UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

Transcription

1 MCKOOL SMITH HENNIGAN, P.C. Robert W. Mockler (SBN South Grand Avenue, Suite 2900 Los Angeles, California rmockler@mckoolsmithhennigan.com Telephone: ( Facsimile: ( Counsel for Ronald F. Greenspan, Chapter 7 Trustee for Brobeck, Phleger & Harrison LLP UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA In re BROBECK, PHLEGER & HARRISON LLP, Debtor. Case No Chapter 7 SECOND SUPPLEMENT TO THIRD AND FINAL INTERIM APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONAL SERVICES RENDERED AS COUNSEL TO RONALD F. GREENSPAN, CHAPTER 7 TRUSTEE FOR BROBECK, PHLEGER & HARRISON LLP [SUPPLEMENT FOR THE PERIOD MAY 1, 2015 THROUGH JANUARY 31, 2017] Date: Time: Place: Judge: To be set To be set 450 Golden Gate Ave, 16th Floor San Francisco, CA Hon. Dennis Montali Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 1 of

2 1 2 I. INTRODUCTION Through this Supplement, MSH seeks (i final allowance of compensation in the amount of MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA $57, for professional services rendered by MSH to the Trustee for the period from May 1, 2015 through January 31, 2017 (the Second Supplement Period ; and (ii final allowance of actual and necessary expenses in the amount of $ incurred by MSH during the Second Supplement Period. This Second Supplement incorporates by reference the Third Interim and Final Application of McKool Smith Hennigan, P.C. for Allowance of Compensation and Reimbursement of Expenses for Professional Services Rendered as Counsel to Ronald F. Greenspan, Chapter 7 Trustee for Brobeck, Phleger & Harrison (ECF No. 3009, the Supplement to the Application (ECF No and the documents referenced therein. MSH also requests approval of an amount, not to exceed $25,000, for work done after January 31, 2017 but before the closing of the case. When the work is completed, MSH will file a declaration establishing the amount of time and expenses expended. Absent an objection by a party in interest, the Trustee will be authorized to pay such additional amount sought, not to exceed the total amount specified in the notice to creditors. If an objection is filed, the Court will decide the issue. II. OVERVIEW OF THE CASE SINCE MAY 1, 2015 Since May 1, 2015, the last date covered by the Supplement to MSH s Third and Final Fee Application, the Trustee and his professionals have continued to pursue the windup of the estate. Specifically, during this period, most of the work of the Trustee and his professionals was focused on arranging for the disposition of estate property and working with the United States Trustee s office on the final reports and taking other steps to allow for the final resolution of this matter III. RELIEF REQUESTED Pursuant to sections 327, 330 and 331 of title of the United States Code (the Bankruptcy Code, MSH as counsel to the Trustee, by this Application, requests final allowance of compensation for professional services rendered in the amount of $57, and reimbursement of actual, necessary and reasonable expenses in the amount of $528.87, incurred during the Supplement Period. Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 2 of

3 In support of this Second Supplement, MSH relies upon the Declaration of Robert W. Mockler in Support of Second Supplement to Third Interim and Final Application of McKool Smith Hennigan, P.C. for Allowance of Compensation and Reimbursement of Expenses for Professional Services Rendered as Counsel to Ronald F. Greenspan, Chapter 7 Trustee for Brobeck, Phleger & Harrison. In further support of this Application, MSH respectfully represents as set forth below. 6 7 IV. RETENTION OF APPLICANT AS COUNSEL FOR TRUSTEE MSH has provided legal services to the Trustee for the period September 12, 20 through 8 9 the present. Ronald F. Greenspan, the chapter 7 trustee (the Trustee originally engaged Hennigan Dorman LLP ( HD to apply its bankruptcy and litigation expertise in the investigation, pursuit, 10 and liquidation of Brobeck s assets. 1 On January 20, 2012, MSH filed the Notice of Application MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA And Application For Order Authorizing The Retention Of McKool Smith Hennigan, P.C. As Counsel For Ronald F. Greenspan, Chapter 7 Trustee For Brobeck, Phleger & Harrison LLP (the Employment Application [Docket No. 2903]. By order entered on February 17, 2012 (the Retention Order [Docket No. 2910], the Court approved the Trustee s employment of MSH as counsel to the Trustee pursuant to section 327(a of the Bankruptcy Code, effective as of September 12, 20, and authorized MSH to be compensated at the expense of the estate as set forth in the Employment Application, subject to interim and final allowance by the Court. MSH did not receive any retainer in connection with its employment in this bankruptcy case V. DESCRIPTION OF SERVICES RENDERED BY APPLICANT DURING THE SECOND SUPPLEMENT PERIOD In the Second Supplement Period, the primary focus of the efforts of MSH and the Trustee has been to dispose of estate property and take other steps to wind up the estate. Attached as Exhibit A are detailed chronological records of the work performed by MSH during the Second Supplement Period. The following is a summary by category of the services provided by MSH As of February 7, 20, the name of the law firm of Hennigan, Bennett & Dorman LLP was changed to Hennigan Dorman LLP. Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 3 of

