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 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) 

Theodore E. Tsekerides (pro hac vice) 

(theodore.tsekerides@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) 

Peter J. Benvenutti (#60566) 

(pbenvenutti@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) 

DEBTORS’ MOTION PURSUANT TO FED. 

R. BANKR. P. 4001(d) TO APPROVE 

STIPULATION WITH CALIFORNIA 

PUBLIC UTILITIES COMMISSION IN 

RESPECT OF CERTAIN PROCEEDINGS

Date: June 26, 2019 

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: June 19, 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). 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 1 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

PG&E Corporation 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 section 362(d) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 

4001(d) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 

4001-1 of the Bankruptcy Local Rules for the United States District Court for the Northern 

District of California (the “Bankruptcy Local Rules”), for approval of an agreement with the 

California Public Utilities Commission (the “Commission,” together with PG&E, the “Parties”), 

as embodied in the Stipulation Between Debtors and California Public Utilities Commission in 

Respect of Certain Proceedings (the “Stipulation”), filed contemporaneously herewith, by 

issuance of an order in the form attached hereto as Exhibit A (the “Proposed Order”). 

In support of the Motion, the Debtors submit the Declaration of Theodore E. 

Tsekerides (the “Tsekerides Declaration”), filed contemporaneously herewith. 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 2 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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 Bankruptcy Local Rule 5011-1(a). 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. THE STIPULATION 

California law empowers the Commission to do “all things . . . which are necessary and 

convenient” in the exercise of its regulatory power in respect of public utilities. Cal. Pub. Util. Code 

§ 701. In carrying out its statutory duties, the Commission regularly oversees proceedings initiated by 

third parties (such parties, “Commission Complainants” and proceedings initiated by such parties, 

“Commission Proceedings”). From time to time, Commission Complainants lack the means to 

engage counsel to bring proceedings in these Chapter 11 Cases for relief from the Automatic Stay, 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 3 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

including certain Commission Complainants that are low-income customers eligible for PG&E’s lowincome rate or assistance programs. Commission Complainants sometimes initiate proceedings before 

the Commission to enforce public policy and safety, utility tariffs, administrative orders and 

regulations, including proceedings concerning matters arising before the Petition Date to compel the 

Utility to relocate overhead power lines, to restore utility services, effectuate Commission rules and 

regulations and utility tariffs or to issue reimbursements for certain remedial actions taken by 

ratepayers. 

The Parties have determined that the commencement or continuation of certain 

Commission Proceedings, up to and including the determination of, but not the collection of, any 

money judgments in such proceedings, is in their best interests notwithstanding the Chapter 11 Cases. 

Specifically, with respect to Commission Proceedings filed prior to entry of an order 

approving the Stipulation, the Parties have agreed that the Automatic Stay should be modified to allow 

the commencement or continuation of the relevant Commission Proceedings set forth on Exhibit A 

attached to the Stipulation, including the determination of, but not the collection of, any money 

judgments in such proceedings. With respect to Commission Proceedings by Commission 

Complainants of the type identified above that are accepted for filing by the Commission after the 

entry of an order approving the Stipulation, the Parties have agreed that, upon the expiration of the 

applicable Notice Period (as defined in the Stipulation) without objection by the Debtors, the 

Automatic Stay should be modified to allow the commencement or continuation of the relevant 

Commission Proceeding, including the determination of, but not the collection of, any money 

judgments in such proceedings. If the Debtors timely object to the commencement or continuation of 

such Commission Proceeding (by filing an objection in such Commission Proceeding within the 

applicable Notice Period), the Commission shall suspend such Commission Proceeding and the 

Debtors, the Commission, and the Commission Complainant, if applicable, shall meet and confer in a 

good faith effort to resolve whether such Commission Proceeding may continue before the 

Commission. If the parties are unable to reach agreement, then the stipulated modification of the 

Automatic Stay shall be inapplicable to such Commission Proceeding, and the Automatic Stay shall 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 4 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

remain in place as to such Commission Proceeding. 

The Parties have further agreed that the Automatic Stay should continue to apply to the 

allowance of claims, and to the enforcement of any money judgments awarded in any Commission 

Proceedings that are or become the subject of the Stipulation. Moreover, the Parties have agreed that 

nothing in the Stipulation should be deemed to modify or alter the requirements or obligations of any 

Commission Complainant to timely file a proof of claim in these Chapter 11 Cases in accordance with 

any order of the Court governing the filing of claims. 

IV. BASIS FOR RELIEF REQUESTED 

Limited relief from the Automatic Stay as provided in the Stipulation is consistent with 

the provisions of section 362 of the Bankruptcy Code and standards for the statute’s application as 

developed by the courts. Section 362(d)(1) authorizes the Court to modify or terminate the Automatic 

Stay for “cause,” including the lack of adequate protection. “‘Cause’ for granting relief from stay has 

no clear definition and is determined on a case-by-case basis.” Christensen v. Tucson Estates, Inc. (In 

re Tucson Estates, Inc.), 912 F.2d 1162, 1166 (9th Cir. 1990) (citation omitted). Relief from the 

automatic stay may include terminating, annulling, modifying, or conditioning such stay. Groshong v. 

