasonable range of outcomes. 

As set forth above, the Settlement is the culmination of more than several months of negotiations 

among the parties, with the Mediator’s assistance and direction, and represents a global 

resolution of the Claims. I, in the exercise of my business judgment and in consultation with my 

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professionals and the Mediator, believe that the Settlement is a fair, reasonable, and responsible 

compromise and resulted in maximum value to the Estate for the reasons that follow. 

34. First, the Settlement is the result of extensive good faith and arms-length

negotiations among me, the Defendants, and the Insurers. It was aided and directed by the 

substantial participation and input of the Mediator and represents a result well above the lowest 

bound of the range of reasonableness. The Settlement is, in fact, the Mediator’s Proposal. This 

Settlement is not collusive and represents a fair compromise of the disputes. 

35. If the Court approves the 9019 Motion and authorizes me to enter into the

Settlement via the Settlement Agreement, the Estate will receive (i) fourteen million seven 

hundred fifty thousand dollars ($14,750,000) on or before the Closing Date; and (ii) an additional 

six million two hundred fifty thousand dollars ($6,250,000) after the Closing Date (collectively, 

the “Settlement Payment Cash Funds”). These amounts, which are a sum certain, are 

potentially greater than any recovery the Estate would ultimately receive even if the Two 

Adversary Proceedings proceeded to judgement and is well above the lowest bound of the range 

of reasonableness. In addition, there is a monetary value to the waiver of the ULX Partners Proof 

of Claims; however, the same is minimal and uncertain at this time given the status of the current 

claims pool in this Case. 

36. Second, both before and during the Mediation, I conducted due diligence on the

enforcement and ultimate collectability of potential judgments against the Defendants. 

Significantly, the majority of the Settlement Payment Funds are available on the Closing Date, 

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allowing me and my professionals to focus time and effort on other important matters in this 

Bankruptcy Case including but not limited to the review, analysis and resolution of alleged 

administrative expenses and pre-petition claims. 

37. Third, the consideration identified in the Settlement Agreement represents a fair

and reasonable compensation to the Estate for the Claims in light of the uncertainty and risk 

associated with time-consuming and expensive litigation that could result in an unfavorable 

outcome. Additional Estate resources that would have been spent on, among other things, a twoweek trial in the United Lex Adversary Proceeding, prosecuting the Reed Adversary Proceeding, 

and any associated appeals are preserved for the benefit of creditors. Given the scope and 

complexity of the United Lex Adversary Proceeding, I anticipated that the Reed Adversary 

Proceeding could have been equally time-consuming and complicated. Moreover, in agreeing to 

the releases provided for in the Settlement Agreement, we all contemplated the value of the 

Claims being released. 

38. Fourth, the Settlement as directed by the Mediator and memorialized in the

Settlement Agreement is fair and equitable to the Estate, its creditors, and other parties in 

interest. The value of the Settlement, which includes the Settlement Payment Cash Funds and 

the waiver of the ULX Partners Proof of Claims, represents a result well above the lowest bound 

of the range of reasonableness and does not prejudice other creditors or parties in interest. To 

the contrary, the Settlement should allow me to make a meaningful distribution to creditors, 

subject to of course the ultimate amount of allowed administrative expenses and pre-petition 

claims. Most importantly, the Settlement will allow the Estate to proceed towards a more 

expeditious resolution, rather than prolonged litigation (and potential appeals) in the Two 

Adversary Proceedings. 

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39. Finally, the Improvident Payment was unilaterally directed by the Mediator as

part of the Mediator’s Proposal as a material and integral term of the Settlement and as such is in 

the best interest of the Estate. Until receiving the Mediator’s Proposal, I had never heard 

mentioned or contemplated the Improvident Payment. Absent approval of the Settlement, I 

understand that Quinn Emanuel now would otherwise seek compensation on an hourly basis by 

the Estate in an amount that Quinn Emanuel estimated would exceed $3,150,000. Furthermore, 

Quinn Emanuel has agreed to limit the amount of the Improvident Payment to the lesser of 

$3,150,000 or an amount otherwise approved by this Court. As such, the Settlement provides a 

sum certain to be recovered by the Estate and defers to this Court as to the ultimate allowance of 

the Improvident Payment to Quinn Emanuel in an amount as determined by this Court but in no 

instance greater than $3,150,000. 

40. Therefore, for the foregoing reasons, I respectfully submit that the Settlement

satisfies the standards for approval under applicable law and that the Court should therefore 

approve the Settlement Agreement pursuant to section 105 of the Bankruptcy Code and 

Bankruptcy Rule 9019. 

41. I recognize that increasing compensation under section 328(a) of the Bankruptcy

Code is an extraordinary request. In the 25 years of serving as a Chapter 7 trustee, this is the first 

time that I have approved of any such request. In addition to the Improvident Payment being 

directed by the Mediator as a material and integral part of the Settlement in connection with his 

Mediator’s Proposal, I also maintain that Quinn Emanuel is entitled to the Improvident Payment 

pursuant to section 328(a) of the Bankruptcy Code. After all, the Improvident Payment was part 

of the Mediator’s Proposal and the Mediator, a sitting bankruptcy judge, would not have proposed 

anything that was contrary to the provisions of the Bankruptcy Code. And, the terms of the Quinn 

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Retention Order have proven to be improvident in view of circumstances in this matter that were 

not capable of being anticipated and thus the circumstances warrant compensation for Quinn 

Emmanuel that may be different from the compensation provided in the Quinn Retention Order. 

Neither Quinn Emanuel nor I could have anticipated certain developments in the United Lex 

Adversary Proceeding that required Quinn Emanuel to invest significantly more hours and 

expenses without any assurance of compensation. 