4 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA Case Administration (0010. This category relates to general estate administration duties, including the activities over the past few months directed at windup of the estate. The fees incurred in this category were largely incurred in consultations with the Trustee, the Trustee s professionals and co-counsel regarding strategy for winding up the estate, advised the Trustee on disposition of assets and submission of final reports and consulted with the U.S. Trustee s office about these topics. MSH spent 16.3 hours and incurred fees of $10, in this category at a blended hourly rate of $ Fee/Employment Applications (0040. This category includes time spent by MSH in preparing the Supplement to MSH s Third Interim and Final Fee Application. MSH also included time in this category regarding its assistance to the Trustee s other professionals in the preparation, filing and service of their fee applications, including in particular the time spent advising the Trustee and negotiating with the U.S. Trustee regarding the professional fee application and terms of the engagement agreement with PricewaterhouseCoopers, which provides tax services. MSH spent 34 hours and incurred fees of $21, in this category at a blended hourly rate of $ Asset Disposition (0090. This category includes time spent by MSH in assessing and disposing of the estate s assets. In particular, during the Second Supplement Period, MSH advised the Trustee regarding abandonment of certain property (see ECF Nos. 3051, as well as the sale of securities and the sale of the remnants of the estate (see ECF Nos. 3061, 3062, MSH spent 41.3 hours and incurred fees of $26, in this category at a blended hourly rate of $ Charts showing the amount of hours and fees by category, as well as the hours and fees incurred by each professional and paraprofessional, are attached as Exhibits B and C respectively VI. LISTING OF EXPENSES BY CATEGORY The total amount of expenses incurred by MSH during the Supplement Period in connection 27 with the case is $ Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 4 of

5 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA Case No Attached hereto as Exhibit D and incorporated herein by reference is a summary of all costs incurred by MSH, for which reimbursement is sought for the Second Supplement Period. Exhibit E includes the detailed listing of all costs incurred by MSH in connection with activities including, but not limited to, legal research, photocopying, making long distance telephone calls, telecopying, mailings, and messenger services. MSH has made every effort to limit the incurring of expenses and to use the most economical means available for accomplishing the tasks requiring expenditures of costs. MSH generally handles regular and routine photocopying and scanning in-house. MSH charged $0.10 per page for in-house photocopying and scanning, and $.15 per page for in-house heavy litigation photocopying and scanning, which includes jobs that, because of the nature of the documents (e.g., stapled pages, large format, etc. require more attention than a standard job. These amounts are intended to cover the costs of supplies, and labor associated with providing these services. MSH s photocopy and scanning machines automatically record the number of copies made when the person who is photocopying enters the client s account number into a device attached to the photocopy machine. MSH summarizes each client s photocopying charges on a monthly basis and such charges are reflected in Exhibit E. Whenever feasible, MSH sends large copying projects to outside copy services that charge bulk rates for photocopying. In such instances, unless the client pays such outside services directly, MSH charges its clients the same amount that MSH pays to the outside services. MSH incurs postage costs for mailing notices to creditors, serving pleadings, and sending general correspondence in the representation of the Trustee. Costs for postage are also compiled automatically based on account numbers identified when postage is printed by MSH s postage meter, and are passed along to the Trustee without addition or premium. Although MSH attempts to avoid messenger expenses when information can be transmitted by mail, telecopy or , the charges for messenger services are posted to clients accounts and reimbursement is requested at actual amounts charged by the outside services. When messengers must be used, MSH attempts to use the least expensive service available consistent with obtaining delivery within the time required. -4- SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 5 of

6 MSH believes that this Second Supplement substantially complies with the requirements of this Court s Guidelines For Compensation And Expense Reimbursement of Professionals and Trustees. Moreover, pursuant to those Guidelines, MSH is concurrently transmitting this Application to the Trustee along with a cover letter, a copy of which is attached hereto as Exhibit F VII. FEES AND COSTS TO BE INCURRED FROM FEBRUARY 1, 2017 THROUGH THE CLOSING OF THE CASE. MSH estimates that it will incur fees and costs not to exceed $25,000 after January 31, 2017 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA through the closing of the estate. MSH seeks preliminary approval of that amount. MSH will submit a declaration substantiating the actual amounts incurred. In the Third and Final Fee Application, MSH sought $50,000 as a reserve; in the Supplement, MSH sought $25,000 as a reserve. As a result of the additional time and work needed to dispose of the assets for the benefit of the estate and to wind up this matter, MSH now seeks an additional $25,000 reserve. VIII. Case No COMPLIANCE WITH LAW A. Factors in Evaluating Requests for Compensation Pursuant to Section 330 of the Bankruptcy Code, the Court may award to professional persons employed under Section 327 reasonable compensation for actual, necessary services rendered, and reimbursement for the actual, necessary expenses incurred. As set forth above, the fees and expenses for which MSH requests reimbursement are for actual and necessary services rendered and costs incurred. In awarding compensation to professional persons pursuant to Sections 330 and 331 of the Bankruptcy Code, the Court must take into account the cost of comparable non-bankruptcy services, among other factors. See In re Yermakov v. Fitzsimmons (In re Yermakov, 718 F.2d 1465, 1471 (9th Cir Section 330(a of the Bankruptcy Code provides in pertinent part for (1 reasonable compensation for actual, necessary services rendered by such trustee, examiner, professional person, or attorney, as the case may be, and by any paraprofessional persons employed by such trustee, professional person, or attorney, as the case may be, based on the nature, the extent, and the value of such services, the time spent on such services, and the cost of comparable services other than in a case under this title; and -5- SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 6 of

