Michael E. Hastings, Esq. (VSB No. 36090) 

Woods Rogers PLC 

10 S. Jefferson Street, Suite 1800 

Roanoke, Virginia 24011 

Phone: (540) 983-7568 

Fax: (540) 983-7711 

mhastings@woodsrogers.com

Counsel for Rodney K. Adams, John T. Jessee, 

Paul C. Kuhnel, and Andrew K. Clark 1

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

Richmond Division

In re: Case No. 

LeClairRyan PLLC, 19-34574-KRH 

Debtor. Chapter 7 

RODNEY K. ADAMS, JOHN T. JESSEE, PAUL C. KUHNEL, 

AND ANDREW K. CLARK’S JOINDER TO GARY D. LECLAIR’S 

MOTION TO AMEND DEBTOR’S EQUITY SECURITY HOLDERS 

LIST PURSUANT TO BANKRUPTCY RULE 1009(A) 

Rodney K. Adams, John T. Jessee, Paul C. Kuhnel, and Andrew K. Clark (collectively, the 

“Joiners”), by counsel, hereby bring this Joinder (the “Joinder”) to Gary D. LeClair’s Motion to 

Amend Debtor’s Equity Security Holders List Pursuant to Bankruptcy Rule 1009(a) (the “GDL

Motion”) (Docket No. 1217) and request the same relief. 

Procedural History

1. On September 3, 2019 (the “Petition Date”), LeClairRyan, PLLC (“Debtor”) filed 

a petition for relief under Chapter 11 of the Bankruptcy Code. 

2. On September 17, 2019, the Debtor filed the ESH List (Docket No. 79) (the “ESH 

List”), pursuant to Bankr. Rule 1007(a)(3), which included the names and other information of the 

Joiners as equity security holders. 

3. The Debtor’s case was converted to a Chapter 7 pursuant to an order of this Court 

dated October 4, 2019. 

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4. Following the conversion, the Trustee was appointed as trustee. 

5. On February 14, 2022, Gary D. LeClair filed the GDL Motion.

Factual Background 

6. Like Mr. LeClair, as of the Petition date, the Joiners were not equity security 

holders of the Debtor. The Joiners had, by the Petition Date, resigned from the Debtor and, by 

operation of the Fourth Amended and Restated Shareholders Agreement of LeClairRyan, a 

Professional Corporation and Operating Agreement of LeClairRyan PLLC dated as of February 

27, 20181 (the “Operating Agreement”), became “Transferring Members” who no longer had any 

equity interest in the Debtor. 

7. Attached as Exhibit A is the Declaration of Rodney K. Adams in support of the 

conclusion that Mr. Adams should not be included on the ESH List. 

8. Mr. Adams retired from the Debtor effective August 31, 2019; therefore, he was no 

longer a member as of that date. By operation of the Operating Agreement, Mr. Adams was forced 

to sell and the Debtor was forced to purchase and take title to Mr. Adams’ shares on August 31, 

2019. Mr. Adams hereby requests the Court to order the Debtor to amend the ESH List to reflect 

that Mr. Adams was not an equity security holder as of the Petition Date and is not a current equity 

security holder. 

9. Attached as Exhibit B is the Declaration of John T. Jessee in support of the 

conclusion that Mr. Jessee should not be included on the ESH List. 

10. Mr. Jessee terminated his employment with the Debtor on August 18, 2019; 

therefore, he was no longer a member as of that date. By operation of the Operating Agreement, 

Mr. Jessee was forced to sell and the Debtor was forced to purchase and take title to Mr. Jessee’s 

 

1

 Described in detail in paragraphs 17-25 of the GDL Motion. 

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shares on August 18, 2019. Mr. Jessee hereby requests the Court to order the Debtor to amend the 

ESH List to reflect that Mr. Jessee was not an equity security holder as of the Petition Date and is 

not a current equity security holder. 

11. Attached as Exhibit C is the Declaration of Paul C. Kuhnel in support of the 

conclusion that Mr. Kuhnel should not be included on the ESH List. 

12. Mr. Kuhnel terminated his employment with the Debtor on August 18, 2019; 

therefore, he was no longer a member as of that date. By operation of the Operating Agreement, 

Mr. Kuhnel was forced to sell and the Debtor was forced to purchase and take title to Mr. Kuhnel’s 

shares on August 18, 2019. Mr. Kuhnel requests the Court to order the Debtor to amend the ESH 

List to reflect that Mr. Kuhnel was not an equity security holder as of the Petition Date and is not 

a current equity security holder. 

