mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 1 of 18

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1 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 1 of 18 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re: : Chapter 11 : DEWEY & LEBOEUF LLP, : Case No (MG) : Debtor. : : X ORDER, (I) APPROVING THE DEBTOR S DISCLOSURE STATEMENT; (II) SCHEDULING HEARING ON CONFIRMATION OF THE PLAN; (III) ESTABLISHING A DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; (IV) ESTABLISHING A VOTING DEADLINE FOR RECEIPT OF BALLOTS; (V) APPROVING SOLICITATION PROCEDURES, DISTRIBUTION OF SOLICITATION PACKAGES, AND ESTABLISHING A DEADLINE AND PROCEDURES FOR TEMPORARY ALLOWANCE OF CLAIMS FOR VOTING PURPOSES; (VI) APPROVING THE FORM OF BALLOTS AND VOTING INSTRUCTIONS; AND (VII) APPROVING FORM AND MANNER OF NOTICE OF HEARING ON CONFIRMATION AND RELATED ISSUES WHEREAS, Dewey & LeBoeuf LLP, as debtor and debtor in possession (the Debtor ), by its attorneys Togut, Segal & Segal LLP, filed its Second Amended Chapter 11 Plan of Liquidation of Dewey & LeBoeuf LLP, dated January 7, 2013 (as it may be amended or supplemented, the Plan ) and a Disclosure Statement Relating to the Second Amended Chapter 11 Plan of Liquidation for Dewey & LeBoeuf LLP, dated January 7, 2013 (as it may be amended or supplemented, the Disclosure Statement ) pursuant to section 1125 of title 11 of the United States Code (the Bankruptcy Code ); and

2 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 2 of 18 WHEREAS, on November 21, 2012, the Debtor filed an application (the Application ) 1 for entry of an order, pursuant to sections 105 and 1125(b) of the Bankruptcy Code and Rules 2002, 3017, 3020 and 9007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), (i) approving the Disclosure Statement, (ii) scheduling a hearing (the Confirmation Hearing ) to consider confirmation of the Plan, (iii) establishing a deadline and procedures for filing objections to confirmation of the Plan, (iv) establishing a voting deadline for receipt of ballots, (v) approving the solicitation procedures, distribution of solicitation packages, and establishing a deadline and procedures for temporary allowance of claims for voting purposes; (vi) approving the form of ballots and voting instructions; and (vii) approving the form and manner of notice of hearing on confirmation and related issues; and WHEREAS, Epiq, the Court-appointed noticing and soliciting agent in the above-captioned Chapter 11 case, served the Application setting forth the date and time of the hearing on the approval on Disclosure Statement and setting forth procedures for objecting to the Disclosure Statement on all parties entitled to receive notice; and WHEREAS, the hearing to consider the adequacy of the Disclosure Statement and to consider the relief requested in the Application was held on January 3, NOW, THEREFORE, based upon the Court s review of the Disclosure Statement, and the materials to be transmitted therewith and consideration of the ar- 1 Capitalized terms not defined herein shall have the meaning ascribed to them in the Application. 2

3 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 3 of 18 guments of counsel; all objections, responses and reservations of rights to the relief requested in the Application having been withdrawn, resolved or overruled by the Court, including those of Stephen DiCarmine and Joel I. Sanders [Docket No. 755]; Steven H. Davis [Docket No. 763]; Marija Danilunas [Docket No. 764]; the Official Committee of Former Partners [Docket No. 765]; 1301 Properties Owner LP [Docket No. 766]; the Ad Hoc Committee of Retired Partners [Docket No. 767]; and the Office of the United State Trustee [Docket No. 771]; and consideration of the Debtor s Omnibus Reply to Objections to its Disclosure Statement [Docket No. 780]; and after due deliberation and consideration, and for good and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED that: A. Proper, adequate and sufficient notice of the Application, and the hearing thereon and the deadline for filing objections to the Disclosure Statement was provided to all creditors and parties in interest in accordance with Administrative Order Establishing Case Management Procedures, dated May 30, 2012 establishing certain notice, case management and administrative procedures, and any other parties entitled to receive notice (the Case Management Order ) [Docket No. 30]. B. The Disclosure Statement, as it may have been or may be further modified to reflect changes made or ordered on the record at the hearing on the Disclosure Statement, contains adequate information within the meaning of section 1125(a) of the Bankruptcy Code. C. The procedures proposed in the Application are reasonable and appropriate. 3

4 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 4 of 18 IT IS HEREBY ORDERED that: 1. The relief requested in the Application is granted in all respects, as more fully described below. 2. The Debtor has provided adequate notice of the time fixed for filing objections and the hearing to consider approval of the Disclosure Statement in accordance with Bankruptcy Rules 2002 and 3017 and Local Bankruptcy Rules and (a). 3. Any objections to approval of the Disclosure Statement that were not withdrawn or resolved at or prior to the hearing to consider approval of the Disclosure Statement are overruled. 4. Pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017(d), the Disclosure Statement complies with all aspects of section 1125 of the Bankruptcy Code and is hereby approved as containing adequate information (as defined by section 1125(a) of the Bankruptcy Code). 5. The Plan Confirmation Schedule is approved, as follows: Date January 3, 2013 Event(s) Voting Record Date January 10, 2013; 32 calendar days prior to the Voting Deadline and Plan Objection Deadline January 21, 2013; 21 calendar days prior to the Voting Deadline and Plan Objection Deadline Mailing Solicitation Packages Deadline for Publication of the Confirmation Hearing Notice 4

