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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

JOSHUA HILL JR. (SBN 250842)

jhill@mofo.com

CHRISTINE Y. WONG (SBN 284026)

christinewong@mofo.com

MORRISON & FOERSTER LLP

425 Market Street

San Francisco, CA 94105

Tel: (415) 268-7000

Fax: (415) 268-7522

Proposed Special Regulatory Counsel to Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re 

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

APPLICATION OF DEBTORS 

PURSUANT TO 11 U.S.C. § 327(E) AND 

FED. R. BANKR. P. 2014(A) AND 2016 

FOR AUTHORITY TO RETAIN AND 

EMPLOY MORRISON & FOERSTER 

LLP AS SPECIAL REGULATORY 

COUNSEL FOR THE DEBTORS 

EFFECTIVE AS OF THE PETITION 

DATE

Date: June 12, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: June 5, 2019

 4:00 p.m. (Pacific Time)

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PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility”), as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the 

above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Application (the 

“Application”), pursuant to section 327(e) of title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for authority to retain and employ Morrison & Foerster LLP 

(“Morrison & Foerster” or the “Firm”) as special regulatory counsel to the Debtors effective as 

of the Petition Date (as defined below).

The Debtors request the Court approve the retention of Morrison & Foerster as special 

regulatory counsel to the Debtors, and to provide the Debtors with legal advice in relation to 

certain ongoing government investigations in accordance with Morrison & Foerster’s normal 

hourly rates in effect when services are rendered and Morrison & Foerster’s normal 

reimbursement policies.

In support of this Application, the Debtors submit the Declaration of Joshua Hill Jr., a 

member of the Firm (the “Hill Declaration”), and the Declaration of Janet Loduca, Senior Vice 

President and Interim General Counsel of PG&E Corp. (the “Loduca Declaration”), each of 

which is filed concurrently herewith. A proposed form of order approving the retention and 

employment of Morrison & Foerster is annexed hereto as Exhibit A (the “Proposed Order”).

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MEMORANDUM OF POINTS AND AUTHORITIES

I. JURISDICTION

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334,

the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 

(N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District 

Court for the Northern District of California (the “Bankruptcy Local Rules”). This is a core 

proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 

U.S.C. §§ 1408 and 1409.

II. BACKGROUND

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 

11 Cases. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes 

only pursuant to Bankruptcy Rule 1015(b).

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 

2019, the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants

Committee” and, together with the Creditors Committee, the “Committees”).

Additional information regarding the circumstances leading to the commencement of the 

Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set

forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and 

Related Relief [Docket No. 263] (the “Wells Declaration”).

III. MORRISON & FOERSTER’S QUALIFICATIONS

Prior to the Petition Date, in response to a competitive RFP process involving numerous

law firms, Morrison & Foerster was selected as a preferred provider of legal services specifically

in connection with CPUC regulatory enforcement proceedings. Since early 2018, Morrison & 

Foerster has served as regulatory defense counsel to the Debtors, and have provided the Debtors 

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with legal advice concerning certain ongoing investigations by the Safety and Enforcement 

Division of the CPUC and related matters described below (collectively, the “Special Counsel 

Matters”). As a result of its prepetition representation of the Debtors, and, in particular, Joshua 

Hill’s prior representation of the Debtors, Morrison & Foerster has acquired familiarity with the 

Debtors’ operations generally, as well as in-depth knowledge of the facts and circumstances 

specific to the ongoing investigations against the Debtors. The Debtors submit that a favorable 

resolution of the Special Counsel Matters is critical to the Debtors’ continued ability to operate in 

a highly-regulated environment, and ultimately the success of these Chapter 11 Cases.

The Debtors also have selected Morrison & Foerster as their attorneys because of the 

Firm’s extensive general experience in and knowledge of the energy industry, as well as Morrison 

& Foerster’s recognized expertise in the field of regulatory defense, criminal investigations, and 

litigation involving state and federal government entities. The professionals who will be 

primarily responsible for this engagement have advised clients with respect to regulatory

compliance, managing investigations and related litigation, and risk assessment. Prior to joining 

the Firm, Joshua Hill represented the Debtors in connection with an Order Instituting 

Investigation (“OII”) commenced by the CPUC related to Debtors’ gas distribution

recordkeeping and safety practices through a hearing before a CPUC Administrative Law Judge 

(Case No. I.14-11-008). Mr. Hill’s representation included all aspects of the OII proceeding, 

including prehearing briefing, oral examinations, preparation of testimony, hearing, and posthearing briefing, and appeal. Thus, Morrison & Foerster is uniquely qualified to represent the 

Debtors in enforcement proceedings before the CPUC.

