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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

MOTION TO DISQUALIFY THE LAW FIRM O’NEILL & BORGES, LLC

FOR UNRESOLVABLE CONFLICTS OF INTEREST INCURRED IN

VIOLATION OF THE PUERTO RICO RECOVERY ACCURACY IN

DISCLOSURES ACT OF 2021, 48 U.S.C. 2101 ET SEQ.

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) digits 

of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico (the 

“Commonwealth”) (Bankruptcy Case No. 17-BK-3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico 

Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17- BK-3284-LTS) (Last Four Digits of Federal Tax 

ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the Commonwealth 

of Puerto Rico (“ERS”) (Bankruptcy Case No. 17- BK-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto 

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS) (Last Four Digits of Federal Tax ID: 

3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5523-LTS) (Last Four 

Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy Case numbers due to software limitations.)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO,

as representative of

THE COMMONWEALTH OF PUERTO 

RICO, et al.,

Debtors.1

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Contents

INTRODUCTION.................................................................................................................1-3

BACKGROUND...................................................................................................................4-12

LEGAL STANDARD ...........................................................................................................12-17

DISCUSSION........................................................................................................................17-25

CERTIFICATE OF SERVICE..............................................................................................25

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TABLE OF AUTHORITIES

CASES

In Re 765 Assocs., 

14 B.R.449, 451 (Bankr. D. Hawaii 1981)..........................................................15

In Re BH&P Inc.,

949 F.2d 1300, 1317-18 (3d Cir. 1991)...............................................................13, 14, 16, 21

In Re Biddle, 

Case No. 12- 05171, 2012 WL 6093926, at *4 (Bankr. D.S.C. December

6, 2012)................................................................................................................23

In Re Black Hills Greyhound Racing Ass'n, 

154 B.R. 285, 292 (Bankr. D.S.D. 1993) ............................................................15

In Re Champagne Services, LLC, 

560 B.R. 196, 201 (Bankr. E.D.Va. 2016) ..........................................................14

In Re Congoleum Corp.,

426 F.3d 675, 688 (3rd Cir. 2005).......................................................................17

In Re Eagle-Picher Indus., Inc.), 

999 F.2d 969, 972 (6th Cir. 1993).......................................................................16

In Re Enron, No. 02-5638, 2003 

WL 223455 (Bankr. S.D.N.Y. Feb. 3, 2003 .......................................................5

In Re eToys, Inc., 

331 B.R. 176, 189 (Bankr. D. Del. 2005)............................................................13, 14

In Re Fibermark Inc., 

No. 04-10463, 2006 WL 723495 (Bankr. D. Vt. March 11, 2006).....................13, 21

In Re Glenn Elec. Sales Corp., 

89 B.R. 410, 413 (Bankr. D.N.J.), aff'd, 99 B.R. 596 (D.N.J. 1988....................15, 16

In Re Granite Partners, L.P.,

219 B.R. 22, 34 (Bankr. S.D.N.Y. 1998.....................................................12, 13, 21, 23, 24

In Re Indep. Eng. Co. Inc., 2

32 B.R. 529, 532 (B.A.P. 1st Cir. 1999)..............................................................13, 21

In Re Jore Corp., 

298 B.R. 703, 726 (Bankr. D. Mont. 2003).........................................................13, 21

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In Re Kings River Resorts, Inc., 

342 B.R. 76, 85 (Bankr. E.D.Cal. 2006)..............................................................22

In Re Laferriere,

286 B.R. 520, 526 (Bankr. D. Vt. 2002)..............................................................22

In Re Leslie Fay Cos. Inc., 

175 B.R. 525 (Bankr. S.D.N.Y. 1994).................................................................13, 21

In Re Lewis Road, LLC, 

Case No. 09–37672, 2011 WL 6140747, at *9 (Bankr. E.D.Va. December 9, 

2011)....................................................................................................................23

In Re LSS Supply Inc.,

247 B.R. 280, 282 (Bankr. D.Ariz. 2000) ...........................................................14

In Re Marvel Entertainment Group, Inc., 

140 F.3d 463 (3rdCir. 1998)................................................................................16, 17

In Re Midway Industry Contractors, Inc.,

272 B.R. 651 (Bankr. N.D.Ill. 2001)...................................................................12, 23, 24

In Re Park-Helena Corp.,

63 F.3d 877, 881 (9th Cir. 1995).........................................................................22

In Re Philadelphia Athletic Club, Inc., 

20 B.R. 328, 337 (E.D. Pa. 1982)........................................................................14, 15

In Re Prudent Holding Corp., 

153 B.R. 629, 631 (Bankr. E.D.N.Y. 1993) ........................................................15

In Re Sandpoint Cattle Company, LLC,

556 B.R. 408, 421 (Bankr. D.Neb. 2016)............................................................22

In Re Saturley, 

131 B.R. 509, 517 (Bankr. D. Me. 1991) ............................................................13, 21

In re Star Broadcasting, Inc., 

81 B.R. 835, 838 (Bankr. D.N.J. 1988)...............................................................16

In Re Universal Building Products, 

486 B.R. 650, 663 (Bankr. D. Del. 2010)............................................................13, 21

In Re Wood, 

408 B.R. 841, 853 (Bankr. D. Kan. 2009)...........................................................22

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Michel v. Eagle-Picher Indus., Inc.

999 F. 2d. 969 (6th Cir. 1993)..............................................................................16

United States Trustee v. Price Waterhouse, 

19 F.3d at 141 ......................................................................................................16

STATUTES

11 U.S.C. § 101(14)...............................................................................................................16

11 U.S.C. § 327(a).................................................................................................................15

48 U.S.C. 2101 ET SEQ........................................................................................................1, 2, 4

Section 101 of title 11, United States Code...........................................................................5, 12

Section 101(14)......................................................................................................................15

Section 101(14)(C) ................................................................................................................15

Section 2(e) of PRRADA.................................................................................................... 12

Section 304 of PROMESA (48 U.S.C. 2164)........................................................................4, 12

Section 316 or 317 of PROMESA (48 U.S.C. 2176, 2177) ..................................................4, 12, 19

Section 327 of the Bankruptcy Code.....................................................................................17

Section 327(a)........................................................................................................................16

Section 327(a), as well as § 327(c)........................................................................................16

Section 327(a) and consistent with § 327(c) .........................................................................16

Sections 327(a) and 101(14)(E).............................................................................................16

OTHER AUTHORITIES

Bankruptcy Rule 2014...........................................................................................................14

Canon 21 of the Rules of Professional Ethics applicable to Puerto Rico attorneys. .............21

Rule 2014(a) of the Federal Rules of Bankruptcy Procedure ...............................................4, 5, 14, 19

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

MOTION TO DISQUALIFY THE LAW FIRM O’NEILL & BORGES, LLC

FOR UNRESOLVABLE CONFLICTS OF INTEREST INCURRED IN

VIOLATION OF THE PUERTO RICO RECOVERY ACCURACY IN

DISCLOSURES ACT OF 2021, 48 U.S.C. 2101 ET SEQ.

