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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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,

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 ERIC TODDERUD IN 

SUPPORT OF APPLICATION PURSUANT TO 

11 U.S.C. § 327(e) AND FED. R. BANKR. P. 2014(a) 

AND 2016 FOR AUTHORITY TO RETAIN AND 

EMPLOY BERMAN AND TODDERUD LLP AS 

SPECIAL COUNSEL FOR THE DEBTORS 

EFFECTIVE AS OF FEBRUARY 1, 2019 

Date: July 9, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102

Objection Deadline: July 2, 2019 at 4:00 p.m. (PT)

Case: 19-30088 Doc# 2592 Filed: 06/18/19 Entered: 06/18/19 17:59:21 Page 1 of

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Pursuant 28 U.S.C. § 1746, I, Eric Todderud, hereby declare as follows:

I am an attorney admitted and in good standing to practice law in the State of Washington. 

My Washington bar membership authorizes me to engage in the litigation before the Federal Energy 

Regulatory Commission (“FERC”) that I describe herein. I am a principal in the law firm of Berman 

and Todderud LLP (“Berman and Todderud”) and am duly authorized to make this Declaration 

(the “Declaration”) on behalf of Berman and Todderud. The facts set forth in this Declaration are based 

on my knowledge and belief after due inquiry and, if called as a witness, I could and would testify 

thereto.

I have been informed that, on January 29, 2019 (the “Petition Date”), 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”), each commenced with this Court a 

voluntary case under the Bankruptcy Code (the “Chapter 11 Cases”). 

I submit this Declaration in support of the Debtors’ Application (the “Application”),1

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 employ and retain Berman and Todderud as counsel for the Utility, effective as of February 

1, 2019. 

This Declaration is provided pursuant to Paragraph 2.1 of the United States Trustee 

Guidelines, Region 17, effective December 16, 2016 (the “U.S. Trustee Guidelines”).

In connection with these Chapter 11 Cases, Berman and Todderud has agreed to represent 

the Utility in matters related to the litigation of claims, and related matters, arising from the California 

energy crisis of 2000-2001 that are pending before FERC and in various appellate courts, and that have 

also arisen from time to time in various bankruptcy proceedings and other judicial proceedings 

concerning various participants in the 2000-2001 power markets, and in other energy regulatory matters 

that may arise. The energy crisis-related matters include claims of the utility for refunds for overcharges 

1 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to such terms in the 

Application. 

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that suppliers imposed during the energy crisis period, claims for refunds related to suppliers’ 

misreporting of transactions, and claims for refunds under long-term contracts, part of the cost of which 

is the Utility’s responsibility. Recovery under all of these claims benefits the Utility’s ratepayers, as 

provided in various agreements that were reached in resolution of the Utility’s 2001 bankruptcy. In 

addition to the litigation work described herein, Berman and Todderud will represent the Utility in 

connection with the final determination of who owes what to whom in the electric power markets, which 

effort will require filings at FERC and may spur additional litigation among market participants 

including the Utility.

My partner, Stan Berman, and I have substantial experience in legal matters related to 

electric power and electric transmission and have worked extensively on the matters for which the 

Debtors seek to retain us. Mr. Berman is a 1988 graduate of Columbia Law School, and during the 

1990s was head of the Trial Staff at FERC. As a partner in the law firms of Heller Ehrman and Sidley 

Austin, he has been the lead attorney representing the Utility in matters related to the energy crisis of 

2000-2001(which is the representation for which the Debtors seek to retain Berman and Todderud) since 

the year 2000. I am a 1987 graduate of Lewis and Clark Law School, and I have represented clients in 

electric power matters for nearly thirty years. Before forming Berman and Todderud, I represented the 

Utility in matters related to the California energy crisis since 2004 as Counsel in the Heller Ehrman and 

Sidley Austin law firms.

Berman and Todderud is not and has not been employed by any entity, other than the 

Debtors, in matters related to these Chapter 11 Cases. Neither I nor Mr. Berman, insofar as I have been 

able to ascertain, has any connection with the Debtors, their creditors, the Office of United States Trustee 

for Region 17 (the “U.S. Trustee”) or any party with an actual or potential interest in these Chapter 11 

Cases or their respective attorneys or accountants, except as set forth below:

a. Berman and Todderud represents Exelon Corporation and electric utility 

companies that are subsidiaries of Exelon Corporation, which are among the 

parties in interest identified in this case (“Parties in Interest”). All such 

representation is unrelated to these Chapter 11 Cases. 

b. Mr. Berman and I may have performed services for certain Parties in Interest 

through our past association with other law firms. All such representation was 

unrelated to these Chapter 11 Cases.

