IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN ... · Pursuant to Federal Rules of Civil...

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

Juan Ramon Torres, Christopher Robison, as Executor of the Estate of Eugene Robison, Deceased, and Luke Thomas,

Plaintiffs, vs. SGE Management, LLC, et al.,

Defendants. _____________________________________

Civil Action No. 4:09-cv-2056

APPLICATION FOR ATTORNEY’S FEES ON BEHALF OF GOLDSTEIN & RUSSELL, P.C.

Case 4:09-cv-02056 Document 295 Filed in TXSD on 08/31/18 of 31

i

TABLE OF CONTENTS

TABLE OF AUTHORITIES .......................................................................................................... ii

INTRODUCTION .......................................................................................................................... 1

FACTUAL BACKGROUND ......................................................................................................... 4

1. G&R’s Agreement To Assist In This Matter At The Appeals Stage ................................... 4

2. G&R’s Efforts On Behalf Of The Class .............................................................................. 6

3. Matters Subsequent To The Appeal ..................................................................................... 9

4. G&R’s Skill And Reputation ............................................................................................... 9

ARGUMENT ................................................................................................................................ 11

I. G&R’s Fee Request Is Reasonable Under Any Possible Approach To The Calculation Of An Appropriate Award In This Case ............................................................ 11

a. G&R’s requested fee is reasonable ................................................................................. 13

b. G&R’s fee is supported by a lodestar cross-check ......................................................... 16

i. G&R’s hours and rates are reasonable .................................................................... 16

ii. The lodestar cross-check multiplier of 2.08 for G&R’s requested fee is reasonable based on Circuit averages and the Johnson factors ............................... 19

II. The Requested Award Of Costs Is Reasonable ..................................................................... 25

CONCLUSION ............................................................................................................................. 25


ii

TABLE OF AUTHORITIES

Cases

Altier v. Worley Catastrophe Resp., LLC, Nos. 11-241, 11-242, 2012 WL 161824 (E.D. La. Jan. 18, 2012) ........................................ 17

Billitteri Sec. v. Am., Inc., No. 09-1568, 2011 WL 3585983 (N.D. Tex. Aug. 4, 2011) ............................... 20, 23, 24, 25

Blum v. Stenson, 465 U.S. 886 (1984) ............................................................................................................... 17

Braud v. Transport Serv. Co., Nos. 05-1898, 05-1977, 05-5557, 06-0891, 2010 WL 3283398 (E.D. La. Aug. 17, 2010) ....................................................................................................... 24

Brewer v. BP P.L.C., No. 11-401, 2012 WL 13042626 (E.D. La. May 11, 2012) .................................................. 14

Buettgen v. Harless, No. 09-791, 2013 WL 12303143 (N.D. Tex. Nov. 13, 2013) ............................................... 14

Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68 (2d. Cir. 2018) ................................................................................................... 10

In re Combustion, Inc., 968 F. Supp. 1116 (W.D. La. 1997) ...................................................................................... 19

DeHoyos v. Allstate Corp., 240 F.R.D. 269 (W.D. Tex. 2007) ......................................................................................... 13

In re Energy Future Holdings Corp., 842 F.3d 247 (3d Cir. 2016) .................................................................................................. 19

In re Enron Corp. Sec., Derivative & ERISA Litig., 586 F. Supp. 2d 732 (S.D. Tex. 2008) ................................................................. 12, 18, 21, 24

Erica P. John Fund, Inc. v. Halliburton Co., No. 02-1152, 2018 WL 1942227 (N.D. Tex. Apr. 25, 2018) .............................. 14, 17, 22, 24

Farrar v. Hobby, 506 U.S. 103 (1995) ............................................................................................................... 24

Forbush v. J.C. Penney Co., 98 F.3d 817 (5th Cir. 1996) ................................................................................................... 14

Gelboim v. Bank of Am. Corp., 823 F.3d 759 (2d Cir. 2016) .................................................................................................. 10

In re Heartland Payment Sys., Inc. Customer Data Breach Litig., 851 F. Supp. 2d 1040 (S.D. Tex. 2012) ........................................................................... 18, 24

Intellectual Ventures I LLC v. Symantec Corp., 838 F.3d 1307 (Fed. Cir. 2016) ............................................................................................. 11

Intellectual Ventures II LLC v. JPMorgan Chase & Co., 781 F.3d 1372 (Fed. Cir. 2015) ............................................................................................. 11

Johnson v. Ga. Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) .......................................................................................... passim


iii

Klein v. O’Neal, Inc., 705 F. Supp. 2d 632 (N.D. Tex. 2010) .................................................................................. 20

La. Power & Light Co. v. Kellstrom, 50 F.3d 319 (5th Cir. 1995) ................................................................................................... 17

Longden v. Sunderman, 979 F.2d 1095 (5th Cir. 1992) ......................................................................................... 11, 14

Migis v. Pearle Vision, Inc., 135 F.3d 1041 (5th Cir. 1998) ............................................................................................... 24

In re Payment Card Interchange Fee & Merch. Disc. Antitrust Litig., 827 F.3d 223 (2d. Cir 2016) .................................................................................................. 11

Petro Star Inc. v. FERC, 835 F.3d 97 (D.C. Cir. 2016) ................................................................................................. 11

Powell v. Comm’r, 891 F.2d 1167 (5th Cir. 1990) ............................................................................................... 17

Quill Corp. v. North Dakota, 504 U.S. 298 (1992) ............................................................................................................... 10

In re Rite Aid Corp. Sec. Litig., 396 F.3d 294 (3d Cir. 2005) .................................................................................................. 12

Saizan v. Delta Concrete Prod. Co., 448 F.3d 795 (5th Cir. 2006) ................................................................................................. 16

Sandwich Chef of Tex., Inc. v. Reliance Nat’l Indem. Ins. Co., 319 F.3d 205 (5th Cir. 2003) ............................................................................................. 3, 22

Slipchenko v. Brunel Energy, Inc., No. 11-1465, 2015 WL 338358 (S.D. Tex. Jan. 23, 2015) ............................................. passim

South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018) ........................................................................................................... 10

Turner v. Murphy Oil, USA, Inc., 472 F. Supp 2d 830 (E.D. La. 2007) ...................................................................................... 20

In re Vioxx Prods. Liab. Litig., 760 F. Supp. 2d 640 (E.D. La. 2010) ..................................................................................... 12

W. Org. of Res. Councils v. Zinke, 892 F.3d 1234 (D.C. Cir. 2018) ............................................................................................. 11

In re Wayne Farms LLC FLSA Litig., No. 07-1872, 2009 WL 5206484 (S.D. Miss. Dec. 23, 2009) ............................................... 14

Rules

Fed. R. Civ. P. 23(f) .............................................................................................................. 3, 4, 23

Fed. R. Civ. P. 23(h) ....................................................................................................................... 1

Fed. R. Civ. P. 54(2)(d)................................................................................................................... 1


iv

Other Authorities

Billing Rates at the Nation’s Priciest Law Firms, Nat’l L.J. (Jan. 5, 2015) ................................. 18

Joan Biskupic et al., The Echo Chamber, Reuters (Dec. 8, 2014) ................................................ 10

Aebra Coe, Law Partners’ Hourly Rates Keep Climbing, Law360 (Feb. 27, 2018) .................... 18

Comm. on the Judiciary, U.S. Senate, Questionnaire for Judicial Nominees, James C. Ho., https://www.judiciary.senate.gov/imo/media/doc/James%20Ho%20SJQ.pdf .............. 15

Theodore Eisenberg & Geoffrey Miller, Attorney Fees and Expenses in Class Action Settlements: 1993–2008, 7 J. Empirical Legal Stud. 248 (2010) .......................................... 13

Alison Frankel, Want to Get Your Case to the Supreme Court? New Study Tells You Which Lawyers to Hire, Reuters (Jan. 22, 2016) ................................................................... 10

Dana Livingston, En Banc Review in the Fifth Circuit .................................................................. 2


1

INTRODUCTION

Pursuant to Federal Rules of Civil Procedure 54(2)(d) and 23(h), the law firm of Goldstein

& Russell, P.C. (G&R) hereby moves through its attorney and partner Mr. Eric Citron for an award

of attorney’s fees for services rendered to the plaintiff classes in this matter. For reasons that

follow, the Court should grant G&R’s request for attorney’s fees in the amount of $1,698,000.00

and costs in the amount of $5,182.65, for a total award of $1,703,182.65.

The primary justification for the precise amount G&R seeks is an agreement among G&R

and appointed class counsel that G&R would assist with all the appellate matters in this case on a

contingent basis in exchange for a designated percentage of any amount awarded to the attorneys

following a successful outcome. See Ex. A. That agreement was negotiated at arm’s length and

in good faith between G&R and attorneys Matthew J.M. Prebeg and Andrew Kochanowski (who

had been appointed as class counsel); it was contemplated in some form as early as February 2014,

and was finally negotiated and reduced to a signed agreement on June 26, 2014. See id. It was

also later recorded in an agreement among a broader group of appointed and associated class coun-

sel and class representatives. See Ex. B. Using the amount designated as uncontested for attor-

ney’s fees in the settlement agreement to perform the calculation in this contract yields the above

figure of $1,698,000.00.1 Moreover, as a reliable cross-check, this amount would represent a mul-

tiplier of approximately 2.08 on the $814,037.50 in attorney time expenses incurred by G&R in

four years of representing the class.

Such an award is not only appropriate based on the agreement among counsel, but is also

fully justified by the facts of G&R’s representation in this case, standing on their own. Many of

1 The calculation works as follows. First, netting costs yields an estimated net award of

$9,800,000.00. G&R is then entitled to 18% of the first $5,000,000.00, 17% of the next $3,000,000.00, and 16% of the remaining $1,800,000.00, which comes to a total of $1,698,000.00.


2

those facts, and their application to “percentage,” “lodestar,” and “hybrid” approaches to evaluat-

ing fee awards, are exhaustively summarized in the fee petitions already filed on behalf of Som-

mers Schwartz, P.C., see Dkt. 291 at 9-11 & nn.15-16, and Jeffrey W. Burnett, PLLC, see Dkt.

292 at 3-4, 6-11. These applications also set forth a useful analysis of the twelve-point test of

Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974). See, e.g., Dkt. 291 at

16-23. G&R joins in the analysis set forth in those petitions, and, in general, will endeavor to

avoid duplication.2 A few factors, however, bear special emphasis out the outset.

First, G&R is a nationally recognized firm specializing in U.S. Supreme Court and appel-

late advocacy, and its attorneys have extraordinary qualifications for the kind of complex, high-

stakes appellate litigation that this case involved. Indeed, class counsel’s decision to retain that

expertise in this case proved well justified. The successful grant of rehearing en banc in the Fifth

Circuit that counsel secured in this case is exceedingly rare. See, e.g., Dana Livingston, En Banc

Review in the Fifth Circuit (Ex. C) at 1 (reporting grant rates ranging from 1.3% to 3.1% of peti-

tions). Opposing counsel for the defendants before the Fifth Circuit (Mr. James Ho) was himself

a recognized and highly regarded appellate specialist, who has since been appointed to the Fifth

Circuit. G&R’s expertise was thus essential in both ultimately prevailing before the court of ap-

peals and in fighting off the defendants’ strong petition for certiorari in the Supreme Court of the

2 G&R’s preference would have been to file a joint fee application and to allocate fees ac-

cording to counsel’s agreement with the blessing of this Court. G&R agrees, moreover, that the only barrier to the filing of a joint fee petition in this matter is the uncertainty surrounding the winding up of ClearmanPrebeg, LLP. See, e.g., Dkt. 291 at 2 & nn.2-3. Thus, apart from any issue regarding the allocation of any fee award as between Mr. Clearman and Mr. Prebeg, G&R agrees with and joins in the other fee applications already filed in this matter, and believes that the easiest path forward is to award the fees to which the other firms are entitled, reserving if necessary any question of allocation as between Mr. Prebeg and Mr. Clearman. G&R also understands that Mr. Kochanowski, Mr. Prebeg, and Mr. Burnett agree that G&R is entitled to the full amount it is seeking here. Mr. Clearman’s position is unclear.


3

United States. This was a complex case on the cutting edge of multiple issues in RICO and class-

certification law, and G&R produced an exemplary result—an en banc opinion that is now one of

the leading decisions in favor of class certification in large-scale fraud cases.

Second, a modest multiplier on G&R’s time is easily justified by the risk involved in this

case (among other factors). At the time that G&R agreed to undertake a substantial investment of

its time and energy in the class’s representation, the Fifth Circuit had granted a petition for imme-

diate appeal under Federal Rule of Civil Procedure 23(f)—a signal of skepticism towards the plain-

tiffs’ case. Meanwhile, the Fifth Circuit’s pre-existing precedent regarding class actions in fraud

cases was perhaps the most inhospitable in the Nation. See, e.g., Sandwich Chef of Tex., Inc. v.

Reliance Nat’l Indem. Ins. Co., 319 F.3d 205 (5th Cir. 2003). The resulting risk for G&R is amply

demonstrated by the reversal ordered by the initial appellate panel, and the need to obtain extraor-

dinary intervention from the en banc court of appeals for plaintiffs to prevail in this case. Simply

put, a 50/50 bet on prevailing in this matter at the time that G&R agreed to take it on would not

have been favorable odds, leaving aside the ultimate difficulties in securing a favorable settlement

after appeal, and the inevitable delay in obtaining remuneration. That fulsomely supports a mul-

tiplier of just over 2X on G&R’s actual attorney time expenses.

Finally, we note that while G&R attorneys have higher rates than some other counsel in

this case, those rates are very competitive relative to their peers at other nationally recognized

Supreme Court and appellate litigation practices. In fact, G&R handles appeals like this one at

substantially lower overall expense than many similar firms because of the minimal number of

lawyers it staffs on any given case. In this instance, the vast bulk of the work was performed by a

single attorney (Mr. Citron), substantially reducing the duplication of efforts and the overall ex-

pense of the appeal. At a comparable, larger law firm with a comparable Supreme Court and


4

appellate litigation practice, the attorney time on an appeal like this one would likely exceed

$1,000,000 or more. See Declaration of David C. Frederick (Ex. D) ¶16; Declaration of Eric F.

Citron (Citron Decl.) ¶14.

For these and other reasons provided in greater detail below, the Court should grant this

motion and award G&R attorney’s fees and expenses in the amount of $1,703,182.65.

FACTUAL BACKGROUND

Because we have endeavored not to repeat the factual accounts and legal analysis in the

petitions already filed—which we generally endorse, see supra note 2—the following facts are

limited to the essential aspects of G&R’s participation in this case.

1. G&R’s Agreement To Assist In This Matter At The Appeals Stage

G&R first became involved in this case in February 2014, after this Court had issued its

order granting class certification in part, and after defendants had filed a Rule 23(f) petition in the

Fifth Circuit seeking immediate appeal of that order. Mr. Goldstein and Mr. Citron were ap-

proached by class counsel Mr. Prebeg and Mr. Kochanowski, who were seeking assistance in op-

posing the Rule 23(f) petition and then defending this Court’s order on the merits if that petition

was eventually granted. G&R agreed to assist in this matter for a flat contingent fee if the Rule

23(f) petition was denied, and that it would likely assist on the merits on a percentage contingent

basis to be negotiated in the future if the Rule 23(f) petition was in fact granted. See Citron Decl.

¶3. The Fifth Circuit ultimately granted the Rule 23(f) petition, and the case was scheduled for

briefing on the merits.

In June 2014, G&R agreed with class counsel on the terms that would govern G&R’s as-

sistance with the appeal in this matter. The agreement—signed by appointed class counsel Mr.

Prebeg and Mr. Kochanowski—was finally executed on June 26, 2014, and set forth the following

terms for a contingency fee. Under the agreement, G&R would have “primary responsibility for


5

handling the appeal of this matter, including preparing and filing all appellate briefing and for oral

argument at the Fifth Circuit, and if necessary and permitted, the Supreme Court of the United

States.” Ex. A at 1. G&R’s compensation would be calculated by taking “a percentage of the

attorney’s fees awarded, net of expenses, pursuant to the following scale”:

Attorney Fee Range Percentage Fee to G&R $0 to $5,000,000 18% of the fees in this range, plus >$5,000,000 to $8,000,000 17% of the fees in this range, plus >$8,000,000 16% of the fees in this range

See id. The parties pledged that they would “make all reasonable efforts to effect the recovery of

expenses and division of fees expressed in this letter” agreement. Id. at 2. In addition to agreeing

to a pure contingency arrangement as compensation, G&R agreed to advance any necessary ex-

penses for the appeal. Id. at 1.

When G&R was retained pursuant to that agreement, Mr. Citron and Mr. Goldstein had no

knowledge regarding Mr. Clearman’s participation in and absence from the case, nor of the cir-

cumstances of his incapacitation. But it appears from other filings that, at the time of the agree-

ment, Mr. Clearman was in treatment and not participating in making strategic decisions on behalf

of the class, having entrusted that responsibility in his absence to Mr. Prebeg and/or Mr. Kochan-

owski. See, e.g., Dkt. 140 (appointing Mr. Prebeg as lead counsel); Dkt. 291 at 2 n.3; Dkt. 206 at

2, 6 (dating Mr. Clearman’s absence for treatment from at least November 2013 to January 2015);

Citron Decl. ¶¶4, 6. Mr. Citron and Mr. Goldstein had no reason to doubt that appointed class

counsel Mr. Kochanowski and Mr. Prebeg had authority to bind the class and its representatives;

the decision to enter into the fee agreement did in fact bind class counsel and representatives; and

G&R relied upon the promises made in this binding agreement when performing its substantial

work on this matter. See Citron Decl. ¶6.


6

At some point thereafter, Mr. Prebeg, Mr. Kochanowski, and Mr. Burnett recorded an

agreement incorporating (among other things) the terms of G&R’s compensation as associated

counsel in this matter. See Ex. B (also filed as Dkt. 292-4, Ex. A-3). Because that agreement

concerned the allocation of expenses and other responsibilities among other class counsel, G&R

was not a necessary party to that agreement and was not asked to sign it. See id. Although it is

not relevant to this petition, G&R understands that Mr. Clearman did not sign that particular reci-

tation of the agreement, but did in fact agree with G&R’s retention as appellate counsel.

2. G&R’s Efforts On Behalf Of The Class

G&R expended considerable time and effort on the proceedings in the Fifth Circuit and the

Supreme Court of the United States from February 2014 until the case was finally remanded to

this Court in late 2017. In addition to various procedural and smaller filings, these efforts included:

1) A brief opposing defendants’ Rule 23(f) petition,

2) A brief on the merits in the initial appeal,

3) A supplemental appendix for use by the Fifth Circuit in the appeal,

4) A post-argument supplemental brief ordered by the Fifth Circuit,

5) A Rule 28(j) letter respecting new authority,

6) Oral argument before the initial Fifth Circuit panel,

7) A petition for rehearing en banc,

8) A supplemental brief for the en banc Fifth Circuit,

9) An opposition to divided argument requested by defendants’ amici,

10) Oral argument before the en banc Fifth Circuit,

11) A Rule 28(j) letter respecting post-argument submissions by defendants’ amici,

12) An opposition to rehearing before the en banc Fifth Circuit, and

13) A brief in opposition to certiorari before the United States Supreme Court.


7

See Citron Decl. ¶7. In addition to these filings and proceedings, the firm invested substantial time

in coordinating an amicus effort in the case, including outreach to multiple organizations that filed

briefs in support of plaintiffs (or declined to file briefs in support of the defendants) and to the

Federal Trade Commission. These efforts were principally handled by G&R partner Mr. Citron,

with advice and substantial contributions from G&R partner Mr. Goldstein. Other G&R partners,

including Kevin Russell and Tejinder Singh, also assisted in the representation, principally by

reading the briefs and joining moot courts to prepare for oral argument. In total, Mr. Citron ex-

pended 873 hours on the case, Mr. Goldstein expended 62 hours on the case, Mr. Singh expended

14.75 hours on the case, and Mr. Russell expended 5.25 hours on the case. See Ex. E at 15 (G&R

detailed time report); see generally Citron Decl.

These hours reflect the complexity of the case and the depth of the firm’s efforts on this

appeal, particularly those of Mr. Citron. Because this case involved a very deep factual record,

including a database of all relevant information about hundreds of thousands of class-member

independent associates, Mr. Citron was required to review and research that record at length for

the various filings and arguments in this matter. That is particularly so because the defendants

disputed the correct reading and interpretation of those record matters, and the Fifth Circuit ex-

pressed a profound interest in that information—including in its request for supplemental letter

briefing after the initial oral argument. Thus, working closely with Mr. Prebeg and Mr. Kochan-

owski, Mr. Citron spent many hours performing different kinds of detailed review and research in

the record at each stage of the appellate litigation. Moreover, because this case involved issues on

the cutting edge of RICO and class-action law, Mr. Citron researched and reviewed the relevant

case law in extraordinary depth. Among other things, in the course of preparing the briefing and


8

argument in this case, Mr. Citron reviewed every case available on Westlaw in which the terms

“pyramid scheme” and “class action” both appeared. See Citron Decl. ¶9.

Attached to this filing as Exhibit E is a timesheet reflecting the firm’s efforts from 2014 to

the end of 2017 on this matter. It shows a total of 955 hours of attorney time—reduced to 936.25

after write-offs for unproductive time—and a total of $814,037.50 in attorney time expenses. This

timesheet reflects contemporaneous time records as well as a comprehensive audit to ensure that

it accurately records the worked performed each day and does not record duplicative or unproduc-

tive time. Accordingly, it reflects a $0 charge for certain time deemed unproductive during that

audit and does not record time spent on (among other things) the detailed work required for this

petition and other matters after the conclusion of the appeal and related motions practice at the end

of 2017. Other unproductive time would not have been recorded in the first instance, pursuant to

the firm’s ordinary billing practices. See Citron Decl. ¶¶13, 25. The total attorney time expense

reflects G&R’s rate of $850 for partner time and $1,150 for Mr. Goldstein’s time, see id. ¶¶16, 19,

and together with the zeroing out of recorded by unproductive time, generates an average rate/hour

of about $853.

For multiple reasons, these calculations are likely to underestimate G&R’s total time ex-

penses on this matter. First, they exclude the considerable time spent on this petition and other

matters since the end of 2017. Second, because of its small size, G&R frequently uses student law

clerks or staff members to perform basic paralegal or document production and filing tasks, and

while the number of filings in this case and the review of the firm’s time sheets suggest that this

time was substantial, it was not tracked to this matter on an hourly basis, and so we have not

included it in the firm’s time expense records. See Citron Decl. ¶13; see generally Ex. E.

G&R also limited the overall time expense of the appeal by assigning nearly all of the work to a


9

single, more junior partner, using uncompensated outside mooters for moot courts, and exercising

its billing judgment in excluding unproductive time. See Citron Decl. ¶¶13, 14.3

Apart from attorney time, G&R incurred relatively minimal expenses associated with this

appeal. These include $1,250 for the printing of the brief in opposition, $1,737.76 for travel and

hotel stays for Mr. Goldstein to attend the en banc oral argument, and $2,194.89 for travel and

hotel stays for Mr. Citron to attend both oral arguments before the Fifth Circuit. See Ex. F (expense

receipts). G&R’s total expenses were thus $5,182.65.

3. Matters Subsequent To The Appeal

G&R played a limited role in the case following the remand to this Court, providing expert

advice and review on subsequent motions practice and strategic decisions. But, consistent with

the firm’s role as associate counsel, it was not involved in the negotiation of the final settlement

or any of the agreed terms. G&R was informed of the settlement at the end of February 2018, and

played a limited role in subsequent proceedings to finalize the settlement and related notices.

Based on that limited role and the likelihood that its efforts would duplicate those of other counsel,

G&R has not included any time expended after Dec. 29, 2017, including time related to research-

ing, auditing, and filing this fee application. We estimate this unrecorded time to be well in excess

of 50 attorney hours, principally expended by Mr. Citron, along with paralegal time expended in

preparing the documents for this filing.

4. G&R’s Skill And Reputation

G&R is a nationally recognized firm that specializes in high-stakes appellate litigation in

the federal courts of appeals and the United States Supreme Court. The firm has been lauded for

3 G&R also does not typically bill clients for internal printing costs, Westlaw research costs,

meals, or other expenses routinely included in client bills by comparable firms. These expenses are thus likewise absent from G&R’s total time and expense records.


10

its representation in many national publications. See, e.g., Alison Frankel, Want to Get Your Case

to the Supreme Court? New Study Tells You Which Lawyers to Hire, Reuters (Jan. 22, 2016) (call-

ing G&R “small but mighty” in an analysis of which “law firms … have enjoyed the most success

in obtaining and defeating certiorari.”); Joan Biskupic et al., The Echo Chamber, Reuters (Dec. 8,

2014). Mr. Goldstein, the firm’s founder, has argued 41 cases before the Supreme Court. The

firm now regularly is counsel or co-counsel to clients in approximately one out of every ten cases

that the Supreme Court hears on the merits, often in association with the Harvard Supreme Court

Litigation Clinic, which was founded and is still run by the firm’s partners. See Citron Decl. ¶17.