5 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 5 of 18 January 21, 2013 at 5:00 p.m. prevailing Eastern Time; 21 calendar days prior to the Voting Deadline and Plan Objection Deadline February 4, 2013; 7 calendar days prior to the Voting Deadline February 11, 2013 at 5:00 p.m. prevailing Eastern Time; 11 business days prior to the Confirmation Hearing February 13, 2013 at 5:00 p.m. prevailing Eastern Time; 9 business days prior to the Confirmation Hearing February 19, 2013 at 5:00 p.m. prevailing Eastern Time; 6 business days prior to the Confirmation Hearing February 20, 2013 at 12 noon prevailing Eastern Time; 5 business days prior to the Confirmation Hearing February 27, 2013 at 10:00 a.m. prevailing Eastern Time Deadline to File Claims Estimation Motion Deadline to File Plan Supplement Voting Deadline Plan Objection Deadline Deadline for Epiq to File the Tabulation Affidavit and Cure Claims Bar Date Deadline for Replies to Confirmation Objections Confirmation Hearing 6. Pursuant to Bankruptcy Rule 3017(c), the hearing to consider confirmation of the Plan, as may be further modified or amended, shall commence on February 27, 2013 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel can be heard, before the Honorable Martin Glenn, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, Room 523, New York, New York (the Confirmation Hearing ). The Confirmation Hearing may be continued from time to time by announcing such continuance in open court, all without further notice to parties in interest, and the Plan may be modified pursuant to section 1127 of the Bankruptcy Code prior to, during, or as a re- 5

6 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 6 of 18 sult of the Confirmation Hearing, without further notice to parties in interest; provided, however, that such modifications or amendments do not materially and adversely affect any class of claims in the Plan. 7. Pursuant to Bankruptcy Rule 3020(b)(1), February 13, 2013 at 5:00 p.m. (prevailing Eastern Time) is fixed as the Plan Objection Deadline. 8. To be considered, objections to confirmation of the Plan must: (i) be in writing; (ii) state with particularity the grounds therefor and all evidence that will be presented in support thereof; (iii) be filed electronically with the Clerk of the Bankruptcy Court for the Southern District of New York, with a courtesy copy delivered to Judge Glenn s Chambers; and (iv) served in accordance with Bankruptcy Rule 3020(b) and this paragraph so that they are actually received no later than the Plan Objection Deadline by the following: For the Debtor: DEWEY & LEBOEUF LLP 1271 Avenue of the Americas Suite 4300 New York, New York with copies to: TOGUT, SEGAL & SEGAL LLP Attorneys for the Debtor One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Attn: Albert Togut, Esq. Scott E. Ratner, Esq. Scott A. Griffin, Esq. 6

7 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 7 of 18 For the Creditors Committee: BROWN RUDNICK, LLP Attorneys for the Official Committee of Unsecured Creditors Seven Times Square New York, New York Telephone: (212) Facsimile: (212) Attn: Edward Weisfelner, Esq. Howard S. Steel, Esq. For JPMorgan Chase Bank, N.A. as Agent: KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of Americas New York, New York 10036, Telephone: (212) Facsimile: (212) Attn: Kenneth H. Eckstein, Esq. Robert T. Schmidt, Esq. Daniel M. Eggermann, Esq. For the Former Partners Committee: KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York Telephone: (212) Facsimile: (212) Attn: David M. Freidman, Esq. Andrew K. Glenn, Esq. 9. If a response or objection is not timely filed and served by the Plan Objection Deadline, the responding or objecting party shall be barred from objecting to confirmation of the Plan and shall be precluded from being heard at the Confirmation Hearing. 10. Pursuant to Bankruptcy Rules 2002 and 3017(d), the Debtor shall transmit or cause to be transmitted to certain creditors, as set forth below, no later than 7

8 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 8 of 18 January 10, 2013, a solicitation package (the Solicitation Package ), containing a copy or conformed version of: (a) a notice (the Confirmation Hearing Notice ), substantially in the form attached as Exhibit 1.A hereto, of (i) the approval of the Disclosure Statement, (ii) the date of the Confirmation Hearing, (iii) the deadline and procedures for filing objections to confirmation of the Plan, (iv) the deadline and procedures for temporary allowance of claims for voting purposes, (v) the voting deadline for receipt of ballots; (b) the Disclosure Statement; (c) the Plan (which shall be furnished in the Solicitation Package as Exhibit A to the Disclosure Statement); (d) this Order; and (e) to creditors entitled to vote, a ballot for creditors holding claims in Classes 2, 3, 4 and 5 with instructions attached thereto (and a pre-addressed return envelope). The form of the Confirmation Hearing Notice complies with the requirements of Bankruptcy Rules 2002(b), 2002(d) and 3017(d) and is hereby approved. 11. Pursuant to Bankruptcy Rule 2002(l), the Debtor shall publish the Confirmation Hearing Notice (in a format modified for publication) in the global edition of the Wall Street Journal not less than 21 calendar days prior to the Voting Deadline. Such Unknown Holders Solicitation Procedures will serve as adequate notice to Unknown Holders of the approval of the Disclosure Statement, the date for the Confirmation Hearing, the Voting Record Date, the Voting Deadline and the Plan Objection Deadline to such Unknown Holders. 12. The Debtor shall provide copies of items (a) through (d) of the Solicitation Package to the United States Trustee, counsel to the Statutory Committees and those persons who have requested notice pursuant to Bankruptcy Rule

