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CALIFORNIA PUBLIC UTILITIES COMMISSION

Arocles Aguilar (SBN 94753)

Geoffrey Dryvynsyde (SBN 139884) 

Candace Morey (SBN 233081)

505 Van Ness Avenue

San Francisco, California 94102

Telephone: (415) 703-2015

Facsimile: (415) 703-2262

Email: arocles.aguilar@cpuc.ca.gov

geoffrey.dryvynsyde@cpuc.ca.gov 

candace.morey@cpuc.ca.gov

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

Alan W. Kornberg 

Brian S. Hermann (pro hac vice)

Walter Rieman (SBN 139365)

Sean A. Mitchell (pro hac vice)

1285 Avenue of the Americas

New York, New York 10019-6064

Telephone: (212) 373-3000

Facsimile: (212) 757-3990

Email: akornberg@paulweiss.com 

bhermann@paulweiss.com 

wrieman@paulweiss.com 

smitchell@paulweiss.com 

Attorneys for the California Public Utilities Commission

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)

RESERVATION OF RIGHTS BY 

CALIFORNIA PUBLIC UTILITIES 

COMMISSION REGARDING (A)

DEBTORS’ MOTION SEEKING 

APPROVAL OF RSA AND (B) THE 

AMENDED PLAN

Hearing

Date: Tuesday, December 17, 2019

Time: 10:00 a.m. (PT)

Re: Docket Nos. 5038 and 5101

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# 5121 Filed: 12/16/19 Entered: 12/16/19 10:11:12 Page 1 of

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The California Public Utilities Commission (the “Commission”), by and through its 

undersigned counsel, hereby files this reservation of rights (the “Reservation of Rights”) regarding 

the (a) Debtors’ Motion Pursuant to 11 U.S.C. §§ 363(b) and 105(a) and Fed. R. Bankr. P. 6004 

and 9019 for Entry of an Order (i) Authorizing the Debtors and TCC to Enter Into Restructuring 

Support Agreement with the TCC, Consenting Fire Claimant Professionals, and Shareholder 

Proponents, and (ii) Granting Related Relief [Docket No. 5038] (the “RSA Motion”)1 and 

(b) Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated 

December 12, 2019 [Docket No. 5101] (the “Amended Plan”). In support of this Reservation of 

Rights, the Commission respectfully states as follows: 

1. The Commission does not intend to second-guess the Debtors’ business 

judgment in entering into the Tort Claimants RSA nor oppose the settlement embodied therein. 

Promptly and fairly addressing the billions of dollars of individual claimants’ prepetition wildfire 

claims is a moral imperative; the harm caused by, and the tragic losses that Californians suffered 

in, the wildfires in the fall of 2017 and 2018 is devastatingly apparent to all. And the Commission 

is cognizant of the immense challenges in formulating a plan of reorganization that ensures (i) the 

fair and prompt resolution of the Debtors’ wildfire-related liabilities, (ii) responsible corporate 

governance and executive compensation that prioritizes a vigilant safety culture and the State’s 

climate goals, (iii) a sustainable post-effective capital structure and (iv) rate neutrality as well as 

the least possible burden on the Utility’s ratepayers. Furthermore, the June 30, 2020 statutory 

deadline established by Assembly Bill 1054 (Stats. 2019, ch. 79) relating to the Utility’s eligibility 

to participate in the wildfire fund imposes a short time for the Bankruptcy Court and the 

Commission—each exercising its separate, respective authority—to review and approve a plan of 

reorganization and related documents that resolve the Utility’s chapter 11 case.

2

 Accordingly, 

given that time is of the essence, the Commission is raising its concerns about the Amended Plan

1 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the RSA Motion

or the Amended Plan, as applicable.

2 Cal. Pub. Util. Code § 3292(b)(1)(A)–(E).

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at this juncture and expressly reserving its right to raise at the appropriate time confirmation issues, 

including issues raised by parties in the Bankruptcy OII (as defined below) and by Governor Gavin 

Newsom in his letter dated December 13, 2019.

3

2. The Commission is the state agency charged by Article 12 of the 

Constitution of California with regulating the Utility. As the California Supreme Court has 

explained, the Commission’s “authority derives not only from statute but from the California 

Constitution, which creates the agency and expressly gives it the power to fix rates for public 

utilities.”4 Accordingly, the California Constitution and Public Utilities Code confer board 

authority on the Commission. These powers include the authority to impose monetary fines, to

fashion equitable remedies and to do all things which are “necessary and convenient” in the 

supervision and regulation of public utilities.

