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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@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 

Proposed Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and - 

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER AUTHORIZING DEBTORS 

PURSUANT TO 11 U.S.C. § 327(a) AND 

FED. R. BANKR. P. 2014(a) AND 2016 TO 

RETAIN AND EMPLOY KELLER & 

BENVENUTTI LLP AS CO-COUNSEL FOR 

THE DEBTORS NUNC PRO TUNC TO THE 

PETITION DATE 

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)

Signed and Filed: April 9, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 10, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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Upon the Application, dated February 6, 2019 (the “Application”),1 of PG&E Corporation 

(“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in 

possession (collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the 

“Chapter 11 Cases”), pursuant to section 327(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), for authority to retain and employ Keller & Benvenutti LLP (the “Firm”) as attorneys for the 

Debtors, effective as of the Petition Date, under a general retainer, all as more fully set forth in the 

Application; and this Court having jurisdiction to consider the Application and the relief requested 

therein pursuant to 28 U.S.C. §§ 157 and 1334, and the Order Referring Bankruptcy Cases and 

Proceedings to Bankruptcy Judges, General Order 24 and Rule 5011-1(a) of the Bankruptcy Local 

Rules for the United States District Court for the Northern District of California (the “Bankruptcy 

Local Rules”); and consideration of the Application and the requested relief being a core proceeding 

pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 

1408 and 1409; and due and proper notice of the Application having been provided to the parties listed 

therein, and it appearing that no other or further notice need be provided; and this Court having 

reviewed the Application, the Loduca Declaration, and the Keller Declaration; and a hearing having 

been noticed to consider the relief requested in the Application (the “Hearing”); and upon the record of 

the Hearing (if any was held) and all of the proceedings had before the Court; and this Court having 

found and determined that the relief sought in the Application is in the best interests of the Debtors, 

their estates, creditors, shareholders, and all parties in interest; and that the legal and factual bases set 

forth in the Application establish just cause for the relief granted herein; and after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as provided herein. 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Application. 

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2. The Debtors are authorized, pursuant to section 327(a) of the Bankruptcy Code and 

Bankruptcy Rules 2014 and 2016, to retain and employ the Firm as their attorneys in these Chapter 11 

Cases under a general retainer, in accordance with the Firm’s normal hourly rates and disbursements 

policies, all as contemplated by Application, effective as of the Petition Date. 

3. The Firm is authorized to render the following professional services: 

 a. appear in Court on behalf of the Debtors; 

b. provide legal advice regarding the Debtors’ rights and obligations as 

debtors in possession and regarding local rules, practices, and 

procedures; 

c. act to protect and preserve the Debtors’ estates through the 

prosecution of actions on the Debtors’ behalf, defense of actions 

commenced against the Debtors, negotiation of disputes in which the 

Debtors are involved, and preparation of objections to claims filed 

against the Debtors’ estates; 

d. prepare on behalf of the Debtors any necessary applications, motions, 

answers, orders, reports, and other legal papers; 

e. provide traditional services of local co-counsel including, without 

limitation: monitoring the docket for filings and coordinating with 

co-counsel in pending matters that need response; preparing agenda 

letters, certificates of no objection, certifications of counsel, and 

notices of fee applications and hearings; preparing hearing binders of 

documents and pleadings; and preparing documents and pleadings 

for hearings; 

f. handle inquiries and calls from creditors and counsel to interested 

parties regarding pending matters and the general status of the 

Chapter 11 Cases, and, to the extent required, coordinating with cocounsel on any necessary responses; 

g. act as primary counsel in the event that debtor’s lead bankruptcy 

counsel has a disabling conflict, believes it would be more efficient, 

or otherwise desires the Firm to act in such capacity in discrete 

matters; and 

h. provide additional support to the Debtors and to co-counsel, as 

requested. 

4. The Firm shall be compensated in accordance with, and will file, interim and final fee 

applications for allowance of its compensation and expenses and shall be subject to sections 330 and 

331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the Fee Guidelines, 

and any further order of the Court. 

5. The Firm shall be reimbursed for reasonable and necessary expenses as provided by the 

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Fee Guidelines. 

6. The Firm shall use its best efforts to avoid any duplication of services provided by any 

of the Debtors’ other retained professionals in these Chapter 11 Cases. 

7. Notice of the Application as provided therein shall be deemed good and sufficient 

notice of the Application. 

8. The Firm shall provide reasonable notice to the Debtors and the U.S. Trustee of any 

increase of the Firm’s hourly rates as set forth in the Keller Declaration. 

9. For the avoidance of doubt, the Firm shall not withdraw from representation of the 

Debtors in these Chapter 11 Cases absent Court approval. 

10. To the extent the Application is inconsistent with this Order, the terms of the Order 

shall govern. 

11. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Order. 

** END OF ORDER ** 

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