1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Exhibit A 

[PROPOSED] Order 

Case: 19-30088 Doc# 1756-1 Filed: 04/29/19 Entered: 04/29/19 18:26:34 Page 1

of 5
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for 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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. § 327(a) AND FED. R. BANKR. P. 

2014(a) AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY COMPASS 

LEXECON, LLC AS ECONOMIC 

CONSULTANTS TO THE DEBTORS NUNC 

PRO TUNC TO PETITION DATE 

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). 

Case: 19-30088 Doc# 1756-1 Filed: 04/29/19 Entered: 04/29/19 18:26:34 Page 2

of 5
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Upon the Application, dated April 29, 2019 (the “Application”),1 of 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”), pursuant to section 327(a) 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 Compass Lexecon, LLC 

(“Compass”) as economic consultants for the Debtors, effective as of the Petition Date, all as more 

fully set forth in the Application; and this Court having jurisdiction to consider the Application 

and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and the Order Referring 

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 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”); and consideration of the Application and the 

requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper 

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the 

Application having been provided to the parties listed therein, and it appearing that no other or 

further notice need be provided; and this Court having reviewed the Application, the Turki 

Declaration and the Zumbro Declaration; and upon the record of the Hearing (if any was held) and 

all of the proceedings had before the Court; and this Court having found and determined that the 

relief sought in the Application is in the best interests of the Debtors, their estates, creditors, 

shareholders, and all parties in interest; and that the legal and factual bases set forth in the 

Application establish just cause for the relief granted herein; and after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as provided herein. 

2. Pursuant to section 327(a) of the Bankruptcy Code and Bankruptcy Rules 2014(a) 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to 

such terms in the Application. 

Case: 19-30088 Doc# 1756-1 Filed: 04/29/19 Entered: 04/29/19 18:26:34 Page 3

of 5
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

and 2016, the Debtors are authorized to employ and retain Compass as economic consultants in 

these Chapter 11 Cases in accordance with the terms and conditions set forth in the Engagement 

Letter to perform the services as contemplated by the Application, Nunc Pro Tunc to the Petition 

Date. 

3. If, during the pendency of these Chapter 11 Cases, the Debtors and Compass enter 

into any additional agreements for the provision of additional services by Compass, beyond those 

contemplated by the Application or reasonable extensions thereof, Compass and the Debtors will 

seek separate retention orders with regard to any such additional agreements. 

4. Notwithstanding anything to the contrary contained herein or in the Application 

and the Engagement Letter, Compass shall file interim and final fee applications for allowance of 

compensation and reimbursement of out-of-pocket expenses in accordance with sections 330 and 

331 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”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. 

R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensation and 

Reimbursement of Expenses of Professionals [Docket No. 701], and any further Orders of the 

Court in these Chapter 11 Cases regarding professional compensation and reimbursement of 

expenses (the “Orders”). For the avoidance of doubt, Compass’ fee applications are subject to 

court approval. 

5. Compass shall provide reasonable notice to the Debtors and the U.S. Trustee of any 

increase of the hourly rates listed in the Turki Declaration. 

6. Compass shall use its best efforts to avoid duplication of services provided by any 

of the Debtors’ other retained professionals in these Chapter 11 Cases. 

 

Case: 19-30088 Doc# 1756-1 Filed: 04/29/19 Entered: 04/29/19 18:26:34 Page 4

of 5
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

7. Except as otherwise ordered herein, the compensation, reimbursement, limitation 

of liability and related provisions set forth in the Engagement Letter are approved. 

8. To the extent the Application is inconsistent with this Order, the terms of this Order 

shall govern. 

9. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation, interpretation, or enforcement of this Order. 

** END OF ORDER ** 

Case: 19-30088 Doc# 1756-1 Filed: 04/29/19 Entered: 04/29/19 18:26:34 Page 5

of 5