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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

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

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) 

STATEMENT OF JANET LODUCA IN 

CONNECTION WITH CERTAIN FEE 

AND EXPENSE ISSUES RELATED TO 

CHAPTER 11 CASES OF 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). 

Case: 19-30088 Doc# 4474 Filed: 10/24/19 Entered: 10/24/19 17:53:30 Page 1 of

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I am the Senior Vice President and General Counsel of PG&E Corporation (“PG&E Corp.”). 

In my current role, I am responsible for overseeing outside counsel management and monitoring and 

managing legal fees and expenses for both PG&E Corp. and Pacific Gas and Electric Company 

(collectively, “PG&E” or the “Debtors”). This Statement is provided on behalf of the Debtors in 

response to the Court’s request at the October 7, 2019 hearing (the “Hearing”) for a statement from 

one of the Debtors’ senior officers regarding the Debtors’ position on certain fee and expense-related 

matters. (Oct. 7, 2018 Hr’g Tr. 49:23-50:15.) Except as otherwise indicated herein, the facts set 

forth in this Statement are based upon my personal knowledge, information provided to me by the 

Debtors’ employees or advisors, or my opinion based upon my knowledge and experience as Senior 

Vice President and General Counsel. I am authorized to submit this Statement on behalf of the 

Debtors. 

As Senior Vice President and General Counsel, I oversee the management of legal fees and 

expenses incurred by the Debtors’ outside counsel. In connection with my oversight and 

management of the Debtors’ legal fees and expenses, I have reviewed and considered the proposed 

Fee Examiner Protocol (Dkt. No. 3762) and the Retained Professionals’ Joint Response to the Motion 

to Approve Fee Procedures and Fee Examiner Protocol (Dkt. No. 4065). 

I understand that as a result of the meet and confer process ordered by the Court at the hearing, 

the Retained Professionals (from the Debtors, the TCC and the UCC) have agreed upon a revised 

form of Fee Examiner Protocol (as so revised, the “Protocol”) with the Fee Examiner and the U.S. 

Trustee’s Office (“UST”) that resolves all the parties’ issues with respect to the Protocol, other than 

the issue of non-working travel. On that issue and certain additional issues raised by the UST in its 

Response to Motion to Approve Fee Procedures and Comments Regarding First Interim Fee 

Applications (Dkt. No. 4025), I state my position as follows. 

Non-Working Travel Time 

I expect that all professionals being compensated by the Debtors’ estates will make all 

reasonable efforts to minimize the amount of non-working travel time, but given the extensive travel 

time required in these large and complex chapter 11 cases, I believe compensation at 50% of the 

Case: 19-30088 Doc# 4474 Filed: 10/24/19 Entered: 10/24/19 17:53:30 Page 2 of

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professional’s ordinary rates is appropriate. I understand that this is the approach taken in other 

jurisdictions (Texas, Delaware) in large chapter 11 cases, and it seems to me a reasonable approach 

to take in this case. I understand that the Northern District of California fee and expense guidelines 

provide generally that airplane travel time is not compensable, but in cases where significant airplane 

travel time is expected (such as the PG&E chapter 11 cases) specific guidelines should be obtained 

for that case. I would support a guideline setting a 50% rate, but I understand the Court is considering 

the issue in light of its own experience and Court-specific practices. 

Non-Admitted Attorneys 

I agree with the Court’s statement at the Hearing that new lawyers who have not yet been 

admitted to the bar provide valuable services that are compensable. I disagree with the UST’s 

position in its response that these lawyers should be charged at paralegal rates. I appreciate the 

Court’s “bright line” statement at the Hearing, (Oct. 7, 2019 Hr’g Tr. at 13:15-14:5, 34:5-35:8), and 

believe that for those firms whose practice is to charge unadmitted first year associates at the same 

rate as admitted first year associates, those practices should be changed for purposes of these Chapter 

11 Cases to implement an appropriate downward adjustment to the rates of the unadmitted lawyers 

working on the case. I have conveyed this view to the Debtors’ Principal Outside Counsel and they 

are in agreement. 

Internal Team Meetings 

Given the complexity of these Chapter 11 Cases and related matters, the Debtors recognize 

that occasional large, internal team meetings are necessary to promote efficient use of resources and 

positional consistency across such matters. However, attendance at internal team meetings should 

be reasonably limited to the number of attorneys that are necessary for the topics or projects being 

discussed. To the extent a particular firm being compensated by the Debtors’ estates determines that 

a large number of attendees need to be present at an internal meeting, such firm should only bill the 

Debtors for a reasonable number of attendees or reasonable categories of attendees (e,g, lawyers who 

have been practicing for six or more years, given their significant roles in completing and managing 

projects). 

Case: 19-30088 Doc# 4474 Filed: 10/24/19 Entered: 10/24/19 17:53:30 Page 3 of

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Attendance At Court Hearings 

From the outset of these Chapter 11 Cases, I have made it clear to the Debtors’ Principal 

Outside Counsel that the number of attendees at court hearings should be reasonably limited (in light 

of the circumstances and the issues being addressed at the particular hearing). To date, I have been 

satisfied with these firms’ approach to the issue (and would not hesitate to raise the issue with them 

if that were not the case). To the extent other firms have an excessive number of billers at hearings, 

I agree with the UST that going forward that practice should be modified. 

Other 

I expect that all professionals retained by the Debtors or whose fees and expenses are paid 

by the Debtors’ estates will ensure that all requested fees and expenses are reasonable and 

correspond with necessary or beneficial services rendered on behalf of the Debtors and their estates.

 * * * 

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

inquiry, the foregoing is true and correct. 

Dated: October 24, 2019 

By: /s/ Janet Loduca 

 Janet Loduca 

Case: 19-30088 Doc# 4474 Filed: 10/24/19 Entered: 10/24/19 17:53:30 Page 4 of

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