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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

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) 

MOTION PURSUANT TO 11 U.S.C. §§ 105(a) AND 363(b) AND 

FED. R. BANKR. P. 2002 AND 6004(h) FOR AN ORDER (A) 

AUTHORIZING DEBTORS TO ESTABLISH AND FUND 

PROGRAM TO ASSIST WILDFIRE CLAIMANTS WITH 

ALTERNATIVE LIVING EXPENSES AND OTHER URGENT 

NEEDS AND (B) GRANTING RELATED RELIEF 

(“WILDFIRE ASSISTANCE PROGRAM MOTION”) 

Date: May 22, 2019 

Time: 9:30am (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 15, 2019 

 4:00 p.m. (Pacific Time)

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). 

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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 abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”) 

pursuant to sections 105(a) and 363(b) of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rules 2002 and 6004(h) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) 

for entry of an order (a) authorizing the Debtors to establish and fund a program to assist those displaced 

by the 2017 and 2018 Wildfires (as defined below) with alternative living expenses and other urgent 

needs and (b) granting related relief. 

A proposed form of order granting the relief requested herein 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. 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. THE 2017 AND 2018 NORTHERN CALIFORNIA WILDFIRES 

The background to the 2017 and 2018 Northern California wildfires is set out in further 

detail in the Wells Declaration. A brief summary of the relevant background is outlined below. 

A. The 2017 Fires and 2018 Camp Fire 

Beginning on October 8, 2017, multiple wildfires spread throughout Northern California. 

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Cal Fire reported that 21 major fires (the “2017 Fires”)1 burned over 245,000 acres and destroyed an 

estimated 8,900 structures. 

On November 8, 2018, a wildfire began near the city of Paradise, Butte County, California 

(the “2018 Camp Fire”, and together with the 2017 Fires, the “2017 and 2018 Wildfires”). Cal Fire 

reported that the 2018 Camp Fire consumed approximately 153,336 acres, and caused the destruction of 

13,972 residences. 

It is important to note that, as of the date of this Motion, there has been no legal 

determination that the Debtors are liable for any claims associated with the 2017 and 2018 Wildfires. 

The filing of this Motion shall not constitute or be deemed to constitute an acknowledgement or 

admission of liability. 

IV. THE PROPOSED WILDFIRE ASSISTANCE PROGRAM 

A. Background

Many of those who lost their homes in the 2017 and 2018 Wildfires (the “Wildfire 

Claimants”) continue to struggle to find affordable alternative housing. It is the Debtors’ understanding 

that, although many of the Wildfire Claimants expect to have the costs of substitute or temporary housing 

(known as “Alternative Living Expenses”) for twelve (12) to twenty-four (24) months covered through 

their insurance companies, others are uninsured or have exhausted their insurance. 

To provide some relief from the financial stress and burden many of the displaced 

Wildfire Claimants are experiencing, the Debtors have developed, and by this Motion seek approval to 

establish and fund, a program that will assist certain Wildfire Claimants with their Alternative Living 

Expenses and other urgent needs (the “Wildfire Assistance Program”). The Wildfire Assistance 

Program is intended to aid certain Wildfire Claimants who are either uninsured or still in need of 

assistance for Alternative Living Expenses or other urgent needs.

 

1

 The 2017 Fires are the Atlas, Adobe, Blue, Cascade, Cherokee, Honey, LaPorte, Lobo, Macaama, 

McCourtney, Nuns, Norrbom, Partrick, Pocket, Point, Pressley, Pythian, Redwood, Sulphur, Tubbs 

and 37 fires. 

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B. Proposed Terms of the Wildfire Assistance Program 

The Debtors propose to provide support to those Wildfire Claimants who have been 

displaced from their primary residence as a result of the 2017 and 2018 Wildfires. 

The Debtors propose depositing $105 million into a segregated account (the “Wildfire

Assistance Fund”) to be controlled by an independent third-party administrator, who will disburse and 

administer the funds (the “Administrator”). The Debtors will engage in discussions with the 

Committees regarding a suitable person to be appointed as the Administrator as expeditiously as 

possible, and upon agreement, will file a notice with the Court disclosing the identity and qualifications 

of the person selected to serve as Administrator. If, however, the Debtors and the Committees cannot 

agree upon an appropriate individual to serve as the Administrator, the Debtors will file a further motion 

with the Court seeking the appointment of an appropriate individual as the Administrator. 

