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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) 

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) 

DECLARATION OF NORA MEAD 

BROWNELL IN SUPPORT OF THE MOTION 

PURSUANT TO 11 U.S.C. § 363 

AUTHORIZING DEBTORS TO PAY THE 

FEES AND EXPENSES OF SIMPSON 

THACHER & BARTLETT LLP AS COUNSEL 

TO THE INDEPENDENT DIRECTORS OF 

PG&E CORP. (AS MODIFIED AS DESCRIBED 

IN THE SUPPLEMENTAL STB 

DECLARATION OF MICHAEL H. TORKIN, 

DATED MAY 1, 2019)1

Re: Dkt. No. 1182 

Date: May 9, 2019 

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

Place: United States Bankruptcy Court, 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102

Objection Deadline: May 2, 2019, at 4:00 p.m. 

(Pacific Time)

 

1

 As described in the Supplemental Declaration of Michael H. Torkin, Simpson Thacher & Bartlett 

LLP is seeking authorization pursuant to 11 U.S.C. § 327(e) for the Board Representation (as 

defined therein) and pursuant to 11 U.S.C. § 363 for the Independent Director Representation (as 

defined therein). 

Case: 19-30088 Doc# 1803 Filed: 05/01/19 Entered: 05/01/19 18:39:49 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Pursuant to 28 U.SC. § 1746, I, Nora Mead Brownell, hereby submit this declaration (the 

“Brownell Declaration”) under penalty of perjury: 

 I am a duly-appointed director of PG&E Corporation (“PG&E Corp.”) and Pacific Gas and 

Electric Company (the “Utility”), the debtors and debtors in possession (collectively, “PG&E” or the 

“Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) and am Chair of the 

Board of Directors of PG&E Corp. I submit this Declaration in support of the above-captioned 

debtors’ (the “Debtors”) Motion Pursuant to 11 U.S.C. § 363 Authorizing Debtors to Pay the Fees 

and Expenses of Simpson Thacher & Bartlett LLP as Counsel to the Independent Directors of PG&E 

Corp. (as modified as described in the Supplemental Declaration of Michael H. Torkin, dated May 1, 

2019, the “Motion”) 2. The Motion, as modified, seeks authorization to pay the reasonable fees and 

expenses of Simpson Thacher as counsel to the Board of Directors (the “Board”) of each of PG&E 

Corporation and Pacific Gas and Electric Company, as the Board may be constituted from time to 

time, and as counsel to the members of the Board from time to time in their capacities as members of 

the Board under section 327(e) of the Bankruptcy Code.3 Except as otherwise noted, I have personal 

knowledge of the matters set forth herein, information gathered from my review of relevant 

documents, and information supplied to me by other members of the Board and the Board’s advisors. 

SPECIFIC DISCLOSURES 

The Board seeks to retain Simpson Thacher for services, including (i) matters related to 

corporate governance, and (ii) other related matters. 

The Board determined to retain Simpson Thacher because Simpson Thacher had been 

representing the Independent Directors on a range of matters for more than a year before the Petition 

Date, including regulatory, litigation, and shareholder-related issues. The Board now seeks to retain 

Simpson Thacher as counsel to the newly-constituted Board because of Simpson Thacher’s 

familiarity with the Debtors, expertise in representing the boards of public companies and general 

 

2

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

the Motion. 

3

 The Motion as modified also seeks authorization to pay the reasonable fees and expenses of 

Simpson Thacher as counsel to certain current and former independent directors in their individual 

capacities who serve or served as independent directors prior to and/or as of the Filing Date (each 

an “Independent Director” and collectively, the “Independent Directors”). 

Case: 19-30088 Doc# 1803 Filed: 05/01/19 Entered: 05/01/19 18:39:49 Page 2 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

corporate expertise. 

 In selecting Simpson Thacher, the Board reviewed Simpson Thacher’s hourly rates, and 

determined they are comparable to the rates of outside law firms with whom the members of the 

Board have had prior experience. In light of this comparison, the Board has determined that Simpson 

Thacher’s current hourly rates are reasonable. Simpson Thacher has also informed the Board that its 

current hourly rates are Simpson Thacher’s standard hourly rates for work of this nature. 

 I, along with the Debtors’ General Counsel, am also responsible for reviewing the invoices 

regularly submitted by Simpson Thacher, and can confirm that the rates Simpson Thacher described 

in the Motion with respect to services for the Independent Directors are the same as the rates Simpson 

Thacher will charge the Board, subject to periodic annual adjustments. 

The services to the Board will be provided on the basis of specific assignments. Accordingly, 

there is not a budget established at this point, but Simpson Thacher will be charging its customary 

hourly rates. If the Board asks Simpson Thacher to perform any other transactionally-based 

assignments related to a plan of reorganization, Simpson Thacher and the Board will develop a budget 

at the appropriate time. In addition, if the Debtors ask Simpson Thacher to provide a monthly forecast 

for services to be provided to the Board, it is my understanding that Simpson Thacher will do so. In 

accordance with the U.S. Trustee Guidelines, any budget or forecast that is provided may be amended 

as necessary to reflect changed expectations or unanticipated developments. 

The Board further recognizes that it is its responsibility to closely monitor the billing practices 

of its counsel to ensure the fees and expenses paid by the estates remain consistent with the Board’s 

expectations and the exigencies of these Chapter 11 Cases. The Board will continue to review the 

invoices that Simpson Thacher regularly submits. 

[Signature page on next page] 

Case: 19-30088 Doc# 1803 Filed: 05/01/19 Entered: 05/01/19 18:39:49 Page 3 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct to the best of my knowledge, information and belief. 

Dated: May 1, 2019 

Respectfully submitted 

By: /s/ 

Name: Nora Mead Brownell 

Title: Chair of the Board, PG&E Corporation and 

Director, Pacific Gas and Electric Company 

Case: 19-30088 Doc# 1803 Filed: 05/01/19 Entered: 05/01/19 18:39:49 Page 4 of

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