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UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Case No. 19-34574-KRH

LeClairRyan, PLLC,1

Debtor Chapter 7

DECLARATION OF LYNN L. TAVENNER, TRUSTEE

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

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

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

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

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

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

Tavenner & Beran, PLC as Counsel to Chapter 7 Trustee, [ECF No. 1242]; (2) Sixth Application 

for Compensation for Barry Strickland & Company as Accountant filed, [ECF No. 1244]; and (3) 

Interim Application for Compensation (Third Interim Application of Quinn Emanuel Urquhart & 

Sullivan LLP as Special Counsel to the Trustee, for Allowance of Compensation and 

Reimbursement of Expenses Incurred), [ECF No. 1245], as supplemented [ECF No. 1249] 

(collectively, the “Applications” and each an “Application”). Additionally, I submit this 

declaration in support of (4) Motion to Set Last Day to File Administrative Claims – Trustee’s 

Motion for Entry of An Order Setting Bar Date For Filing Chapter 11 Administrative Claims 

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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and Memorandum In Support Thereof (the “Chapter 11 Administrative Claim Bar Date 

Motion”), [ECF No. 1250]; (5) Motion to Approve – Trustee’s Motion For An Order Approving 

(I) The Trustee’s Reliance On Debtor’s List of Equity Security Holders and (II) Procedures For 

Obtaining Copies of Filed Tax Returns and Memorandum In Support Thereof (the “Tax 

Motion”), [ECF No. 1086]; (6) the Responses filed at ECF Nos. 1255, 1256, 1257, 1258, and 

1264 (collectively, the “Trustee’s Responses” and each a “Trustee’s Response”); 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 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 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 

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

expenses that benefit the Estate. I have reviewed the Applications, and 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. I have reviewed each Application in the context of 

interim applications and I believe that the fees requested satisfy the lodestar 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). I anticipate certain adjustments to 

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future fee applications to address items in one or more of these interim Applications. And, in the 

exercise of my business judgment, I maintain that the amounts should be approved on an interim 

basis as being in the best interest of the Estate.

5. To further my efforts of properly administering this Estate pursuant to my duty as 

the Chapter 7 trustee, I maintain that it is in the Estate’s best interest to ascertain the amount of 

unpaid administrative expenses from the Chapter 11 Case (as defined in the Chapter 11 

Administrative Claim Bar Date Motion). 

6. In addition to the statements contained in my Declaration filed with this Court on 

November 15, 2021, and found at ECF No. 1097, I believe that additional information could 

assist the Court in connection with its consideration of the Tax Motion and the Modification 

Motions (as defined in the Trustee’s Responses). After the filing of the Tax Motion, I, directly 

and through counsel, engaged with one or more individuals, who had filed a Tax Motion 

Objection (as defined in the Trustee’s Responses) in an attempt to resolve said objections. 

Through these discussions, I confirmed that the real issue to be addressed was whether certain 

individuals should be relieved of his/her tax obligations of the professional limited liability 

company. As such, I and said individuals, through counsel, agreed that the underlying issue 

should be addressed contemporaneously with the Tax Motion. Accordingly, I, through counsel, 

requested that the Court grant, as modified, the procedures to obtain copies of tax returns and 

continue all other aspects of the Tax Motion until March 29, 2022, with the parties intending that 

the Motion for Modification (as defined in the Trustee’s Responses) and any similar relief 

requests would be heard on the same day. The Court granted my request as found at Order 

entered on February 23, 2022 at ECF No. 1124. 

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7. While the specific request in the Modification Motions is removal from the ESH 

List (as defined in the Trustee’s Responses), the ultimate outcome desired is the amendment of 

the Debtor’s 2019 and 2020 tax returns such that (a) the Estate will cease issuing K-1s to said 

individuals and (b) those individuals will no longer share in the tax benefits, or more 

importantly, tax obligations of the professional limited liability company from 2019 forward. 

The crux of the Tax Motion Objections and the Modification Motions is the termination of tax 

obligations for certain individuals of the professional limited liability company. 