7 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA Case No (2 reimbursement for actual, necessary expenses. U.S.C. 330(a. As stated by Congressman Edwards on the floor of the House of Representatives on September 28, 1978, in relation to Section 330 of the Bankruptcy Code: [Bankruptcy] legal services are entitled to command the same competency of counsel as other cases. In that light, the policy of this section is to compensate attorneys and other professionals serving in a case under title at the same rate as the attorney or other professional would be compensated for performing comparable services other than in a case under title. 124 Cong. Rec. H, 089 (Daily ed. Sept. 28, The professional services rendered by MSH have required an expenditure of substantial time and effort. In an effort to preserve the assets of the estate, where appropriate, MSH has utilized the services of paraprofessionals. Time and labor devoted, however, is only one of many pertinent factors in determining an award of fees and costs. As is set forth below, the Ninth Circuit has adopted more comprehensive guidelines for evaluating compensation requests. See Kerr v. Screen Extras Guild, Inc., 526 F.2d 67, 70 (9th Cir. 1975, cert. denied, 425 U.S. 951 (1976. The United States Supreme Court has subsequently endorsed the lodestar approach developed in Lindy Bros. Builders, Inc. v. American Radiator and Standard Sanitary Corp., 487 F.2d 161 (3d Cir See Pennsylvania v. Delaware Valley Citizens Council for Clean Air, 478 U.S. 546, (1986. Under Kerr and in light of the accepted lodestar approach, MSH submits that the compensation requested herein is reasonable and appropriate. 1. The Kerr Factors Sections 330 and 331 of the Bankruptcy Code impose a reasonableness limitation on all compensation to professionals employed by an estate. The reasonableness limitation generally requires that all compensation be based on a lodestar formula. In addition, courts have analyzed the following factors: (1 the time and labor required; (2 the skill requisite to perform the legal services properly; (3 the customary fee; -6- SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 7 of

8 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA (4 whether the fee is fixed or contingent; (5 time limitations imposed by the client or the circumstances; (6 the amount involved and the results obtained; (7 the experience, reputation and ability of the attorneys; (8 the nature and length of the professional relationship with the client; and (9 awards in similar cases. See Kerr v. Screen Extras Guild, 526 F.2d 67, 70 (9th Cir. 1975, cert. denied, 96 S. Ct (1976; In re Manoa Finance Co., Inc., 853 F.2d 687, 689 (9th Cir a The Time and Labor Required The services for which compensation is sought are set forth in detail in Exhibit A to this Application. MSH s services and time expenditures are reasonable in light of the labor required by the complexities and circumstances of this case. This case is unlike the typical chapter 7 proceeding. MSH has had to expend significant time and expense in investigating causes of action in novel areas of the law. During the Second Supplement Period, MSH has had to draw on its lawyers extensive experience with this matter to advise the Trustee in responding to the United States Trustee s office s inquiries. b The Skill Requisite to Perform the Legal Services Properly This case has required counsel for the Trustee to analyze and understand complex legal and factual issues relating to claims and causes of action that could be asserted against numerous parties, including the former partners of Brobeck. Many of these claims and causes of action are novel or explore areas of the law that have not been well developed. MSH has a well-established and successful track record at investigating and pursuing complex commercial causes of action. These types of claims are the centerpiece to creditor recoveries in this case. In rendering services to the Trustee, MSH respectfully submits that it demonstrated the requisite legal skill and expertise in the areas of bankruptcy and litigation. c The Customary Fee The hourly rates of MSH, set forth in Exhibit C, reflect the customary compensation sought by other professionals in representing trustees in similar circumstances. Other courts in other Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 8 of

