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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 

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) 

MOTION TO FILE REDACTED 

DOCUMENTS IN SUPPORT OF 

SUPPLEMENTAL APPLICATION 

PURSUANT TO 11 U.S.C. §§ 327(a) AND 

328(a) AND FED. R. BANKR. P. 2014(a) AND 

2016 FOR AUTHORITY TO RETAIN AND 

EMPLOY PRICEWATERHOUSECOOPERS 

LLP AS MANAGEMENT, TAX, AND 

ADVISORY CONSULTANTS TO THE 

DEBTORS NUNC PRO TUNC TO PETITION 

DATE 

[No Hearing Requested] 

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# 4603 Filed: 11/07/19 Entered: 11/07/19 19:37:07 Page 1 of

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

PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors 

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

(the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”), pursuant to sections 105(a) 

and 107(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 9018 of the Federal 

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 1001-2(a) of the Bankruptcy 

Local Rules for the United States District Court for the Northern District of California (the 

“Bankruptcy Local Rules”) and the New District Wide Procedures for Electronically Filing 

Sealed and Redacted Documents adopted by the United States Bankruptcy Court for the Northern 

District of California (the “Local Procedures”), for entry of an order (i) authorizing the Debtors to 

file, with certain limited redactions, the Supplemental MSA Contracts (as described below) related 

to the Supplemental Application Pursuant to 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. 

P. 2014(a) and 2016 for Authority to Retain and Employ PricewaterhouseCoopers LLP as 

Management, Tax, and Advisory Consultants to the Debtors Nunc Pro Tunc to Petition Date (the 

“Application”),1 filed contemporaneously herewith, and (ii) directing that the unredacted copies 

provided to the Court of the Supplemental MSA Contracts shall remain under seal and confidential 

and not be made available to anyone without the consent of the Debtors and the other parties to the 

Supplemental MSA Contracts or further order from the Court. 

In support of the Motion, the Debtors submit the Declaration of Elizabeth Collier 

(the “Collier Declaration”), filed contemporaneously herewith. A proposed form of order granting 

the relief requested herein is being uploaded concurrently herewith in accordance with the Local 

Procedures (the “Proposed Order”). 

1

 Capitalized terms used but not defined in this Motion shall have the meaning used in Application. 

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, 

the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. 

Cal.), and Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 28 U.S.C. § 157(b). 

Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 

of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases. 

The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, the 

U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants Committee” 

and, together with the Creditors Committee, the “Committees”). 

Additional information regarding the circumstances leading to the commencement of the 

Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set forth in 

the Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related Relief

[Docket No. 263] (the “Wells Declaration”). 

III. THE MSA & ENGAGEMENT LETTERS 

Pursuant to the engagement agreements annexed as exhibits to the Declaration of Daniel 

Bowman, (the “Bowman Declaration”), filed in support of the Application (the “Supplemental MSA 

Contracts”), PwC will continue to provide management, tax, and advisory services to the Debtors, to 

the extent expressly required by and as more particularly described in the applicable designated 

agreements. Certain of the descriptions of the various services to be provided by PwC to the Debtors 

under the Supplemental MSA Contracts include confidential and sensitive information relating to, 

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among other things, legal advice and litigation strategies that are protected by the attorney-client 

privilege and work product doctrine. Accordingly, the following Exhibits have been redacted on the 

bases set forth below: 

Exhibits 1-A, 1-B, and 1-C:

2 North Bay Services. These Engagement Agreements 

describe work to be performed at the direction of counsel. The scope of work includes 

detail that reflects the considered advice and recommendations of counsel on corporate 

incident reporting processes, including operations and legal support activities, in 

preparation for and in connection with ongoing litigation. The redactions include 

information subject to the attorney–client privilege and attorney work product doctrine. 

Exhibits 1-D, 1-E, and 1-F: Camp Fire Services. These Engagement Agreements 

describe work to be performed at the direction of counsel. The scope of work includes 

detail that reflects the considered advice and recommendations of counsel on corporate 

incident reporting processes, including operations and legal support activities, in 

preparation for and in connection with ongoing litigation. The redactions include 

information subject to the attorney–client privilege and attorney work product doctrine. 

Exhibits 1-H and 1-I: E-Discovery Services. These Engagement Agreements describe 

work to be performed at the direction of counsel. The scope of work includes detail that 

reflects the considered advice and recommendations of counsel on forensic collection of 

data from electronic devices in preparation for and in connection with ongoing 

litigation. The redactions include information subject to the attorney–client privilege and 

attorney work product doctrine. 

Exhibit 1-M and 1-N: Legal Observation Support Services. This Engagement 

Agreement describes work to be performed at the direction of counsel regarding PG&E’s 

engagement with the eDiscovery vendor supporting wildfire investigations and claims. 

