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SCOTT H. MCNUTT (CSBN 104696) 

324 Warren Road 

San Mateo, California 94402 

Telephone: (415) 760-5601 

Email: shm@ml-sf.com 

Proposed Attorney for Fee Examiner 

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) 

(Lead Case) 

(Jointly Administered) 

Chapter 11 

DECLARATION OF SCOTT H. MCNUTT 

IN SUPPORT OF APPLICATION FOR 

ORDER AUTHORIZING EMPLOYMENT 

OF SCOTT H. MCNUTT AS COUNSEL 

TO FEE EXAMINER 

Judge: Hon. Dennis Montali 

I, Scott H. McNutt, hereby declare as follows: 

1. I am an attorney at law, licensed by and in good standing with the Bar of this State, 

and admitted to practice before this Court. I practice law as a sole practitioner (my practice is 

referred to herein as “McNutt”), and in that capacity am proposed counsel to Bruce A. Markell, 

the duly appointed fee examiner (the “Fee Examiner”) in these jointly administered Chapter 11 

reorganization cases of PG&E Corporation and Pacific Gas and Electric Company (collectively, 

the “Debtors”). In such capacity, and except as otherwise indicated herein, I have personal 

Case: 19-30088 Doc# 2559 Filed: 06/17/19 Entered: 06/17/19 12:17:36 Page 1 of

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2 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

knowledge of the facts set forth below, and if called as a witness I could and would competently 

testify to the matters set forth in this declaration. 

2. I hereby submit this declaration in support of the application by the Fee Examiner 

(the “Employment Application”) for entry of an order authorizing the employment of McNutt as 

the Fee Examiner’s counsel pursuant to Sections 105(a) and 327(a) of Title 11 of the United States 

Code (the “Bankruptcy Code”) and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”). The following constitutes the statement required by Sections 327 and 

504 of the Bankruptcy Code and Rule 2014(a) of the Bankruptcy Rules. 

3. The Fee Examiner seeks to employ McNutt as counsel in the jointly administered 

Chapter 11 case effective as of April 12, 2019, the date the Office of the United States Trustee (the 

“U.S. Trustee”) filed its MOTION OF THE UNITED STATES TRUSTEE FOR ORDER APPOINTING FEE 

EXAMINER AND ESTABLISHING PROCEDURES FOR CONSIDERATION OF REQUESTED COMPENSATION 

AND REIMBURSEMENT OF EXPENSES [Docket No. 1370] (the “Fee Examiner Motion”). 

4. The proposed employment of McNutt in this matter is as a sole practitioner. In the 

course of the representation, I anticipate that I may associate other attorneys or paraprofessionals 

with my practice on a contract basis, for purposes of providing efficient and timely service to the 

Fee Examiner. Any contract attorneys I employ will be hired and compensated by McNutt strictly 

on an hourly basis to be paid exclusively by McNutt. McNutt will not seek to compensate an 

associated attorneys or paralegals based on a contingency or other sharing of fees received from 

the PG&E estate. To the extent that I associate any contract attorney or attorneys for this matter, a 

supplemental declaration disclosing their background, disinterestedness, and any connections will 

be filed. 

5. References to “McNutt” herein are to the McNutt practice, including any other 

attorney’s or paraprofessionals whose time may be billed to this matter. 

6. My background and experience of is brief described in the biography attached as 

Exhibit A hereto. 

7. McNutt will charge for services in this matter on an hourly rate basis. As a general 

rule, McNutt’s billing practices are identical for bankruptcy and non-bankruptcy clients. The 

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3 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

hourly rates on which McNutt’s fees are based are reflective of the services it is expected to 

provide, but are generally identical for bankruptcy and non-bankruptcy clients. The costs charged 

to bankruptcy clients when paid from a bankruptcy estate are either identical to or less than the 

costs charged to non-bankruptcy clients in comparable matters. 

