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 

Richard W. Slack (pro hac vice) 

(richard.slack@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 KIM LLP 

Jane Kim (#298192) 

(jkim@kbkllp.com) 

David A. Taylor (#247433) 

(dtaylor@kbkllp.com) 

Thomas B. Rupp (#278041) 

(trupp@kbkllp.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 636-9251 

Attorneys for Debtors and Reorganized Debtors 

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) 

DECLARATION OF DAVID B. GOODWIN IN 

SUPPORT OF REORGANIZED DEBTORS’ MOTION 

FOR ENTRY OF AN ORDER (I) APPROVING 

SETTLEMENTS RESOLVING DISPUTES WITH 

CERTAIN INSURERS, AND (II) GRANTING 

RELATED RELIEF 

Date: October 27, 2022 

Time: 11:00 am (Pacific Time) 

Place: (Tele/Videoconference Only) 

 United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

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# 13018 Filed: 09/29/22 Entered: 09/29/22 16:48:30 Page 1

of 5
2 

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

I, David B. Goodwin, declare as follows: 

1. I am a partner of Covington & Burling LLP and counsel for Pacific Gas and 

Electric Company (the “Utility”) and PG&E Corporation (“PG&E” and, together with the Utility, the 

“Debtors” or “Reorganized Debtors,” as applicable). 

2. I am authorized to submit this Declaration on behalf of the Reorganized Debtors 

in connection with the Reorganized Debtors’ motion seeking approval of two settlement agreements 

with PG&E’s directors and officers liability insurers (the “9019 Motion”). The facts set forth in this 

Declaration are based upon my personal knowledge, my review of relevant documents, or information 

provided to me by other members of my team working under my supervision and direction. If called 

upon to do so, I would testify competently to the truth of the facts set forth in this Declaration. 

3. I have reviewed and am familiar with PG&E’s 2017 and 2018 directors and 

officers liability insurance policies (the “D&O Policies”), which are the subject of the 9019 Motion. 

Each of the D&O Policies is written on a “claim first made” basis and, generally speaking, covers: (i) 

PG&E’s former directors and officers, for any non-indemnifiable losses incurred in their capacity as 

officers or directors of PG&E (the “Side A Coverage”); (ii) PG&E, for any losses arising from the 

indemnification obligations it owes to the directors and officers for claims against them (the “Side B 

Coverage”); and (iii) PG&E, for any losses it incurs as a result of securities claims made directly against 

PG&E (sometimes referred to as entity liability coverage) (the “Side C Coverage”). 

4. The shared coverage available under each year of the D&O Policies is subject to 

an aggregate limit of liability of a total of $200 million for each D&O Policy year, such that when 

proceeds are paid out under any of Side A, Side B, or Side C, the total remaining shared coverage 

available under that year of D&O Policies is reduced by the amount of that payment. Thus, any 

payment made under any of the Side A, Side B, or Side C Coverages reduces the coverage that is 

available under all sides of the respective D&O Policy year from which those proceeds are drawn. In 

total, the two years of D&O Policies with Side A, Side B, and Side C Coverage provide for an 

Case: 19-30088 Doc# 13018 Filed: 09/29/22 Entered: 09/29/22 16:48:30 Page 2

of 5
3 

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

aggregate of $400 million in total limits of liability. 

5. PG&E has taken the position that the D&O Policies cover the following claims: 

(1) securities claims brought in the action entitled In re PG&E Corp. Securities Litigation, No. 5:18-cv03509-EJD (N.D. Cal.) (the “Securities Litigation”) as well as securities proofs of claim filed in the 

Chapter 11 Cases against the Debtors (the “Securities Claims”); and (2) claims for reimbursement to 

the Debtors for amounts paid pursuant to their indemnification obligations to their former directors and 

officers in connection with certain claims (the “FVT Claims”) assigned by the Debtors under the Plan 

to the PG&E Fire Victim Trust (the “FVT”) related to the 2017 North Bay Fires or the 2018 Camp Fire 

(the “D&O Action”). 