Mr. Citron, who had primary responsibility for this appeal along with Mr. Goldstein, is

also an accomplished appellate litigator with a specialty in consumer protection issues. Following

clerkships on the U.S. District Court of the District of Columbia and the U.S. Court of Appeals for

the District of Columbia Circuit, he served as a Counsel to the Assistant Attorney General in charge

of the Antitrust Division of the United States Department of Justice. He was then a senior associate

in the Supreme Court and Appellate Litigation practice at Wilmer Cutler Pickering Hale and Door

LLP, before clerking on the United States Supreme Court for Justices Elena Kagan and Sandra

Day O’Connor. Following his Supreme Court clerkship, he joined G&R, where he is a partner.

He has played a leading role in several high-profile cases involving competition and consumer

protection issues. He was counsel of record for the State of South Dakota in its successful effort

to have Quill Corp. v. North Dakota, 504 U.S. 298 (1992) overturned last Term in the Supreme

Court. See South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018). He also successfully repre-

sented the plaintiffs in several appeals from the multi-district litigation surrounding the LIBOR-

fixing scandal, see, e.g., Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68 (2d. Cir. 2018);

Gelboim v. Bank of Am. Corp., 823 F.3d 759 (2d Cir. 2016); In re LIBOR-Based Fin. Prods.,


11

No. 17-1569 (pending before 2d. Cir.); successfully represented hundreds of plaintiffs in their an-

titrust litigation against Visa and MasterCard, see In re Payment Card Interchange Fee & Merch.

Disc. Antitrust Litig., 827 F.3d 223 (2d. Cir 2016); and has had several oral arguments in high-

profile cases in the federal courts of appeals, see, e.g., W. Org. of Res. Councils v. Zinke, 892 F.3d

1234 (D.C. Cir. 2018); Intellectual Ventures I LLC v. Symantec Corp., 838 F.3d 1307 (Fed. Cir.

2016); Petro Star Inc. v. FERC, 835 F.3d 97 (D.C. Cir. 2016); Intellectual Ventures II LLC v.

JPMorgan Chase & Co., 781 F.3d 1372 (Fed. Cir. 2015). See Citron Decl. ¶15.

Both Mr. Goldstein and Mr. Citron teach Supreme Court litigation for Harvard Law

School’s Supreme Court litigation clinic, and are sought after in the Washington D.C. legal com-

munity as mooters to help prepare other attorneys for oral arguments. See Citron Decl. ¶17.

ARGUMENT

I. G&R’s Fee Request Is Reasonable Under Any Possible Approach To The Calculation Of An Appropriate Award In This Case.

The precise valuation of G&R’s fee request in this matter is a product of its agreement with

representatives for the class, and the resulting award sought by the firm is eminently reasonable.

As an initial matter, that agreement represents an appropriate means of valuing G&R’s contribu-

tion to class counsel’s efforts in this case. See, e.g., Longden v. Sunderman, 979 F.2d 1095, 1101

(5th Cir. 1992). And for reasons that are amply explained in this petition, the fee requests already

filed by Sommers Schwartz and Jeffrey Burnett, and the other petitions expected in this case, the

amount specified as uncontested for fees in the settlement agreement represents appropriate com-

pensation for the extraordinary result counsel achieved together for class members in this complex,

difficult and risky litigation. See, e.g., Dkt. 292 at 6 (collecting authorities for the proposition that

“[w]hen, like in this case, the amount of fees is agreed upon, is separate and apart from the class

settlement, and has been negotiated after the other terms have been agreed, the attorneys’ fee is


12

presumed to be reasonable”); id. at 8-10 (explaining that the portion of the settlement value desig-

nated for attorney’s fees compares favorably to other settlements using appropriate benchmark

analysis). Because the total compensation designated as uncontested in the settlement and sought

by class counsel in this matter is reasonable, and G&R’s requested share of that compensation in

reasonable, G&R’s requested fee is easily approved as reasonable as well. See, e.g., id. at 6-11

(same argument respecting Mr. Burnett).

G&R’s fee request is also easily justified if considered on its own merits under the “hy-

brid,” “percentage,” or “lodestar” approaches. As the Sommers Schwartz petition explains (Dkt.

291 at 10-11), the most common form of fee analysis in a settlement like this one involves a “hy-

brid” approach that considers both the percentage of the funds generated for the class and a lode-

star-based cross-check on the amount requested. The cross-check ensures that counsel have re-

quested no more than a reasonable multiplier on their actual time expenses in the case, using the

factors set forth in Johnson, 488 F.2d 714. See, e.g., In re Enron Corp. Sec., Derivative & ERISA

Litig., 586 F. Supp. 2d 732, 751-52 (S.D. Tex. 2008). The District Court thereby ensures that

the percentage approach does not lead to a fee that represents an extraordinary lode-star multiple. A cross-check is performed by dividing the proposed fee award by the lodestar calculation, resulting in the lodestar multiplier. The multiplier repre-sents the risk of the litigation, the complexity of the issues, the contingent nature of the engagement, the skill of the attorneys, and other factors.

In re Enron Corp., 586 F. Supp. 2d at 751-52 (internal quotations and citations omitted). When

used as a cross check, the lodestar analysis is meant to be rough—it “need entail neither mathe-

matical precision nor bean counting. For example, a court performing a lodestar cross-check need

not scrutinize each time entry; reliance on representations by class counsel as to total hours may

be sufficient.” In re Vioxx Prods. Liab. Litig., 760 F. Supp. 2d 640, 659 (E.D. La. 2010) (citing In

re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 306 (3d Cir. 2005) and other authority).


13

Accordingly, while G&R should receive at a minimum its negotiated share of the amount

awarded in fees and costs to all counsel, it is appropriate for this Court to simply grant G&R its

requested award of $1,698,000 in fees and $5,182.65 in costs based on its own contributions to the

plaintiff class. Indeed, because of the uncertainty surrounding the winding up of ClearmanPrebeg,

this may be the simplest approach. See supra p.2 and note 2. As demonstrated below and by the

affidavit of other accomplished attorneys in the same specialty, see Ex. D ¶16, G&R’s total time

expenses in this appeal are likely commensurate with or well below what comparable appellate

practices at competing firms would charge in a case of similar size and complexity. The resulting

lodestar multiplier of approximately 2.08 is nearly identical to the circuit average, see Theodore

Eisenberg & Geoffrey Miller, Attorney Fees and Expenses in Class Action Settlements: 1993–

2008, 7 J. Empirical Legal Stud. 248, 272 (2010). And that modest, average multiplier is amply

supported under the Johnson factors for the reasons discussed below.

a. G&R’s requested fee is reasonable.

G&R’s fee petition seeks approximately 16.5% of the total amount designated as uncon-

tested for attorney’s fees and costs in the settlement agreement. This Court can independently

determine that the requested amount is reasonable by reference to the reasonableness of the overall

attorney’s fee amount and the agreement between G&R and other class counsel.

As explained at length in the application for attorney’s fees filed by Jeffrey Burnett (Dkt.

292 at 6-10), the $10,275,000 designated as an uncontested fund for attorney’s fees in this matter

is presumptively reasonable because it is separate from the fund designated for the class, and re-

ducing that award will not benefit the class. See id. at 6; DeHoyos v. Allstate Corp., 240 F.R.D.

269, 322-23 (W.D. Tex. 2007). Moreover, based on expert valuations of the settlement to the

plaintiff class, the uncontested fee amount represents approximately 10%-18% of the value of the

settlement overall, which is well below accepted benchmark rates; courts in this Circuit routinely


14

award total percentage fees of 25%-33% of the settlement amount. See, e.g., Dkt. 292 at 8-10

(collecting extensive authority); Erica P. John Fund, Inc. v. Halliburton Co., No. 02-1152, 2018

WL 1942227, at *9 (N.D. Tex. Apr. 25, 2018) (collecting examples); Buettgen v. Harless, No. 09-

791, 2013 WL 12303143, at *10 (N.D. Tex. Nov. 13, 2013). Accordingly, the total amount des-

ignated as uncontested attorney’s fees in the settlement agreement is at or below a typical percent-

age award in the Circuit and represents a reasonable award of fees overall.

So recognizing makes G&R’s request for approximately 16.5% of that separate attorney’s

fees fund, or 3.66% of the total settlement value, plainly reasonable as well. The Fifth Circuit has

expressly approved of private fee-sharing agreements that allocate the proceeds of an attorneys’

fee award among counsel, see Longden, 979 F.2d at 1101, and district courts in this Circuit have

routinely relied upon them as an appropriate way for counsel themselves to “apportion the [award]

among Plaintiffs’ counsels.” See In re Wayne Farms LLC FLSA Litig., No. 07-1872, 2009 WL

5206484, at *2 (S.D. Miss. Dec. 23, 2009); see also Brewer v. BP P.L.C., No. 11-401, 2012 WL

13042626, at *5 (E.D. La. May 11, 2012) (court need not apportion fees among counsel when

apportionment provided by private fee-sharing agreement). As the Fifth Circuit has noted, the “fee

quoted” in an agreement “is helpful in demonstrating the attorney’s fee expectations when he ac-

cepted the case.” Forbush v. J.C. Penney Co., 98 F.3d 817, 824 (5th Cir. 1996) (internal quotation

marks omitted). G&R negotiated its agreement with class counsel at arm’s length and in good

faith, and G&R relied upon the actual and apparent authority of Mr. Prebeg and Mr. Kochanowski

to provide G&R with a share of between 16% and 18% of the overall fees awarded in the case as

compensation for G&R’s considerable work in this matter. Given G&R’s success in representing

the class, there is no reason for this Court to withhold an award precisely equaling G&R’s expec-

tations when it accepted this case. See Dkt. 292 at 11 (same argument for Mr. Burnett).


15

In fact, this matter ultimately required considerably greater time and attention from G&R

than the parties to the agreement would have contemplated at the time that agreement was reached.

While it was certainly possible that the appeal would require a successful petition for rehearing en

banc and/or certiorari or merits proceedings in the Supreme Court, those proceedings are rare, and

the parties would have reasonably hoped for a favorable resolution to be achieved through victory

on the initial appeal alone. Moreover, when G&R undertook this representation, there was con-

siderable risk that the appeal would not prevail, or that plaintiffs would not reach a favorable, final

resolution for other reasons. Even when compensation is ultimately obtained in such matters, it is

routinely delayed, and G&R could have replaced its efforts in this case with other cases providing

more immediate compensation at its ordinary rates. See Citron Decl. ¶18. The share of fees that

G&R negotiated four years ago thus reflects a very reasonable proportion of attorney’s fees, par-

ticularly considering the effort actually expended on this matter, the risk of non-payment, and the

long delay in ultimate compensation.

G&R’s 3.66% share of the overall settlement value also reflects the value to the class of

the result obtained through G&R’s unique skills and expertise. It is very difficult to generate a

successful request for rehearing en banc, and convincing the en banc Fifth Circuit in particular to

limit its pre-existing, unfavorable precedent on class certification in large-scale fraud cases thus

represented an extraordinary outcome by any measure. The defendants represented to the Fifth

Circuit that it had never approved a class action like this one, see Def. C.A. Br. 8, and they utilized

highly experienced appellate counsel to contest the class certification issues on appeal—recogniz-

ing their vital importance to the overall case. Indeed, defendants’ counsel was the co-chair of

Gibson, Dunn & Crutcher LLP’s Appellate and Constitutional Law practice, a former Solicitor

General of Texas, and is now a Fifth Circuit judge himself. See, e.g., Comm. on the Judiciary,


16

U.S. Senate, Questionnaire for Judicial Nominees, James C. Ho., https://www.judiciary.sen-

ate.gov/imo/media/doc/James%20Ho%20SJQ.pdf (last visited Aug. 30, 2018). G&R’s expertise

in both appellate practice in general—and petitions for rehearing en banc and certiorari in partic-

ular—thus proved vital to the successful outcome in this case.

b. G&R’s fee is supported by a lodestar cross-check.

i. G&R’s hours and rates are reasonable.

G&R’s detailed and audited time records demonstrate that the firms’ attorney time was

reasonably and judiciously spent on the representation of the class in this case, and that the firm

exercised billing judgment in preparing and auditing its time records for this fee application. Sai-

zan v. Delta Concrete Prod. Co., 448 F.3d 795, 799 (5th Cir. 2006) (“[P]laintiffs seeking attorney’s

fees are charged with the burden of showing the reasonableness of the hours billed and, therefore,

are also charged with proving that they exercised billing judgment.”). Here, G&R comprehen-

sively audited its time, assessed whether the work detailed was necessary, and wrote off certain of

the hours to avoid redundancy or billing on unproductive time. See Citron Decl. ¶13; Ex. E (red

entries were written down). G&R also did not include any charges whatsoever for considerable

staff and law clerk time, time spent preparing this petition, and time spent advising on and dealing

with other matters related to the settlement after Dec. 29, 2017. See supra p.8. We estimate that

unbilled time after Dec. 29, 2017—principally, time spent preparing this petition—has occupied

at least 50 additional lawyer hours, and likely more. See Citron Decl. ¶13.

G&R’s staffing of this matter also represents an exercise of billing judgment that lowered

the firm’s overall time expenses in this case. For example, Mr. Goldstein is among the most ac-

complished appellate advocates in private practice, and his premium rate reflects that experience.

See Citron Decl. ¶19; infra pp.18-19. Assigning the bulk of the work to Mr. Citron—including all

the oral arguments—thus reflects a judicious use of attorney time that greatly reduced the overall


17

attorney time expense. G&R’s partner rate for Mr. Citron’s time is also comparable to rates for

similarly experienced attorneys’ time in similar practice groups at firms with similar nationwide

recognition. See Ex. D ¶19; Citron Decl. ¶¶15, 16; infra pp.18-19. And the lean staffing practices

used by G&R on appellate matters likewise reduced the overall time expense associated with this

matter. Based on the firm’s understanding of billing practices in the relevant legal community—

and the testimony of another prominent member of the same legal community, see Ex. D ¶16—

the overall expense on a comparable appeal at a firm of comparable skill and reputation would

likely exceed $1,000,000.00. See also Citron Decl. ¶14; Blum v. Stenson, 465 U.S. 886 (1984);

Powell v. Comm’r, 891 F.2d 1167, 1173 (5th Cir. 1990) (attorney’s fees must be calculated at the

prevailing market rates in the relevant community for similar services by attorneys of reasonably

comparable skills, experience, and reputation).

G&R’s rates used in calculating its time expenses are thus prima facie reasonable because

they are at or below their current customary rates, within the range of prevailing market rates for

comparable services, and uncontested. See, e.g., Altier v. Worley Catastrophe Resp., LLC, Nos.

11-241, 11-242, 2012 WL 161824, at *22 (E.D. La. Jan. 18, 2012) (“An attorney’s requested

hourly rate is prima facie reasonable when he requests that the lodestar be computed at his or her

customary billing rate, the rate is within the range of prevailing market rates[,] and the rate is not

contested.”) (citing La. Power & Light Co. v. Kellstrom, 50 F.3d 319, 328 (5th Cir. 1995)); Erica

P. John Fund, 2018 WL 1942227, at *17 (“The prevailing rate, unless other factors dictate, is the

current rate that is paid to attorneys even though the litigation spans a number of years.”); Slip-

chenko v. Brunel Energy, Inc., No. 11-1465, 2015 WL 338358, at *19 (S.D. Tex. Jan. 23, 2015)


18

(same, and noting that “an accepted method of compensating for a long delay in paying for attor-

neys’ services is to use their current billing rates in calculating the lodestar”); In re Enron Corp.,

586 F. Supp. 2d at 763 (same).

In fact, there is considerable objective evidence that G&R’s rates are reasonable and com-

parable to (or well below) rates used in the relevant market for attorneys of similar skill, experience

and reputation. For example, according to a now-three-year-old survey by the National Law Jour-

nal, the average partner rate at the firm defendants employed in this matter was $980. See Billing

Rates at the Nation’s Priciest Law Firms, Nat’l L.J. (Jan. 5, 2015) (Ex. G). That same survey

reports average partner rates at firms with similarly accomplished appellate practices at figures

equal to or above G&R’s rates, including rates of $915 at Quinn Emanuel Urquhart & Sullivan;

$905 at WilmerHale (Mr. Citron’s previous firm); $890 at Andrews Kurth (a Houston-area firm);

and $865 at Morrison & Foerster. Id. And rates at comparable firms have risen considerably since

then. See, e.g., Aebra Coe, Law Partners’ Hourly Rates Keep Climbing, Law360 (Feb. 27, 2018)

(Ex. H) (reporting 8% increase from 2016 to 2017 alone). G&R’s partner rate is also comparable

to partner rates reported in several cases in this Circuit, even though those cases are from several

years ago.4

While current rates (and the overall cost) for this kind of work at competing law firms is

private information and can be difficult to obtain, useful public evidence can be gleaned from

recent fee applications by firms with comparable appellate groups in bankruptcy cases. Consider

4 For example, G&R’s rates for partner time are comparable to partner rates Dallas and Hou-

ston reported a decade ago in the Enron litigation. See 586 F. Supp 2d at 779-81 (reporting 2007 partner rates of up to $795 and $900 at two Houston area firms); Slipchenko, 2015 WL 338358, at *19 (citing approved rates of up to $895/hour in an ERISA case); In re Heartland Payment Sys., Inc. Customer Data Breach Litig., 851 F. Supp. 2d 1040, 1087 (S.D. Tex. 2012) (finding reason-able rates ranging to $825/hour for co-lead class counsel).


19

In re Energy Future Holdings Corp., 842 F.3d 247 (3d Cir. 2016), a bankruptcy case involving a

2016 Third Circuit appeal for which Kirkland & Ellis filed a fee application this year. See Final

Fee Application of Kirkland & Ellis, D. Del. No. 14-10979-CSS, Dkt. 13019 (Apr. 23, 2018)

(Ex. I). This application reports that Kirkland & Ellis appellate partner Christopher Landau (with

comparable experience to Mr. Goldstein) charges a rate of $1,495/hour, litigation partner Andrew

R. McGaan (who argued the case) charges a rate of $1,325/hour, appellate partner Erin E. Murphy

(whose admission date and work experience closely parallel Mr. Citron’s) charges a rate of

$1,325/hour, appellate partner George W. Hicks, Jr. (whose admission date and work experience

likewise parallel Mr. Citron’s) charges a rate of $995/hour, and even Kirkland’s third-year appel-

late associates charge $795-810/hour (Galen B. Bascom, admitted 2015; C. Harker Rhodes, IV,

admitted 2014). Other examples of similarly high rates could be obtained in a similar fashion.

Accordingly, this Court should find that G&R’s overall time expense, its hours expended,

and its customary rates are all reasonable and appropriate for performing a lodestar calculation.

ii. The lodestar cross-check multiplier of 2.08 for G&R’s requested fee is reasonable based on Circuit averages and the Johnson factors.

Under the facts of this case and applying the twelve Johnson factors, the 2.08 multiplier

that results from dividing G&R’s fee request by its appropriate time expenses is quite modest and

reasonable. In fact, the mean multiplier awarded in this Circuit is 2.07, see supra p.13, which is

virtually the same as the one G&R’s request creates. Higher multipliers would be justifiable as

well for the reasons set forth below. For example, and for purely demonstrative purposes, even if

this Court were to (arbitrarily) reduce G&R’s billing rate to $590 for all lawyer time, the requested

multiplier still would not exceed 3X, a number that has been routinely approved in this Circuit and

others. See, e.g., In re Combustion, Inc., 968 F. Supp. 1116, 1133 (W.D. La. 1997) (“Multipliers

ranging from one to four frequently are awarded in common fund cases when the lodestar method


20

is applied”); Turner v. Murphy Oil, USA, Inc., 472 F. Supp 2d 830, 869 (E.D. La. 2007) (approving

multipliers ranging from 2.5-3.5); Klein v. O’Neal, Inc., 705 F. Supp. 2d 632, 680-81 (N.D. Tex.

2010) (approving multiplier of 2.5 and collecting cases with higher multipliers); Billitteri Sec. v.

Am., Inc., No. 09-1568, 2011 WL 3585983, at *9 (N.D. Tex. Aug. 4, 2011) (1.97 multiplier).

The discussion and factual findings in Klein, a published opinion from the Northern District

of Texas, are particularly useful here. After applying a multiplier of 2.5, the Court explained that:

Multipliers in this range are not uncommon in class action settlements. See, e.g., Forbush, 98 F.3d at 824 (affirming district court’s use of multiplier of two); Vaughn v. Am. Honda Motor Co., 627 F. Supp. 2d 738, 751 (E.D. Tex. 2007) (applying a multiplier of 2.26); Turner, 472 F. Supp. 2d at 869 (“[T]he Court finds that a lodestar multiplier range of 2.5 to 3.5 would be appropriate and reason-able in this case.”); In re Combustion, Inc., 968 F. Supp. at 1133 (“Multipliers rang-ing from one to four frequently are awarded in common fund cases when the lode-star method is applied.”); Garza v. Sporting Goods Props., Inc., 1996 WL 56247, at *33 (W.D. Tex. Feb. 6, 1996) (“The range of multipliers in large and complicated class actions have ranged from 2.26 to 4.5.”). The court finds that a multiplier of 2.5 would be warranted due to the risks entailed in this lawsuit and the zealous efforts of the attorneys that resulted in a significant recovery for the class. This comports with the testimony of Prof. Underwood, who opined that, in cases such as this one, “[i]t’s not uncommon for courts to use multipliers of 2 or 3.” Tr. 1:251 (“[Y]ou could argue for a greater multiplier here, given all the unique chal-lenges of this case and the fact that it took you seven years to reach a settlement, the prospects for getting paid were arguably slimmer, and the percentage of [the attorneys’] time ... was much greater[.]”).

Klein, 705 F. Supp. 2d at 680-81. As the factual record developed through expert testimony in

Klein demonstrates, a multiplier between 2X and 3X is “not uncommon” and multipliers ranging

up to 4.5X have been awarded in similar cases. See id. G&R’s requested multiplier of 2.08 is thus

easily justified, and if a higher multiplier were necessary for any reason, it would be easily justified

as well for the reasons that follow.

The Johnson Factors

The twelve factors set forth in Johnson and routinely used in this Circuit for the analysis

of lodestar calculations are: (1) the time and labor required; (2) the novelty and difficulty of the


21

issues; (3) the skill required to perform the legal service adequately; (4) the preclusion of other

employment by the attorney because he accepted this case; (5) the customary fee for similar work

in the community; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the

client or the circumstances; (8) the amount involved and the results obtained; (9) the experience,

reputation, and ability of the attorneys; (10) the undesirability of the case; (11) the nature and

length of the professional relationship with the client; and (12) awards in similar cases. Although

many of these factors overlap with each other and the calculation and approval of the lodestar rates

and hours, see In re Enron Corp., 586 F. Supp. 2d at 756-57, we discuss each factor below.

1. Time And Labor Involved

The time and labor required for this case was substantial. Because it was a record-intensive

case and defendants contested the proper understanding of the available figures, Mr. Citron was

required to deeply familiarize himself with the factual record and perform substantial, original

research in the expert report database to adequate respond to the Fifth Circuit’s questions and

defendants’ arguments. See Citron Decl. ¶8. This case involved several stages of appellate litiga-

tion and an unusually high number of briefs and other filings compared to an ordinary appeal. See

Ex. D ¶¶9, 16; Citron Decl. ¶7. Mr. Citron also needed to extensively research the relevant case

law and invested great time and effort into comprehensively researching the holdings reached in

similar cases. See Citron Decl. ¶9.

2. Novelty And Difficulty Of The Issues

As demonstrated by the Fifth Circuit’s grant of en banc review and ultimate opinion dis-

tinguishing its precedent, the appeal in this matter was both novel and difficult. The legal issues

presented by the class certification touched on recent Supreme Court decisions and involved cut-

ting edge questions at the intersection of RICO and class-certification law. Class certification in

any fraud case was, prior to this appeal, extraordinarily difficult to obtain in the Fifth Circuit. See


22

supra p.3; Sandwich Chef, 319 F.3d at 205. Obtaining en banc review and prevailing before the

Fifth Circuit in particular thus required a unique set of skills and experience that G&R provided at

great value to the class. See Slipchenko, 2015 WL 338358, at *19 (noting that “few” prior cases

like the COBRA class claim at issue had been certified over opposition, supporting award of en-

hanced fees); Erica P. John Fund, 2018 WL 1942227, at *10 (trips to Supreme Court and reversal

of precedent “demonstrate the novelty and difficulty of the legal issues in this case”).

3. The Skill Required To Perform The Legal Services

This factor is directly related to the novelty and difficulty of the issues described above.

Apart from those factors, successfully petitioning for rehearing en banc, conducting oral argument

before the 16 judges on the en banc panel, contesting certiorari in a controversial case like this

one, and handling such a complex appeal are all specialized skills in which G&R’s expertise was

vital. See Ex. D ¶¶9-16. Indeed, the arm’s length decision by class counsel Prebeg and Kochan-

owski to retain G&R’s services despite their own extensive qualifications (see, e.g., Dkt. 291 at 5-

6) demonstrates the unique skill set that this case demanded and G&R possessed. Likewise, the

defendants’ choice of an extraordinarily accomplished appellate advocate to contest this case

demonstrates the need for specialized skills in this matter. See supra p.16; Erica P. John Fund,

2018 WL 1942227, at *11 (“Class Counsel also points to the quality of the opposition faced by

Class Counsel” as a relevant factor in assessing their performance. … The ability of Plaintiff’s

Counsel to obtain such a favorable settlement for the Class in the face of such formidable legal

opposition confirms the superior quality of their representation …. The Court agrees that, in this

case, that was a substantial factor due to the very high quality of defense counsel’s work.”).

