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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) 

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

MUNGER, TOLLES & OLSON LLP

Fred A. Rowley, Jr. (#192298)

(fred.rowley@mto.com)

Mark R. Yohalem (#243596)

(mark.yohalem@mto.com)

350 South Grand Ave

Los Angeles, CA 90071-3426

Tel: 213 683 9100

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Case No. 19-30088 (DM)

Chapter 11

(Lead Case) (Jointly Administered)

DEBTORS’ STATEMENT OF ISSUES, 

DESIGNATION OF ITEMS TO BE INCLUDED 

IN THE RECORD ON APPEAL, AND 

CERTIFICATION REGARDING 

Debtors. TRANSCRIPTS

 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# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 1 of

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NOTICE IS HEREBY GIVEN that PG&E Corporation (“PG&E Corp.”) and 

Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession (together, 

“Debtors” or “Appellants”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), 

hereby provide, pursuant to Rule 8009 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), the following statement of issues, designation of the items to be included 

in the record, and certificate regarding transcripts in connection with Appellant’s Notice of Appeal 

[Docket No. 5156] (the “Notice of Appeal”). As set forth in the Notice of Appeal, Appellants 

appeal from the Order on Applicability of Inverse Condemnation; Rule 54(b) Certification entered 

on December 3, 2019 [Docket No. 4949] (the “Order”) and the related Memorandum Decision on 

Inverse Condemnation entered on November 27, 2019 [Docket No. 4895] (the “Memorandum”). 

In light of the stay of the underlying estimation proceedings before the District Court, the Debtors 

intend to seek an order staying the appeal and are filing this statement to preserve their appellate 

rights. 

STATEMENT OF ISSUE ON APPEAL

The Order and Memorandum raise at least the following legal issue: 

1. Did the United States Bankruptcy Court for the Northern District of California err 

in finding that inverse condemnation applies to the Debtors under California State 

Law?

2. Did the United States Bankruptcy Court for the Northern District of California err 

in finding that inverse condemnation applies to the Debtors notwithstanding the 

Debtors’ argument that application of inverse condemnation to the Debtors violates 

the Takings Clause of the Fifth Amendment of the United States Constitution and 

the Debtors’ substantive due process rights under the United States Constitution?

DESIGNATION OF RECORD ON APPEAL

Appellants hereby designate the following items to be included in the record on appeal, 

which includes all exhibits and addenda attached thereto and filed therewith and all documents 

incorporated by reference therein:

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 2 of

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Item Filing Date Docket No.1

Motion for the Establishment of Wildfire Claims Estimation 

Procedures July 18, 2019 3091

Declaration of Kevin J. Orsini in Support of Debtors’

Motion for the Establishment of Wildfire Claims Estimation 

Procedures

July 18, 2019 3092

Objection of the City and County of San Francisco to 

Debtors’ Motion Pursuant to 11 USC Sections 105(a) and 

502(c) for Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3412

Sonoma Clean Power Authority’s Reservation of Rights and 

Statement Concerning: (a) Ad Hoc Noteholders Motion to 

Limit Exclusive Period; (b) Ad Hoc Subrogation Group 

Motion to Limit Exclusive Period; (c) Tort Claimants 

Committee Motion for Relief from Stay Regarding the 

Tubbs Fire; (d) Ad Hoc Subrogation Group Motion for 

Relief from Stay Regarding the Tubbs Fire; (e) Debtors 

Motion to Establish Wildfire Claims Estimation Procedures

August 7, 2019 3415

Ad Hoc Committee of Senior Unsecured Noteholders’ Joinder and Response to the Debtors’ Motion Pursuant to 11 

U.S.C. §§ 105(a) and 502(c) for the Establishment of 

Wildfire Claims Estimation Procedures and Response to the 

Court’s Questions Raised at the July 24, 2019 Hearing

August 7, 2019 3418

Ad Hoc Group of Subrogation Claim Holders’ Objection to 

Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3419

Declaration of Benjamin P. McCallen in Support of Ad Hoc 

Group of Subrogation Claim Holders’ Objection to Debtors’

Motion Pursuant to 11 U.S.C. §§ 105(a) and 502(c) for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3419-1

Response of the California State Agencies to Debtors’

Motion Pursuant to 11 U.S.C. §§105(a) and 502(c) for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3421

Response of the United States of America to Debtors’

Motion Pursuant to 11 U.S.C. 105(a) and 502(c) for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3424

 1 Unless otherwise indicated, all references herein to “Docket No.” shall be to the docket maintained 

in the Chapter 11 Cases.

