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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

MORRISON & FOERSTER LLP

Joshua Hill, Jr.

Christine Y. Wong

425 Market Street

San Francisco, CA 94105

Tel: (415) 268-7000

Fax: (415) 268-7522

Proposed Special Regulatory Counsel 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,

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)

DECLARATION OF JOSHUA HILL, JR. 

IN SUPPORT OF APPLICATION OF 

DEBTORS PURSUANT TO 11 U.S.C. § 

327(A) 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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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

I, Joshua Hill, Jr., pursuant to 28 U.S.C. § 1746, to the best of my knowledge and belief, 

and after reasonable inquiry, declare as follows:

I am a partner in the law firm of Morrison & Foerster LLP (“Morrison & Foerster” or 

the “Firm”), with offices at 425 Market Street, San Francisco, CA 94105, among other locations, 

and I am duly authorized to make this declaration (the “Declaration”) on behalf of Morrison & 

Foerster. I am an attorney duly admitted and in good standing to practice before the Courts of the 

States of California, New York, and Texas; the United States District Courts for the Eastern 

District of New York and the Northern District of California; and the United States Court of 

Appeals for the Ninth Circuit. There are no disciplinary proceedings pending against me.

This Declaration is submitted 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”) and the Local Bankruptcy Rules of the United States 

Bankruptcy Court for the Northern District of California (the “Local Bankruptcy Rules”) in 

support of the 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 (the “Application”),1filed 

contemporaneously herewith. 

SERVICES TO BE PROVIDED

Morrison & Foerster is a global law firm employing more than 1,000 attorneys across 17 

offices world-wide. Since early 2018, Morrison & Foerster has served as regulatory defense 

counsel to the Debtors, and has provided the Debtors with legal advice concerning certain 

ongoing governmental investigations (collectively, the “Special Counsel Matters”), including 

the California Public Utility Commission’s (“CPUC”) investigation into the Debtors’ 

involvement with recent wildfires in Northern California. As a result of its prepetition 

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

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

to them in the Application.

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

operations generally, as well as in-depth knowledge of the facts and circumstances specific to the 

Special Counsel Matters. The Firm has extensive experience in and knowledge of the energy 

industry, as well as 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.

In connection with these Chapter 11 Cases, the Debtors have requested that Morrison & 

Foerster provide a range of services in connection with the Special Counsel Matters, including, 

but not limited to, the following:

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.

PROFESSIONAL COMPENSATION

As of the date of execution of this Declaration, the ranges of Morrison & Foerster’s 

standard hourly rates are as follows: 

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

a. the hourly rates for partners range from $925 per hour to $1,500 per

hour, based upon a variety of factors, including seniority, distinction,

and expertise in one’s field;

b. the hourly rates for “of counsel” and “senior of counsel” range from

$750 per hour to $1,380 per hour;

c. the hourly rates for attorneys and associates range from $510 per

hour to $850 per hour; and

d. the hourly rates for paraprofessionals range from $255 per hour to

$460 per hour.

In connection with the competitive RFP process through which Morrison & Foerster was 

selected to represent the Debtors with respect to the Special Counsel Matters, the Debtors 

negotiated certain billing rate and volume discounts from the standard rates set forth above, as 

reflected in the engagement letter attached as Exhibit A hereto. Morrison & Foerster’s hourly 

rates are subject to periodic adjustments to reflect economic and other conditions. Any such 

adjustments will be reflected in Morrison & Foerster’s fee requests. There are no alternative fee 

arrangements from customary billing. Further, no professional varies his or her rate based on 

geographic location.

It is Morrison & Foerster’s policy to charge its clients in all areas of practice for out-ofpocket expenses incurred in connection with the client’s case. The expenses charged to clients 

include, among other things, mail and express mail, special or hand delivery, outgoing facsimiles, 

photocopying, scanning and/or printing, computer assisted research (which shall not be more than 

the actual cost incurred by Morrison & Foerster in performing such research), travel, “working 

meals,” transcription, as well as non-ordinary overhead expenses such as secretarial and other 

overtime. Morrison & Foerster will charge for these expenses in a manner and at rates consistent 

with charges made generally to its other clients.

