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.

LeClairRyan, PLLC,1 19-34574-KRH

Debtor Chapter 7

TRUSTEE’S THIRTEENTH SUPPLEMENT TO HER MOTION FOR AUTHORITY

TO OPERATE CERTAIN ASPECTS OF THE DEBTOR’S BUSINESS

FOR A LIMITED PERIOD AND MEMORANDUM IN SUPPORT THEREOF

Lynn L. Tavenner, Trustee, and not individually but solely in her 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”) hereby files her thirteenth supplement (the “Thirteenth

Supplement”), by counsel, to her Motion for Immediate Authority to Operate Certain Aspects of 

Debtor’s Business for a Limited Period and to Shorten Notice Thereof, and Memorandum in 

Support Thereof (the “Operation Motion”), ECF No. 144, which Operation Motion was filed 

pursuant to 11 U.S.C. §§ 363(b), (f), and 721, and Rules 2002, 4001, and 6004 of the Federal Rules 

of Bankruptcy Procedure (the “Bankruptcy Rules,” and each individually a “Bankruptcy Rule”). 

This Court granted the Operation Motion pursuant to the Interim Order Authorizing Trustee to 

Operate Certain Aspects of Debtor’s Business for a Limited Period (the “Immediate Authority 

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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Order”), ECF No. 155. Following entry of the Immediate Authority Order the Trustee, by counsel, 

filed additional supplements (ECF Nos. 165, 290, 359, 432, 535, 598, 710, 791, 920, 1048, 1144, 

and 1426) which the Court granted by entry of additional Orders (ECF Nos. 196, 313, 396, 452, 

551, 619, 725, 805, 955 1065, and 1181, collectively, the “Authority Orders”). Consistent with 

the Operation Motion and the Authority Orders, this Thirteenth Supplement seeks authority, based 

upon her business judgment that it is in the best interest of the Estate, to further continue to operate 

certain aspects of the Debtor’s business for a limited period and, in support thereof, states as 

follows: 

JURISDICTION

1. The United States Bankruptcy Court for the Eastern District of Virginia (the 

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing 

Order of Reference from the United States District Court for the Eastern District of Virginia, dated 

August 15, 1984. 

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

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

Background 

4. On September 3, 2019 (the “Petition Date”), the Debtor filed for relief under 

Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy 

Code”). Pursuant to §§ 1007 and 1108 of the Bankruptcy Code, the Debtor operated as a debtorin-possession. 

5. Per agreement between the Debtor, the United States Trustee, and ABL Alliance, 

LLLP (the “Lender”), the Debtor’s bankruptcy case was converted to a case under Chapter 7 of 

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the Bankruptcy Code on October 4, 2019 (the “Conversion Date”). Upon conversion, Lynn L. 

Tavenner was appointed interim trustee, and no trustee having been elected at the meeting of 

creditors, she continues to serve as trustee. 

6. On the Conversion Date, the Trustee filed the Trustee’s Motion for Use of Cash 

Collateral and Grant of Adequate Protection Related Thereto and Memorandum in Support 

Thereof (the “Cash Collateral Motion”). ECF No. 143. As indicated in the Cash Collateral 

Motion, the Lender agreed that the Trustee, on behalf of the Estate, may use under certain terms 

and conditions cash collateral to pay delineated expenses related to the Wind-down Operations (as 

hereafter defined). Thereafter, the Court granted the relief sought in the Cash Collateral Motion 

pursuant to the Chapter 7 Trustee’s First Interim Order (I) Authorizing Use of Prepetition Secured 

Lenders’ Cash Collateral Pursuant to 11 U.S.C. §§ 361 and 363, and (II) Granting Adequate 

Protection and Related Relief to Prepetition Senior Secured Lenders, ECF No. 151. This 

authority, as modified by the Trustee’s request (ECF Nos. 645 and 667) was extended through 

numerous additional orders (ECF Nos. 191, 255, 339, 387, 453, 550, 617, and 682). 

