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. 15 Finally, PERA has provided a unified voice on behalf of the 16 Omitted Parties, enabling issues relevant to them to be resolved 17 quickly and efficiently to contribute significantly to Debtors’ 18 achieving confirmation of the Plan in compliance with AB 1040’s 19 deadline. As this court stated at a hearing on June 24, 2020: 20 “The fact is I wouldn’t want 6,000 pro se parties on this call 21 each argue why their claims are valid when one lawyer . . . at 22 least speaks for the issues that are involved.” By facilitating 23 the foregoing notice to and participation of the Omitted Parties 24 in the bankruptcy cases, and by enabling the filing of claims and 25 achieving a mediated resolution of its objections to Debtors’ 26 Plan that permitted proper treatment offered to thousands of the 27 Omitted Parties through the Plan, PERA has made a substantial 28 1 contribution to this case justifying reimbursement of expenses 2 under section 503(b)(3)(D) and (b)(4). 3 An attorney for a creditor who makes a substantial 4 contribution to a chapter 11 case pursuant to section 5 503(b)(3)(D) may recover reasonable compensation for professional 6 services rendered as an administrative expense under section 7 503(b)(4). In re Mortgages Ltd., 2010 WL 6259981, at *7 (9th 8 Cir. BAP Aug. 4, 2010). The principal test of substantial 9 contribution is “the extent of benefit to the estate.” In re 10 Cellular 101, Inc., 377 F.3d 1092, 1096–97 (9th Cir. 2004), 11 citing In re Christian Life Ctr., 821 F.2d 1370, 1373 (9th Cir. 12 1987); see also Pierson & Gaylen v. Creel & Atwood (In re Consol. 13 Bancshares, Inc.), 785 F.2d 1249, 1253 (5th Cir. 1986) 14 (reaffirming that “services which substantially contribute to a 15 case are those which foster and enhance, rather than retard or 16 interrupt the progress o[f] reorganization”). As stated in In re 17 Catalina Spa & R.V. Resort, Ltd., 97 B.R. 13, 21 (Bankr. S.D. 18 Cal. 1989): 19 Compensation cannot be freely given to all creditors who take an active role in bankruptcy proceedings, 20 rather, it must be preserved for those rare occasions when the creditor’s involvement truly fosters and 21 enhances the administration of the estate. The 22 integrity of § 503(b) can only be maintained by strictly limiting compensation to extra ordinary [sic] 23 creditor actions which lead directly to significant and tangible benefits to the creditors, debtor, or the 24 estate. While § 503 was enacted to encourage meaningful creditor participation, it should not become a vehicle 25 for reimbursing every creditor who elects to hire an 26 attorney. 27 28 1 Id. (emphasis added). Here, but for PERA’s actions, three 2 classes of equity and debt asserting fraud claims could have 3 been excluded altogether from the Plan and the Omitted Creditors 4 who actually did file claims would have been denied their 5 ability to seek to be compensated. This entire subset of parties in interest received “significant and tangible benefits” 6 from PERA’s actions. As these are solvent estates, no other 7 subset of equity or debt have been harmed by granting 8 compensation under section 503(b)(3)(D) and (4). In context, 9 the idea that the estate must benefit of a whole for Section 503 10 relief to be granted, is rejected. There must be recognition 11 of, and reward for, those who brought about the result. 12 The court finds that some but not all of the following 13 categories of services justify compensation although the fees 14 billed in those categories are not fully allowable, for the 15 reasons set forth below. 16 A. The Securities Litigation and Related Adversary 17 Proceedings 18 The Securities Litigation was automatically stayed as to 19 Debtors (but not other defendants) on January 29, 2019, when 20 Debtors filed their chapter 11 petitions. Early on, Debtors 21 filed two adversary proceedings to enjoin the Securities 22 Litigation for the benefit of certain third-party non-debtor 23 defendants. In the first (A.P. 19-3006), Debtors sought to 24 enjoin the Securities Litigation as well as multiple other 25 actions by third parties; PERA and Debtors stipulated to 26 dismissal of that proceeding (dkt. 42 in A.P. 19-3006). 