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Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

JOSHUA HILL JR. (SBN 250842) 

jhill@mofo.com 

CHRISTINE Y. WONG (SBN 284026) 

christinewong@mofo.com 

MORRISON & FOERSTER LLP 

425 Market Street 

San Francisco, CA 94105 

Tel: (415) 268-7000 

Fax: (415) 268-7522 

Special Regulatory Counsel 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) 

SUPPLEMENTAL DECLARATION OF 

JOSHUA HILL JR. IN SUPPORT OF 

SUPPLEMENTAL APPLICATION OF 

DEBTORS PURSUANT TO 11 U.S.C. § 

327(E) AND FED. R. BANKR. P. 2014(A)

AND 2016 FOR AN ORDER AMENDING 

THE SCOPE OF THE RETENTION OF 

MORRISON & FOERSTER LLP AS 

SPECIAL REGULATORY COUNSEL 

FOR THE DEBTORS EFFECTIVE AS OF 

THE PETITION DATE 

[No Hearing Requested]

Case: 19-30088 Doc# 4948 Filed: 12/02/19 Entered: 12/02/19 20:19:17 Page 1 of

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Morrison & Foerster LLP 

425 Market Street 

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I, Joshua Hill, Jr., pursuant to 28 U.S.C. § 1746, to the best of my knowledge and belief, 

and after reasonable inquiry, declare as follows: 

I am a partner in the law firm of Morrison & Foerster LLP (“Morrison & Foerster” or the 

“Firm”), with offices at 425 Market Street, San Francisco, CA 94105, among other locations, and 

I am duly authorized to make this declaration (the “Declaration”) on behalf of Morrison & 

Foerster. I am an attorney duly admitted and in good standing to practice before the Courts of the 

States of California, New York, and Texas; the United States District Courts for the Eastern District 

of New York and the Northern District of California; and the United States Court of Appeals for 

the Ninth Circuit. There are no disciplinary proceedings pending against me. 

This Declaration is submitted pursuant to section 327(e) 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”) and the Local Bankruptcy Rules of the United States 

Bankruptcy Court for the Northern District of California (the “Local Bankruptcy Rules”) in 

support of the Supplemental Application of Debtors Pursuant to 11 U.S.C. § 327(e) and Fed. R. 

Bankr. P. 2014(a) and 2016 for an Order Amending the Scope of the Retention of Morrison & 

Foerster LLP as Special Regulatory Counsel for the Debtors Effective as of the Petition Date (the 

“Application”),1

 filed contemporaneously herewith. 

SERVICES TO BE PROVIDED 

Morrison & Foerster is a global law firm employing more than 1,000 attorneys across 17 

offices world-wide. Since early 2018, Morrison & Foerster has served as regulatory defense 

counsel to the Debtors, and has provided the Debtors with legal advice concerning certain ongoing 

governmental investigations (collectively, the “Special Counsel Matters”), including the 

California Public Utility Commission’s investigation into the Debtors’ involvement with recent 

wildfires in Northern California. The Special Counsel Matters are described in greater detail in the 

Declaration of Joshua Hill, Jr. in Support of Application of Debtors Pursuant to 11 U.S.C. § 327(e) 

1

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

to them in the Application. 

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Morrison & Foerster LLP 

425 Market Street 

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and Fed. R. Bank. P. 2014(a) and 2016 for Authority to Retain and Employ Morrison & Foerster 

LLP as Special Regulatory Counsel for the Debtors Effective as of the Petition Date [Docket No. 

2194] (the “Initial Hill Declaration”). I hereby incorporate by reference the Initial Hill 

Declaration as if its contents were set forth fully herein.

As described in the Initial Hill Declaration, the Debtors’ post-petition retention of Morrison 

& Foerster is governed by a prepetition engagement letter and Master Services Agreement 

(together, the “Engagement Letter”), attached to the Initial Hill Declaration as Exhibit A. In 

addition to providing services related to the Special Counsel Matters, the Engagement Letter also 

contemplates that, from time to time, Morrison & Foerster may also advise—and historically has 

advised—the Debtors with respect to certain capital markets, corporate governance, and executive 

compensation matters as well. 