4. The Preclusion Of Other Employment

As G&R’s time records demonstrate, this case demanded a major commitment of Mr. Cit-

ron’s time, and limited his ability to perform other work. Indeed, those records show several times


23

when Mr. Citron was required to work on this matter overnight, on weekends, or otherwise outside

normal business hours. G&R usually faces a complete demand on its available time, and has in

fact grown over the time period in question to accommodate that demand. See Citron Decl. ¶18.

Because work on this matter thus crowded out a substantial amount of other, available, and fully

paying work, this factor favors the fee award. See, e.g., Slipchenko, 2015 WL 338358, at *19.

5. A Customary Fee For Similar Work In The Community

As discussed above, see supra pp.16-19, G&R hours, rates, and lodestar for this appeal

were at or below figures for firms with comparable practice groups litigating comparable matters.

6. Whether The Fee Is Fixed Or Contingent

As explained above, the Fifth Circuit’s skeptical view of class certification in fraud class

actions made this a risky case for G&R to accept, particularly after the court of appeals had already

signaled skepticism by granting a Rule 23(f) petition. The contingent nature of G&R’s represen-

tation thus presented a “very real risk” that there would be no recovery, making this factor “par-

ticularly relevant” in G&R’s favor. Billitteri, 2011 WL 3585983, at *7. To put a fine point on it,

a multiplier of 2X does not fully reflect the distant odds that G&R faced when it accepted this case,

and particularly in combination with the other factors discussed above, this factor cuts very

strongly in favor of the modest multiplier reflected in G&R’s request.

7. The Time Limitations Imposed By The Client Or The Circumstances

Apart from certain, highly compressed proceedings, the time for appellate briefing in this

case was typical, and this factor weighs only slightly in favor of G&R’s request. On the Rule 23(f)

opposition, G&R was asked to assist with only a few days to respond, and supplemental briefing

after the initial argument was performed on a very compressed schedule. The time required by

this case also cut into the firm’s available time for other matters. See supra p.22.


24

8. Amount Involved And The Results Obtained

“The most critical factor in determining the reasonableness of a fee award is the degree of

success obtained.” In re Heartland, 851 F. Supp. 2d at 1085 (quoting In re Enron Corp., 586

F. Supp. 2d at 796, and citing Farrar v. Hobby, 506 U.S. 103, 114 (1995); Migis v. Pearle Vision,

Inc., 135 F.3d 1041, 1047 (5th Cir.1998)); see also Slipchenko, 2015 WL 338358, at *19; Billitteri,

2011 WL 3585983, at *8. As explained in the fee petitions already filed, the settlement provides

great value to the affected class. See, e.g., Dkt. 291 at 10-11 & nn.15-16; Dkt. 292 at 8-10 (ex-

plaining value of settlement and comparing it favorably to other settlements in similar cases).

Moreover, the appellate decision G&R obtained from the en banc court of appeals represents an

extraordinary victory for class-action plaintiffs, particularly in this Circuit, for the reasons dis-

cussed above. The results of G&R’s representation thus cut strongly in favor of its request.

9. The Experience, Reputation, And Ability Of The Attorneys

This factor is fully addressed above and weighs in favor of the award sought.

10. The Undesirability Of The Case

Many courts consider this factor related to the novelty and difficulty factors. Slipchenko,

2015 WL 338358, at *19. Additionally, “the ‘risk of non-recovery’ and ‘undertaking expensive

litigation against ... well-financed corporate defendants on a contingent fee’ has been held to make

a case undesirable, warranting a higher fee.” Erica P. John Fund, 2018 WL 1942227, at *12

(quoting Braud v. Transport Serv. Co., Nos. 05-1898, 05-1977, 05-5557, 06-0891, 2010 WL

3283398, at *13 (E.D. La. Aug. 17, 2010)).

11. The Nature Of The Professional Relationship With The Client

Because G&R was sought out for the first time by class counsel, this factor does not directly

support G&R’s request. But given that the amount that G&R seeks was negotiated in an arm’s

length agreement with attorneys who had an interest in retaining any attorney’s fees awarded for


25

themselves, the “nature of the client relationship” in this case could be held to very strongly support

the precise multiplier G&R has sought. As explained above, supra pp.1, 11, 13-16, 19-20, that

multiplier is designed to provide exactly the compensation negotiated in the parties’ agreement,

though a higher multiplier could be justified in this case if necessary.

12. Awards In Similar Cases

This factor has been addressed above and in the fee petition filed by Mr. Kochanowski.

See Dkt. 291 at 18.

II. The Requested Award Of Costs Is Reasonable.

“Expenses and administrative costs expended by class counsel are recoverable … in a class

action settlement.” Billitteri, 2011 WL 3585983, at *10. These costs include “transportation,

meals and lodging, in-house and outsourced photocopying, research, court reporting fees and dep-

osition transcripts, overnight courier services, postage, and other services.” Id. (collecting other

authority). G&R seeks only very modest expenses in no way related to firm overhead, including

$1,250 dollars for the outside printing of the brief in opposition to certiorari, and $3,932.65 in total

travel expenses, which are fully documented in Exhibit F. Accordingly, G&R should be awarded

its expenses of $5,182.65.

CONCLUSION

For the foregoing reasons, G&R’s request for an award of fees in the amount of $1,698,000

and costs in the amount of $5,182.65, for a total of $1,703,182.65 should be granted. G&R may

incur additional fees in its representation of the class and other circumstances may warrant the

Court to revisit the issue of fees, however. G&R thus reserves the right to modify its request once

other fee applications are filed by remaining counsel or should circumstances change.


26

Dated: August 31, 2018 Respectfully submitted, /s/ Eric F. Citron Eric F. Citron, admitted pro hac vice

Maryland Bar No. 1608240002 [email protected] GOLDSTEIN & RUSSELL, P.C. 7475 Wisconsin Avenue, Suite 850 Bethesda, MD 20814 Telephone: (202) 362-0636 Facsimile: (866) 574-2033

CERTIFICATE OF SERVICE

I hereby certify that on August 31, 2018, the foregoing document was served upon all

counsel of record by e-mail and through the Court’s CM/ECF system.

/s/ Eric F. Citron



HOUSTON DIVISION



Defendants. _____________________________________


DECLARATION OF ERIC F. CITRON

I, Eric F. Citron, under penalty of perjury, testify as follows:

1. I am Eric F. Citron, of the law firm Goldstein & Russell, P.C. (G&R). I am among

the associated counsel for the class in the above-captioned case, and represented the class as coun-

sel in the United States Court of Appeals for the Fifth Circuit and the United States Supreme Court.

2. Our firm was first approached by Mr. Matthew Prebeg and Mr. Andrew Kochan-

owski in February of 2014. They explained to me and Mr. Thomas Goldstein that they represented

a class that had been certified in the Southern District of Texas and were facing a pending petition

for immediate appeal under Federal Rule of Civil Procedure 23(f).

3. At that time, our firm reached an agreement with Mr. Prebeg and Mr. Kochanowski

that we would contest the Rule 23(f) petition in exchange for a flat fee if we prevailed. If we did

not prevail, and the petition were granted, we agreed to negotiate further about terms on which

G&R might continue to assist the class in further proceedings on appeal.

Case 4:09-cv-02056 Document 295-1 Filed in TXSD on 08/31/18 Page 1 of 9

2

4. At this time, no one at G&R was aware that Mr. Scott Clearman had also been

appointed as class counsel, nor were we aware of the circumstances of his incapacitation for med-

ical treatment. We believed and had every reason to believe that Mr. Prebeg and Mr. Kochanowski

could enter into a binding agreement for the class and for class counsel, and we entered into our

initial agreement in reliance on their ability to do so.

5. In or around June of 2014, Mr. Prebeg and Mr. Kochanowski again approached our

firm, seeking to retain us as representatives for the class on the merits in the Fifth Circuit. After

an extended negotiation, G&R and Mr. Prebeg and Mr. Kochanowski executed the written agree-

ment attached to this fee petition as Ex. A.

6. As before, at this time, no one at G&R was aware that Mr. Clearman had also been

appointed as class counsel, nor were we aware of the circumstances of his incapacitation for med-

ical treatment. We believed and had every reason to believe that Mr. Prebeg and Mr. Kochanowski

could enter into a binding agreement for the class and for class counsel, and we entered into the

signed agreement of June 26, 2014 in reliance on their ability to do so.

7. I subsequently represented the class as its primary appellate counsel from June of

2014 until this case was remanded to this Court at the end of 2017. In that capacity, I prepared the

following substantive filings and conducted the following oral arguments, in addition to drafting

and filing procedural motions and other, less substantial papers (such as extensions, notices of

appearance, and court-ordered forms).

A. A brief opposing defendants’ Rule 23(f) petition,

B. A brief on the merits in the initial appeal,

C. A supplemental appendix for use by the Fifth Circuit in the appeal,

D. A post-argument supplemental brief ordered by the Fifth Circuit,


3

E. A Rule 28(j) letter respecting new authority,

F. Oral argument before the initial Fifth Circuit panel,

G. A petition for rehearing en banc,

H. A supplemental brief for the en banc Fifth Circuit,

I. An opposition to divided argument requested by defendants’ amici,

J. Oral argument before the en banc Fifth Circuit,

K. A Rule 28(j) letter respecting post-argument submissions by defendants’ amici,

L. An opposition to rehearing before the en banc Fifth Circuit, and

M. A brief in opposition to certiorari before the United States Supreme Court.

8. For various reasons, this case required significant time and attention. One was the

sheer number of filings and proceedings detailed above. Another was the detailed record presented

on appeal, and the resulting need for intensive record review and research. I spent many hours

exploring and making calculations based on the comprehensive database of Independent Associ-

ates (IAs) that the expert witness had prepared. I read transcripts of district court hearings, re-

viewed many exhibits attached to the motions for class certification and summary judgment filed

in the district court, and researched the record respecting individual IAs. Because defendants con-

tested the reading and proper interpretation of the data, and the Fifth Circuit expressed an interest

in it via a request for supplemental letter briefing, I was required to perform this research multiple

times and in different ways to adequately respond. I faced a similar requirement when certain IAs

filed an unexpected brief as amici of the defendants reciting their experiences as IAs. I conducted

this record research with assistance from Mr. Prebeg, Mr. Kochanowski, and others at their firms

and on the team representing the plaintiffs. Of all the appeals I have participated in, this one

required the most extensive research into and understanding of the record assembled below.


4

9. I also performed an extraordinary amount of legal research for this case. At one

point, I reviewed every single case in state or federal court that I could find on Westlaw containing

the words “pyramid scheme” and “class action” in an effort to ascertain whether any Court had

ever decertified a case like this one, or whether any private pyramid scheme case had ever pro-

ceeded without a class action. I knew that this appeal would be hard-fought based on the strength

of defendants’ counsel and the controversial nature of class certification issues in the law generally

and in the Fifth Circuit in particular. Accordingly, I tried to ensure that my legal research was

wide-ranging, exhaustive, and meticulous, at every stage of the appeal.

10. While I was able to use some of what I learned in the briefing and argument on the

initial appeal in the subsequent en banc proceedings to help me craft the brief and argument, the

brief at the en banc stage was quite different and covered different issues. In particular, we re-

searched and introduced new graphic and table elements that we thought would help the Judges to

understand the statistics about the defendants’ business that had caused confusion in the initial

appeal. And we introduced a new legal issue (regarding the need to prove first-party reliance at

all in this case) that we had intentionally excluded from our strategy on the initial appeal. This

required a considerable amount of fresh legal and record research and writing.

11. A similar dynamic existed when it came to other briefing in this case, including the

petition for rehearing and the opposition to defendants’ petition for certiorari. These are highly

specialized filings in which expert counsel will focus on matters other than the merits of the case

as such. Because we are appellate and Supreme Court specialists, we know from experience that

the best petitions for rehearing en banc focus less on the merits and more on the existence of

conflicts among the courts of appeals, the stakes of the legal question presented, and the prospect

that the case will be overturned on Supreme Court review if the en banc court does not intervene.


5

Likewise, we know that an effective opposition to certiorari addresses factors well beyond the

merits of the legal question, and that is reflected in the opposition we filed in this case. For this

reason, both of these filings also required a considerable amount of fresh legal and record research,

and also required me to write a very different kind of brief from the ones I had drafted before.

12. This case also required a considerable amicus effort. Strong briefs from amici cu-

riae are essential when the appellant has strong amici of its own (as defendants did here—enlisting

the U.S. Chamber of Commerce in their appeal). And they are particularly necessary for a suc-

cessful petition for rehearing en banc, because they demonstrate the importance of the case beyond

the immediate parties. I spent many hours recruiting amici, strategizing with them to avoid dupli-

cation, and providing feedback on their drafts. I also spent many productive hours discussing this

case with staff at the Federal Trade Commission, lobbying them to participate and ascertaining

their views so that we could safely encourage the Fifth Circuit to seek those views if necessary.

13. In preparing this fee petition, I reviewed the firm’s time records associated with

this case and conducted a comprehensive audit using email and other electronic records reflecting

what work was performed each day. In the course of that audit, I zeroed out certain time that I

deemed unproductive, totaling approximately 17.5 hours. These entries are marked in red on the

attached detailed time record (Exhibit E). I also found that we did not have records of work that I

know was performed by our student law clerks and staff members who performed cite-checks,

reviewed drafts, prepared graphics, and helped with document formatting, document preparation,

and other such matters. Moreover, our time sheet does not include time spent on matters related

to the settlement and this fee petition since December 2017. Because of the length and detail of

our time sheet (which I personally prepared, reviewed, and audited) and the length and detail of


6

this fee petition and associated filings, I estimate that I have expended well over 50 hours of addi-

tional, unrecorded time on this case since 2017.

14. For the foregoing reasons, I am certain that the time records reflected in Exhibit E

represent a conservative accounting of G&R’s total firm time on this case, and also represent the

exercise of billing judgment. In addition to the facts in Paragraph 13, I know that we used outside,

uncompensated mooters for multiple moot courts in this case. We also used a minimum amount

of Mr. Goldstein’s time, which comes at a higher rate, and avoided duplication and inefficiency

by assigning the overwhelming bulk of the work to a single attorney. In my experience at other,

larger law firms with similarly accomplished appellate practices, a matter of this size and im-

portance would have been staffed with more appellate specialists, at considerably greater cost.

Based on my experience, I believe it is safe to estimate that cost at well over $1,000,000.00.

15. I am an experienced appellate specialist with excellent credentials for the special-

ized work at issue here. I clerked at all three levels of the federal judiciary: for Judge James

Robertson on the U.S. District Court for the District of the District of Columbia; for Judge David

Tatel of the U.S. Court of Appeals for the District of Columbia Circuit; and for Justices Elena

Kagan and Sandra Day O’Connor of the United States Supreme Court. I also served as a Counsel

to the Assistant Attorney General in charge of the Antitrust Division at the United States Depart-

ment of Justice. Apart from these jobs, spanning approximately four years, I have worked entirely

in private practice as a Supreme Court and appellate litigation specialist since graduating from law

school more than eleven years ago. I was a senior associate at Wilmer Cutler Pickering Hale and

Door LLP in their appellate and Supreme Court practice group and am now a partner at G&R,

which is nationally recognized as a top Supreme Court and appellate litigation boutique. I was

counsel of record for the State of South Dakota in its prominent litigation successfully urging the


7

Supreme Court to overturn Quill Corp. v. North Dakota and permit states to collect sales taxes

from internet vendors. I have argued many cases in the federal courts of appeals. And I have been

the principal brief author in extraordinarily high-stakes appeals including the successful challenge

to the $7 billion settlement between a merchant class and Visa and MasterCard, multiple appeals

for plaintiffs in the LIBOR-fixing scandal, and several cases in the U.S. Supreme Court.

16. My rate and the rate for other partners at G&R apart from Mr. Goldstein is $850.

This rate is charged in full to many clients, and they pay it in full. Because we are a small firm,

many of our cases have alternative fee arrangements, including flat fees or contingent fee arrange-

ments. Even in these cases, we typically recover our full hourly rates on average.

17. Attorneys at G&R founded the Supreme Court Litigation Clinic at Harvard Law

School, and I am one of the instructors of that clinic. Both Mr. Goldstein and I are listed as Lec-

turers on Law in the faculty directory of the Harvard Law School. See https://hls.harvard.edu/fac-

ulty/directory/. We are both sought after as mooters in the Washington D.C. legal community.

18. G&R faces a complete demand on its time and would replace any work it chose not

to do with an available stable of full-freight work of its choosing. In fact, G&R has doubled in

size during the time of this litigation from four attorneys to eight. This growth accurately reflects

the availability of replacement work, and the competitive nature of G&R’s rates.

19. Mr. Goldstein’s rate is currently $1,350, although we are applying a rate of $1,150

to his work on this appeal. This premium rate is commensurate with other attorneys who have

argued a similar number of cases in the Supreme Court—which is a very small group of people.

On information and belief, reasonable comparators for Mr. Goldstein charge higher rates, includ-

ing (for example) Ted Olson ($1,800/hour) and Christopher Landau ($1,495/hour).


8

20. G&R understood at the time that it undertook this representation that there was a

substantial risk of non-recovery, particularly because the Rule 23(f) petition had already been

granted. The contingency arrangement that we negotiated reflected our considerable risk in this

case. It is unlikely that we would have accepted this representation absent some assurance that we

could recover the percentage of the attorneys’ fee that we negotiated, or a multiplier at least as

high as the one we are seeking in this matter. In our typical contingency arrangements, we often

seek a multiplier of 3X on our time, especially when we believe there is a substantial risk of a zero

recovery.

21. Exhibit A is a true and correct copy of the agreement executed by G&R (through

Mr. Goldstein) and by Mr. Kochanowski and Mr. Prebeg. I helped to prepare and negotiate this

agreement. It was negotiated back and forth, and ultimately signed at a lower rate than we initially

requested.

22. Exhibit B is a true and correct copy of the agreement executed among other class

counsel that was forwarded to me by Mr. Prebeg, Mr. Kochanowski, and Mr. Burnett. No one at

G&R was involved in preparing this agreement, and we were not asked to sign it.

23. Exhibit C is a true and correct copy of an academic article we accessed from public

sources. It is provided for the Court’s convenience.

24. Exhibit D is signed declaration by Mr. David C. Frederick, an extraordinarily ac-

complished Supreme Court advocate whose practice parallels Mr. Goldstein’s and whose firm

performs comparable appellate and Supreme Court work. He has authorized me to file it on his

behalf.

25. Exhibit E is a true and correct copy of the audited time report I prepared in connec-

tion with this petition. Red entries reflect time that was written off during that audit. The time


9

totals reported for each attorney are accurate; I verified them personally with each attorney in-

volved. I am certain that this final, audited report is conservative, and does not reflect G&R’s total

time expended on the case. In the course of my audit, I wrote off time that I deemed unproductive,

and identified several instances in which our use of student law clerks, staff, and outside mooters

was not reflected in any charge on our time sheet.

26. Exhibit F contains true and correct copies of records of travel and printing expenses

G&R incurred in this representation. Personal information (e.g., home addresses) has been re-

dacted from the travel documents.

27. Exhibits G and H are true and correct copies of publicly available news articles

included for the Court’s convenience.

28. Exhibit I is a true and correct copy of pages from a public filing that we have pro-

vided and excerpted for the Court’s convenience.

/s/ Eric F. Citron Eric F. Citron

Dated: August 31, 2018


EXHIBIT A


June 25, 2014

Thomas C. Goldstein Eric F. Citron GOLDSTEIN & RUSSELL, P.C. 5225 Wisconsin Avenue, NW Suite 404 Washington, DC 20015

via e-mail: [email protected] & [email protected]

RE: Civil Action No. 4:09-cv-2056; Juan Ramon Torres and Eugene Robison v. SGE Management, LLC et al.; In the United States District Court for the Southern District of Texas, Houston Division

No. l4-90006;Juan Ramon Torres,· Eugene Robinson v. SGE Management, LLC; et. al., In the United States Court of Appeals for the Fifth Circuit

Dear Eric and Tom:

This letter confirms our agreement for you and Goldstein & Russell, P.C. ("GR") to assist the plaintiff class in the appeal Qf the above referenced cause, and for payment to GR on a contingency basis.

Andy Kochanowski of the Sommers Schwartz, P.C. firm and I, along with others, represent the plaintiff class. In addition to reimbursement of your out-of-pocket expenses, we agree GR shall be paid a percentage of the attorney's fees awarded, net of expenses, pursuant to the following scale:

Attorney Fee Range $0 to $5,000,000 >$5,000,000 to $8,000,000 >$8,000,000

Percentage Fee to GR 18% of the fees in this range, plus 17% of the fees in this range, plus 16% of the fees in this range

GR will have primary responsibility for handling the appeal of this matter, including preparing and filing all appellate briefing and for oral argument at the Fifth Circuit, and if necessary and permitted, the Supreme Court of the United States. If the case is remanded to the district court, GR will provide advice to the plaintiffs' attorneys regarding the preservation of error and other appellate issues, and will similarly have primary responsibility handling any further appeal.

GR will advance its own expenses, including those expenses necessary for filing briefs and other court costs. The plaintiff class attorneys' expenses, including GR's expenses, will be reimbursed to the party that advanced the expenses before any distribution of fees. GR and we recognize the any division of attorneys' fees may be subject to approval of the district court, and

Page 1 of 2


will make any adjustments to this division as necessary to comply with any relevant order of the court, but will make all reasonable efforts to effect the recovery of expenses and division of fees expressed in this letter.

Agreed and Approved:

~ A drewKochanowski Sommers Schwartz, P .C. Class Counsel

Prebeg, Faucett & Abbott PLLC Oass Counsel, Attorney in Charge

Date:1..c, l '-\ -::rv Ne- 2'

Th~steln,

Date: ~ l" 1 ZfJ/ 7'

Goldstein & Russell, P.C.

Date: ::;:s"~ d-Lo, d-0\ '.:\

Page 2 of2


EXHIBIT B


EXHIBIT A-3

Case 4:09-cv-02056 Document 292-4 Filed in TXSD on 08/13/18 Page 1 of 4Case 4:09-cv-02056 Document 295-3 Filed in TXSD on 08/31/18 Page 2 of 5


IN THE UNITED ST ATES DISTRICT COURT FOR THE SOUTHER'l'lil DISTRICT OF TEXAS

HOUSTON DIVISION

JUAN RAMON TORRES. et al., § § § § § §

Plaintiffs,

\'.

SGE MA~AGEMENT, LLC; et al., § CIVIL ACTION NO. 4:09CV2056

Defendants. § § §

SECOND RESTATED JOl~T PROSECUTION AND FEE AGREEMENT

Under the tenns of a prior joint prosecution agreement between the various parties hereto

("Restated Fee Agreement'') in this matter. Sommers Schwm1z. P.C. (''Sommers··) agreed to

participate in the joint representation and case funding of the litigation. Pursuant to that Restated

Fee Agreement. and in addition to providing legal services and resoun~es. Sommers agreed to

advance additional case expenses up to $70,000. Further, the parties to that abrreement

Cleannan!Prebeg LLP , .. c:P'"). Jeffrey W. Burnett PLLC ("Burnett''). and Sommers agreed that if

future case expenses exceeded $70,000. then CIP. Burnett. and Sommers would negotiate a fair

and n:asonabk plan to fund expenses beyond $70,000.

Sommers has now advanced case expenses beyond $70.000. Further. CIP has ceased its

nonnal practice of law and is in a wind-up stage. The partners or CIP arc now practicing in the

finns The Clearman Law Firm PLLC ("TCLF") and Prcbeg, Fauccn & Abbott PLLC ("Pf A .. ).

This matter is now before the United States Court of Appeals for the Fifth Circuit on the

issue of class certification. The "Parties" (Burnett. Sommers, qP, TCLF. and PFA) and the clients

agree to hire Thomas C. Goldstein and Eric F. Citron, both of the Goldstein & Russell. P.C. firm,

Washington. DC ("GR"). to represent the clients class for the appellate issue on a comingency

basis. calculated on the attorney's fees net of expenses. The Parties and GR will first receive their

expenses from any award to attorneys. The Parties then agree to pay GR out of the total attorney" s

fees awarded, net of expenses, pursuant to the following scale:

Page I of3



Total Atromcy Fee Range

$0 to $5,000,000

>$5.000.000 10 $X.000,000

>$8.000.000

Percentage Fee to GR

18°:o

17°11

16°0

The Parties hereby agree to diYide the future responsibility for advancing expenses. and

the share in the ultimate fees awarded and approved by the Court (if any) in the following

pcrccnlages and without regard to the actual hours worked and/or submitted to the Court for a fee

petition as follows:

Expenses:

Fe~s:

PF A will advance 75% of IO 17 of total expem,es:

TCLF will advance 25~,, of I Od 7 of total expenses: and

Sommers will advance 7 17 of total expenses.