27 In the second (A.P. 19-3039), Debtors again sought to enjoin 28 1 the Securities Litigation. The court denied the preliminary 2 injunction (dkt. 23 in A.P. 19-3039). PERA defended itself in 3 both adversary proceedings; its defense did not provide a benefit 4 to the estate in general nor to those who might have, or did in 5 fact, later become the 7,000 or so Omitted Parties. PERA was 6 protecting its rights and those of others to proceed in the 7 Securities Litigation; it did not foster and enhance the 8 administration of the estate in these defenses. Because this 9 work did not provide a substantial contribution to the cases or 10 to equity or debt holders with fraud claims in these cases, the 11 fees and expenses related thereto are not compensable under 12 section 503(b)(3)(D) and (4). 13 B. The Class Proof of Claim Motion, Establishment of Notice Procedures, and Providing Claim Assistance 14 On December 19, 2019, PERA filed a motion to file a class 15 proof of claim pursuant to Fed. Rule Civ. P. 23 (made applicable 16 by Fed. R. Bankr. P. 7023) (the “Class POC Motion”) (dkt. 5042). 17 Debtors and the Official Committee of Tort Claimants (“TCC”) 18 opposed the Class POC Motion. Following extensive briefing, the 19 court entered a tentative ruling (dkt. 5604) noting its “grave 20 due process concerns regarding the adequacy of actual or 21 constructive notice of the claims bar date given to class 22 members, and in particular to class members who were no longer 23 securities or equity holders as of the Record Date.” The court 24 indicated that it had tentatively decided to grant the Class POC 25 Motion, but suggested an alternate approach: setting a new claims 26 bar date for disenfranchised parties to file claims. What 27 28 1 followed, of course, were claims filed by 7,000 of the Omitted 2 Parties. 3 After further briefing and a hearing on February 20, 2020, 4 the court issued a memorandum decision indicating that it would 5 deny the Class POC Motion, acknowledging that the putative 6 members of the affected classes did not receive actual notice of 7 a claims bar date, even though known creditors were and are 8 entitled to written notice of such a bar date, citing Chemetron 9 Corp. v. Jones, 72 F.3d 341, 346 (3d Cir. 1995); see also 10 Memorandum Decision Regarding Motion to Apply Rule 7023 (“Rule 11 7023 Mem Dec”), dkt. 5887 at 3:20-22. Because Debtors “did not 12 make a reasonable effort to give actual notice to class members 13 of the claims bar date,” the court fixed a new bar date for that 14 group of stakeholders. Rule 7023 Mem Dec at 4:24-25; id at 2:17- 15 25. 16 As a result, even though PERA preferred prevailing on its 17 Class POC Motion, its filings and arguments led to the court’s 18 determination how to resolve the initial lack of notice and to 19 provide a remedy for the Omitted Parties. And once the court 20 announced its ruling, PERA provided significant assistance in the 21 notification and claims process. Those efforts have been well- 22 documented in the record and will not described again here. 23 The court therefore concludes that a portion of PERA’s work 24 in this area did provide a substantial benefit to the bankruptcy 25 cases, as it triggered a notice procedure ensuring that all the 26 Omitted Parties, whether or not they eventually opt to 27 participate in the Securities Litigation, received notice of 28 1 their right to file claims in these cases. 2 The fact that PERA lost its Class POC Motion was not fatal 3 as Debtors argue. But for that losing effort, a preferable 4 result was achieved despite the Debtors’ resistance. PERA lost 5 the battle, but won the war! 6 C. The TCC’s Motion for Derivative Standing 7 On February 28, 2020, the TCC filed a motion for standing to 8 prosecute derivative claims on behalf of the estate. The TCC 9 sought a declaratory judgment that the Securities Litigation 10 claims were derivative claims and not direct creditor or 11 shareholder claims, and thus were property of the estate to be 12 included with the causes of action assigned to the Fire Victims 13 Trust under the Plan. The TCC also sought a preliminary and 14 permanent injunction of further prosecution of the Securities 15 Litigation. The TCC ultimately withdrew its motion. Unlike its 16 work performed as just described, PERA’s work on this matter did 17 not provide a substantial benefit to any portion of the 18 bankruptcy cases as it involved a two-party dispute between 19 competing stakeholders over which group could prosecute the 20 subject claims. Therefore, an award of fees and expenses is not 21 justified under section 503(b)(3) and (4). 