9 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA bankruptcy matters in which MSH and other counsel of like reputation and experience have been involved have approved these rates. Indeed, MSH has not increased the hourly rate it charges for its services during this period, despite increases in the market generally. of the case. d Whether the Fee is Fixed or Contingent MSH seeks fixed compensation, which is appropriate as further described below. e Time Limitations Imposed by the Client or the Circumstances MSH has performed its work on the timeframe required by the Trustee and the requirements f The Amount Involved and the Results Obtained The Trustee and his professionals have been highly successful in this case in obtaining recoveries for the estate. MSH s efforts, along with those of Mr. Gould, been highly beneficial for the estate. g Experience, Reputation and Abilities of MSH MSH believes that the experience, reputation and abilities of its attorneys and paraprofessionals are well-known and respected in this community. MSH believes that it enjoys a favorable reputation and has demonstrated substantial ability in the fields of bankruptcy, litigation, creditors rights and business reorganization. h The Nature and Length of the Professional Relationship. While MSH has been retained by the Trustee for three years, the same attorneys, while at HD, had been involved in this case for several years and have developed an extensive understanding of the prepetition activities of Brobeck and its partners that has facilitated recoveries in this case. i Awards in Similar Cases. The award MSH seeks in this case is similar to awards that counsel has received in similar cases. For instance, the rates and expenses charged by MSH are comparable to those charged by HD, and to those approved in other cases where HD has obtained approval of its fees from bankruptcy courts, such as In re Northpoint Communications Group, Inc., Case No (Bankr. N. D. Cal.; In re Aureal, Inc., Case No (Bankr. N. D. Cal.; In re Hawaiian Airlines, Inc., Case No (Bankr. D. Hawaii; and In re Peregrine Systems, Inc., Case Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 9 of

10 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA No (Bankr. D. Del.. B. The Lodestar Approach Prior to the Bankruptcy Code, the rule with respect to compensation requests in the Ninth Circuit was that the Bankruptcy Court should award attorneys fees in accordance with a strict rule of economy test. In re THC Financial Corp., 659 F.2d 951, 955 n.2 (9th Cir. 1981, cert. denied, 456 U.S. 977 (1982. This is no longer the law. The legislative history to Section 330 of the Bankruptcy Code indicates that Congress was primarily concerned with protecting the public interest in the smooth, efficient operation of the bankruptcy system by encouraging competent bankruptcy specialists to remain in the field. First National Bank of Chicago v. Committee of Creditors Holding Unsecured Claims (In re Powerline Oil Co., 71 B.R. 767, 770 (Bankr. 9th Cir. 1986; In re Baldwin-United Corp., 79 B.R. 321, 346 (Bankr. S.D. Ohio Toward this end, Congress specifically disavowed notions of economy of administration, and provided that compensation in bankruptcy cases should be comparable to what is charged in non-bankruptcy matters. Id. at 346. Under the lodestar approach, the Court is to determine the number of hours reasonably expended in an attorney s representation of a debtor and multiply such number by a reasonable hourly rate for the services performed. See Delaware Valley Citizens Council for Clear Air, 478 U.S. at 565; In re Powerline Oil, Co., 71 B.R. at 770. A reasonable hourly rate is presumptively the rate the marketplace pays for the services rendered. Missouri v. Jenkins by Agyei, 491 U.S. 274, 109 S. Ct. 2463, 2469 (1989; Burgess v. Klenske (In re Manoa Finance Co., Inc., 853 F.2d 687, 691 (9th Cir Recognizing that the determination of an appropriate market rate for the services of a lawyer is inherently difficult, the Supreme Court stated: Market prices of commodities and most services are determined by supply and demand. In this traditional sense there is no such thing as a prevailing market rate for the service of lawyers in a particular community. The type of services rendered by lawyers, as well as their experience, skill, and reputation, varies extensively - even within a law firm. Accordingly, the hourly rates of lawyers in private practice also vary widely. The fees charged often are based on the product of hours devoted to the representation multiplied by the lawyer s customary rate. Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 10 of

11 MCKOOL SMITH HENNIGAN, P.C. LOS ANGELES, CA Blum v. Stenson, 465 U.S. 886, 895 n. (1984. In determining reasonable attorney s fees under 42 U.S.C (civil rights actions, the Supreme Court has stated that a reasonable attorney s fee means a fee that would have been deemed reasonable if billed to affluent plaintiffs by their own attorneys. Missouri v. Jenkins by Agyei, 109 S. Ct. at 2470 (quoting City of Riverside v. Rivera, 477 U.S. 561, 591 (1986 (Rehnquist, J. dissenting. Accordingly, a reasonable hourly rate is the hourly amount to which attorneys in the area with comparable skill, experience and reputation typically would be entitled as compensation. Blum v. Stenson, 465 U.S. at 895 n.. MSH respectfully submits that the hourly rates for MSH s attorneys and paraprofessionals are reasonable and appropriate in the relevant community and in view of the circumstances of this case. In each category of fees, MSH has provided the blended hourly rate of the fees charged for that category. MSH believes that these blended rates reflect the level of skill and experience required by the unusual nature of this case. MSH respectfully submits that the foregoing establishes that the fees and costs of MSH described herein are reasonable and that compensation of fees and reimbursement of costs incurred is appropriate. ACCORDINGLY, MSH requests that this Court enter an order (a granting MSH final allowance of fees for the Second Supplement Period in the amount of $57, and expenses in the amount of $528.87; (b authorizing the Trustee to pay 100% of the approved fees and expenses for the Supplement Period; (c approving the procedure for allowance of fees following January 31, 2017 and prior to the closing of the case as set forth above; and (d granting such other and further relief as the Court may deem just and proper DATED: March 27, 2017 MCKOOL SMITH HENNIGAN, P.C. By: /s/robert W. Mockler Robert W. Mockler Counsel for Ronald F. Greenspan, Chapter 7 Trustee for Brobeck, Phleger & Harrison LLP Case No SECOND SUPPLEMENT TO THIRD AND FINAL FEE APPLICATION OF MCKOOL SMITH HENNIGAN, P.C. Case: Doc# 3072 Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page of