Relief Requested

7. In this Thirteenth Supplement, the Trustee requests authority to further continue to 

operate certain aspects of the Debtor’s business through and including June 30, 2022. She requests 

that the same be done in a two-step process with a bridge order to January 31, 2023 and thereafter 

an order extending the authority to June 30, 2023.2

 The Office of the United States Trustee has no 

objection to extending the authority to June 30, 2023. 

2 While this Court verbally extended the Trustee’s authority to and through December 31, 2022, due to an error of 

counsel for the Trustee, the proposed order endorsed by the Office of the United States Trustee was never entered. 

Given that this error was recently discovered and therefore there is nothing on the Court’s docket providing for 

procedures to object to the relief requested herein (other than the proposed form of order), the Trustee, out an 

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8. As this Court is aware, as of the Conversion Date, the Debtor was winding down 

its affairs in an orderly fashion, which fashion involved operating certain aspects of its business. 

These operations included, but were not limited to, the (a) reconciliation, resolution, and collection 

of accounts receivable, (b) transition of client files and other related information to respective 

clients, replacement attorneys, and/or queues for destruction, (c) continued utilization of prepetition bank accounts, cash management systems, IT systems, and/or payroll processing entities, 

(d) disposition of other Estate assets, and (e) maintenance of all insurance (the “Wind-down

Operations”). The Wind-down Operations were performed by employees, independent 

contractors, consultants, and/or agents (collectively, the “Wind-down Team” and each a 

“Member of the Wind-down Team”). Before the Petition Date, the Debtor, through attorneys 

within its employ,3 provided legal advice and related services (the “Legal Services”) to numerous 

clients. After the Petition Date, the Debtor also may have provided limited Legal Services.

9. Since the Conversion Date, the Trustee has continued many aspects of the Winddown Operations (and where appropriate has utilized certain members of the Wind-down Team as 

independent contractors for the Estate) to effectuate an orderly liquidation pursuant to the 

Authority Orders. As such, the Trustee has:

a. Worked with members of the Wind-down Team, her counsel, and the Lender in the 

reconciliation, resolution, and collection of accounts receivable, and as a result, 

known amounts due and owing to the Lender, were, with the exception of potential 

abundance of caution, proceeds under the two-step process to provide additional notice and an opportunity to be heard. 3 This “employment” characterization is simply used to describe the Debtor’s business and is not intended to ascribe 

any type of legal connotation to the relation between the Debtor and any attorney that the Debtor held out to the public 

as a LeClairRyan attorney.

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legal fees, completely satisfied.4 Said process involved, at the Trustee’s request, 

see Motion for an Order Establishing Procedures Regarding the Collection of 

Accounts Receivable and Memorandum in Support Thereof (the “AR Procedures 

Motion”), ECF No. 343, Court approved, see ECF No. 386 (the “AR Procedures 

Order”) collection and litigation procedures. The Trustee also identified a subset 

of the remaining portfolio of accounts receivable, which, unfortunately, contained 

a large number of smaller balances owed from individuals and entities spread across 

the country (and in some instances internationally) (the “Small Portfolio”). After 

due diligence and pursuant to Trustee’s Motion For An Order Authorizing The 

Sale/Transfer Of The Estate’s Interest In Designated Accounts Receivable And 

Memorandum In Support Thereof, ECF No. 850, which was approved by Court 

Order at ECF No. 913, the Trustee worked with her professionals to finalize the 

sale of the Small Portfolio. This sale requires various, periodic reconciliations The 

Trustee, with the assistance of her counsel, also continues to work on the remaining 

AR in the portfolio.

b. Consulted with members of the Wind-down Team and others to improve the 

process for the transition of client files and other related information to respective 

clients, replacement attorneys, and/or queues for destruction, as well as 

implemented processes related to the same, and as a result, all of the files that were 

requested within the time period of the Court approved process have been 

4 The Trustee understands that said legal fees may have continued to accrue as a result of a sub poena from third 

parties but has to date received no additional invoices.