GR will receive the percentage!'>. net ofrxpcnses. slated abuw;

Burnell will receive 17.0% of total fees. net of expenses: and

Alier GR and Burnell have been paid their portion nffees. the remaining fees will

he divided as follows:

Sommers will receive 30.67 ° o of remaining fees. net of expenses;

TCLF will receive 17.341}·0 of remaining fees. net of expenses; and

PFA will rceei,e 51.99"0 ofrcmaming fees, net of expenses.

The clients agree to this division offees. and understand these percentages arc reasonably

cstimatcd and intended to compensate the participating attorneys according to their contribution

10 the legal work done. and co be done. in this matter.

All recovery funds will be initially deposited in the PFA IOL TA account. Expenses will

be reimbursed to rhc party that advanced the expenses before any other distribution of a recovery.

The Parties to This Agreement will perfom1 the work reasonably requested by the Attorney in

Charge as may be necessary to adequaldy and ethically represent the clients. and to obtain an

appropriate award of attorneys' fee:,, and expenses. The parties will. in the perfon11a111.:e of the

Page2of3



agreement, jointly share documents. and share in the co-rcprcsemation of the clients (subject to

rhc client's directions}. All communications among and between the parties are intended to be

proti:cted by the actomi:y-clicnt and,or \\urk product privileges to the fullest extent allowed by

law.

Thi!,, agrct:tm:nt :.upcrscdc:, und replaces any prior agreements among the Partie:..

Agreed:

Clearman!Prebeg LLP Jeffre) W. Burnett PLLC

~ Mallhe,, J.\1. Pn:hi:g

By: Jeffrey West Burnett

The Clearman Law firm PLLC Preheg, Faucett & Abbott, PLLC

Scott M. Clearman

Sommers Schwartz, P.C.

An drcv. Koch ano,, s" i

Appro,ed:

Eugene Robison Juan Ramon Torres

Eugene Robison Juan Ramon Torres

Page3 of3


EXHIBIT C


TｴW Uﾐｷ┗Wヴゲｷデ┞ ﾗa TW┝;ゲ SIｴﾗﾗﾉﾗa L;┘ Cﾗﾐデｷﾐ┌ｷﾐｪ LWｪ;ﾉ ES┌I;デｷﾗﾐ秒ヵヱヲくヴΑヵくヶΑヰヰ秒 ┌デIﾉWくﾗヴｪ

PRESENTED AT

Conference on State & Federal Appeals

J┌ﾐW ヱ-ヲがヲヰヱΑ

A┌ゲデｷﾐが TX

Fifth Circuit Panel & En Banc Rehearing

Presented by:

Dana Livingston

Jennifer S. Freel

Paper by:

Dana Livingston

Author contact information:

Dana Livingston

Alexander Dubose Jefferson &

Townsend LLP

ヵヱヵ CﾗﾐｪヴWゲゲ A┗Wくが S┌ｷデW ヲンヵヰ

A┌ゲデｷﾐが TX ΑΒΑヰヱ

Sﾉｷ┗ｷﾐｪゲデﾗﾐを;Sﾃデﾉ;┘くIﾗﾏ

ヵヱヲくヴΒヲくΓンヰヴ


-i-

TABLE OF CONTENTS

I. The Statistics: Sobering or Fascinating? ........................................................................... 1

II. Rehearing by the Panel and by the En Banc Court ............................................................ 2

A. Rehearing en banc .................................................................................................. 2

1. Grounds ...................................................................................................... 2

2. Deadlines.................................................................................................... 4

3. Form of petition ......................................................................................... 5

a. Contents ......................................................................................... 5

b. Length ............................................................................................ 7

c. Attachments ................................................................................... 8

d. Number of copies ........................................................................... 8

4. Responses ................................................................................................... 8

B. Panel rehearing....................................................................................................... 8

1. Grounds ...................................................................................................... 8

2. Deadlines.................................................................................................... 9

3. Form of petition ....................................................................................... 10

a. Content ......................................................................................... 10

b. Length .......................................................................................... 10

c. Attachments ................................................................................. 11

d. Number of copies ......................................................................... 11

4. Responses ................................................................................................. 11

C. Processing of petitions for panel and en banc rehearing ...................................... 12

1. Processing of panel rehearing petitions ................................................... 12

2. Processing of en banc rehearing petitions ................................................ 12

a. The panel initially has control after an en banc petition is filed .............................................................................................. 12

b. Who may request a poll and who may vote in the poll ................ 12

c. Request for a poll ......................................................................... 13

d. The number of judges counted in determining how many votes it takes to grant ................................................................... 13

e. No poll request ............................................................................. 14

f. Negative poll ................................................................................ 14

g. Affirmative poll ........................................................................... 15


-ii -

D. Judges’ procedures for handling rehearing petitions in chambers ....................... 16

E. Extension of time to file a petition for panel or en banc rehearing ...................... 17

III. Strategies for Obtaining En Banc Review ....................................................................... 17

A. Questions of law .................................................................................................. 17

B. Question of exceptional importance or unusually high stakes ............................. 18

C. Conflicting decisions or lack of clarity in the law ............................................... 18

D. Issues of First Impression .................................................................................... 19

E. Amicus support .................................................................................................... 19

F. When the controlling Fifth Circuit precedent is unfavorable, angle for a panel dissent ......................................................................................................... 19

G. Reasons that may weigh against en banc review ................................................. 20

1. Some are influenced in their poll vote by whether the parties have filed a petition for rehearing en banc. ...................................................... 20

2. En banc review is a harder sell for some judges. ..................................... 21

3. A vote to grant en banc is not necessarily a vote to reach a different result, but some judges may feel like it is. ............................................... 22

4. Some judges are reluctant to grant en banc rehearing from an unpublished opinion. ................................................................................ 23

5. Some judges may be reluctant to grant en banc rehearing from an opinion that lacks a comprehensive analysis of the claimed error ........... 23

6. It is harder to get en banc review in diversity cases on questions of state law. .................................................................................................. 24

7. Injustice to the parties in the particular case usually will not be enough to garner a majority vote in an en banc poll, nor for a case to withstand en banc review. .................................................................... 25

8. Requesting en banc on the basis of error correction is an uphill battle. ........................................................................................................ 25

H. Opinions dissenting from the denial of en banc rehearing (DDRs) must be understood in context. .......................................................................................... 26

IV. Charts—Efforts at Obtaining En Banc Review from 2011 to 2017 ................................ 28

A. Grants of en banc review ..................................................................................... 28

1. En banc grants from July 1, 2016 to April 20, 2017 (partial statistical year) ......................................................................................... 28

2. En banc grants from July 1, 2015 to June 30, 2016 ................................. 30




-iii -



B. Cases in which the Fifth Circuit denies en banc review after a poll .................... 43

1. En banc denied after a poll from July 1, 2016 to April 28, 2017 (partial statistical year) ............................................................................. 43

2. En banc denied after a poll from July 1, 2015 to June 30, 2016 .............. 46





C. Cases in which the petition for en banc rehearing was “disposed of by other means.” ....................................................................................................... 62

1. 4 petitions disposed of by other means from July 1, 2016 to April 20 2017 (partial statistical year) ............................................................... 62

2. 4 petitions disposed of by other means from July 1, 2015 to June 30, 2016.................................................................................................... 62






1

EN BANC REVIEW IN THE FIFTH CIRCUIT By Dana Livingston

I. THE STATISTICS: SOBERING OR FASCINATING?

Counsel considering filing a petition for panel or en banc rehearing should be aware of the low chances of success. 20121 20132 20143 20154 20165

En Banc Petitions filed6 250 229 224 236 194

235 220 209 217 190

with a poll vote 4

(1.7%)

9

(4.3%)

13

(6.2%)

14

(6.5%)

12

(6.2%)

without a poll vote 231 211 196 203 178

7

(2.8%)

6

(2.6%)

3

(1.3%)

5

(2.1%)

6

(3.1%)

on Court�s own motion with oral argument 2 0 0 1 2

on Court�s own motion without oral argument 1 0 1 0 0

on motion of parties with oral argument 4 5 2 3 3

on motion of parties without oral argument 0 1 0 1 1

6

(2.4%)

7

(3%)

9

(4%)

12

(5%)

4

(2.1%)

1 UNITED STATES COURT OF APPEALS FIFTH CIRCUIT, CLERK’S ANNUAL REPORT: JUDICIAL WORKLOAD

STATISTICS FOR JULY 2011–JUNE 2012 at 29 encl. D (2012). 2 UNITED STATES COURT OF APPEALS FIFTH CIRCUIT, CLERK’S ANNUAL REPORT: JUDICIAL WORKLOAD




STATISTICS FOR JULY 2015–JUNE 2016 at 31 encl. D (2016). 6 The numbers in the chart above showing grants and denials are not only of petitions filed within each statistical year since a handful of petitions are pending at the open of each statistical year and a nearly equal number pending at the close of each statistical year:

2012 2013 2014 2015 2016

Pending at beginning of statistical year 21 23 19 22 24 Still Pending as of close of statistical year 23 19 22 24 18


2

These numbers are mostly consistent with those a decade earlier, although

slightly fewer en banc petitions were filed and slightly more were granted then: for the 12-month period that ended June 30, 2004, 192 petitions for rehearing en banc were filed, and the court granted 11 en banc rehearings, or 5.4% of the petitions filed.7 Regardless, the following statement from the Fifth Circuit’s Internal Operating Procedures remains true: compared to all the cases decided by the court, “[ f]ewer than 1% of the cases decided by the court on the merits are reheard en banc.” I.O.P. FOLLOWING 5TH CIR. R. 35.

That statistic fails to tell the whole story. The three shaded rows in the chart

above show the statistics of filed en banc petitions that got some traction at the court—either a grant, a poll, or a modification by the panel. The five-year average for petitions that got some traction is nearly 11% of the en banc petitions filed, which is relatively high given the extraordinary nature of en banc review. The charts at the end of this paper give a flavor of what issues garnered some en banc interest, even if not resulting in a grant. II. REHEARING BY THE PANEL AND BY THE EN BANC COURT

A. Rehearing en banc

Currently, a majority of the circuit judges who are in regular active service and not disqualified may order that an appeal be heard or reheard en banc. FED. R. APP. P. 35(a). For the Fifth Circuit, a list of active-status judges (listed by seniority) and a list of senior-status judges (listed alphabetically) can be found here: http://www.ca5.uscourts.gov/docs/default-source/forms-and-documents---clerks-office/addressandphonelisting.pdf.

1. Grounds

A petition for hearing or rehearing en banc, formerly called a “suggestion for en banc consideration,” is an extraordinary procedure to be used only for cases involving questions of exceptional importance or to secure or maintain uniformity of the court’s decisions. See id. As the Fifth Circuit Internal Operating Procedures describe, a petition for rehearing en banc “ is intended to bring to the attention of the

7 UNITED STATES COURT OF APPEALS FIFTH CIRCUIT, CLERK’S ANNUAL REPORT: JUDICIAL WORKLOAD STATISTICS

FOR JULY 2003–JUNE 2004 at 18, 23 encl. D (2004).


Find the full text of this and thousands of other resources from leading experts in dozens oflegal practice areas in the UT Law CLE eLibrary (utcle.org/elibrary)

Title search: Fifth Circuit Panel & En Banc Rehearing

First appeared as part of the conference materials for the27th Annual Conference on State and Federal Appeals session"Rehearing En Banc Strategies"


http://utcle.org/elibrary

EXHIBIT D


1


HOUSTON DIVISION

Juan Ramon Torres and Eugene Robison,

Plaintiffs, vs. SGE Management, LLC; Stream Gas & Electric, Ltd.; Stream SPE GP, et al,

Defendants. ___________________________________________


DECLARATION OF DAVID C. FREDERICK

I, David C. Frederick, declare as follows pursuant to 28 U.S.C. § 1746:

1. I was asked, based on my expertise in Supreme Court and appellate litigation, to evaluate

the reasonableness of the fees for work done on behalf of the plaintiff class by the firm Goldstein

& Russell, P.C. I have no financial interest in the outcome of this case or the outcome of the fee

application. I am not being compensated in providing this declaration. I submit this declaration

to state that, in my view, the fees sought are reasonable.

2. To prepare this declaration, I have reviewed the materials submitted in connection with the

fee application, as well as the briefs filed in the case and the Fifth Circuit’s initial panel opinion

and en banc opinion in this matter. As detailed below, I also have personal knowledge of the

customary billing rates for Supreme Court and appellate practitioners, and of the fees typically

accrued during a multi-stage appeal like this one.


2

BACKGROUND AND QUALIFICATIONS

3. I am a member of the bar of the District of Columbia, and a partner at the law firm Kellogg,

Hansen, Todd, Figel & Frederick P.L.L.C., in Washington, D.C. My complete professional biog-

raphy is available at http://www.khhte.com/attorneys-David-Frederick.html.

4. I graduated law school in 1989 and was admitted to practice that same year. I began my

career clerking for Judge Joseph T. Sneed in the U.S. Court of Appeals for the Ninth Circuit, and

then for Justice Byron R. White on the Supreme Court of the United States. Afterward, I have

been in private and government practice, including as Counselor to the Inspector General of the

U.S. Department of Justice (from 1995-1996), and as an Assistant to the Solicitor General (from

1996-2001). For the past nearly seventeen years, I have been in private practice at Kellogg Hansen.

5. I have substantial experience in and with the Supreme Court and the United States Courts

of Appeals. In addition to my clerkship, I have argued 50 cases in the Supreme Court and more

than 50 cases in the federal appellate courts, including at least one in every U.S. Court of Appeals.

I have written several books and articles about appellate and Supreme Court practice, including:

Supreme Court and Appellate Advocacy (2d ed. 2010, 3d ed. forthcoming); Advocacy Before the

Supreme Court: 1791 to Present, in Christopher Tomlins, ed., The United States Supreme Court:

The Pursuit of Justice (2005); and The Art of Oral Advocacy (2d ed. 2011, 3d ed. forthcoming).

6. In my experience as an appellate litigator, I have become familiar with the economics of

law practice, billing rates, billing practices, the cost and recovery of fees and expenses, and the

setting and collection of legal fees in a variety of circumstances, including cases presenting pro-

fessional demands, factual and legal complexity, and risk and expense levels comparable to this

case. I regularly represent plaintiffs and defendants on an hourly rate basis, as well as under alter-


3

native fee arrangements. I have also negotiated fee arrangements and pitched for business in com-

petitive settings where I have had the opportunity to learn what rates other experienced Supreme

Court and appellate attorneys are charging for their services in comparable cases.

7. I also have substantial experience litigating plaintiff-side appeals, including cases brought

under statutes with fee-shifting provisions. In that capacity, I have familiarity with the process for

submitting fee applications for appellate work.

ANALYSIS OF FEES

8. I have been asked to assess whether the hours worked and the hourly billing rates, as stated

in the Declaration of Eric Citron, are reasonable. In my view, they are.

9. The hours worked are, if anything, somewhat on the low side considering the number of

proceedings involved and the complexity of this case. In appellate cases of this complexity and

with these monetary stakes, a firm representing the plaintiffs must not only prepare a merits brief,

but also coordinate an amicus effort, and then prepare for and present an oral argument. Each of

these tasks requires considerable effort, both on an initial appeal and on a rehearing en banc –

particularly when the Court of Appeals requests additional briefing.

10. Preparation of a merits brief in a case like this one is a time-consuming process. Appellate

judges are interested not only in the result of the case before them, but also in how their opinion

may influence future cases in the same and related areas of the law. Consequently, the research

required to prepare a Court of Appeals brief and argument in a controversial case like this one

must be exhaustive so that advocates will know where all of the potential nuances and traps may

be. Moreover, the judges of the Fifth Circuit are a demanding audience. Sloppy errors or incom-

plete research—even about a peripheral point—can severely damage an advocate’s credibility.

And these points are amplified when the Court grants rehearing en banc because opinions of the


4

en banc court have greater influence on future cases, and the advocate must address and prepare

for the perspectives of 15 judges or more.

11. In cases, like this one, that involve substantial factual records, advocates must also spend

substantial time ensuring that they are familiar with the record and integrating the most persuasive

factual points into the brief. That process invariably is time-consuming not only because cases

frequently involve large records, but also because it can be difficult to understand a case on the

basis of a cold record alone, and so it may be necessary to confer with co-counsel or take other

steps (e.g., reviewing audio or video of lower court proceedings) to steep oneself in the facts.

12. In addition to the research component of preparing a merits brief, the writing can be very

challenging, particularly in a supplemental brief for rehearing en banc. Advocates must determine

which judges might plausibly provide their client with a majority of votes, and then craft a brief

that is tailored to appeal to those judges’ sensibilities. This sort of persuasive writing is difficult,

and advocates must spend substantial time editing their briefs to ensure that they appeal to the right

audience. The advocate must decide how exactly to phrase the desired legal rule, where to lay

emphasis, and which arguments to leave out in order to maximize the persuasive power of the

brief. Most briefs go through many iterations, with input from a number of partner-level writers,

before they are ready for the Court.

13. While preparation of the merits brief is ongoing, advocates must also coordinate amicus

briefs. Amicus briefs can be very helpful, or they can be counterproductive, depending on the skill

of amicus counsel and on whether the overall effort is coordinated so that the briefs are not dupli-

cative of each other. The key point is that advocates inevitably must be proactive about amici—

both by recruiting desired amici and by coordinating with confirmed amici to ensure that their


5

efforts further rather than hinder the presentation to the Court of Appeals. The process of identi-

fying, approaching, persuading, and then coordinating amici can be time-consuming—but it is

important to success in the Courts of Appeals, and reflects an integral component of typical appel-

late practice. An amicus effort is particularly important when an advocate seeks extraordinary

relief like rehearing en banc.

14. After the briefing is done, advocates must prepare for oral argument. This always requires

intensive study. An arguing attorney must know the briefs and the record cold, and be able to

leverage the most useful components of each on the fly. The advocate must also develop a keen

sense for what the largest weaknesses in his case might be, and be prepared to discuss them in

detail in a way that might appeal to whichever judge poses the question, as well as the other judges

who may be more skeptical of the advocate’s response.

15. It is typical during oral argument preparation for advocates to have several moot courts in

which colleagues and other members of the Supreme Court and appellate litigation bar act as mock

judges to facilitate preparation. Moot courts frequently take two or more hours to run their course

(an hour or so of questioning, and a similar amount of time for feedback). For moot courts to be

useful, advocates and the mock judges must prepare as if they are the actual argument, requiring a

substantial investment of time for the advocate and the mock judges alike.

16. It is by no means unusual for a team of several appellate practitioners collectively to spend

more than 1000 hours on the aforementioned tasks—particularly at bigger law firms with accom-

plished appellate litigation groups, and particularly in cases with high monetary stakes. And that

figure applies to a case that involves only a single appeal on the merits. This case, however,

involved multiple stages of litigation. In this case, attorneys at Goldstein & Russell served as lead

appellate advocates at the Rule 23(f) petition stage, on the initial appeal, in preparing a successful


6

petition for rehearing en banc, in the en banc proceedings (with supplemental briefing), and in

defending against a substantial petition for certiorari. In my experience, the bill for this amount of

work across the different phases that occurred in this case —performed by a similarly accom-

plished appellate group at a larger law firm—would very likely exceed $1,000,000.

17. In this case, Goldstein & Russell billed a total of 936.25 hours, assigning the vast majority

of the work to one of its more junior partners. The time spent by Mr. Citron (855.50 hours over

four years), the principal author of the briefs and the oral advocate at the two oral arguments,

compares favorably to the time other attorneys in such a role typically would spend. The time spent

by Mr. Citron’s colleagues (60.75 hours for Mr. Goldstein, 14.75 hours for Mr. Singh, and 5.25

hours for Mr. Russell) is likewise very reasonable.

18. The proposed hourly rates are also reasonable for the type, quality, and quantity of work

performed. Supreme Court and appellate litigation is a specialty practice, and it is now common

to retain an appellate specialist in any high-stake appeal—particularly one in which the Supreme

Court might eventually be involved. Appellate specialists typically have impeccable credentials

and reputations for high-quality advocacy. For example, the consensus view among members of

the Supreme Court is that this bar is uniquely well-positioned to litigate cases in that Court.

“[E]ight of the nine sitting justices indicate that most embrace the specialty Supreme Court bar,”

recognizing that “having experienced lawyers handling cases helps the court and comes without

any significant costs.” See Joan Biskupic et al., At America’s Court of Last Resort, a Handful of

Lawyers Now Dominates the Docket, Reuters (Dec. 8, 2014), http://www.reuters.com/investigates/

special-report/scotus/.

19. The hourly rates quoted in the fee application are typical for Supreme Court and appellate

specialists with comparable experience and expertise. Goldstein & Russell is a firm with a strong


7

reputation for litigating cases in the Supreme Court and U.S. Courts of Appeals, and all of the

partners who worked on this matter have substantial experience with the Court, including arguing

before the Court, acting as counsel of record for parties in the Court, and/or clerking on the Court.

In light of his eleven years of experience as a law clerk or practicing attorney, and eight years of

experience as a Supreme Court advocate, Mr. Citron’s hourly rate ($850) is very reasonable for

the lead merits brief author and oral advocate; indeed, many appellate practices charge more

money for partners with comparable credentials and experience. Mr. Citron’s colleagues’ rates

are likewise reasonable based on their experience and expertise.

20. The rates are also reasonable for the quality of work performed. The written and oral ad-

vocacy in this case achieved an excellent result for the plaintiff class. A grant of rehearing en banc

is very rare, and the Fifth Circuit’s previous precedents on certification of plaintiff classes in fraud

cases mark the pro-class-certification outcome in this case as an extraordinary victory. Credit is

due to the advocates who won that relief.

21. In assessing the reasonableness of the fees sought, it should not be overlooked that defend-

ants were able to hire excellent appellate specialists of their own, who spared no effort in their

attempt to overturn the District Court’s decision. Defendants’ principal appellate counsel, James

C. Ho, has now been appointed to the Fifth Circuit himself, and was a leading appellate advocate.

One reason that statutes like RICO include fee-shifting provisions and class settlements provide

compensation to plaintiffs’ counsel is to facilitate fair fights in contests such as these. The efforts

of the plaintiffs’ legal team, including the attorneys from Goldstein & Russell, were necessary to

balance defendants’ resources and expertise in this case.


8

22. Finally, the hourly rates are reasonable in light of the number of hours worked. The lean

staffing on this case and use of more junior partners for the two oral arguments substantially re-

duced the expense of this appeal relative to having a more experienced attorney like Mr. Goldstein

take the lead. Assigning nearly all the work to Mr. Citron reduced duplication and made this

litigation much more efficient than it likely would have been at other, larger firms with comparable

appellate practice groups. Such efficiency makes each hour spent more valuable, and therefore

supports the rates sought.

23. The multiplier G&R seeks on its time for this contingent representation (2.08) also appears

to me to be at or below the figures typically awarded in similar cases, particularly given the risk

involved in this case and the extraordinary result obtained. Among other factors, given the typical

outcome and preexisting precedent in the Fifth Circuit on class-certification issues, I would have

rated the odds of succeeding in this appeal as less than 50%, particularly because a Rule 23(f)

petition had already been granted. That is demonstrated by the fact that the plaintiffs in fact did

not succeed on the initial appeal. And the odds of obtaining a grant of rehearing en banc and

reversal of the panel opinion at that point were of course much lower.

24. For the foregoing reasons, I believe that the fees sought by Goldstein & Russell in this case

($814,037) are reasonable.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on August 29, 2018.