13. Attached as Exhibit D is the Declaration of Andrew K. Clark in support of the 

conclusion that Mr. Clark should not be included on the ESH List. 

14. Mr. Clark terminated his employment with the Debtor on August 16, 2019; 

therefore, he was no longer a member as of that date. By operation of the Operating Agreement, 

Mr. Clark was forced to sell and the Debtor was forced to purchase and take title to Mr. Clark’s 

shares on August 16, 2019. Mr. Clark hereby requests the Court to order the Debtor to amend the 

ESH List to reflect that Mr. Clark was not an equity security holder as of the Petition Date and is 

not a current equity security holder. 

Legal Authority

15. The Joiners incorporate and join in the arguments and legal citations set forth in ⁋⁋

33-45 of the GDL Motion. 

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16. The GDL Motion limits the relief requested to the removal of Mr. LeClair from the 

ESH List to reflect that he was not an equity security holder on September 3, 2019. See GDL 

Motion, at p. 11. 

17. For the reasons articulated in the GDL Motion and herein, and pursuant to 

Bankruptcy Rule 1009(a), the Debtor should be ordered to amend the ESH List to remove the 

Joiners from the ESH List. 

Reservation of Rights

18. The Joiners reserve their rights to supplement this Joinder and to make such other 

requests for relief as they deem necessary or appropriate. 

WHEREFORE, the Joiners join the GDL Motion and respectfully requests that this Court 

enter an Order compelling the Debtor to likewise remove the Joiners from the ESH List. 

Dated: March 7, 2022 Respectfully submitted, 

RODNEY K. ADAMS, JOHN T. JESSEE, 

PAUL C. KUHNEL, AND ANDREW K. CLARK 

By: /s/ Michael E. Hastings 

Of Counsel 

Michael E. Hastings, Esq. (VSB No. 36090) 

Woods Rogers PLC 

10 S. Jefferson Street, Suite 1800 

Roanoke, Virginia 24011 

Phone: (540) 983-7568 

Fax: (540) 983-7711 

mhastings@woodsrogers.com

 

Counsel for the Joiners 

CERTIFICATE OF SERVICE 

I hereby certify that on March 7, 2022, a true and correct copy of the foregoing document 

was filed with the Court through the CM/ECF system which will send notification of such filing 

to all counsel of record. 

 /s/ Michael E. Hastings 

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EXHIBIT A 

DECLARATION OF RODNEY K. ADAMS IN SUPPORT OF JOINDER TO GARY D. 

LECLAIR’S MOTION TO AMEND DEBTOR’S EQUITY SECURITY HOLDERS LIST 

PURSUANT TO BANKRUPTCY RULE 1009(A) 

RODNEY K. ADAMS states the following as his Declaration: 

1. I am over the age of eighteen (18) and am competent to testify to the matters 

contained in this Declaration which are stated by my own personal knowledge. 

2. I am a former member of LeClairRyan PLLC, the debtor in bankruptcy case 19-

34574-KRH pending in the Eastern District of Virginia Richmond Division. 

3. On June 26, 2018, I retired from LeClairRyan PLLC. My retirement from 

employment with LeClairRyan PLLC was effective August 31, 2019. Due to my retirement, all 

shares I owned in LeClairRyan PLLC were deemed sold and transferred to LeClairRyan PLLC as 

of the effective retirement date of August 31, 2019. 

4. As a result, effective August 31, 2019, I am no longer a shareholder or member of 

LeClairRyan PLLC. I have acquired no new shares and have no other equity interest in 

LeClairRyan PLLC. 

5. I hereby certify under penalties of perjury that the foregoing statements made by 

me are true and correct. 

This completes my Declaration. 

Executed on March 7, 2022 

RODNEY K. ADAMS 

/s/ Rodney K. Adams 

 

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EXHIBIT B 

DECLARATION OF JOHN T. JESSEE IN SUPPORT OF JOINDER TO GARY D. 

LECLAIR’S MOTION TO AMEND DEBTOR’S EQUITY SECURITY HOLDERS LIST 

PURSUANT TO BANKRUPTCY RULE 1009(A) 

JOHN T. JESSEE states the following as his Declaration: 

1. I am over the age of eighteen (18) and am competent to testify to the matters 

contained in this Declaration which are stated by my own personal knowledge. 