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transferred, and the Trustee continues to try to accommodate additional requests so 

long as the same does not require significant resources of the Estate; furthermore, 

the destruction process has continued.

c. With the assistance of her professionals and members of the Wind-down Team, 

designed and implemented a process to address post-petition segregated funds 

related to client costs through her two motions (ECF Nos. 34 and 1614) , as 

approved by Orders of this Court (ECF Nos. 383 and 1639); see also List of Claims 

in Post-Petition Segregated Funds (ECF Nos. 425 and 1686). The Trustee with the 

assistance of her professionals and members of the Wind-down Team continues to 

assess the validity of claims filed in connection with such Court approved 

procedures. The Trustee has also developed a framework to address pre-petition 

segregated funds related to client costs. Furthermore, after vetting with certain of 

her professionals and members of her Winddown Team, requested (ECF No. 1650) 

from this Court an appropriate mechanism to address funds held in an account 

designated as an IOLTA account.

d. The Trustee, with the assistance of her counsel, sought and obtained this Court’s 

authority to employ special counsel (Foley & Lardner LLP (“Foley”) (ECF No. 

330), and thereafter, for reasons previously explained to this Court in numerous 

documents, Quinn Emmanuel Urquhart & Sullivan, LLP (“Quinn Emmanuel”), 

(ECF No. 908) to assist the Trustee in her research, investigation, and prosecution 

of various causes of actions/claims. This process involved, at the request of the 

Trustee (ECF No. 345 (the “NFA Procedures Motion”) and ECF No. 457 (the 

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“FAO Procedures Motion”)), procedures approved by this Court (ECF No. 385, 

(the “NFA Procedures Order”) ECF Nos. 533, 929, and 982 (collectively, the 

“FAO Procedures Order”)). Pursuant to the authority granted to the Trustee in 

the NFA Procedures Order and the FAO Procedures Order, the Trustee made 

demand on several hundred Persons, moved forward with settlement conferences 

and/or mediations with mediators approved/appointed by this Court, and initiated 

over fifty-five lawsuits. Other than a couple in continued settlement discussions 

and one matter that is set for trial in the late Winter of 2023, all other items have 

been resolved or otherwise addressed. 

e. With the completion of the administration of Estate assets in sight, the Trustee’s 

primary focus turned to the claims resolution process. Claims filed against the 

Estate include, but are not limited to, professional liability claims. In fact, the two 

largest claims filed in this Case are legal malpractice claims which comprise over 

90% of the claims pool amount. As such, the Trustee, with the assistance of her 

counsel, sought (ECF Nos. 1625 and 1626) and obtained this Court’s authority to 

employ special counsel in the form of coverage counsel (ECF No. 1642) and

professional liability defense counsel (ECF No. 1641). And as a result, a claim in 

the amount of $28,000,000 has already been withdrawn. 

f. Addressed tax items/issues, including but not limited to (a) preparing and filing the 

2019 tax returns as instructed by her professionals and (b) preparing and filing the 

2020 and 2021 tax returns with the assistance of her professionals.. Also, with the 

assistance of her professionals and Wind-down team, the Trustee located certain of 

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the information request by the IRS in conjunction with a 2018 IRS audit related to 

the Debtor’s filing of a federal tax return for the portion of the calendar tax year 

where the Debtor operated as a Virginia professional corporation prior to its filing 

of Articles of Conversion with the State Corporation Commission of Virginia in 

early March 2018. In connection with the same, the Trustee, through counsel, filed 

a Motion For An Order Authorizing The Execution Of Notices Of Proposed 

Adjustments And Memorandum In Support Thereof at ECF No. 914, seeking 

authority to execute the Notices of Proposed Adjustments requested by the IRS as 

based upon its findings from the 2018 audit. Said motion was granted by Court 

Order, ECF. No. 947. The Trustee continues to address continuing related tax and 

operational items, including those addressed in this Court’s Memorandum Opinion

and related rulings at ECF Nos. 1301, 1302, 1311 and 1313 and ongoing appeals to 

the United States District Court.