22 D. Objecting to Plan Confirmation 23 PERA also seeks reimbursement of fees and expenses 24 associated with its objections to confirmation of Debtors’ Plan. 25 In particular, PERA objected to a plan injunction, characterizing 26 it as an impermissible “veiled attempt to effect a nonconsensual 27 third-party release;” to the use of improper, inequitable, and 28 1 unlawful distribution formulas for calculating various rescission 2 or damage claims; and to Debtors’ failure to provide for the 3 separate fraud damage claims asserted by the Omitted Parties. 4 See Securities Lead Plaintiff’s Objection to Confirmation at dkt. 5 7296. 6 These and other Plan objections led to mediation by retired 7 Bankruptcy Judge Randall Newsome, who facilitated a resolution. 8 Through its objection and participation in the mediation, PERA 9 and its counsel materially enhanced the position and potential 10 recovery of thousands of the Omitted Parties. PERA was able to 11 negotiate a favorable distribution formula for their rescission 12 or damage claims, and those parties stand to benefit from a 13 favorable distribution formula once their specific claims are 14 determined through the Securities ADR and Related Procedures. 15 Had the original proposal of the Shareholder Proponents had not 16 been challenged, the result would have been far less favorable 17 for those parties. The treatment that resulted was a fair and 18 rational way of dealing with prospective allowed claims of 7,000 19 Omitted Parties. That PERA lost the one issue the court 20 ultimately decided against it during the confirmation hearing 21 does not undermine its entitlement for compensation for the 22 results achieved. It therefore made a substantial contribution 23 in performing these services under section 503(b)(3)(D) and (4), 24 at least in part, when preparing, prosecuting and ultimately 25 mediating its objections to confirmation. 26 // 27 // 28 1 III. COMPENSABLE FEES AND EXPENSES 2 A. Court’s Methodology 3 In determining whether and how much to award Applicants, the 4 court has considered not only the subject matter of their work 5 and whether it provided a substantial contribution, but also 6 whether the fees were reasonable and what services were necessary 7 (i.e., legal in nature, not duplicative). As discussed above, 8 based on its review of the time records and its familiarity with 9 the underlying issues and the case in general, the court 10 concluded that only three categories of work substantially 11 contributed to the cases for the purposes of section 503(b). 12 From all of the time Applicants reported the court made its best 13 guesstimate of how much should be considered as attributable to 14 those categories. 15 After determining what categories of work that substantially 16 contributed to the cases and are compensable, the court reviewed 17 the time entries to determine whether the work performed was 18 reasonable and necessary for PERA to provide the substantial 19 benefit. This also was a formidable challenge, but preferable to 20 asking for further submissions and argument and also preferable 21 to considering using the services of the Fee Examiner. Given the 22 clumping and excessive duplication of work, the court could not 23 simply deduct a multi-hour, the multi-project time entry in its 24 entirety. Accordingly, based on the amount of clumping and 25 duplication of effort, the court is reducing a percentage of two 26 of Applicants’ fees in the compensable categories by a different 27 percentage, as discussed below. 28 1 B. Fees 2 According to PERA’s motion, Applicants incurred the 3 following fees and expenses for which they seek reimbursement 4 while representing it in these cases: 5 Fees Expenses Labaton $1,762,023.00 $9,554 (excluding 6 (2,562.2 hours) fees and expenses 7 billed by Michelson and expenses billed by 8 Lowenstein) Lowenstein $2,748,617.50 $46,630 (billed to 9 (3,428 hours) Labaton) Michelson $110,631.25 $ 112,540 billed to 10 (186.6 hours) Labaton and $1,909 11 (not billed to Labaton 12 PERA’s two principal counsel generally did not divide their 13 time entries or the narratives in their motion by project, 14 complicating the court’s task of determining the compensable 15 fees, particularly given the limited categories of fees that it 16 has determined to be compensable under section 503(b). 