David C. Frederick


EXHIBIT E


Date Attorney Rate Hours Narrative

2/2/2014 Citron 850 5.5Review 23(f) petition, decision below, initial sketch of opposition, and some cases cited therein 4675

2/3/2014 Citron 850 8.5Begin research and drafting work on 23(f) response, arrange call with Mr. Kochanowski, discuss case with Mr. Goldstein 7225

2/4/2014 Citron 850 11.75Research and drafting on Rule 23(f) response first draft; call with Mr. Kochanowski 9987.5

2/5/2014 Citron 850 7.75 Complete first draft of 23(f) response and circulate to team 6587.5

2/5/2014 Citron 1150 4.5Draft additional section of 23(f) response in response to comments from Mr. Goldstein and Mr. Kochanowski; send to Mr. Goldstein 5175

2/6/2014 Citron 850 6.25 Complete revision of 23(f) opposition and circulate to team 5312.5

2/6/2014 Citron 850 5.5Complete and finalize opposition brief, send courtesy copy to opposing counsel, coordinate filing with co-counsel 4675

2/11/2014 Citron 850 0.75

Review request for consent from opposing counsel, discuss with Mr. Goldstein, call to discuss with Mr. Kochanowski, convey response to defendants' counsel 637.5

2/25/2014 Citron 850 0.5 Discuss consent to additional motions with Mr. Kochanowski 425

2/26/2014 Citron 850 0.25Emails with Mr. Kochanowski regarding consent and email to opposing counsel 212.5

2/27/2014 Citron 850 2.25 Review motion filings and emails to co-counsel regarding content 1912.5

3/3/2014 Citron 850 3.25Begin drafting opposition to stay motion (dropped when motion granted early by court) 2762.5

4/8/2014 Citron 850 1.25prepare for conference call and conference call with Mr. Kochanowski to discuss merits briefing 1062.5

4/18/2014 Citron 850 0.5 emails with opposing counsel negotiating extensions 425

4/29/2014 Citron 850 0.5discussion with cocounsel and emails with opposing counsel regarding further extensions 425

7/15/2014 Citron 850 0.5emails with counsel for DSA consenting to their filing of amicus brief 425

7/15/2014 Citron 850 1.25 emails to FTC to discuss possible participation as amici in case 1062.5

7/16/2014 Citron 850 0.75 emails and calls coordinating possible meeting with the FTC 637.57/18/2014 Citron 850 0.5 emails to schedule and confirm FTC meeting 425

7/18/2014 Citron 850 2.75 Initial review of defendants brief and notes on important points 2337.57/21/2014 Citron 850 7.75 Research and review of case law cited in defendants' brief 6587.5

7/22/2014 Citron 850 9.5Further research; draft talking points for FTC meeting and send to team to review 8075

7/23/2014 Citron 850 7.25

Additional legal research and initial review of record materials; complete draft of talking points and assemble package for FTC and send; call with FTC to discuss case 6162.5

7/29/2014 Citron 850 0.75

emails with opposing counsel regarding extension; emails with co-counsel regarding phone extension; examine rules; phone extension 637.5

8/6/2014 Citron 850 1.5Review amicus brief by DSA and forward to FTC personnel for review 1275

8/7/2014 Citron 850 5.75 Review of record materials; additional legal research 4887.5

8/8/2014 Citron 850 7.25Further review of record materials; additional legal research and review of case law regarding pyramid schemes 6162.5

8/11/2014 Citron 850 0.5 email to FTC following up on conversation 4258/18/2014 Citron 850 0.5 Review email from FTC and forward to co-counsel 425

8/20/2014 Citron 850 0.75emails with co-counsel regarding FTC non-participation and other amici; discuss plan for further extension 637.5

1


8/21/2014 Citron 850 3.25Draft extension motion; forward to Mr. Goldstein for review; forward to co-counsel for review and filing authorization 2762.5

8/25/2014 Citron 850 0.5finalize and file extension motion; review order granting extension and forward to co-counsel. 425

8/26/2014 Citron 850 5.75Begin initial record review in preparation for merits drafting and letters to amici 4887.5

8/27/2014 Citron 850 6.25Legal research into cases cited by defendants and additional related cases in 5th circuit and other circuits 5312.5

8/28/2014 Citron 850 5.5Further research and begin drafting letter to additional amici to solicit support for opposition brief on appeal 4675

9/5/2014 Citron 850 4.25Complete draft of letter to amici and forward to Mr. Goldstein for comments 3612.5

9/9/2014 Citron 850 3.25

Incorporate comments; complete amicus solicitation; format amicus specific versions of letter; draft cover emails and send to various amici soliciting support; follow-up emails with public citizen and AARP 2762.5

9/18/2014 Citron 850 8.5

Begin comprehensive review of record including sealed motion for class certification, motion for summary judgment and responses thereto, and record materials cited therein 7225

9/19/2014 Citron 850 7

Begin intensive legal research into pyramid scheme law, including effort to identify every case regarding pyramid scheme or mid-level marketing scheme in every circuit, district court, or state court 5950

9/20/2014 Citron 850 6.75

Continue comprehensive legal research; review of materials related to pyramid schemes promulgated by the FTC; review of FTC briefs in pyramid scheme cases 5737.5

9/21/2014 Citron 850 7.75

Additional legal research; additional record review; additional FTC research; begin drafting appellees' brief with focus on legal argument sections 6587.5

9/22/2014 Citron 850 8.25

Drafting on brief; additional review of record materials; identify materials in record that are unavailable due to sealing and that require additional review 7012.5

9/23/2014 Citron 850 9.5

Additional legal research and drafting work on brief; emails with co-counsel regarding materials; request for class action hearing transcript from counsel; review class action hearing transcript to develop waiver arguments 8075

9/24/2014 Citron 850 10.25

Calls with co-counsel regarding missing record materials; review materials forwarded by co-counsel; additional research and drafting. 8712.5

9/25/2014 Citron 850 0 Rosh hashanah and Weeked 09/26/2014 Citron 850 0 Rosh hashanah and Weeked 09/27/2014 Citron 850 0 Rosh hashanah and Weeked 09/28/2014 Citron 850 0 Rosh hashanah and Weeked 09/29/2014 Citron 850 8.5 Research and drafting on brief 7225

9/30/2014 Citron 850 11.5

Research and drafting on brief; call with Kochanowski to discuss economic evidence in case; request and receive Taylor expert report; additional drafting; review record materials identified by Mr. Caldwell in response to specific information requests 9775

10/1/2014 Citron 850 9

Drafting of brief and additional record research including exchanges with Mr. Caldwell seeking specific information; review of Snyder affidavit and portions of Coughlan report; further research and drafting 7650

10/2/2014 Citron 850 7.5

Recruit research and cite-checking help from Mr. Benedict and discuss case with him to bring him up to speed; review MLM industry data forwarded by Mr. Caldwell; additional drafting (overnight completion of first draft) 6375

2


10/3/2014 Citron 850 9.75

Complete first draft of opposition brief overnight and send to Mr. Goldstein for review; discuss with Mr. Goldstein by phone and incorporate comments; circulate to co-counsel; email to co-counsel regarding failure rates of other pyramid schemes 8287.5

10/3/2014 Citron 850 0 Yom Kippur 0

10/4/2014 Citron 850 1.25 Brief review of draft and comments from co-counsel; minor edits 1062.5

10/5/2014 Citron 850 12.25

Extensive revisions to brief based on comments from co-counsel; begin work on cite-checking and finalization process; emails to FTC and other amici regarding case and forwarding draft brief; emails with co-counsel regarding brief 10412.5

10/6/2014 Citron 850 14.75

emails and conference call with co-counsel; complete extensive revisions, incorporating further dicussions with co-counsel; begin work on supplemental record excepts, including discussion with opposing counsel regarding sealing issues; calls with co-counsel about assembling record matierals for filing with the Fifth Circuit; overnight drafting and edits 12537.5

10/7/2014 Citron 850 9.25

Complete second draft (including early morning drafting) and circulate to co-counsel; forward brief to cite-checkers for substantive and stylistic cite-check; further exchanges with co-counsel regarding assembling of record materials and with opposing counsel regarding sealing of certain cited record materials; additional edits and review of cite-check 7862.5

10/9/2014 Citron 850 14

Begin revisions to second draft, incorporating further comments from co-counsel; work on assembling supplemental record excerpts; work on cite-check and incorporation of edits from cite-checkers; forward to Mr. Goldstein for review and discussion of his reactions; additional research based on Mr. Goldstein's comments and incorporation of additional findings; further edits for stylistic and word-count purposes; overnight drafting work 11900

10/10/2014 Citron 850 16.5

early morning edits and revisions; complete final edits and revisions including efforts to reduce word count and to incorporate further changes from cite-checkers; extensive work on finalizing the supplemental sealed record excerpts; compile tables of contents and finalize both brief and supplemental record excerpts; final review and edits; file brief and supplemental record excerpts; forward as-filed brief to amici and opposing counsel. 14025

10/13/2014 Citron 850 1.5Discussions with co-counsel regarding access to SRE materials, and emails and discussion with amicus at AARP regarding AARP brief 1275

10/14/2014 Citron 850 0.75

Work with co-counsel on filing of paper copies of SRE; assemble and send FTC materials to AARP for possible inclusion in amicus brief 637.5

10/15/2014 Citron 850 1.25Review AARP amicus brief and pass on reactions to counsel for AARP 1062.5

10/17/2014 Citron 850 1.75Provide consent to AARP brief; review AARP brief as filed; work with co-counsel on printing and filing of paper copies of SRE 1487.5

12/4/2014 Citron 850 0.5Review order regarding scheduling from court and correspondence with co-counsel regarding date 425

12/15/2014 Citron 850 0.5 Review scheduling order and discuss with co-counsel 425

12/19/2014 Citron 850 0.25Review panel change order and discuss order and oral argument scheduling with Mr. Goldstein 212.5

3


1/12/2015 Citron 850 0.75Review Tenth Circuit decision in GCG Holding, forward decision to Mr. Goldstein with recommendation to file 28(j) letter 637.5

1/13/2015 Citron 850 0.5Discussion with Mr. Goldstein regarding CGC Holding and 28(j) letter strategy 425

1/14/2015 Citron 850 1.25 Drafting on 28(j) letter regarding CGC Holdings 1062.5

1/15/2015 Citron 850 2.75

Complete initial draft of 28(j) letter, forward to Mr. Goldstein and co-counsel for review; edits after discussion with Mr. Goldstein; recirculate updated letter to co-counsel; finalize 28(j) letter and file. 2337.5

1/20/2015 Citron 850 1.25

Calls with Fifth Circuit clerks office regarding absence of oral argument form; locate and file oral argument form; correspondence with clerk's office explaining filing 1062.5

1/22/2015 Citron 850 0.5

Contact co-counsel and Mr. Goldstein regarding travel for oral argument and setting up moot courts; emails to firm partners regarding availability for moots 425

1/27/2015 Citron 850 4.75

Correspondence with clerks office regarding oral argument form; review 28(j) response filed by defendants; assemble moot materials for moot court; begin oral argument preparation; forward materials to Mr. Klein for preparation meeting 4037.5

1/28/2015 Citron 850 6.5

oral argument preparation including review of briefing, review of record materials, preparation of case books and initial review of key cases; 5525

1/29/2015 Citron 850 5.25

Oral argument preparation including detailed review of cited cases; detailed review of record materials; begin drafting argument notes and initial presentation language 4462.5

1/30/2015 Citron 850 7.5

Further oral argument preparation including completing first draft of argument presentation language and notes; moot court with firm partners; process reactions from moot court and begin revising oral argument notes and research 6375

1/31/2015 Citron 850 2.25Continue revising oral argument notes and reviewing record; practice opening statement and answers to key questions 1912.5

2/1/2015 Citron 850 1.75

Meeting with Mr. Klein (outside consult) on oral argument strategy and incorporate reactions to argument into notes for oral presentation 1487.5

2/2/2015 Citron 850 11.5

Final oral argument preparation including arranging and participating in moot with co-counsel in New Orleans, travel to New Orleans and review of record materials on flight; re-review of initial complaint; additional drafting on opening statement and argument notes; additional review of case law; final draft of opening remarks and send draft to Mr. Goldstein for review; incorporate Mr. Goldstein's reactions to remarks 9775

2/3/2015 Citron 850 6.5

Final preparation for oral argument and court time for argument; email to Mr. Goldstein regarding oral argument and court's request for letter briefing; discussion of letter briefing with co-counsel and sketch of letter briefing during return travel 5525

2/4/2015 Citron 850 2.25Listen to oral argument audio and forward to co-counsel; begin work on additional letter briefing; discussion with Mr. Goldstein 1912.5

2/5/2015 Citron 850 3.75

Research into questions posed by Court for letter briefing; conference call with co-counsel; emails with questions for co-counsel 3187.5

2/6/2015 Citron 850 3.25Detailed fact and figure research in factual database regarding Court's questions; additional drafting on letter brief 2762.5

2/7/2015 Citron 850 4 Research and writing on letter brief 3400

4


2/8/2015 Citron 850 3.25 Complete initial draft of letter brief and circulate to co-counsel 2762.5

2/9/2015 Citron 850 9.25

Revise letter brief and recirculate to co-counsel; additional round of edits and recirculation to co-counsel; review eidts proposed by co-counsel and recirculate additional draft; further edits and effort to finalize letter brief; call with 5th Circuit regarding format; co-ordination with co-counsel regarding how to cite expert database; discuss filing with Mr. Goldstein; finalize and file letter brief; review defendants' simultaneous brief and note reactions. 7862.5

6/5/2015 Citron 850 1.25

Review ex parte motion for contempt filed by Mr. Clearman; attempt to discernt from district court docket the basis for the motion; emails with co-counsel 1062.5

6/9/2015 Citron 850 0.75

Emails with co-counsel regardingtheir inability to file response; discussion of filing and filing of response based on co-counsel's inability to file. 637.5

6/10/2015 Citron 850 0.5

Email with amici explaining ex parte motion for contempt and explaining that there is no basis for concern or to avoid future participation in the case 425

6/15/2015 Citron 850 0.5Review and discuss reply in support of motion for contempt filed by Mr. Clearman 425

6/18/2015 Citron 850 0.25 Review response from defendants regarding contempt filings 212.5

10/16/2015 Citron 850 3.25

Review panel opinion reversing district court certification; forward to co-counsel and Mr. Goldstein for review; discussion with Mr. Goldstein and co-counsel regarding next steps; respond to press inquiries. 2762.5

10/19/2015 Citron 850 0.5Review email from Mr. Clearman regarding petition for rehearing; discuss w/ co-counsel 425

10/23/2015 Citron 850 1.75Draft and file motion for extension of time to file petition for rehearing en banc 1487.5

10/26/2015 Citron 850 1.5Outreach emails and calls to various amici seeking support for petition for rehearing en banc 1275

10/27/2015 Citron 850 2.5

Discussion of options with co-counsel regarding avoidance of interference in case by Mr. Clearman; contact Mr. Ho to discuss opposition to motion to lift stay; report Mr. Ho's response to co-counsel, discussion with co-counsel regarding next steps; review emails from Mr. Clearman 2125

10/28/2015 Citron 850 2.75

Set up call with FTC to lobby for participation in en banc petition process; email to co-counsel regarding call; prepare for call and call with FTC 2337.5

11/6/2015 Citron 850 0.75 Prepare and file motion for additional one week extension 637.5

11/11/2015 Citron 850 3.75

Email to Mr. Goldstein regarding lack of extension; begin drafting petition for rehearing en banc; forward email from Mr. Clearman to co-counsel and encourage co-counsel to take no additional actions respecting Mr. Clearman 3187.5

11/12/2015 Citron 850 0.25 Review order granting extension and forward to co-counsel 212.5

11/17/2015 Citron 850 6.75Drafting on petition for rehearing en banc; email with amici regarding consent 5737.5

11/18/2015 Citron 850 11.5Drafting on petition for rehearing en banc; review emails and emails to co-counsel regarding petition; 9775

11/19/2015 Citron 850 11.75

Calls and emails with prospective amici regarding participation in petition for rehearing review; call and emails with Laura from TINA and Julie from AARP, as well as discussions with Public Citizen; drafting (including effort to complete draft overnight) 9987.5

11/20/2015 Citron 850 4.5 Complete and circulate first draft 3825

5


11/20/2015 Citron 850 8

Complete extensive revisions to draft suggested by Mr. Goldstein and recirculate; coordinate and incorporate cite-check of rehearing petition; incorporate additional changes and edits and recirculate draft; finalize and file rehearing petition; emails and discussions with amicus counsel; effort to lobby Public Citizen to participate 6800

11/23/2015 Citron 850 2

Emails and phone calls with amici and prospective counsel in attempt to secure attorneys willing to render pro bono assistance to AARP and TINA. Email petition to amici; emails coordinating with amici; emails and calls with printer coordinating filing of paper copies 1700

11/24/2015 Citron 850 1Review amicus draft from Laura Smith at TINA and offer suggestions 850

11/25/2015 Citron 850 1.25

Review proposed motion to lift stay and emails with co-counsel regarding proposed motion; review as filed amicus briefs of TINA and AARP 1062.5

11/30/2015 Citron 850 0.75

Review orders granting and denying leave to file amicus briefs; discussion with AARP counsel regarding denial of motion to file and proposed next steps 637.5

12/1/2015 Citron 850 0.5Further discussion with Julie Nepveu from AARP regarding request for reconsideration on order denying amicus participation 425

12/2/2015 Citron 850 0.75Call with Mr. Goldstein to discuss AARP issue and emails with AARP regarding proposed motion for reconsideration 637.5

12/3/2015 Citron 850 0.5

Review order calling for response; explain order to co-counsel; forward order to Julie Nepveu and encourage AARP to seek reconsideration on denied amicus brief 425

12/4/2015 Citron 850 0.25Correspondence with Mr. Ho and co-counsel regarding extension and consenting to extension 212.5

12/11/2015 Citron 850 0.25 Review court order granting extension 212.5

12/16/2015 Citron 850 0.25Review court order granting reconsideration on AARP filing; correspondence with Ms. Nepveu 212.5

12/21/2015 Citron 850 0.5 Brief review of defendants' opposition to rehearing en banc 425

12/23/2015 Citron 850 1.25Review defendants' opposition to rehearing en banc and email to Mr. Goldstein regarding same; call with Mr. Goldstein to discuss 1062.5

3/12/2016 Citron 850 1.5

Review order granting rehearing en banc; correspondence with co-counsel; prepare for discussion and initial discussions with Mr. Goldstein regarding strategy for rehearing stage 1275

3/15/2016 Citron 850 0.75Review and brief response to press inquiry; set up and prepare for phone conference with co-counsel 637.5

3/16/2016 Citron 850 1.25Prepare for phone conference and phone conference with co-counsel regarding strategy for rehearing 1062.5

3/22/2016 Citron 850 1.5

Review Supreme Court class action decision in Tyson Foods, forward to co-counsel with cover email; email to AARP noting grant of rehearing en banc and asking them to prepare to participate as amici again; email to FTC urging participation 1275

3/25/2016 Citron 850 0.25 Coordinate filing of additional paper copies of panel briefs 212.5

3/28/2016 Citron 850 1.75

Draft and send extended email to Public Citizen urging them to reconsider participating independently as amicus in support of the plaintiffs at en banc stage; adapt version of letter for FTC and send to GC's office asking for meeting 1487.5

3/31/2016 Citron 850 0.75

Further correspondence with FTC; emails with Mr. Goldstein regarding FTC strategy and outreach to contacts with information on lobbying FTC 637.5

6


4/1/2016 Citron 850 1.25

Research and email to Mr. Goldstein regarding possible other amici in Stream case, including outreach to Avon, Tupperware and other non-DSA companies; discussion with Mr. Goldstein 1062.5

4/4/2016 Citron 850 2.25

Review email exchange between Mr. Goldstein and FTC-related contacts and discuss with Mr. Goldstein; review email from Mr. Kapler inviting plaintiffs to meeting with FTC; discuss email and plan meeting with co-counsel; call with Mr. Goldstein's contact 1912.5

4/5/2016 Citron 850 0.5 Coordinate meeting with FTC with commission and co-counsel 425

4/8/2016 Citron 850 2.75

Emails with amicus counsel, opposing counsel, and co-counsel regarding consenting to DSA amicus brief and also blanket consent strategy; discussion of strategy with Mr. Goldstein; agree on strategy with co-counsel counsel; review en banc brief from defendants and forward to co-counsel 2337.5

4/11/2016 Citron 850 4.5

email consent information to opposing counsel; draft email to Chairwoman's office of FTC; correspondence with FTC; research SEC pyramid-scheme programs; arrange phone conference with co-counsel regarding government outreach strategy; detailed review of defendants' brief in preparation for FTC meeting and other amicus outreach 3825

4/12/2016 Citron 850 4.25

Prepare for phone call and phone call with co-counsel; email exchange with Allison Zieve at Public Citizen regarding amicus support; call with counsel for eight IAs seeking to file as amici in support of defendants; email to co-counsel regarding IA amici; email exchange regarding IA brief; further research and email to co-counsel regarding SEC whistleblower program; emails to FTC forwarding defendants' brief and coordinating meeting; review FTC's briefing from fortune Hi-Tech case in preparation for meeting; begin preparing handouts and bullet-points for FTC meeting 3612.5

4/13/2016 Citron 850 3.75prepare for meeting and meeting at FTC with co-counsel; email to Public Citizen attaching briefs seeking amicus support 3187.5

4/18/2016 Citron 850 3.25Begin detailed review and notes on defendants' briefs and amicus briefs filed by DSA and IAs 2762.5

4/19/2016 Citron 850 5.25

Continue detailed review of briefs; email with co-counsel regarding research into newly decided cases and new record issues raised in defendants' en banc briefing; review record files to locate relevant documents including spreadsheet version of expert report; begin reviewing record documents; schedule call and call with co-counsel; brief discussion with Mr. Goldstein regarding FTC response 4462.5

4/20/2016 Citron 850 5.75

Research and notes on en banc brief; email brief to outside reviewers for reactions; coordinate preparation of graphics with Ms. Runkle; review expert spreadsheet in effort to formulate responses to defendants' record arguments 4887.5

4/22/2016 Citron 850 6.25

Further notes on defendants' brief and begin sketching outline of argument for response en banc brief; emails with co-counsel regarding drafting of brief and questions and observations from defendants' briefing; call with counsel for IAs regarding their potential motion for divided argument 5312.5

4/25/2016 Citron 850 3.75

email with James Sullivan regarding divided argument request; discussion of request with Mr. Goldstein; email to co-counsel recommending opposition to motion; work on outline and initial set up brief 3187.5

7


4/26/2016 Citron 850 3.25

Communications with counsel for IAs reporting opposition to motion and seeking information on who the IAs are who joined amicus brief; review motion filed be amici for divided argument; research into IAs in expert spreadsheet; 2762.5

4/27/2016 Citron 850 9.75

Emails with co-counsel and extensive personal research into the data on the eight amicus IAs; Review district court briefing on Coughlin Daubert motion; emails with prospective counsel for plaintiffs' amici; emails with plaintiffs' amici; draft opposition to amicis' motion for divided argument time; forward draft of opposition to Mr. Goldstein and co-counsel; call with co-counsel and discussion of availability of expert witness Paul Taylor for consult; discussion of opposition draft with Mr. Goldstein and edits to opposition draft; additional record research 8287.5

4/28/2016 Citron 850 10.25

Emails with prospective amici; call w/ co-counsel; edits to opposition to amicis' motion and file motion; additional record research and initial drafting of plaintiffs' en banc response brief; arrange teleconference with Paul Taylor; further drafting on first draft of brief 8712.5

4/29/2016 Citron 850 9.5

Further drafting on first draft of brief; teleconference with expert witness; email to Eric Conforti from expert witness firm with copy of brief and request for relevant statistics; additional research and drafting on brief; email to prospective counsel for amici; work with Ms. Runkle on graphics for brief 8075

4/30/2016 Citron 850 6.75research and drafting on en banc brief; email with all prospective amici to arrange teleconference coordinating briefing 5737.5

5/1/2016 Citron 850 8.5research and drafting on en banc brief; email all underlying materials to Mr. Goldstein for review and discussion 7225

5/2/2016 Citron 850 3.75Drafting on brief; teleconference with amici; emails with experts at Plante Moran regarding statistical research; further drafting 3187.5

5/2/2016 Citron 850 1.5Discussions and emails with and about Mr. Clearman's assertion that he plans to file his own brief and related threats 0

5/3/2016 Citron 850 15.25Further research and drafting on first draft, including overnight drafting work 12962.5

5/4/2016 Citron 850 5.5 early morning drafting work; email draft to Mr. Goldstein 4675

5/4/2016 Citron 850 6.25

additional drafting and incorporation of graphics into brief; forward new draft to Mr. Goldstein; discussion of reactions with Mr. Goldstein; email initial draft to co-counsel and slightly revised version of draft to amici; review charts provided by experts at Plante Moran 5312.5

5/5/2016 Citron 850 10.5

Extensive revisions to draft based on comments from Mr. Goldstein; additional research into record statistics; coordinate preparation of additional tables/graphics with Ms. Runkle; begin coordinating cite-check and review by Ms. Twinem; emails with Mr. Goldstein regarding contacting counsel for IAs and edits to brief; further revisions, overnight drafting; emails coordinating oral argument preparation with co-counsel; call with Mr. Goldstein 8925

5/6/2016 Citron 850 4.5Early morning drafting to complete new draft of en banc brief; email draft to Mr. Goldstein and Ms. Twinem 3825

5/6/2016 Citron 850 4.75

additional round of revisions to draft brief; email further revised version to Mr. Goldstein, Ms. Twinem, co-counsel, and Ms. Runkle for review 4037.5

5/7/2016 Citron 850 9

Complete further revisions including review of initial suggestions and cite-check from Ms. Twinem; send new draft to co-counsel and Mr. Goldstein 7650

8


5/8/2016 Citron 850 5Begin polishing and finalizing brief, incorporating edits from cite check by Ms. Twinem 4250

5/9/2016 Citron 850 4.25Early morning work polishing and finalizing brief and incorporating additional edits; re-circulate to team for final day review 3612.5

5/9/2016 Citron 850 13.5

Final day polishing, edits, and review, incorporating additional reactions from co-counsel; correspondence with counsel for IA amici and related edits to brief; finalize and file brief; emails with co-counsel regarding oral argument forms and submissions; 11475

5/10/2016 Citron 850 1.5coordination calls and emails with amici; correction of deficient brief and coordination of printing of paper copies 1275

