EXHIBIT B

Proposed Order

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TIMOTHY S. LAFFREDI (WI SBN 1055133) 

Assistant United States Trustee

MARTA E. VILLACORTA (NY SBN 4918280)

Trial Attorney

United States Department of Justice

Office of the U.S. Trustee 

450 Golden Gate Avenue, Suite 05-0153

San Francisco, CA 94102

Telephone: (415) 705-3333

Facsimile: (415) 705-3379

Email: marta.villacorta@usdoj.gov

Attorneys for Andrew R. Vara, Acting United States Trustee for Region 31

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

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)

ORDER APPOINTING FEE EXAMINER AND ESTABLISHING PROCEDURES 

FOR CONSIDERATION OF REQUESTED FEE COMPENSATION AND 

REIMBURSEMENT OF EXPENSES

Upon consideration of the Motion of the United States Trustee for Order Appointing Fee 

Examiner and Establishing Procedures for Consideration of Requested Compensation and 

Reimbursement of Expenses (the “Motion”), the recommendation of the United States Trustee (the 

 

1

Andrew R. Vara, Acting United States Trustee for Region 3, is acting in this appointment for Tracy Hope Davis, 

United States Trustee for Region 17, who has recused herself.

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“U.S. Trustee”) to appoint Bruce A. Markell as the Fee Examiner in these Chapter 11 cases, the 

Order Authorizing Debtors to Establish Procedures for Interim Compensation and Reimbursement 

of Expenses of Professionals (the “Interim Compensation Order”, ECF No. 701);

2 and given that the 

size and complexity of the above-captioned jointly administered chapter 11 cases (the “Chapter 11 

Cases”) likely will result in the filing of numerous, fee applications; and it appearing that the 

appointment of a fee examiner is appropriate pursuant to section 105(a) of title 11 of the United 

States Code (the “Bankruptcy Code”), Rule 9017 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), Rule 706 of the Federal Rules of Evidence, Bankruptcy Local Rule 9014-

1(b)(1)(D) of the United States Bankruptcy Court for the Northern District of California (the “Local 

Rules”); and it further appearing that (a) this Court has jurisdiction over this matter pursuant to 28 

U.S.C. §§ 157 and 1334 and (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and the 

Court may enter a final order consistent with Article III of the U.S. Constitution,

IT IS HEREBY ORDERED THAT:

1. Bruce A. Markell is appointed and shall be employed as the Fee Examiner in these 

Chapter 11 Cases. Based upon the Declaration of Bruce A. Markell in Support of the Motion, 

Professor Markell does not hold or represent an interest adverse to the estate and is a disinterested 

person as defined under the Bankruptcy Code. 

2. Unless otherwise ordered by this Court, this Order shall apply to all professionals in 

these Chapter 11 Cases requesting compensation and/or reimbursement of expenses for services 

rendered pursuant to sections 327, 330 and 331, but excluding (i) ordinary course professionals 

employed by the Debtors in accordance with the Order Pursuant to 11 U.S.C. §§ 105(a), 327, 328, 

 

2

 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Interim Compensation 

Order.

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and 330 Authorizing the Debtors to Employ Professionals Used in the Ordinary Course of Business 

Nunc Pro Tunc to the Petition Date [ECF No. 707] (the “OCP Order”),3 and (ii) members of the 

Official Committee of Unsecured Creditors and the Official Committee of Tort Claimants 

(collectively, the “Committees”) appointed in these Chapter 11 Cases, on account of such members’ 

applications for reimbursement of expenses incurred in such capacity. 

3. The terms and conditions of the Interim Compensation Order shall not be modified 

by this Order, except that: concurrently with the filing of each Monthly Fee Statement, each Interim 

Fee Application, and each final fee application (“Final Fee Application” and collectively with 

Monthly Fee Statements and Interim Fee Statements, the “Applications,” and each an 

“Application”), the professional filing such Application (“Applicant”) shall send to the Fee 

Examiner by electronic mail the Application and all supporting documents, in a format or formats 

set forth in any protocol promulgated by the Fee Examiner (“Protocol”). The Application shall 

contain the fee detail containing the time entries and the expense detail (the “Fee Detail”) in a 

searchable electronic format specified in any Protocol (such as Ledes). An Applicant need not send 

the Fee Examiner the Fee Detail for any Interim Fee Application or Final Fee Application if such 

Applicant has previously submitted all of the Fee Detail relevant to such Interim Fee Application 

Request or Final Fee Application to the Fee Examiner in an acceptable electronic format, whether 

in conjunction with the relevant Monthly Fee Application or otherwise. If any Applicant cannot 

reasonably convert its Fee Detail to one of the electronic formats specified in the Protocol, the Fee 

Examiner will work with such Applicant to find an appropriate electronic format..

