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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) 

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,

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

MOTION TO FILE REDACTED 

DOCUMENTS IN SUPPORT OF 

APPLICATION PURSUANT TO 11 U.S.C. 

§§ 327(a) AND 328(a) AND FED. R. BANKR. P. 

2014(a) AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY KPMG LLP AS 

INFORMATION TECHNOLOGY, RISK, AND 

LEGAL SUPPORT CONSULTANTS TO THE 

DEBTORS NUNC PRO TUNC TO PETITION 

DATE 

 

[Related to Dkt. No. 2171] 

[No Hearing Requested] 

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# 2173 Filed: 05/21/19 Entered: 05/21/19 17:27:50 Page 1 of

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28 Weil, Gotshal & Manges LLP 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 Motion (the “Redaction Motion”), pursuant to 

sections 105(a) and 107(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 

9018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 1001-2(a) of 

the Bankruptcy Local Rules for the United States District Court for the Northern District of 

California (the “Bankruptcy Local Rules”) and the New District Wide Procedures for 

Electronically Filing Sealed and Redacted Documents adopted by the United States Bankruptcy 

Court for the Northern District of California (the “Local Procedures”), for entry of an order (i) 

authorizing the Debtors to file, with certain limited redactions, the Engagement Agreements (as 

described below) related to the Application of Debtors Pursuant to 11 U.S.C. §§ 327(a) and 328(a) 

and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ KPMG LLP as 

Information Technology, Risk, and Legal Support Consultants to the Debtors Nunc Pro Tunc to 

Petition Date (the “KPMG Retention Application”), 1 filed contemporaneously herewith, and 

(ii) directing that the unredacted copies provided to the Court of the Engagement Agreements (as 

defined below) shall remain under seal and confidential and not be made available to anyone 

without the consent of the Debtors and the other parties to the Engagement Agreements or further 

order from the Court. 

In support of the Redaction Motion, the Debtors submit the Declaration of Tyson 

Smith (the “Smith Declaration”), filed contemporaneously herewith. A proposed form of order 

granting the relief requested herein is being uploaded concurrently herewith in accordance with the 

Local Procedures (the “Proposed Order”). 

 

1

 Capitalized terms used but not defined in this Redaction Motion shall have the meaning used in the 

KPMG Retention Application. 

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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 Bankruptcy Local Rule 5011-1(a). 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 or examiner 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 

Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, the 

U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants Committee” 

and, together with the Creditors Committee, the “Committees”). 

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 the First Day Motions and Related Relief

[Docket No. 263] (the “Wells Declaration”). 

III. THE ENGAGEMENT AGREEMENTS 

Pursuant to the engagement agreements annexed as exhibits to the Declaration of Geno 

Armstrong, (the “Armstrong Declaration”), filed in support of the Application (the “Engagement 

Agreements”), KPMG will continue to provide information technology, risk, and legal support 

consulting to the Debtors, to the extent expressly required by and as more particularly described in the 

applicable designated agreements. Certain of the descriptions of the various services to be provided by 

KPMG to the Debtors under the Engagement Agreements include confidential and sensitive information 

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relating to, among other things, legal advice and litigation strategies that are protected by the attorneyclient privilege and work product doctrine. Accordingly, the following Exhibits have been redacted on 

the bases set forth below: 

Exhibit 1-F:

2 Asset Management Services. This Engagement Agreement describes work 

to be performed at the direction of counsel. The scope of work includes providing support 

to the Debtors’ internal counsel in connection with Debtors’ development of certain aspects 

of its transmission, distribution and substation inspection programs. The redactions 

include information subject to the attorney–client privilege and attorney work product 

doctrine. 

Exhibits 1-H: Legal Support Services. This Engagement Agreement describes work to 

be performed at the direction of counsel. The scope of work includes providing certain 

evidentiary support services at the request of Debtors’ counsel, Latham & Watkins LLP 

and Clarence, Dyer & Cohen LLP. The redactions include information subject to the 

attorney–client privilege and attorney work product doctrine. 

