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

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 A

SUPPLEMENTAL 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# 2875 Filed: 07/05/19 Entered: 07/05/19 16:37:44 Page 1 of

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

2

44553.00004

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

its supplemental objection (the “Supplemental 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 supplemental objection is 

filed contemporaneously herewith.

1

 This Motion is further accompanied by the declaration of 

Gregory A. Bray. In support of the Motion, the Creditors’ Committee respectfully represents as 

follows:

PRELIMINARY STATEMENT

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

Objection to the Debtors’ D&O Motion under seal.2 The Creditors’ Committee took the deposition 

of Janaize Markland, the Debtors’ declarant in support of the D&O Motion, on July 3, 2019. The 

Debtors designated the transcript of the deposition as “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.

JURISDICTION AND VENUE

2. 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). 

3. 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.

2 On July 2, 2019, the Creditors’ Committee filed a substantially similar motion to file 

portions of its initial objection to the D&O Motion under seal, as the objection referenced 

materials produced by the Debtors which the Debtors had designated as confidential. 

This court granted that motion on July 2, 2019. See Order Granting Motion to File 

Documents Under Seal [Docket No. 2840].

Case: 19-30088 Doc# 2875 Filed: 07/05/19 Entered: 07/05/19 16:37:44 Page 2 of

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

3

44553.00004

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

Bankruptcy Code and Bankruptcy Rule 9018. 

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

BACKGROUND

6. 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”).

7. The Creditors’ Committee sought to take the deposition of Janaize Markland, the 

Debtors’ declarant, prior to the D&O Motion’s July 2, 2019 objection deadline. The parties, 

however, were unable to schedule a mutually agreeable time before the objection deadline.

8. As such, the Creditors’ Committee filed its objection to the Debtors’ D&O Motion 

on July 2, 2019. See Objection of the Official Committee of Unsecured Creditors 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 “Objection”) [Docket No. 2835]. The next day, 

the Creditors’ Committee deposed Ms. Markland.

9. The Creditors’ Committee’s Supplemental Objection incorporates new information 

learned through Ms. Markland’s deposition testimony.

10. The Debtors designated the testimony of Ms. Markland as “confidential” under the 

Protective Order. The Supplemental Objection references certain portions of Ms. Markland’s

testimony. On this basis, the Creditors’ Committee seeks authority to file portions of its 

Supplemental Objection that reference the testimony under seal.

BASIS FOR RELIEF REQUESTED

11. 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).

Case: 19-30088 Doc# 2875 Filed: 07/05/19 Entered: 07/05/19 16:37:44 Page 3 of

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

4

44553.00004

12. 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).

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

Supplemental Objection that reference or are otherwise based upon deposition testimony that, 

according to the Debtors, constitutes “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 

Supplemental Objection that reference or are based upon deposition testimony.

DATED: July 5, 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 

Case: 19-30088 Doc# 2875 Filed: 07/05/19 Entered: 07/05/19 16:37:44 Page 4 of

4