DISINTERESTEDNESS AND DISCLOSURE OF CONNECTIONS

In order to ascertain Morrison & Foerster’s “connections,” as that term is used in 

Bankruptcy Rule 2014, with the Debtors, the Debtors’ creditors, and other parties-in-interest in 

these Chapter 11 Cases, the Firm’s New Business Department, under the supervision of Morrison 

& Foerster attorneys, conducted an internal search to identify any “connections” with any 

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

creditors and parties-in-interest as of the Petition Date based on a list provided to Morrison & 

Foerster by the Debtors’ lead bankruptcy counsel (collectively, the “Interested Parties”). This 

internal inquiry regarding the Interested Parties was performed by Morrison and Foerster’s New 

Business Department using Morrison & Foerster’s conflict database to determine if Morrison & 

Foerster currently represents or formerly represented any of the Interested Parties within the past 

two years, and if so, whether such representation involved the Special Counsel Matters. Attached 

as Schedule 1 hereto is a list of the categories of Interested Parties that Morrison & Foerster has 

searched to date.

Morrison & Foerster searched the names of the Interested Parties in a computer system 

containing the names of current and former clients of Morrison & Foerster. This search revealed 

that certain Interested Parties are or may be current clients of Morrison & Foerster, or may have 

been former clients of Morrison & Foerster within the past two years, as identified on the list 

attached to this Declaration as Schedule 2.

Based on the results of this search, and through direct inquiries with Morrison & Foerster 

attorneys as necessary, it was determined that the representation of the Interested Parties 

disclosed on Schedule 2 hereto concerned matters unrelated to the Special Counsel Matters.

The status of entities identified as Interested Parties by the Debtors may have changed or 

could change during the pendency of the Chapter 11 Cases without Morrison & Foerster’s 

knowledge. Morrison & Foerster will periodically review its files during the pendency of these 

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If 

any new or relevant facts or relationships are discovered or arise, Morrison & Foerster will use 

reasonable efforts to identify such further developments and will promptly file a supplemental 

declaration, as required by Bankruptcy Rule 2014(a).

Morrison & Foerster does not hold or represent any interest adverse to the Debtors’ estates 

and, except as disclosed on Schedule 2, does not have any “connections” to the Debtors’ 

creditors, affiliates, other parties-in-interest and potential parties-in-interest, the Office of the 

United States Trustee for Region 17 and attorneys employed by such office, or any judge in the 

United States Bankruptcy Court for the Northern District of California.

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

As specifically set forth below and in the attached Schedules, Morrison & Foerster 

represents or has represented certain Interested Parties in matters unrelated to the Special Counsel 

Matters.

As part of its customary practice, Morrison & Foerster is retained in cases, proceedings,

and transactions involving many different parties throughout the United States and worldwide, 

some of whom may represent or be employed by the Debtors, claimants, and parties-in-interest in 

these chapter 11 cases. 

Pursuant to section 327(e) of the Bankruptcy Code, Morrison & Foerster is not 

disqualified from acting as the Debtors’ special regulatory counsel merely because it previously

represented or currently represents the Debtors’ creditors, or other parties in interest in matters 

unrelated to the Special Counsel Matters. Such parties are identified in Schedule 2 to this 

Declaration. To the extent they are significant in the context of these chapter 11 cases and 

involved work performed within the last two years, Morrison & Foerster’s relationships with

certain of those parties are described in further detail below.

Susan Mac Cormac, a corporate partner in Morrison & Foerster’s San Francisco office, 

previously participated in public forums hosted by CPUC relating to the Debtors’ corporate 

governance. Her participation in these public forums has concluded. Ms. Mac Cormac was not

compensated for her participation in these public forums, nor was the Firm engaged by CPUC to 

provide legal services. Morrison & Foerster does not believe this poses a conflict of interest, and 

only notes this connection in the spirit of full disclosure.

For fiscal year 2018, of the Interested Parties searched, Bank of America, N.A. and 

McKinsey & Co. accounted for more than 1% of the value of the time billed to client matters by

Morrison & Foerster. Morrison & Foerster represents these entities in matters unrelated to the 

Special Counsel Matters.

Attorneys in Morrison & Foerster’s Business Restructuring and Insolvency Group 

(“BRIG”), principally located in the Firm’s New York office, represent certain parties in relation 

to the Debtors, including investors in the Debtors’ capital structure, power supply contract 

counterparties, and co-investors in power projects. None of these parties accounted for more than 

6

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

1% of the value of the time billed to clients by Morrison & Foerster in fiscal year 2018. Further, 

the Debtors are aware of these representations, and have agreed to waive any potential conflict 

associated with those representations.

