1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

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 to 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 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# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 1 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

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”), hereby submit this Supplemental 

Application (the “Supplemental Application”), 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”), for entry of an order amending the scope of the 

Debtors’ retention of Morrison & Foerster LLP (“Morrison & Foerster” or the “Firm”) as special 

regulatory counsel to the Debtors effective as of the Petition Date (as defined below). 

In support of this Supplemental Application, the Debtors submit the Supplemental 

Declaration of Joshua Hill Jr., a member of the Firm (the “Supplemental Hill Declaration”), filed 

concurrently herewith. A proposed form of order approving the retention and employment of 

Morrison & Foerster is annexed hereto as Exhibit A (the “Proposed Order”). 

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 2 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

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 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”). 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 AND INITIAL RETENTION OF MORRISON & FOERSTER

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”). 

On May 22, 2019, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. 

§ 327(e) and Fed. R. Bankr. 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. 2193] (the “Initial Application”). The Initial Application sought the entry of an order

authorizing the Debtors to retain Morrison & Foerster as special regulatory counsel in connection 

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 3 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

with certain ongoing investigations by the Safety and Enforcement Division of the CPUC 

(collectively, the “Special Counsel Matters”). 

On June 12, 2019, the Court entered an order approving the retention of Morrison & 

Foerster to advise the Debtors with respect to the Special Counsel Matters. See Docket No. 2502 

(the “Initial Retention Order”). 

As described in greater detail in the Declaration of Joshua Hill, Jr. in Support of Application 

of Debtors Pursuant to 11 U.S.C. § 327(a) 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,” and along with 

the Supplemental Hill Declaration, the “Hill Declarations”), the Debtors’ post-petition retention 

of Morrison & Foerster is governed by a prepetition engagement letter and related 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. 

Morrison & Foerster has determined that certain of the services it has provided to the 

Debtors are—although within the scope of the Engagement Letter—beyond the scope of the Special 

Counsel Matters. Further, and subsequent to the entry of the Initial Retention Order, the Debtors 

have requested that Morrison & Foerster provide certain additional services outside of the scope of 

the Special Counsel Matters. The Debtors submit this Supplemental Application for entry of an 

order authorizing the Debtors to retain Morrison & Foerster to provide such supplemental services. 

III. SCOPE OF SUPPLEMENTAL RETENTION

Subject to further order of this Court, it is proposed that Morrison & Foerster be employed

pursuant to the Engagement Letter to render the following professional services (the 

“Supplemental Matters”): 

a. preparing memoranda analyzing compensation, corporate, and labor

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

Incentive Compensation Recruitment Policy;

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 4 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

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, 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.

It is necessary for the Debtors to employ attorneys to render the forgoing services. Morrison 

& Foerster has stated its desire and willingness to act in these cases and render these services as 

attorneys for the Debtors, and provided similar services pursuant to the Engagement Letter prior to 

the Petition Date. Therefore, the Debtors seek to expand the scope of Morrison & Foerster’s 

retention. 

IV. NO DUPLICATION OF SERVICES

In addition to this Application, the Debtors have retained: (i) Weil Gotshal & Manges LLP,

as lead bankruptcy counsel, (ii) Keller & Benvenutti LLP, as co-bankruptcy counsel, (iii) Cravath, 

Swaine & Moore LLP, as corporate counsel (“Cravath”), (iv) Munger, Tolles & Olson LLP, as 

regulatory counsel, (v) Lazard Frères & Co. LLC, as investment banker, (vi) AP Services, LLP, to 

provide a chief restructuring officer, deputy chief restructuring officer, and other personnel, (vii) 

Prime Clerk, LLC, as claims and noticing agent, and (viii) Groom Law Group, Chartered 

(“Groom”), as special employee benefits counsel. The Debtors may also file applications to 

employ additional professionals. Rather than resulting in any extra expense to the Debtors’ estates, 

it is anticipated that the efficient coordination of efforts of the Debtors’ attorneys and other 

professionals will greatly add to the progress and effective administration of these Chapter 11 

Cases. 

As described in the Hill Declarations, Morrison & Foerster will only advise the Debtors 

with respect to the Special Counsel Matters and the Supplemental Matters. The scope of Morrison 

& Foerster’s engagement with respect to the Special Counsel Matters is described in detail in the 

Initial Hill Declaration. Further, the management compensation matters and other Supplemental 

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 5 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

Matters for which Morrison & Foerster has been retained is separate from the general corporate 

work that Cravath performs. In addition, Morrison & Foerster has coordinated—and intends to 

continue coordinating—with Cravath (as well as the other professionals in these Chapter 11 Cases) 

to ensure a clear delineation of each firm’s respective roles to prevent duplication of services and 

ensure the cases are administered in the most efficient fashion possible. 