8. While I understand the arguments contained in the Modification Motions and I 

am sympathetic to the plight of some former attorneys, I maintain that there is another logical 

way to interpret the Company’s corporate governance documents, which interpretation is 

consistent with the list of individuals contained on the ESH List; said interpretation is that 

members of LeClairRyan as of July 29, 2019 (the date the members elected to dissolve the

Company) remain equity security holders for tax and other economic purposes until such time 

as the Company has been dissolved and completely wound-up, regardless of any member’s 

purported withdrawal after July 29, 2019. The following facts support such logical 

interpretation:

a. In the Debtor’s books and records, I located Fourth Amended and Restated 

Shareholders Agreement of LeClairRyan, A Professional Corporation and 

Operating Agreement of LeClairRyan PLLC, as amended (the “Operating 

Agreement”), of which a true and correct copy (without certain inapplicable 

amendments) is attached as Exhibit A to the Trustee’s Responses.

b. Section 5.03 of the Operating Agreement provides, in pertinent part:

So long as a Member continues to hold any Shares, such Member shall not have the 

ability to withdraw or resign as a Member prior to the dissolution and winding up 

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of the Company and any such withdrawal or resignation or attempted withdrawal or 

resignation by a Member prior to the dissolution or winding up of the Company 

shall be null and void and of no force or effect.

Furthermore, Section 11.02 of the Operating Agreement providesthat “Dissolution 

of the Company shall be effective on the day on which the event described in 

Section 11.01 occurs . . .” And Section 11.01 (a) of the Operating Agreement lists

as a requisite act to trigger dissolution “[a]n election to dissolve the Company made 

by holders of a majority of the Common Shares.”

c. Furthermore, Section 2.02 J of the Operating Agreement provides:

Separation Agreement. Upon the termination of the employment of a

Member for any reason other than the death of such Member, the 

Transferring Member has the right to receive certain payments and

benefits, and to clarify and confirm those rights and benefits, the 

Transferring Member and the Company hereby agree to execute the 

Company’s standard form Separation Agreement maintained on file 

with the Company’s General Counsel.

I have located in the Debtor’s books and records numerous references to and/or

actual separation agreements (the “Separation Agreements” and each a 

“Separation Agreement”) for members who withdrew prior to 2019. Each 

Separation Agreement I reviewed provides a date certain for a defined Separation

Date and provides that the Separation Date is the date that he/she “will no longer be 

a Member, Officer, Director or employee of the Firm.” Each also provides that the

member’s common shares “will be deemed to have been sold and transferred to the 

Firm on the Separation Date.” Based on information found in the Debtor’s

books and records, I understand that LeClairRyan stopped using the Separation 

Agreement in late November and/or early December of 2018 and thereafter instituted 

a practice of memorializing a member’s withdrawal through a Member Separation 

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Memorandum in substantially the same form and substance as the document attached 

to the Trustee’s Responses as Exhibit B (the “Separation Document”). Paragraph 1 

of said Separation Document provides a date certain for a Separation Date. And 

paragraph 2 of the Separation Document provides “As of the Separation Date, 

Member will no longer be a Member. . .” Furthermore, Section 3 (a) provides:

All of the Member’s Common Shares will be deemed to have been

sold and transferred to the Firm as of the Separation Date. In 

addition, the Firm has exercised its right to purchase and redeem any 

and all Preferred Shares owned by Member effective as of the 

Separation Date.

While I have located a Separation Document for certain individuals who withdrew in 

2019, I have located in the Debtor’s records neither a finalized Separation 

Agreement nor a Separation Document for the individuals listed on the ESH List.

Furthermore, I have located neither a Separation Agreement nor a Separation 

Document for the movant in the Modification Motions.

d. Based on Exhibit C, attached to Trustee’s Responses (the “Dissolution 

Resolution”), which I understand from the Debtor’s book and records is a true

and exact copy of the resolution that was passed, the members of LeClairRyan

voted on July 29, 2019, to dissolve the Company. The ESH List also indicates 

that July 29, 2019, was “the date the members resolved to dissolve the firm” As

such, the requisite number of members elected to dissolve the Company on July

29, 2019, and as reflected in the Dissolution Resolution, Richard W. "Deke"

Bowerman, C. Erik Gustafson, Christopher J. Lange, and Lori D. Thompson

were elected to serve as the Dissolution Committee of the Firm (the

“Dissolution Committee”). Furthermore, the Dissolution Committee was 

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empowered to assume all powers and functions of the Board of Managers, the 