2. I am a former member of LeClairRyan PLLC, the debtor in bankruptcy case 19-

34574-KRH pending in the Eastern District of Virginia Richmond Division. 

3. Effective August 18, 2019, I resigned my position with LeClairRyan PLLC and my 

employment with LeClairRyan PLLC was terminated. 

4. As a result of terminating my employment with LeClairRyan PLLC, by operation 

of the Fourth Amended and Restated Shareholders Agreement of LeClairRyan, a Professional 

Corporation and Operating Agreement of LeClairRyan PLLC dated as of February 27, 2018, 

LeClairRyan PLLC bought and took legal title to all shares I owned in LeClairRyan PLLC 

effective August 18, 2019. 

5. As a result, effective August 18, 2019, I am no longer a shareholder or member of 

LeClairRyan PLLC. I have acquired no new shares and have no other equity interest in 

LeClairRyan PLLC. 

6. I hereby certify under penalties of perjury that the foregoing statements made by 

me are true and correct. 

This completes my Declaration. 

Executed on March 7, 2022 

JOHN T. JESSEE 

/s/ John T. Jessee 

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EXHIBIT C 

DECLARATION OF PAUL C. KUHNEL IN SUPPORT OF JOINDER TO GARY D. 

LECLAIR’S MOTION TO AMEND DEBTOR’S EQUITY SECURITY HOLDERS LIST 

PURSUANT TO BANKRUPTCY RULE 1009(A) 

PAUL C. KUHNEL states the following as his Declaration: 

1. I am over the age of eighteen (18) and am competent to testify to the matters 

contained in this Declaration which are stated by my own personal knowledge. 

2. I am a former member of LeClairRyan PLLC, the debtor in bankruptcy case 19-

34574-KRH pending in the Eastern District of Virginia Richmond Division. 

3. Effective August 18, 2019, I resigned my position with LeClairRyan PLLC and my 

employment with LeClairRyan PLLC was terminated. 

4. As a result of terminating my employment with LeClairRyan PLLC, by operation 

of the Fourth Amended and Restated Shareholders Agreement of LeClairRyan, a Professional 

Corporation and Operating Agreement of LeClairRyan PLLC dated as of February 27, 2018, 

LeClairRyan PLLC bought and took legal title to all shares I owned in LeClairRyan PLLC 

effective August 18, 2019. 

5. As a result, effective August 18, 2019, I am no longer a shareholder or member of 

LeClairRyan PLLC. I have acquired no new shares and have no other equity interest in 

LeClairRyan PLLC. 

6. I hereby certify under penalties of perjury that the foregoing statements made by 

me are true and correct. 

This completes my Declaration. 

Executed on March 7, 2022 

PAUL C. KUHNEL 

/s/ Paul C. Kuhnel 

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EXHIBIT D 

DECLARATION OF ANDREW K. CLARK IN SUPPORT OF JOINDER TO GARY D. 

LECLAIR’S MOTION TO AMEND DEBTOR’S EQUITY SECURITY HOLDERS LIST 

PURSUANT TO BANKRUPTCY RULE 1009(A) 

ANDREW K. CLARK states the following as his Declaration: 

1. I am over the age of eighteen (18) and am competent to testify to the matters 

contained in this Declaration which are stated by my own personal knowledge. 

2. I am a former member of LeClairRyan PLLC, the debtor in bankruptcy case 19-

34574-KRH pending in the Eastern District of Virginia Richmond Division. 

3. On August 12, 2019, I communicated my resignation from LeClairRyan PLLC. 

Termination of my employment with LeClairRyan PLLC was effective August 16, 2019. 

4. As a result of terminating my employment with LeClairRyan PLLC, by operation 

of the Fourth Amended and Restated Shareholders Agreement of LeClairRyan, a Professional 

Corporation and Operating Agreement of LeClairRyan PLLC dated as of February 27, 2018, 

LeClairRyan PLLC bought and took legal title to all shares I owned in LeClairRyan PLLC 

effective August 16, 2019. 

5. As a result, effective August 16, 2019, I am no longer a shareholder or member of 

LeClairRyan PLLC. I have acquired no new shares and have no other equity interest in 

LeClairRyan PLLC. 

6. I hereby certify under penalties of perjury that the foregoing statements made by 

me are true and correct. 

This completes my Declaration. 

Executed on March 7, 2022 

ANDREW K. CLARK 

/s/ Andrew K. Clark 

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