The management compensation work for which Morrison & Foerster has been retained—

which is limited to advising the Debtors with respect to their executive and management 

compensation programs—is distinct from the work being performed by Groom. In particular, 

Groom provides legal services to the Debtors with respect to their pension and employee benefit 

plans, and advises the Debtors on issues relating to the Debtors’ obligations under ERISA, the 

Internal Revenue Code, and other applicable labor laws and regulations, all of which are beyond 

the scope of the Special Counsel Matters and the Supplemental Matters. Nonetheless, to the extent 

that any overlap may arise between the scope of the work performed by Morrison & Foerster and 

Groom, Morrison & Foerster intends to coordinate with Groom to prevent the duplication of 

services. 

V. MORRISON & FOERSTER’S DISINTERESTEDNESS

To the best of the Debtors’ knowledge, the partners of, counsel to, and associates of

Morrison & Foerster do not have any connection with or any interest adverse to the Debtors, their 

creditors, or any other party in interest with respect to the Special Counsel Matters or the 

Supplemental Matters. In addition, to the best of the Debtors’ knowledge, and based on the Hill 

Declarations, Morrison & Foerster does not have any connection with any creditor or other party 

in interest, except as may be set forth in the Hill Declarations. 

Based upon the information set forth in the Hill Declarations, Morrison & Foerster is 

therefore qualified to serve as counsel to the Debtors pursuant to Bankruptcy Code section 327(e). 

See In re AroChem Corp., 176 F.3d 610, 622 (2d. Cir. 1999) (“[W]here the trustee seeks to appoint 

counsel only as ‘special counsel’ for a specific matter, there need only be no conflict between the 

trustee and counsel’s creditor client with respect to the specific matter itself.”) (quoting Stombous 

v. Kilimnik, 988 F.2d 949, 964 (9th Cir. 1993)) (internal quotations omitted).

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 6 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

The Debtors have been informed that Morrison & Foerster will conduct an ongoing review 

of its files to ensure that no disqualifying circumstances arise. If any new relevant facts or 

relationships are discovered, Morrison & Foerster will supplement its disclosure to the Court. 

VI. PROFESSIONAL COMPENSATION

As set forth in the Hill Declarations, for the 90 days prior to the Petition Date, Morrison &

Foerster received payments and advances in the aggregate amount of $280,521.63 for professional 

services performed and to be performed, and expenses incurred and to be incurred in connection 

therewith. Morrison & Foerster did not receive an advance payment retainer from the Debtors, and 

all amounts collected were in connection with invoices submitted to the Debtors by Morrison & 

Foerster. 

The Debtors understand and have agreed that Morrison & Foerster hereafter will apply to 

the Court for allowances of compensation and reimbursement of expenses in accordance with the 

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, 

the United States Bankruptcy Court Northern District of California Guidelines for Compensation 

and Expense Reimbursement of Professionals and Trustees, effective February 19, 2014 (the 

“Local Guidelines”), the U.S. Trustee Guidelines for Reviewing Applications for Compensation 

and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines,” and together with the Local 

Guidelines, the “Fee Guidelines”), and any further Orders of the Court (the “Orders”) for all 

professional services performed and expenses incurred after the Petition Date. 

Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

Local Rules, the Fee Guidelines, and the Orders, the Debtors propose to compensate Morrison & 

Foerster for services rendered at the hourly rates in effect from time to time, as set forth in the Hill 

Declarations and the Engagement Letter, and to reimburse Morrison & Foerster according to its 

customary reimbursement policies. The Debtors respectfully submit that Morrison & Foerster’s 

rates and policies stated in the Hill Declarations, which were approved by the Court in connection 

with the Initial Retention Order, are reasonable and appropriate. 

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 7 of

8
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

VII. NOTICE

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

Region 17 (Attn: James L. Snyder, 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; and (xii) 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 (i) granting the relief 

requested herein as a sound exercise of the Debtors’ business judgment and in the best interests of 

the Debtors, their estates, creditors, shareholders, and all parties in interest, and (ii) such other and 

further relief as the Court may deem just and appropriate. 

Dated: December 2, 2019 

Respectfully submitted, 

Title: Senior Vice President and Interim 

General Counsel 

Case: 19-30088 Doc# 4947 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 8 of

8