The Administrator will be responsible for developing the specific eligibility requirements 

and application procedures for the distribution of the Wildfire Assistance Fund to eligible Wildfire 

Claimants (the “Program Terms”). The Program Terms will be consistent with the following principles 

and guidelines: 

1. Eligibility Criteria 

a) The Administrator will determine the eligibility criteria for participation 

in and receipt of funds from the Wildfire Assistance Program, including 

the types of expenses Wildfire Claimants can obtain financial assistance 

for and the amount of assistance to be provided to each eligible Wildfire 

Claimant (the “Eligibility Criteria”). 

b) In developing the Eligibility Criteria, the Administrator must ensure that 

the Wildfire Assistance Fund is distributed in a fair and equitable manner, 

and assistance is prioritized to those eligible Wildfire Claimants who are 

most in need, including those who are currently without adequate shelter 

(e.g., living in tents). The Administrator shall consult with the Federal 

Emergency Management Agency (“FEMA”) as to the Eligibility Criteria 

to ensure eligible Wildfire Claimants do not receive funds from both 

FEMA and the Wildfire Assistance Program for the same expenses. 

2. The Administrator’s Authority and Obligations 

a) The Administrator will be authorized to engage (i) a claims management 

firm, (ii) a legal advisor, (iii) an accounting firm, and (iv) in consultation 

with the Debtors and with the consent of the Committees or by further 

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Court order, any other professional the Administrator deems necessary or 

appropriate to assist in administering the Wildfire Assistance Program in 

accordance with these principles and guidelines (collectively, the 

“Program Professionals”). The Administrator may also partner with 

local housing agencies and community organizations with relevant 

experience and expertise (the “Local Organizations”) to assist with the 

administration of the Wildfire Assistance Program. The costs of 

administering the Wildfire Assistance Program, including the 

Administrator’s fees, the fees of the Program Professionals and costs 

associated with partnering with Local Organizations (collectively, the 

“Fund Expenses”) will be paid from the Wildfire Assistance Fund. The 

Fund Expenses shall not exceed $5 million in total. 

b) The Administrator must prepare and, within 30 days after the end of a 

quarterly period (or such longer period as may be agreed to by the 

Administrator and the Committees or as authorized by Court order), file 

quarterly reports with the Court and serve such reports on counsel to the 

Debtors and the Committees. These reports must include (i) the number 

of applications submitted to and processed by the Wildfire Assistance 

Program during the preceding quarter, and (ii) an account of the receipts 

and disbursements from the Wildfire Assistance Fund during the 

preceding quarter. 

c) The Administrator must keep adequate administrative and financial 

records of the Wildfire Assistance Program, including a record of to whom 

disbursements from the Wildfire Assistance Fund are made and in what 

amounts. The Debtors and the Committees may inspect all the Wildfire 

Assistance Program’s records upon request.

V. BASIS FOR RELIEF REQUESTED 

Section 363(b) of the Bankruptcy Code provides, in relevant part, that “[t]he [debtor], 

after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property 

of the estate.” 11 U.S.C. § 363(b)(1). Under section 363 of the Bankruptcy Code, a court may authorize 

a debtor to use estate funds where a sound business purpose exists for doing so. See In re Ionosphere 

Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989). The business judgment rule is satisfied where 

“the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the 

action taken was in the best interests of the company.” See, e.g., Official Comm. of Subordinated 

Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1992) 

(quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)); see also F.D.I.C. v. Castetter, 184 F.3d 

1040, 1043 (9th Cir. 1999) (the business judgment rule “requires directors to perform their duties in good 

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faith and as an ordinarily prudent person in a like circumstance would”). “Where the debtor articulates 

a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), 

courts will generally not entertain objections to the debtor’s conduct.” Comm. of Asbestos-Related 

Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 

1986). Courts construing California law have consistently declined to interfere with corporate decisions 

absent a showing of bad faith, self-interest, or gross negligence, and have upheld a board’s decisions as 

long as such decisions were made in good faith. Scouler & Co., LLC v. Schwartz, No. 11-CV-06377 

NC, 2012 WL 1502762, at *4 (N.D. Cal. Apr. 23, 2012); Berg & Berg Enterprises, LLC v. Boyle, 178 

Cal. App. 4th 1020, 1046 (2009). 