To the Honorable United States District Judge Laura Taylor Swain:

Comes now Creditor, R&D Master Enterprises, Inc., by and through the undersigned 

attorney, who respectfully requests and prays as follows:

INTRODUCTION

1. Creditor R&D Master Enterprises, Inc., is a corporation organized under the laws of the 

2 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico (the 

“Commonwealth”) (Bankruptcy Case No. 17-BK-3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto 

Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17- BK-3284-LTS) (Last Four Digits of 

Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-

BK-3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of 

the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17- BK-3566-LTS) (Last Four Digits of Federal 

Tax ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case 

No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy 

Case numbers due to software limitations.)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO,

as representative of

THE COMMONWEALTH OF PUERTO 

RICO, et al.,

Debtors.2

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Commonwealth of Puerto Rico (the “Movant”). 

2. The Movant is a creditor of the Commonwealth of Puerto Rico with standing to file this 

motion in these Title III proceedings. 

3. The Movant submits before this Honorable Court’s consideration a motion to disqualify 

the law firm O’Neill & Borges LLC (“O&B”), who serves as advisors to the Financial 

Oversight and Management Board for Puerto Rico (the “Oversight Board”), the sole 

representative of the Commonwealth of Puerto Rico, the Puerto Rico Electric Power 

Authority, and other covered instrumentalities in these Title III proceedings.

4. Carlos Lamoutte an attorney authorized to practice law in Puerto Rico filed before this 

Honorable Court’s consideration a “Motion to Intervene and to Inform the Existence and 

Continuance of an Unresolvable Conflict of Interest in Violation of the Puerto Rico 

Recovery Accuracy in Disclosures Act of 2021, 48 USC 2101 et seq. and Petition for: (A) 

the Permanent Disqualification of O’Neil & Borges, LLC as Legal Counsel to the Financial 

Oversight and Management Board for Puerto Rico, and (B) the Disallowment and 

Disgorgement of Legal Fees (Docket 20873 in Case No. 17-3283). 

5. The Oversight Board filed a motion in response as so did OB (Dockets 21094 and 21124 

respectively). 

6. One of the main arguments filed by OB in their responses was that of lack of standing to 

prosecute the motion. 

7. Considering the matter to be or crucial importance and being a possibility that the central 

issues raised (conflicts of interest) not be addressed due to the possibility of lack of 

standing, the appearing party filed a motion for joinder and incorporated all arguments 

raised by Mr. Lamoutte. (Docket 22835)

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8. This Honorable Court denied without prejudice the appearing party’s request for joinder to 

not complicate the matters pending before it as the original motions has already been duly 

briefed. (Docket 22838)

9. On November 23, 2022 this Honorable Court entered Order denying Mr. Lamoutte’s 

motion to intervene and disqualify OB. The basis for the Court’s reasoning are that Mr. 

Lamoutte has no standing to prosecute any conflict of interest. 

10. Since the underlying matter of a conflict of interest remains unresolved, the appearing party 

submits before this Honorable Court a new motion to disqualify OB, as so allowed in 

Docket 22838. 

11. This motion serves to report to the Title III Court that O&B, local legal counsel to the 

Oversight Board since the inception of this Title III Case, intentionally incurred in 

unresolvable conflicts of interest to financially benefit themselves and several private 

clients of that firm, to the corresponding economic detriment of the bankruptcy estate of 

the debtors in this Title III Case, the Commonwealth of Puerto Rico and the Puerto Rico 

Electric Power Authority, acts which merit a ruling providing for denial of compensation, 

full disgorgement of legal fees, and the permanent disqualification of O&B as advisors to 

the Oversight Board.

12. The Title III Court and the U.S. Trustee must intervene in this public matter that 

significantly impacts the bankruptcy estate of the Commonwealth of Puerto Rico and of 

the Puerto Rico Electric Power Authority in these jointly administered PROMESA Title 

III proceedings (hereinafter, the “Title III Case”) and collaterally injures innocent third 

parties.

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BACKGROUND

13. The Puerto Rico Recovery Accuracy in Disclosures Act of 2021, 48 U.S.C. 2101 et seq. 

(hereinafter, “PRRADA”), is a special federal statute that restricts compensation to 

professionals retained by the Oversight Board under the Puerto Rico Oversight, 

Management, and Economic Stability Act, Public Law 114-18, 48 U.S.C. § 2101 et seq. 

(hereinafter, “PROMESA”) who incur in conflicts of interest and/or otherwise fail to 

properly disclose to the Title III Court, to the U.S. Trustee, and to other parties in interest, 

their association with Material Interested Parties (as such term is defined in Section 2(c) of 

PRRADA).

14. PRRADA sets forth that: (a) no attorney or other professional person may be compensated 

under section 316 or 317 of PROMESA (48 U.S.C. 2176, 2177) unless prior to making a 

request for compensation, the professional person has filed with the court a verified 

statement conforming to the disclosure requirements of Rule 2014(a) of the Federal Rules 

of Bankruptcy Procedure setting forth the connection of such professional person with any 

entity or person on the list of Material Interested Parties; and (b) in a case commenced 

under section 304 of PROMESA (48 U.S.C. 2164), in connection with the review and 

approval of professional compensation under section 316 or 317 of PROMESA (48 U.S.C. 

2176, 2177) filed after the date of enactment of PRRADA, the court may deny allowance 

of compensation or reimbursement of expenses if: (i) the professional person has failed to 

file the verified disclosure statements or has filed inadequate disclosure statements under 

that subsection; or (ii) during the professional person’s employment in connection with the 

case, the professional person: (A) is not a disinterested person (as defined in section 101 

of title 11, United States Code) relative to any entity or person on the list of Material 

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Interested Parties; or (B) represents or holds an adverse interest in connection with the case.