9 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 9 of The Debtor shall mail or cause to be mailed the Solicitation Package to those creditors who are entitled to vote on the Plan (i.e., (i) creditors holding claims in Class 2, Class 3, Class 4 and Class 5 who have filed a timely proof of claim 2 as to which no pending objection has been filed at least twenty-one days prior to the Voting Deadline, as defined below, or, (ii) if no proof of claim has been timely filed, those creditors in Class 2, Class 3, Class 4, and Class 5 listed on the Debtor s schedules of assets and liabilities (collectively, the Schedules ) as holding liquidated, non-contingent and undisputed claims, or whose claims have been temporarily allowed for voting purposes). The Debtor shall not be required to provide the Solicitation Package or Confirmation Hearing Notice or any other notice on account of claims that have been satisfied, waived, withdrawn, disallowed or expunged as of the date of solicitation. 14. The Debtor is also authorized to include with the Solicitation Package a letter from the Debtor setting forth the status of its recommendation to creditors with respect to the Plan, substantially in the form annexed and approved as Exhibit 1.B hereto. 15. The Debtor is also authorized to include with the Solicitation Packages a letter from the Creditors Committee setting forth the status of its recommendation to creditors with respect to the Plan substantially in the form annexed and approved as Exhibit 1.C hereto. 16. The Solicitation Procedures attached hereto as Exhibit 1.D and in- 2 For purposes of this Application, timely filed proofs of claim shall include proofs of claim deemed timely filed by the Court prior to the Voting Record Date (defined below). 9

10 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 10 of 18 corporated by reference herein, are hereby approved in their entirety, provided that the Debtor reserves the right to amend or supplement the Solicitation Procedures to better facilitate the solicitation process. 17. The procedures for distribution of the Solicitation Packages set forth in the Application and the Solicitation Procedures satisfy the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules, and the Debtor shall distribute or cause to be distributed Solicitation Packages to all parties entitled to vote to accept or reject the Plan; provided, further, that with respect to the distribution of Solicitation Packages and Ballots to holders of either (i) Secured Lender Claims in Class 2, or (ii) the deficiency claims of the Secured Lenders in Class 4 (the Secured Lender Deficiency Claims ), who will be identified by JPMorgan Chase Bank, N.A., in its capacity as collateral agent (the Collateral Agent ) under the Intercreditor Agreement dated as of April 16, 2010 among the Collateral Agent and the Secured Lenders, as amended, modified or otherwise supplemented from time to time, the Collateral Agent shall be entitled to rely solely upon (without any independent investigation) information provided to the Collateral Agent under the Intercreditor Agreement, and the Collateral Agent shall not incur any liability for so relying on and in providing such information to the Debtor. 18. The Debtor is not required to mail Ballots, or copies of the Plan and the Disclosure Statement to holders of Claims or Interests in Classes not entitled to vote on the Plan (i.e., those Classes other than Classes 2, 3, 4 and 5) or holders of Claims that are unclassified under the Plan. 10

11 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 11 of The Debtor shall mail or cause to be mailed to holders of Claims whose Claims are subject to an objection, or, if no proof of claim has been timely filed, that are scheduled as disputed, contingent or unliquidated, as of the Voting Record Date a Non-Voting Status Notice with Respect to Disputed Claims (the Disputed Claim Notice ), substantially in the form annexed hereto as Exhibit 1.E in lieu of the Solicitation Package. The Disputed Claim Notice will explain to such holders their nonvoting status and that such holder may obtain certain materials in the Solicitation Package from Package from Epiq, the Debtor s soliciting and balloting agent. The Disputed Claim Notice will inform relevant holders that their respective Claim is subject to an objection, or has been scheduled as disputed, contingent or unliquidated, and that the Holder of such Claim cannot vote any disputed portion of its Claim unless a Resolution Event have taken place at least five (5) business days before the Voting Deadline. The Disputed Claim Notice complies with the Bankruptcy Code and is approved. 20. If the holder of a Claim receives a Solicitation Package and the Debtor objects to such Claim after the Voting Record Date, but at least 28 days prior to the Voting Deadline, the Debtor s notice of objection will inform such holder of the rules applicable to Claims and Interests subject to a pending objection and the procedures for temporary allowance for voting purposes. Furthermore, if the holder of a Claim receives a Solicitation Package and the Debtor objects to such Claim less than 28 days prior to the Voting Deadline, the holder s Claim shall be deemed temporarily allowed for voting purposes only without further action by the holder of such Claim and without further order of the Bankruptcy Court. 11