8. McNutt will comply with all applicable orders and guidelines in this case, including 

this Court’s ORDER PURSUANT TO 11 U.S.C. §§ 331 AND 105(A) AND FED. R. BANKR. P. 2016 FOR 

AUTHORITY TO ESTABLISH PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF 

EXPENSES OF PROFESSIONALS [Docket No. 701]; the Fee Examiner Order; and all protocols or 

procedures promulgated by the Fee Examiner. 

9. I have not shared nor agreed to share any compensation paid or payable by the 

bankruptcy Estates with any other entity. I expect to compensate contract attorneys or paralegals 

associated for this matter on an hourly basis for work performed, however, I do not believe that 

this qualifies as an agreement to share compensation. 

10. I have undertaken a review of the “PG&E Corporation and Pacific Gas and Electric 

Company Retention Checklist” prepared by Debtor’s counsel to determine potential conflicts, and 

attached as Schedule 1 to the Declaration of Cecily Dumas filed on March 17, 2019 [Docket No. 

935], to determine whether I have had any relationship with any listed party. Based upon this 

review, I have determined that my practice does not hold or represent any interest adverse to the 

Debtors’ estates. Moreover, except as specifically disclosed below, I have determined that my 

practice has no connection with the Debtors, their principal creditors, equity security holders, or 

any other parties-in-interest, or their respective attorneys and accountants, or the U.S. Trustee or 

any person employed in the office of the United States Trustee. Finally, I do not believe that any 

grounds exist that would make employment of the myself or any associated attorneys improper 

under Rule 5002(a) of the Federal Rules of Bankruptcy Procedure. 

11. I believe that the matters set forth below may be deemed “connections” that are 

required to be disclosed under Rule 2014(a) of the Federal Rules of Bankruptcy Procedure. In 

addition, in the interest of transparency, certain matters that may not rise to the level of 

“connections” for purposes of Rule 2014(a) are also disclosed as follows. 

Case: 19-30088 Doc# 2559 Filed: 06/17/19 Entered: 06/17/19 12:17:36 Page 3 of

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4 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

(a) I previously represented Pacific Gas and Electric Company in 

approximately five bankruptcy matters involving power purchase agreements. These 

representations were while I was affiliated with a prior firm, Severson & Werson, P.C., and were 

concluded more than twenty years ago. I have not represented the Debtors or any affiliates of the 

Debtors at any time in the past twenty years. 

(b) My law partner at my prior firm McNutt Law Group, LLP, previously 

McNutt & Litteneker, LLP was Rebecca Litteneker. Ms. Litteneker’s husband was, and may still 

be, employed as in-house counsel at Pacific Gas and Electric Company. My professional 

association with Ms. Litteneker ended in 2009, when she retired from her partnership in McNutt & 

Litteneker, LLP. 

(c) The Debtors have been utility providers to many Chapter 11 debtors that I 

have represented at prior firms. 

(d) I have or have previously had personal checking accounts and credit cards 

at various financial institutions on the list. 

(e) I have appeared before all of the judges in the Northern District, and have 

participated in professional panels or presentations with a number of the Northern District judges, 

and employees of the Office of the United States Trustee. 

(f) In prior matters, I have appeared on behalf of clients adverse to clients 

represented by a number of listed Debtors’ Professionals, Non-Debtors Professionals and Ordinary 

Course Professionals. 

(g) Thomas Rupp, an associate with Keller Benvenutti LLP, was previously 

employed as an associate of my prior law firm, McNutt Law Group, LLP. Mr. Rupp’s 

employment with McNutt Law Group was terminated in July 2018. Mr. Rupp worked for my firm 

for approximately seven years. I do not believe I have any disputes with him. When I closed the 

firm, there were insufficient immediately available funds to pay all debts of the firm. There were, 

and are, sufficient accounts receivable to pay all debts upon collection of those receivables. I have 

been collecting these accounts receivable and paying the firm’s debts as I am able, and will pay all 

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5 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

outstanding amounts to Mr. Rupp as funds are available. I believe that Mr. Rupp is owed 

approximately four weeks’ wages. 

