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Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice)

MILBANK LLP 

55 Hudson Yards 

New York, New York 10001-2163

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

and 

Gregory A. Bray (SBN 115367)

Thomas R. Kreller (SBN 161922) 

MILBANK LLP 

2029 Century Park East, 33rd Floor

Los Angeles, CA 90067

Telephone: (424) 386-4000

Facsimile: (213) 629-5063

Counsel for the Official Committee

of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

SUPPLEMENTAL OBJECTION OF THE 

OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS TO THE DEBTORS’ MOTION 

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

AND FED. R. BANKR. P. 6004 

AUTHORIZING DEBTORS TO PURCHASE 

DIRECTORS AND OFFICERS INSURANCE 

Date: July 9, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

450 Golden Gate Avenue

San Francisco, CA 94102

Re: Docket Nos. 2471, 2835

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# 2878 Filed: 07/05/19 Entered: 07/05/19 16:52:53 Page 1 of

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The Official Committee of Unsecured Creditors (the “Creditors’ Committee”) appointed 

in the above-captioned chapter 11 cases, by its attorneys, Milbank LLP, hereby submits this 

supplemental objection (the “Supplemental Objection”) to the Motion Pursuant to 11 U.S.C. §§ 

363 and 105(a) and Fed. R. Bankr. P. 6004 Authorizing Debtors to Purchase Directors and 

Officers Insurance (the “Motion”) [Docket No. 2471].

1

 In support of the Supplemental Objection, 

the Creditors’ Committee respectfully represents as follows:

1. The Debtors filed the Motion on June 10, 2019, seeking approval to immediately 

fund $50 million to secure a new directors & officers (“D&O”) insurance policy (the “New 

Policy”). The same day, the Debtors filed the Declaration of Janaize Markland in Support of 

D&O Insurance Motion (the “Declaration”) [Docket No. 2472].

2. Almost immediately after the Motion was filed, in furtherance of its fiduciary 

duties, the Creditors’ Committee and its advisors began requesting information regarding the 

Debtors’ current and proposed new D&O policies. The Creditors’ Committee also requested a 

phone interview with Janaize Markland, but Ms. Markland was unavailable.

3. With the Motion’s objection deadline fast approaching, on June 27, 2019, the 

Creditors’ Committee served a Notice of Deposition of Janaize Markland, seeking a deposition 

date of July 1, 2019—a day before the objection deadline. Because the parties were unable to 

schedule a mutually agreeable time before the objection deadline, the deposition took place on

July 3, 2019—a day after the objection deadline.

4. As such, the Creditors’ Committee filed its objection to the Motion on July 2, 2019. 

See Objection of the Official Committee of Unsecured Creditors to the Debtors’ Motion Pursuant 

to 11 U.S.C. §§ 363 and 105(a) and Fed. R. Bankr. P. 6004 Authorizing Debtors to Purchase 

 

1 Capitalized terms not defined herein have the meanings ascribed to them in the Motion.

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Directors and Officers Insurance (the “Objection”) [Docket No. 2835]. The next day, the 

Creditors’ Committee deposed Ms. Markland.

5. In light of new information learned through Ms. Markland’s deposition testimony, 

the Creditors’ Committee hereby supplements its Objection.

6. Specifically, the Creditors’ Committee has learned that many of the assertions made 

in the Declaration are not based on Ms. Markland’s personal knowledge. The local rules for the 

United States Bankruptcy Court for the Northern District of California, Local Rule 9013-1(d), 

requires that “[f]actual contentions made in support of . . . any motion . . . should be supported by 

affidavits or declarations,” and that such declarations shall conform generally to the requirements 

of Federal Rule of Civil Procedure 56. Rule 56(c) of the Federal Rules of Civil Procedure requires 

that a “declaration used to support or oppose a motion must be made on personal knowledge, set 

out facts that would be admissible in evidence, and show that the . . . declarant is competent to 

testify on the matters stated.” Fed. R. Civ. P. 56(c)(4). 

7. Many of the Declaration’s substantive assertions upon which the Motion’s 

requested relief is based rely not on personal knowledge, but on hearsay. 

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8. Other substantive assertions are burdened with the same lack of personal 

knowledge problem. The Creditors’ Committee has learned, for example,

 

Ms. Markland is thus not competent to testify regarding many statements made 

in her Declaration.

9. The Creditors’ Committee has further learned that the Debtors’ decision to seek the 

New Policy 

 

 

Such admissions buttress the Creditors’ Committee’s positions that (i) the Motion is entirely 

premised on potential, hypothetical future circumstances and events, and (ii) no evidence exists 

that the Debtors’ current policies will be exhausted any time in the near term. As for the 

uncertainty, there is always uncertainty that an insurance program will be insufficient if one wishes 

to speculate about nightmare scenarios. But the nature of the asserted claims, the fact that all 

actions have been stayed, and the fact that the Debtors have not even come close to reaching the 

retention under the Policies, all indicate that the scenarios that the Debtors posit in the Motion are 

simply implausible.

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10. Further, notwithstanding the Debtors’ and Ms. Markland’s statements that the New 

Policy is needed “in order to attract and retain board members and qualified senior management 

during the pendency of the Chapter 11 Cases” (Declaration ¶ 26; see Motion at 14),

 The Debtors’ and Ms. Markland’s 

assertion that the New Policy is justified thus continues to ring hollow.

11. Finally, 

 

The Creditors’ Committee thus reiterates its assertion that the Motion is premature: the Debtors 

can merely wait for the hypothetical risks they assert to begin to occur, and seek authority to selffund the policy at such later time.

12. Based on the foregoing, the Creditors’ Committee respectfully requests that the 

Court (i) deny the Motion and (ii) grant such other and further relief as is just and reasonable.

DATED: July 5, 2019 MILBANK LLP 

/s/ Gregory A. Bray 

DENNIS F. DUNNE 

SAMUEL A. KHALIL

GREGORY A. BRAY

THOMAS R. KRELLER

Counsel for the Official Committee of 

Unsecured Creditors 

Case: 19-30088 Doc# 2878 Filed: 07/05/19 Entered: 07/05/19 16:52:53 Page 5 of

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