12 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 12 of All votes to accept or reject the Plan must be cast by using the appropriate Ballot. The Ballots and the voting instructions, substantially in the form attached to the Ballots are annexed hereto as Exhibit 1.F, Exhibit 1.G., Exhibit 1.H., and Exhibit 1.I. respectively, are hereby approved. 22. All Ballots must be properly executed, completed, and delivered according to their applicable voting instructions by: (a) first class mail, in the return envelope provided with each Ballot; (b) overnight courier; or (c) personal delivery, so that the Ballots are actually received by Epiq no later than the Voting Deadline at the return address set forth in the applicable Ballot. 23. January 3, 2013 (the Voting Record Date ) shall be the date by which the claims register maintained by Epiq, and the records maintained by the Collateral Agent, shall be deemed closed for the purposes of determining whether a holder of an Eligible Claim is a record holder entitled to vote on the Plan. The Debtor, Epiq and the Collateral Agent shall have no obligation to recognize for purposes of voting on the Plan any Claim transferred after the Voting Record Date. With respect to transfers of eligible claims filed pursuant to Bankruptcy Rule 3001, the holder of an eligible Claim as of the Voting Record Date shall be the transferor of such claim unless the documentation evidencing such transfer was docketed by the Court on or before 21 days prior to the Voting Record Date and no timely objection with respect to such transfer was filed by the transferor. 24. Pursuant to Bankruptcy Rule 3017(c), to be counted, Ballots for accepting or rejecting the Plan must be received by the Debtor no later than 5:00 p.m. 12

13 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 13 of 18 (prevailing Eastern Time) on February 11, 2013 (the Voting Deadline ). Ballots must be hand delivery or overnight mail at: Dewey & LeBoeuf LLP Ballot Processing c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY Telephone: (646) or by first class mail at: Dewey & Leboeuf LLP Ballot Processing c/o Epiq Bankruptcy Solutions, LLC FDR Station P.O. Box 5014 New York, NY Telephone: (646) Ballots may be preprinted with dollars amounts of claims as (i) reflected in the Debtor s records as of the Voting Record Date, (ii) or provided by the Collateral Agent for Secured Lender Claims in Class 2, or Secured Lender Deficiency Claims in Class 4 (and in providing the amount of such Secured Lender Claims and such Secured Lender Deficiency Claims, the Collateral Agent (without any independent investigation) shall be entitled to rely solely upon, and shall not incur any liability for so relying upon, information provided to the Collateral Agent under the Intercreditor Agreement). If ballots are preprinted, then the preprinted amounts shall be used in tabulating the votes unless the holder of the claim obtains an order from the Court under Bankruptcy Rule 3018(a). The amount and classification of a claim listed on a ballot shall be without prejudice to the Debtor s right to object to the claim, except as to Secured Lender Claims and Secured Lender Deficiency Claims. Epiq is authorized, but 13

14 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 14 of 18 not directed to contact any party submitting a Ballot to clarify any issues with respect to such submitted ballot if it is ambiguous or not properly completed. 26. The Debtor shall be excused from mailing Solicitation Packages to those entities to whom the Debtor mailed a notice regarding the Disclosure Statement Hearing and received a notice from the United States Postal Service or other carrier that such notice was undeliverable unless such entity provides the Debtor, through the Notice, Claims and Solicitation Agent, an accurate address not less than ten calendar days prior to the Solicitation Date. If an entity has changed its mailing address after the Petition Date, the burden is on such entity, not the Debtor, to advise the Debtor and the Notice, Claims and Solicitation Agent of the new address. 27. Pursuant to section 1123(a)(1) of the Bankruptcy Code and as reflected in Article II of the proposed Plan, Administrative Claims and Priority Tax Claims are not classified under the Plan. Section 14.5 of the Plan also provides that the Unimpaired Classes are deemed to accept the Plan and, therefore, holders of Non Tax Claims are not entitled to vote on the Plan. Instead of Solicitation Packages, the Debtor shall mail or cause to be mailed to holders of Administrative Claims and Priority Tax Claims a notice of non-voting status (a Non-Voting Status Notice ) substantially in the form annexed hereto as Exhibit 1.J The Non-Voting Status Notice will explain to such holders their non-voting status and that such holder may obtain certain materials in the Solicitation Package from Epiq. The Non-Voting Status Notice complies with the Bankruptcy Code and is approved. 28. The Debtor shall mail or cause to be mailed a Notice with Respect 14

15 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 15 of 18 to Unimpaired Class Deemed to Accept the Debtor s Plan of Liquidation under Chapter 11 of the Bankruptcy Code, substantially in the form annexed hereto as Exhibit 1.K (the Non-Voting Status Notice Deemed to Accept ), in lieu of the Solicitation Package, to the holders of Claims in the Unimpaired Classes. The Non-Voting Status Notice- Deemed to Accept will explain to such holders their non-voting status and that such holder may obtain certain materials in the Solicitation Package from Epiq. The Non- Voting Status Notice-Deemed to Accept complies with the Bankruptcy Code and is approved. 29. The Debtor shall mail or cause to be mailed the Non-Voting Status Notice with Respect to Impaired Classes Deemed to Reject the Debtor s Plan of Liquidation Under Chapter 11 of the Bankruptcy Code, substantially in the form annexed hereto as Exhibit 1.L and Exhibit 1.M (the Non-Voting Status Notice Deemed to Reject ), in lieu of the Solicitation Package, to the holders of Claims and Interests in Class 6 and Class 7, the Non-Voting Impaired Classes. The Non-Voting Status Notice-Deemed to Reject will explain to such holders their non-voting status and that such holder may obtain certain materials in the Solicitation Package from Epiq. The Non-Voting Status Notice-Deemed to Reject complies with the Bankruptcy Code and is approved. 30. The Debtor shall mail or cause to be mailed to counterparties to executory contracts and unexpired a Notice to Contract and Lease Counterparties, substantially in the form annexed hereto as Exhibit 1.N (the Notice to Contract and Lease Counterparties ) which will ensure that notice of assumption or rejection of their contract or lease pursuant to Article X of the Plan, shall be on or before the Plan Supple- 15