15. The purpose of PRRADA and Rule 2014(a) is to provide the Title III Court and the U.S. 

Trustee with sufficient information to determine whether any professional person's 

continued employment in the Title III Case is in the best interest of the estate.3

16. In the Title III Case, the Oversight Board serves as the sole representative of the 

Commonwealth of Puerto Rico and the Puerto Rico Electric Power Authority.

17. Since the commencement of the Title III Case, the Oversight Board employed O&B to 

serve as the Oversight Board's local legal counsel, an appointment which continues to date, 

as evidenced by the Title III Case's voluminous docket and recent filings. To date, O&B 

has collected millions of dollars in legal fees paid by the debtors for services rendered to 

the Oversight Board.

18. On March 30, 2022, the Title III Court issued an order in the Title III Case (Doc. 20,476) 

approving the amended list of Material Interested Parties submitted by the Oversight Board 

pursuant to PRRADA on March 29, 2022 (Doc. 20,458).

19. The amended list of Material Interested Parties approved by the Title III Court identifies 

O&B as a professional service provider retained by the Oversight Board in the Title III 

Case.

20. O&B and its attorneys jointly owe a fiduciary duty to the Oversight Board and to the 

Commonwealth of Puerto Rico and the Puerto Rico Electric Power Authority that they 

conjointly failed to discharge in the Title III Case, by preferring to enable and to conceal 

from the Title III Court and the U.S. Trustee, respectively, multiple connections to several 

private clients of O&B that maintain large-scale contracts with the Commonwealth of 

3 See In Re Enron, No. 02-5638, 2003 WL 223455 (Bankr. S.D.N.Y. Feb. 3, 2003).

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Puerto Rico and its instrumentalities, including the Puerto Rico Electric Power Authority.

21. Public records and the verified disclosures filed to date by O&B in simulated compliance 

with PRRADA, reveal that O&B has served multiple private sector clients holding a stake 

in this Title III Case during the same period in which O&B has also simultaneously served 

the Oversight Board, to wit (collectively, the “Conflict Parties”): (a) PR Recovery and 

Development JV, LLC, PR Recovery and Development REO, LLC, Parliament Capital 

Management, LLC, Parliament High Yield Fund, LLC, and Island Portfolio Services, LLC.

(b) EcoEléctrica, L.P. and Gas Natural Aprovisionamientos SDG, S.A. d/b/a Naturgy, (c) 

New Fortress Energy LLC d/b/a NFEnergía LLC, (d) Puma Energy Caribe, LLC, and (e) 

AES Ilumina, LLC and AES Puerto Rico, L.P.,

22. It is the case of the “goat watching over the lettuce.” The private sector clients that O&B 

represents hold interests which by their nature are adverse to the Oversight Board and to 

the Commonwealth of Puerto Rico and its instrumentalities, including the Puerto Rico 

Electric Power Authority, yet O&B has offered no tangible explanations under PRRADA 

so far in this Title III Case.

23. Contrary to the generic verified statements set forth in O&B’s PRRADA disclosures 

motions, O&B is in reality not a disinterested professional person under PROMESA and 

PRRADA because the private sector clients that O&B represents in fact hold interests that 

are materially adverse to the Oversight Board and to the debtors that the Oversight Board 

represents in this Title III case.

24. In its disclosure filings, O&B loosely and self-servingly states to be a disinterested person, 

but O&B’s past and present actions demonstrate that it is truly not disinterested. 

Disqualification and disgorgement of legal fees is merited.

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(a) PR Recovery and Development JV, LLC, PR Recovery and Development REO, LLC, 

Parliament Capital Management, LLC, Parliament High Yield Fund, LLC, and Island 

Portfolio Services, LLC. 

25. O&B concurrently represented the Oversight Board during the same time period that O&B 

also represented the following private clients that contracted with the Economic 

Development Bank for Puerto Rico (by its Spanish acronym, the “BDE”): (a) PR Recovery 

and Development JV, LLC (“PR Recovery”); (b) Parliament Capital Management, LLC 

(“PCM”); (c) Parliament High Yield Fund, LLC (“PHYF”); and (d) Island Portfolio 

Services, LLC (“IPS”).

26. In this Title III Case, O&B has also knowingly and in bad faith concealed its timekeepers' 

connections to that certain $384,269,047 Loan Sale Agreement entered into as of 

September 7, 2018 by and between the Economic Development Bank of Puerto Rico 

(EBD), as seller, and PR Recovery, as purchaser, with the assistance of PCM, PHYF and 

IPS. The aforesaid Loan Sale Agreement caused the BDE’s insolvency and its ongoing 

mismanagement by the Oversight Board is causing economic injury to the BDE, to the 

Relator, and to hundreds of small business owners throughout Puerto Rico. The sale loan 

sale was for amount of thirty-three million eight hundred forty three thousand, six hundred 

twenty nine dollars with fifty six cents (33,843,629.56), a 91% discount4. 

27. The Loan Sale Agreement is a post-petition contract under PROMESA that was never 

reviewed nor approved by the Oversight Board, as required by the Oversight Board’s own 

contract review policy, and which clearly identifies O&B as legal counsel to PR Recovery

in that transaction. See pages 29-30 of the Loan Sale Agreement, a true and exact copy of 

4 The Loan Sale Agreement was for $41,500,000.00 but the amount received by EBD was $33,843,629.56). 

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which is attached hereto as Exhibit A.

28. This Title III Court need not find any intent of wrongdoing on O&B's part. 

29. To issue a ruling in this matter, this Title III Court only needs to validate that O&B in fact 

incurred in the dual, concurrent representation of the Oversight Board and of any the 

Conflict Parties named above, specifically in relation to the $384,269,047 Loan Sale 

Agreement that injured the BDE, the Relator, and hundreds of other small Puerto Rican 

business owners that contracted with the BDE at inception.

30. It is important to note that the BDE is actively challenging the legality of the aforesaid 

Loan Sale Agreement under allegations of fraud and, without any type of assistance or 

intervention by the Oversight Board, much less O&B. The matter remains sub judice

before the Puerto Rico Court of First Instance, San Juan Part, in Civil Case Number 

SJ2019CV11697, captioned Banco de Desarrollo Económico Para Puerto Rico v. Garnet

Capital Advisors LLC, PR Recovery and Development REO, LLC, PR Recovery and

Development JV, LLC, and Parliament Capital Management LLC.