In addition to the Special Counsel Matters, the Debtors have requested that Morrison & 

Foerster provide services pursuant to the Engagement Letter that are outside of the scope of the 

Initial Retention Order (collectively, the “Supplemental Matters”). The Supplemental Matters 

include, but are not limited to, the following: 

a. preparing memoranda analyzing compensation, corporate, and labor

law considerations relating to the PG&E Corp. and Utility Executive

Incentive Compensation Recruitment Policy;

b. formulating strategy and providing general legal advice with respect

to executive compensation policies;

c. advising the Debtors with respect to regulatory disclosures, corporate

governance issues, and the Debtors’ corporate form; and

d. performing all other necessary legal services in connection with the

foregoing; provided, however, that to the extent Morrison & Foerster

determines that such services fall outside of the scope of services

historically or generally performed by Morrison & Foerster as special

regulatory counsel, Morrison & Foerster will file a supplemental

declaration.

The professionals who will be primarily responsible for this engagement regularly 

advise clients with respect to regulatory compliance, management compensation, and corporate 

governance. 

Case: 19-30088 Doc# 4948 Filed: 12/02/19 Entered: 12/02/19 20:19:17 Page 3 of

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Morrison & Foerster LLP 

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PROFESSIONAL COMPENSATION 

As set forth in the Initial Hill Declaration, the ranges of Morrison & Foerster’s standard 

hourly rates are as follows: 

a. the hourly rates for partners range from $925 per hour to $1,500 per

hour, based upon a variety of factors, including seniority, distinction,

and expertise in one’s field;

b. the hourly rates for “of counsel” and “senior of counsel” range from

$750 per hour to $1,380 per hour;

c. the hourly rates for attorneys and associates range from $510 per hour

to $850 per hour; and

d. the hourly rates for paraprofessionals range from $255 per hour to

$460 per hour.

In connection with the competitive RFP process through which Morrison & Foerster was 

selected to represent the Debtors, the Debtors negotiated certain billing rate and volume discounts 

from the standard rates set forth above, as reflected in the Engagement Letter. Morrison & 

Foerster’s hourly rates are subject to periodic adjustments to reflect economic and other conditions. 

Any such adjustments will be reflected in Morrison & Foerster’s fee requests. There are no 

alternative fee arrangements from customary billing. Further, no professional varies his or her rate 

based on geographic location. 

It is Morrison & Foerster’s policy to charge its clients in all areas of practice for out-ofpocket expenses incurred in connection with the client’s case. The expenses charged to clients 

include, among other things, mail and express mail, special or hand delivery, outgoing facsimiles, 

photocopying, scanning and/or printing, computer assisted research (which shall not be more than 

the actual cost incurred by Morrison & Foerster in performing such research), travel, “working 

meals,” transcription, as well as non-ordinary overhead expenses such as secretarial and other 

overtime. Morrison & Foerster will charge for these expenses in a manner and at rates consistent 

with charges made generally to its other clients. 

DISINTERESTEDNESS AND DISCLOSURE OF CONNECTIONS 

In order to ascertain Morrison & Foerster’s “connections,” as that term is used in 

Bankruptcy Rule 2014, with the Debtors, the Debtors’ creditors, and other parties-in-interest in 

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Morrison & Foerster LLP 

425 Market Street 

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these Chapter 11 Cases, the Firm’s New Business Department, under the supervision of Morrison 

& Foerster attorneys, conducted an internal search to identify any “connections” with any creditors 

and parties-in-interest as of the Petition Date based on a list provided to Morrison & Foerster by 

the Debtors’ lead bankruptcy counsel (collectively, the “Interested Parties”). This internal inquiry 

regarding the Interested Parties was performed by Morrison and Foerster’s New Business 

Department using Morrison & Foerster’s conflict database to determine if Morrison & Foerster 

currently represents or formerly represented any of the Interested Parties within the past two years. 

Attached as Schedule 1 to the Initial Hill Declaration is a list of the categories of Interested Parties 

that Morrison & Foerster has searched to date. 

Morrison & Foerster searched the names of the Interested Parties in a computer system 

containing the names of current and former clients of Morrison & Foerster. This search revealed 

that certain Interested Parties are or may be current clients of Morrison & Foerster, or may have 

been former clients of Morrison & Foerster within the past two years, as identified on the list 

attached to the Initial Hill Declaration as Schedule 2. 

