FOX ROTHSCHILD LLP Yann Geron 100 Park Avenue, Suite 1500 New York, New York 10017

(212) 878-7900 Attorneys for Yann Geron, Chapter 7 Trustee

Hearing Date: December 15, 2009 Hearing Time: 10:00 a.m.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : THELEN LLP, : : Debtor. : ------------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

TRUSTEES APPLICATION FOR AN ORDER AUTHORIZING THE TRUSTEE TO (i) RETAIN ALTMAN & CRONIN BENEFIT CONSULTANTS, LLC AS CONSULTANTS AND ACTUARIES TO THE DEBTORS EMPLOYEE BENEFIT PLANS, AND (ii) PAY FOR SUCH PROFESSIONALS FEES AND EXPENSES FROM THE APPLICABLE PLANS WHERE POSSIBLE TO THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE: Yann Geron (the Trustee), chapter 7 Trustee of the estate of Thelen LLP (the Debtor), the above-captioned debtor, as and for his application (the Application) seeking an order authorizing the Trustee to (i) retain1 and employ Altman & Cronin Benefit Consultants, LLC (Altman & Cronin) as his benefit consultants and actuaries to render administrative services to Thelen LLP Cash Balance Plans, Thelen LLP Cash Balance Master Trust and the Reid & Priest Defined Benefit Plan for Staff Employees, and (ii) pay Altman & Cronins professional fees and expenses from the applicable plans where permitted by law, upon information and belief, respectfully sets forth and represents as follows:
1

As further detailed below, this application concerns services in connection with Thelen LLPs employee benefit plans, which are not property of the Debtors estate. However, Trustees administration of these plans is mandated by law and, therefore, to the extent these services are connected to Trustees statutory duties, they may be seen as services for the benefit of the estate.
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Jurisdiction 1. This Court has jurisdiction over this case and Application pursuant to 28

U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper in this district and before this Court pursuant to 28 U.S.C. 1408 and 1409. Introduction 2. On September 18, 2009 (the Petition Date), the Debtor filed a voluntary

petition for relief under chapter 7 of Title 11 of the United States Code (the Bankruptcy Code), in the United States Bankruptcy Court for the Southern District of New York. Yann Geron was appointed interim chapter 7 trustee of the Debtors estate. Mr. Geron has since qualified as permanent chapter 7 trustee and is currently serving in that capacity. 3. Prior to the Petition Date, Thelen LLP, formerly known as Thelen Reid

Brown Raysman & Steiner, operated largely as a bicoastal law firm with principal offices in New York and San Francisco, and other offices located in 8 U.S. cities, England and China. At its peak, Thelen employed roughly 600 attorneys. Thelen was founded in 1924 in San Francisco as Thelen, Marrin, Johnson & Bridges. In June 1998, Thelen Marrin merged with New York-based Reid & Priest, a firm with approximately 160 attorneys. On December 1, 2006, Thelen Reid & Priest merged with Brown Raysman Millstein Felder & Steiner, LLP, creating the bicoastal structure of the firm. Thelen was ranked 70th in the National Law Journals 2007 survey of the nations largest firms. Upon information and belief, a number of factors caused the firms demise, including difficulties following the Brown Raysman merger, significant partner departures, and failed merger discussions. 4. In October 2008, the Debtor formally voted to dissolve the partnership.