(h) I teach corporate reorganizations as an adjunct professor at the University of 

California, Davis School of Law. One of my previous students, Trevor Fehr, is now employed at 

the Office of the United States Trustee for Region 17. It is my understanding that he works out of 

the San Francisco and San Jose offices. I provided a recommendation for Mr. Fehr in connection 

with his application to the U.S. Trustee. 

(i) I know and socialize with Barry Lawson Williams in a personal capacity. 

(j) I believe that I have had personal and professional policies that were 

underwritten by a number of listed insurers. I have in the past represented clients under policies 

underwritten by Lloyds of London. 

(k) There is a Scott McNutt listed as a landlord or lease counterparty. I do not 

have any lease or contract relationship with the Debtors. I believe this is another person of the 

same name. 

(l) At my prior firm I represented a client who had an indirect interest in real 

property that was destroyed in the October 2017 Sonoma County fires, and provided limited 

advice regarding potential claims against the Debtors in connection with general insolvency 

advice. I did not represent this former client in asserting any such claims, and I no longer represent 

this client. The name of the client is not disclosed here for attorney-client confidentiality reasons. 

(m) I may have represented in unrelated matters other clients who may have or 

believe they have claims against the Debtors. I have not, and do not, represent them regarding 

those claims. 

(n) In prior matters I have represented clients adverse to parties represented by 

a number of law firms listed. 

(a) I was an associate at Sidley Austin, in the Los Angeles office, from 

approximately 1986 to 1989. 

(b) Many of the taxing authorities listed have been creditors in bankruptcy 

estates that I have represented at prior firms. 

Case: 19-30088 Doc# 2559 Filed: 06/17/19 Entered: 06/17/19 12:17:36 Page 5 of

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6 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

(c) Citicbank N.A. was a client of my prior firm, McNutt Law Group, LLP, on 

an unrelated matter. That representation concluded more than three years ago. 

(d) It is possible that I may have represented or been adverse to listed vendors, 

potential litigation claimants, or other creditors in this case while at previous firms. Based on my 

review, I do not believe there are any such relationships within the past three years, except as 

disclosed specifically above. 

2. The following information is provided in response to the request for additional 

information set forth in Paragraph D.1. of the Appendix B—Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the “Revised UST 

Guidelines”): 

Question: Did you agree to any variations from, or alternatives to, your standard 

or customary billing arrangements for this engagement? 

Response: No. 

Question: Do any of the professionals included in this engagement vary their rate 

based on the geographic locations of the bankruptcy case? 

Response: No. 

Question: If you represented the client in the 12 months prepetition, disclose your 

billing rates and material financial terms for the prepetition 

engagement, including any adjustments during the 12 months 

prepetition. If your billing rates and material financial terms have 

changed postpetition, explain the difference and the reasons for the 

difference. 

Response: McNutt did not represent the Fee Examiner or the Debtors prior to the 

commencement of these cases. 

Question: Has your client approved your prospective budget and staffing plan, 

and if so for what budget period. 

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7 DECL. OF S. McNUTT ISO APPLICATION TO 

EMPLOY SCOTT H. MCNUTT 

Response: McNutt has reviewed expectations regarding staffing and budget with 

the Fee Examiner, and the Fee Examiner has tentatively approved 

McNutt’s staffing and budget expectations. McNutt expects to prepare 

a more detailed budget for approval by the Fee Examiner in compliance 

with the protocols to be promulgated by the Fee Examiner for 

professionals in these cases. McNutt understands that the Fee Examiner 

will maintain active oversight of McNutt’s billing practices, which will 

be in compliance with the Fee Examiner’s protocols. 

I declare under penalty of perjury under the laws of the United States of America and the 

State of California that the foregoing is true and correct to the best of my knowledge and belief. 

Executed this 17th day of June, 2019, at San Mateo, California. 

/s/ Scott H. McNutt

 Scott H. McNutt 

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