42. There were unique and unpredictable circumstances justifying the Improvident

Payment. While I was not privy to the exact circumstances the Mediator considered in unilaterally 

directing the Improvident Payment as part of the Mediator’s Proposal, the unanticipated 

circumstances 

were not capable of anticipation by either me or Quinn Emanuel at the time the Quinn Retention 

Order was entered by this Court. At the time the Quinn Retention Order was entered, neither I nor 

Quinn Emanuel were capable of anticipating that 

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 (collectively, the “Unforeseen Events”). These were all unique and unpredictable 

circumstances that justify the Improvident Payment and were not capable of being anticipated. 

Further, it was not possible for me or Quinn Emanuel to anticipate the resulting significant change 

of circumstances that fundamentally altered the trajectory of the Two Adversary Proceedings, 

including, among other things, the prosecution of the Claims and calculation of damages resulting 

therefrom. 

43. In furtherance of the Estate’s litigation strategy, I relied to the Estate’s detriment

on 

44. I understand that Quinn Emanuel will provide pertinent details to this Court

regarding the timekeepers, rates, hours, and other key information that will enable this Court to 

use its own gatekeeper function to meaningfully review and approve the reasonableness of the 

amount of the Improvident Payment that was unilaterally directed by the Mediator. Furthermore, 

I, in the exercise of my business judgment, believe the amount of the Improvident Payment to be 

reasonable given a) the same was part of the Mediator’s Proposal, b) my understanding of the time 

expended to persevere where others would have not, especially in consideration of the amount to 

now be recovered by the Estate and c) the amount of fees Quinn Emanuel actually incurred 

between , through April 19, 

2022, the date that the Settlement was put on the record. 

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45. My examination of the time expended by Quinn Emanuel to persevere where others

would have not revealed that the value of the Additional Services likely exceeds $3,150,000 as 

represented by Quinn Emanuel. First and foremost, a review of raw time records demonstrates 

$2,548,566 of value from February 4, 2022 (the point in time when the Parties sought joint 

mediation 

) through April 

19, 2022 (the date the Settlement was placed on this Court’s record). Additionally, the $2,548,566 

represents only the time billed by Quinn Emanuel to the UnitedLex Adversary Proceeding internal 

billing number I understand that there were other internal Quinn Emanuel billing numbers where 

time was recorded and certain of said time relates to Additional Services due to the Unforeseen 

Events. For example, there is a separate matter number whereby time was also recorded for items 

related to the UnitedLex Adversary Proceeding, such as to interview attorney defendant witnesses, 

obtain cooperation and, in the instance of one attorney, have him assist in a damages analysis as a 

result of the Unforeseen Events. I understand that the value of recorded hours to that separate 

matter number from February 4, 2022 through April 19, 2022 is approximately $235,000, bringing 

the estimated value of the Additional Services from $2,548,566 to $2,783,566. I also have 

confirmed that the value of the Additional Services is even greater during this time period because 

there became a point where certain timekeepers did not record their time because it was a 

contingency matter. For example, I reviewed the time records and confirmed that no time was 

recorded by the insurance expert at Quinn Emanuel for any services during the Mediation in April. 

I was in the room when there were multiple calls with her so I know she spent significant time on 

the matter but for which she recorded nothing on the Quinn Emanuel internal billing number for 

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the UnitedLex Adversary Proceeding. This is only one example that easily jumps out at me. In 

addition to the unrecorded time, the $2,783,566 amount attributed to the Additional Services is 

even greater because the services as currently recorded were billed at discounted rates. But for the 

Unforeseen Events causing extreme time constraints and forcing us to target all resources on 

preserving value for the Estate, there would have been a budget approval process for me to actually 

authorize Quinn Emanuel to perform additional services that were not included as part of the 

contingency aspect . I am confident that as part of that process, the budget 

would have included rates that were not discounted; removing a 10% discount results in a number 

of $3,061,922.60. Similarly, the time would have been based upon 2022 rates given Quinn 

Emanuel had the right under the Quinn Retention Order to increase its rates periodically but had 

not officially done so in January (since everything was contingent). In looking at just one 

individual (and there were over 25 timekeepers), said increased 2022 rates would have increased 

the value by approximately $24,000. So for all of these reasons, I in the exercise of my business 

judgment, believe that Quinn Emanuel’s representation that the value of the Additional Services 

exceeds $3,150,000 is reasonable and accurate. 

46. In addition to valuing the Additional Services that occurred because of the

Unforeseen Events, I also maintain that a reasonable person could conclude that another measure 

of the reasonableness of the amount of the Improvident Payment is the amount of fees Quinn 

Emanuel actually incurred between 

, through April 19, 2022, the date that the Settlement was put on the record. 

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 Based on 

raw time records that I have seen, the amount of fees Quinn Emanuel actually incurred between 

 and April 19, 2022 exceeds $3,150,000 by more than two fold.

47. I, in the exercise of my business judgment and in consultation with my

professionals, believe that the Settlement (a) is fair and equitable and in the best interests 

of the Estate and (b) results in maximum value to the Estate. 

48. 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: June 3, 2022 

 Richmond, Virginia 

By: /s/ Lynn L. Tavenner

Lynn L. Tavenner, Chapter 7 Trustee 

Respectfully submitted, 

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE 

Dated: June 3, 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 3rd day of June 2022, a true copy of the foregoing Declaration was 

filed under seal pending this Court’s final ruling on the request by the United Lex Defendants to 

seal aspects of the 9019 Motion. Thereafter, the foregoing Declaration will be served as 

provided in said ruling. 

/s/ Paula S. Beran 

Paula S. Beran, Esquire 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

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