17 Nonetheless, the court did make its best effort to locate and 18 time entries and estimate the charges pertaining to the Class 19 POC Motion, to confirmation of the Plan and the resulting 20 mediation, and to assistance in the implementation and 21 administration of the claims process, as set forth in the table 22 below. 23 Class POC Confirmation/ Assistance with Claims Total Motion Mediation 24 Process Labaton $123,723 $497,783 $93,920 $715,426 25 Lowenstein $536,232 $839,738 N/A $1,376,010 26 Michelson $11,312 $44,156 N/A $55,468 27 In determining the appropriate compensation for the work 28 1 performed, the court considered “the time, the nature, the 2 extent, and the value of such services” under section 503(b)(4). 3 Much of the work pertaining to these three tasks was 4 duplicative, with the time records of multiple attorneys of both 5 firms simply reflecting that they were preparing for hearings 6 without explaining the nature of their preparation, even though 7 they would not necessarily be participating. For example, four 8 different attorneys from Lowenstein billed time (at an hourly 9 rate from $585.00 to $1,085.00) for attending the confirmation 10 hearing on June 5, 2021, with a resulting charge of $34,663.00. 11 Similarly, four attorneys from Labaton (with rates ranging from 12 $475.00 to $1,100.00 an hour) appeared at the June 5 13 confirmation hearing, with a resulting charge of $16,838.50. 14 Michelson also appeared at that hearing, charging $3,812.50. In 15 all, nine attorneys appeared on behalf of PERA on one day at 16 cost of almost $50,000.00. This is not an anomaly, nor is it 17 reasonable expense justifying full reimbursement under section 18 503(b). 19 Another example of the excessive duplication of work within 20 and between the two principal firms involves the preparation and 21 circulation for review of multiple versions of a reply. The 22 court cannot determine from the time records if one or both 23 firms generated these competing drafts, but the estate did not 24 benefit from such duplicative, inefficient work. Therefore, 25 there was no substantial benefit from it. 26 As stated in In re American Plumbing & Mechanical, Inc., 27 327 B.R. 273, 292 (Bankr. W.D. Tex. 2005) (citation omitted): 28 1 The court is not obligated to sift through the fee applications to determine which services are compensable 2 and which services are not. The burden is on the [applicants] to show, by a preponderance of the 3 evidence, which services are not duplicative and 4 therefore eligible for reimbursement as substantial contribution. 5 Id. (emphasis added). Labaton and Lowenstein have not met this 6 burden. 7 Because Labaton and particularly Lowenstein have not 8 described how much time they spent and what fees they incurred 9 in working on each task, the court’s ability to assess the 10 reasonableness of fees and expenses under section 503(b)(3) and 11 (4) has been impaired.5 Moreover, as noted previously, were 12 replete with entries by multiple people doing duplicative 13 research and tasks. In addition, time was billed by multiple 14 Labaton attorneys for participating in a practice moot court. 15 While this may be a prudent and beneficial practice in general, 16 it is not a reasonable and necessary service for which the 17 Debtors should have to pay. 18

19 5 In a Lowenstein time entry dated February 28, 2020, one timekeeper billed 5.40 hours and $5,859.00 in time that included 20 multiple tasks, but just a solitary Class POC Motion task of reviewing an email. The balance of the time entry related to a 21 mediation and other matters not compensable under section 503(b). The court consequently cannot determine how much time that person 22 spent on the Class POC Notion task. See dkt. 8950-3, ECF pg. 62: 23 Prep for mediation; review extensive e-mails and respond; telephone call with [name deleted]; 24 conference with [name deleted]; review bankruptcy related pleadings; review mediation 25 statement and exhibits; initial review of derivative standing motion; review fire victim 26 plan treatment summary; review press reports; 27 review and revise e-mail re: appellate options Rule 7023 decision; review operating report; 28 review hearing transcript(.) 