Apple Fee Request May 7 2012

Case5:11-cv-01846-LHK Document906 Filed05/07/12 Page1 of 8
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HAROLD J. MCELHINNY (CA SBN 66781) hmcelhinny@mofo.com MICHAEL A. JACOBS (CA SBN 111664) mjacobs@mofo.com JENNIFER LEE TAYLOR (CA SBN 161368) jtaylor@mofo.com ALISON M. TUCHER (CA SBN 171363) atucher@mofo.com RICHARD S.J. HUNG (CA SBN 197425) rhung@mofo.com JASON R. BARTLETT (CA SBN 214530) jasonbartlett@mofo.com MORRISON & FOERSTER LLP 425 Market Street San Francisco, California 94105-2482 Telephone: (415) 268-7000 Facsimile: (415) 268-7522 Attorneys for Plaintiff and Counterclaim-Defendant APPLE INC
WILLIAM F. LEE william.lee@wilmerhale.com WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Telephone: (617) 526-6000 Facsimile: (617) 526-5000 MARK D. SELWYN (SBN 244180) mark.selwyn@wilmerhale.com WILMER CUTLER PICKERING HALE AND DORR LLP 950 Page Mill Road Palo Alto, California 94304 Telephone: (650) 858-6000 Facsimile: (650) 858-6100
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION
APPLE INC., a California corporation, Plaintiff, v. SAMSUNG ELECTRONICS CO., LTD., a Korean business entity; SAMSUNG ELECTRONICS AMERICA, INC., a New York corporation; SAMSUNG TELECOMMUNICATIONS AMERICA, LLC, a Delaware limited liability company, Defendants.
Case No. 11-cv-01846-LHK (PSG) DECLARATION OF JASON BARTLETT IN SUPPORT OF APPLES PETITION FOR ATTORNEYS FEES PURSUANT TO THE COURTS APRIL 23 ORDER
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DECLARATION OF JASON BARTLETT ISO APPLES PETITION FOR ATTORNEYS FEES CASE NO. 11-cv-01846-LHK (PSG) sf-3142853
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I, Jason Bartlett, declare as follows: I am a partner at Morrison & Foerster LLP, counsel for Apple Inc. (Apple) in this action. I make this declaration based on personal knowledge and could testify competently to the facts stated herein. On April 23, 2012, this Court granted in part Apples Motion for 37(b)(2) Sanctions, and it awarded Apple its fees and expenses incurred in connection with Apples motion to compel that resulted in the December 22 Order. (Dkt. No. 880 at 9 (Sanctions Order).) This Declaration details those fees. I. INTRODUCTION 1. In December 2011, Apple filed a motion to compel because Samsung had failed to
produce four key categories of documents: (1) source code and other technical documents showing the operation of the allegedly infringing product features; (2) design history documents, including CADs, sketchbooks, etc.; (3) e-mails and other documents showing Samsungs analysis and consideration of Apple and Apple products; and (4) relevant survey and marketing documents. This motion resulted in the December 22 Order. (See Dkt. No. 537 (December 22 Order).) The Court has awarded Apple its fees arising from Samsungs failure to produce one of the four categories of documents. (Dkt. No. 880 at 9.) Based on time records of those individuals involved in developing the facts underlying and writing the motion, I and individuals working at my direction have identified the fees incurred in connection with obtaining the December 22 Order. Apple requests that the Court award one-fourth of the fees associated with the December 22 motion as a reasonable apportionment of the total effort associated with the motion. II. 2. THE MOTION TO COMPEL THAT RESULTED IN THE DECEMBER 22 ORDER Eight attorneys were involved in assessing Samsungs deficient production,
23 researching the parties negotiation history, and subsequently preparing the motion that resulted 24 in the December 22 Order: Richard Hung, Jason Bartlett, Mia Mazza, Minn Chung, 25 Marcelo Guerra, Nate Sabri, Esther Kim and Euborn Chiu. Paralegal support for the filing was 26 provided by Rosemary Barajas. Richard Hung, Jason Bartlett, and Michael Jacobs attended the 27 hearing, and Michael Jacobs argued the motion. 28
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3.