More generally, Morrison & Foerster maintains a robust presence in the San Francisco 

Bay Area region with more than 300 attorneys. Morrison & Foerster has extensive experience 

advising and representing other utilities in practice areas ranging from corporate law, mergers and 

acquisitions, capital markets, FERC, privacy, tax, restructuring, and commercial litigation. 

Morrison & Foerster’s clients in the energy industry include, among others, Southwest Gas, 

WGL, Public Service Enterprise Group, Dominion Energy, Inc., SoCal Edison, ConEdison, San 

Diego Gas & Electric, and Duke Energy Corporation.

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In light of the foregoing, the Debtors submit that the interruption and duplicative cost 

involved in obtaining substitute counsel to replace Morrison & Foerster would be disruptive and 

harmful to the Debtors and, as a result the Chapter 11 Cases. Substitute counsel would require 

substantial time (and the incurrence of potentially significant estate expense) in order to 

familiarize itself with the Debtors, their operations, and the facts pertinent to the Special Counsel 

Matters.

IV. SCOPE OF SERVICES

The services to be performed by Morrison & Foerster are appropriate and necessary to

enable the Debtors to defend against ongoing investigation and enforcement actions brought by 

CPUC. Subject to further order of this Court, it is proposed that Morrison & Foerster be 

employed to render the following professional services:

a. advising and representing the Debtors generally in connection with

ongoing investigations conducted by the Safety and Enforcement

Division of the CPUC (“SED”), including by performing legal and

factual due diligence, analyzing documents, conducting interviews,

and formulating responses to inquiries received from CPUC

(including the following data requests issued by the SED: Camp Fire

SED-001 through SED-006; North Bay Fire SED-006 and SED-007;

and other miscellaneous data requests);

b. formulating strategy in advance of and preparing on behalf of the

Debtors necessary motions, applications, objections, and other

filings in any Orders Instituting Investigation commenced by the

SED relating to alleged violations of state laws and regulations in

connection with the 2017 and 2018 wildfires;

c. advising and representing the Debtors generally in connection with

any Notices of Violation or Electric Safety Citations, pursuant to

CPUC Resolution ALJ-274, commenced by the SED relating to

alleged violations of state laws and regulations in connection with

the 2017 and 2018 wildfires;

d. negotiating with the SED and other regulatory bodies, as

appropriate;

e. advising and representing the Utility regarding its rights and

obligations under its Transportation Services Agreements with Ruby

Pipeline, L.L.C.; and

f. performing all other necessary legal services in connection with the

foregoing; provided, however, that to the extent Morrison & Foerster

determines that such services fall outside of the scope of services

historically or generally performed by Morrison & Foerster as

special regulatory counsel, Morrison & Foerster will file a

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supplemental declaration.

It is necessary for the Debtors to employ attorneys to render the foregoing professional 

services. Morrison & Foerster has stated its desire and willingness to act in these cases and 

render the necessary professional services as attorneys for the Debtors. While the Debtors believe 

Morrison & Foerster would otherwise qualify as an ordinary course professional under the Order 

Pursuant to 11 U.S.C. §§ 105(a), 327, 328, and 330 Authorizing the Debtors to Employ 

Professionals Used in the Ordinary Course of Business Nunc Pro Tunc to the Petition Date [Dkt 

No. 707] (the “OCP Order”), Morrison Foerster expects to incur fees and expenses in excess of 

the caps provided in the OCP Order. Therefore, the Debtors seek to retain Morrison & Foerster.

V. NO DUPLICATION OF SERVICES

In addition to this Application, the Debtors have filed, or expect to file shortly,

applications to employ: (i) Weil Gotshal & Manges LLP, as lead bankruptcy counsel, (ii) Keller 

& Benvenutti LLP, as co-bankruptcy counsel, (iii) Cravath, Swaine & Moore LLP, as corporate 

counsel, (iv) Munger, Tolles & Olson LLP (“Munger, Tolles”), as regulatory counsel, (v) Lazard 

Frères & Co. LLC, as investment banker, (vi) AP Services, LLP, to provide a chief restructuring 

officer, deputy chief restructuring officer, and other personnel, and (vii) Prime Clerk, LLC, as 

claims and noticing agent. The Debtors may also file applications to employ additional 

professionals. Rather than resulting in any extra expense to the Debtors’ estates, it is anticipated 

that the efficient coordination of efforts of the Debtors’ attorneys and other professionals will 

greatly add to the progress and effective administration of these Chapter 11 Cases.

