UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

Transcription

1 STEVEN H. FELDERSTEIN, State Bar No. 0 THOMAS A. WILLOUGHBY, State Bar No. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 00 Capitol Mall, Suite 0 Sacramento, CA Telephone: () -00 Facsimile: () - Proposed Attorneys for The Official Committee of Unsecured Creditors In re: HELLER EHRMAN LLP, Debtors. UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION CASE NO.: 0- Chapter [NO HEARING REQUIRED] DECLARATION OF STEVEN H. FELDERSTEIN IN SUPPORT OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS APPLICATION TO EMPLOY FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP AS BANKRUPTCY COUNSEL I, Steven H. Felderstein, declare: 1. I am an attorney duly licensed to practice law in the State of California and a partner with Felderstein Fitzgerald Willoughby & Pascuzzi LLP, the proposed attorneys for the Official Committee of Unsecured Creditors (the Committee ). If called as a witness, I would and could testify competently to the matters stated herein.. This declaration is submitted pursuant to Bankruptcy Rule (a) in support of the Application by the Official Committee of Unsecured Creditors to Employ Felderstein Fitzgerald Willoughby & Pascuzzi LLP as its counsel (the Application ). I have read the Application and hereby incorporate its factual statements.. At the conclusion of a selection process completed on January, 0, the members of the Committee selected Felderstein Fitzgerald Willoughby & Pascuzzi LLP, Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page 1 of

2 Capitol Mall, Suite 0, Sacramento, California - ( FFWP ) to be engaged, subject to this Court s approval, as counsel to the Committee. A true and correct copy of FFWP s resume describing the qualifications of its attorneys is attached here to as Exhibit A and incorporated herein by reference.. I believe Felderstein Fitzgerald Willoughby & Pascuzzi LLP is disinterested within the meaning of U.S.C. Section 1() and is authorized to be employed under Section 0 of the Bankruptcy Code. FFWP does not represent any entity having an adverse interest in connection with the Debtors cases, nor does FFWP have any adverse interest in this matter. FFWP is not a creditor, equity security holder or an insider of the Debtor. Neither FFWP, nor any attorney at FFWP, is or has ever been a director, officer or employee of the Debtor at any time.. As of the date of this Declaration, the Debtor has not filed its Schedules of Assets and Liabilities or Statement of Financial Affairs so FFWP has not been able to run a conflict check on all of the Debtor s creditors. I have reviewed the list of largest unsecured creditors, the list of equity security holders and the Debtor s known secured creditors and I have made reasonable inquiries of FFWP's lawyers and staff to determine the nature of the connections described herein. I have reviewed FFWP s client list and do not believe that any of FFWP s current representations pose an adverse interest in connection with the case, or disqualify FFWP from representation of the Committee under the Bankruptcy Code. FFWP has run a computerized conflict check on the following parties: (a) the Debtor; (b) the Debtors secured creditors as listed in the Debtor s cash collateral motion and related service lists; (c) the list of creditors holding largest unsecured claims; and (d) the list of equity security holders.. To the best of my knowledge, neither I nor any other attorneys or employees of FFWP have any business or social connections with the Debtors, their creditors, their equity security holders, or with any parties in interest, their respective attorneys or accountants, or with the Office of the United States Trustee or any persons employed in the office of the United States Trustee, except as follows: a. Bush Associates, a landlord that is one of the Debtor s largest unsecured creditors and Chairman of the Official Unsecured Creditors Committee, is owned by -- Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page of

3 Hines. Hines is the landlord for the office space that FFWP currently leases for its business. FFWP does not believe this connection is a conflict of interest. b. FFWP partners Steven H. Felderstein and Donald W. Fitzgerald know well and have practiced with Peter Benvenutti, chair of the Debtor s Dissolution Committee in cases where FFWP s client and the Debtor s former client were aligned or on opposite sides of the case. Also Messers. Felderstein and Fitzgerald have socialized with Mr. Benvenutti at professional meetings and conferences such as the CBF and ACB annual meetings. c. Citibank is a secured creditor herein. FFWP s firm credit cards are Citibank credit cards which are paid in full each month. d. The partners of FFWP have all been polled and none own stock in either Citibank or Bank of America, the Debtor s secured creditors. However, there may be and likely are holdings in either Citibank or Bank of America in mutual funds owned by the partners. e. The Debtors creditors may include creditors who have appeared as creditors or adverse parties in matters previously or currently being handled by FFWP that are unrelated to this case. f. The Debtors creditors may include entities that FFWP currently uses in the ordinary course of its business such as Federal Express and the like. g. I was formerly a partner with Diepenbrock, Wulff, Plant & Hannegan, LLP and Felderstein Rosenburg & McManus. h. Donald W. Fitzgerald, a partner in this office, was formerly a partner with Kronick, Moskovitz, Tiedemann & Girard LLC. i. Thomas A. Willoughby, a partner in this office, was formerly a partner with Diepenbrock, Wulff, Plant & Hannegan, LLP. j. Paul J. Pascuzzi, a partner in this office, was formerly an associate with Diepenbrock, Wulff, Plant & Hannegan, LLP. k. Eastern District of California Bankruptcy Judges Michael S. McManus, and Whitney Rimel were formerly partners at Diepenbrock, Wulff, Plant & Hannegan, LLP. -- Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page of