Starting in late November, a team of Morrison & Foerster attorneys began to
analyze the various deficiencies in Samsungs production. This analysis led to the preparation of the motion granted on December 22, 2011. I managed this work, with the assistance of Richard Hung. Mia Mazza and associate Marcelo Guerra were principally involved in analyzing Samsungs deficient production and then preparing the motion to compel. Associates Nate Sabri, Esther Kim, and Euborn Chiu assisted with the analysis and drafting. 4. In all, approximately 196 attorney hours were spent analyzing the production and
preparing and filing the motion, its two supporting declarations and 22 exhibits, and the ancillary motions to seal and to shorten time. Around 16 paralegal hours were spent on the filing. An additional 20 attorney hours were spent by Richard Hung, Michael Jacobs, and me to prepare and argue the motion at the hearing. 5. Total fees incurred by Apple in connection with the December 22 Order were
$116,669. Apple therefore seeks recovery of one-fourth of these fees, or $29,167. Although Apple also incurred costs as a result of having to file its motion, no costs are included in this request. 6. Attached hereto as Exhibit 1 is a true and accurate chart prepared by individuals
working under my direction that totals the hours worked by each of the above individuals in connection with the motion. The chart sets forth the total time spent on the motion, the total cost in fees incurred by Apple, and the average attorney billing rates charged. III. THE TOTAL AMOUNT OF TIME INCURRED IN CONNECTION WITH THE DECEMBER 22 ORDER IS REASONABLE 7. Considerable effort was required to develop and file the motion that led to the
December 22 Order. Attorneys having specialized skill in reading and understanding technical and Korean language documents contributed to preparing the motion. Samsung also multiplied costs associated with the motion by making it impossible for Apple timely to complete the lead trial counsel meet-and-confer process. Apple was forced to prepare an extensive history of the parties meet-and-confer record and file a separate motion for administrative relief from the lead trial counsel meet and confer requirement. The Court subsequently found Apples motion for
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administrative relief supported by good cause. Thus, although Apple is not seeking recovery of the time spent conferring with Samsung, the extra time spent on the motion for administrative relief (which was a necessary component of the motion to compel resulting in the December 22 Order) reflects the extra burden put on Apple through Samsungs failure to properly meet-andconfer. 8. Apple also incurred significant costs associated with preparing and filing a
separate motion to shorten time. Given Samsungs long failure to comply with the September 28 Order or to produce documents responsive to Apples requests, Apple needed relief immediately. If the motion had been delayed until after the end-of-year holidays, any subsequent order would have come too late to give Apple the relief it needed before the close of discovery on March 8. The Court granted Apples motion to shorten time. 9. In addition, Apple was required to prepare a separate motion to seal portions of the
motion to compel which contained confidential information subject to protective order. 10. Apple incurred significant fees in addition to the fees detailed in this motion.
Apple is not seeking reimbursement for the time of the Morrison & Foerster senior partners who reviewed and commented the motion. 11. Apple is also not seeking reimbursement for many of the Korean-speaking
attorneys who helped search Samsungs production and prepare summaries relied upon to frame the motion to compel and supporting declarations. Although such fees were necessarily incurred, time records are such that I am unable to determine with reasonable precision how much effort was specifically directed to the motion at issue. Accordingly, the fees addressed in this declaration are limited to those associated with analyzing the information provided by document review attorneys and summarizing the deficiencies in the production in the briefing that led to the December 22 Order. IV. THE RATES CHARGED IN CONNECTION WITH THE DECEMBER 22 ORDER ARE CONSISTENT WITH PREVAILING INDUSTRY RATES 12. The following section describes the attorneys and staff who contributed to
preparing, filing, and arguing the motion; it also discusses Morrison & Foersters rates and timeDECLARATION OF JASON BARTLETT ISO APPLES PETITION FOR ATTORNEYS FEES CASE NO. 11-cv-01846-LHK (PSG) sf-3142853
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keeping practices for this litigation. The rates charged are comparable to the median rates reported in the American Intellectual Property Law Association (the AIPLA) Economic Survey Report. Based on publically available information, Morrison & Foersters rates are also comparable to the rates charged by Samsungs own outside counsel. A. 13. Morrison & Foerster Attorneys Michael Jacobs. Michael Jacobs is the co-founder of the firms Intellectual
Property Practice Group. Mr. Jacobs concentrates his practice on litigation of high-technology and intellectual property matters. He has represented information technology and life sciences companies in over 35 patent lawsuits. Mr. Jacobs has twice won the California Lawyer Attorneys of the Year (CLAY) award, one for his advocacy on behalf of Intel in the Intel v. Hamidi trespass to chattels case and this year for his defense of Novell in SCO v. Novell. Mr. Jacobs is co-lead counsel to Apple in this litigation. He argued the motion that led to the December 22 Order. 14. Richard Hung. Richard Hung has litigated a wide variety of complex technology
matters for clients in state and federal trial and appellate courts. His patent litigation matters have spanned technologies such as internet search and advertising, digital rights management and encryption, programmable logic devices, electronic books, and anticancer therapeutics. Mr. Hung is responsible for overseeing many of the day-to-day aspects of this case, and he acted as a conduit for information between the team and the client in preparing the motion. Mr. Hung worked with Apple on finalizing the motion that led to the December 22 Order and hearing preparation. 15. Jason Bartlett. I have represented international and domestic companies as both
plaintiffs and defendants in matters involving information technology, wireless telecommunications standards, biotechnology, medical devices, computer hardware, and heavy industry. I am the former Co-Chair of Morrison & Foersters E-Discovery Task Force. Together with Ms. Mazza, I have co-managed Apples discovery efforts in this litigation and have helped draft Apples motions to compel, including the instant motion. I also assisted in preparations for the hearing on the motion.