g. Addressed items/issues related to retirement vehicles, including but not limited to 

having a 2018 and 2019 audit performed and in connection with the submission of 

2018 and 2019 Form 5500 year. She also continues to correspond with various 

former participants. 

h. Consulted with members of the Wind-down Team and others regarding efficient 

utilization of pre-petition bank accounts, cash management systems, IT systems, 

and/or payroll processing entities and implemented processes related to the same.

She continues to access and maintain as needed for ongoing operations. 

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i. Addressed operational issues including but not limited to those related to ongoing 

operational infrastructure needs.

j. Addressed items related to disposition of other Estate assets.

k. Reviewed and addressed insurance items.

l. Addressed other items related to the preservation of Estate assets, including but not 

limited to continued efforts to identify executory contracts and leases.

m. Corresponded with numerous creditors and former members regarding the Case and 

addressed certain concerns or other inquiries raised by the same.

n. Investigated other potential Estate assets.

o. Obtained an administrative bar date and reviewed and addressed, with the 

assistance of her professionals as needed, administrative claims as filed.

p. Reviewed and assessed, with the assistance of her professionals as needed, the 

merits of certain general unsecured claims though such process is in the initial 

stage.

q. Provided periodic reports to the Court and the Office of the United States Trustee.

10. Neither the Trustee nor her professionals have engaged or will engage in any Legal 

Services on behalf of the Debtor.

11. Based on her efforts to date and the status of operational and related items, the 

Trustee, in the exercise of her business judgment, believes it is in the best interest of the Estate to 

continue the Wind-down Operations.

WHEREFORE, the Trustee respectfully requests that the Court enter three orders: (1) the 

proposed order attached to the Trustee’s Twelfth Supplement to Her Motion for Immediate 

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Authority to Operate Certain Aspects of Debtor’s Business for a Limited Period and to Shorten 

Notice Thereof, and Memorandum in Support Thereof (which order was endorsed by the Office of 

the United States Trustee) with paragraph 7 deleted; (2) a bridge order authorizing the Trustee to 

continue to conduct the Wind-down Operations through January 31, 2023 and setting a continued 

hearing on January 24, 2023, with an objection deadline of January 20, 2023; and (3) the order 

attached hereto as Exhibit A, authorizing the Trustee to continue to conduct the Wind-down 

Operations through June 30, 2023, setting a continued hearing in June of 2023, and granting such 

other and further relief as is just and appropriate under the circumstances. 

Respectfully submitted,

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: December 19, 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 

Telecopier: (804) 783-0178 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

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CERTIFICATE OF SERVICE

Pursuant to the Authority Orders, I certify that on this 19th day of December 2022, a true 

copy of the foregoing Thirteenth Supplement was sent electronically to:

Kathryn R. Montgomery

Shannon F. Pecoraro 

Department of Justice

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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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.

LeClairRyan, PLLC,1 19-34574-KRH

Debtor Chapter 7

THIRTEENTH SUPPLEMENTAL ORDER AUTHORIZING

TRUSTEE TO CONTINUE TO OPERATE CERTAIN ASPECTS

OF DEBTOR’S BUSINESS FOR A LIMITED PERIOD

This matter came before the Court upon the Motion for Authority to Operate Certain 

Aspects of Debtor’s Business for a Limited Period and Memorandum in Support Thereof (the 

“Operation Motion”), ECF No. 144. This Court granted the Operation Motion pursuant to the 

Interim Order Authorizing Trustee to Operate Certain Aspects of Debtor’s Business for a Limited 

Period (the “Immediate Authority Order”), ECF No. 155. Following entry of the Immediate 

Authority Order the Trustee, by counsel, filed additional supplements (ECF Nos. 165, 290, 359, 

432, 535, 598, 710, 791, 920, 1048, 1144, and 1426) which the Court granted by entry of additional 

Orders (ECF Nos. 196, 313, 396, 452, 551, 619, 725, 805, 955, 1065, 1181, ____, and ____ 

(collectively, the “Authority Orders”). Consistent with the Operation Motion and the Authority 

Orders, the Thirteenth Supplement sought authority to further continue to operate certain aspects 

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. 

