PG&E Corporation

CourtUnited States Bankruptcy Court, N.D. California
DecidedFebruary 17, 2021
Docket19-30088
StatusUnknown

This text of PG&E Corporation (PG&E Corporation) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
PG&E Corporation, (Cal. 2021).

Opinion

EDWARD J. EMMONS, CLERK of □□ NO U.S. BANKRUPTCY COURT Ei □□□□ NORTHERN DISTRICT OF CALIFORNIA te □□□ a ye 75 1 YX ast) Signed and Filed: February 17, 2021 □□ 2 3 4 | Wind 5 ee DENNIS MONTALI 6 U.S. Bankruptcy Judge 7 UNITED STATES BANKRUPTCY COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 10 In re: Bankruptcy Case No. 19-30088-DM 11 |) pGsz CORPORATION, Chapter 11 12 - and - Lead Case 13 |) paCcIFIC GAS AND ELECTRIC 14 COMPANY, Jointly Administered

15 Reorganized Debtors. 16 [11 Affects PG&E Corporation [1] Affects Pacific Gas and 17 Electric Company Kl Affects both Debtors 18 * All papers shall be filed in 19 the Lead Case, No. 19-30088 (DM). 20 21 MEMORANDUM DECISION ON SECURITIES LEAD PLAINTIFF’S MOTION FOR ALLOWANCE AND PAYMENT OF FEES AND EXPENSES PURSUANT TO 39 BANKRUPTCY CODE SECTIONS 503(b)(3)(D) and 503(b)(4) 23 LI. INTRODUCTION When PG&E Corporation and Pacific Gas and Electric Company 25 (“Debtors”) filed their cases (now jointly-administered), they 26 did not properly provide notice to former or current equity and 57 debt holders (the “Omitted Parties”) who may have had rescission 28 -1-

1 or damage claims arising out of purported misrepresentations or 2 omission of material facts by Debtors. They did not provide the 3 Omitted Parties with notice of the need for filing proofs of 4 claim, even though a class action had been filed on their behalf 5 prior to the petition date by the Public Employees Retirement 6 Association of New Mexico (“PERA”). PERA alleges fraud claims 7 against several defendants, including Debtors. It contends that 8 Debtors and others misled investors about their wildfire safety 9 practices, thereby artificially inflating stock and bond prices, 10 which then dropped after information regarding Debtors’ improper 11 safety practices emerged between 2017 and 2018. PERA also asserts 12 claims disputing the accuracy of certain offering documents for 13 instruments issued between 2016 and 2018. 14 PERA pursued various remedies against Debtors on behalf of 15 the Omitted Parties, ultimately resulting in the court’s approval 16 of a procedure that could ultimately result in distributions to 17 many of them on account of any allowed fraud claims.1 18 Consequently, PERA and the three law firms representing it are 19 requesting reimbursement of attorneys’ fees and costs pursuant to 20 11 U.S.C. § 503(b)(3)(D) and (4)2 for “making a substantial 21 contribution in a case....” 22 Throughout these complex cases, just now having reached the 23 two-year mark, Debtors have paid hundreds of millions of dollars 24 in professional fees to their own professionals and dozens of 25 1 See Order Approving Securities ADR and Related Procedures for 26 Resolving Subordinated Securities Claims (dkt. 10015). 27 2 Unless otherwise indicated, all chapter, section and rule references are to the Bankruptcy Code, 11 U.S.C. §§ 101-1532, and 28 to the Federal Rules of Bankruptcy Procedure, Rules 1001-9037. 1 others retained by official committees, ad hoc groups and others, 2 without even a whimper of objection to this court, and maybe not 3 even to the Fee Examiner. The ONLY objection has been to the 4 fees and extenses sought by PERA and its professionals. While 5 the court finds that single exception quite remarkable, it is 6 allowing a partial recovery to PERA and its professionals, not to 7 punish the Debtors for their position, but in recognition of 8 PERA’s and its professionals’ substantial contribution they have 9 made for the benefit of the Omitted Parties. 10 II. DISCUSSION3 11 PERA is the appointed lead plaintiff in a securities class 12 action pending in the United States District Court for the 13 Northern District of California (In re Securities Litigation, 14 Case No. 18-03509) (the “Securities Litigation”) and a creditor 15 in these chapter 11 cases. It filed a motion pursuant to 16 section 503(b)(3)(D) and (b)(4) for allowance and payment of the 17 fees and expenses incurred by its professionals (dkt. 8950).4 18 PERA contends that it made a substantial contribution to 19 these cases and the reorganization process by protecting the 20 rights of approximately 7000 of the Omitted Parties who 21 22 3 The following discussion constitutes the court's findings of 23 fact and conclusions of law. Fed. R. Bankr. P. 7052(a). 4 The motion was supported by the declarations of Thomas A. 24 Dubbs setting forth the time records for and expenses incurred by Labaton Sucharow LLP (“Labaton”) (dkt. 8950-2); the 25 declaration of Michael S. Etkin setting forth time records for and the expenses incurred by Lowenstein Sandler LLP 26 (“Lowenstein”) (dkt. 8950-3); and the declaration of Randy 27 Michelson setting forth the time records and expenses incurred by Michelson Law Group (“Michelson”) (dkt. 8950-4) 28 (collectively, the “Applicants”). 1 ultimately received notice, an opportunity to file claims, and 2 did in fact file claims, and treatment of those claims in one or 3 more of three classes under Debtors’ confirmed plan (the “Plan”). 4 Consequently, PERA seeks reimbursement of Applicants’ attorney’s 5 fees and expenses. 6 Debtors observe that PERA initially opposed the court’s 7 decision to set a new bar date and noticing procedures for 8 Omitted Parties, yet now seeks credit for achieving that result. 9 Debtors argue that PERA engaged in actions designed solely to 10 improve its position as the lead plaintiff and that of the 11 potential other plaintiffs in the Securities Action, and thus did 12 not benefit the estate “as a whole,” even though section 13 503(b)(3)(D) does not contain language imposing such a condition 14 for recovery. 15 Despite the irony, the court believes that the extended bar 16 date, which benefitted all Omitted Parties who came forth and 17 filed claims would not have occurred but for PERA’s efforts, 18 although full compensation for that work is not justified. 19 Whatever their initial motivations, counsel for PERA did 20 bring to the court’s attention the absence of proper notice of 21 the bankruptcy cases and the first claims bar date to the mostly 22 unrepresented Omitted Parties. The eventual resolution, 23 providing the Omitted Parties an opportunity to file late claims 24 and to receive treatment under the Plan, did not affect the 25 payment and allowance of any other creditors under the Plan, 26 given the solvency of the estate. 27 These actions benefitted a significant number of Omitted 28 1 Parties who would have otherwise been disenfranchised from the 2 plan process. For example, PERA and its counsel answered 3 numerous questions and otherwise provided assistance in the 4 proper noticing to Omitted Parties about the claims process when 5 necessary. PERA assisted in the development and adoption of 6 procedures for the filing, determination of allowability, and the 7 treatment of claims filed by the Omitted Parties. Without PERA’s 8 cooperation, the reorganized Debtors could have faced continued 9 potential liability to the Omitted Parties that would not have 10 been provided for in the confirmed Plan. The court can only 11 imagine the confusion and unfairness of having done nothing, 12 possibly discharging any alleged fraud claims of the type now 13 asserted by PERA and 7,000 of those Omitted Parties for whom they 14 advocated and for whom a just and proper result was achieved.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
PG&E Corporation, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pge-corporation-canb-2021.