As described in the Hill Declaration, Morrison & Foerster will only advise the Debtors 

with respect to the Special Counsel Matters. Although Munger, Tolles was also retained to 

provide regulatory advice to the Debtors, the matters for which Munger, Tolles and Morrison & 

Foerster have been retained are separate, discrete regulatory matters as identified in each firm’s 

respective retention application. Accordingly, the matters for which Munger, Tolles has been 

retained will not overlap with the Special Counsel Matters.

Further, Morrison & Foerster intends to monitor and, to the extent necessary, coordinate 

with the other professionals in these Chapter 11 Cases to ensure a clear delineation of each firm’s 

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respective roles in connection with representation of the Debtors in these Chapter 11 Cases to 

prevent duplication of services and ensure the cases are administered in the most efficient fashion 

possible.

VI. MORRISON & FOERSTER’S DISINTERESTEDNESS

To the best of the Debtors’ knowledge, the partners of, counsel to, and associates of

Morrison & Foerster do not have any connection with or any interest adverse to the Debtors, their 

creditors, or any other party in interest with respect to the Special Counsel Matters. In addition, 

to the best of the Debtors’ knowledge, and based on the Hill Declaration, Morrison & Foerster 

does not have any connection with any creditor or other party in interest, except as may be set 

forth in the Hill Declaration.

Based upon the information set forth in the Hill Declaration, Morrison & Foerster is 

therefore qualified to serve as special regulatory counsel to the Debtors. See In re AroChem 

Corp., 176 F.3d 610, 622 (2d. Cir. 1999) (“[W]here the trustee seeks to appoint counsel only as 

‘special counsel’ for a specific matter, there need only be no conflict between the trustee and 

counsel’s creditor client with respect to the specific matter itself.”) (quoting Stombous v. 

Kilimnik, 988 F.2d 949, 964 (9th Cir. 1993)) (internal quotations omitted).

The Debtors have been informed that Morrison & Foerster will conduct an ongoing 

review of its files to ensure that no disqualifying circumstances arise. If any new relevant facts or 

relationships are discovered, Morrison & Foerster will supplement its disclosure to the Court.

VII. PROFESSIONAL COMPENSATION

As set forth in the Hill Declaration, for the 90 days prior to the Petition Date, Morrison &

Foerster received payments and advances in the aggregate amount of $280,521.63 for 

professional services performed and to be performed, and expenses incurred and to be incurred in 

connection with the Special Counsel Matters. Morrison & Foerster did not receive an advance 

payment retainer from the Debtors, and all amounts collected were in connection with invoices 

submitted to the Debtors by Morrison & Foerster.

The Debtors understand and have agreed that Morrison & Foerster hereafter will apply to 

the Court for allowances of compensation and reimbursement of expenses in accordance with the 

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applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

Rules, the United States Bankruptcy Court Northern District of California Guidelines for 

Compensation and Expense Reimbursement of Professionals and Trustees, effective February 19, 

2014 (the “Local Guidelines”), the U.S. Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines,” and 

together with the Local Guidelines, the “Fee Guidelines”), and any further Orders of the Court 

(the “Orders”) for all professional services performed and expenses incurred after the Petition 

Date.

Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

Local Rules, the Fee Guidelines, and the Orders, the Debtors propose to compensate Morrison & 

Foerster for services rendered at the hourly rates in effect from time to time, as set forth in the 

Hill Declaration, and to reimburse Morrison & Foerster according to its customary reimbursement 

policies. The Debtors respectfully submit that Morrison & Foerster’s rates and policies stated in 

the Hill Declaration are reasonable, particularly given the nature of the Special Counsel Matters 

and their potential impact on these Chapter 11 Cases.

VIII. NOTICE

Notice of this Application will be provided to (i) the Office of the United States Trustee

for Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the 

Creditors Committee; (iii) counsel to Tort Claimants Committee; (iv) the Securities and Exchange 

Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; 

(vii) the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix)

the Federal Energy Regulatory Commission; (x) the Office of the United States Attorney for the 

Northern District of California; (xi) counsel for the agent under the Debtors’ debtor in possession 

financing facility; and (xii) those persons who have formally appeared in these Chapter 11 Cases 

and requested service pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no 

further notice is required.

No previous request for the relief sought herein has been made by the Debtors to this or 

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any other Court.

WHEREFORE the Debtors respectfully request entry of an order (i) granting the relief 

requested herein as a sound exercise of the Debtors’ business judgment and in the best interests of 

the Debtors, their estates, creditors, shareholders, and all parties in interest, and (ii) such other and 

further relief as the Court may deem just and appropriate.

Dated: May 22, 2019 Respectfully submitted,

By: 

Name: Janet Loduca

Title: Senior Vice President and Interim General 

Counsel

� ()cJ_ _

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