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Neither I, nor Mr. Berman, nor Berman and Todderud, insofar as I have been able to 

ascertain, holds or represents any interest adverse to the Debtors or their respective estates. Accordingly, 

I am informed and believe that Berman and Todderud is a “disinterested person,” as defined in section 

101(14) of the Bankruptcy Code, although I have little experience and no expertise in bankruptcy

matters. The Debtors have numerous relationships and creditors. Consequently, although we have made 

reasonable efforts to discover and eliminate the possibility of any conflicts, Berman and Todderud is 

unable to state with certainty whether one or more of its clients or an affiliated entity may hold a claim 

or otherwise be a party in interest in these Chapter 11 Cases. If Berman and Todderud discovers any 

information that is contrary to or in addition to the statements made herein, Berman and Todderud will 

immediately disclose such information to the Court. To the best of my knowledge, Berman and 

Todderud has not represented and will not represent any entities or individuals other than the Debtors 

in these Chapter 11 Cases or in connection with any matters that would be adverse to the interests of the 

Debtors. 

In determining that Berman and Todderud is a disinterested person, I have made diligent 

inquiry to determine whether Berman and Todderud has any connection with Parties in Interest in these 

cases, or has or represents any interest adverse to the Debtors’ estates, or is otherwise subject to any 

disqualification which would prevent it from serving as special employee benefits counsel to the Debtor 

in these Chapter 11 Cases. In preparing this Declaration, I compared the list of our existing clients with 

the names of all known Parties in Interest in this case. The list of Parties in Interest was provided to us 

by the Debtors and included the following categories:

Debtors Ad Hoc Committee of Unsecured Tort 

Claimant Creditors

Debtors’ Trade Names and Aliases Non-Debtors Professionals

Affiliates and Subsidiaries Ordinary Course Professionals

Current Officers and Directors Other Secured Parties

Term and Revolving Loan Lenders 

and Administrative Agents

Regulatory and Government (Federal, 

State and Local)

Contract Counterparties DIP Lenders

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Debtors Professionals Significant Competitors

Former Officers and Directors Significant Shareholders

Affiliations of Former Officers Significant holder of voting securities

Affiliations of Former Directors Taxing Authorities

Insurance/Insurance 

Provider/Surety Bonds Top Unsecured Creditors

Surety Bonds Unsecured Notes

Landlords and parties to leases UCC Lien Holders

Lenders Unions

Litigation Counterparties/Litigation 

Pending Lawsuits Utility Providers

Litigation Parties Vendors/Suppliers

Berman and Todderud has researched its client database to determine whether Berman 

and Todderud has provided or is presently providing services to those persons/entities. The only Party 

in Interest that Berman and Todderud currently represents is Exelon Corporation and its utility 

subsidiaries. As noted previously, Berman and Todderud represents Exelon Corporation and its 

subsidiary utility operating companies in matters related to their respective utility operations and not in 

any matter related to the Debtors or this proceeding. The services that Berman and Todderud provided to

Exelon and its subsidiaries are wholly unrelated to any matters concerning these Chapter 11 Cases.

Subject to the Court’s approval, Berman and Todderud will charge for its services in 

accordance with the January 2018 Master Services Agreement and Berman and Todderud’s standard 

hourly rates in effect on the date services are rendered. The names of Berman and Todderud’s 

professionals approved by the Utility to provide services and their respective Utility-approved rates are 

as follows:

Stan Berman $920

Eric Todderud $692

The rates set forth above may change from time to time in accordance with Berman and 

Todderud’s established billing practices and procedures. Berman and Todderud will not alter its billing 

rates for the Utility without prior agreement of the Utility and consent of this Court. Berman and 

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Todderud will maintain detailed, contemporaneous records of time and any actual and necessary 

expenses incurred in connection with the rendering of legal services described above by category and 

nature of the services rendered. 

Berman and Todderud did not agree to any variations from, or alternatives to, the firm’s 

standard or customary billing arrangements with respect to this matter, except that Berman and 

Todderud agreed to provide the Utility with a discount from the firm’s standard billing rates, which 

discount is reflected in the rates set forth above. 

My partner, Stan Berman, provided a 2019 budget and staffing plan for this matter at the 

end of 2018 while he was a partner at Sidley Austin LLP. Berman and Todderud plan to conform to 

that budget and staffing plan. 

Berman and Todderud attorneys have not adjusted their billing rates based on the 

geographic location of the Debtor’s bankruptcy case. 

To the best of my knowledge, information and belief, neither the undersigned nor my 

partner Mr. Berman are related to any judge in the United States Bankruptcy Court for the Northern 

District of California or the U.S. Trustee assigned to this matter. 

Because Berman and Todderud was created on February 1, 2019, Berman and Todderud 

was and is not owed any fees in respect of services provided during the pre-petition period. 

Berman and Todderud has not shared or agreed to share any of its compensation from 

the Debtors with any other person. 

Berman and Todderud intends to apply to the Court for payment of compensation and 

reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the 

Bankruptcy Rules, the Bankruptcy Local Rules, the Fee Guidelines, and any further order of the Court 

and pursuant to any additional procedures that may be established by the Court in these cases. 

This Declaration is submitted in accordance with section 327 of the Bankruptcy Code 

and Bankruptcy Rule 2014. 

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