5

 The Commission regularly institutes formal 

investigatory proceedings with respect to utilities in discharging its regulatory authority.6 

3. Currently, the Utility is subject to five investigatory proceedings before the 

Commission (each, an “OII”) relating to the Utility’s prepetition business activities and safety 

practices.7 Additionally, the Utility is the defendant in a separate prepetition proceeding pending 

before the Commission (together with the pending OIIs, the “Pending Proceedings”).8 Without 

3 The Commission has issued an order instituting investigation to afford parties the opportunity to be heard in the 

Commission’s regulatory review of proposed plans of reorganization for the Utility, any proposed settlement 

regarding these chapter 11 cases between the Utility and Commission staff filed in connection with a plan, any 

approvals required pursuant to Public Utilities Code Section 3992 for the Utility to be eligible to participate in 

the wildfire fund, and other matters that may need to be decided by the Commission in connection with a plan 

(such proceeding, the “Bankruptcy OII”). See Order Instituting Investigation, I.19-09-016, 2019 WL 5079246 

(Sept. 26, 2019). The Commission’s rate-setting proceedings (including the Bankruptcy OII) are independent 

from, and apply different standards than those applied in proceedings before the Bankruptcy Court. Accordingly, 

this Reservation of Rights relates solely to confirmation issues that may arise before the Bankruptcy Court and in 

no way affects matters pending before the Commission.

4 Southern California Edison Co. v. Peevy, 31 Cal. 4th 781, 792 (2003).

5 Cal. Pub. Util. Code § 701.

6 Cal. Code Regs. Tit. 20, § 5.1.

7 See Proof of Claim No. 70367 (filed on October 18, 2019) at ¶¶ 5–8.

8 See id.

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prejudging future Commission action, actions taken in the Pending Proceedings may include, for 

example, (i) the imposition of monetary fines and penalties, (ii) directing the Utility to take certain 

actions or make certain expenditures designed to improve the Utility’s safety practices and service 

provided to California ratepayers, (iii) ordering other equitable remedies to address any underlying 

violations, or (iv) relief agreed upon by the parties to the Pending Proceedings. 

4. Pursuant to the Amended Plan, all Fire Victim Claims—which include any 

Claim against the Debtors “in any way arising out of” the Fires for fines and penalties—are 

channeled to the Fire Victim Trust.9 It is unclear if the Amended Plan classifies and channels

Commission claims (including claims, if any, resulting from certain of the Pending Proceedings) 

in the same manner as the Fire Victim Claims. If it does, such provisions would not only 

potentially dilute the effects of the Commission’s exercise of its regulatory authority but also the 

amount of recoveries available to wildfire victims. Accordingly, the Commission reserves its right 

to object to such classification and treatment at the appropriate time.

5. This Reservation of Rights is without prejudice to the Commission’s rights 

and immunities under the Eleventh Amendment to the United States Constitution and related 

principles of sovereign immunity.

[Signatures on Next Page]

9 Amended Plan, Art. I § 1.74.

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DATED: December 16, 2019

CALIFORNIA PUBLIC UTILITIES COMMISSION

Arocles Aguilar (SBN 94753)

Geoffrey Dryvynsyde (SBN 139884)

Candace Morey (SBN 233081)

505 Van Ness Avenue

San Francisco, California 94102

Telephone: (415) 703-2015

Facsimile: (415) 703-2262

Email: arocles.aguilar@cpuc.ca.gov

geoffrey.dryvynsyde@cpuc.ca.gov

candace.morey@cpuc.ca.gov

-andPAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

By: /s/ Alan W. Kornberg_______

Alan W. Kornberg

Brian S. Hermann (pro hac vice)

Walter Rieman (SBN 139365)

Sean A. Mitchell (pro hac vice)

1285 Avenue of the Americas

New York, New York 10019-6064

Telephone: (212) 373-3000

Facsimile: (212) 757-3990

Email: akornberg@paulweiss.com

bhermann@paulweiss.com

wrieman@paulweiss.com

smitchell@paulweiss.com

Attorneys for the California Public

Utilities Commission 

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