 

3

To the extent any professionals employed pursuant to the OCP Order are required to file formal fee applications with 

this Court pursuant to the terms of the OCP Order, the fees and expenses of such professional set forth in such formal 

fee application shall be reviewed by the Fee Examiner as set forth herein.

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4. All previously filed Applications and related Fee Details shall be provided to the Fee 

Examiner by each Retained Professional within 21 days of entry of this Order. All previously filed 

Applications, all future Applications, and all other documents, notices, or pleadings required to be 

sent to or served upon any Notice Party under the Interim Compensation Order on and after the date 

hereof, shall be served upon the Fee Examiner at the following address: Bruce A. Markell, 541 N. 

Fairbanks Ct., Ste 2200, Chicago, IL 60611-3710; email: bamexampge@gmail.com.

5. The Interim Compensation Order is hereby modified to permit the Fee Examiner to 

have the status of a professional who may object to Applications. In accordance with the Interim 

Compensation Order, upon the expiration of the Objection Deadline, each professional (including 

the Fee Examiner) shall be permitted to file a certificate of no objection with this Court after which 

the Debtors are authorized to pay each professional an amount equal to the 80% of the fees and 

100% of the expenses requested in the Monthly Fee Application that are not subject to an objection 

pursuant to the procedures set forth in the Interim Compensation Order, including an informal 

objection or inquiry by the Fee Examiner.

6. The Fee Examiner shall:

a. establish, subject to court review and approval, a Protocol, which shall contain 

procedures for the submission and consideration of monthly invoices, Interim Fee 

Applications, and Final Fee Applications filed by each Applicant in these Chapter 

11 Cases;

b. review Monthly Invoices, Interim Fee Applications and Final Fee Applications 

filed by each Applicant in these Chapter 11 Cases (along with the Fee Detail 

related thereto), and to the extent possible, the Fee Examiner shall avoid 

duplicative review;

c. during the course of his review of an Application, consult, as he deems 

appropriate, with each Applicant concerning such Application;

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d. during the course of his review of an Application, review, to the extent 

appropriate, any relevant documents filed in these Chapter 11 Cases to be 

generally familiar with these Chapter 11 Cases and the dockets;4

e. within twenty-one (21) days after an Applicant files an Interim Fee Application 

or Final Fee Application, serve an initial report (the “Initial Report”) on the 

Applicant designed to quantify and present factual data relevant to whether the 

requested fees, disbursements, and expenses are in compliance with the 

applicable standards of sections 328, 329, 330, and 331 of the Bankruptcy Code, 

Rule 2016 of the Bankruptcy Rules, and whether the Applicant (if required) has 

made a reasonable effort to comply with the U.S. Trustee's requests for 

information and additional disclosures as set forth in the 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 

as of November 1, 2013 (the “U.S. Trustee Guidelines”); 

f. during the period between service of the Initial Report and filing of the Final 

Report (as defined below), engage in written communication with each 

Applicant, the objective of which is to resolve matters raised in the Initial Report 

and endeavor to reach consensual resolution with each Applicant with respect to 

that Applicant's requested fees and expenses. The Fee Examiner may also use 

the resolution process to revise findings contained in the Initial Report. Each 

Applicant may provide the Fee Examiner with written supplemental information 

that the Applicant believes is relevant to the Initial Report;

g. following communications between the Fee Examiner and the Applicant and the 

Fee Examiner's review of any supplemental information provided by such 

Applicant in response to the Initial Report, conclude the informal resolution 

period by filing with this Court a report with respect to each Application (the 

“Final Report”) within fourteen (14) days after the service of the Initial Report. 

The Final Report shall be in a format designed to quantify and present factual 

data relevant to whether the requested fees and expenses of each Applicant are in 

compliance with the applicable standards of section 330 of the Bankruptcy Code 

and Rule 2016 of the Bankruptcy Rules, and whether the Applicant has made a 

good faith reasonable effort to comply with the U.S. Trustee Guidelines. ; and

 

4

The Fee Examiner shall be deemed to have filed a request for notice of papers filed in these cases pursuant to 

Bankruptcy Rule 2002, and the Fee Examiner shall be served with all such papers.

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h. serve each Final Report on counsel for the Debtors, counsel for the Committees, 

the U.S. Trustee, and each Applicant whose fees and expenses are addressed in 

the Final Report.

7. An Applicant subject to a Final Report may (i) file with this Court a response (“Final 

Response”) to such Final Report no later than twenty-one (21) days after the Fee Examiner’s service 

of a Final Report and request a ruling with respect to any fees and/or expenses to which an objection 

was made (the “Incremental Amount”) at the next interim fee hearing or the final fee hearing or, in 

the alternative, (ii) defer filing the Final Response and request a ruling at any subsequent fee hearing, 

so as to allow continuing discussions with the Fee Examiner. Any Final Response shall be served 

upon those parties served with the Final Report and the Fee Examiner.