Exhibit A

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of the Debtor’s business for a limited period.

IT APPEARING that the Court previously entered the Authority Orders finding that proper 

notice of the Operation Motion was given to all necessary parties under the circumstances; and 

that the relief sought in the Operation Motion was just and proper and in the best interest of the 

Estate; and

IT ALSO APPEARING THAT the relief sought in the Thirteenth Supplement is in the best 

interest of the Estate and supported by the business judgment of the Trustee; and that notice of the 

Thirteenth Supplement was proper pursuant to the Authority Orders; and for good cause shown, it 

is hereby: 

ORDERED, ADJUDGED AND DECREED that:

1. The Operations Motion, as modified by the Supplements is hereby GRANTED.

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

them in the Thirteenth Supplement.

3. The Trustee is authorized, pursuant to § 721 of the Bankruptcy Code, to continue 

to operate the Wind-down Operations until June 30, 2022, for the purpose of accomplishing tasks 

for an orderly liquidation of the Estate’s assets and winding up the Estate’s affairs in an efficient 

and effective manner.

4. The Trustee is hereby granted all necessary authority and permitted to take all 

requisite actions to effectuate the terms of this Order including but not limited to (a) paying the 

expenses of the Wind-down Operations consistent with any additional order entered granting the 

Cash Collateral Motion; and (b) utilizing any and all Members of the Wind-down Team consistent 

with any additional order entered granting the Cash Collateral Motion.

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5. Neither the Trustee nor her professionals shall have any obligation to provide Legal 

Services to any of the Debtor’s former clients. Furthermore, in the context of this Case, neither the 

Trustee nor her professionals shall provide Legal Services to any of the Debtor’s former clients.

6. To the extent the Trustee desires to hire any additional professional she shall do so 

under appropriate application and related order pursuant to 11 U.S.C. §§ 327 and 328, as necessary.

7. A continued final hearing on the Operations Motion shall be heard on the Omni 

Hearing date in June of 2023 (the “June Omni Hearing Date”) as will be further delineated on 

this Court’s docket. To the extent the Trustee desires to continue to operate the specific aspects of 

the Debtor’s former business, and therefore continue said hearing, she shall file an additional 

supplement on or before 3 days prior to the June Omni Hearing Date. Any objection to the same 

shall be filed with this Court on or before 1 day prior to the June Omni Hearing Date.

ENTERED:

UNITED STATES BANKRUPTCY JUDGE

I ask for this:

______________________________________

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:

____________________________________

Kathryn R. Montgomery (Va. Bar No. 42380)

Shannon F. Pecoraro (Va. Bar No. 46864)

Department of Justice

Office of the United States Trustee

701 East Broad Street, Suite 4304

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Richmond, Virginia 23219 

Tel: (804) 771-2310 

Fax: (804) 771-2330 

Local Rule 9022-1 Certification

I hereby certify that, pursuant to Local Rule 9022-1, the foregoing proposed Order has 

either been served upon and/or endorsed by all necessary parties. 

 

Counsel for Lynn L. Tavenner, Chapter 7 Trustee

Service List for Entered Order

Kathryn R. Montgomery, Esquire 

Office of the United States Trustee

701 East Broad Street, Room 4304 

Richmond, Virginia 23219 

Paula S. Beran, Esquire 

Tavenner & Beran, PLC

20 North Eighth Street, Second Floor 

Richmond, VA 23219 

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