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Exhibit C

Securities Claims Merits Litigation Procedures — Part I 

 

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The following procedures (the “Securities Claims Merits Litigation Procedures — Part I”) 

have been adopted and approved by Order of the Bankruptcy Court, dated [], 2023 [Dkt. No. []] (the 

“Sixth Motion to Extend Order”), in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) 

of PG&E Corporation (“HoldCo”) and Pacific Gas and Electric Company (the “Utility”), as debtors and 

reorganized debtors (collectively, the “Debtors,” or as reorganized pursuant to the Plan, the 

“Reorganized Debtors”). 

I. THE SECURITIES CLAIMS MERITS LITIGATION PROCEDURES 

The Securities Claims Merits Litigation Procedures – Part I are designed to be an initial first step 

in facilitating the orderly litigation and resolution of the Subordinated Securities Claims that remain 

unresolved after the Offer Procedures and Securities Mediation Procedures (as defined in the Court’s 

Order Approving Securities ADR and Related Procedures for Resolving Subordinated Securities Claims

[Dkt. No. 10015]) (“Securities Procedures”), of the Securities Procedures have been exhausted.1 The 

Bankruptcy Court approved the Securities Claims Merits Litigation Procedures — Part I in order to 

provide a simple and expedient way for Subordinated Securities Claimants to have a full and fair 

opportunity to assert or adopt a complaint setting forth the legal and factual basis of their claims 

necessary to begin the process of adjudicating them on the merits, to the extent necessary. 

A. The Pleading Notice 

Within the first sixty (60) days of the additional extension period provided by the Sixth Motion 

to Extend Order, or no later than August 21, 2023, the Reorganized Debtors shall send to each 

Subordinated Securities Claimant a notice (the “Pleading Notice”) that will require Subordinated 

Securities Claimants to provide the factual and legal basis for their unresolved Subordinated Securities 

Claims. Subordinated Securities Claimants who receive a Pleading Notice will be able to elect to (a) 

provide the basis of their claims in a complaint or similar disclosure that sets forth the specific causes of 

action being asserted against the Debtors and the facts which support those causes of action, including 

 

1

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

Procedures. 

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but not limited to all of the elements of their claims and consistent with the applicable heightened 

pleading standard for fraud, if applicable; or (b) avoid the cost and expense of drafting and submitting 

their own complaint or similar pleading by affirmatively adopting the PERA Complaint as their own.2 

To promote efficiency, the Pleading Notice will inform Subordinated Securities Claimants that 

by electing to adopt the PERA Complaint, they will be subject to any motions, objections, or filings 

made by the Reorganized Debtors relating to the PERA Complaint, regardless of the claimant who makes 

or opposes the motion, objection, or filing. The Pleading Notice will further provide that any 

Subordinated Securities Claimant who adopts the PERA Complaint will be bound by any determination 

by the Bankruptcy Court of the law or facts with respect to the resolution of any merits issues relating to 

the PERA Complaint. The Pleading Notice will inform the Subordinated Securities Claimants that failure 

to respond to the Pleading Notice will likely result in a motion by the Reorganized Debtors to disallow 

and expunge their claims on the basis that such claims do not meet the pleading standard required to 

properly plead or otherwise assert such claims. 

Subordinated Securities Claimants shall be required to respond to the Pleading Notice within 

forty (40) days of the mailing of the Pleading Notice by either submitting a complaint or similar 

disclosure setting forth the legal and factual basis for their claims, or adopting the PERA Complaint, as 

described above. 

B. Status Report 

 By October 13, 2023 (within 115 days of the beginning of the extension period provided for in 

the Extension Order), the Reorganized Debtors will file with the Bankruptcy Court a status report 

updating the Court with respect to (a) the status of the resolutions of Subordinated Securities Claims; 

including the number of Subordinated Securities Claims resolved by settlements or otherwise; the 

number of individual claimants or groups of claimants holding Subordinated Securities Claims that 

 

2

 The PERA Complaint is the third amended complaint filed by the Public Employees Retirement 

Association of New Mexico (“PERA”) in In re PG&E Corp. Securities Litigation, No. 5:18-cv-03509-

EJD (N.D. Cal.) (the “Securities Litigation”) at Dkt. No. 121. 

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remain unresolved, the number of Abbreviated and Standard Mediations that have been commenced; the 

number of Abbreviated and Standard Mediations that have resulted in Subordinated Securities Claims 

being resolved; and the number of Abbreviated and Standard Mediations that have been terminated by 

the Mediators and thereby have been unsuccessful; (b) the number of individual claimants or groups of 

claimants holding Subordinated Securities Claims who chose to file a separate pleading or disclosure 

setting forth the basis for their Subordinated Securities Claims, and (c) the number of individual 

claimants or groups of claimants that chose to adopt the PERA Complaint 

C. Motions 

By November 7, 2023 (within 140 days of the beginning of the extension period provided for in 

the Extension Order), the Reorganized Debtors will make two motions: 

(1) A substantive motion to dismiss directed at the PERA Complaint similar to the motions to 

dismiss the PERA Complaint filed by the Directors, Officers, and Underwriters in the Securities 

Litigation; and 

(2) A motion to dismiss the claims of any claimant who fails to timely respond to the Pleading 

Notice. 

D. Complaints or Similar Disclosures Filed by Securities Claimants of Unresolved Claims 

After reviewing all pleadings received from Subordinated Securities Claimants who have 

unresolved Subordinated Securities Claims and, contemporaneous with any further extension of the 

objection deadline beyond that provided for in the Sixth Motion to Extend Order, the Reorganized 

Debtors will propose procedures to resolve these Subordinated Securities Claims (which remain 

unresolved) in an efficient and coordinated manner. 

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