16 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 16 of 18 ment Filing Date, which, under the Plan, is the latest date by which the Debtor may file (a) a separate notice or motion to reject executory contracts or unexpired leases or (b) as part of the Plan Supplement, the list of executory contracts or unexpired leases to be rejected pursuant to the Plan. If any of these counterparties is also a holder of a Claim or Interest in Classes 2, 3, 4 or 5, such counterparty shall also receive a Solicitation Package in accordance with the Solicitation Procedures. The Notice to Contract and Lease Counterparties complies with the Bankruptcy Code and is approved. 31. The Disclosure Statement, the Plan, the Ballots provides holders of Claims and Interests and other parties in interest with sufficient notice regarding the release, exculpation, and injunction provisions contained in the Plan in compliance with Bankruptcy Rule 3016(c). 32. Service of copies of this Order, the Disclosure Statement, the Plan, the Confirmation Hearing Notice, the Solicitation Package and the other notices and documents described herein in the time and manner set forth in this Order shall be adequate and sufficient and no further notice is necessary. 33. With respect to addresses from which Disclosure Statement Hearing Notices or Solicitation Packages are returned as undeliverable by the United States Postal Service and for which there is no known forwarding address, such persons or entities shall be deemed unknown creditors for notice purposes, and failure to mail copies of this Order, the Disclosure Statement, the Plan, the Notice of Confirmation Hearing, the Solicitation Package and the other notices and documents described herein, shall not constitute a failure to give adequate and sufficient notice to such creditors. Further, to 16

17 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 17 of 18 the extent that notices of the Disclosure Statement Hearing mailed to holders of Claims were returned by the United States Postal Service or other carrier as undeliverable, the Debtor shall not be required to mail Solicitation Packages to those entities listed at such addresses, unless the Debtor, through Epiq (as a result of such entity writing to Epiq) is provided with accurate addresses for such entities not less than fourteen calendar days prior to the Voting Deadline. 34. The Debtor is authorized to make nonsubstantive changes to the Disclosure Statement, the Plan, and related documents without further order of the Court, including without limitation changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation Package prior to their mailing. 35. The Debtor is authorized and empowered to take such steps, incur and pay such costs and expenses, including such costs and expenses incurred by Epiq to execute such documents and do such things as may be reasonably necessary to fulfill the notice requirements established by this Order. 36. Epiq is authorized and directed to take any action reasonably necessary to accomplish the solicitation and ballot tabulation, including, without limitation, to review, tabulate, and make preliminary determinations as to the validity of all acceptances and rejections of the Plan and to provide an affidavit setting forth the results of such tabulation to the Court prior to the date of the Confirmation Hearing. 17

18 mg Doc 810 Filed 01/07/13 Entered 01/07/13 16:55:58 Main Document Pg 18 of The terms of this Order shall be binding upon the Debtor, all holders of Claims and Interests, and any trustees appointed under chapter 7 or chapter 11 of the Bankruptcy Code relating to the Debtor and all other parties in interest. 38. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 39. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application 40. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 41. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: January 7, 2013 New York, New York /s/martin Glenn MARTIN GLENN United States Bankruptcy Judge 18

19 Confirmaton Hearing Notice Pg 1 of 93 EXHIBIT 1.A Confirmation Hearing Notice

20 Confirmaton Hearing Notice Pg 2 of 93 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Scott E. Ratner Scott A. Griffin Hearing Date: February 27, 2013 at 10:00 a.m. Objections Due: February 13, 2013 at 5:00 p.m. Counsel to the Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re: : Chapter 11 : DEWEY & LEBOEUF LLP, : Case No (MG) : Debtor. : : X NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT; (II) HEARING ON CONFIRMATION OF PLAN OF LIQUIDATION; (III) DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) VOTING DEADLINE FOR RECEIPT OF BALLOTS TO: ALL KNOWN HOLDERS OF CLAIMS AGAINST THE DEBTOR AND ALL KNOWN HOLDERS OF INTERESTS IN THE ABOVE-CAPTIONED CHAPTER 11 CASE PLEASE TAKE NOTICE that, upon the application dated November 21, 2012 (the Application ) 1 of Dewey & LeBoeuf LLP, as debtor and debtor-in-possession (the Debtor ), in the above-captioned case, by and through its undersigned counsel, Togut, Segal & Segal LLP, and after a hearing held on January 3, 2013, the Court entered an order on January 7, 2013 (the Disclosure Statement Order ), providing for the following: 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application or in the Plan (defined below), as applicable.

