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

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

 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

WITNESS LIST AND RELATED DECLARATION

In accordance with Richmond General Order 22-2 and this Court’s Order at ECF 1687, 

Lynn L. Tavenner, Trustee, 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 above-referenced 

Chapter 7 case (the “Case”) hereby files, by counsel, a witness list and related declaration. 

WITNESS LIST

In support of the relief requested in the items designated on the Proposed Hearing 

Agenda [ECF No. 1691], the Trustee submits the following list: 

1. Lynn L. Tavenner, Chapter 7 Trustee

DECLARATION OF LYNN L. TAVENNER, TRUSTEE

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

Trustee of the LeClair Ryan Estate, 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 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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1. I am the duly appointed Chapter 7 Trustee in the LeClairRyan Case. 

2. I submit this declaration in support of the (1) Sixth Application for Compensation 

for Quinn Emanuel as Attorney, [ECF No. 1670]; (2) First Application of Merritt Law, PLLC for 

Allowance of Compensation and Expense Reimbursement as Special Counsel to the Chapter 7 

Trustee, [ECF No. 1678]; (3) Eighth Application of Barry Strickland & Company, CPA for 

Allowance of Compensation and Expense Reimbursement as Special Counsel to the Chapter 7 

Trustee, [ECF No. 1672]; (4) Application for Compensation for Tavenner & Beran, PLC as 

Counsel for the Chapter 7 Trustee, [ECF No. 1677] (collectively, the “Applications” and each 

an “Application”); (5) Eleventh Motion for Entry of Further Order Extending the Chapter 7 

Trustee’s Time to Assume, Reject, and/or Assign Certain Executory Contracts and/or Leases Of 

Personal Property Pursuant to 11 U.S.C. § 365(D)(1), [ECF No. 1673](the “Contract Deadline 

Motion”); (6) Trustee’s Thirteenth Supplement to Her Motion for Authority to Operate Certain 

Aspects of the Debtor’s Business for a Limited Period, [ECF No. 1680] (the “Supplement to 

Operate”); and (7) 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 Chapter 

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

forth herein on that basis.

APPLICATIONS

4. The Bankruptcy Code sets forth legal standards for the Court to award my 

professionals reasonable compensation for actual, necessary services rendered by such attorneys 

and paraprofessionals employed by such firms based on the nature, extent, and value of the services 

rendered, time spent on such services, and the cost of comparable services other than in a 

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bankruptcy case. I understand that the Court may award reimbursement for actual, necessary 

expenses that benefit the Estate. I regularly review the invoices of Estate professionals and require 

modifications when I believe in the exercise of my business judgment adjustments are warranted 

and in the best interest of the Estate. I have reviewed the Applications in the context of interim 

applications. I believe that the fees requested satisfy the loadstar factors enumerated in Johnson v. 

Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) as adopted by the Fourth Circuit in 

Barber v. Kimbrells, Inc., 577 F.2d 216, 226 (4th Cir.), cert. denied, 439 U.S. 934 (1978), and in 

Anderson v. Morris, 658 F.2d 246, 249 (4th Cir. 1981). The rates charged by my professionals are 

comparable to, if not less than, fees charged by other firms retained in similar capacities in 

comparable Chapter 7 cases, or, in all requisite instances, elevation above the rates in the 

Richmond Division is warranted by both the factors enumerated in 11 U.S.C. § 330 and the 

Johnson loadstar factors. I anticipate certain adjustments to future fee applications to address items 

in one or more of these interim Applications. Pursuant to various employment orders, certain of 

my professionals are allowed to file requests for compensation on a quarterly basis. Because it 

saves time and expenses, I respectfully request that all of the professionals be allowed to file 

together on a quarterly basis as is the case with the Applications. And, in the exercise of my 

business judgment, I maintain that the amounts in the Applications should be approved on an 

interim basis as being in the best interest of the Estate.

CONTRACT DEADLINE MOTION

5. As this Court is aware, I was extremely concerned about potential outstanding

executory contracts and/or unexpired leases that could be necessary to complete what I commonly 

referred to as the Wind-down Operations and administration of the Estate without disruption 

especially given that I could find no central repository for these types of documents. I was able 

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to locate a plethora of documents in numerous places, and I have reviewed all said documents. I 

also learned of and obtained documents from third party vendors, and I reviewed the same. And 

as previously reported to this Court, in connection with pursuing and/or defending various causes 

of actions and/or motions, I have had difficulty locating contracts/agreements/documents/policies 

that were referenced in other documents during my investigation and in connection with certain 

litigation in this Case, including matters now on appeal. 

6. As my counsel has reported to this Court, I am now conducting an extensive review 

and analysis of the numerous proofs of claims filed in this Case, which initially totaled in dollar 

amount in excess of $680,000,000.00. This review suggests that claimants may rely on documents 

not attached to the proofs of claim. Given what I experienced in connection with the Wind-down 

Operations and the litigation, I am concerned that, in the claims reconciliation/resolution process,

I may learn of additional executory contracts and/or unexpired leases that I have neither located 

nor reviewed. 

7. Accordingly, I, in my business judgement as Chapter 7 Trustee, believe that until 

all contracts related to the Wind-down Operation, the litigation, and the claims resolution process 

have been located, reviewed, and analyzed, it is premature to determine if the same should be 

assumed or rejected. As such, I, as Chapter 7 Trustee filed the Contract Deadline Motion seeking 

additional extension of the Assumption/ Rejection Period through and including June 30, 2023, a 

date whereby the Wind-down Operations, the litigation, and the claims resolution process could 

be substantially completed.

