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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)

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 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,

Case No. 19-30088 (DM)

Chapter 11

(Lead Case) (Jointly Administered)

DEBTORS’ OBJECTION TO MOTION OF 

THE OFFICIAL COMMITTEE OF TORT 

CLAIMANTS FOR ENTRY OF A 

PROTECTIVE ORDER 

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# 2656 Filed: 06/19/19 Entered: 06/19/19 16:06:52 Page 1 of

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767 Fifth Avenue

New York, NY 10153-0119

PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors 

in possession (collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases 

(the “Chapter 11 Cases”), hereby submit this objection (the “Objection”) to the Motion of the 

Official Committee of Tort Claimants for Entry of a Protective Order, dated June 5, 2019 [Docket 

No. 2419] (together with the supporting memorandum [Docket No. 2420], the “TCC Motion”). 

For the reasons set forth in the Debtors’ Motion for Entry of Protective Order Pursuant to Fed. R. 

Bankr. P. 7026 and 9014(c) and 11 U.S.C. § 105(a) Governing Discovery Materials and Other 

Information, dated June 7, 2019 [Docket No. 2459] (the “Debtors’ Motion”), the Debtors object 

to the TCC Motion and request that the Debtors’ Motion be granted instead. The Debtors 

therefore incorporate by reference herein the Debtors’ Motion and the accompanying Declaration 

of Richard W. Slack in Support of Motion for Entry of Protective Order Pursuant to Fed. R. 

Bankr. P. 7026 and 9014(c) and 11 U.S.C. § 105(a) Governing Discovery Materials and Other 

Information, dated June 7, 2019 [Docket No. 2460] (the “Slack Declaration”).

In order to efficiently and fairly address confidentiality issues that will inevitably 

arise from discovery and the exchange of information in these Chapter 11 Cases, the Debtors 

worked diligently over a period of many weeks to prepare a protective order. The Debtors 

modeled the proposed protective order on the U.S. District Court for the Northern District of 

California’s Model Protective Order for Litigation Involving Patents, Highly Sensitive 

Confidential Information and/or Trade Secrets — attached as Exhibit G to the Slack Declaration 

and available at https://www.cand.uscourts.gov/filelibrary/776/ND_Cal_Patent_Highly_Sensitive

_Model_Prot_Ord_Revised.docx — with modifications to accommodate the unique and complex 

circumstances of a complicated bankruptcy proceeding, especially one where it is expected that 

the Debtors will be asked to produce information to many parties in connection with, among other 

things, various motions and adversary proceedings. The Debtors also considered a number of this 

Court’s prior orders — including four from the prior PG&E bankruptcy and two from other 

bankruptcies that were attached as Exhibits A through F to the Slack Declaration. As part of that 

effort, the Debtors extensively met and conferred with the TCC and the UCC. Indeed, the 

Proposed Protective Order submitted with Debtors’ Motion reflects language that has been the 

Case: 19-30088 Doc# 2656 Filed: 06/19/19 Entered: 06/19/19 16:06:52 Page 2 of

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product of extensive negotiations with the TCC and UCC. Since the filing of the Debtors’

Motion, the Debtors have had further communications with interested parties, including the UCC 

and the CPUC, and have agreed to make additional changes. The Debtors hereby submit an 

amended version that reflects additional changes as a result of comments by the UCC and CPUC, 

annexed hereto as Exhibit A (the “Amended Proposed Protective Order”), as well as a redline 

reflecting the additional language, annexed hereto as Exhibit B. 

As acknowledged by the TCC’s Motion, “the parties have agreed substantially on 

a stipulated proposed protective order to govern the production and exchange of discovery in 

these jointly administered chapter 11 cases.” Indeed, it is important that the Debtors have 

consistent procedures governing discovery in these Chapter 11 Cases, especially because the

Debtors are likely to be the producing party in most circumstances. However, despite the 

Debtors’ good faith efforts to work (and compromise) with interested parties on the language of 

an agreed-upon protective order, the TCC nonetheless has remained unwilling to agree on two 

issues: 

First, the TCC would shift the responsibility for filing a motion with the Court to 

challenge a confidentiality designation from the challenging party to the designating party. 

Second, although the Debtors have agreed to the TCC’s request that a challenge to a 

confidentiality designation may be brought at any time without any waiver for lack of a prompt 

challenge, the TCC would impose an inconsistent and drastic “waiver” provision under which a 

designating party (likely to be the Debtors in most cases) waives its confidentiality protection 

forever if it does not make a motion within 10 days of receiving any writing conveying a 

challenge to the designation.

As explained in the Debtors’ Motion, the provisions proposed by the Debtors to 

address challenges to confidentiality designations accord with a number of protective orders 

entered in bankruptcy matters by this Court, including those attached to the Slack Declaration that 

include several protective orders entered in connection with the prior PG&E bankruptcy case. 

The protective orders attached as Exhibits A through D to the Declaration of Richard W. Slack in 

Support of Debtors’ Objection to Motion of the Official Committee of Tort Claimants for Entry of 

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a Protective Order (the “Slack Objection Declaration”) provide additional authority for the 

provisions the Debtors propose. The prior protective orders attached to the Slack Declaration and 

Exhibits A through D to the Slack Objection Declaration require the party challenging a 

confidentiality designation to prosecute its own challenge, rather than saddling the Debtors in a 

large complex bankruptcy with that burden upon the receipt of a letter or email making such a 

challenge. Moreover, none of the protective orders attached to the Slack Declaration or the Slack 

Objection Declaration imposed a waiver of confidentiality if the designating party were not to 

bring a motion before the Court within any specified period of time. The Debtors’ Amended 

Proposed Protective Order likewise reflects the good judgment as set forth in these prior 

protective orders applicable in a complex bankruptcy. 

The procedure that the TCC proposes, by contrast, would be burdensome and 

unfair to the Debtors. The TCC’s protective order would require the potentially costly and timeconsuming filing of motions whenever any counterparty contested a confidentiality designation in 

any writing, even a simple email. The TCC further would unreasonably require such filings to be 

made within a 10-day period of any written notice on pain of permanent waiver of the 

confidentiality protection at issue.

In addition to the reasons the Debtors elaborated in their Motion for the Court to 

adopt the Debtors’ Proposed Protective Order, the Debtors point out that the Debtors’ Amended 

Proposed Protective Order provides for separate language to address issues raised by other 

interested parties which is not reflected in the TCC’s proposed protective order. 

In sum, the Court should adopt the Debtors’ Amended Proposed Protective Order.

The Debtors therefore respectfully request that the Court deny the TCC’s Motion, 

approve the Debtors’ Motion as amended, enter the Amended Proposed Protective Order to govern 

all discovery in the Chapter 11 Cases and related proceedings, including informal discovery, 

discovery under Bankruptcy Rule 2004, and discovery in connection with the Cases – as further 

described in the Debtors’ Motion.

Dated: June 19, 2019 WEIL, GOTSHAL & MANGES LLP

Case: 19-30088 Doc# 2656 Filed: 06/19/19 Entered: 06/19/19 16:06:52 Page 4 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

KELLER & BENVENUTTI LLP

By: /s/ Richard W. Slack

Attorneys for Debtors and Debtors in Possession

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