12 Exhibit A Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 1

13 Brobeck Phleger & Harrison LLP May 1, January 31,2017 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task 5/4/ ROBERT W. MOCKLER , Draft and revise application to employ PwC and accompanying documents /5/ ROBERT W. MOCKLER Revise application to employ PwC and incorporate edits Revise application to employ PwC; correspondence re same; coordinate accompanying declarations with PwC; coordinate filing /6/ ROBERT W. MOCKLER /7/ ROBERT W. MOCKLER Coordinate filing ofapplication to employ PwC /7/ ROBERT W. MOCKLER Draft supplement to McKool Smith Hennigan fee application /8/ ROBERT W. MOCKLER Draft supplement to McKool Smith Hennigan fee application; correspondence re same // ROBERT W. MOCKLER Review draft final report; correspondence re same // ROBERT W. MOCKLER Review D. Gould fee application and exhibits and comment /13/ ROBERT W. MOCKLER Review draft correspondence to US Trustee and comment /21/ ROBERT W. MOCKLER Conference with D. Gould re case status, response to US Trustee questions /21/ ROBERT W. MOCKLER Correspondence and call with PwC re US Trustee's comments on application to employ Analyze comments by US Trustee on application to employ PwC; legal research re legal standard; correspondence re same Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 2 5/21/ ROBERT W. MOCKLER /26/ ROBERT W. MOCKLER Correspondence re status ofdiscussions with PwC re application to employ /26/ ROBERT W. MOCKLER Coordinate filing ofmckool Smith, Gould fee applications Correspondence with D. Gould, US Trustee's office re status of discussions on PwC fee application /27/ ROBERT W. MOCKLER /28/ ROBERT W. MOCKLER Conferences and correspondence with D. Gould re status /28/ ROBERT W. MOCKLER Conferences with Court re hearing on motion to employ PwC /28/ ROBERT W. MOCKLER Conference with M. Loo re motion to employ PwC, US Trustee comments /29/ ROBERT W. MOCKLER Conferences and correspondence with D. Gould re status /29/ ROBERT W. MOCKLER Review draft order on motion to dispose ofproperty Conference with PwC counsel re proposed revisions to order to employ PwC; correspondence re same /1/ ROBERT W. MOCKLER Revise proposed order re application to employ PwC, Greenspan declaration in support of application to employ and circulate /2/ ROBERT W. MOCKLER /2/ ROBERT W. MOCKLER Correspondence re availability ofbrobeck.com site /4/ ROBERT W. MOCKLER Correspondence re PwC application motion; circulate draft order /5/ ROBERT W. MOCKLER Conference with D. Gould, R. Greenspan re PwC employment application /8/ ROBERT W. MOCKLER Correspondence with M. Loo, D. Gould re PwC application /9/ ROBERT W. MOCKLER Revise supplemental Greenspan declaration in support ofpwc employment application Page 1 of6