IV. BASIS FOR RELIEF REQUESTED 

Section 105(a) of the Bankruptcy Code empowers the Court to “issue any order . . . that 

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

further provides: 

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 any entity with respect to a trade secret or confidential research, 

development, or commercial information. 

11 U.S.C. § 107(b) (emphasis added). Some courts have emphasized, parsing the language of 107(b) 

(namely, the word “shall”), that once the court determines that the information the moving party seeks 

to protect falls within one of the categories enumerated in 107(b), it “has no discretion to deny” the 

protection sought. Video Software Dealers Ass’n v. Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994). 

Also, section 107(b) expressly authorizes the court to grant protection, where warranted, to the 

confidential commercial information of “any entity.” 11. U.S.C. § 107(b). 

The Bankruptcy Rules similarly authorize the Court to “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. Courts have found that information 

 

2

 Exhibit references are to exhibits to the Armstrong Declaration. 

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protected by the attorney-client communications privilege or the attorney work product doctrine are 

subject to filing under seal, either on the basis that a lawyer’s work product is one type of “confidential 

research” that falls within the plain language of the protection of section 107 and Rule 9018, see, e.g.,

In re 50-Off Stores, 213 B.R. 646, 655 (Bankr. W.D. Tex. 1997); or because “the public interest in 

preserving the attorney client privilege ordinarily outweighs the presumption of access to judicial 

documents.” In re Fibermark, Inc., 330 B.R. 480, 494 (Bankr. D. Vt. 2005) (quotation omitted).

The Court in these Chapter 11 Cases has authorized the filing under seal of sensitive 

commercial information. See Dkt. Nos. 286 (authorizing filing under seal of DIP Financing Fee Letters), 

1241 (authorizing filing redacted contracts with Quanta Energy Services). Here, the information to be 

redacted is more than just commercially sensitive; it is confidential and subject to attorney–client 

privilege and the attorney work product doctrine. See Dkt. No. 1919 (authorizing filing redacted 

engagement agreements with PricewaterhouseCoopers LLP). Correspondence, bills, ledgers, 

statements, and time records which reveal the motive of the client in seeking representation, litigation 

strategy, or the specific nature of the services provided, such as researching particular areas of law, may 

fall within the attorney client privilege or the work product doctrine. See, e.g., In re Chan, 2018 Bankr. 

LEXIS 4120, *2 (Bankr. N.D. Cal. Dec. 20 2018) (citing Clark v. American Commerce Nat’l Bank, 974 

F.2d 127, 129 (9th Cir. 1992)).

Finally, Local Procedures require that a request for seal be narrowly tailored to sealable 

materials. New District Wide Procedures For Electronically Filing Sealed and Redacted Documents. 

The Debtors and their professionals have undertaken to redact only material they believe to be protected 

by the attorney–client privilege and/or the attorney work product doctrine, and will follow the Court’s 

procedures to provide unredacted copies to the Court, filed under seal, so the Court may conduct its own 

review of the privileged materials in camera. See In re Las Vegas Monorail Co., 458 B.R. 553, 559 

(Bankr. D. Nev. 2011) (privileged information redacted from professionals’ fee application could be 

filed under seal so bankruptcy court could uphold its duty to review fees). 

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Because Exhibits 1-F and 1-H to the Armstrong Declaration contain privileged and 

confidential information that is subject to attorney–client privilege and/or the attorney work product 

doctrine, the Debtors request that the filing of redacted copies be authorized by the Court. 

V. NOTICE 

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

Region 17 (Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to Tort Claimants Committee; (iv) the Securities and Exchange Commission; 

(v) the Internal Revenue Service; (vi) the Office of the California Attorney General; (vii) the California 

Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal Energy 

Regulatory Commission; (x) the Office of the United States Attorney for the Northern District of 

California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; (xii) 

KPMG; and (xiii) 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. 

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: May 21, 2019 

 WEIL, GOTSHAL & MANGES LLP

 KELLER & BENVENUTTI LLP

/s/ Thomas B. Rupp 

 Thomas B. Rupp 

Attorneys for Debtors and Debtors in Possession

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