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16.
Mia Mazza. Mia Mazza is the founder and current Chair of Morrison &
Foersters E-Discovery Task Force. In this role she leads a team of Litigation partners that acts as an internal resource for all litigators in helping solve e-discovery challenges as they arise in practice. Ms. Mazzas expertise in complex litigation and e-discovery has made her an essential member of this team. Ms. Mazza has co-managed Apples discovery efforts in this litigation and has helped draft Apples motions to compel where necessary. Ms. Mazza had primary responsibility for supervising the preparation of motion to compel that led to the December 22 Order. Because Ms. Mazza had first-hand knowledge of the meet-and-confer issues related to the motion, she also took the lead on drafting the complicated administrative motion for relief from the lead trial counsel meet-and-confer requirement. 17. Minn Chung. Minn Chungs practice focuses on intellectual property litigation.
Mr. Chung has represented a number of high-technology clients in multi-patent, multi-district, patent litigation matters involving wide-ranging areas of technology, including plasma display panels, CPU architecture, parallel processing computer technology, device drivers, and semiconductor memory devices. Mr. Chungs technical and Korean-language skills have made him invaluable in supporting the discovery efforts in this litigation. Mr. Chung was involved in assessing the deficiencies in Samsungs production, and he prepared one of the declarations supporting the motion. 18. Marcelo Guerra. Marcelo Guerra has worked at Morrison & Foerster since
graduating from Harvard Law School in 2004. His practice is focused on patent litigation. Mr. Guerra has worked on this case since the fall of 2011. He has taken a lead role in researching and drafting many of Apples briefs and coordinating discovery issues, including the motion at issue here. 19. Nathan Sabri. Nathan Sabri is involved in a wide variety of intellectual property
matters, with an emphasis on intellectual property litigation and counseling. He has experience litigating trademark and copyright infringement actions in federal court. Mr. Sabri helped research issues related to copying and design history documents; he also edited and revised the motion.
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20.
Esther Kim. Esther Kim has worked at Morrison & Foerster since graduating
from George Washington Law School in 2008, where she was elected to the Order of the Coif. She has an undergraduate degree from Massachusetts Institute of Technology and a masters degree from the University of California, Berkeley. Ms. Kim had overall responsibility for coordinating the work of Apples Korean-language review team. Ms. Kim helped edit and revise the motion based on her understanding of the deficiencies in Samsungs production. Ms. Kim also helped prepare the detailed proposed order and the declarations in support of the motion. 21. Euborn Chiu. Euborn Chiu is an associate in the San Francisco office of
Morrison & Foerster. Mr. Chius expertise in electronics, software products, telecommunications devices, and computer systems makes him a key member of the team. In connection with the motion, Mr. Chiu performed discrete tasks in analyzing certain deficiencies in Samsungs technical document production, and assisted with drafting. 22. Rosemary Barajas. Rosemary Barajas is a senior paralegal in Morrison &
Foersters litigation department. Ms. Barajas helped prepare the motion for filing. B. 23. Comparable Rates Every other year, the American Intellectual Property Law Association (the
AIPLA) produces an Economic Survey that reports on, among other things, individual billing rates for intellectual property services. I have reviewed the July 2011 edition of the AIPLA Economic Survey Report and compared the rates in it to the Exhibit showing the rates charged by Morrison & Foersters attorneys. The AIPLA Economic Survey indicates that the median billing rate for partners at private firms in the San Francisco Consolidated Metropolitan Statistical Area was $585 in 2010. For private law firms with 150 or more associates, the median rate for associates during the same time period was $390. The Survey does not indicate the assuredly higher rate for associates in the San Francisco Consolidated Metropolitan Statistical Area. 24. As set forth in Exhibit 1, the median billing rate for partners and of counsel who
worked on this motion is $582. The median rate for associates who worked on this motion is $398. These numbers are consistent with the numbers reported in the AIPLA Economic Survey.
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25.