14 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task Correspondence with M. Loo re PwC application; correspondence with PwC counsel re PwC application; correspondence with R. Greenspan, D. Gould re PwC application, supplemental Greenspan declaration /9/ ROBERT W. MOCKLER /10/ ROBERT W. MOCKLER Correspondence re fee applications, status Review order granting motion to abandon and coordinate implementation; conference with B. Beal re order, documents /10/ ROBERT W. MOCKLER // ROBERT W. MOCKLER Review draft contracts, applications re sale oflp interests, remnant assets /12/ ROBERT W. MOCKLER , Draft mutual release to implement abandonment order; correspondence re same /15/ ROBERT W. MOCKLER Analyze 9th Circuit opinion re approval oftax payments /15/ ROBERT W. MOCKLER Draft notice offiling supplemental documents re PwC application to employ /15/ ROBERT W. MOCKLER Correspondence with D. Gould, PwC, M. Loo re revised order on PwC application to employ /16/ ROBERT W. MOCKLER Correspondence with M. Loo re approval of revised PwC order /16/ ROBERT W. MOCKLER Prepare revised PwC materials for submission /16/ ROBERT W. MOCKLER Revise draft mutual releases with storage company; correspondence re same /17/ ROBERT W. MOCKLER Coordinate filing ofrevised PwC materials /18/ ROBERT W. MOCKLER Correspondence re court filings re PwC /25/ ROBERT W. MOCKLER Analyze sale agreements re remnant assets, LP interests; review draft motions /26/ ROBERT W. MOCKLER Correspondence re sale ofremnant assets, LP interests, filing ofmotion to approve /29/ ROBERT W. MOCKLER Correspondence re application for approval ofsale of remnant asses, LP interests Analyze court order on abandonment motion re payments approved by courts; conference with D. Gould re same Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 3 6/30/ ROBERT W. MOCKLER /30/ ROBERT W. MOCKLER Edit draft motions for sale ofassets and prepare for filing /1/ ROBERT W. MOCKLER , Finalize motions re sale ofassets and coordinate filing /7/ ROBERT W. MOCKLER Correspondence re assets in storage, sale ofasset motion /13/ ROBERT W. MOCKLER Review correspondence on motion to sell assets /15/ ROBERT W. MOCKLER Correspondence re sale ofassets /17/ ROBERT W. MOCKLER Conference with D. Gould re status, motion to sell assets /20/ ROBERT W. MOCKLER Conference with D. Gould, R. Greenspan re status ofmotion to sell assets, next steps /21/ ROBERT W. MOCKLER Correspondence re distribution on Enron/Contrarian claim /22/ ROBERT W. MOCKLER Draft letter to potential bidders re sale of assets; correspondence re same; revise and finalize letter /23/ ROBERT W. MOCKLER Conferences and correspondence re sale ofassets, potential offers /24/ ROBERT W. MOCKLER Correspondence re sale ofassets /27/ ROBERT W. MOCKLER Correspondence re sale ofassets, various bids /29/ ROBERT W. MOCKLER Correspondence re distribution checks /29/ ROBERT W. MOCKLER Conference with R. Greenspan re sale ofassets /29/ ROBERT W. MOCKLER Call re motion for sale ofassets; review agreements and consider strategy /30/ ROBERT W. MOCKLER Correspondence re sale ofassets /10/ ROBERT W. MOCKLER Correspondence re sale ofassets // ROBERT W. MOCKLER Draft letter re auction process and correspondence re same /12/ ROBERT W. MOCKLER Draft letter re auction process and circulate /13/ ROBERT W. MOCKLER Revise and send letter re auction procedures; review correspondence from bidders Page 2 of6

15 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task 8/14/ ROBERT W. MOCKLER Correspondence re bidding process /17/ ROBERT W. MOCKLER Draft letter re auction and send /17/ ROBERT W. MOCKLER Call re status ofsale ofassets /18/ ROBERT W. MOCKLER Draft letter re auction and send /19/ ROBERT W. MOCKLER Draft and send auction letter /20/ ROBERT W. MOCKLER Draft letter re auction and send /21/ ROBERT W. MOCKLER Correspondence re sale ofassets, auction /24/ ROBERT W. MOCKLER Draft and send auction letter /25/ ROBERT W. MOCKLER Draft and send auction letter /26/ ROBERT W. MOCKLER Draft and send auction letter /26/ ROBERT W. MOCKLER Conference re auction process; correspondence re same /27/ ROBERT W. MOCKLER Draft and send auction letter /27/ ROBERT W. MOCKLER Additional correspondence re information requested, auction process /28/ ROBERT W. MOCKLER Draft and send auction letter Correspondencere outcry option, approach to finalizing sale of assets; outline motion to approve Remnants sale /31/ ROBERT W. MOCKLER Draft letter re auction process; correspondence re same; review latest bids; research re Trustee powers re sale ofassets /1/ ROBERT W. MOCKLER , /2/ ROBER r W. MOCKLER Multiple correspondence and conferences re auction process, next steps /3/ ROBERT W. MOCKLER Correspondence re auction; correspondence with bidders re results Draft updated agreements re Remnants, Acquired Interestsand circulate; correspondence and 9/4/ ROBERT W. MOCKLER , revisions to same Review prior correspondence with US Trustee re sequencing of case windup tasks; 9/8/ ROBERT W. MOCKLER correspondence re same Correspondencere revised Remnants and AcquiredInterestsagreements; revise agreementsand circulate /8/ ROBERT W. MOCKLER , /9/ ROBERT W. MOCKLER Conferences and correspondence re revised Remnants and Acquired Interests agreements /10/ ROBERT W. MOCKLER Begin drafting renewed motion for sale ofassets pursuant to revised agreements // ROBERT W. MOCKLER Correspondence re status ofrevised asset sale agreements /13/ ROBERT W. MOCKLER Correspondence re auction issues /14/ ROBERT W. MOCKLER Research status ofpwc motion and correspondence re same /15/ ROBERT W. MOCKLER Conference with Trustee re WageWorks shares; follow up correspondence Conference with R. Greenspan, D. Gould re revisions to asset sale agreements; revise agreements and circulate /15/ ROBERT W. MOCKLER /16/ ROBERT W. MOCKLER Conference with Acquired Interests purchaser re terms ofagreements Draft correspondenceto parties to sale agreementsre WageWorksshares, revisionsto agreements; 9/16/ ROBERT W. MOCKLER correspondence re same Revise agreements for sale ofassets; draft correspondencere same; conference with purchaser re 9/17/ ROBERT W. MOCKLER same and follow up correspondence Draft letter to M. Loo, US Trustee'soffice, re next steps for closing estate; review history of 9/18/ ROBERT W. MOCKLER communications with US Trustee's office; review R. Greenspan comments on letter Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 4 9/18/ ROBERT W. MOCKLER Revise agreements for sale ofassets and finalize; circulate to parties /21/ ROBERT W. MOCKLER Revise letter to M. Loo; finalize and send Page 3 of6