Based on the results of this search, and through direct inquiries with Morrison & Foerster 

attorneys as necessary, it was determined that the representation of the Interested Parties disclosed 

on Schedule 2 to the Initial Hill Declaration hereto concerned matters unrelated to the Special 

Counsel Matters, the Supplemental Matters, or the Chapter 11 Cases (except as otherwise disclosed 

in the Initial Hill Declaration). 

The status of entities identified as Interested Parties by the Debtors may have changed or 

could change during the pendency of the Chapter 11 Cases without Morrison & Foerster’s 

knowledge. Morrison & Foerster will periodically review its files during the pendency of these 

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If 

any new or relevant facts or relationships are discovered or arise, Morrison & Foerster will use 

reasonable efforts to identify such further developments and will promptly file a supplemental 

declaration, as required by Bankruptcy Rule 2014(a). 

Morrison & Foerster will not represent the Debtors in any adversary proceeding, contested 

matters, or other litigation against any current client of Morrison & Foerster without obtaining 

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Morrison & Foerster LLP 

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waivers where necessary or appropriate. Morrison & Foerster will notify the United States Trustee 

of any waivers it receives during the pendency of the Debtors’ bankruptcy cases. If any matters 

arise with respect to which Morrison & Foerster cannot obtain a necessary waiver, the Debtors will 

utilize other counsel to represent the interests and act on behalf of the Debtors. 

STATEMENT REGARDING U.S. TRUSTEE GUIDELINES 

Morrison & Foerster intends to apply for compensation for professional services rendered 

in connection with these Chapter 11 cases subject to the approval of this Court and in compliance 

with applicable provisions of the Bankruptcy Code, Federal and Local Bankruptcy Rules, and 

Orders of the Court entered in these cases concerning compensation of professionals, on an hourly 

basis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm. 

Morrison & Foerster has not been paid any retainer against which to bill fees and expenses. 

The following is provided in response to the request for additional information set forth in 

¶ D.1 of 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 (the “Revised 

Guidelines”): 

Question: Did you agree to any variations from, or alternatives to, your standard or 

customary billing arrangements for this engagement? 

Response: As part of the competitive RFP process through which Morrison & 

Foerster was selected to represent the Debtors, the Debtors negotiated 

billing rate and volume discounts from the Firm’s standard hourly rates, 

as reflected in the Engagement Letter. 

Question: Do any of the professionals included in this engagement vary their rate 

based on the geographic location of the bankruptcy case? 

Response: No. 

Question: If you represented the client in the twelve (12) months prepetition, 

disclose your billing rates and material financial terms for the prepetition 

engagement, including any adjustments during the 12 months prepetition. 

If your billing rates and material financial terms have changed 

postpetition, explain the difference and the reasons for the difference. 

Response: Morrison & Foerster represented the Debtors for approximately 12 

months prior to the Petition Date. Morrison & Foerster’s customary 

billing rates at the beginning of the engagement were $725 to $1,400 for 

partners and counsel, $460 to $835 for associates, and $230 to $440 for 

paraprofessionals. In January 2019, Morrison & Foerster adjusted its 

standard billing rates for attorneys and paralegals in the ordinary course. 

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Morrison & Foerster LLP 

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Morrison & Foerster’s billing rates have not changed since the Petition 

Date. 

Question: Has your client approved your prospective budget and staffing plan, and, 

if so, for what budget period? 

Response: Morrison & Foerster is developing a budget and staffing plan for these 

Chapter 11 Cases. 

Morrison & Foerster intends to make a reasonable effort to comply with the U.S. Trustee's 

requests for information and additional disclosures as set forth in the Appendix B of the Revised 

Guidelines, both in connection with the Application and the interim and final fee application to be 

filed by Morrison & Foerster in these Chapter 11 Cases. 

No promises have been received by Morrison & Foerster nor any partner, counsel, or 

associate thereof as to compensation in connection with this case other than in accordance with the 

provisions of the Bankruptcy Code. 

No agreement exists, nor will any be made, to share any compensation received by Morrison 

& Foerster for its services with any other person or firm. 

Morrison & Foerster will abide by the terms of any administrative order establishing 

procedures for professional compensation and reimbursement entered in these cases. 

I hereby declare under the penalty of perjury that the foregoing is true and correct. 

Executed on December 2, 2019 /s/ Joshua Hill, Jr. 

Joshua Hill, Jr. 

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