Morrison & Foersters rates are comparable to the rates charged by Samsungs
counsel, Quinn Emanuel Urquart & Hedges LLP. A bankruptcy court filing shows that in 2009, hourly rates for partners and of counsel of Quinn Emanuel range from $970 to $580, and hourly rates for U.S. associates range from $390 to $820. (Decl. of Andrew J. Rossman ISO Debtors Appl. for Oder Pursuant to 11 U.S.C. 327(e) and 328(a) Approving the Emp., Retention, & Subst. of Quinn Emanuel Urquhart Oliver & Hedges as Special Litig. Counsel 17, In re G-I Holdings Inc., Case Nos 01-30135 and 01-38790 (Bankr. D. N.J. Nov. 19, 2009).) A true and correct copy of this filing, which includes additional details concerning Quinn Emanuels rates, is attached hereto as Exhibit 2. 26. Morrison & Foersters fees for its paralegals are also comparable to those charged
in the community for similarly-skilled professionals. The rate charged for Ms. Barajass work was significantly less than the lowest rate Quinn charged for paralegals in 2009. (See id.) C. 27. Time-Keeping In Relation to the Motion
Morrison & Foerster attorneys track time billed to Apple based on individual tasks.
This has made it possible to isolate efforts spent developing and drafting the motion which led to the December 22 Order.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 7th day of May, 2012, at San Francisco, California. /s/ Jason Bartlett Jason Bartlett
Case5:11-cv-01846-LHK Document906-1 Filed05/07/12 Page1 of 2
Exhibit 1
Exhibit 1
Timekeeper Michael Jacobs Richard Hung Jason Bartlett Mia Mazza Minn Chung Marcelo Guerra Nathan Sabri Esther Kim Euborn Chiu Rosemary Barajas Position Partner Partner Partner Partner Of Counsel Associate Associate Associate Associate Paralegal Total Hours Total Attorney Hours (Total hours Paralegal Hours) Total Fees Incurred One-Quarter Total Fees Incurred Total Attorney Billing (Total cost-Paralegal Cost) Average Attorney Rate (Total Attorney Hours/ Total Attorney Billing) Median Partner Rate Median Associate Rate Hours Billed 4.80 16.70 9.10 58.40 17.80 80.10 8.50 16.30 4.20 15.80 231.7 215.9
$116,669 $29,167 $113,650.70
$526
$582.00 $398.00
sf-3142854
Exhibit 2
Case 01-30135-RG Doc 9102-1 Document906-2 Filed05/07/12 Page2 of 15 Desc Case5:11-cv-01846-LHK Filed 04/28/09 Entered 04/28/09 12:51:15 Exhibit A - Declaration of Andrew J. Rossman Page 1 of 12
RIKER, DANZIG, SHERER, HYLAND & PERRETTI LLP Dennis J. OGrady, Esq. (DO 7430) Mark E. Hall, Esq. (MH 9621) Headquarters Plaza One Speedwell Avenue Morristown, NJ 07962-1981 (973) 538-0800 DEWEY & LEBOEUF LLP Martin J. Bienenstock, Esq. (MB NY-3001) Irena Goldstein, Esq. (IG 0736) Timothy Q. Karcher, Esq. (TQK 6173) 1301 Avenue of the Americas New York, NY 10019-6092 (212) 259-8000 Co-Attorneys for the Debtor UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: G-I HOLDINGS INC., et al., Debtor. Hon. Rosemary Gambardella, U.S.B.J. Chapter 11 Case Nos. 01-30135 (RG) and 01-38790 (RG) (Jointly Administered)
DECLARATION OF ANDREW J. ROSSMAN IN SUPPORT OF DEBTORS APPLICATION FOR ORDER PURSUANT TO 11 U.S.C. 327(e) AND 328(a) APPROVING THE EMPLOYMENT, RETENTION, AND SUBSTITUTION OF QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP AS SPECIAL LITIGATION COUNSEL FOR DEBTORS NUNC PRO TUNC TO APRIL 15, 2009 Andrew J. Rossman hereby declares under penalty of perjury that the following is true and correct: 1. I am a partner of the law firm Quinn Emanuel Urquhart Oliver & Hedges, LLP
(Quinn Emanuel or the Firm), and I practice in its New York office at 51 Madison Avenue, New York, New York, 10010. The Firm is an international law firm with more than 400 lawyers
and offices in Los Angeles, San Francisco and Silicon Valley, California; New York, New York; Chicago, Illinois; London, England; and, Tokyo, Japan. 2. I submit this affidavit in connection with the application, dated April 28, 2009
(the Application),1 of G-I Holdings Inc., (G-I) and ACI Inc. (ACI), chapter 11 debtors in possession (the Debtors), for entry of an order authorizing the employment and retention of Quinn Emanuel as special litigation counsel in the above-captioned chapter 11 cases and substituting Quinn Emanuel for Akin Gump Strauss Hauer & Feld LLP (Akin Gump), in accordance with the terms and conditions set forth in the Application and in compliance with sections 327(e), 328(a), 329, 330, and 504 of title 11, United States Code (the Bankruptcy Code), and to provide the disclosure required under Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Unless otherwise stated in this