5

31. Moreover, the Puerto Rico Senate has issued a Resolution6 ordering various government 

agencies and the Oversight Board to review the loan sale agreement. 

32. The case record reflects that O&B has not been honest and sincere in its disclosure 

obligations to the Title III Court, to the U.S. Trustee, and to the other parties-in-interest in 

this case, presumably because O&B in fact sided to protect the private interests of O&B’s 

private clients rather than to protect the public interests of the Oversight Board and of the 

debtors in these insolvency proceedings, respectively.

5 R&D Master is a defendant in a collection of monies complaint initiated by PR Recovery and Development JV, 

LLC, civil number BY2020CV01413. 6 Senate Resolution 593, issued the 4th of May, 2022. 

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33. O&B’s manipulative actions as to the Loan Sale Agreement have caused significant injury 

to the BDE, to the Movant, and to hundreds of other small Puerto Rican business owners 

that contracted with the BDE at inception.

(b) EcoEléctrica, L.P. and Gas Natural Aprovisionamientos SDG, S.A. d/b/a Naturgy, 

34. EcoEléctrica, L.P. maintains an Amended and Restated Power Purchase and Operating 

Agreement with the Puerto Rico Electric Power Authority worth at least ONE BILLION 

EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000,000.00) that is registered at the 

Office of the Comptroller of Puerto Rico under registry number 2021-P00098. Said 

contract was reviewed and approved by the Oversight Board on December 26, 2019. See 

Exhibit B attached hereto.

35. Gas Natural Aprovisionamientos SDG, S.A. (d/b/a Naturgy), who is EcoEléctrica, L.P.’s 

holding company, maintains a Natural Gas Sale and Purchase Agreement with the Puerto 

Rico Electric Power Authority worth at least NINE BILLION ONE MILLION DOLLARS 

($9,001,000,000.00) that is registered at the Office of the Comptroller of Puerto Rico under 

registry number 2012-P00107. Said contract was reviewed and approved by the Oversight 

Board on December 26, 2019. See Exhibit B attached hereto.

36. Public records and the verified disclosures filed to date by O&B in simulated compliance 

with PRRADA reveal that EcoEléctrica, L.P. and Gas Natural Aprovisionamientos SDG, 

S.A. (d/b/a Naturgy) are clients of O&B. See Docket Entry No. 21,485, at page 21 of 37.

(c) New Fortress Energy LLC d/b/a NFEnergía LLC,

37. NFEnergía, LLC (d/b/a New Fortress Energy) maintains a Fuel Sale and Purchase 

Agreement with the Puerto Rico Electric Power Authority worth at least ONE BILLION 

FIVE HUNDRED MILLION DOLLARS ($1,500,000,000.00) that is registered at the 

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Office of the Comptroller of Puerto Rico under registry number 2019-P00079. Said 

contract was reviewed and approved by the Oversight Board on March 24, 2019. See 

Exhibit C attached hereto.

38. NFEnergía, LLC (d/b/a New Fortress Energy) also maintains a terminal facilities contract 

with the Puerto Rico Ports Authority worth at least EIGHT MILLION TWO HUNDRED 

TWENTY-SIX THOUSAND SIX HUNDRED SEVENTY-EIGHT DOLLARS 

($8,226,678.00) that is registered at the Office of the Comptroller of Puerto Rico under 

registry number 2018-P00089.

39. Public records and the verified disclosures filed to date by O&B in simulated compliance 

with PRRADA reveal that NFEnergía, LLC (d/b/a New Fortress Energy) is a client of 

O&B.

40. O&B also served as counsel to NFEnergía, LLC (d/b/a New Fortress Energy) in Civil Case 

No. SJ2020CV06070 before the Puerto Rico Court of First Instance, San Juan Part, styled 

Sierra Club and El Puente de Williamsburgh, Inc. v. NFEnergía, LLC and others, relating 

to certain terminal facilities in San Juan harbor and non-compliance with FERC 

regulations.

(d) Puma Energy Caribe, LLC

41. Puma Energy Caribe, L.P. maintains a Fuel Oil Purchase Contract with the Puerto Rico 

Electric Power Authority worth at least ONE BILLION FIVE HUNDRED SIXTY-FIVE 

MILLION THREE HUNDRED THIRTY-ONE THOUSAND FOUR HUNDRED 

FORTY-SEVEN DOLLARS ($1,565,331,447.00) that is registered at the Office of the 

Comptroller of Puerto Rico under registry number 2022-P00020. Said contract was 

reviewed and approved by the Oversight Board on June 7, 2022. See Exhibit D attached 

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hereto.

42. Public records and the verified disclosures filed to date by O&B in simulated compliance 

with PRRADA reveal that Puma Energy Caribe, L.P. is a client of O&B. See Docket Entry 

No. 21,485, at page 27 of 37.

(e) AES Ilumina, LLC and AES Puerto Rico, L.P.,

43. AES Ilumina, LLC maintains a Power Purchase and Operating Agreement with the Puerto 

Rico Electric Power Authority worth at least NINETY MILLION DOLLARS 

($90,000,000.00) that is registered at the Office of the Comptroller of Puerto Rico under 

registry number 2010-000050. Said contract was reviewed and approved by the Oversight 

Board on September 30, 2020. See Exhibit E attached hereto.

44. AES Puerto Rico, L.P. maintains a Power Purchase and Operating Agreement with the 

Puerto Rico Electric Power Authority that is registered at the Office of the Comptroller of 

Puerto Rico under registry number 1995-AI0077. AES Puerto Rico, L.P. also maintains 

an Additional Energy Sales Contract with the Puerto Rico Electric Power Authority worth 

at least SIXTY-EIGHT MILLION DOLLARS ($68,000,000.00) that is registered at the 

Office of the Comptroller of Puerto Rico under registry number 2012-P00036.

45. Public records and the verified disclosures filed to date by O&B in simulated compliance 

with PRRADA reveal that AES Puerto Rico, L.P. and AES Ilumina, LLC are clients of 

O&B. See Docket Entry No. 21,485, at page 19 of 37. As of the date hereof, O&B appears 

publicly listed in the Puerto Rico Department of Justice’s Registry of Lobbyists as a 

registered lobbyist acting for AES Puerto Rico, L.P., NFEnergía, LLC (d/b/a New Fortress 

Energy), and Puma Energy Caribe, L.P. See Exhibit F attached hereto.