Thereafter, the Debtor began its wind-down process under the guidance of a dissolution committee. Thelens dissolution committee appears to have focused its efforts on collection of
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Thelens accounts receivable, paying down its secured lines of credit with Citibank N.A. (Citibank), Thelens principal lender, and transitioning client files, using a skeleton staff in a small portion of Thelens San Francisco offices. After some months in dissolution, it appears that collections slowed and the Debtors pared-down operating costs became unsustainable under the Debtors arrangement with Citibank. As a result, the Debtor filed the instant bankruptcy proceeding. 5. On the Petition Date, the Debtor was the sponsor of the following

employee benefit plans: (a) Reid & Priest Defined Benefit Plan for the Staff Employees 005; (b) Thelen LLP Cash Balance Plan 013 (merged into plan 014 in 2008); and (c) Thelen LLP Cash Balance Plan 014. and the following master trust: (a) Thelen LLP Cash Balance Master Trust 015 (final Form 5500 filed for 2008) . (collectively, the Employee Benefit Plans). 6. Under 29 U.S.C. 1002(16), as of the Petition Date, the Debtor was the

statutory Plan Administrator of the Employee Benefit Plans and had the responsibility for administrating such plans for the benefit of their respective participants. Section 704(a)(11) of the Bankruptcy Code mandates that The Trustee shallif, at the time of the commencement of the case, the debtor served as the administrator (as defined in section 3 of the Employee Retirement Income Security Act of 1974) of an employee benefit plan, continue to perform the obligations required of the administrator. 7. Accordingly, by virtue of his appointment, the Trustee is responsible for

making determinations regarding the Employee Benefit Plans, including determining benefits payable to participants, filing appropriate governmental forms regarding such plans, and effectuating an orderly termination of those plans.
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8.

The Trustee has determined that he needs to retain Altman & Cronin as his

consultants and actuaries to assist him with the administration of the Employee Benefit Plans. Altman & Cronin served in this capacity since January 2007, and therefore, Altman & Cronin have significant knowledge of the Employee Benefit Plans. Their assistance is required to prepare governmental filings, prepare valuation reports and actuarial certifications, calculate participant benefits and advise the Trustee regarding the termination of the cash balance plan and the defined benefit plan. 9. To the extent permitted under the Employee Retirement Income Security

Act (ERISA), and to the extent that the Employee Benefit Plans possess sufficient assets, Altman & Cronins professionals and expenses for services rendered herein shall be paid from the assets of the applicable plans. Otherwise Trustee will seek to have such fees paid from the Debtors estate upon proper application to, and award by, the Bankruptcy Court. Relief Requested 10. By this Application, the Trustee seeks authority to retain Altman & Cronin

to, among other things, perform the following tasks for the Employee Benefit Plans: (a) to consult with the Trustee on which type of plan termination is best for the cash balance plans and the defined benefit plan and how to proceed on the chosen path and work with the Pension Benefit Guaranty Corporation (PBGC) on the chosen termination including discussions and conferences with the PBGC; (b) to assist the Trustee in filing applications for termination for the cash balance plans and the defined benefit plan with the PBGC, in the administration of the final benefit elections and payments and, if required, to work with the PBGC to transfer plan records; (c) to prepare the 2009 and subsequent Valuation Reports, including the determination of the minimum funding requirement for the plans and issue an AFTAP funding level certification, if required by law; (d) to assist the Trustee in the preparation of the annual governmental filings (including IRS Form 5500 and PBGC premium filings) for plan years 2008
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and up to and including the plan year in which plan assets are distributed or taken over by the PBGC; and (e) to render such other services as the Trustee deems necessary in connection with the administration of the Employee Benefit Plans. 11. The Trustee is informed and believes that all services to be provided by

Altman & Cronin under this retention constitute legal and valid plan expenses which are properly payable from the assets of the Employee Benefit Plans, and such expenses shall be payable from the Employee Benefit Plans to the extent that the plans to which the services are rendered have sufficient assets. Any fees which exceed the assets in the plans would require application to, and award by, this Court. 12. To the best of Trustees knowledge, except as is set forth herein and in the

affidavit of Andrew Ferguson (the Ferguson Affidavit), partner of Altman & Cronin, which is annexed hereto as Exhibit A, Altman & Cronin have no known connection with the Debtor, its creditors, or any other party in interest. 13. Fox Rothschild LLP was retained as general counsel to the Trustee