affidavit, I have personal knowledge of the facts set forth herein. To the extent any information disclosed herein requires amendment or modification upon Quinn Emanuels completion of further analysis or as additional creditor information becomes available to it, a supplemental affidavit will be submitted to the Court reflecting such amended or modified information. 3. Prior to joining Quinn Emanuel, I served as counsel to the Debtors with Akin
Gump. I was a partner with Akin Gump and the co-chair of Akin Gumps Litigation department. On April 15, 2009, I resigned and withdrew from Akin Gump, and was admitted to Quinn Emanuel as a partner. A number of Quinn Emanuel attorneys throughout the firm, including myself, have substantial experience and expertise in chapter 11 cases involving business entities, as well as vast expertise in the practice areas of corporate law, finance, litigation, and other fields that may be required by the Debtors in these cases. Moreover, Quinn Emanuel also has
extensive experience representing the debtor, bankruptcy trustee, bankruptcy estates, or creditor
interests in special litigation matters arising in connection with the bankruptcy cases of Refco, Enron, Parmalat, K-Mart, and Lehman, among others. Attorneys from Quinn Emanuel have represented stakeholders at every level of the capital structure, including secured and unsecured lenders, bondholders, trade creditors, equity holders, as well as statutory and ad hoc committees in the District of New Jersey, the Third Circuit, and in numerous other jurisdictions throughout the country. 4. I held a significant role in the Debtors chapter 11 cases while I was with Akin
Gump and am extremely familiar with the Debtors businesses, financial affairs, and the circumstances surrounding the Debtors chapter 11 filings. QUINN EMANUEL IS NOT ADVERSE TO THE DEBTOR 5. Except as set forth herein, to the best of my knowledge, after due inquiry, neither
I, nor Quinn Emanuel, nor any partner of, associate of, or of counsel to the Firm represents any party in interest other than the Debtors and their affiliates in connection with the Debtors chapter 11 cases. Based on the foregoing and disclosures set forth herein, the Debtors believe that Quinn Emanuel does not hold or represent any interest adverse to the Debtors or their estate. QUINN EMANUELS CONNECTIONS WITH PARTIES IN INTEREST IN MATTERS UNRELATED TO THESE CHAPTER 11 CASES 6. Annexed hereto as Schedule I is a list of the Interested Parties in the Debtors
chapter 11 cases. The Interested Parties include the Debtors and related entities, the Debtors counsel and advisors, the Committee counsel and advisors, the Beneficial Owner, as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1933, Creditors of the Debtors, and the Legal Representative and its counsel and advisors.
Terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
7.
Quinn Emanuel has a large and diversified legal practice that encompasses the
representation of many financial institutions and commercial corporations and their affiliates, some of which are, or may consider themselves to be, creditors or parties of interest of the Debtors pending chapter 11 cases, or otherwise to have interests in these cases. Quinn Emanuel and certain of its partners, counsel, and associates may have in the past represented, may currently represent, and may in the future represent Interested Parties and their affiliates in connection with matters unrelated to the Debtors and these chapter 11 cases. 8. Quinn Emanuel has undertaken a detailed database and electronic search of the
Firms conflicts systems for any connection the Firm may have to the Interested Parties. 9. Based upon a review of Quinn Emanuels conflict search, conducted by attorneys
under my supervision, annexed hereto as Schedule II is a list of Interested Parties that Quinn Emanuel has represented in the past, or currently represents, in matters unrelated to the Debtors chapter 11 cases.2 10. As disclosed in Schedule II, Quinn Emanuel currently represents one of the
Debtors' affiliated entities, International Specialty Products, Inc., in litigation unrelated to these chapter 11 cases. In addition, Quinn Emanuel was formerly adverse to one of the Debtors, G-I Holdings, Inc., in litigation unrelated to these chapter 11 cases. 11. In addition, as disclosed in Schedule II, Quinn Emanuel currently represents the
following creditors of the Debtors, or their affiliates, in matters unrelated to the Debtors Chapter 11 cases: Bank of New York, ING Investment Management, and an affiliate of creditor TCW Asset Management.