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46. O&B also served as counsel to NFEnergía, LLC (d/b/a New Fortress Energy) in Civil Case 

No. SJ2020CV06070 before the Puerto Rico Court of First Instance, San Juan Part, styled 

Sierra Club and El Puente de Williamsburgh, Inc. v. NFEnergía, LLC and others, relating 

to certain terminal facilities in San Juan harbor and non-compliance with FERC 

regulations.

47. O&B has so far failed to “explain away” its attorney-client connections to several private 

sector clients who are major contractors of the Government of Puerto Rico, as required 

under PRRADA and supplemental bankruptcy case law. O&B and O&B “cannot usurp 

the court's function by choosing, ipse dixit, which connections impact disinterestedness 

and which do not. The existence of an arguable conflict must be disclosed if only to be 

explained away.” See In re Midway Industry Contractors, Inc., 272 B.R. 651 (Bankr.

N.D.Ill. 2001) (citing In re Granite Partners, L.P., 219 B.R. 22, 34 (Bankr. S.D.N.Y. 1998).

LEGAL STANDARD

48. Section 2(e) of PRRADA expressly sets forth that “[i]n a case commenced under section 

304 of PROMESA (48 U.S.C. 2164), in connection with the review and approval of 

professional compensation under section 316 or 317 of PROMESA (48 U.S.C. 2176, 2177) 

filed after the date of enactment of this Act, the court may deny allowance of compensation 

or reimbursement of expenses if-- (1) the professional person has failed to file the verified 

disclosure statements required under subsection (b)(1) or has filed inadequate disclosure 

statements under that subsection; or (2) during the professional person's employment in 

connection with the case, the professional person-- (A) is not a disinterested person (as 

defined in section 101 of title 11, United States Code) relative to any entity or person on 

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the List of Material Interested Parties; or (B) represents or holds an adverse interest in 

connection with the case.” (Emphasis added.)

49. The duty of disclosure by professionals that serve the debtor is not merely critical, it is 

“sacrosanct.”7

50. The conflicts' disclosure required of professionals that represent the debtor “goes to the 

heart of the integrity of the bankruptcy system.”8

51. The Title III Court and the U.S. Trustee must require broad and complete disclosure of all 

connections of professionals with debtors, creditors, and any other party-in-interest.9

52. The Title III Court and the U.S. Trustee cannot allow professionals to pick and choose the 

connections to disclose and those to ignore as unimportant or trivial.10

53. The obligation to disclose connections is an independent obligation of the professional 

person serving the debtor, and any failure of a professional person to disclose a connection 

can warrant sanctions, including disqualification and disgorgement of legal fees, even 

absent a conflict of interest.11 The court need not find intent.12

54. The Commonwealth of Puerto Rico’s Title III Case is no different from any other 

bankruptcy case as it relates to conflicts of interest. 

7 See In Re eToys, Inc., 331 B.R. 176, 189 (Bankr. D. Del. 2005). 8 See In Re Universal Building Products, 486 B.R. 650, 663 (Bankr. D. Del. 2010)

9 See In Re Leslie Fay Cos. Inc., 175 B.R. 525 (Bankr. S.D.N.Y. 1994).

10 See In Re Jore Corp., 298 B.R. 703, 726 (Bankr. D. Mont. 2003). See also In Re Fibermark Inc., No. 04-10463, 

2006 WL 723495 (Bankr. D. Vt. March 11, 2006), In Re Saturley, 131 B.R. 509, 517 (Bankr. D. Me. 1991), In Re 

BH&P Inc., 949 F.2d 1300, 1317-18 (3d Cir. 1991), and In Re Granite Partners LP, 219 B.R. 22, 44 (Bankr. S.D.N.Y. 

1998).

11 See In Re Universal Building Products, 486 B.R. 663. 12 See In Re Indep. Eng. Co. Inc., 232 B.R. 529, 532 (B.A.P. 1st Cir. 1999).

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55. As the “watchdog” of the U.S. bankruptcy system13, the U.S. Trustee is obligated to raise 

conflict and disclosure issues in the Title III Case, so that the Title III Court may adjudicate 

professional employment applications under PRRADA.

56. The duty to disclose under Bankruptcy Rule 2014 is considered sacrosanct because the 

complete and candid disclosure by an attorney seeking employment is indispensable to the

court's discharge of its duty to assure the attorney's eligibility for employment under section 

327(a) and to make an informed decision on whether the engagement is in the best interest 

of the estate. In re eToys, Inc., 331 B.R. 176, 189 (Bankr. D.Del. 2005). 

57. Accordingly, “[i]t is not ... the obligation of the bankruptcy court to search the record for

possible conflicts of interest. That obligation belongs to the party who seeks employment

by the estate.” In re BH & P, Inc., 949 F.2d 1300, 1317 (3d Cir. 1991).

58. An applicant's failure to provide clear and candid disclosures inhibits the ability to conduct

a meaningful evaluation of disqualifying connections. See In re LSS Supply Inc., 247 B.R. 

280, 282 (Bankr. D.Ariz. 2000) (“The burden is on the person to be employed to come

forward and make full, candid, and complete disclosure.”); see also In re Champagne 

Services, LLC, 560 B.R. 196, 201 (Bankr. E.D.Va. 2016) (“It is not the United States

Trustee's burden to show that [the Applicant] is not disinterested.”).

59. Professionals for a bankruptcy estate must be committed to protecting the estate'sinterests 

and be free of the “interests of any other person” so that their “basic judgment and

responsibility to the estate” is not affected. See In re Philadelphia Athletic Club, Inc., 20

13 Congress recently encouraged the U.S. Trustee Program “to continue its efforts to ensure a fair and transparent 

bankruptcy process for stakeholders and for the public” and required the U.S. Trustee Program to report its efforts in 

FY 2020 and FY 2021 to enforce professionals' compliance with the disclosure requirements of Bankruptcy Rule 

2014(a). See Explanatory Statement for Commerce, Justice, Science and Related Agencies Appropriations Act of 

2021, accompanying the Consolidated Appropriations Act of 2021 (Publ. L. No. 116-260).

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B.R. 328, 337 (E.D. Pa. 1982).

60. A professional “should not place himself in a position where he may be required to choose 

between conflicting interests or duties.” See In re 765 Assocs., 14 B.R.449, 451 (Bankr. D. 