5/11/2016 Citron 850 2.25

Review original draft of brief, identify sections that were cut and that might be appropriate focus for amicus briefing; forward highlighted original draft to amici, further emails and calls coordinating amicus effort 1912.5

5/12/2016 Citron 850 1.5Review draft brief from Truth In Advertising; emails with amici regarding consent 1275

5/13/2016 Citron 850 0.75

Emails with Public Citizen regarding consent; find and forward email chain providing blanket consent from opposing counsel to all amici 637.5

5/15/2016 Citron 850 0.5 Read Public Citizen brief 425

5/16/2016 Citron 850 4.5

Review and redline both remaining draft amicus briefs and forward reactions to counsel for amici; emails with co-counsel regarding available citations showing lobbying work done by DSA; further emails providing relevant materials to counsel for amici; review amicus briefs as filed 3825

5/17/2016 Citron 850 3

emails with prospective mooters; begin preparation for oral argument by reviewing underlying briefing from both sides and both stages of case 2550

5/18/2016 Citron 850 3.75

Preparation for oral argument; preparation of briefing books and case books for travel to argument; recruit mooters and send materials to moot panel; correspondence with Fifth Circuit clerk's office and co-counsel regarding oral argument counsel table 3187.5

5/19/2016 Citron 850 7.75

Preparation for oral argument including extensive review of record and initial drafting on proposed opening statement; correspondence with co-counsel and clerk's office regarding oral argument seating; review of 28(j) letter submitted by defendants' IA amici; begin work on response to 28(j) letter; review of cases for oral argument 6587.5

5/20/2016 Citron 850 8.25

Prepare for moot and first moot court at firm; notes on mooters' reactions and adjustments to proposed opening statement; draft response to amici 28(j) letter and circulate to Mr. Goldstein, Mr. Singh, and other team members for comment; finalize and file 28(j) letter; further review of record and case law for oral argument preparation 7012.5

5/21/2016 Citron 850 3 Review of record and case law in preparation for oral argument 2550

5/22/2016 Citron 850 4.5

Further preparation for oral argument, including review of initial panel briefing, review of 28(j) submissions; review of expert report materials; and revisions to proposed opening statement 3825

5/23/2016 Citron 850 6.75

Finalize all materials necessary for argument in preparation for travel to New Orleans; travel to New Orleans and preparation for oral argument on flight; review recent pyramid scheme legislation forwarded by colleague; coordination for second moot 5737.5

9


5/24/2016 Citron 850 12.5

Attend oral arguments at en banc Fifth Circuit to research judges and familiarize self with courtroom and atmosphere; review of materials in preparation for second moot; second moot court; obtain reactions from mooters; phone call with Mr. Klein (from first moot) to discuss further thoughts; revisions to proposed opening statement; final review of case law and record materials and preparation of final notes for argument 10625

5/25/2016 Citron 850 3.5Final preparation for argument and oral argument before en banc Fifth Circuit; debrief with co-counsel regarding reactions to hearing 2975

5/27/2016 Citron 850 2.5

emails and calls with Mr. Clearman to discuss his theories of the merits on the case and review of email from Clearman recording conversation; succesfully disuade Mr. Clearman for filing a post-argument brief in the Fifth Circuit 0

5/31/2016 Citron 850 0.75Review exchange of emails with and regarding Mr. Clearman's settlement proposal 0

7/19/2016 Citron 850 1.25Exchange of emails with Mr. Clearman regarding Herbalife and FTC's position 0

9/30/2016 Citron 850 1.75Review en banc decision and discuss with Mr. Goldstein and with co-counsel 1487.5

10/5/2016 Citron 850 1.5Field extension request from Mr. Ho and discuss strategy and timing issues with co-counsel 1275

10/6/2016 Citron 850 1.25

Further emails with co-counsel regarding timing issues and strategy on dissolving stay; correspondence with Mr. Ho regarding extension request 1062.5

10/7/2016 Citron 850 2.50

Review extension motion filed by defendants and draft opposition to motion; forward draft to co-counsel for review and approval; review reply to opposition filed by defendants; review court order granting extension and discuss timing issues with co-counsel 2125

10/28/2016 Citron 850 1.50Review defendants rehearing petition and discussion with Mr. Goldstein 1275

11/2/2016 Citron 850 0.50Review court order allowing response to petition for rehearing and emails to co-counsel regarding same 425

11/2/2016 Citron 850 0.50 Review email from Mr. Clearman regarding order 0

11/3/2016 Citron 850 0.75Call with Mr. Prebeg to discuss next steps and possible responses to petition for rehearing 637.5

11/3/2016 Citron 850 2.25

Discussion of Mr. Clearman's emails with co-counsel; draft email to Mr. Clearman; extended phone call with Mr. Clearman; convince Mr. Clearman to make no filings with the Fifth Circuit 0

11/9/2016 Citron 850 1.00Sketch thoughts on response to petition and discuss with Mr. Prebeg; assign Mr. Prebeg initial draft of response 850

11/10/2016 Citron 850 5.75Review initial draft of response provided by Mr. Prebeg and begin extensive revision; call with Mr. Prebeg 4887.5

11/11/2016 Citron 850 6.50Complete total rewrite of opposition to rehearing and forward to Mr. Prebeg to finalize and file 5525

11/15/2016 Citron 850 1.50

Review finalized opposition, provide brief edits, and return to Mr. Prebeg for filing; correspondence with Mr. Ho regarding motion to file reply 1275

11/20/2016 Citron 850 0.50 Review reply by defendants and discuss with internal team 425

11/29/2016 Citron 850 0.75Review court order denying defendants' petition for additional rehearing and discuss by email with team members 637.5

11/30/2016 Citron 850 1.00Prepare for teleconference and teleconference with co-counsel regarding strategy 850

12/2/2016 Citron 850 0.50Brief emails with Mr. Ho and with co-counsel team to discuss motion to stay mandate and correspondence opposing such motion 425

10


12/7/2016 Citron 850 2.25

Attempt to review motion to seal and to stay mandate; correspondence with defendants regarding inability to access motion; review motion after forwarded by defendants; forward motion to co-counsel; begin work on opposition to motion to stay mandate; review court order staying mandate 1912.5

12/7/2016 Citron 850 0.50 Review email from Mr. Clearman 0

1/30/2017 Citron 850 0.75

Extended phone call with Mr. Clearman; successfully persuade Mr. Clearman to defer to Goldstein & Russell on matters related to Supreme Court 0

2/16/2017 Citron 850 0.50coordinate call and call with co-counsel regarding outreach to Mr. Ho 425

3/13/2017 Citron 850 0.75

Review correspondence from Mr. Clearman to Mr. Ho; apologize to Mr. Ho for Mr. Clearman's misundestanding of Supreme Court extension process 0

4/28/2017 Citron 850 1.50 Initial review of defendants' petition for certiorari 1275

5/2/2017 Citron 850 2.25

Careful review of petition for certiorari with notes for discussion with co-counsel; arrange teleconference with co-counsel to discuss petition process and how to handle potential interference by Mr. Clearman 1912.5

5/2/2017 Citron 850 1.25Review email exchange and call with Mr. Goldstein regarding Mr. Clearman's plan to file immediate waiver of brief in opposition 0

5/3/2017 Citron 850 1.50Prepare for teleconference and teleconference with co-counsel regarding strategy for certiorari 1275

5/9/2017 Citron 850 2.50

Extended exchange of emails and phone calls in successful effort to disuade Mr. Clearman from making any filings at the certiorari stage; emails with Mr. Ho regarding schedule for brief in opposition; discussion with Mr. Goldstein regarding blanket consent; email to co-counsel regarding status 2125

5/10/2017 Citron 850 0.50Correspondence with co-counsel and Mr. Ho regarding extension request on brief in opposition 425

5/11/2017 Citron 850 0.25Further correspondence with Mr. Ho and obtain consent for extension 212.5

5/15/2017 Citron 850 2.75

Draft extension letter seeking additional time for brief in opposition and noting consent of all parties; forward to Mr. Russell for review; small edits to letter; draft email to Chamber of Commerce contact and discussion of case with contact to discourage filing 2337.5

5/16/2017 Citron 850 0.25 Sign and arrange for filing of BIO extension request 212.5

5/21/2017 Citron 850 0.75Review email exchanges with Mr. Clearman and amici regarding consent to file 0

5/22/2017 Citron 850 0.50Review email exchanges with Mr. Clearman and amici regarding consent to file and clarify consent granted 0

5/23/2017 Citron 850 0.75

Further exchanges with Mr. Clearman and amici regarding consent process; discussion with Mr. Goldstein; effort to contact Mr. Clearman to discourage future interference in Supreme Court process 0

5/24/2017 Citron 850 1.50

Prepare for call with Mr. Clearman to discourage further filings, call with Mr. Clearman to discourage further filings and involving long discussion regarding how Mr. Clearman would like to be involved; assign review of FTC materials to Mr. Clearman 0

6/1/2017 Citron 850 2.50

Initial review of three amicus briefs filed by amici for defendants on petition for certiorari; forward copies to co-counsel with email explaining that Chamber of Commerce was successfully disuaded from participating 2125

7/5/2017 Citron 850 2.75 Begin preliminary drafting work on BIO 2337.5

11


7/10/2017 Citron 850 6.50

Careful review of lower court filings and petition for certiorari; notes for preparation of BIO; begin drafting BIO; complete introduction 5525

7/11/2017 Citron 850 7.00

Coordinate with Ms. Runkle regarding assistance assembling pieces for background section; begin research and drafting on response to first question presented; detailed research into cases cited by defendants as part of circuit split 5950

7/12/2017 Citron 850 3.25Complete research and drafting on first part of response to question one 2762.5

7/13/2017 Citron 850 11.50

Additional research and drafting, including complete draft on question presented one and partial draft on question presented two 9775

7/14/2017 Citron 850 7.75

Additional research and drafting; complete first draft of argument sections from Brief in Opposition and circulate to co-counsel for comments 6587.5

7/17/2017 Citron 850 2.00Review edits and comments provided by Mr. Prebeg, general edits and research related to first draft 1700

7/18/2017 Citron 850 0.25 Email exchanges with Mr. Clearman 0

7/21/2017 Citron 850 4.50

Early morning drafting work; discussion with Mr. Goldstein regarding short extension on time to file; draft email to Mr. Ho proposing short extension and negotiation of short extension; email with co-counsel regarding proposal of extension; draft and file BIO extension 3825

7/21/2017 Citron 850 1.00 Call with Mr. Clearman regarding draft 0

7/23/2017 Citron 850 9.25Complete rewrite of proposed background section and additional research and drafting in draft brief in opposition 7862.5

7/23/2017 Citron 850 0.75Emails with Mr. Clearman dissuading him from making any Supreme Court filings 0

7/24/2017 Citron 850 4.00 Early morning drafting work 3400

7/24/2017 Citron 850 7.75

Complete initial draft and circulate to co-counsel; additional work on brief and incorporation of charts and figures; further drafting and polishing, re-circulate improved brief in opposition to team in early evening 6587.5

7/25/2017 Citron 850 3.50

Edits and refinements to BIO; review and incorporate suggestions proposed by Mr. Prebeg; begin researching issue regarding improper extension that did not extend to all parties for addition to brief in opposition 2975

7/26/2017 Citron 850 9.25

Cuts and edits to Brief in Opposition; complete research and draft new section regarding failure to seek proper extension; complete procedural history and add to brief; further cuts to get brief closer to word limit; add all figures and circulate to co-counsel for further edits and help filling in missing record citations 7862.5

7/27/2017 Citron 850 10.00

Early morning polishing and refinements; forward brief to Mr. Russell for review of new section; discuss new section with Mr. Russell and make edits; forward brief to Mr. Singh for stylistic and typographical review; review and incorporate proposed edits and fixed citations from co-counsel; incorporate edits from Mr. Singh; polish and finalize brief in opposition and file brief in opposition; calls with co-counsel 8500

8/14/2017 Citron 850 1.00Review certiorari reply filed by defendants and discuss with Mr. Goldstein 850

9/28/2017 Citron 850 0.50

Review Supreme Court orders list to determine whether S.G.E. petition was granted; draft email to co-counsel explaining that S.G.E. petition was not granted and possible outcomes as a result 425

10/2/2017 Citron 850 0.75Confirm that S.G.E. petition was denied and discuss upshot of denial and timing for next steps with co-counsel 637.5

10/4/2017 Citron 850 0.25 Emails with co-counsel and brief call with Mr. Prebeg 212.5

12


10/9/2017 Citron 850 0.75

Discussion of available next steps in district court with Mr. Prebeg including strategies for dealing with stay and already approved class notice 637.5

10/18/2017 Citron 850 2.75

Emails and calls with co-counsel discussing Fifth Circuit's issuance of mandate and planned procedural motions; discussion of defendants' effort to move for relief under Rule 12c 2337.5

10/19/2017 Citron 850 2.50

Review of 12c motion; call with co-counsel to discuss; call with Mr. Singh to discuss nature of motion and availability to assist; email motion to Mr. Singh and connect Mr. Singh with co-counsel to provide assistance on draft 2125

11/1/2017 Citron 850 0.75Brief review of draft response to 12c motion; email suggestion to counsel to contact chambers regarding extension 637.5

11/8/2017 Citron 850 0.50 Review new draft of 12c opposition; forward to Mr. Singh 425

11/16/2017 Citron 850 0.50Review draft and Mr. Singh's edits and forward to Mr. Prebeg for consideration 425

11/30/2017 Citron 850 0.75Emails with co-counsel and review of relevant district court orders and filings, including order on Rule 12c motion 637.5

12/22/2017 Citron 850 0.50Review emails regarding defendants 1292(b) filing and email to co-counsel with suggestion for opposition 425

12/29/2017 Citron 850 1.00

Review draft of opposition to certification; review emails among co-counsel regarding reactions to draft; provide reactions to draft to co-counsel 850

2/4/2014 Goldstein 1150 0.5 Discuss case with Mr. Citron 575

2/5/2014 Goldstein 1150 3Review Citron draft of 23(f) response, comments, email regarding strategy with Mr. Citron and Mr. Kochanowski 3450

2/6/2014 Goldstein 1150 1.5 Review Citron revised draft and provide comments, sign off on filing 17252/11/2014 Goldstein 1150 0.25 Discuss reply consent with Mr. Citron 287.5

7/22/2014 Goldstein 1150 0.75 Review FTC talking points and provide comments to Mr. Citron 862.58/21/2014 Goldstein 1150 0.25 Review extension motion and sign off on filing 287.5

9/5/2014 Goldstein 1150 0.5 Review amicus letter and provide comments 57510/3/2014 Goldstein 1150 3.5 Review Citron draft brief and discuss comments 4025

10/9/2014 Goldstein 1150 3.5

Detailed review draft brief and sandwich chef decision; discussions with Mr. Citron; further review and discussions of edits based on research into sandwich chef briefing 4025

10/10/2014 Goldstein 1150 1 Final review of brief and sign-off on filing 1150

12/19/2014 Goldstein 1150 0.25Discussion of panel change order and oral argument scheduling with Mr. Citron 287.5

1/13/2015 Goldstein 1150 0.75Review CGC decision and email from Mr. Citron and discuss 28(j) letter 862.5

1/15/2015 Goldstein 1150 0.5review 28(j) letter draft and propose edits and discuss with Mr. Citron 575

1/30/2015 Goldstein 1150 3.75 Prepare for and participate in moot court 4312.5

2/3/2015 Goldstein 1150 0.5Review oral argument draft from Mr. Citron and suggest shortening; brief discussion of ideas 575

2/4/2015 Goldstein 1150 1.25Listen to oral argument; review email from Mr. Citron; discuss reactions 1437.5

2/8/2015 Goldstein 1150 0.75 Review draft letter brief and approve for circulation, brief edits 862.5

2/9/2015 Goldstein 1150 1Review late draft of brief; discuss filing with Mr. Citron and offer suggestions 1150

6/15/2015 Goldstein 1150 0.25 Discussion with Mr. Citron regarding contempt filings 287.5

10/16/2015 Goldstein 1150 1.75Review opinion; discuss next steps with Mr. Citron; call with co-counsel 2012.5

11/20/2015 Goldstein 850 2.5Review petition for rehearing en banc; call with Mr. Citron to discuss reactions and provide suggested edits 2125

12/2/2015 Goldstein 1150 0.5Call with Mr. Citron regarding AARP issue, brief review of AARP filing, and further discussion 575

13


12/23/2015 Goldstein 1150 0.25 Call w/ Mr. Citron to discuss possible reply 287.53/12/2016 Goldstein 1150 0.5 Review order; discussion with Mr. Citron regarding strategy 575

3/16/2016 Goldstein 1150 0.75Briefing from Mr. Citron before phone conference and phone conference with co-counsel 862.5

3/31/2016 Goldstein 1150 0.25 Emails with Mr. Citron regarding FTC and outreach to contacts 287.54/1/2016 Goldstein 1150 0.5 Discussion regarding amici with Mr. Citron 575

4/4/2016 Goldstein 1150 1.25Emails with FTC-related contact; discussion with Mr. Citron; call with contact 1437.5

4/8/2016 Goldstein 1150 0.5discussion of consent strategy with Mr. Citron; brief review of defendants' en banc brief 575

4/13/2016 Goldstein 1150 2.25review materials prepared by Mr. Citron regarding meeting at FTC; discuss meeting with Mr. Citron and meeting at FTC with Mr. Citron 2587.5

4/19/2016 Goldstein 1150 0.5Call with Burke Kepler from FTC regarding decision not to participate; discussion with Mr. Citron 575

4/25/2016 Goldstein 1150 0.75Brief review of IA amicus brief; discussion with Mr. Citron regarding en banc brief and opposing IA request for divided argument 862.5

4/27/2016 Goldstein 1150 0.5 review draft opposition motion; call with Mr. Citron to discuss 575

5/4/2016 Goldstein 1150 3.5

Review Mr. Citron's draft and underlying materials and provide initial comments; call with Mr. Citron to discuss comments and next steps 4025

5/5/2016 Goldstein 1150 1.25Call with Mr. Citron to discuss revisions; emails with Mr. Citron and co-counsel regarding oral argument preparations 1437.5

5/8/2016 Goldstein 1150 2.25 Review brief, discuss reactions and make suggestions 2587.5

5/9/2016 Goldstein 1150 1.75review and comments on final brief; emails with Mr. Citron and co-counsel regarding oral argument forms and submissions 2012.5

5/20/2016 Goldstein 1150 0.5Review 28(j) letter filed by amici and draft response by Mr. Citron and approve for filing 575

5/24/2016 Goldstein 1150 7

Review all materials in preparation for moot court; moot court with Mr. Citron; discussions with Mr. Citron regarding oral argument strategies 8050

5/25/2016 Goldstein 1150 2Attend oral argument and debrief with Mr. Citron and co-counsel after argument 2300

9/30/2016 Goldstein 1150 1.25 Review en banc decision and discuss with Mr. Citron 1437.5

10/28/2016 Goldstein 1150 0.75 Quick review of defendants' petition and discussion with Mr. Citron 862.5

5/2/2017 Goldstein 1150 0.75Emails with Mr. Clearman and Mr. Citron and discussion with Mr. Citron regarding Mr. Clearman's behavior 0

5/9/2017 Goldstein 1150 1.75

Emails with Mr. Citron and Mr. Clearman; teleconference with Mr. Clearman; discussion of blanket consent and other strategic issues with Mr. Citron 2012.5

5/23/2017 Goldstein 1150 0.50Review emails and emails regarding consent for amici; discussion with Mr. Citron 0

8/14/2017 Goldstein 1150 1.00 Review cert reply and discuss with Mr. Citron 1150

4/8/2014 Goldstein 1150 1.25prepare for conference call and conference call with Mr. Kochanowski to discuss merits briefing 1437.5

1/30/2015 Russell 850 4.5 Prepare for and participate in moot court 3825

7/27/2017 Russell 850 0.75Review Section III and discuss reactions and suggestions with Mr. Citron 637.5

1/30/2015 Singh 850 4.5 Prepare for and participate in moot court 38255/19/2016 Singh 850 3 Prepare for moot court 2550

5/20/2016 Singh 850 2.5prepare for moot court and moot court; provide feedback on moot; review draft 28(j) letter 2125

7/27/2017 Singh 850 1.00 Review brief and proposed edits to Mr. Citron 850

14


10/19/2017 Singh 850 2.00

Call with Mr. Citron to discuss 12c motion and assisting in district court motions practice; review motion forwarded by Mr. Citron; initial research 1700

10/8/2017 Singh 850 1.00 Review initial draft of 12c response and case law 85011/16/2017 Singh 850 0.75 Propose edits to Rule 12c opposition draft 637.5

Attorney Rate Hours Billed Hours CostCitron 850 873 855.50 727,175.00$ Goldstein 1150 62 60.75 69,862.50$ Singh 850 14.75 14.75 12,537.50$ Russell 850 5.25 5.25 4,462.50$ All 955.00 955.00 936.25 814,037.50$

Totals

15


EXHIBIT F


Sheraton New Orleans500 Canal StreetNew Orleans, LA 70130United StatesTel: 504-525-2500 Fax: 504-561-0178

Mr. Eric Citron

Washington, DC 20010United States

Page Number : 1 Invoice Nbr : 641423Guest Number : 3880544Folio ID : AArrive Date :Depart Date :No. Of Guest :Room Number :Club Account :

23-MAY-16 20:5725-MAY-16 19:1714221SPG - Gxxxxxxx8377

Tax Invoice

Tax ID :Sheraton New Orleans 25-MAY-16 19:20 TEYOHAMDate Reference Description Charges (USD) Credits (USD)23-MAY-16 RT4221 Room Chrg Package 227.0023-MAY-16 RT4221 City Sales Tax 9.0823-MAY-16 RT4221 State Sales Tax 22.7023-MAY-16 RT4221 Act 410 Assessment CVB 3.9723-MAY-16 RT4221 Occupancy Fee 3.0024-MAY-16 RT4221 Room Chrg Package 227.0024-MAY-16 RT4221 City Sales Tax 9.0824-MAY-16 RT4221 State Sales Tax 22.7024-MAY-16 RT4221 Act 410 Assessment CVB 3.9724-MAY-16 RT4221 Occupancy Fee 3.0025-MAY-16 VM Visa/Mastercard-8214 -531.50

***For Authorization Purpose Only***xxxxxx8214Date Code Authorized23-MAY-16 02296G 681

** Total 531.50 -531.50*** Balance 0.00

Continued on the next page


Sheraton New Orleans500 Canal StreetNew Orleans, LA 70130United StatesTel: 504-525-2500 Fax: 504-561-0178

Mr. Eric Citron

Washington, DC 20010United States

Page Number : 2 Invoice Nbr : 641423Guest Number : 3880544Folio ID : AArrive Date :Depart Date :No. Of Guest :Room Number :Club Account :

23-MAY-16 20:5725-MAY-16 19:1714221SPG - Gxxxxxxx8377

Savor the unexpected with Paired - our menu of expertly matched small plates, premium wines and craft beers. Highlighting imaginative ingredient combinations, Paired delights the palate and invites exploration Visit our lobby bars or learn more at www.sheraton.com/paired

As a Starwood Preferred Guest you have earned at least 1540 Starpoints for this visit Gxxxxxxx8377

ssh eci@h

EXPENSE SUMMARY REPORTCurrency: USD

Date Rm/Tax Food/Bev Telephone Parking Other Total Payment05-23-2016 265.75 0.00 0.00 0.00 0.00 265.75 0.0005-24-2016 265.75 0.00 0.00 0.00 0.00 265.75 0.0005-25-2016 0.00 0.00 0.00 0.00 0.00 0.00 -531.50

---------- ---------- ---------- ---------- ---------- ---------- ----------Total 531.50 0.00 0.00 0.00 0.00 531.50 -531.50

Signature_____________________


From: Delta Air Lines <[email protected]> Date: Tue, May 17, 2016 at 5:28 PM Subject: Your Flight Receipt - ERIC FRANKLIN CITRON 23MAY16 To: @gmail.com>

Hello, ERIC FRANKLIN

SkyMiles ® #*******915 >

Your Trip Confirmation #: GHW3KD

Mon, 23MAY DEPART ARRIVE

DELTA 1550

FIRST (A)

WASHINGTON-REAGAN

5:00pm

ATLANTA

7:00pm

DELTA 2476

FIRST (A)

ATLANTA

7:45pm

NEW ORLEANS, LA

8:18pm

Wed, 25MAY DEPART ARRIVE

DELTA 2077

FIRST (A)

NEW ORLEANS, LA

5:35pm

DETROIT

9:08pm

DELTA 2398

FIRST (A)

DETROIT

9:55pm

WASHINGTON-REAGAN

11:26pm


mailto:[email protected]

http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/smnm



http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/confnum?ITINERARY.1.DL_REC_LOC=GHW3KD&ITINERARY.1.PSNGR_INFO.1.FNAME=ERIC%20FRANKLIN&ITINERARY.1.PSNGR_INFO.1.LNAME=CITRON

http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/managetrip?ITINERARY.1.DL_REC_LOC=GHW3KD&ITINERARY.1.PSNGR_INFO.1.FNAME=ERIC%20FRANKLIN&ITINERARY.1.PSNGR_INFO.1.LNAME=CITRON

RESTRICTED HAZARDOUS ITEMS

To ensure the safety of our customers and employees, Delta no longer accepts hoverboards or

any lithium battery powered self-balancing personal transportation devices on board its

aircraft. These items are prohibited as both carry-on and checked baggage.