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 3 of

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Item Filing Date Docket No.1

Objection and Joinder to the Ad Hoc Group of Subrogation 

Claim Holders’ Objection to Debtors’ Motion Pursuant to 

11 U.S.C. §§ 105(a) and 502(c) for the Establishment of 

Wildfire Claims Estimation Procedures filed by Interested 

Party State Farm Mutual Automobile Insurance Company

August 7, 2019 3426

Statement of The Official Committee of Unsecured 

Creditors in Support of Debtors’ Motion for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3429

Statement of Certain PG&E Shareholders in Support of 

Debtors’ Motion for the Establishment of Wildfire Claims 

Estimation Procedures

August 7, 2019 3430

Opposition of The Official Committee of Tort Claimants to 

the Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3431

Declaration of Thomas R. Kreller in Support of the 

Statement of The Official Committee of Unsecured 

Creditors in Support of Debtors’ Motion for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3434

Declaration of Michael A. Kelly in Support of the 

Opposition of the Official Committee of Tort Claimants to 

the Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3436

Objection To Debtors Motion Pursuant To 11 U.S.C. §§ 

105(A) And 502(C) For The Establishment Of Wildfire 

Claims Estimation Procedures

August 7, 2019 3437

Declaration of Roger K. Pitman, M.D. in Support of the 

Objection of The Official Committee of Tort Claimants to 

the Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3440

Ex Parte Application of The Official Committee of Tort 

Claimants Pursuant to B.L.R. 9013-1(c) for Entry of an 

Order Authorizing Oversize Briefing for Opposition to the 

Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3443

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 4 of

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Item Filing Date Docket No.1

Declaration of Lauren T. Attard in Support of Ex Parte 

Application of the Official Committee of Tort Claimants 

Pursuant to B.L.R. 9013-1(c) for Entry of an Order 

Authorizing Oversize Briefing for Opposition to the 

Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 7, 2019 3445

Errata Sheet Regarding Opposition of The Official 

Committee of Tort Claimants to the Debtors’ Motion 

Pursuant to 11 U.S.C. §§ 105(a) and 502(c) for the 

Establishment of Wildfire Claims Estimation Procedures

August 7, 2019 3448

Opposition to Debtors’ Motion Pursuant to 11 U.S.C 105(a) 

and 502(c) For the Establishment of Wildfire Claims 

Estimation Procedures Filed by Creditor SLF Fire Victim 

Claimants

August 7, 2019 3451

Ex Parte Application for Order Pursuant to L.B.R. 9013- 1(c) Authorizing Oversize Briefing for Debtors’ Omnibus 

Reply in Further Support of the Debtors’ Motion Pursuant 

to 11 U.S.C. §§ 105(a) and 502(c) for the Establishment of 

Wildfire Claims Estimation Procedures

August 9, 2019 3496

Debtors’ Omnibus Reply in Support of Motion for the

Establishment of Wildfire Claims Estimation Procedures August 11, 2019 3498

Supplemental Declaration of Kevin J. Orsini in Support of 

Debtors’ Omnibus Reply in Support of Motion for the 

Establishment of Wildfire Claims Estimation Procedures

August 11, 2019 3499

Order Pursuant to L.B.R. 9013-1(c) Authorizing Oversize 

Briefing for Debtors’ Omnibus Reply in Further Support of 

the Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 

502(c) for the Establishment of Wildfire Claims Estimation 

Procedures

August 12, 2019 3511

Order Regarding Further Hearings on Estimation Motion 

and Other Case Scheduling Matters August 20, 2019 3619

Brief Re: Estimation Process Pursuant to 11 U.S.C. Sections 

105(a) and 502(c) for the Establishment of Wildfire Claims 

Estimation Procedures Filed by Creditor SLF Fire Victim 

Claimants

August 20, 2019 3631

Statement of the Official Committee of Tort Claimants 

Regarding August 27, 2019 Status Conference on 

Estimation

August 23, 2019 3672

Statement of the Debtors in Advance of the August 27, 

2019 Status Conference on Estimation August 25, 2019 3687

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 5 of

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Item Filing Date Docket No.1

Status Conference Statement Filed by Interested Party Ad 

Hoc Group of Subrogation Claim Holders August 26, 2019 3690

Joinder in Statement of the Ad Hoc Group of Subrogation 

Claim Holders Regarding August 27. 2019 Status 

Conference on Estimation Filed by Interested Party The 

Baupost Group, LLC

August 26, 2019 3696

Joinder To Statement Of The Official Committee Of Tort 

Claimants Regarding August 27, 2019 Status Conference 

On Estimation Filed by Creditors David Herndon et al.