BRIG attorneys have also been engaged by United Parcel Service (“UPS”) to monitor the 

Debtors’ bankruptcy cases generally and, if necessary, file a proof of claim on UPS’ behalf. UPS 

accounted for more than 1% of the value of the time billed to clients by Morrison & Foerster in 

fiscal year 2018. The Debtors are aware of Morrison & Foerster’s representation of UPS, and 

have agreed to waive any potential conflict associated with this representation. However, 

Morrison & Foerster will not represent UPS in any litigation against the Debtors.

Morrison & Foerster has implemented informational and ethical walls to screen attorneys 

representing the Debtors from BRIG attorneys providing services to these other clients. These 

walls have been established in accordance with Morrison & Foerster’s customary practices and 

procedures, and will prevent BRIG attorneys providing services to the clients identified herein 

from accessing documents and other information relating to the Special Counsel Matters, and vice 

versa. For the avoidance of doubt, none of the Morrison & Foerster attorneys representing the 

Debtors with respect to the Special Counsel Matters will be representing any of these other clients 

in connection with the Chapter 11 Cases.

Morrison & Foerster will not represent the Debtors in any adversary proceeding, contested 

matters, or other litigation against any current client of Morrison & Foerster without obtaining 

waivers where necessary or appropriate. Morrison & Foerster will notify the United States 

Trustee of any waivers it receives during the pendency of the Debtors’ bankruptcy cases. If any 

matters arise with respect to which Morrison & Foerster cannot obtain a necessary waiver, the 

Debtors will utilize other counsel to represent the interests and act on behalf of the Debtors.

STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

Morrison & Foerster intends to apply for compensation for professional services rendered 

in connection with these Chapter 11 cases subject to the approval of this Court and in compliance 

with applicable provisions of the Bankruptcy Code, Federal and Local Bankruptcy Rules, and

Orders of the Court entered in these cases concerning compensation of professionals, on an 

7

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Morrison & Foerster LLP

425 Market Street 

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hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by the 

firm. Morrison & Foerster has not been paid any retainer against which to bill fees and expenses.

The following is provided in response to the request for additional information set forth in 

¶ D.1 of the Guidelines for Reviewing Applications for Compensation and Reimbursement of 

Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “Revised 

Guidelines”):

Question: Did you agree to any variations from, or alternatives to, your standard or 

customary billing arrangements for this engagement?

Response: As part of the competitive RFP process through which Morrison & 

Foerster was selected to represent the Debtors with respect to the Special 

Counsel Matters, the Debtors negotiated billing rate and volume 

discounts from the Firm’s standard hourly rates, as reflected in the 

engagement letter attached as Exhibit A hereto.

Question: Do any of the professionals included in this engagement vary their rate 

based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the twelve (12) months prepetition, 

disclose your billing rates and material financial terms for the prepetition 

engagement, including any adjustments during the 12 months 

prepetition. If your billing rates and material financial terms have 

changed postpetition, explain the difference and the reasons for the 

difference.

Response: Morrison & Foerster represented the Debtors for approximately 12 

months prior to the Petition Date. Morrison & Foerster’s customary 

billing rates at the beginning of the engagement were $725 to $1,400 for 

partners and counsel, $460 to $835 for associates, and $230 to $440 for 

paraprofessionals. In January 2019, Morrison & Foerster adjusted its 

standard billing rates for attorneys and paralegals in the ordinary course. 

Morrison & Foerster’s billing rates have not changed since the Petition 

Date. 

Question: Has your client approved your prospective budget and staffing plan, and, 

if so, for what budget period?

Response: Morrison & Foerster is developing a budget and staffing plan for these 

Chapter 11 Cases.

Morrison & Foerster intends to make a reasonable effort to comply with the U.S. Trustee's 

requests for information and additional disclosures as set forth in the Appendix B of the Revised 

Guidelines, both in connection with the Application and the interim and final fee application to be 

filed by Morrison & Foerster in these Chapter 11 Cases.

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

No promises have been received by Morrison & Foerster nor any partner, counsel, or 

associate thereof as to compensation in connection with this case other than in accordance with 

the provisions of the Bankruptcy Code.

No agreement exists, nor will any be made, to share any compensation received by

Morrison & Foerster for its services with any other person or firm.

Morrison & Foerster will abide by the terms of any administrative order establishing 

procedures for professional compensation and reimbursement entered in these cases. 

I hereby declare under the penalty of perjury that the foregoing is true and correct.

Executed on May 22, 2019 /s/ Joshua Hill, Jr.

Joshua Hill, Jr.

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