SUPPLEMENT TO OPERATE

8. In the Supplement to Operate, I, not individually, but solely in my capacity as the 

Chapter 7 Trustee request authority to further continue to operate certain aspects of the Debtor’s 

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business through and including June 30, 2023. I request this in a two-step process with a bridge 

order to January 31, 2023, and thereafter an order extending the authority to June 30, 2023. The 

Office of the United States Trustee has no objection to extending the authority to June 30, 2023.

9. As this Court is aware, as of the time this case was converted, 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 pre-petition bank accounts, cash management systems, IT systems, and/or payroll processing 

entities, (d) disposition of other Estate assets, and (e) maintenance of all insurance, all of which 

are commonly referred to as Wind-down Operations. The Wind-down Operations were performed 

by employees, independent contractors, consultants, and/or agents, who are collectively referred 

to as the “Wind-down Team.” Before the Petition Date, the Debtor, through attorneys within its 

employ, provided legal advice and related services to numerous clients. After the Petition Date, 

the Debtor also may have provided limited legal services. Since my appointment, neither I nor 

anyone under my direction has provided legal services to any client on behalf of LeClairRyan.

10. Since my appointment, I, as Chapter 7 Trustee, have continued many aspects of 

the Wind-down Operations (and where appropriate has utilized certain members of the Wind-down 

Team as independent contractors for the Estate) to effectuate an orderly liquidation consistent with 

orders entered by this Court. For example, I, as Chapter 7 Trustee:

a. Worked with members of the Wind-down Team, my counsel, and the Debtor’s 

secured lender in the reconciliation, resolution, and collection of accounts 

receivable, and as a result, known amounts due and owing to the lender, were, with 

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the exception of potential legal fees, completely satisfied, which fees may have 

continued to accrue as a result of a subpoena from third parties but I have received 

no additional invoices. This process involved, at my request Court approved 

collection and litigation procedures. I, as Chapter 7 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). After due diligence and 

pursuant to my request, which this Court approved, I, as Chapter 7 Trustee, worked 

with my professionals to finalize the sale of this portion of the portfolio. This sale 

required various, periodic reconciliations. I, as Chapter 7 Trustee, with the 

assistance of my counsel, also continue 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

transferred, and I, as Chapter 7 Trustee, continue 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 my professionals and members of the Wind-down Team, 

designed and implemented Court approved processes to address post-petition 

segregated funds related to client costs. I, as Chapter 7 Trustee, with the assistance 

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of my professionals and members of the Wind-down Team continue to assess the 

validity of claims filed in connection with such Court approved procedures. I, as 

Chapter 7 Trustee, have also developed a framework to address pre-petition 

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

my professionals and members of my Wind-down Team, requested from this Court 

an appropriate mechanism to address funds held in an account designated as an 

IOLTA account.

d. With the assistance of my counsel, sought and obtained this Court’s authority to 

employ special counsel to assist me, as Chapter 7 Trustee, in my research, 

investigation, and prosecution of various causes of actions/claims. This process 

involved, at my request Court approved procedures. Pursuant to the authority 

granted to me, as Chapter 7 Trustee, in Court orders, I 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, as Chapter 7 

Trustee, I turned my primary focus 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, I, as Chapter 7 Trustee, 

with the assistance of my counsel, sought and obtained this Court’s authority to 

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employ special counsel in the form of coverage counsel and professional liability 

defense counsel. 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 my professionals and (b) preparing and filing the 

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

assistance of my professionals and Wind-down team, I located certain of 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, I, as Chapter 7 Trustee, and through 

counsel, filed a motion seeking authority to execute the Notices of Proposed 

Adjustments requested by the IRS as based upon its findings from the 2018 

audit. This Court granted my request. I continue to address related tax and 

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

and related rulings 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. I also continue 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, 

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

continue to access and maintain as needed for ongoing operations. 

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 my professionals as needed, administrative claims as filed.

p. Reviewed and assessed, with the assistance of my 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.

11. Based on my efforts to date and the status of operational and related items, I, in the 

exercise of my business judgment, believe it is in the best interest of the Estate to continue the 

Wind-down Operations

12. I, as Chapter 7 Trustee, respectfully request that the Court enter three orders: (1) 

the proposed order attached to my Twelfth Supplement to Her Motion for Immediate Authority to 

Operate Certain Aspects of Debtor’s Business for a Limited Period and to Shorten Notice Thereof, 

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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 me 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 as Exhibit A, to 

the Supplement to Operate authorizing me, as Chapter 7 Trustee, to continue to conduct the Winddown 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. 

13. As of the filing of this declaration, the Estate funds in my possession are as follows: 

$1,270,798.94 (Signature Bank- Regular), $16,003,497.13 (Signature Bank – Money Market), $ 

32,820.00 (Operating Account – HSBC); $954,692.37(commonly referred to as CAPE account); 

and $299,775.36 (Virginia IOLTA).

14. 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: December 21, 2022

 Richmond, Virginia 

By: /s/ Lynn L. Tavenner

 Lynn L. Tavenner, Chapter 7 Trustee 

Respectfully submitted,

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: December 20, 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

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CERTIFICATE OF SERVICE

I certify that on this 20th day of December 2022, a true copy of the foregoing Witness 

List and Related Declaration was sent electronically to:

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

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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