1 In addition, some Lowenstein attorneys have regularly 2 billed more than $1,000 an hour to read news about the case. 3 Such activity, though useful to individual attorneys, is not of 4 sufficient benefit to the estate to justify an award of fees 5 (particularly when the news consumer is not a professional of 6 the estate). 7 C. Adjustment of Fees 8 Lowenstein 9 Because of Lowenstein’s excessive clumping of non- 10 compensable time with compensable time and its duplicative work 11 in both the Class POC Motion and Confirmation/Mediation 12 categories, the court is reducing its fees in both categories by 13 12%, its best educated guess of a proper reduction. 14 Consequently, the court will allow Lowenstein a total fee award 15 of $1,210,835 ($1,376,010 minus $165,121 (12%). 16 Labaton 17 Labaton’s fee application did not feature as much clumping 18 with non-compensable time, but it does reflect significant 19 duplication of work. The court will therefore reduce Labaton’s 20 fees in the Class POC Motion, the Confirmation/Mediation, and 21 the Claims Assistance categories by 8%. Consequently, the court 22 will allow Labaton a total fee award of $658,191 ($715,426 minus 23 $57,234 (8%). 24 Michelson 25 As Michelson did identify the time for each task performed 26 within each time entry (i.e., no clumping), the court was easily 27 able to determine the time spent on work that fell within the 28 1 compensable categories. It also did not duplicate work. The 2 court will therefore allow Michelson all fees relating to the 3 Class POC Motion ($11,312) and Confirmation/Mediation ($44,156), 4 for a total of $55,468. 5 D. Expenses 6 Applicants also request reimbursement of expenses, but for 7 the most part the court cannot determine what, if any, of these 8 expenses relate to the compensable categories of work identified 9 above. Lowenstein’s expenses (billed to Labaton) of $46,630.16 10 are listed on one page (dkt. 8950-3 at ECF pg. 105) and are 11 identified by type (i.e., $25,536.26 for “computerized legal 12 research”), but not by date or project. Similarly, Labaton’s 13 one-page description of its expenses is sparse, lacking dates and 14 context of the expenses (dkt. 8950-2 at ECF pg. 77). 15 Particularly confusing is Labaton’s inclusion of a charge of 16 $112,540 for Michelson with no detail. Without knowing the dates 17 that the expenses of Labaton and Lowenstein were incurred, the 18 court cannot determine whether any of their expenses relate to 19 the compensable work. Since these expenses were most likely 20 incurred, the court will exercise its discretion to allow one- 21 half of them despite the incomplete information. Consequently, 22 reimbursement of the expenses of Labaton and Lowenstein is 23 therefore allowed, but only in the amount of fifty percent for 24 each firm. 25 In contrast, Michelson’s expenses are identified by date and 26 often by project, thus enabling the court to determine what costs 27 likely relate to the compensable categories. The court will 28 1 allow Michelson $976.38 of requested expenses incurred between 2 January 29, 2020 and February 29, 2020, as the descriptions 3 directly tie them to the Class POC Motion. 4 IV. CONCLUSION 5 For the foregoing reasons, the court will award the following 6 fees and expenses to PERA and its counsel under section 7 503(b)(3)(D) and (4): 8 Lowenstein: $1,210,835 in fees and $23,315 in expenses; 9 Labaton: $658,191 in fees and $4,887 in expenses; and 10 Michelson: $55,468 in fees and $976.38 in expenses. 11 The court is issuing three separate orders concurrently with 12 this memorandum decision. These amounts represent the 13 obligations the court is imposing upon Debtors and whose work and 14 expenses they represent. To the extent Labaton has already paid 15 Lowenstein and Michelson is not relevant. The court expects the 16 parties to true-up these awards and work out the details for 17 actual payment and/or any reimbursement among Applicants. 18 * * * END OF MEMORANDUM DECISION * * * 19 20 21 22 23 24 25 26 27 28