Spare batteries for other devices, fuel cells, and e-cigarettes are permitted in carry-on

baggage only. If your carry-on bag contains these items and is gate checked, they must be

removed and carried in the cabin. Further information and specific guidelines regarding

restricted items can be found here.

KNOW BEFORE YOU GO

Due to increased TSA wait times, please arrive at Hartsfield International airport (ATL) 2 hours

before your scheduled departure time for all domestic flights and 3 hours before all international

flights. In an effort to improve the security process at ATL, we will be closing the security

checkpoint at T south from 5/4/2016-5/24/2016 to allow for construction and apologize for this

temporary inconvenience.

Passenger Info

NAME

ERIC FRANKLIN CITRON

SkyMiles #*******915

FLIGHT SEAT

DELTA 1550 03A

DELTA 2476 03A

DELTA 2077 03A

DELTA 2398 03A

Visit delta.com or use the Fly Delta app to view, select or change your seat. If you purchased a Trip Extra, please visit My Trips to access a receipt of your purchase.

Flight Receipt


http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/hoverbrd

http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/dldotcom

http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/dlapp

http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/ticketno?ITINERARY.1.DL_REC_LOC=GHW3KD&ITINERARY.1.PSNGR_INFO.1.FNAME=ERIC%20FRANKLIN&ITINERARY.1.PSNGR_INFO.1.LNAME=CITRON

Ticket #: 0062345852034

Place of Issue: Delta.com

Ticket Issue Date: 17MAY16

Ticket Expiration Date: 17MAY17

METHOD OF PAYMENT

VI************8214 $686.20 USD

CHARGES

Air Transportation Charges

Base Fare $596.28 USD

Taxes, Fees and Charges

United States - Flight Segment Tax (ZP) $16.00 USD

United States - September 11th Security Fee(Passenger

Civil Aviation Security Service Fee) (AY)

$11.20 USD

United States - Passenger Facility Charge (XF) $18.00 USD

United States - Transportation Tax (US) $44.72 USD

TICKET AMOUNT $686.20 USD

This ticket is non-refundable unless the original ticket was issued at a fully refundable fare. Some fares may not allow changes. If allowed, any change to your itinerary may require payment of a change fee and increased fare. Failure to appear for any flight without notice to Delta will result in cancellation of your remaining reservation. Note: When using certain vouchers to purchase tickets, remaining credits may not be refunded. Additional charges and/or credits may apply. Fare Details: WAS DL X/ATL DL MSY305.12QA0QA0MD/WNUPH DL X/DTT DL WAS251.16LA7QA0MD/WNUPH 1S20.00 1S20.00USD596.28END ZP DCAATLMSYDTW XF DCA4.5ATL4.5MSY4.5DTW4.5


http://e.delta.com/a/hBXNIbNB8LP6IB89PgrNtfHta.B8LP6ICc/ticketno?ITINERARY.1.DL_REC_LOC=GHW3KD&ITINERARY.1.PSNGR_INFO.1.FNAME=ERIC%20FRANKLIN&ITINERARY.1.PSNGR_INFO.1.LNAME=CITRON

Checked Bag Allowance

The fees below are based on your original ticket purchase. If you qualify for free or

discounted checked baggage, this will be taken into account when you check in.

Mon 23 May 2016 DELTA: DCA ATL

CARRY ON

FREE

FIRST

FREE

SECOND

FREE

Mon 23 May 2016 DELTA: ATL MSY

CARRY ON

INCLUDED

FIRST

INCLUDED

SECOND

INCLUDED

Visit delta.com for details on baggage embargos that may apply to your itinerary.

Wed 25 May 2016 DELTA: MSY DTW

CARRY ON

FREE

FIRST

FREE

SECOND

FREE

Wed 25 May 2016 DELTA: DTW DCA

CARRY ON FIRST SECOND


http://delta.com/

http://www.delta.com/content/www/en_US/traveling-with-us/baggage/before-your-trip/excess.html#embargo

INCLUDED

INCLUDED

INCLUDED

Visit delta.com for details on baggage embargos that may apply to your itinerary.

---------- Forwarded message --------- From: Southwest Airlines <[email protected]> Date: Tue, Aug 28, 2018 at 11:01 AM Subject: Flight reservation (F7QUCU) | 02FEB15 | DCA-MSY | Citron/Eric F To: @gmail.com>

Thanks for choosing Southwest® for your trip.

Log in | View my itinerary

Check In Online

Check Flight Status

Change Flight

Special Offers

Hotel Offers

Car Offers

Ready for takeoff!

Thanks for choosing Southwest® for your trip. You'll find everything you need to know

about your reservation below. Happy travels!

Air itinerary AIR Confirmation: F7QUCU Confirmation Date: 01/26/2015

Passenger(s) Rapid Rewards # Ticket # Expiration


http://delta.com/

http://www.delta.com/content/www/en_US/traveling-with-us/baggage/before-your-trip/excess.html#embargo


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTADTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNStbUdpcFKt94rnWpzZ-O5Uuj7nYaMzGL16NolCTzEVyhMdanBDxrc102-ObJHphUPgJp9afQb.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBCRT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrGPsmTnisELyMnvAQR7pIpaPypa7q_gPMOEGN5lNv5oaDaoZYMBxeR3wIDXRtsPMM4uDBLeQkRaT_hbzC_m9wy_MLXvAogSQcvjPfXPCbFMt5EcwE3yaA-U_PDvHoR-6vlFK0f533q9dwKNHSvpcenEWFFCO3pZb3BSngiug9lzf3X7paViyaOckHDbTrNaYVpxYHtTHyBFzGR6l0o7XXM3RlM3F9RWQOhneIsEj6TIo0GyYPAvRtb7wQjTaTMm5AieHOyuDKDvhm1fIvX5.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBCAT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNSte2JVFhwB-zKsAOiS1NCFPmqHnB-wc71i73les67HYb2fOgluKzTiW1Nmc2IFkgxFGJvq0ri9FuCVJUBzTUQoQ9ZNNiydLrsHqIMs2csBX0ckvdbm5h8RgYryO0f7av69oOqLcJh00x3O-4AcszJT5lKzPF8W42fz9L14M6Xk1GR2PPCyyXOgvzvQtFOmo3SfRMlDWDhS8RwQLF84DzqstQFqfyHJCiJR9stpZyWES0uot5fNbtBM_yXcFB4h0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBDTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNStbUdpcFKt94rnWpzZ-O5Uuj7nYaMzGL16NolCTzEVyhMdanBDxrc102-ObJHphUPgJp9afQb.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTCRTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrE66WKgNAb2-AJ9rdPsdRji3E5Px5ivTSOW6fZ3CgO7_yHfsBWEdWGG5cQfFr-_MM3PqD1WL6IFd-tFLbPbkNA6XnSIcbDfqZeAXfPs-4sXMUhj0qlEhQ_0OhAR8ZZqtycgGlyce6IZ-kAT7Q1hKlpO7V9r3Zt35gwpYFZea73jDVruXm84CYkNoi2BDPT_U3Cbg2HF9C9_yXCxC-6O_8xQh6ITfXu-P79Y0K9wg5zAFfNu_TgZcoc55Ww6wTGLov9z2_svZPMQw_UygJCB8irxvzs.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTADAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBACT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrFogOSrFpaNQ0Hkv2s7ilmdfRE6kPhjg35M0gbOa_pQuGXMXPaMOG_qWYVZnJZSQV7niLghXzA4skquxFd5rKE12W5y5HJ4eWMuo8W3WqmBknUJmZXQKxyXGtUMKiyd2oVkTEtnGvR4yjmIhn9vYNr73ZXQ8Z_FP8Hu_JeyU0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBAAT&_ei_=EihQIZ8UVq_Sp0YqBTUkA2nrDTkwNIh-zbGM4jA5a5qb5tLBZmvfC26_phM__-3ChTAOFRDPruv6WWS3ByHW8u9bUFFViTOCmLm25nImseewxkx-C5i5tBLbzORue_Uvu_16ffqTvazbNXuwZi8JKUd1MeO5FyK12CThpchRgElSVH_dc7xZWuRDXKZVggngNZxTsMj7DlYNnlntQeAgPn39sKHgd_0TSXTD7RGPNrEsDLUQAs7HERdOQz83rs_KLI14Nu7IotSTvqVr0SZhNAtcfRTtwV_rlX65qgezge9cXVF19Ty8Ydsc5E7CzKb28U1QpPGD8I269u_HZw.

http://www.southwest.com/

http://ox-d.southwest.com/e/1.0/rc?cs=32381

CITRON/ERIC F Join or Add # Jan 26, 2016

Rapid Rewards points earned are only estimates. Not a member - visit Southwest.com/rapidrewards and sign up

today!

Date Flight Departure/Arrival Mon Feb 2 2773 Depart WASHINGTON (REAGAN NATIONAL), DC (DCA) at 09:00

AM

Arrive in NEW ORLEANS, LA (MSY) at 11:05 AM

Travel Time 3 hrs 5 mins

Date Flight Departure/Arrival Tue Feb 3 4295 Depart NEW ORLEANS, LA (MSY) at 7:35 PM

Arrive in WASHINGTON (REAGAN NATIONAL), DC (DCA)

at 10:55 PM

Travel Time 2 hrs 20 mins

Check in for your flight(s): 24 hours before your trip on Southwest.com

or your mobile device to secure your boarding position. You'll be

assigned a boarding position based on your check-in time. The earlier

you check in within 24 hours of your flight, the earlier you get to board.

Bags fly free®: First and second checked bags. Weight and size limits

apply. One small bag and one personal item are permitted as carryon

items, free of charge.

30 minutes before departure: We encourage you to arrive in the gate

area no later than 30 minutes prior to your flight's scheduled departure as

we may begin boarding as early as 30 minutes before your flight.

10 minutes before departure: You must obtain your boarding pass(es)

and be in the gate area for boarding at least 10 minutes prior to your

flight's scheduled departure time. If not, Southwest may cancel your

reserved space and you will not be eligible for denied boarding

compensation.


https://www.southwest.com/account/enroll/enroll-member?f=zEMLAIRCAC1307PNRzz

https://www.southwest.com/flight/addRRNumPnrEntry.html?confirmationNumber=F7QUCU&firstName=ERIC%20F&lastName=CITRON

http://southwest.com/rapidrewards

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBCAT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNSte2JVFhwB-zKsAOiS1NCFPmqHnB-wc71i73les67HYb2fOgluKzTiW1Nmc2IFkgxFGJvq0ri9FuCVJUBzTUQoQ9ZNNiydLrsHqIMs2csBX0ckvdbm5h8RgYryO0f7av69oOqLcJh00x3O-4AcszJT5lKzPF8W42fz9L14M6Xk1GR2PPCyyXOgvzvQtFOmo3SfRMlDWDhS8RwQLF84DzqstQFqfyHJCiJR9stpZyWES0uot5fNbtBM_yXcFB4h0.

https://www.southwest.com/html/customer-service/baggage/checked-bags-pol.html

https://www.southwest.com/html/customer-service/baggage/checked-bags-pol.html

https://www.southwest.com/html/customer-service/baggage/carryon-bags-pol.html

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBBWT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrFaCJNw5vnbvfFSQhEWpTqV1mR8V8bkUrVpewJylqIMEXUaSzs2o06Pbqq_t17IxmK9iRRAyxq7qrNyjRtWEYLv1ztEaTnx_KaCpq8kqnaTRIz3MbufxzyV41q7MJjX4DYhMbpGV9EIc7z5XvrZJXY6dxvbwT9YR9kUZdRtMccpEyJ41851CbZ5bTCnYt5uBaI9a-lZBL34LRGbi3ysZbGv3gWiws8tfbWPNx0OdrCdwoPbDGlxL3KyHWum4MfymSNz_gDxDNA-h0kw2PeUNxObWrkytMvDtmhPg7U8Xiq4Wlv3zxe29xgcKC5bOlUSz2jJlw.


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBBAT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNStbUdpcFKt94rnWpzZ-O5Uuj7nYaMzGL16NolCTzEVyhMRAAE_gKSwkVTcF8-0GYShigfbntec2tEqkOTp5BV5x7il8EGkbYDFA3F.

If you do not plan to travel on your flight: In accordance with

Southwest's No Show Policy, you must notify Southwest at least 10

minutes prior to your flight's scheduled departure if you do not plan to

travel on the flight. If not, Southwest will cancel your reservation and all

funds will be forfeited.

Need to make a change? Keep your confirmation number on record. It

will be used to retrieve your reservation and apply funds to future travel.

Air Cost: 616.20 Fare Rule(s): Valid only on Southwest Airlines. All travel involving funds from this Confirmation Number must be completed by the expiration date. Unused travel funds may only be applied toward the purchase of future travel for the individual named on the ticket. Any changes to this itinerary may result in a fare increase. QLN7PNR QLN7PNR

Learn about our boarding process

Learn about inflight WiFi & entertainment

Cost and Payment Summary

AIR - F7QUCU Base Fare $ 546.98

Excise Taxes $ 41.02

Segment Fee $ 8.00

Passenger Facility Charge $ 9.00

September 11th Security Fee $ 11.20

Total Air Cost $ 616.20

Payment Information

Payment Type: Visa XXXXXXXXXXXX5583

Date: Jan 26, 2015

Payment Amount: $616.20


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBTTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTCTTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNSt4z_7K1XvGxFc-qdoOfHbSRH5VJTy2JT8ovrVSrk4OaW65NSI45PYKT4xDaID_79f8scCTSX.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTCTTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNSt4z_7K1XvGxFc-qdoOfHbSRH5VJTy2JT8ovrVSrk4OaW65NSI45PYKT4xDaID_79f8scCTSX.


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTCTTT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNStbUdpcFKt94rnWpzZ-O5Uuj7nYaMzGL16NolCTzEVyhMdanBDxrc102-ObJHphUPgJp9afQb.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBBCT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrHg5RERYd4MPqTNTQ6DkOJRH_ry_dH6ZMZo8iLECuNStbUdpcFKt94rnWpzZ-O5Uuj7nYaMzGL16NolCTzEVyhMRAAE_gKSwkVTcF8-0GYShigfbntec2tEqkOTp5BV5x7il8EGkbYDFA3F.

Useful Tools Check In Online

Early Bird Check-In

View/Share Itinerary

Change Air Reservation

Cancel Air Reservation

Check Flight Status

Flight Status Notification

Book a Car

Book a Hotel

Know Before You Go In the Airport

Baggage Policies

Suggested Airport Arrival Times

Security Procedures

Customers of Size

In the Air

Purchasing and Refunds

Special Travel Needs Traveling with Children

Traveling with Pets

Unaccompanied Minors

Baby on Board

Customers with Disabilities

Legal Policies & Helpful Information

Privacy Policy

Notice of Incorporated Terms

Customer Service Commitment

FAQs

Contact Us

Book Air | Book Hotel | Book Car | Book Vacation Packages | See Special Offers | Manage My Account

This is a post-only mailing from Southwest Airlines. Please do not attempt to respond to this message. Your

privacy is important to us, Please read our Privacy Policy.

1 All travel involving funds from this Confirmation Number must be completed by the expiration date. 2 Security Fee is the government-imposed September 11th Security Fee.

Prohibition on Multiple/Conflicting Reservations. To promote seat availability for our Customers, Southwest

prohibits multiple reservations for the same Passenger departing from the same city on the same date, or any

multiple reservations containing conflicting or overlapping itineraries (such as departures for the same Customer

from multiple cities at the same time). Furthermore, without advance notice to the Passenger or purchaser,

Southwest may cancel such reservations, or any other reservations that it believes, in its sole discretion, were


http://www.southwest.com/flight/retrieveCheckinDoc.html

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBATT&_ei_=EsRHqo9vHww7ZzVJIccNAdIlnO-8k_COt7QqFp9KSo1vSUyCPxJg4fcOJNUT0BSPxq8_PtnyFbCWld9RjzA2-0GKBxQkattqA7P9feWMjod2tdMj6mvgCdgHCXwN02oXRHGDXbzhA7pxm1mtCM.

https://www.southwest.com/flight/lookup-air-reservation.html

http://www.southwest.com/flight/change-air-reservation.html

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBTAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

http://www.southwest.com/air/flight-status

http://www.southwest.com/air/flight-notification


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBACT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrFogOSrFpaNQ0Hkv2s7ilmdfRE6kPhjg35M0gbOa_pQuwdDyDn5c6gb0UvoA5u4W4c4JHR_gdmMjj2xPL6H5DQpfdQor8FFYw8i089hXRr2vYK_XsU61wnXoYfq_f8H6Tc4HEfr7ZdLwPxcS6Us5KfBXYl7GJtyqN81XN0bAVu62M.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBTCT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBURT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBUTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBUWT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBUAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBUCT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBWRT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBWTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBWWT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBWAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBWCT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYRT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYWT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYCT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBART&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBBRT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBACT&_ei_=Ekg7Qdk3XJI99jXrcfyMlrFogOSrFpaNQ0Hkv2s7ilmdfRE6kPhjg35M0gbOa_pQuwdDyDn5c6gb0UvoA5u4W4c4JHR_gdmMjj2xPL6H5DQpfdQor8FFYw8i089hXRr2vYK_XsU61wnXoYfq_f8H6Tc4HEfr7ZdLwPxcS6Us5KfBXYl7GJtyqN81XN0bAVu62M.


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBBTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTADAT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBRTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYTT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

made without intent to travel. With the exception of Southwest gift cards, funds from proactively cancelled

reservations by Southwest will be returned to the original form of payment. Reservations paid for with a

Southwest gift card will have the amount applied from the gift card held as travel funds for use by the Customer

on a future Southwest Airlines flight.

See Southwest Airlines Co. Notice of Incorporation

See Southwest Airlines Limit of Liability

Southwest Airlines

P.O. Box 36647-1CR

Dallas, TX 75235

Contact Us

Copyright 2018 Southwest Airlines Co. All Rights Reserved.

Add [email protected] to your address book. See instructions.

Wednesday, May 18, 2016

Thank you for choosing United

We are processing your reservation and will send you an eTicket Itinerary and Receipt email

once completed. This process usually takes less than an hour; however, in rare cases it could

take longer.


https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBYWT&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.

http://www.southwest.com/html/about-southwest/terms-and-conditions

https://luv.southwest.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGtfFzawo6Iibzfs1tf1gC5ezaw0KSfyvDmzb7jGBCmUzgfcec99Pt5YgaE1bVXtpKX%3DSSTBART&_ei_=EolaGGF4SNMvxFF7KucKuWO7WWcxJSX6GAQ7pOcGuHUolkXxwMqsixkwo3uNPHUx8hnoMuDUvoS13iAMcSZ5RroOHM5uzcdPvx9kkKWbP0.


http://www.united.com/safelist

/ual/

Confirmation number:

E7BCLX

Washington, DC, US (IAD - Dulles) to New Orleans, LA, US (MSY)

Manage reservation

Trip summary

Tue, May 24, 2016

UA 6069 Operated By MESA AIRLINES DBA UNITED EXPRESS

Nonstop

8:35 am Washington, DC, US (IAD - Dulles)

10:22 am New Orleans, LA, US (MSY)

Duration: 2h 47m United First (F)

Breakfast

Wed, May 25, 2016

UA 6069 Operated By MESA AIRLINES DBA UNITED EXPRESS

Nonstop

12:30 pm New Orleans, LA, US (MSY)

3:56 pm Washington, DC, US (IAD - Dulles)

Duration: 2h 26m United First (A)

Lunch

Manage reservation


https://www.united.com/web/en-US/apps/reservation/main.aspx?TY=F&AC=VI&CN=gDEpLQKNCGQ%3D&FLN=n3ntw86Rhu%2BGmRlYcVUyHw%3D%3D



Travelers

Thomas Goldstein IAD to MSY 1C

MSY to IAD 1A

Known

Traveler/Pass ID:

Frequent flyer: UA-*****442

Email address: [email protected]

Economy Plus Secure more legroom for your flight today.

Learn More

Hotels Enjoy the best rate guarantee with United Hotels on your upcoming trip.

Search Hotels

Additional trip planning tools

• Baggage Policies: View current baggage acceptance allowances.



http://united.com/CMS/en-US/products/travelproducts/Pages/EconomyPlus.aspx?v_ctrk=CONFEM3$0-1981-6581-1-4691

http://www.united.com/web/en-US/apps/booking/hotel/search.aspx?v_ctrk=CONFEM2$0-1977-6582-1-4692

https://www.united.com/web/en-US/content/travel/baggage/default.aspx

https://www.united.com/CMS/en-US/products/travelproducts/car/pages/hertzoffer.aspx?v_ctrk=CONFEM1$0-1974-9411-1-7483&int_source=loyalty&int_medium=uacom&int_campaign=2016hertz&partner_category=cars&partner_name=hertz&asset_type=tile&asset_position=fcnftop1&launch_date=2016-01-12

http://united.com/CMS/en-US/products/travelproducts/Pages/EconomyPlus.aspx?v_ctrk=CONFEM3$0-1981-6581-1-4691

http://www.united.com/web/en-US/apps/booking/hotel/search.aspx?v_ctrk=CONFEM2$0-1977-6582-1-4692

• Passport and Visa Information: International Travel Documentation requirements

Carry-on baggage allowed

United accepts the following items, per customer to be carried on the aircraft at no charge:

• One carry-on bag no more than 45 linear inches or 114 linear centimeters

• One personal item (such as a shoulder or laptop bag)

Due to FAA regulations, operating carriers may have different carry-on requirements. Please check with

the operating carrier for more information or go to united.com/baggage.

Checking bags for this itinerary

Checked baggage service charges are collected at any point in the itinerary where bags are checked. The

bag service charges below reflect a maximum outside linear dimension of 62 linear inches (157 cm).

First and second baggage service charges per traveler as listed below:

1st bag 2nd bag Weight per bag

Tue, May 24, 2016 Washington, DC, US (IAD - Dulles) to New Orleans, LA, US (MSY)

$0 per traveler $0 per

traveler 70 lbs (32 kgs)

Wed, May 25, 2016 New Orleans, LA, US (MSY) to Washington, DC, US (IAD - Dulles)

$0 per traveler $0 per

traveler 70 lbs (32 kgs)

Baggage check-in must occur with United or United Express, and you must have valid MileagePlus

Premier® Gold membership at time of check-in to qualify for waiver of service charges for up to three

checked bags (within specified size and weight limits).

These amounts represent an estimate of the first and second checked baggage service charges that may

apply to your itinerary. If your itinerary contains multiple travelers, the service charges may vary by

traveler, depending on status or memberships.


https://www.united.com/web/en-US/content/travel/destination/international/passport.aspx


First and second bag service charges do not apply to active-duty members of the U.S. military and their

accompanying dependents. For additional information regarding baggage charges, allowances,

weight/size restrictions, exceptions or embargoes, or charges for overweight, oversized, excess, odd-sized

baggage, special items or sporting equipment, visit united.com/baggage.

Purchase summary

1 adult (18-64) $969.30 Taxes and fees $100.90 Total $1,070.20 Credit card payment: $1,070.20 (Visa-**9811)

united.com

Deals & offers

Reservations

Earn miles

My account

STAY CONNECTED

Copyright © 2016 United Airlines, Inc.All Rights Reserved

View our Privacy Policy.

E-mail Information Please do not reply to this message using the "reply" address. The information contained in this e-mail is intended for the original recipient only.

United MileagePlus 900 Grand Plaza Dr. Houston, TX 77067 USA

Windsor Court Hotel New Orleans, LA United States

• USD US Dollars



https://www.united.com/web/en-US/Default.aspx

https://www.united.com/web/en-US/content/deals/default.aspx

https://www.united.com/web/en-US/content/reservations/default.aspx

https://www.united.com/web/en-US/content/mileageplus/earn/default.aspx

https://www.united.com/web/en-US/apps/account/account.aspx

https://www.united.com/web/en-US/content/privacy.aspx

https://www.united.com/web/en-US/content/travel/wireless/default.aspx

https://hub.united.com/

https://www.united.com/web/en-US/apps/vendors/out.aspx?i=facebook

https://www.united.com/web/en-US/apps/vendors/out.aspx?i=twitter

https://www.united.com/web/en-US/apps/vendors/out.aspx?i=youtube

https://www.united.com/web/en-US/apps/vendors/out.aspx?i=instagram

https://www.united.com/web/en-US/apps/vendors/out.aspx?i=linkedin

https://www.united.com/web/en-US/content/company/alliance/star.aspx

• English - US

• Select Dates • Rooms & Rates • Select Packages • Checkout • Confirmation

Confirmation

RESERVATION DETAILS (Confirmation Number: CI1U385P)

ConfirmedBased on the cancel policy for this booking no modifications can be made at this time. Please contact the hotel directly for any changes.

