DEBTORS’ MOTION TO EMPLOY 

ORDINARY COURSE PROFESSIONALS

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28 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) 

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) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Proposed 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,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

MOTION OF DEBTORS PURSUANT TO 

11 U.S.C. §§ 105(a), 327, 328, AND 330 FOR 

AUTHORITY TO EMPLOY PROFESSIONALS 

USED IN THE ORDINARY COURSE OF 

BUSINESS NUNC PRO TUNC TO THE 

PETITION DATE 

Date: February 27, 2019 

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

Place: United States Bankruptcy Court, 

 Courtroom 17, 16th Floor 

 450 Golden Gate Avenue, 

San Francisco, CA 94102

 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# 350 Filed: 02/06/19 Entered: 02/06/19 18:25:14 Page 1 of 9
DEBTORS’ MOTION TO EMPLOY 

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 PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), as 

debtors and debtors in possession (together, “PG&E” or the “Debtors”) in the above-captioned chapter 

11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”), pursuant to sections 

105(a), 327, 328, and 330 of title 11 of the United States Code (the “Bankruptcy Code”), for entry of an 

order authorizing, but not directing, the Debtors to (i) establish certain procedures to retain and 

compensate those professionals that the Debtors employ in the ordinary course of business (collectively, 

the “Ordinary Course Professionals”), effective as of the Petition Date (as defined below), without 

(a) the submission of separate retention applications or (b) the issuance of separate retention orders by the 

Court for each individual Ordinary Course Professional; and (ii) compensate and reimburse Ordinary 

Course Professionals without individual fee applications. 

 A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A

(the “Proposed Order”). An initial list of Ordinary Course Professionals is annexed to the Proposed 

Order as Exhibit 1.

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter 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 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”). This is a core proceeding pursuant to 28 U.S.C. 

§ 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court voluntary 

cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and 

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. No trustee, examiner, or statutory committee has been appointed in either of the Chapter 11 Cases. 

The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only 

pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 

Additional information regarding the circumstances leading to the commencement of the Chapter 

11 Cases and information regarding the Debtors’ businesses and capital structure is set forth in the 

Amended Declaration of Jason P. Wells in Support of First Day Motions and Related Relief [Docket No. 

263] (the “Wells Declaration”). 

III. PROPOSED PROCEDURES FOR EMPLOYMENT OF ORDINARY COURSE 

PROFESSIONALS 

The Debtors seek to employ Ordinary Course Professionals to render professional services to the 

Debtors’ estates in the same manner and for the same or similar purposes as such professionals were 

retained by the Debtors prior to the Petition Date. In the past, Ordinary Course Professionals have 

provided the Debtors with specialized legal services relating to, among other things, corporate, litigation, 

employment, labor, and regulatory matters that have a direct and significant impact on the Debtors’ dayto-day operations. It is essential that the employment of Ordinary Course Professionals, many of whom 

are familiar with the Debtors’ business, be continued to avoid disruption of the Debtors’ operations during 

these Chapter 11 Cases. 

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The Debtors submit that the proposed employment of the Ordinary Course Professionals and the 

payment of monthly compensation pursuant to the procedures set forth below (the “Procedures”) are in 

the best interests of their estates, creditors, and all other parties in interest. The relief requested will save 

the Debtors the time and expense associated with applying to the Court separately to retain each Ordinary 

Course Professional, and will avoid the incurrence of additional fees for the preparation and prosecution 

of numerous interim and final fee applications during these Chapter 11 Cases. Accordingly, the Debtors 

request that the Court dispense with the requirement of filing individual retention and fee applications 

for the Ordinary Course Professionals and implement the following Procedures: 

(i) Within thirty (30) days after the later of (a) the entry of an order granting this 

Motion and (b) the date on which an Ordinary Course Professional 

commences services for the Debtors, each Ordinary Course Professional will 

provide the following to the Debtors’ attorneys: (1) a declaration (the “OCP 

Declaration”), substantially in the form annexed to the Proposed Order as 

Exhibit 2, certifying that the Ordinary Course Professional does not represent 

or hold any interest adverse to the Debtors or their estates with respect to the 

matter(s) on which such professional is to be employed, and (2) a completed 

retention questionnaire (the “Retention Questionnaire”), substantially in the 

form annexed to the Proposed Order Exhibit 3.