August 26, 2019 3698

Letter to Judge Montali Regarding Inverse Condemnation 

Briefing October 22, 2019 4398

Joint Brief/Memorandum in Support of Position of Debtors 

and the Official Committee of Unsecured Creditors and 

Supplemental Statement of the PG&E Shareholders 

Concerning the Applicability of Inverse Condemnation

October 25, 2019 4485

Declaration of Kevin J. Orsini in Support of Joint 

Brief/Memorandum in Support of Position of Debtors and 

the Official Committee of Unsecured Creditors and 

Supplemental Statement of the PG&E Shareholders 

Concerning the Applicability of Inverse Condemnation

October 25, 2019 4486

Order Establishing Pre-Confirmation Briefing and Hearing 

Schedule for Certain Legal Issues October 31, 2019 4540

Memorandum of Points and Authorities in Support of 

Opposition to Debtors Motion re Inverse Condemnation

Filed by Certain Fire Victim Creditors

November 15, 2019 4768

Declaration of Dario De Ghetaldi in Support of Opposition 

to Debtors Motion re Inverse Condemnation November 15, 2019 4769

Response Brief of the Official Committee of Tort Claimants 

Concerning the Applicability of Inverse Condemnation 

[Dkt. No. 4485]

November 15, 2019 4773

Declaration of David B. Rivkin in Support of Response 

Brief of the Official Committee of Tort Claimants 

Concerning the Applicability of Inverse Condemnation

November 15, 2019 4775

Joinder In The Response Brief Of The Official Committee 

Of Tort Claimants Concerning The Applicability Of Inverse 

Condemnation Filed by the Ad Hoc Group of Subrogation 

Claim Holders

November 15, 2019 4780

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 6 of

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Item Filing Date Docket No.1

Partial Joinder of the City and County of San Francisco to 

the Reply Brief of the Official Committee of Tort Claimants 

Concerning the Applicability of Inverse Condemnation

November 15, 2019 4781

DOCKET TEXT ORDER (no separate order issued:) At the 

hearing on November 19, 2019, counsel for Debtors, the 

OCC and the PG&E Shareholders (see Dkt. No. 4485, at fn. 

18) should explain why West v. American Tel. & Tel. Co., 

311 U.S. 223 (1940), cited several times by the TCC but not 

at all by any of them, is not dispositive as to how this court 

MUST rule on the present question presented. Further, they 

need to identify just what specific markers or indicators (not 

simply arguments in these and other similar briefs filed in 

other proceedings) this court should look to in order to 

predict that the California Supreme Court would reverse the 

current case law applying inverse condemnation law to 

IOUs such as Debtors (Dkt. No 4485, at 3:13-14). (Montali, 

Dennis)

November 17, 2019 N/A

Memorandum Decision on Inverse Condemnation November 27, 2019 4895

Order on Applicability of Inverse Condemnation; Rule 

54(b) Certification December 3, 2019 4949

Memorandum Regarding Certification for Direct Appeal to 

Court of Appeals December 3, 2019 4953

Certification for Direct Appeal to Court of Appeals December 3, 2019 4954

Amended Memorandum Regarding Certification for Direct 

Appeal to Court of Appeals December 3, 2019 4965

Amended Certification for Direct Appeal to Court of 

Appeals December 3, 2019 4967

Hearing Transcripts Filing Date Docket No.

Transcript of July 24, 2019 Hearing July 25, 2019 3188

Transcript of August 14, 2019 Hearing August 15, 2019 3563

Transcript of August 27, 2019 Hearing August 28, 2019 3738

Transcript of the October 23, 2019 Hearing October 24, 2019 4467

Transcript of the November 19, 2019 Hearing November 20, 2019 4819

Appellants reserve the right to designate additional items for inclusion in the record and/or 

restate issues presented on appeal.

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 7 of

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CERTIFICATION REGARDING TRANSCRIPTS

Appellants certify pursuant to Bankruptcy Rule 8009(b)(1) that they are not 

ordering any transcripts. All transcripts have been prepared, are filed on the docket, and have 

been designated in the record.

Dated: December 31, 2019 CRAVATH, SWAINE & MOORE LLP

WEIL, GOTSHAL & MANGES LLP

MUNGER, TOLLES & OLSON LLP

KELLER & BENVENUTTI LLP

By: /s/Kevin J. Orsini

Kevin J. Orsini

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 5240 Filed: 12/31/19 Entered: 12/31/19 12:37:21 Page 8 of

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