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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 

 -andPACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

 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) 

MOTION OF THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS FOR AN ORDER 

AUTHORIZING THE FILING OF AN 

OBJECTION UNDER SEAL 

[No Hearing Requested] 

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

in the above-captioned chapter 11 cases, by its attorneys, Milbank LLP, hereby moves (the 

Case: 19-30088 Doc# 2829 Filed: 07/02/19 Entered: 07/02/19 14:56:08 Page 1 of

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44553.00004

“Motion”) for an entry of an order authorizing the Creditors’ Committee to file under seal portions 

of its objection (the “Objection”) 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

(the “D&O Motion”) [Docket No. 2471], which objection is filed contemporaneously herewith.1 

This Motion is further accompanied by the declaration of Gregory A. Bray. In support of the 

Motion, the Committee respectfully represents as follows: 

PRELIMINARY STATEMENT 

1. The Creditors’ Committee seeks authority to file portions of its Objection to the 

Debtors’ D&O Motion under seal. The Creditors’ Committee received materials from the Debtors 

as part of its diligence into the D&O Motion. The Debtors designated those materials as 

“confidential” or “highly confidential” pursuant to the Order Governing Discovery by and Among 

Debtors, Official Committee of Unsecured Creditors, and Official Committee of Tort Claimants

entered by the Court on July 1, 2019 (“Protective Order”) [Docket No. 2807]. The Protective 

Order governs the production, review, disclosure, and handling of any information exchanged by 

and among the Official Committee of Tort Claimants (the “TCC”), the Creditors’ Committee, and 

the Debtors in these chapter 11 cases. 

2. The Creditors’ Committee notified the Debtors of its intention to reference in its 

Objection certain materials that the Debtors had designated as “confidential” and/or “highly 

confidential” under the Protective Order (the “Designated Materials”) and asked whether the 

Debtors would require that the Creditors’ Committee file the Designated Materials under seal. 

Counsel for the Debtors answered in the affirmative, occasioning this motion. 

JURISDICTION AND VENUE 

3. This Court has jurisdiction over the Motion pursuant to 28 U.S.C. §§ 157 and 1334, 

the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 

(N.D. Cal.), and Bankruptcy Local Rule 5011-1(a). 

4. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 

 

1

 Capitalized terms not defined herein have the meanings ascribed to them in the D&O 

Motion. 

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44553.00004

5. The bases for the relief requested in the Motion are §§ 105(a) and 107(b) of the 

Bankruptcy Code and Bankruptcy Rule 9018. 

6. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

BACKGROUND 

7. The Debtors filed the D&O Motion on June 10, 2019 requesting, among other 

things, the immediate funding of $50 million to secure a new D&O insurance policy (the “New 

Policy”). 

8. The Creditors’ Committee received materials from the Debtors in response to 

certain requests for information in respect of the D&O Motion, which the Debtors designated as 

“confidential” or “highly confidential” under the Protective Order. The Objection references 

certain of those materials. On this basis, the Debtors have informed the Creditors’ Committee that 

it is necessary that the Creditors’ Committee file the portions of its objection that reference the 

Designated Materials under seal. 

BASIS FOR RELIEF REQUESTED 

9. The Court “may issue any order, process, or judgment that is necessary or 

appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Under Section 107(b) of 

the Bankruptcy Code: “On request of a party in interest, the bankruptcy court shall, and on the 

bankruptcy court’s own motion, the bankruptcy court may—(1) protect an entity with respect to a 

trade secret or confidential research, development, or commercial information.” 11 U.S.C. 

§ 107(b) (emphasis added). 

10. The Bankruptcy Rules set forth the requirements to obtain a protective order to file 

documents under seal. “On motion, or on its own initiative, with or without notice, the court may 

make any order which justice requires (1) to protect the estate or any entity in respect of a trade 

secret or other confidential research, development, or commercial information.” Fed. R. Bankr. 

P. 9018. In addition, Civil Local Rule 79-5(e) for the United States District Court for the Northern 

District of California permits a party to file under seal documents designated as confidential 

subject to a protective order. The request for seal must be narrowly tailored to sealable materials. 

Civil Local Rule 79-5(d). 

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44553.00004

11. Because the Creditors’ Committee has redacted only the portions of its Objection 

that reference or are otherwise based upon material that, according to the Debtors, constitute 

“confidential” or “highly confidential” information, the relief requested herein falls within the 

scope of 107(b) and the other authorities cited above. The Court should grant the Creditors’ 

Committee’s request. 

CONCLUSION 

Based on all of the foregoing, the Creditors’ Committee respectfully requests that the Court 

grant the Motion and allow the Creditors’ Committee to file under seal those portions of its 

Objection that reference or are based upon the Designated Materials. 

DATED: July 2, 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 

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