21 Confirmaton Hearing Notice Pg 3 of 93 APPROVAL OF DISCLOSURE STATEMENT 1. Pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017(b), the Disclosure Statement Relating to the Second Amended Chapter 11 Plan of Liquidation for Dewey & LeBoeuf LLP, dated January 7, 2013 (as it may be amended or supplemented, the Disclosure Statement ) for the Second Amended Chapter 11 Plan of Liquidation of Dewey & LeBoeuf LLP, dated January 7, 2013 (as it may be amended or supplemented, the Plan ) is approved in all respects (the Disclosure Statement Order ). 2. Copies of the Disclosure Statement Order, the Disclosure Statement and Plan and the Solicitation Package (excluding the ballots) may be obtained: (a) from Epiq Bankruptcy Solutions, LLC ( Epiq ), the Debtor s claims, soliciting and balloting agent, (i) at the following website: or (ii) by contacting the Dewey & LeBoeuf LLP Ballot Processing c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5014, New York, NY , Telephone: (646) or (b) for a fee via PACER at CONFIRMATION HEARING DATE 3. Pursuant to Bankruptcy Rule 3017(c), the hearing to consider confirmation of the Plan (the Confirmation Hearing ), shall commence on February 27, 2013 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel may be heard, before the Honorable Martin Glenn, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, Room 501, New York, New York. The Confirmation Hearing may be continued from time to time by announcing such continuance in open Court or upon the Debtor s filing of a notice of adjournment, all without further notice to parties in interest, and the Plan may be modified pursuant to section 1127 of the Bankruptcy Code prior to, during or as a result of the Confirmation Hearing, without further notice to parties in interest; provided, however, that the modification does not materially and adversely affect any Class of Claims in the Plan. DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION 4. Pursuant to Bankruptcy Rule 3020(b)(1), February 13, 2013 at 5:00 p.m. (prevailing Eastern Time) is fixed as the last date for filing and serving objections to confirmation of the Plan (the Plan Objection Deadline ). 5. To be considered, objections to confirmation of the Plan must (i) be in writing, (ii) state with particularity the grounds for the objection and all evidence that will be presented in support thereof, (iii) be filed electronically no later than the Plan

22 Confirmaton Hearing Notice Pg 4 of 93 Objection Deadline with the Clerk of the United States Bankruptcy Court for the Southern District of New York, with a courtesy copy delivered to Judge Glenn s Chambers and (iv) be served, in accordance with Bankruptcy Rule 3020(b) and this paragraph, so that they are actually received no later than the Plan Objection Deadline by the following:

23 Confirmaton Hearing Notice Pg 5 of 93 For the Debtor: DEWEY & LEBOEUF LLP 1271 Avenue of the Americas Suite 4300 New York, New York with copies to: TOGUT, SEGAL & SEGAL LLP Attorneys for the Debtor One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Attn: Albert Togut, Esq. Scott E. Ratner, Esq. Scott A. Griffin, Esq. For the Creditors Committee: BROWN RUDNICK, LLP Attorneys for the Official Committee of Unsecured Creditors Seven Times Square New York, New York Telephone: (212) Facsimile: (212) Attn: Edward Weisfelner, Esq. Howard S. Steel, Esq. For JPMorgan Chase Bank, N.A. as Agent: KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of Americas New York, New York 10036, Telephone: (212) Facsimile: (212) Attn: Kenneth H. Eckstein, Esq. Robert T. Schmidt, Esq. Daniel M. Eggermann, Esq. For the Former Partners Committee:

24 Confirmaton Hearing Notice Pg 6 of 93 KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York Telephone: (212) Facsimile: (212) Attn: David M. Freidman, Esq. Andrew K. Glenn, Esq. Objections that do not contain the information described above or that are not filed and served by the time and date and in the manner set forth above will not be considered and shall be overruled. ESTABLISHMENT OF VOTING RECORD DATE 6. January 3, 2013 is the date by which the claims register maintained by Epiq, and the records maintained by the Collateral Agent, shall be deemed closed for purposes of determining whether an eligible Claim is a record holder entitled to vote on the Plan (the Voting Record Date ). The Debtor, Epiq and the Collateral Agent shall have no obligation to recognize for purposes of voting on the Plan any eligible Claim transferred after the Voting Record Date. With respect to transfers of Claims filed pursuant to Bankruptcy Rule 3001, the holder of a Claim as of the Voting Record Date shall be the transferor of such Claim unless the documentation evidencing such transfer was docketed by the Court on or before 21 days prior to the Voting Record Date and no timely objection with respect to the transfer was filed by the transferor. VOTING DEADLINE FOR RECEIPT OF BALLOTS 7. Pursuant to Bankruptcy Rule 3017(c), to be counted, ballots for accepting or rejecting the Plan must be received by the Debtor no later than 5:00 p.m. (prevailing Eastern Time), on February 11, 2013 (the Voting Deadline ). Ballots may not be cast by facsimile transmission or other means of electronic submission. 8. Unless waived by the Debtor, Ballots that are not received by the Voting Deadline will not be counted. RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS 9. Please be advised that Article XI of the Plan contains the following release and bar order provisions concerning the Partner Contribution Plan (the PCP ): The Participating Partner Injunctions Upon the Effective Date (as defined in the Plan), all Persons and entities are enjoined and barred from commencing or continuing any and all past, present or fu-