(ii) Upon receipt of a completed OCP Declaration and Retention Questionnaire, 

the Debtors will file the same with the Court and serve copies on (a) the 

United States Trustee for Region 17 (the “U.S. Trustee”), (b) counsel for any 

official committees appointed in these Chapter 11 Cases (each a 

“Committee”), and (c) counsel for the agent under the Debtors’ debtor-inpossession financing facility (collectively, the “Reviewing Parties”).

(iii) If a party wishes to object to the retention of an Ordinary Course Professional, 

such party shall, within fifteen (15) days after the filing of the applicable OCP 

Declaration (the “Retention Objection Deadline”), file with the Court and 

serve on (a) the attorneys for the Debtors and (b) the relevant Ordinary Course 

Professional (together, the “Objection Recipients”) a written objection 

stating, with specificity, the legal and/or factual bases for such objection. If 

no objection to the retention of an Ordinary Course Professional is filed with 

the Court and served on the Objection Recipients before the Retention 

Objection Deadline, the retention and employment of such professional shall 

be deemed approved without further order of the Court.

(iv) If a timely objection to the retention of an Ordinary Course Professional is 

filed with the Court and served on the Objection Recipients, and such 

objection cannot be resolved within fourteen (14) days after the Retention 

Objection Deadline, the Debtor will file a notice of hearing and schedule the 

matter for adjudication by the Court at the next available hearing that is at 

least seven (7) days from the date of such notice.

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(v) No Ordinary Course Professional may be paid any amount for invoiced fees 

and expenses until the Ordinary Course Professional has been retained in 

accordance with these Procedures.

(vi) The Debtors are authorized to retain any Ordinary Course Professional and to 

compensate such Ordinary Course Professional, without formal application 

to the Court, 100% of the fees and reimburse 100% of the expenses incurred 

upon the submission to, and approval by, the Debtors of an appropriate 

invoice setting forth in reasonable detail the nature of the services rendered 

and expenses actually incurred (without prejudice to the Debtors’ right to 

dispute any such invoices); provided, however, that the Ordinary Course 

Professional’s total compensation and reimbursements shall not exceed 

$100,000 for each month starting from the first full month following the 

Petition Date (the “Monthly Cap”).

(vii) To the extent an Ordinary Course Professional’s total compensation and 

reimbursements are less than the OCP Monthly Cap, the amount by which 

such compensation and reimbursements are below the OCP Monthly Cap may 

be carried over to successive periods, subject at all times to the OCP Annual 

Cap (as defined below). 

(viii) In the event that an Ordinary Course Professional’s fees and expenses exceed 

the OCP Monthly Cap for any month during these Chapter 11 Cases: (a) the 

Debtors may pay the Ordinary Course Professional’s fees and expenses owed 

for such month up to the OCP Monthly Cap; and (b) for each such month, the 

Ordinary Course Professional will file with the Court a fee application, to be 

heard on notice, on account of the fees and expenses in excess of the OCP 

Monthly Cap and apply for compensation and reimbursement of such amount 

in compliance with sections 330 and 331 of the Bankruptcy Code, the 

Bankruptcy Rules, the Bankruptcy Local Rules, the Guidelines for 

Compensation and Expense Reimbursement of Professionals and Trustees for 

the Northern District of California, dated February 19, 2014 (the “Local 

Guidelines’), and the U.S. Trustee 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 November 1, 2013 

(the “UST Guidelines” and, together with the Local Guidelines, collectively 

the ‘Fee Guidelines”), and all orders of the Court.