16 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task 9/22/ ROBERT W. MOCKLER , Draft and revise renewed motion to approve sale ofassets /23/ ROBERT W. MOCKLER Revise request for entry oforders approving sale ofassets /24/ ROBERT W. MOCKLER Revise request for entry oforder on sale ofassets; coordinate filing /25/ ROBERT W. MOCKLER Correspondence re US Trustee response to letter /27/ ROBERT W. MOCKLER Draft motion to sell WageWorks shares /28/ ROBERT W. MOCKLER Draft motion to sell WageWorks shares; circulate draft; revise draft in response to comments /29/ ROBERT W. MOCKLER Correspondence re status ofchecks received by Trustee; status ofmotions /1/ ROBERT W. MOCKLER Conferences re US Trustee comments re filing final tax return; correspondence re same /1/ ROBERT W. MOCKLER Revise application re sale ofstock and prepare for filing; correspondence re same /2/ ROBERT W. MOCKLER Draft order on application to sell stock; coordinate filing ofapplication; correspondence re same /2/ ROBERT W. MOCKLER Review court orders re motions re sale ofproperty /5/ ROBERT W. MOCKLER Correspondence and conferences re implementation ofcourt orders on sale ofassets /7/ ROBERT W. MOCKLER Correspondence re status, call with US Trustee's office /7/ ROBERT W. MOCKLER Correspondence re payment offtinds as ordered by court /8/ ROBERT W. MOCKLER Analyze sale orders and correspondence re same /9/ ROBERT W. MOCKLER Correspondence re call with US Trustee's office /13/ ROBERT W. MOCKLER Correspondence re call with US Trustee's office /13/ ROBERT W. MOCKLER Correspondence re implementation ofcourt orders on sale ofassets /14/ ROBERT W. MOCKLER Prepare for, participate in call with US Trustee's office re status, next steps Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 5 10/14/ ROBERT W. MOCKLER Correspondence re implementation ofcourt orders re sale ofassets /16/ ROBERT W. MOCKLER Correspondence re response from US Trustee's office, tax issues /19/ ROBERT W. MOCKLER Correspondence re redactions in court record /29/ ROBERT W. MOCKLER Correspondence re case status /2/ ROBERT W. MOCKLER Correspondence re case status /9/ ROBERT W. MOCKLER Correspondence re distribution from investment /2/ ROBERT W. MOCKLER Correspondence re PwC application /8/ ROBERT W. MOCKLER Correspondence re sale ofstock, next steps /9/ ROBERT W. MOCKLER Analyze fee applications, correspondence re hearings on professional fee applications // ROBERT W. MOCKLER Correspondence re fee applications, status /15/ ROBERT W. MOCKLER Correspondence re status offinal report /16/ ROBERT W. MOCKLER Revise notice re sale ofstock and coordinate filing /18/ ROBERT W. MOCKLER Draft application to employ PwC for /21/ ROBERT W. MOCKLER Correspondence re case status /4/ ROBERT W. MOCKLER Correspondence re status /6/ ROBERT W. MOCKLER Correspondence re PwC work, case status /28/ ROBERT W. MOCKLER Review draft engagement letter with PwC, history ofengagements and correspondence re same /1/ ROBERT W. MOCKLER Review draft final report /1/ ROBERT W. MOCKLER Correspondence re PwC 2016 engagement letter Correspondence re PwC 2016 engagement letter; review draft, review past motions to approve engagement /3/ ROBERT W. MOCKLER Page 4 of6