The Court may also rely on its equitable powers under section 105 of the Bankruptcy 

Code to grant the relief requested in this Motion. Section 105(a) of the Bankruptcy Code empowers the 

Court to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions 

of this title.” 11 U.S.C. § 105(a). 

The Debtors believe that funding and establishing the Wildfire Assistance Program to aid 

those displaced by the 2017 and 2018 Wildfires represents a sound exercise of their business judgment. 

Although no determination has been made that the Debtors are legally responsible for the 2017 and 2018 

Wildfires, Cal Fire has issued determinations that the Utility’s equipment was involved with the ignition 

of 18 of the 2017 Fires. In addition, although the cause of the 2018 Camp Fire remains under 

investigation and no determination has been made that the Debtors are legally responsible, based on 

information which has been reported to the California Public Utilities Commission and other agencies, 

the Debtors believe it is probable that the Utility’s equipment will be determined to be an ignition point 

of the 2018 Camp Fire.2 

Under these circumstances, the Debtors’ senior management and their Boards of 

Directors determined that it would be appropriate to establish the Wildfire Assistance Program to provide 

 

2

 Disbursements made under the Wildfire Assistance Program to eligible Wildfire Claimants might 

otherwise be entitled to be claimed by such individuals as damages arising from the 2017 and 2018 

Wildfires. It is the Debtors’ expectation that those who receive financial assistance under the Wildfire 

Assistance Program will not later seek a double recovery on account of any reimbursed or covered 

expenses. 

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some relief to the people who lost their homes and are currently in need of temporary housing or have 

other urgent needs. Without in any way minimizing the loss and suffering incurred by others, these 

individuals are currently undergoing significant hardship in their day to day lives and the Debtors believe 

it is appropriate and a justified expenditure of assets to address this need as provided in the Motion. 

As stated above, the Wildfire Assistance Fund will be administered and disbursed by an 

independent third party, consistent with the Program Terms, and in a manner designed to assure that the 

purposes of the Motion are achieved, and that the needs of those Wildfire Claimants most in need of 

temporary housing or who have other urgent needs are addressed. The Administrator will be required 

to maintain appropriate records of the funds’ operations and disbursements, including disbursements 

made to eligible Wildfire Claimants, and to file regular reports with the Court. 

Under these circumstances, the Debtors believe that establishing and funding the Wildfire 

Assistance Program clearly represents a sound and reasonable exercise of their business judgment and 

that, accordingly, the relief requested in this Motion should be granted. 

VI. REQUEST FOR BANKRUPTCY RULE 6004(h) WAIVER 

To meet the temporary housing and other urgent needs of those eligible Wildfire 

Claimants impacted by the 2017 and 2018 Wildfires, it is important the Wildfire Assistance Program be 

established and available to distribute funds as soon as possible. Thus, the Debtors request a waiver of 

the 14-day stay of an order authorizing the use, sale, or lease of property outside the ordinary course of 

business under Bankruptcy Rule 6004(h) and the Court find that ample cause exists to grant a waiver of 

Bankruptcy Rule 6004(h). 

VII. RESERVATION OF RIGHTS 

Nothing contained herein is intended to be or shall be construed as (i) an admission as to 

the validity of any claim against the Debtors, (ii) a waiver of the Debtors’ or any appropriate party in 

interest’s rights to dispute any claim, or (iii) an approval or assumption of any agreement, contract, 

program, policy, or lease under section 365 of the Bankruptcy Code. Likewise, if the Court grants the 

relief sought herein, any payment made pursuant to the Court’s order is not intended to be and should 

not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute 

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such claim subsequently. Moreover, as stated, neither the filing of this Motion nor the entry of an order 

granting the relief requested shall constitute or be deemed to constitute an acknowledgement or 

admission by the Debtors of liability or responsibility for any of the 2017 and 2018 Wildfires or for any 

claims related thereto. 

VIII. NOTICE 

Notice of this Motion 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 the 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 

any other Court. 

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

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

estates, creditors, shareholders, and all other parties in interest, and (ii) such other and further relief as 

the Court may deem just and appropriate. 

Dated: May 1, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Jane Kim 

 Jane Kim 

Attorneys for Debtors 

and Debtors in Possession 

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