(ix) Payment to any one Ordinary Course Professional shall not exceed 

$1,000,000 for any twelve-month period in which these Chapter 11 Cases are 

pending (the “OCP Annual Cap”), subject to further order of the Court. In 

the event that an Ordinary Course Professional’s fees and expenses exceed 

the OCP Annual Cap, such Ordinary Course Professional shall be required to 

file a separate retention application to be retained as a professional pursuant 

to section 327 of the Bankruptcy Code (which application may seek to be 

effective nunc pro tunc to the Petition Date). The OCP Annual Cap may be 

increased by mutual agreement between the Debtors and the U.S. Trustee; 

provided that the Debtors shall file a notice with the Court of any such agreed 

increase.

(x) Within thirty (30) days of the end of each quarterly period, the Debtors will 

file a statement with the Court and serve the same on the Reviewing Parties, 

certifying the Debtors’ compliance with the terms of the relief requested 

herein. The statement shall include for each Ordinary Course Professional 

(a) the name of such Ordinary Course Professional, and (b) for each quarterly 

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period, the aggregate amounts paid as compensation for services rendered and 

as reimbursement of expenses incurred by such professional.

(xi) If the Debtors seek to retain an Ordinary Course Professional not already 

listed on Exhibit 1 to the Proposed Order, the Debtors will file with the Court 

and serve on the Reviewing Parties a notice listing those additional Ordinary 

Course Professionals to be added to the initial list of Ordinary Course 

Professionals (the “OCP List Supplement”), along with the attendant OCP 

Declarations and Retention Questionnaires.

(xii) If a party wishes to object to the retention of an Ordinary Course Professional 

listed on an OCP List Supplement, such party shall, within fifteen (15) days 

after the filing of the applicable OCP List Supplement, file with the Court and 

serve on the Objection Recipients a written objection stating, with specificity, 

the legal and/or factual bases for such objection. If no timely objection to the 

retention of an Ordinary Course Professional listed on an OCP List 

Supplement is filed with the Court and served on the Objection Recipients, 

the retention and employment of such professional shall be deemed approved 

without further order of the Court. Any Ordinary Course Professional retained 

pursuant to an OCP List Supplement will be paid in accordance with the terms 

and conditions set forth in these Procedures.

IV. EMPLOYMENT OF ORDINARY COURSE PROFESSIONALS SHOULD BE 

AUTHORIZED 

A debtor is required to obtain bankruptcy court approval before it is permitted to hire certain 

professionals and compensate them with funds from property of the estate. As explained below, however, 

the Bankruptcy Code allows a debtor to retain professionals in the ordinary course of business when they 

are not representing or assisting the debtor in carrying out its duties under the Bankruptcy Code. 11 

U.S.C. § 327(a). The Debtors submit that most, if not all, of the Ordinary Course Professionals subject 

to this Motion may be retained and paid by the Debtors in the ordinary course of business, without Court 

approval. The Debtors, however, have proposed the Procedures set forth above out of an abundance of 

caution and to provide the Court and parties in interest an opportunity to object, and to provide assurance 

to the Ordinary Course Professionals of the Debtors’ authority to compensate them for postpetition work. 

Section 327(a) of the Bankruptcy Code provides as follows: 

Except as otherwise provided in this section, the trustee, with the court’s approval, may 

employ one or more attorneys, accountants, appraisers, auctioneers, or other professional 

persons, that do not hold or represent an interest adverse to the estate, and that are 

disinterested persons, to represent or assist the trustee in carrying out the trustee’s duties 

under this title. 

11 U.S.C. § 327(a). Section 327(e) of the Bankruptcy Code further provides as follows: 

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The trustee, with the court’s approval, may employ, for a specified special purpose, other 

than to represent the trustee in conducting the case, an attorney that has represented the 

debtor, if in the best interest of the estate, and if such attorney does not represent or hold 

any interest adverse to the debtor or to the estate with respect to the matter on which such 

attorney is to be employed. 

Id. § 327(e). Section 328(a) of the Bankruptcy Code provides, in pertinent part, that the trustee “with the 

court’s approval, may employ or authorize the employment of a professional person under section 327 

or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment.” 

