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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) 

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,

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) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SECOND SUPPLEMENTAL 

DECLARATION OF TOBIAS S. KELLER 

PURSUANT TO 11 U.S.C. § 327(a) AND 

FED. R. BANKR. P. 2014(a) AND 2016 ON 

BEHALF OF KELLER & BENVENUTTI 

LLP (McNUTT RETENTION BY FEE 

EXAMINER) 

Case: 19-30088 Doc# 2715 Filed: 06/21/19 Entered: 06/21/19 15:32:25 Page 1 of

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I, Tobias S. Keller, hereby declare pursuant 28 U.S.C. § 1746: 

1. I am a partner of the firm of Keller & Benvenutti LLP (the “Firm”), a law firm with 

offices at 650 California Street, Suite 1900, San Francisco, California 94108. 

2. I submit this Declaration as a supplement to my declaration dated March 13, 2019 

[Docket No. 870] (the “Original Declaration”) in support of the Application of Debtors Pursuant to 11 

U.S.C. §327(a) and Fed. R. Bankr. Proc. 2014(a) and 2016 for Authority to Retain and Employ Keller 

& Benvenutti LLP as Co-Counsel for the Debtors Nunc Pro Tunc to the Petition Date.1

3. As anticipated in the Original Declaration, this declaration is submitted to supplement 

information disclosed in the Original Declaration; as additional information regarding parties in 

interest becomes available, a further supplemental declaration will be submitted to the Court reflecting 

such amended, supplemented or otherwise modified information. 

4. On May 16, 2016, the Firm filed its first supplement to the Original Declaration 

[Docket No. 2042] in which it disclosed, among other things, a potential dispute as between the Fee 

Examiner’s proposed counsel and one of the Firm’s attorneys. 

5. Since the filing of the Original Declaration, additional developments at the Firm and in 

the Chapter 11 Cases require the supplemental disclosures set forth in the following paragraphs. 

6. Potential Conflict with Counsel to the Fee Examiner. 

a. The Fee Examiner has retained Scott McNutt as counsel pursuant to the Order 

Authorizing Employment of Scott H. McNutt as Counsel to Fee Examiner [Docket No. 2614]. As 

Mr. McNutt notes in his declaration [Docket No. 2559] in support of the Fee Examiner’s motion to 

employ Mr. McNutt at 4:21 through 5:2, one of the attorneys actively representing the Debtors at the 

Firm, Thomas Rupp, has outstanding employment claims against McNutt Law Group and Mr. McNutt 

in connection with Mr. Rupp’s separation from McNutt Law Group over a year ago. 

b. Mr. Rupp has treated his claims as private ones and has not asked that the Firm 

or any of its attorneys intervene in the dispute in any fashion. 

 

1

 Capitalized terms used but not otherwise herein defined have the meanings ascribed to such terms in 

the Original Declaration. 

Case: 19-30088 Doc# 2715 Filed: 06/21/19 Entered: 06/21/19 15:32:25 Page 2 of

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c. Although the Firm does not and will not represent Mr. Rupp with respect to 

those claims, the existence of Mr. Rupp’s claims creates potential issues as between Mr. McNutt and 

the Firm. Thus, for instance, should Mr. Rupp pursue his claims, Mr. McNutt’s ability to deal with the 

Firm in a disinterested fashion may be compromised. Conversely, negotiations regarding, or a 

resolution of, Mr. Rupp’s claims may affect Mr. Rupp’s relationship with the Firm or the Firm’s 

relationship with the Fee Examiner.2

d. The Firm does not intend to remove Mr. Rupp from this representation. It will 

endeavor not to include Mr. Rupp in direct communications with Mr. McNutt or the Fee Examiner. 

Should any party believe that further actions are necessary to address this circumstance, the Firm will 

engage as appropriate and, if necessary, seek further guidance from the Court. 

I declare under penalty of perjury that, to the best of my knowledge and after reasonable 

inquiry, the foregoing is true and correct and that this declaration was executed at San Francisco, 

California, on June 21, 2019. 

 

/s/ Tobias S. Keller

Tobias S. Keller 

 

2

 K&B first raised its concerns with Andy Vara, the United States Trustee handling these cases, 

in April 2019. Mr. Vara represented that he identified K&B’s concerns to the Fee Examiner and 

Mr. McNutt. K&B and its representatives have had no direct communications whatsoever with the Fee 

Examiner or Mr. McNutt regarding Mr. Rupp’s claims. 

Case: 19-30088 Doc# 2715 Filed: 06/21/19 Entered: 06/21/19 15:32:25 Page 3 of

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