8. The Fee Examiner, the Applicants, and the Debtors shall use best efforts to have the 

undisputed portion of Applications allowed by this Court and paid as soon as reasonably practicable, 

even if the Incremental Amount remains disputed and subject to the procedures set forth above.

9. An Interim Fee Application or Final Fee Application shall not be considered by this 

Court prior to review by the Fee Examiner and the submission to this Court of a Final Report specific 

to such Application, unless the Fee Examiner has expressly stated that such hearing should go 

forward without the Final Report being filed. If applicable, hearings on the Applications shall be 

scheduled by this Court in consultation with the Debtors’ counsel after the filing of the applicable 

Final Reports by the Fee Examiner.

10. Any of the periods set forth above may be extended with the consent of the Fee 

Examiner, the applicable Applicant, and Debtors’ counsel. Should an Applicant fail to meet one or 

more deadlines set forth herein for the review of an Application and, in the reasonable discretion of 

the Fee Examiner, the Applicant’s failure to meet these deadlines does not allow sufficient time for 

the review process to be completed, such Application shall be heard at a subsequent hearing date. 

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Nothing herein shall be construed or interpreted to require the filing of Final Reports on all 

Applications prior to any Application and the Final Report specific thereto being considered by this 

Court, and the delay or adjournment of consideration of an Application shall not affect the timing of 

hearings on the Applications of other Applicants. 

11. The Fee Examiner is authorized to notice, defend, or appear in any appeal regarding

an Application and to conduct and respond to discovery in connection with any Application, 

including making himself available for deposition and cross-examination by the Debtors, the 

Committees, the U.S. Trustee, and other interested parties consistent with Rule 706 of the Federal 

Rules of Evidence.

12. The Fee Examiner may retain attorneys and other professionals, assistants, or

consultants to the extent he deems it necessary to discharge his duties. The Fee Examiner's retention 

of professionals shall be subject to Court approval under standards equivalent to 11 U.S.C. § 327.

13. If a Retained Professional or its client provides privileged or work product 

information to the Fee Examiner and identifies the confidential nature of such information to the Fee 

Examiner, the Fee Examiner shall treat such information as confidential. The disclosure of such 

information to the Fee Examiner shall not be deemed to be a waiver by the disclosing party of any 

applicable work product, attorney client, or other privilege.

14. The fees and expenses of the Fee Examiner according to the structure set forth in the 

Fee Examiner’s declaration is approved and shall be subject to application and review pursuant to 

section 330 of the Bankruptcy Code, Bankruptcy Rule 2016, the United States Bankruptcy Court 

Northern District of California Guidelines for Compensation and Expense Reimbursement of 

Professionals and Trustees, the U.S. Trustee Guidelines, and the Interim Compensation Order, and 

shall be paid from the Debtors’ estates as an administrative expense under section 503(b)(2) of the 

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Bankruptcy Code. The fees paid to the Fee Examiner for his services shall be determined and 

charged in accordance with sections 327-331 of the Bankruptcy Code and shall not include any 

success fees. Further, the Fee Examiner’s expenses shall be subject to the information detail 

requirements set forth in Bankruptcy Rule 2016.

15. Counsel for the Debtors shall promptly serve a copy of this Order, in accordance with 

the Local Rules on (i) the U.S. Trustee, (ii) counsel for the Committees, (iii) the Fee Examiner, (iv) 

counsel for the legal representative for future personal injury claimants, and (v) each Retained 

Professional, other than ordinary course professionals, employed by the Debtors or the Committees

in these Chapter 11 Cases pursuant to section 327 of the Bankruptcy Code.

16. The Fee Examiner, as an officer of the court, and those employed or paid by him with 

respect to this appointment shall have the maximum immunity permitted by law from civil actions 

for all acts taken or omitted in the performance of his duties. 

17. Nothing in this Order shall alter or impair the right of the U.S. Trustee or any party 

in interest to object to Applications subject to this Order. Nothing in this Order shall alter or modify 

prior orders governing the retention of professionals. 

18. The Debtors and the Fee Examiner are authorized to take any and all actions 

necessary to implement and effectuate the terms of this Order.

19. The terms and conditions of this Order shall be immediately effective and enforceable 

upon its entry.

20. In the event a chapter 11 trustee is appointed in these cases, such appointment will 

not terminate or otherwise modify the duties and responsibilities of the Fee Examiner. The Fee 

Examiner’s appointment shall only be terminated or otherwise modified by entry of an Order of the 

Court.

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21. This Court shall retain jurisdiction over all matters arising from or related to the 

interpretation and implementation of this Order. Notwithstanding any provisions of this Order to 

the contrary, this Court shall retain the ultimate authority to determine whether fees and expenses 

requested are necessary and reasonable under section 330 of the Bankruptcy Code.

**END OF ORDER**

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