Hawaii 1981).

61. Under the plain language of 11 U.S.C. § 327(a), any professional employed by a debtorin-possession must be “disinterested” and neither hold nor represent an interest adverse to 

the estate. One court has described Section 327(a) as “a prophylactic provision designed 

to insure that the undivided loyalty and exclusive allegiance required of a fiduciary to an 

estate in bankruptcy is not compromised or eroded.” In re Prudent Holding Corp., 153 

B.R. 629, 631 (Bankr. E.D.N.Y. 1993).

62. Section 101(14), in turn, defines “disinterested person” as a person who does not have an 

“interest materially adverse to the interest of the estate or of any class of creditors or equity 

security holders, by reason of any direct or indirect relationship to, connection with, or

interest in, the debtor, or for any other reason.”

63. Section 101(14)(C), referred to as the “catch-all clause”, has been characterized as “broad 

enough to include anyone who in the slightest degree might have some interest or

relationship that would distract from the independent and impartial attitude which is

required bythe [Bankruptcy] Code.” See In re Glenn Elec. Sales Corp., 89 B.R. 410, 413 

(Bankr. D.N.J.), aff'd, 99 B.R. 596 (D.N.J. 1988); see also In re Black Hills Greyhound 

Racing Ass'n, 154 B.R. 285, 292 (Bankr. D.S.D. 1993).

64. Although not defined in the Bankruptcy Code, “adverse interest” has been interpreted to 

mean: (a) to possess or assert any economic interest that would tend to lessen the value of

the bankrupt estate or that would create either an actual or potential dispute in which the

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estate is a rival claimant; or (b) to possess a predisposition under circumstances that render

such a bias against the estate. In re Glenn Elec. Sales Corp., 89 B.R. 410, 413 (Bankr. 

D.N.J.), aff'd, 99 B.R. 596 (D.N.J. 1988) (quoting In re Star Broadcasting, Inc., 81 B.R. 

835, 838 (Bankr. D.N.J. 1988)). In applying this definition, the court in In re Glenn Elec.

Sales Corp. relied upon a trilogy of cases published from the District of Hawaii dealing 

with conflict of interests between debtors and counsel in bankruptcy proceedings.

65. The Third Circuit in In re Marvel Entertainment Group, Inc., 140 F.3d 463 (3rdCir. 1998), 

determined that the District Court applied the wrong legal standard in disqualifying 

trustee's counsel under Sections 327(a) and 101(14)(E). The Third Circuit held that Section

327(a), as well as § 327(c), imposes a per se disqualification as trustee's counsel of any 

attorney who has an actual conflict of interest; (2) the district court may within its 

discretion — pursuant to § 327(a) and consistent with § 327(c) — disqualify an attorney

who has a potential conflict of interest; and (3) the district court may not disqualify an 

attorney on the appearance of conflict alone. Id. at 476. Any professional person that does 

not meet both the “no adverse interest” and “disinterested person” tests is disqualified from 

employment under Section 327(a). See In re BH&P Inc., 949 F.2d 1300, 1314 (3d Cir. 

1991) (Section 327(a) “creates a two-part requirement for retention of counsel”).

66. Thus, a professional that holds or represents an adverse interest is per se disqualified, and 

a professional that does not hold or represent an adverse interest is nevertheless disqualified 

unless it falls within the definition of “disinterested person” set forth in11 U.S.C. § 

101(14). See, e.g., United States Trustee v. Price Waterhouse, 19 F.3d at 141 (disqualified 

because not disinterested); Michel v. Eagle-Picher Indus., Inc. (In re Eagle-Picher Indus., 

Inc.), 999 F.2d 969, 972 (6th Cir. 1993) (can lack disinterestedness without having adverse

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interest).

67. Potential conflicts of interest are disfavored, and courts should “generally disapprove 

employment of a professional with a potential conflict, with certain possible exceptions”

which include when the potential for a conflict to become actual isremote, and if thereasons 

for employing the professional are particularly compelling. In re Marvel Entertainment

Group, Inc., 140 F.3d at 476.

68. “In addition to the standards established by professional ethics, attorneys retained in 

bankruptcy proceedings are also required to meet the restrictions imposed by section 327

of the Bankruptcy Code.” See, In re Congoleum Corp., 426 F.3d 675, 688 (3rd Cir. 2005).

DISCUSSION

69. Private contractors who are awarded large-scale contracts by the Government of Puerto 

Rico and its instrumentalities do in fact hold adverse interests in relation to the debtors 

here. Thus, O&B is legally precluded from representing those private clients that contract 

with Puerto Rico government agencies, much less assist them in procuring or maintaining 

those same multimillion-dollar government contracts that are subject to the review and 

approval of the Oversight Board that O&B also simultaneously represents.

70. O&B’s representation of private sector clients that contract with the Government of Puerto 

Rico and its instrumentalities during the Oversight Board’s existence places the 

Government of Puerto Rico, its instrumentalities, and competing bidders at an obvious 

disadvantage.

71. The U.S. Trustee Program should sternly object to any request for compensation filed by 

O&B in this Title III Case and demand full disgorgement of legal fees. The U.S. 

Department of Justice should not risk sending the incorrect message to insolvency 

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stakeholders and to the general public that the best way for a private contractor to do 

government procurement in Puerto Rico during the pendency of these insolvency 

proceedings is by secretly hiring the same adviser that the Oversight Board employs.

72. In resolving pending motions, the Title III Court should not pay much credibility to what 

the Oversight Board and O&B state (or omit to state) in their respective writings, but rather 

to what the Oversight Board and O&B have actually done (or failed to do) in relation to 

the process of awarding or maintaining large-scale Puerto Rico government contracts to 

private clients of O&B during the pendency of these Title III proceedings.

73. A thin line divides ethical transgressions from racketeering, collusion, and abuse of the 

bankruptcy process. Pay-to-play schemes cannot be tolerated by the Title III Court in the 

largest municipal bankruptcy in U.S. history.

74. Advisers to the Oversight Board cannot simultaneously serve without bias the Oversight 

Board, which is tasked to rule on the appropriateness of large-scale contracts with the 

Commonwealth of Puerto Rico and to serve as the sole representative of the 

Commonwealth of Puerto Rico and its instrumentalities in this Title III Case, including the 

Puerto Rico Electric Power Authority, and those private sector clients who are eventually 

awarded those same government contracts under the supervision of the Oversight Board.