Section 330 of the Bankruptcy Code authorizes the court to award reasonable compensation for 

actual and necessary services rendered by retained professionals. 11 U.S.C. § 330. Further, the Court 

may exercise its broad discretion under section 105(a) of the Bankruptcy Code in connection with the 

foregoing. 11 U.S.C. § 105(a). Accordingly, the Court has ample authority to approve the Procedures 

and other relief sought herein. 

Although certain of the Ordinary Course Professionals may hold unsecured claims against the 

Debtors for prepetition services rendered to the Debtors, the Debtors do not believe that any of the 

Ordinary Course Professionals have an interest materially adverse to the Debtors, their creditors, or other 

parties in interest with respect to the matters on which they are to be employed. Accordingly, pursuant 

to the above-cited provisions of the Bankruptcy Code, the Court may authorize the retention of the 

Ordinary Course Professionals. 

The Debtors rely on the Ordinary Course Professionals to support a multitude of areas of their 

business and every day operations. As a result of their prepetition representations of the Debtors, the 

Ordinary Course Professionals have obtained significant knowledge of the day to day operations of the 

Debtors which would make them difficult and costly to replace. In light of the additional costs associated 

with the preparation of retention applications for professionals that likely will receive relatively small 

fees as compared to professionals retained to assist the Debtors in prosecuting these Chapter 11 Cases, it 

is impractical and economically inefficient for the Debtors to submit individual retention applications 

and proposed retention orders for each Ordinary Course Professional. Accordingly, the Debtors request 

that the Court dispense with the requirement of individual retention applications and retention orders with 

respect to each Ordinary Course Professional. 

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Other than the Ordinary Course Professionals, all professionals employed by the Debtors to assist 

in the prosecution of these Chapter 11 Cases will be retained by the Debtors pursuant to separate orders 

approving separate retention applications. Those professionals will be compensated in accordance with 

the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Bankruptcy Local Rules, the 

Fee Guidelines, and other orders of this Court. 

Based on the foregoing, the Debtors submit that the requested relief is necessary and appropriate, 

is in the best interests of their estates, and should be granted. 

V. RESERVATION OF RIGHTS 

Nothing contained herein is intended, or shall be construed, as (i) an admission as to the validity 

of any claim against the Debtors; (ii) a waiver of the Debtors’ or any appropriate party in interest’s rights 

to dispute the amount of, basis for, or validity of any claim against the Debtors; (iii) a waiver of any 

claims or causes of action which may exist against any creditor or interest holder; or (iv) an approval, 

assumption, adoption, or rejection of any agreement, contract, lease, program, or policy between the 

Debtors and any third party under section 365 of the Bankruptcy Code. Likewise, if the Court grants the 

relief sought herein, any payment made pursuant to the Court’s order is not intended to be and should not 

be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute 

such claim subsequently. 

VI. NOTICE 

Notice of this Motion will be provided to (i) the Office of the United States Trustee for Region 

17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) the Debtors’ fifty (50) largest unsecured 

creditors on a consolidated basis; (iii) the Securities and Exchange Commission; (iv) the Internal Revenue 

Service; (v) the Office of the California Attorney General; (vi) the California Public Utilities 

Commission; (vii) the Nuclear Regulatory Commission; (viii) the Federal Energy Regulatory 

Commission; (ix) the Office of the United States Attorney for the Northern District of California; 

(x) counsel for the agent under the Debtors’ debtor in possession financing facilities; and (xi) those 

persons who have formally appeared in these Chapter 11 Cases and requested service pursuant to 

Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is required. 

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No previous request for the relief sought herein has been made by the Debtors to this or any other 

court. 

WHEREFORE the Debtors respectfully request entry of an order granting the relief requested 

herein and such other and further relief as the Court may deem just and appropriate. 

Dated: February 6, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Jane Kim 

 Jane Kim 

Proposed Attorneys for Debtors 

and Debtors in Possession 

Case: 19-30088 Doc# 350 Filed: 02/06/19 Entered: 02/06/19 18:25:14 Page 9 of 9