25 Confirmaton Hearing Notice Pg 7 of 93 ture Claims or Causes of Action and from asserting any and all allegations of liability or damages, of whatever kind, nature or description, direct or indirect, in law, equity or arbitration, absolute or contingent, in tort, contract, statutory liability or otherwise, whether or not based on strict liability, negligence, gross negligence, fraud, breach of fiduciary duty or otherwise (including attorneys fees, costs or disbursements), against a Participating Partner based on, relating to, or arising from, the Debtor Released Claims, including any Claim that is duplicative of any Claim of the Debtor, is derivative of any Claim of the Debtor, or could have been brought by or on behalf of the Debtor or its Estate including, subject to the limitations set forth in the PCPs, Claims based on alter ego or veil piercing or similar doctrine or otherwise based on the contention that the Partners of the Debtor or its Predecessor Entities or Related Entities are liable for the debts of the Debtor, and further including: i. The commencement or continuation in any manner, directly or indirectly, of any suit, action or other proceeding against or affecting a Participating Partner; ii. The enforcement, levy or attachment, collection or other recovery by any means in any manner, whether directly or indirectly on any judgment, award, decree or other order against a Participating Partner; iii. The creation, perfection or other enforcement in any manner directly or indirectly, of any encumbrance against a Participating Partner; iv. The set-off or assertion in any manner of a right to seek reimbursement, indemnification, contribution from or subrogation against or otherwise recoup in any manner, directly or indirectly, any amount against a Participating Partner; and v. Any act to obtain possession of property or exercise control over the property of a Participating Partner. Bar Order (a) Any and all Persons (including any Non-Participating Partners) shall be permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any Claim against any Participating Partner or his or her estate, family members, administrators, successors, and assigns (collectively, the Releasees ) arising under any federal, state, or foreign statutory or common-law rule, however styled, whether for indemnification or contribution or otherwise denominated, where such Claim is, or arises from, the Debtor Released Claims and the alleged injury to such Person arises from that Person s alleged liability to the Debtor, including any such Claim in which a Person seeks to recover from any of the Releasees (i) any amounts that such Person has or might become liable to pay to the Debtor and/or (ii) any costs, expenses, or attorneys fees from defending any Claim by the Debtor. All such Claims are hereby extinguished, discharged, satisfied, and unenforceable. The

26 Confirmaton Hearing Notice Pg 8 of 93 provisions herein are intended to preclude any liability of any of the Releasees to any Person for indemnification, contribution, or otherwise, on any such Claim that is, or arises from, the Debtor Released Claims and where the alleged injury to such Person arises from that Person s alleged liability to the Debtor; provided, however, that if the Debtor obtains any judgment against any such Person based upon, arising out of, or relating to the Debtor Released Claims for which such Person and any of the Releasees are found to be jointly liable, such Person shall be entitled to a judgment credit equal to an amount that corresponds to the Releasees percentage of responsibility for the loss to the Debtor. (b) Each and every Releasee is permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any Claim against any other Person (including any other Releasee and any Non-Participating Partner) arising under any federal, state, or foreign statutory or common-law rule, however styled, whether for indemnification or contribution or otherwise denominated, including Claims for breach of contract and for misrepresentation, where the Claim is or arises from the Debtor Released Claims and the alleged injury to such Releasee arises from that Releasee s alleged liability to the Debtor, including any Claim in which any Releasee seeks to recover from any Person(including another Releasee) (i) any amounts any such Releasee has or might become liable to pay to the Debtor and/or (ii) any costs, expenses, or attorneys fees from defending any Claim by the Debtor. All such Claims are hereby extinguished, discharged, satisfied and unenforceable. (c) Notwithstanding anything stated herein, if any Person (for purposes of this Subsection (c), a Petitioner ) commences against any of the Releasees any action either (i) asserting a Claim that is, or arises from, the Debtor Released Claims and where the alleged injury to such Person arises from that Person s alleged liability to the Debtor or (ii) seeking contribution or indemnity for any liability or expenses incurred in connection with any such Claim, and if such action or Claim is not barred by a court pursuant to the provisions of this Section, neither this Section nor the PCPs shall bar Claims by that Releasee against (x) such Petitioner, (y) any Person who is or was controlled by, controlling, or under common control with the Petitioner, whose assets or estate are or were controlled, represented, or administered by the Petitioner, or as to whose Claims the Petitioner has succeeded, and (z) any Person that participated with any of the preceding Persons described in items (i) and (ii) of this Subsection (c) in connection with the assertion of the Claim brought against the Releasee(s). (d) The Debtor, and following the Effective Date the Liquidation Trustee, shall use reasonable efforts in settling any Claim with any other Person who is not a Participating Partner, to obtain from such Person a release of any and all Claims based upon, arising out of, or relating to the Debtor Released Claims that the Person might have against any of the Releasees.

27 Confirmaton Hearing Notice Pg 9 of 93 (e) If any term of this Section is held to be unenforceable, such provision shall be substituted with such other provision as may be necessary to afford all of the Releasees the fullest protection permitted by law from any Claim that is based upon, arises out of, or relates to the Debtor Released Claims. Secured Lender Releases of Participating Partners Upon the PCP Effective Date, Releasing Secured Lenders, solely in their capacity as holders of Claims under the Credit Agreement and Note Agreement, shall be deemed to have released each Participating Partner from any and all Claims that the Releasing Secured Lenders hold against such Participating Partners, solely to the extent such Claims relate to the Debtor, Predecessor Entities, or a Related Entity. Limitation on Releases and Injunction Notwithstanding anything contained herein to the contrary, with the exception of the Claims enjoined by the Bar Order and the claims released by releasing secured lenders pursuant to section 11.4 of the plan, nothing in this Plan shall be deemed to release, enjoin, bar or impair (i) any Claim or Cause of Action that is not derivative of a Claim or right assertable by or belonging to the Debtor or its Estate; or (ii) any Unfinished Business Claims, provided, however, that any Claims between or among any Participating Partners relating to the affairs of the Debtor shall be deemed released, and any Unfinished Business Claims against Participating Partners executing PCPs that include a release of such Unfinished Business Claims shall be deemed released and Persons seeking to assert such Claims shall be permanently barred and enjoined from doing so. Nothing in this Plan shall be deemed to enjoin, bar, or restrain any of the Non- Releasing Parties from asserting or establishing that such Non-Released Party is only liable for its proportionate share of any harm, or asserting or establishing any other right of set-off, to the extent permitted under any applicable legal principle, including, but not limited to, New York General Obligations Law , indemnity, or contribution. 10. Please be advised that Article XIII of the Plan contains the following injunction, release, and exculpation provisions: General Injunctions The Plan will provide, among other things, that, as of the Effective Date, the following provisions shall apply and shall be fully set forth in the Confirmation Order. (i) Injunctions Against Interference with Consummation or Implementation of Plan. Upon the Effective Date all holders of Claims or Interests shall be enjoined from commencing or continuing any judicial or administrative proceeding or employing any process against the Debtor, the Estate, the Wind-Down Committee,