pursuant to the order of this Court. Fox Rothschilds services in connection with the Employee Benefit Plans shall be billed separately, and upon consideration by this Court on due notice, shall be paid directly from such plans to the extent of the assets in the plans. The Trustee intends to work closely with other professionals to ensure that there is no unnecessary duplication of services performed or charged to Debtors estate. 14. Subject to this Courts approval, Altman & Cronin will charge for its

professional services on an hourly basis in accordance with its ordinary and customary hourly rates for services of this type and nature, for the type of matter in effect on the date such services are rendered and for its actual, reasonable and necessary out-of-pocket disbursements incurred in connection therewith as set forth in the Ferguson Affidavit.
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15.

The Trustee intends to make an application to this Court for payment of

professional fees from the applicable plan where possible and from the estate where necessary in accordance with the applicable provisions of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedures, the Local Bankruptcy Rules, orders of this Court, and the Guidelines promulgated by the United States Trustee. 16. To the best of the Trustees knowledge, other than as disclosed in the

Ferguson Affidavit, Altman & Cronin have no connection with and no interests adverse to the Trustee, Debtor or its estate, the creditors, or any other party in interest herein or their respective attorneys or accountants, in matters relating to the Debtor or its estate. 17. To the best of the Trustees knowledge and except as otherwise disclosed

in the Ferguson Affidavit: (i) Altman & Cronin do not hold or represent any interest adverse to the Trustee with respect to the matters for which they are being retained; (ii) Altman & Cronin are disinterested persons as that phrase is defined in section 101(14) of the Bankruptcy Code; (iii) Altman & Cronin do not have any connection with the Debtor, its estate, or creditors; and (iv) their employment is necessary and in the best interests of the Debtors estate. 18. The Trustee believes that the retention of Altman & Cronin is in the best

interests of the Trustee, Debtors estate, and creditors. 19. other Court. No application has been made for the relief requested herein to this or any

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WHEREFORE, the Trustee respectfully requests that this Court enter an order, substantially in the form annexed hereto as Exhibit B, (i) authorizing him to employ Altman & Cronin as his benefits consultants and actuaries to render administrative services to the Employee Benefit Plans on the terms and to the extent detailed in this Application, and (ii) that he be granted such other and further relief as is just. Dated: New York, New York November 18, 2009 FOX ROTHSCHILD LLP Attorneys for Yann Geron, Chapter 7 Trustee

By: /s/ Yann Geron Yann Geron 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Inre THELEN LLP, Debtor. :
:

Chapter 7 Case No. 09-15631 (ALG)

: : :

AFFIDAVIT OF ANDREW FERGUSON, ON BEHALF OF ALTMAN & CRONIN BENEFIT CONSULTANTS, LLC, PROPOSED BENEFIT CONSULTANTS AND ACTUARIES TO THE DEFINED BENEFIT .PLANS STATE OF CALIFORNIA )
,) SS."

COUNTY OF C ~/~ ~~ ANDREW FERGUSON, being duly swom, deposes and says: 1. I am fully familiar with the facts stated herein, and make this affidavit in

support of an order authorizing Yann Geron (the "Trustee"), the chapter 7 Trustee of the estate of Thelen LLP (the "Debtor"), the above-captioned debtor, to retain Altman & Cronin Benefit Consultants, LLC ("Altman & Cronin") as benefit consultants and actuaries for the Thelen LLP Cash Balance Plans, Thelen LLP Cash Balance Master Trust and the Reid & Priest Defined Benefit Plan for Staff Employees (collectively, the "Employee Benefit Plans"). 2. I am a partner of Altman & Cronin, a Califomia limited liability

corporation, operating as a benefit consulting and actuarial firm, witl~ offices at 100 Pine Street, Suite 1500, San Francisco, California 94111. 3. To the best of my knowledge, except as specifically set forth herein,