Leadership Committees, including, without limitation, the Retirement Plans 

Committee and the Welfare Plans Committee, the Lead Manager, the Chief

Executive Officer, Partnership Representative and all other Officers of the 

Firm with respect to the operation of the Firm, and otherwise to have all 

authority necessary to wind up the affairs of the Firm and manage its orderly 

liquidation and dissolution.

e. I have found no document that suggests, let alone demonstrates, that any 

member of “the Board of Managers, the Leadership Committees, including, 

without limitation, the Retirement Plans Committee and the Welfare Plans 

Committee, the Lead Manager, the Chief Executive Officer, Partnership

Representative and all other Officers of the Firm” (as defined in the Dissolution

Resolution) took requisite action prior to adoption of the Dissolution 

Resolution to change the Debtor’s tax status from a flow through taxpayer to

an entity that istaxed at the corporate level. Furthermore, I have found no 

document that suggests, let alone demonstrates, that any member of the 

Dissolution Committee took requisite action before the Petition Date to change

the Debtor’s tax status from a flow through taxpayer to an entity that is taxed at

the corporate level. In fact, to the contrary, on the Petition Date, in addition to 

the bankruptcy petition, indicating that the Debtor’s status as a “Corporation 

(including Limited Liability Company (LLC) and Limited Liability 

Partnership (LLP),” Ms. Lori D. Thompson, as the chair of the Dissolution 

Committee signed a declaration [ECF No. 3] under penalty of perjury, 

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representing to this Court and all parties in interest that LeClairRyan is a

“Virginia professional limited liability company.”

f. As of December 31, 2019, the winding up of the Company had not yet been 

completed. As of the filing of the 2019 tax returns, the winding up of the

Company had not yet been completed. As of December 31, 2020, the winding

up of the Company had not yet been completed. As of the filing of the 2020 tax 

returns, the winding up of the Company had not yet been completed. As of the 

filing of the Tax Motion, the winding up of the Company had not been

completed. As of the date of this Declaration, the winding up of the Company 

had not yet been completed. While I am diligently administering this Estate in

a manner that is within my businessjudgment and in the best interest of the

Estate, I do not anticipate that the winding up of the Company will be 

completed before December 31, 2022, which will of course prompt the need 

for additional tax return preparation and filing.

g. Notwithstanding that (a) the ESH List was filed with this Court almost two 

and a half years ago and (b) I, either directly or through counsel, have

informed every individual who has inquired that I relied on the same in 

connection with the delineation of members on various tax filing, prior to me

filing of the Tax Motion, no person took any action with this Court with 

respect to the ESH List until recently in connection with the Modification 

Motions.

9. Based on the foregoing, among other things, certainly a logical interpretation of 

the Company’s corporate governance documents is that the members of LeClairRyan as of July 

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29, 2019 (the date the members voted to dissolve the Company) remain equity security holders 

for tax and other economic purposes until such time as the Company has been dissolved and 

completely wound-up; these same members are the individuals listed on the ESH List. 

Nevertheless, provided there is no adverse impact to the Estate or property thereof, I do not per 

se object to the relief sought in the Modification Motions. However, I note that the members of 

LeClairRyan failed to take the necessary steps to have the Company cease being a tax flow 

through taxpayer prior to the Petition Date (as defined in the Trustee’s Responses), which 

arguably would have eliminated the tax liability the former lawyers now seek to shed. And 

neither the Bankruptcy Code nor the tax code provides me, as Trustee, with the authority to 

change the Debtor’s tax status. Also, given the actions and inactions of the members before the 

Petition Date, and the inactions of former attorneys for almost two and a half years after the 

Petition Date, I respectfully request that any relief granted in the Modification Motions should 

not result in the equivalent of changing the Debtor’s tax status from a flow through taxpayer to 

an entity that is taxed at the corporate level. With said caveat and recognizing that there may be 

alternative interpretations of the Company’s various corporate governance documents, I take no 

further position on the Modification Motions and submit that the same involve a dispute among and 

between certain former attorneys at LeClairRyan.

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

perjury that the foregoing is true and correct. 

11.

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: March 28, 2022

 Richmond, Virginia 

By: /s/ Lynn L. Tavenner

 Lynn L. Tavenner, Chapter 7 Trustee 

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Respectfully submitted,

LYNN L. TAVENNER, CHAPTER 7 TRUSTEE

Dated: March 28, 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 28th day of March 2022, a true copy of the foregoing Declaration was 

sent electronically to:

Shannon F. Pecoraro, Esquire

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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