To the best of my knowledge and information, the annual fees paid to Quinn Emanuel by the clients listed in Schedule II annexed hereto during the past fiscal year did not exceed one percent (1%) of the Firms annual gross revenue for such year.
12.
Quinn Emanuel regularly participates in a wide range of bankruptcy-related,
corporate, and litigation matters in which other professionals retained by the estates are involved as clients of the firm, or as advisors to entities with interests in matters in which Quinn Emanuel may act as attorneys. To our knowledge such representations will not affect these proceedings or Quinn Emanuels ability to represent the Debtors and the interests of the estates in these chapter 11 cases. Moreover, upon information and belief, the Debtors do not believe a dispute will arise with regard to any entity listed on Schedule II. 13. Quinn Emanuel will periodically review its files during the pendency of these
chapter 11 cases to ensure that no conflicts or other circumstances exist or arise, which require supplemental disclosure. If any new relevant facts or relationships are discovered or arise, Quinn Emanuel will use its reasonable efforts to identify any such further developments and will promptly file a supplemental affidavit as required by Bankruptcy Rule 2014(a). 14. Based on the foregoing, insofar as I have been able to ascertain after diligent
inquiry, and except as provided otherwise herein, I believe Quinn Emanuel does not hold or represent an interest adverse to the Debtors or their estates. SERVICES TO BE RENDERED BY QUINN EMANUEL 15. The professional services Quinn Emanuel may render to the Debtor as special
litigation counsel, as the Debtors may request from time to time, include, without limitation: (a) (b) the claims estimation proceeding in this Court; the G-I Holdings Inc. et al. v. Bennett et al. action, Civ. No. 02-03626 (D.N.J.) (SRC), pending before Judge Chesler in the District Court; representation of the Debtors as third parties to the action entitled Official Committee of Asbestos Claimants et al. v. Heyman et al. action, 01-Civ-8539 (S.D.N.Y.) (RWS), in connection with the Debtors third-party discovery obligations therein;
(c)
(d)
representation of the Debtors related to the Rule 2004 examinations into the billing practices of the financial advisor to the Asbestos Claimants Committee, L. Tersigni Consulting, P.C., and any related proceeding; representation of the Debtors in litigation relating to confirmation of the Second Amended Plan, and any related proceedings. Subject to the Courts approval of the Application, Quinn Emanuel has indicated
(e)
16.
a willingness to serve as the Debtors special litigation counsel and to perform the services described above. QUINN EMANUELS RATES AND BILLING PRACTICES 17. Subject to Court approval, compensation will be payable to Quinn Emanuel on an
hourly basis, plus reimbursement of actual, necessary expenses incurred by the Firm in the course of the representation. As is the case with respect to rates charged in non-bankruptcy matters of this type, Quinn Emanuels rates are subject to periodic adjustment to reflect economic and other conditions. Currently, hourly rates for partners and of counsel of Quinn Emanuel range from $970 to $580. Quinn Emanuels hourly rates for U.S. associates range from $390 to $820. Current hourly rates for paralegals of Quinn Emanuel range from $265 to $295. 18. Consistent with the firms policy with respect to its other clients, Quinn Emanuel
will charge the Debtors for all legal services provided and for other charges and disbursements incurred in connection with Quinn Emanuels rendition of legal services. These charges and disbursements include, among other things, costs for telephone charges, photocopying, travel, computerized research, messengers, couriers, postage, witness fees, and other fees related to trials, hearings, and other proceedings which may arise from time to time in these cases. 19. Quinn Emanuel intends to apply to the Court for allowance of compensation for
professional services and reimbursement of expenses incurred in these cases in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, Local Bankruptcy Rules,
and orders of this Court. In addition, at the Debtors request and to benefit the estate, Quinn Emanuel has agreed to a 10% hold-back on any fees. 20. Quinn Emanuel has agreed to accept as compensation such sums as may be
allowed by the Court on the basis of (a) the professional time spent, (b) the rates charged for such services, (c) the necessity of such services to the administration of the estates, (d) the reasonableness of the time within which the services were performed in relation to the results achieved, and (e) the complexity, importance, and nature of the problems, issues or tasks addressed in the cases. 21. No promise has been received by Quinn Emanuel or any member, of counsel, or
associate thereof as to payment or compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity any compensation received by the Firm or by any such entity. 22. Quinn Emanuel has not received a retainer in connection with the services
rendered and expenses incurred on behalf of the Debtors. 23. Quinn Emanuel understands that the Debtors have also retained other
professionals in connection with their chapter 11 cases. The Firm intends to coordinate with the Debtors other professionals, and clearly delineate their respective duties, so as to prevent duplication of effort, whenever possible. 24. The foregoing constitutes the statement of Quinn Emanuel pursuant to sections
327(e), 328(a), 329, 330, and 504 of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016(b).