Altman& Cronin have no material eormection with the Debtox, any creditor, or other party in interest in the instant case, which would affect Altman & Cronins services in this case, other than we were retained pre-pefition to assist with the administration and termination of the
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Employee Benefit Plans sponsored by the Debtor. 4. Airman & Cronin have no material interest adverse to the estate and

Altman& Cronin believe that we are a "disinterested party" as required by section 327(a) of the Bankruptcy Code and as that term is defined by section 101 (14) of the Bankruptcy Code. Except as detailed herein, Altman& Cronin have no interest adverse to, and no connections to, the Debtor, the Debtors estate, its creditors or any other party in interest herein or their respective attorneys and accountants with respect to matters for which we are to be engaged. 5. Altman & Cronins current billing rates range from $95 to $415 per hour

with most consulting work being performed at the high end of this range and a majority of the administrative work being performed at approximately the $250 per hour level. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are set at a level designed to fairly compensate Altman& Cronin for its work and to cover fixed and routine overhead expenses. Altman & Cronin will charge for these expenses in a manner and at rates consistent with charges made generally to other Altman& Cronin clients. Altman & Cronin agrees to seek reimbursement of its fees and expenses from the pension plans at issue, or if such plans may not or cannot pay such fees and expenses, then from the Debtors estate, as allowed pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and Orders of this Court.

Andrew Ferguson Sworn to before me this Ii~~:klay of November, 2009

~-~ APRIL M. JOHNSON ~

13, o,3 ,,

2
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Exhibit B UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : THELEN LLP, : : Debtor. : ------------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

ORDER AUTHORIZING THE TRUSTEE TO (i) RETAIN ALTMAN & CRONIN BENEFIT CONSULTANTS, LLC AS CONSULTANTS AND ACTUARIES TO THE DEBTORS EMPLOYEE BENEFIT PLANS, AND (ii) PAY FOR SUCH PROFESSIONALS FEES AND EXPENSES FROM THE APPLICABLE PLANS WHERE POSSIBLE Upon the application dated November 18, 2009 (the Application), of Yann Geron (the Trustee), chapter 7 trustee of the estate of Thelen LLP (the Debtor), the abovecaptioned debtor, for an order authorizing the Trustee to (i) retain and employ Altman & Cronin Benefit Consultants, LLC (Altman & Cronin) as his benefit consultants and actuaries to render administrative services to Thelen LLP Cash Balance Plans, Thelen LLP Cash Balance Master Trust and the Reid & Priest Defined Benefit Plan for Staff Employees (collectively, the Employee Benefit Plans), and (ii) pay Altman & Cronins professional fees and expenses from the applicable plans where permitted by law; and upon the affidavit of Andrew Ferguson, partner of Altman & Cronin (the Ferguson Affidavit), in support thereof; and it appearing that Altman & Cronin represent no interest adverse to the Trustee, the Debtor, its estate or creditors with respect to the matters for which they are to be engaged, that Altman & Cronin are disinterested persons as that term is defined in 11 U.S.C. 101(14), and that their employment is necessary and in the best interests of the estate; and it appearing that good and sufficient notice of the Application has been given; and due consideration having been given to any responses thereto; and a hearing on the Application having been held before this Court on December 15, 2009 (the
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Hearing); and upon record of the Hearing, which is incorporated herein by reference; and for good and sufficient cause; it is hereby ORDERED, that the Trustee be and he hereby is authorized to retain Altman and Cronin as his benefit consultants and actuaries to render administrative services to Employee Benefit Plans herein on the terms and conditions set forth in the Application and the Ferguson Affidavit; and it is further ORDERED, that Trustee is directed to make the necessary applications to this Court seeking payment Altman & Cronins professional fees and expenses from the applicable plan where possible and from the estate where otherwise necessary in accordance with the applicable provisions of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedures, the Local Bankruptcy Rules, orders of this Court, and the Guidelines promulgated by the United States Trustee; and it is further ORDERED, that this court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated: New York, New York December ___, 2009 HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE

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