6. PG&E submitted timely claims under the D&O Policies to cover defense costs 

and potential liabilities arising from the allegations in the Securities Litigation and the Securities Claims, 

all of which are based on alleged misstatements and omissions made in connection with the events 

allegedly leading to the 2017 North Bay Fires or the 2018 Camp Fire. The insurers issuing the D&O 

Policies to PG&E (collectively, the “D&O Insurers”) were also given timely notice of the FVT Claims. 

7. The D&O Insurers have taken the position that the claims arising out of the 2017 

North Bay Fires and the claims arising out of the 2018 Camp Fire share a “common nexus,” such that 

all of the claims fall exclusively within PG&E’s 2017 tower of D&O Policies (the “2017 Tower”) and 

do not trigger the additional $200 million in D&O coverage provided by PG&E’s 2018 tower of D&O 

Policies (the “2018 Tower”). PG&E disagrees with the D&O Insurers’ position and, pursuant to the 

mandatory dispute resolution procedures set forth in the primary D&O Policy in the 2017 Tower and the 

2018 Tower, commenced a confidential arbitration, PG&E Corporation et al. v. Associated Electric & 

Gas Insurance Services Limited, et al., CPR File No. G-20-56-S (the “Arbitration”), to seek a ruling 

(among other things) that the claims arising out of the 2018 Camp Fire are covered by PG&E’s 2018 

Tower. 

8. To that end, the parties to the Arbitration briefed at length the issues described in 

the preceding paragraph. The arbitration panel held a hearing in October 2021 and took the matter under 

submission. However, before the arbitration panel issued its award, the arbitration panel stayed the 

Case: 19-30088 Doc# 13018 Filed: 09/29/22 Entered: 09/29/22 16:48:30 Page 3

of 5
4 

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

proceedings while settlement negotiations took place and continued the stay pending approval of the 

settlements with the D&O Insurers described below (the “Insurance Settlements”). 

9. The D&O Insurers participating in the Insurance Settlements (the “Settling 

Insurers”) have agreed to pay an aggregate of $272 million under the D&O Policies ($200 million under 

the 2017 Tower and $72 million under the 2018 Tower) to resolve the claims in the Arbitration 

concerning those D&O Policies. Certain D&O Insurers have declined to settle claims under four of the 

D&O Policies in the 2018 Tower, with total limits of liability of $40 million, and the Arbitration will 

continue with respect to those policies. 

10. As part of the consideration provided to the Settling Insurers for the Insurance 

Settlements, the Reorganized Debtors and the individual insureds agreed to release the Settling Insurers 

from all further claims under the 2017 Tower and under the D&O Policies in the 2018 Tower that are 

the subject of the Insurance Settlements, and to request dismissal of the Arbitration against the Settling 

Insurers with respect to the D&O Policies that are the subject of an Insurance Settlements. The Insurance 

Settlements thus provide the Reorganized Debtors with certainty of a minimum amount of insurance 

proceeds available to settle the Securities Litigation, the Securities Claims and the FVT Claims. 

11. The Insurance Settlements were the product of good faith, arm’s length 

negotiations, and I believe the Insurance Settlements represent a reasonable compromise and will 

facilitate the settlement of the D&O Action, which is conditioned on the approval by this Court of the 

Insurance Settlements. I actively participated in the negotiations with the Settling Insurers that led to 

the Insurance Settlements. The Insurance Settlements were negotiated at arm’s length with the help of 

an experienced mediator, Robert Meyer from JAMS. While the mediation process is by its nature 

confidential, the parties and the mediator engaged in numerous meetings, phone calls and emails over 

several months. The parties exchanged numerous proposals and drafts and ultimately agreed on a 

settlement that was a compromise from each party’s original position. 

Case: 19-30088 Doc# 13018 Filed: 09/29/22 Entered: 09/29/22 16:48:30 Page 4

of 5
5 

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

I declare under penalty of perjury pursuant to 28 U.S.C. § 1746 that the foregoing is true 

and correct to the best of my knowledge, information, and belief and that this declaration is executed 

this 29th day of September 2022 in San Francisco, California. 

/s/ David B. Goodwin 

David B. Goodwin 

Case: 19-30088 Doc# 13018 Filed: 09/29/22 Entered: 09/29/22 16:48:30 Page 5

of 5