SCHEDULE I INTERESTED PARTIES
Debtor and Related Entities G-I Holdings Inc. ACI, Inc. Belleville Realty Building Materials Corporation of America BMC Receivables BMC Warehousing BMCA Holdings Corporation Building Materials Manufacturing Corporation Building Materials Investment Corporation BMCA Insulation Products, Inc. GAF Leatherback Corporation GAF Premium Products, Inc. GAF Materials Corporation GAF Real Properties International Specialty Products, Inc. (a/k/a ISP) US Intec, Inc. Shuck Enterprises Pequannock Valley Claims Cobra Ventilation Debtors Counsel & Advisors Cahill Gordon & Reindel Friedman, Wang & Bleiberg McCarter & English McKee Nelson, LLP Perkins Coie, LLP Riker, Danzig, Scherer, Hyland & Perretti LLP Sedgwick, Detert, Moran & Arnold Skadden, Arps, Slate, Meagher & Flom Weil, Gotshal & Manges Dewey & LeBoeuf Joseph D. Pope DeWitt & Roberts, LLP Barry S. Neuman, P.L.L.C. Thompson Cobum LLP Chambers Associates Inc.
Wolff & Samson Arnold and Porter Ober, Kaler Grimes & Shriver Roberts, Raspe & Blanton LLP Pullman & Comley, LLC Law Offices of Mark A. Belnick McCarter & English KPMG LLP Kroll Associates Bankruptcy Services LLC Pegasus Capital Advisors Cleary Gottlieb Steen & Hamilton LLP Cole, Schotz, Meisel, Forman & Leonard, P.A. Flaster/Greenberg P.C. Dickstein Shapiro LLP Gilbert Oshinksy LLP Flemming Zulack Williamson Zauderer LLP Howrey LLP Committee Members, Counsel & Advisors L. Tersigni Consulting P.C. (n/k/a/ Charter Oak Financial Consultants, LLC) Caplin & Drysdale Elizabeth Warren Lowenstein Sandler PC Timothy Wyant Legal Analysis Systems, Inc. Beneficial Owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934) Samuel J. Heyman Creditors Bank of New York Fleet National Bank Bear Sterns Corporate Lending Inc. The Chase Manhattan Bank Bank of Nova Scotia
PIMCO Appoloosa Capital BNY Capital Markets Putnam Investments TCW Asset Management Mass Financial Metropolitan Life Insurance Mass Mutual Oppenheimer Fund Delaware Investment Advisors Alliance Capital Management Elliot & Page GE Financial Assurance Sunamerica Investments Bear Sterns Asset Management Fidelity Investments Colonial Management Royal Bank of Canada DLJ/Credit Suisse Asset Management Ghent Asset Management Merrill Lynch Asset Management Guardian Life Insurance Pareto Partners ING Investment Management Lutheran Brotherhood Orix USA PPM America Stein Roe Alpine Associates Brinson Partners Standish, Ayer & Wood Oak Tree Capital Management Weitz & Luxenberg Scott Hendler, Esq. Marjorie Anderson Administrator for Harold Anderson Brayton Purcell & Geagan Ratiner, Reyes & OShea Goldberg, Persky, Jennings & White, P.C. DeWayne Smith Ronald Bailey William Jourdan Ed Ford Robert Wright Earl Atchison Law Offices of Peter G. Angelos
Frank Garner Melva Brown Eugene Chapman Stephen Horetz John Westford James Clayton Elmer L. Richardson Peter Velemirovich Robert Carlson, Executor for the Estate of Gertrude Carlson Marjorie Oscasek, Special Administrator for Roy White Ralph L. Pilgrim Mary Lapointe. Personal representative of Estate of Daniel Lapointe Roy Grimm Denise Collette, Estate Representative of Jose A. Pilon David Harkey, Sr. Legal Representative Judson Hamlin Saiber, Schlesinger, Satz & Goldstein (n/k/a/ Saiber LLC) Keating, Muething & Klekamp, P.L.L. Bederson & Company LLP Elk Entities ElkCorp Elk Premium Building Products, Inc. (f/k/a Elk Corporation of Dallas) Elk Corporation of Texas Elk Performance Nonwoven Fabrics, Inc. Elk Corporation of Alabama Elk Composite Building Products, Inc. Elk Corporation of Arkansas Elk VersaShield Building Solutions, Inc. Elk Corporation of America RGM Products, Inc. Elk Slate Products, Inc. Ridgemate Manufacturing Products, Inc. Elk Technology Group, Inc Ch.romiun Corporation Lufkin Forward, Inc.