4 l. Thomas A. McManus, a legal assistant formerly employed by this office, is the brother of Judge McManus. m. L. Renee Morgan, a paralegal specialist employed by the Sacramento division of the Office of the United States Trustee, was employed by Diepenbrock, Wulff, Plant & Hannegan, LLP as a paralegal from through. n. Lynne C. Knight, a paralegal specialist employed by the San Jose division of the Office of the United States Trustee, was employed by Diepenbrock, Wulff, Plant & Hannegan, LLP as a paralegal from through.. I do not believe that any of these connections render FFWP not disinterested within the meaning of U.S.C and.. FFWP has agreed to undertake this matter at its standard hourly rates which as of the date of this Application are as follows: Steven H. Felderstein Partner $ Donald W. Fitzgerald Partner $ Thomas A. Willoughby Partner $00 Paul J. Pascuzzi Partner $0 Jason E. Rios Associate $00 Joan S. Huh Associate $0 Holly A. Estioko Associate $0 Karen L. Widder Paralegal $0 These rates are subject to annual adjustment. FFWP will also bill the estate for all reasonable and necessary out-of-pocket expenses incurred herein pursuant to the UST Guidelines. FFWP has agreed not to bill for its travel time from Sacramento to San Francisco for Bankruptcy Court appearances or other meetings related to this case. -- Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page of

5 . It is anticipated in the course of this case that the Committee will have a need for the following legal services: a. To advise and represent the Committee with respect to matters and proceedings in the Debtor s Chapter case that may impact on the treatment of and recovery by general unsecured creditors. b. To provide the Committee with legal services regarding its powers and duties under Bankruptcy Code section 0; c. To advise the Committee members with respect to their duties to the estate and other creditors; d. To advise and represent the Committee with regard to motions and other developments in the Debtor s case; e. To advise and represent the Committee with respect to recovery of preferential payments and fraudulent transfers; f. To advise the Committee with respect to potential actions and/or claims against third parties for the benefit of the estate; g. To advise and represent the Committee with regard to development and confirmation of a Chapter Plan; and h. To assist the Committee with respect to other matters connected with the Debtor s chapter case.. FFWP s employment as counsel to the Committee does not include appearances before any court other than this Court and such courts as may hear appeals from this Court. Nor does it include any appearances before any agency other than the Office of the U.S. Trustee.. FFWP will represent only the Committee, and not any of its respective individual members, in connection with the case.. FWP understands and acknowledges that all compensation is subject to Sections,, 0 and 1 of the Bankruptcy Code. /// /// -- Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page of

6 I declare under penalty of perjury that the foregoing is true and correct. Executed on January, 0, at Sacramento, California. /s/ Steven H. Felderstein STEVEN H. FELDERSTEIN -- Declaration in Support of Employment of Committee Counsel Case: 0- Doc #: Filed: 01//0 Page of

7 EXHIBIT A Case: 0- Doc #: Filed: 01//0 Page of

8 FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP Business Bankruptcy and Corporate Restructure ATTORNEYS Steven H. Felderstein. Mr. Felderstein earned his B.A. degree in History in from the State University of New York, Buffalo. He received his Juris Doctorate from Hastings College of Law, where he was on the Law Review. Following graduation from law school, he served as law clerk to the Honorable Thomas J. MacBride, Chief Judge of the United States District Court for the Eastern District of California, now retired. Mr. Felderstein was selected for inclusion in The Best Lawyers in America, Woodward-White, Inc. (d. Ed. ) in and each edition since then. He is a Fellow of the American College of Bankruptcy. He is a past president of the California Bankruptcy Forum, and a founding member and former president of the Sacramento Valley Bankruptcy Forum. He is a member of the Debtor/Creditor Relations and Bankruptcy Committee of the Business Law Section of the State Bar of California. He has lectured frequently for State of California Continuing Education of the Bar and the Practicing Law Institute on bankruptcy and related matters, and has taught commercial law at King Hall School of Law, University of California, Davis, as a visiting lecturer. Donald W. Fitzgerald. Mr. Fitzgerald earned in his B.A. in History in from the University of California, Davis. He received his Juris Doctorate in from the University of Arizona, where he gained membership into the Order of the Coif. He is a Fellow of the American College of Bankruptcy. He is a past President of the Sacramento County Bar Association s Bankruptcy and Commercial Law Section, a past Board Member and President of the Sacramento Valley Bankruptcy Forum and a past Board Member of the California Bankruptcy Forum. Mr. Fitzgerald served for three years (-) as an appointed member of the State Bar Business Section s Committee on Debtor/Creditor relations and Bankruptcy. Before joining Felderstein Fitzgerald Willoughby & Pascuzzi, Mr. Fitzgerald was a senior shareholder of Kronick Moskovitz Tiedemann & Girard, serving as head of its Commercial Law and Bankruptcy Practice Group for over fifteen years. Thomas A. Willoughby. Mr. Willoughby earned his B.A. degree in Economics from the University of California, Los Angeles, in, and received his J.D. degree in from the University of California, Davis. While at UCD, Mr. Willoughby received two American Jurisprudence Awards in Federal Tax I and in Law and Economics. He also served as an Associate Editor of the UCD Davis Law Review. Mr. Willoughby is currently a member of the National Association of Bankruptcy Trustees, and a member of the Bankruptcy Dispute Resolution Panel, United States Case: 0- Doc #: Filed: 01//0 Page of