75. Resolving conflicts of interest controversies in favor of unscrupulous advisers would not 

be consistent with PROMESA, PRRADA, and supplemental bankruptcy case law, and 

would also create the terrible precedent that the most advantageous way for a private 

contractor to land or maintain a large-scale contract with an instrumentality of the 

Government of Puerto Rico during the pendency of the largest municipal bankruptcy in 

U.S. history is by hiring – and paying monies to – the same advisers that the Oversight 

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Board uses.

76. An unresolvable and undisclosed conflict of interest involving O&B exists and is 

continuing, because O&B simultaneously represented: (a) the Oversight Board, who is the 

sole representative of the Commonwealth of Puerto Rico (who is the debtor in the Title III 

Case) since the inception of the Title III Case; and (b) those private clients identified as the 

Conflict Parties in paragraph 21 above.

77. Denial of compensation, disgorgement of legal fees, and the permanent disqualification of 

O&B is merited in this case.

78. The Title III Case docket presently reflects that O&B has failed to disclose to the U.S. 

Trustee, to the Title III Court, and to the other parties having an interest in the Title III 

Case: (a) all of O&B timekeepers’ past and present association with: (i) the Conflict Parties, 

(ii) their principal members, and (iii) any natural person holding a direct or ultimate 

beneficial interest in each of the Conflict Parties; and (b) of the pervasive conflicts of 

interest that result from O&B’s dual, concurrent representation of the Oversight Board and 

the Conflict Parties.

79. In accordance with PRRADA, O&B may not be compensated under section 316 or 317 of 

PROMESA (48 U.S.C. 2176, 2177) unless prior to making a request for compensation 

O&B files with the Title III Court a verified statement conforming to the disclosure 

requirements of Rule 2014(a) of the Federal Rules of Bankruptcy Procedure setting forth 

the connection of O&B with the Conflict Parties. O&B has not done that in this Title III 

Case.

80. In the Commonwealth of Puerto Rico’s Title III Case, the Title III Court must deny O&B 

allowance of compensation and reimbursement of expenses if O&B’s timekeepers fail to 

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file the verified disclosure statements or file inadequate disclosure statements or if during 

O&B’s employment in connection with the Title III Case the Title III Court determines 

that any of O&B’s timekeepers is not a disinterested person (as defined in section 101 of 

title 11, United States Code) relative to any entity or person on the list of Material Interested 

Parties or represents or holds an interest adverse to the Commonwealth of Puerto Rico, 

such as the Conflict Parties that O&B represented during the pendency of the Title III Case 

and that O&B continues to represent as of the date of this motion.

81. PRRADA entirely applies to O&B’s secretive and preferential treatment of the Conflict 

Parties, its private clients.

82. The prompt intervention of the Title III Court and the U.S. Trustee is merited in this public 

matter that significantly impacts the bankruptcy estate of the Commonwealth of Puerto 

Rico and the Puerto Rico Electric Power Authority in the Title III Case in amounts that 

exceed $5 billion.

83. Professionals employed by the Oversight Board cannot be allowed to take advantage of 

their privileged association with the Oversight Board in order to financially benefit private 

clients, injure the Commonwealth of Puerto Rico, and deprive the creditors of the 

Commonwealth of Puerto Rico and of the Puerto Rico Electric Power Authority of 

attainable remedies in the Title III Case.

84. In accordance with PRRADA, professionals representing the Oversight Board, such as 

O&B, are obligated to adequately disclose their connections to all parties in the Title III 

Case and to satisfy the other conflict of interest standards supplementally imposed by the 

U.S. Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.

85. The Title III Court and the U.S. Trustee must require broad and complete disclosure of all 

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connections of professionals with debtors, creditors, and any other party-in-interest.14

86. The Title III Court and the U.S. Trustee cannot allow professionals like O&B to pick and 

choose the connections to disclose and those to ignore as unimportant or trivial.15

87. O&B must be compelled to specifically disclose its association with each and every one of 

the Conflict Parties during the same time periods in which O&B concurrently represented 

the Oversight Board in the Title III Case. O&B has not done that.

88. The obligation to disclose connections is an independent obligation of the professional 

person serving the debtor, and any failure of a professional person to disclose a connection 

can warrant sanctions, including disqualification and disgorgement of legal fees, even 

absent a conflict of interest.16 The court need not find intent.17

89. The Commonwealth of Puerto Rico’s Title III Case is no different from any other 

bankruptcy case as it relates to conflicts of interest. 

90. O&B’s concurrent representation of the Oversight Board and of the Conflict Parties has 

created conflicts which are materially adverse [in amounts exceeding $5 billion] and in 

violation of PROMESA, PRRADA, the U.S. Bankruptcy Code, and Canon 21 of the Rules 

of Professional Ethics applicable to Puerto Rico attorneys.

91. O&B's failure to provide clear and candid disclosures as to its connections with the Conflict 

Parties warrants O&B's disqualification as advisors to the Oversight Board, as well as the 

disallowment and disgorgement of all fees.

92. PRRADA and the Federal Rules of Bankruptcy Procedure require that an application for

14 See In Re Leslie Fay Cos. Inc., 175 B.R. 525 (Bankr. S.D.N.Y. 1994). 15 See In Re Jore Corp., 298 B.R. 703, 726 (Bankr. D. Mont. 2003). See also In Re Fibermark Inc., No. 04-10463, 

2006 WL 723495 (Bankr. D. Vt. March 11, 2006), In Re Saturley, 131 B.R. 509, 517 (Bankr. D. Me. 1991), In Re 

BH&P Inc., 949 F.2d 1300, 1317-18 (3d Cir. 1991), and In Re Granite Partners LP, 219 B.R. 22, 44 (Bankr. S.D.N.Y. 

1998).

16 See In Re Universal Building Products, 486 B.R. 663. 17 See In Re Indep. Eng. Co. Inc., 232 B.R. 529, 532 (B.A.P. 1st Cir. 1999).

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employment must be accompanied by a verified statement of the person to be employed 

setting forth the person's connections with the debtor, creditors, or any other party in

interest. Fed. R.Bankr. P. 2014(a).

93. O&B is and remains required to provide clear and candid disclosures regarding all 

connections to the debtor, creditors, and parties in interest, such as the Conflict Parties. 