28 Confirmaton Hearing Notice Pg 10 of 93 the Collateral Agent, the Administrative Agent, the Liquidation Trustee or the Secured Lender Trustee, the Liquidation Trust or the Secured Lender Trust, with the intent or effect of interfering with the consummation and implementation of this Plan and the transfers, payments and Distributions to be made hereunder. (ii) Injunction Against Prosecution of Causes of Action. Except as otherwise specifically provided for by this Plan, as and from the Effective Date, all Persons shall be enjoined from (i) the commencement or continuation of any action, employment of process, or act to collect, offset, or recover any Claim or Cause of Action (ii) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order; (iii) the creation, perfection or enforcement of any encumbrance of any kind; and/or (iv) the assertion of any right of setoff, counterclaim, exculpation, subrogation or recoupment of any kind; in each case against the Debtor, its Estate, the Wind-Down Committee, the Secured Lender Parties, the Statutory Committees, the Liquidation Trust, the Secured Lender Trust, the Liquidation Trustee, the Secured Lender Trustee or any of their respective agents, members, employees and professionals (acting in such capacity) to the extent satisfied, or released, or enjoined elsewhere under this Plan, to the fullest extent authorized or provided by the Bankruptcy Code; provided, however, that (a) nothing herein is intended to impair, alter or affect any valid right of or to setoff, counterclaim, exculpation, subrogation or recoupment that a Person may have under the Bankruptcy Code or other applicable law, and (b) this provision shall not limit the rights and powers vested in the Liquidation Trustee or Secured Lender Trustee under any other provisions of this Plan. Releases by the Debtor and its Estate Except for the right to enforce this Plan, the Debtor shall, on its own behalf and on behalf of its Estate, effective upon occurrence of the Effective Date, be deemed to forever release, waive and discharge the Released Parties of and from any and all Claims, demands, Causes of Action and the like, existing as of the Effective Date or thereafter arising from any act, omission, event, or other occurrence that occurred on or prior to the Effective Date, whether direct or derivative, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, known or unknown, foreseen or unforeseen, at law, in equity or otherwise; provided, however, other than with respect to the Secured Lender Parties, the foregoing releases, waivers and discharges shall not extend to liability that results from willful misconduct or gross negligence (as determined by a Final Order). Such release, waiver and discharge shall not operate as a release, waiver or discharge of any Released Party in respect of any express contractual obligation of any such party effective from and after the Effective Date. All Distributions Received in Full and Final Satisfaction Except as otherwise set forth in the Plan, all payments and all Distributions to

29 Confirmaton Hearing Notice Pg 11 of 93 be made in accordance with the Plan on account of Claims (including Administrative Claims) shall be received in full and final satisfaction, settlement, release and discharge of such Claims as against the Debtor, its property and the Estate. On and after the Effective Date, the Debtor is released from all Claims and other liabilities in existence one day prior to the Effective Date, subject to the continuing obligations of the Liquidation Trustee and the Secured Lender Trustee under the Plan. Exculpation To the extent permitted by applicable law and approved by the Bankruptcy Court, the Debtor, the Wind-Down Committee and the Statutory Committees, and their respective agents, members, managers, officers, directors, employees (in all cases, excluding Steven H. Davis, Stephen DiCarmine, and Joel Sanders) and Professionals (acting in such capacity), shall not have any liability to any Person for any act taken or omitted to be taken in connection with or related to the formulation, preparation, dissemination, implementation, administration, confirmation or consummation of the Plan, the Disclosure Statement, Plan Supplement or any contract, instrument, release or other agreement or document created or entered into in connection with the Plan, or any act taken or omitted to be taken with respect to, or any contract, instrument, release or other agreement or document created or entered into in connection with, the Debtor during the Bankruptcy Case, provided, however, the foregoing releases and exculpations shall not extend to acts of willful misconduct or gross negligence. Nothing in Section 13.6 of the Plan shall be construed to alter, impair, or affect any release, waiver, or injunction provided elsewhere in this Plan or with respect to the terms approved relating to, inter alia, waivers and releases afforded under the PCPs. Governmental Carve-Out Nothing in the Plan or the Confirmation Order shall (i) effect a release of any Claim of, (ii) enjoin from bringing any Claim, suit, action or other proceedings by, or (iii) exculpate any party from any liability to, the United States Government or any of its agencies or any state or local government within the United States, arising under (v) the federal securities laws, (w) the Employment Retirement Income Security Act of 1974, as amended, (x) the Internal Revenue Code, (y) the environmental laws or (z) any criminal laws of the United States. YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, IN- CLUDING THE RELEASE, EXCULPATION AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED. Dated: New York, New York, 2013 BY ORDER OF THE BANKRUPTCY COURT