The redactions include information subject to the attorney–client privilege and attorney 

work product doctrine.

IV. BASIS FOR RELIEF REQUESTED 

Section 105(a) of the Bankruptcy Code empowers the Court to “issue any order . . . that 

is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Section 107(b) 

further provides: 

On request of a party in interest, the bankruptcy court shall, and on the bankruptcy 

court’s own motion, the bankruptcy court may— 

(1) Protect any entity with respect to a trade secret or confidential research, 

development, or commercial information. 

11 U.S.C. § 107(b) (emphasis added). Some courts have emphasized, parsing the language of 107(b) 

(namely, the word “shall”), that once the court determines that the information the moving party seeks 

2

 Exhibit references are to exhibits to the Bowman Declaration. 

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to protect falls within one of the categories enumerated in 107(b), it “has no discretion to deny” the 

protection sought. Video Software Dealers Ass’n v. Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994). 

Also, section 107(b) expressly authorizes the court to grant protection, where warranted, to the 

confidential commercial information of “any entity.” 11. U.S.C. § 107(b). 

The Bankruptcy Rules similarly authorize the Court to “make any order which justice 

requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, 

development, or commercial information.” Fed. R. Bankr. P. 9018. Courts have found that information 

protected by the attorney-client communications privilege or the attorney work product doctrine are 

subject to filing under seal, either on the basis that a lawyer’s work product is one type of “confidential 

research” that falls within the plain language of the protection of section 107 and Rule 9018, see, e.g.,

In re 50-Off Stores, 213 B.R. 646, 655 (Bankr. W.D. Tex. 1997); or because “the public interest in 

preserving the attorney client privilege ordinarily outweighs the presumption of access to judicial 

documents.” In re Fibermark, Inc., 330 B.R. 480, 494 (Bankr. D. Vt. 2005) (quotation omitted).

The Court in these Chapter 11 Cases has authorized the filing under seal of sensitive 

commercial information, including for contracts with PwC in its original retention application. See Dkt. 

No. 1919 (authorizing filing of redacted copies of certain agreements with PwC); see also Dkt. Nos. 286 

(authorizing filing under seal of DIP Financing Fee Letters) and 1241 (authorizing filing redacted 

contracts with Quanta Energy Services). Here, the information to be redacted is more than just 

commercially sensitive; it is confidential and subject to attorney–client privilege and the attorney work 

product doctrine. Correspondence, bills, ledgers, statements, and time records which reveal the motive 

of the client in seeking representation, litigation strategy, or the specific nature of the services provided, 

such as researching particular areas of law, may fall within the attorney–client privilege or the work 

product doctrine. See, e.g., In re Chan, 2018 Bankr. LEXIS 4120, *2 (Bankr. N.D. Cal. Dec. 20, 2018) 

(citing Clark v. American Commerce Nat’l Bank, 974 F.2d 127, 129 (9th Cir. 1992)).

Finally, Local Procedures require that a request for seal be narrowly tailored to sealable 

materials. New District Wide Procedures For Electronically Filing Sealed and Redacted Documents. 

The Debtors and their professionals have undertaken to redact only material they believe to be protected 

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by the attorney–client privilege and/or the attorney work product doctrine, and will follow the Court’s 

procedures to provide unredacted copies to the Court, filed under seal, so the Court may conduct its own 

review of the privileged materials in camera. See In re Las Vegas Monorail Co., 458 B.R. 553, 559 

(Bankr. D. Nev. 2011) (privileged information redacted from professionals’ fee application could be 

filed under seal so bankruptcy court could uphold its duty to review fees). 

Because the Supplemental MSA Contracts contain privileged and confidential 

information that is subject to attorney–client privilege and/or the attorney work product doctrine, the 

Debtors request that the filing of redacted copies be authorized by the Court. 

V. NOTICE 

Notice of this Motion will be provided to (i) the Office of the United States Trustee for 

Region 17 (Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to Tort Claimants Committee; (iv) the Securities and Exchange Commission; 

(v) the Internal Revenue Service; (vi) the Office of the California Attorney General; (vii) the California 

Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal Energy 

Regulatory Commission; (x) the Office of the United States Attorney for the Northern District of 

California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; (xii) 

PwC; and (xiii) those persons who have formally appeared in these Chapter 11 Cases and requested 

service pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is 

required. 

No previous request for the relief sought herein has been made by the Debtors to this or 

any other court. 

WHEREFORE the Debtors respectfully request entry of an order granting the relief 

requested herein and such other and further relief as the Court may deem just and appropriate. 

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

Dated: November 7, 2019 

 WEIL, GOTSHAL & MANGES LLP

 KELLER & BENVENUTTI LLP

/s/ Thomas B. Rupp 

 Thomas B. Rupp 

Attorneys for Debtors and Debtors in Possession

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