See In re Park-Helena Corp., 63 F.3d 877, 881 (9th Cir. 1995); In re Wood, 408 B.R. 841,

853 (Bankr. D. Kan. 2009); In re Laferriere, 286 B.R. 520, 526 (Bankr. D. Vt. 2002).

94. O&B's duty to disclose under Rule 2014(a) is a continuous one. In re Sandpoint Cattle

Company, LLC, 556 B.R. 408, 421 (Bankr. D.Neb. 2016).

95. Courts, creditors, and the U.S. Trustee rely upon a professional's voluntary disclosures to

evaluate whether their retention is appropriate or not. 

96. Here, O&B has so far failed to specifically disclose that it concurrently represented the 

Oversight Board and the Conflict Parties and the extent of its connections.

97. O&B's incomplete disclosures fall short of its mandatory obligation to provide “full,

candid, and complete disclosures” to the Title III Court. In re Kings River Resorts, Inc., 

342 B.R. 76, 85 (Bankr. E.D.Cal. 2006).

98. O&B cannot unilaterally decide what disclosures it desires to make in the Title III Case or

when to make them.

99. O&B's manipulative actions as to the Conflict Parties inappropriately shift O&B's statutory 

burden to the Title III Court, to the U.S. Trustee, and to other parties in interest in the Title 

III Case, to pry the information necessary to evaluate the ongoing conflicts of interest.

100. Simply put, O&B “cannot usurp the court's function by choosing, ipse dixit, which 

connections impact disinterestedness and which do not. The existence of an arguable 

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conflict must be disclosed if only to be explained away.” In re Midway Industry 

Contractors, Inc., 272 B.R. 651 (Bankr. N.D.Ill. 2001) (citing In re Granite Partners, L.P.,

219 B.R. 22, 34 (Bankr. S.D.N.Y. 1998).

101. O&B's lack of full disclosure in relation to the Conflict Parties is a sufficient basis,

by itself, to warrant denial of its employment in the Title III Case. See In re Lewis Road, 

LLC, Case No. 09–37672, 2011 WL 6140747, at *9 (Bankr. E.D.Va. December 9, 2011); 

see also In re Biddle, Case No. 12- 05171, 2012 WL 6093926, at *4 (Bankr. D.S.C. 

December 6, 2012).

102. Here, as set forth above, O&B concurrently represented the Oversight Board and 

the Conflict Parties that hold multimillion dollar contracts with the Puerto Rico Electric 

Power Authority and the Commonwealth of Puerto Rico and its instrumentalities, including 

post-petition contract awards. 

103. Multiple representations that may be allowed in commercial settings, especially 

with the informed consent of the clients, may not be acceptable in a bankruptcy setting, 

especially in the Title III Case, which is the largest municipal bankruptcy in U.S. history. 

The Bankruptcy Code provisions dealing with conflicts of interest are generally much

stricter that the comparable rules of professional conduct. 

104. PRRADA and bankruptcy case law clearly establish that O&B's undisclosed 

representation of the Conflict Parties creates an actual conflict of interest which prohibits 

the retention of O&B as advisors to the Oversight Board.

105. By concurrently representing the Oversight Board and the Conflict Parties, O&B 

has a conflicting decision whether to side with the public interests of the Oversight Board 

and the Commonwealth of Puerto Rico in the Title III Case, or to side with the private 

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interests of the Conflict Parties.

106. O&B has placed itself in the position of choosing between competing public and 

private interests.

107. The Movant leaves the Title III Court and the U.S. Trustee to their respective legal

burdens, and reserves any and all rights, remedies and obligations to, inter alia, 

complement, supplement, augment, alter and/or modify this motion, file any appropriate 

additional pleadings and/or conduct any and all discovery as may be deemed necessary or 

as may be required and to assert such other grounds as may become apparent upon further 

certifications submitted by the knowledge parties in the Title III Case or facts learned

through factual discovery. 

108. Given the sui generis nature of PROMESA, the Title III Court is the sole venue 

where PRRADA violations may be submitted for adjudication in cases where professionals 

retained by the Oversight Board incur in conflicts of interests and fail to properly disclose 

them. 

109. Under PRRADA and applicable bankruptcy law standards, O&B is required to 

either “explain away”18 its long-standing connections to each of the Conflict Parties that 

have dealings with the Commonwealth of Puerto Rico and its instrumentalities or be 

immediately disqualified as advisors to the Oversight Board in the Title III Case.

110. Because of the multiple conflicts of interest that exist, O&B is unfit to serve as legal 

counsel to the Oversight Board in this case, the largest municipal bankruptcy in U.S. 

history. Certain officers and other service providers of the Oversight Board are similarly 

unfit to continue in their positions as well, because of their mishandling of the BDE’s Loan 

18 See In re Midway Industry Contractors, Inc., 272 B.R. 651 (Bankr. N.D.Ill. 2001) (citing In re Granite Partners,

L.P., 219 B.R. 22, 34 (Bankr. S.D.N.Y. 1998).

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Sale Agreement. Their continued presence in these Title III proceedings do not “make the 

government contracting process more effective,” do not “increase the public’s faith in this 

process,” and do not “promote market competition”.

111. For the reasons set forth above, the Movant requests that the Title III Court grants 

this motion as presented and issue a Judgment that: 

(a) Permanently disqualifies O&B and its members from serving as advisors to the Financial 

Oversight and Management Board for Puerto Rico;

(b) Provides for the disallowment and full disgorgement of fees;

(c) Declares null and void ab initio the $384,269,047 Loan Sale Agreement described above 

for lack of due process and the Oversight Board’s willful failure to comply with the legal 

formalities imposed by the Oversight Board’s own contract review policy, which requires the 

revision and approval of all Puerto Rico government contracts having a transactional value of 

$10 million or more; and

(d) Grants such other relief that the Title III Court deems just, fair, and equitable considering

the conflicts of interest that exist and that are continuing.

Certificate of Service

I hereby certify that, on this date, I electronically filed the foregoing with the Clerk of the Court 

using the CM/ECF system, which will send notifications of such filing to all CM/ECF 

participants in this matter.

In San Juan, Puerto Rico, this 19th day of January 2023.

S/Javier A. Rivera Vaquer

USDC-PR No. 225809

Javier A. Rivera Vaquer

PO Box 192376

San Juan, Puerto Rico 00919-2376

Tel. 787-759-3634

jariva@rimerico.com

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