10
Elk technologies, Inc. Midland Forward, Inc. Elk Group, Inc. (f/k/a Elcor Management Corp.) NELPA, Inc. Elk Group, L.P. (f/k/a Elcor Service Limited Partnership
11
SCHEDULE II Interested Parties (including affiliates) that Quinn Emanuel has represented, currently represents, and may in the future represent in matters unrelated to the Debtors chapter 11 cases.
Debtor and Related Entities International Specialty Products, Inc.
Creditors Bank of New York, ING Investment Management, and an affiliate of TCW Asset Management
12
Case 01-30135-RG Doc 9102-2Document906-2 Filed05/07/12 Page14 of 15 Desc Case5:11-cv-01846-LHK Filed 04/28/09 Entered 04/28/09 12:51:15 Proposed Order Page 1 of 2
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-2(c) RIKER, DANZIG, SCHERER, HYLAND & PERRETTI LLP Dennis J. OGrady, Esq. (DO 7430) Mark E. Hall, Esq. (MH 9621) Headquarters Plaza, One Speedwell Avenue, P.O. Box 1981, Morristown, New Jersey 07962-1981 (973) 538-0800 Chapter 11 DEWEY & LEBOEUF LLP Martin J. Bienenstock, Esq. (MB 3001) Timothy Q. Karcher, Esq. (TQK 6173) 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000 Co-Attorneys for the Debtors In re: G-I HOLDINGS INC., et. al., Debtors. Case Nos. 01-30135 and 01-38790 (RG) (Jointly Administered) Honorable Rosemary Gambardella, U.S.B.J.
ORDER PURSUANT TO 11 U.S.C. 327(e) AND 328(a) APPROVING THE EMPLOYMENT, RETENTION, AND SUBSTITUTION OF QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP AS SPECIAL LITIGATION COUNSEL FOR DEBTORS NUNC PRO TUNC TO APRIL 15, 2009 The relief set forth on the following page, numbered two (2), is hereby ORDERED.
Case 01-30135-RG Doc 9102-2Document906-2 Filed05/07/12 Page15 of 15 Desc Case5:11-cv-01846-LHK Filed 04/28/09 Entered 04/28/09 12:51:15 Proposed Order Page 2 of 2
Debtor: G-I Holdings Inc., et al. Case Nos. 01-30135 and 01-38790 (RG) (Jointly Administered) Caption of Order ORDER PURSUANT TO 11 U.S.C. 327(e) AND 328(a) APPROVING THE EMPLOYMENT, RETENTION, AND SUBSTITUTION OF QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP AS SPECIAL LITIGATION COUNSEL FOR DEBTORS NUNC PRO TUNC TO APRIL 15, 2009
This matter coming to be heard upon the Motion of the Debtors for an Order pursuant to 11 U.S.C. 327(e) and 328(a) approving the employment, retention, and substitution of Quinn, Emanuel, Urquhart, Oliver and Hedges, LLP (the Application); and the Court having reviewed the Application and the appended Declaration of Andrew J. Rossman (the Rossman Declaration) in support of such Application, and it appearing, based on the representations made in the Application (and the pleadings incorporated therein) that Quinn Emanuel Urquhart Oliver and Hedges, LLP (Quinn Emanuel) represents no interest adverse to Debtors estate with respect to the matters upon which it is to be engaged and that the employment of Quinn Emanuel as special litigation counsel is necessary and in the best interest of Debtors estates and their creditors; and the Court having jurisdiction to consider the Application and the relief requested therein in accordance with 28 U.S.C. 1334; and it appearing that due and proper notice of the Application has been given; and upon the proceedings had before the Court, and good and sufficient cause appearing therefore, it is hereby ORDERED that the Application is granted; and it is further ORDERED that, pursuant to Bankruptcy Code sections 327(e) and 328(a), Debtors retention of Quinn Emanuel Urquhart Oliver and Hedges, LLP as special litigation counsel, nunc pro tunc as of April 15, 2009, upon the terms and conditions set forth in the Application is approved.

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Case5:11-cv-01846-LHK Document906 Filed05/07/12 Page1 of 8

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Starting in late November, a team of Morrison & Foerster attorneys began to

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Case5:11-cv-01846-LHK Document906-1 Filed05/07/12 Page1 of 2

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$116,669 $29,167 $113,650.70

Case5:11-cv-01846-LHK Document906-2 Filed05/07/12 Page1 of 15

Quinn Emanuel regularly participates in a wide range of bankruptcy-related,

SCHEDULE I INTERESTED PARTIES

Debtor and Related Entities International Specialty Products, Inc.

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