9 Bankruptcy Court for the Eastern District of California. He has previously served as a member of the Debtor/Creditor Relations & Bankruptcy Committee, State Bar of California Business Law Section, on the Board of Directors of the Sacramento Valley Bankruptcy Forum, on the Attorney Advisory Committee to the United States Bankruptcy Court Clerk s Office for the Eastern District of California, and on the Chapter Liaison Committee to the Office of the U.S. Trustee, Sacramento Division of the Eastern District of California. Paul J. Pascuzzi. Mr. Pascuzzi earned his B.A. degree in Business Administration- Finance from Iowa State University in, and his J.D. degree with Great Distinction in 0 from the University of the Pacific, McGeorge School of Law. While at McGeorge, Mr. Pascuzzi gained membership in the Order of the Coif and the Traynor Honor Society. He also received the Prentice Hall Annual Taxation Award in 0 for outstanding performance in tax subjects. Mr. Pascuzzi serves on the Executive Committee for the Business Law Section of the State Bar of California. He is an officer and director of the Sacramento Valley Bankruptcy Forum, and a panelist for the annual Recent Developments in Business Law, State of California for the Continuing Education of the Bar in Sacramento. Mr. Pascuzzi also is a former Chair of the Insolvency Law Committee and Co-Vice Chair of the Uniform Commercial Code Committee, of the Business Law Section of the State Bar of California. Jason E. Rios. Mr. Rios earned his J.D. from the Boalt Hall School of Law, University of California in, and his B.A. degree from Stanford University in Palo Alto, California in. Mr. Rios served as Deputy Attorney General for the California Department of Justice, Office of the Attorney General, advising the Governor, Attorney General, and others on a wide range of legal issues including constitutional and statutory law, appointments, government operations, elections, public finance, contracts, and criminal information. Jake also has extensive bankruptcy and civil litigation experience. He served as President of the Sacramento Valley Bankruptcy Forum in 0, and as a Board Member of the Sacramento Valley Bankruptcy Forum from 0-0. Joan S. Huh. Ms. Huh received her A.B. in, with honors, in Government from Dartmouth College in New Hampshire, and her J.D. in 01 from the University of Southern California School of Law in Los Angeles. Also in 01, she earned her Master of Business Taxation from the University of Southern California, Leventhal School of Accounting in Los Angeles. Before joining Felderstein Fitzgerald Willoughby & Pascuzzi LLP, Ms. Huh clerked for Justice Miriam Shearing on the Nevada Supreme Court, and for the Honorable Glen Clark, the Honorable Judith Boulden, and the Honorable William Thurman on the United States Bankruptcy Court for the District of Utah. Her practice focuses on bankruptcy, workouts, reorganizations, and debtor-creditor relations. She is a member of the Sacramento County Bar Association and the Asian/Pacific Bar Association of Sacramento. Ms. Huh is co-author of chapter (Representation of Individual and Small Business Debtors in Chapter ). - - Case: 0- Doc #: Filed: 01//0 Page of

10 Holly A. Estioko. Ms. Estioko earned her J.D., with distinction, from the University of the Pacific- McGeorge School of Law, and her B.S. degree from Brigham Young University in Provo, Utah. She is a member of the Roger J. Traynor Honor Society, and was awarded the Sacramento Valley Bankruptcy Forum Annual Scholarship in 0. Ms. Estioko served as a judicial extern for the Honorable Christopher M. Klein at the U.S. Bankruptcy Court for the Eastern District of California in Sacramento. While in law school, she worked in the Community Legal Services Bankruptcy Clinic, assisting low-income clients. Ms. Estioko also worked two summers as a law clerk for Union Pacific Railroad. She is a member of the Sacramento County Bar Association and the Sacramento Valley Bankruptcy Forum. LEGAL ASSISTANT Karen L. Widder. Ms. Widder earned her Associate of Arts degree as a Legal Secretary from Portland Community College in, and completed courses in the Portland Community College Legal Assistant Program between and. She has served as a legal assistant to bankruptcy, creditors rights and commercial litigation attorneys since, and has extensive experience in Chapter, and bankruptcy cases for all types of business entities. Prior to coming to Sacramento in, Ms. Widder was with the San Francisco law firm of Murphy, Weir & Butler, where she focused on business reorganization and workouts. In addition, she has considerable experience in the areas of creditor and creditor committee representation, and asset-based lending transactions. She has also been a co-presenter in the Office of the U.S. Trustee, Training Program for Chapter,, & Trustees on the subject of claims objections. - - Case: 0- Doc #: Filed: 01//0 Page of