Sapp (In re MILA, Inc.), 423 B.R. 537, 542 (B.A.P. 9th Cir. 2010) (citing Mataya v. Kissinger (In re 

Kissinger), 72 F.3d 107, 108-09 (9th Cir. 1995)). 

In determining whether cause exists to permit an action to proceed in a non-bankruptcy 

forum, courts analyze the twelve factors set forth in In re Curtis, 40 B.R. 795 (Bankr. D. Utah 1984). 

See also In re Roger, 539 B.R. 837, 844-45 (C.D. Cal. 2015); In re Howrey LLP, 492 B.R. 19, 24 

(Bankr. N.D. Cal. 2013); In re Plumberex Specialties Prods., Inc., 311 B.R. 551, 559 (Bankr. C.D. Cal. 

2004). The twelve factors, commonly referred to as the Curtis factors, are: 

1. Whether the relief will result in partial or complete resolution of issues; 

2. The lack of any connection with or interference with the bankruptcy case; 

3. Whether the foreign proceeding involves the debtor as a fiduciary; 

4. Whether a specialized tribunal has been established to hear the particular cause of 

action and whether the tribunal has expertise to hear such cases; 

5. Whether the debtor’s insurance carrier has assumed full financial responsibility for 

defending the litigation; 

6. Whether the action essentially involves third parties, and the debtor functions only as 

a bailee or conduit for the goods or proceeds in question; 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 5 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

7. Whether the litigation in another forum would prejudice the interests of other 

creditors, the creditors’ committee and other interested parties; 

8. Whether the judgment claim arising from the foreign action is subject to equitable 

subordination; 

9. Whether movant’s success in the foreign proceeding would result in a judicial lien 

avoidable by the debtor under section 522(f); 

10. The interests of judicial economy and the expeditious and economical determination 

of litigation for the parties; 

11. Whether the foreign proceedings have progressed to a point where the parties are 

prepared for trial; 

12. The impact of the stay and the “balance of hurt.” 

See In re Howrey LLP, 492 B.R. at 24. 

1. Many of the Curtis factors apply to the Commission Proceedings. 

Allowing the Commission to adjudicate the Commission Proceedings will not prejudice the Debtors’ 

estates or other creditors, and will instead promote efficiency by saving the Debtors the effort and 

expense of relitigating the claims of the Commission Complainants—involving highly specialized 

regulatory issues—from scratch in the Bankruptcy Court through a contested claims process. The 

Commission Proceedings involve the normal regulatory functions of the Commission. For that reason, 

permitting the Commission to decide Commission Proceedings as provided in the Stipulation will 

promote efficiency and economy and will not impose a material burden on the Debtors’ reorganization 

efforts. For these reasons, the Stipulation provides material benefits to the Debtors and their estates at 

little cost, has been authorized by the Debtors in the exercise of their business judgment, and is in the 

best interest of the Debtors and their estates. 

Furthermore, without approval of the Stipulation, the Debtors (and the Court) could be 

faced with seriatim motions for relief from the automatic stay by the Commission or the Commission 

Complainants. Since the Commission Proceedings are alike in their procedure and subject matter, it is 

in the best interests of all parties that the Court approve an umbrella procedure for relief from stay, 

rather than having to determine whether each Commission Proceeding merits such relief. 

Notably, the Stipulation would in practice be discretionary. Except for the Commission 

Proceedings listed on Exhibit A, the Stipulation provides the Debtors with unilateral objection rights 

through which the Debtors can prevent the application of the Stipulation, and in turn the modification 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 6 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

of the Automatic Stay pursuant to the Stipulation, as to any Commission Proceeding for which they 

believe the Automatic Stay should remain in place. If the Debtors do not agree to stay relief with 

respect to a particular Commission Proceeding, such proceeding will remain subject to the automatic 

stay—with the Commission Complainant’s recourse being to bring a new motion for stay relief in this 

Court. Under the Stipulation, questions of stay relief in matters where the Debtors believe stay relief 

should not be granted (because, for example, the burden on the estates would be undue or the matter 

raises issues that implicate significant bankruptcy policies or protections) would still be subject to this 

Court’s discretion. This Stipulation would provide the Debtors with this flexibility while sparing both 

the Court and the Parties the burden of repetitive formal requests for relief from stay or to approve 

agreements between the Parties for relief from stay. 

V. NOTICE 

Notice of motions to approve agreements to modify or terminate the Automatic Stay is 

governed by Bankruptcy Rule 4001(d)(1)(C) and the Second Amended Order Implementing Certain 

Notice and Case Management Procedures entered by this Court on May 13, 2019 [Dkt No. 1996] 

(“Case Management Order”). 

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

Region 17 (Attn: Andrew R. Vara, 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 

any other court. 

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 7 of

 8
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 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

WHEREFORE the Debtors respectfully request entry of an order granting the relief 

requested herein and such other and further relief as the Court may deem just and appropriate. 

Dated: June 5, 2019 

 WEIL, GOTSHAL & MANGES LLP

 KELLER & BENVENUTTI LLP

/s/ Theodore E. Tsekerides 

 Theodore E. Tsekerides 

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 2414 Filed: 06/05/19 Entered: 06/05/19 17:40:00 Page 8 of

 8