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Morrison & Foerster LLP

425 Market Street 

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EXHIBIT A

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Morrison & Foerster LLP

425 Market Street 

San Francisco, CA 94105

JOSHUA HILL JR. (SBN 250842)

jhill@mofo.com

CHRISTINE Y. WONG (SBN 284026)

christinewong@mofo.com

MORRISON & FOERSTER LLP

425 Market Street

San Francisco, CA 94105

Tel: (415) 268-7000

Fax: (415) 268-7522

Proposed Special Regulatory Counsel to 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)

[PROPOSED] ORDER GRANTING 

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

Date: June 12, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Case: 19-30088 Doc# 2193-1 Filed: 05/22/19 Entered: 05/22/19 17:36:38 Page 2

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Morrison & Foerster LLP

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Upon the Application, dated March 22, 2019 (the “Application”),1of 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 above-captioned chapter 11 cases 

(the “Chapter 11 Cases”), 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 retain and employ Morrison & Foerster LLP 

(“Morrison & Foerster”) as special regulatory counsel for the Debtors, effective as of the Petition

Date, all as more fully set forth in the Application; and this Court having jurisdiction to consider 

the Application and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and the 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 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”); and consideration of the 

Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and

venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and 

proper notice of the Application having been provided to the parties listed therein, and it 

appearing that no other or further notice need be provided; and this Court having reviewed the 

Application, the Hill Declaration and the Loduca Declaration; and upon the record of the Hearing 

(if any was held) and all of the proceedings had before the Court; and this Court having found and 

determined that the relief sought in the Application is in the best interests of the Debtors, their 

estates, creditors, shareholders, and all parties in interest; and that the legal and factual bases set 

forth in the Application establish just cause for the relief granted herein; and after due 

deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. The Debtors are authorized, pursuant to section 327(e) of the Bankruptcy Code

and Bankruptcy Rules 2014(a) and 2016, to retain and employ Morrison & Foerster as special 

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

the Application.

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regulatory counsel in these Chapter 11 Cases, in accordance with Morrison & Foerster’s standard 

hourly rates and reimbursement of disbursements policies, all as contemplated by the Application, 

effective as of the Petition Date.

3. Morrison & Foerster is authorized to render the following professional services:

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; provided, however, that to the extent Morrison & Foerster

determines that such services fall outside of the scope of services

historically or generally performed by Morrison & Foerster as

special regulatory counsel, Morrison & Foerster will file a

supplemental declaration.

4. Morrison & Foerster shall be compensated in accordance with, and will file,

interim and final fee applications for allowance of its compensation and expenses and shall be 

subject to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

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

5. Morrison & Foerster shall be reimbursed for reasonable and necessary expenses as

provided by the Fee Guidelines.

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6. Morrison & Foerster shall use its best efforts to avoid any duplication of services

provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases.

7. Notice of the Application as provided therein shall be deemed good and sufficient

notice thereof.

8. Morrison & Foerster shall provide reasonable notice to the Debtors and the U.S.

Trustee of any increase of Morrison & Foerster’s hourly rates.

9. To the extent the Application is inconsistent with the terms of this Order, the terms

of this Order shall govern.

10. The Court shall retain jurisdiction to hear and determine all matters arising from or

relating to the implementation, interpretation, or enforcement of this Order.

** END OF ORDER **

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