17 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task 2/9/ ROBERT W. MOCKLER Begin drafting latest application to employ PwC /10/ ROBERT W. MOCKLER , Draft latest application to employ PwC; correspondence re same // ROBERT W. MOCKLER , Revise application to employ PwC /12/ ROBERT W. MOCKLER , Revise and finalize application to employ PwC; coordinate cite check and circulate /18/ ROBERT W. MOCKLER Follow up with PwC re motion to employ Review order approving PwC retention, history ofdiscussions re provisions ofengagement letters; correspondence with PwC re letter /26/ ROBERT W. MOCKLER /29/ ROBERT W. MOCKLER Correspondence re PwC 2016 engagement letter /2/ ROBERT W. MOCKLER Correspondence re US Trustee's office request for information, review of final report /2/ ROBERT W. MOCKLER Call with PwC re 2016 engagement letter; review history ofengagement letters /30/ ROBERT W. MOCKLER Prepare for, participate in call with PwC re 2016 engagement letter Conference and correspondence with creditor re status; research claim and correspondence re same /6/ ROBERT W. MOCKLER /20/ ROBERT W. MOCKLER Correspondence re PwC application for employment /9/ ROBERT W. MOCKLER Review and finalize motion re PwC; correspondence re same // ROBERT W. MOCKLER Correspondence re PwC motion // ROBERT W. MOCKLER Correspondence re request for information from creditor /18/ ROBERT W. MOCKLER Correspondence re creditor request for information /1/ ROBERT W. MOCKLER Correspondence re PwC engagement /3/ ROBERT W. MOCKLER Draft subpoena to Bank ofamerica; review rules re final reports /6/ ROBERT W. MOCKLER Prepare subpoena to Bank ofamerica Draft and revise application to employ PwC; draft accompanying documents and coordinate Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 6 filing /7/ ROBERT W. MOCKLER /8/ ROBERT W. MOCKLER Correspondence re BofA subpoena /8/ ROBERT W. MOCKLER Coordinate filing ofpwc motion /15/ ROBERT W. MOCKLER Correspondence re final report support /20/ ROBERT W. MOCKLER Draft letter re records fi-om Bank ofamerica /29/ ROBERT W. MOCKLER Review submission by creditor; research claim; correspondence re same /1/ ROBERT W. MOCKLER Correspondence re objection filed by creditor, response /6/ ROBERT W. MOCKLER Correspondence re creditor inquiry and response /7/ ROBERT W. MOCKLER Prepare for hearing on PwC fee application; call with objectorre same /7/ ROBERT W. MOCKLER Call with counsel for warehouse re status ofdocuments; correspondence re same Prepare for, participate in hearing re PwC fee application; summarize hearing results and coordinate preparation oforder /8/ ROBERT W. MOCKLER /2/ ROBERT W. MOCKLER Correspondence re inquiry fi-om creditor D. Bodkin; review background and issue of payment /10/ ROBERT W. MOCKLER Respond to and follow up on inquiry from creditor /16/ ROBERT W. MOCKLER Correspondence re requests fi-om US Trustee, timing /19/ ROBERT W. MOCKLER Correspondence re strategy, timing for winding up estate Research history of US Trustee review of final report; prepare for participatein call re US Trustee review ofdraft report /26/ ROBERT W. MOCKLER /7/ ROBERT W. MOCKLER Review history and draft letter re US Trustee request for information; correspondence re same Page 5 of6

18 Work Date Tkpr Timekeeper Name Bill Hours Bill Rate Bill Amount Narrative Task 9/8/ ROBERT W. MOCKLER Revise letter re US Trustee request for information /8/ ROBERT W. MOCKLER Draft and revise letter to US Trustee for request for information // ROBERT W. MOCKLER Review correspondence to US Trustee /16/ ROBERT W. MOCKLER Call with R. Greenspan re status, follow up with D. Gould /17/ ROBERT W. MOCKLER Call with US Trustee representatives; follow up calls , Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 7 Page 6 of6

19 Exhibit B Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 8

20 Mckooi Smith Hennigan Summary Charts offees And Expenses Fee Application May 1,2015-January 31, 2017 Fee Summary by Category Category Hours Billed this Period Total For Application Blended Hourly Rate Case Adminstration $ 10, $ Fee/Employment Application $ 21, $ Asset Disposition $ 26, $ Total $ 57, Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 9

21 Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 10

22 Mckool Smith Hennigan Summary Charts offees And Expenses Fee Application May 1,2015-January 31, 2017 Fee Summary by Professional Names of Professionals and Paraprofessionals Hours Billed this Period Rate Total For Application Robert Mockler $ 57, Total $ 57, Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page

23 Exhibit D Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 12

24 Mckool Smith Hennigan Summary Charts offees And Expenses Fee Application September 1, April 30, 2015 Expense Summary Expense Rate Total For Application Communication Expense 7.89 Courier Services $ In-House Photocopies ^ $.10 Per Page $ Lexis On-Line Research $ Other Research $ Postage $ Scanning $ Total $ Case: Doc# Filed: 03/27/17 Entered: 03/27/17 15:19:20 Page 13