Add to Calendar

•

Windsor Court Hotel 300 Gravier Street New Orleans, LA 70130United States 1-504-5236000

[email protected]

Arrival Tuesday, May 24, 2016 Departure Wednesday, May 25, 2016 Rooms 1 | Guests 1

Room Charges USD 575.00 Tax USD 92.56


http://reservations.synxis.com/cc/reservation/GetReservationAppointment.ashx?confirmNo=CI1U385P&_ga=1.216355990.1670331282.1464023987


Total USD 667.56 Daily Price Breakdown Payment Information Payment Type VISA XXXXXXXXXXXX1163, Expiration Date **** Thomas Goldstein

Guest Information Thomas Goldstein

[email protected]

202-362-0636Goldstein & Russell PC7475 Wisconsin AveSuite 850 Bethesda, Maryland 20814 United StatesRoom TypeClub Premium Suite - 800 SqFtBooked Rate

Leisure Rate

Purpose of Visit Business

Booking Policies

Cancellations: Cancel 72 Hours Prior to 4PM day of arrival to avoid 1NIght and Tax penalty. Early departure fee will apply. Bookings: Credit Card Guarantee Required for All Reservations. Please specify that you have read and understand the Privacy Policy:

Create new reservation



https://gc.synxis.com/rez.aspx?tps=fml&arrive=05%2f24%2f2016&nights=1&adult=1&start=111&hotel=55810&shell=fMSYWC&chain=10237&template=fMSYWC&avcurrency=USD&_ga=1.144666677.1670331282.1464023987#V114_C0_rd_RDR_ctl00_RoomHelpDiv

https://gc.synxis.com/rez.aspx?tps=fml&arrive=05%2f24%2f2016&nights=1&adult=1&start=111&hotel=55810&shell=fMSYWC&chain=10237&template=fMSYWC&avcurrency=USD&_ga=1.144666677.1670331282.1464023987#V114_C0_rd_RDR_ctl00_DayItemsRepeater_ctl00_RateHelpDiv

jon

Highlight

WILSON-EPES PRINTING =====C0.11'-.C=====

Goldstein & Russell P.C.

7475 Wisconsin Ave. Suite 850 Bethesda, MD 20814

Attn: Eric Citron

Quantity Description

50 C/R BIO (SGE Mgmt v. Juan Ramon Torres), #16-1309

1 Courtesy Discount

775 H Street, NE

Washington, DC 20002

Tel: (202) 789-0096

[email protected]

www.wilsonepes.com

Invoice Invoice No: 00028844

Invoice Date: 07/27/2017

Order No:

Account No: GOLDSTEI

Sub Total

$1,475.45

-$225.45

TERMS: Due Upon Receipt Sub Total: $1,250.0()

Checks are made payable to Wilson-Epes Printing Co., Inc. Tax: Please contact [email protected] for any questions or additional payment .. ; , options. · Amount Due:- ·.~

fli (/}


EXHIBIT G



LexisNexis® 4 of S DOCUMENTS

Copyright 2015 ALM Media Properties, LLC

All Rights Reserved

Further duplication without pennission is prohibited

THE NATIONAL

lAWJOURNAL The National Law Journal

January S, 2015 Monday

SECTION: NU'S BILLING SURVEY; Pg. 7 Vol. 37 No. 19

LENGTH: 540 words

HEADLINE: Billing Rates at the Nation's Priciest Law Firms;

Here are the 50 firms that charged the highest average hourly rates for partners.

BODY:

Here are the 50 firms that charged the highest average hourly rates for partners.

BIiiing Rates at the Nation's Priciest Law Fi.-ms

RA FIRM NAME LAROE NUM- PART- ASSO-

NK STU.S. BEROF NER ClATE

OFFICE ATTOR- HOURLY HOURLY

NEYS RATES RATES

AVER- HIGH LO AGE w

Debevoise & Plimpton New 595 $1,055 $1,075 $95

Yoric 5

2 Paul, Weiss, Rifkind, New 854 $1,040 $1,120 $76

Wharton & Garrison York 0

AVER-AGE

$490

$678

Page I

HIGH LO w

S760 $12 0

$735 $59 5



Page2

Billing Rates at the Nation's Priciest Law Finns; Here are the 50 firms that charged the highest average hourly rates for

partners. The National Law Journal Ju.nuary 5, 2015 Monday

3 Skadden, Arps, Slate, New 1,664 $1,035 $1,150 $84 $620 $845 $34

Meagher & Flom York 5 0

4 Fried, Frank, Harris, New 450 $1,000 $1,100 $93 $595 $760 $37

Shriver & Jacobson York 0 5

5 Latham & Watkins New 2,060 $990 $1,110 $89 $605 $725 $46

York 5 5

6 Gibson, Dunn & New 1,154_ $980 $1,800 $76 $590 $930 $17

Crutcher York 5 5

7 Davis Polk & Ward- New 8IO $975 $985 $85 1$615 $975 Sl3

well York 0 0

8 Stroock & Stroock & New 285 $960 $1,125 $67 $549 $840 $35

Lavan York 5 0

9 Willkie, Farr & Galla- New 526 $950 $1,050 $79 $580 $790 $35

gher York 0 0

10 Weil, Gotshal & New 1,157 $930 $1,075 $62 $600 $790 $30

Manges York 5 0

11 Cadwalader, Wicker- New 437 $930 $1,050 $80 $605 $750 $39

sham& Taft York 0 5

12 Knuner Levin Naftalis New 313 $921 $1,100 $74 $675 $815 $51

&Frankel York 5 5

13 Quinn Emanuel Ur- New 673 $915 $1,075 $81 $410 $675 $32

quhart & Sullivan York 0 0

14 Wilmer Cutler Picker- Wash- 988 $905 $1,250 $73 $290 $695 $75

ing Hale and Dorr ington 5

15 Decherl New 845 $900 $1,095 $67 $530 $735 $39

York 0 5

16 Andrews Kurth Houston 337 $890 $1,090 $74 $670 $1,090 $26

5 5

17 Hughes Hubbard & New 351 $890 $995 $72 $555 $675 $36

Reed York 5 5

18 lrell & Manella Los 166 $890 $975 $80 $535 $750 $39

Angeles 0 5

19 Proskaucr Rose New 712 $880 $950 $72 $465 $675 $29

York 5 5

20 White &Case New 1,895 $875 $1,050 $70 $525 $1,050 $22

York 0 0

21 Morrison & Foerster San 1,020 $865 $1,195 $59 $525 $725 $23

Fran- 5 0

cisco

22 Pillsbury Winthrop Wash- 591 $865 $1,070 $6] $520 $860 $37

Shaw Pittman ington 5 5

23 Kaye Scholer New 392 $860 $1,250 $72 S597 $79S $37

York 5 0



Page3


partners. The National Law Journal January 5, 20 15 Monday

24 Brown Rudnick Boston 187 $856 $1,045 $65 n/a n/a n/a

0

25 Orrick Herrington & New 954 $845 $1,095 $71 $560 $375 $71

Sutcliffe York 5 0

26 Kasowitz, Benson, New 372 $835 $1,195 $60 $340 $625 $20

Torres & Friedman York 0 0

27 Hogan Lovells Wash- 2,313 $835 $1,000 $70 n/a n/a n/a

ington 5

28 Kirkland & Ellis Chicago 1,554 $825 $995 $59 $540 $715 $23

0 5

29 Cooley Palo 673 $820 $990 $66 $515 $640 $33

Alto 0 5

30 Arnold & Porter Wash- 720 $815 $950 $67 $500 $610 $34

ington 0 5

31 Paul Hastings New 889 $815 $900 $75 $540 $755 $33

York 0 5

32 Winston & Strawn Chicago 822 $800 $995 $65 $520 $590 $42

0 5

33 Curtis, Mallet-Prevost, New 323 $800 $860 $73 $480 $785 $34

Colt& Mosle York 0 5

34 Bingham McCutchen Boston 795 $795 $1,080 $22 $450 $605 $18

0 5

35 Akin Gump Strauss Wash- 809 $785 $1,220 $61 $525 $660 $36

Hauer& Feld ington 5 5

36 Covington & Burling Wash- 760 $780 $890 $60 $415 $565 $32

ington 5 0

37 King & Spalding Atlante 874 $775 $995 $54 $460 $735 $12

5 5

38 Norton Rose Fulbright New 3,537 $775 $900 $52 $400 $515 $30

York 5 0

39 DLA Piper New 3,962 $765 $1,025 $45 $510 $750 $25

York 0 0

40 Lowenstein Sandler Rose- 261 $765 $990 $60 $450 $650 $30

land, 0 0

N.J.

41 Greenberg Traurig New 1,690 $763 $955 $53 $470 $570 $32

York s 5

42 Bracewell & Giuliani Houston 441 $760 Sl,125 $57 $440 $700 $27

5 5

43 Baker & McKenzie Chicago 4,087 $755 $1,130 $26 $395 $925 $10

0 0

44 Dickstein Shapiro Wash- 254 $750 $1,250 $59 $475 $585 $31

ington 0 0



Page4


partners. The National Law Journal January 5, 20 IS Monday

46 Jones Day New 2,464 S745 S975 $44 $435 S775 $20

York 5 s

45 JeMer & Block Chicago 434 $745 $925 $56 $465 $550 $38

5 0

47 Manatt, Phelps & Los 329 $740 $795 $64 nla n/a nla

Phillips Angeles 0

48 Reed Smith Pitts- 1,555 $737 $890 $60 $420 $530 $29

burgh 5 5

49 Seward & Kissel New 143 $735 $850 $62 $400 $600 $29

York s 0

50 O'Melveny & Myers Los 721 $715 $950 $61 nla u/a n/a

Anples 5

LOAD-DATE: January 5, 2015


EXHIBIT H


�� !�"��#�� "��$$��!!!%�&!'($%)�*+��,�-�.��(/(�01'�0�$$��2&3-�.��(/(�01'�0�(��)4��*��56)�7�&!'($%)�*89:�;9<=>?<@A�BCD<EF�G9=?@�H??I�JEKLMK>NOP�QR��S�T&!'($�U2�V�4&�P�W0��W$�1��W-$W�XY�Z�[\�]]�[��̂%�%��_&��)��&!�!6̀��a��&̀�6,)��&��6,�a&��,��V6��6,_��&��&��P�&��̀�VP�&�̀�*6,&,��1a��)�,��6#��6,��*�̀6&,��&��&*�,_��$��&�_��&!��6�*��&))��̀6,_��&��a��4��[4��̀&P%��6��&�_��&!��6�*��&̀��*��V6__��6,)��&��6�*��6,�,�&��P��5��P��6b��)&��_��P��_6��̀�*��4V��&,�6&��&��V4*a��6,�W$�0��&,��P�̀6̀��P�&��V��&))��̀6,_��T�36�� 36��c�4,��T6,#d��W$�1�Z,��a�6��T�_&��Y&,&_�*�,��a��%�X̀ 6̀�6�,&��P��a&��,��V6��6,_�6,��6_��*&e��)6�6��6,)�4̀6,_� �!�"��#��T��X,_��&,̀��&��!�̀��&��_��!��'%��a��)�,��*��&��P�&��)�*a&��̀��e4��)6�6��6,�W$�(%��fg&��&�!&P��6,)��&��h��&6̀�i�6��6,&��&�#4,&��̀6��)��&��_6)�)�,�4��6,_�&��T�36� �36�d�c�4,��T6,#%�hj,��65��P�&��!�d5��V��,�̀�6,_��&,&�P�6��!��&�!&P��&,�6,)��&��%�O4��,��*&��!�j��6)�̀�6��!��j�!&��#6,_�&��6b��6�*��)6�6��Pa��!��#��6,)��&��!��6_��6��P�&�%h��

�[��a��6��V&��̀��,�̀&�&��*��5��k'$�V6��6�,�6,��_&��a�,̀6,_��&�*��5�,�*6��6�,�6,5�6)��&,̀�&aa��36*&��P��%0�*6��6�,�*&��a��)��̀��4_��c�4,��T6,#�a�&��*%��[��&�_��$��&!��6�*��4�5�P�̀��a��!�6)��6,)�4̀��!6��*��&,�0�$��&!P��V�&��̀�!�6_��̀]&5��&_��V6��&V��a&��,��&��k�0'�a��4��*�̀6&,�*&��%�[�&�d��/��a��)�,��6_��&,��,�3��6��&!��6�*��!6��V��!��,��$��&,̀�0�$��&!P��!�6)�)�&�_�̀�&,�&5��&_��&��k'��%�j,�W$�(��_&a�!&��'/�a��)�,�%��c�*a&��̀��1�a��)�,��6,)��&��6,��&��&*�,_��&�_��&!��6�*��!&��,��6,)��&��!6��V��!��,��$��&,̀�0�$�&��,�P��&,̀�&/%��a��)�,��6,)��&��!6��V��!��,�W$��&,̀��$$��&!P��&�#4,&��&6̀%��f[��_&a��&��P�̀��#��a��,�_��!6,_%�"�4�!�4�̀��6,#��&��&��*��a�6,��6��!�4�̀��&V6�6b��V4��6��&�,d��&V6�6b�̀�P��l��&6̀%��[��̀656̀��&aa�&��V��̀�65�,�VP��&V6�6�P��&�_��&!��6�*��)&a�4��Pa��!��#��&��̀�*&,̀��6_��&��4)��&��*��_��&,̀�&)m46�6�6�,��!��#%��X))��̀6,_��a��&�_��$��&!��6�*��!��a�,�6V��(1�a��)�,��V6��6,_�_�,��&��̀�VP�YnX��&,�&)�6�,��6,�W$�0��&��&��&��Pa��!��#��&5��6,)��&��̀�f*&��6&��P%l��[��a�*�̀6&,��4��P�a&��,��&��&��P�&��VP�a�&)�6)��&��&�!��k(01��*��_��&,̀�&)m46�6�6�,��k��)��a��&��&,̀��&3�!��#��k�0(��_4�&��P�&,̀�)�*a�6&,)��k�/��6,��)�4&��a��a��P�&,̀�k/�'��6,&,)��&,��&,̀�6,5��*�,��a��&6̀%�[��*�̀6&,��&��!��]a&6̀�a�&)�6)��&��&�6,)�4̀ �̀�6,��̀&�&��,56��,*�,�&��&!��!&��k''1�a��4�%��f[��*63��Pa��!��#�6��)��&6,�P�&�V6_��&)��l�6,��&��_&a��&�#4,&��&6̀%�f[��d��&�!&P��V��,�&��5��)�*��6,�4�6,_��!��]#,�!,�6�*��&,̀��!��#��&��6��*��&��_6)&��P�6*a��&,��)��a��&��)�6�,��%�j��&,̀��&��,��Pd��_�6,_��#��,&*��Pd��&*6�6&�!6��̀��!��#%l��]]Z̀6�6,_�VP�O�4)��o��̀*&,%��pqrstu�vw�xryz{�|}�pz~vw�z~vw�pz�q��x�zwwvxyq��q��p��x��x��qy}��X��c�,��,��W$$']W$�1��+��6��Y�̀6&��j,)%


EXHIBIT I


RLF1 19191694v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

)In re: ) Chapter 11

)ENERGY FUTURE HOLDINGS CORP., et al., )

) Case No. 14-10979 (CSS)

Debtors.1 )))))

(Jointly Administered)

Hearing Date: To Be Determined Objection Deadline: May 15, 2018 at 4:00 p.m.

SUMMARY COVER SHEET TO THE FINAL FEE APPLICATION

OF KIRKLAND & ELLIS LLP AND KIRKLAND& ELLIS INTERNATIONAL LLP, ATTORNEYS FOR THE

DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM APRIL 29, 2014 THROUGH AND INCLUDING MARCH 9, 2018

General Information

Name of Applicants: Kirkland & Ellis LLP and Kirkland & Ellis International LLP

Authorized to Provide Services to: Energy Future Holdings Corp., et al.

Date of Order Authorizing the Debtors to Retain Kirkland:

September 16, 2014, nunc pro tunc to April 29, 2014 [D.I. 2052]

1 The last four digits of Energy Future Holdings Corp.’s tax identification number are 8810. The location of the debtors’ service address is 1601 Bryan Street, Dallas, Texas 75201. Due to the large number of debtors in these chapter 11 cases, which are being jointly administered, a complete list of the debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the debtors’ claims and noticing agent at http://www.efhcaseinfo.com.

Case 14-10979-CSS Doc 13019 Filed 04/23/18 Page 1 of 81Case 4:09-cv-02056 Document 295-10 Filed in TXSD on 08/31/18 Page 2 of 46

RLF1 19191694v.1

Exhibit D

Voluntary Rate Disclosures

Case 14-10979-CSS Doc 13019-5 Filed 04/23/18 Page 1 of 2Case 4:09-cv-02056 Document 295-10 Filed in TXSD on 08/31/18 Page 3 of 46

RLF1 19191694v.1

Voluntary Rate Disclosures

The blended hourly rate for all Kirkland domestic timekeepers (including both professionals and paraprofessionals) who billed to non-bankruptcy matters (collectively, the “Non-Bankruptcy Matters”) 1 during the 12 month period ending on February 28, 2018 (the “Comparable Fee Period”) was, in the aggregate, approximately $814.85 per hour (the “Non-Bankruptcy Blended Hourly Rate”).2

The blended hourly rate for all Kirkland timekeepers (including both professionals and paraprofessionals) who billed to the Debtors during the Fee Period was approximately $745.26 per hour (the “Debtor Blended Hourly Rate”).3

A detailed comparison of these rates is as follows:

Position at Kirkland Debtor Blended Hourly Rate for This

Fee Application Non-Bankruptcy Blended

Hourly Rate

Partners $972.75 $1,090.57Of Counsel $990.12 $841.34Associates $622.50 $697.23Paralegal $300.40 $311.62Junior Paralegal $195.25 $204.82Support Staff $298.84 $291.76

Total $745.26 814.85

1 It is the nature of Kirkland’s practice that certain non-bankruptcy engagements require the advice and counsel

of professionals and paraprofessionals who work primarily within Kirkland’s Restructuring Group. Accordingly, Non-Bankruptcy Matters consist of matters for which Kirkland domestic timekeepers represented a client in a matter other than an in-court bankruptcy proceeding. Moreover, the Non-Bankruptcy Matters include time billed by Kirkland domestic timekeepers who work primarily within Kirkland’s Restructuring Group.

2 Kirkland calculated the blended rate for Non-Bankruptcy Matters by dividing the total dollar amount billed by Kirkland domestic timekeepers to the Non-Bankruptcy Matters during the Comparable Period by the total number of hours billed by Kirkland domestic timekeepers to the Non-Bankruptcy Matters during the Comparable Period.

3 Kirkland calculated the blended rate for timekeepers who billed to the Debtors by dividing the total dollar amount billed by such timekeepers during the Fee Period by the total number of hours billed by such timekeepers during the Fee Period.


RLF1 19191694v.1

Exhibit E

Summary, by Individual Timekeeper, of Total Fees Incurred and Hours Billed During the Fee Period

Attorney Name Position Department Date of

Admission

Fees Billed In this

Application

Hours Billed In this

Application

Number of Rate

Increases

Hourly Rate Billed Fees Billed

In this Application

In the First Interim

Application

In this Application

at First Interim

Application Billing Rate

Paul Basta, P.C. Partner Restructuring 1993 737.50 0.50 N/A 1,475.00 1,475.00 737.50

Mike Beinus, P.C. Partner Taxation 1999 14,884.00 12.20 N/A 1,220.00 1,220.00 14,884.00

William J Benitez, P.C. Partner Corporate - M&A/Private Equity 2009 796.00 0.80 N/A 995.00 995.00 796.00

Judson D Brown, P.C. Partner Litigation - General 2004 840.00 1.00 N/A 840.00 840.00 840.00

Andrew Calder, P.C. Partner Corporate - M&A/Private Equity 2003 463,779.50 388.10 5 1,195.00 1,195.00 463,779.50

1,061,238.00 852.40 1,245.00 1,195.00 1,018,618.00

738,820.00 557.60 1,325.00 1,195.00 666,332.00

44,160.00 32.00 1,380.00 1,195.00 38,240.00

570,677.50 386.90 1,475.00 1,195.00 462,345.50

7,777.50 5.10 1,525.00 1,195.00 6,094.50

Lauren O Casazza, P.C. Partner Litigation - General 2002 352,308.00 376.80 N/A 935.00 935.00 352,308.00

Richard M Cieri Partner Restructuring 2004 235,773.50 197.30 1 1,195.00 1,195.00 235,773.50

667,818.00 536.40 1,245.00 1,195.00 640,998.00

Paul D Clement, P.C. Partner Litigation - Appellate 1994 5,681.00 3.80 1 1,495.00 1,495.00 5,681.00

2,617.50 1.50 1,745.00 1,495.00 2,242.50

Thad Davis Partner Taxation 2005 462.50 0.50 4 925.00 925.00 462.50

1,194.00 1.20 995.00 925.00 1,110.00

14,839.00 14.20 1,045.00 925.00 13,135.00

1,237.50 1.10 1,125.00 925.00 1,017.50

1,482.00 1.20 1,235.00 925.00 1,110.00

Barack S Echols, P.C. Partner Litigation - General 1999 190,183.00 188.30 2 1,010.00 1,010.00 190,183.00


5 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


69,597.50 67.90 1,025.00 1,010.00 68,579.00

105,187.50 93.50 1,125.00 1,010.00 94,435.00

Mark Filip, P.C. Partner Litigation - General 1995 5,138.50 4.30 N/A 1,195.00 1,195.00 5,138.50

Gregory W Gallagher, P.C. Partner Taxation 1997 86,108.00 82.40 6 1,045.00 1,045.00 86,108.00

651,155.50 544.90 1,195.00 1,045.00 569,420.50

1,622,310.00 1,272.40 1,275.00 1,045.00 1,329,658.00

865,490.00 653.20 1,325.00 1,045.00 682,594.00

173,255.50 119.90 1,445.00 1,045.00 125,295.50

71,980.00 47.20 1,525.00 1,045.00 49,324.00

13,727.50 8.50 1,615.00 1,045.00 8,882.50

86,108.00 82.40 1,045.00 1,045.00 86,108.00

651,155.50 544.90 1,195.00 1,045.00 569,420.50

1,622,310.00 1,272.40 1,275.00 1,045.00 1,329,658.00

865,490.00 653.20 1,325.00 1,045.00 682,594.00

Bruce Gelman, P.C. Partner Taxation 1993 637.50 0.50 N/A 1,275.00 1,275.00 637.50

Stephen C Hackney, P.C. Partner Litigation - General 1997 915.00 1.00 N/A 915.00 915.00 915.00

Stephen E Hessler, P.C. Partner Restructuring 2002 263,670.00 282.00 2 935.00 935.00 263,670.00

1,209,024.50 1,215.10 995.00 935.00 1,136,118.50

487,600.00 460.00 1,060.00 935.00 430,100.00

Chad J Husnick, P.C. Partner Restructuring 2004 240,744.00 286.60 6 840.00 840.00 240,744.00

1,108,705.50 1,211.70 915.00 840.00 1,017,828.00

2,196,480.00 2,252.80 975.00 840.00 1,892,352.00

976,967.00 896.30 1,090.00 840.00 752,892.00

976,153.50 837.90 1,165.00 840.00 703,836.00

49,551.00 39.80 1,245.00 840.00 33,432.00

56,287.50 39.50 1,425.00 840.00 33,180.00


6 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Sarkis Jebejian, P.C. Partner Corporate - M&A/Private Equity 1995 11,113.50 9.30 N/A 1,195.00 1,195.00 11,113.50

Christopher Keegan Partner Litigation - General 2002 267,187.50 312.50 1 855.00 855.00 267,187.50

1,300.00 1.30 1,000.00 855.00 1,111.50

Atif Khawaja Partner Litigation - General 2003 4,040.00 4.00 1 1,010.00 1,010.00 4,040.00

8,610.00 8.40 1,025.00 1,010.00 8,484.00

Marc Kieselstein, P.C. Partner Restructuring 1988 310,725.00 276.20 4 1,125.00 1,125.00 310,725.00

1,956,487.00 1,584.20 1,235.00 1,125.00 1,782,225.00

992,718.00 757.80 1,310.00 1,125.00 852,525.00

1,218,497.50 826.10 1,475.00 1,125.00 929,362.50

300,644.50 201.10 1,495.00 1,125.00 226,237.50

Michelle Kilkenney, P.C. Partner Corporate - Debt Finance 2002 67,483.00 75.40 5 895.00 895.00 67,483.00

77,510.50 77.90 995.00 895.00 69,720.50

168,116.00 158.60 1,060.00 895.00 141,947.00

409,920.00 366.00 1,120.00 895.00 327,570.00

115,272.50 94.10 1,225.00 895.00 84,219.50

789.00 0.60 1,315.00 895.00 537.00

Michael Kim, P.C. Partner Corporate - Capital Markets 2003 8,200.00 8.00 1 1,025.00 1,025.00 8,200.00

7,560.00 7.00 1,080.00 1,025.00 7,175.00

Joshua N Korff, P.C. Partner Corporate - Capital Markets 1994 3,112.50 2.50 1 1,245.00 1,245.00 3,112.50

30,475.00 23.00 1,325.00 1,245.00 28,635.00

Michael Krasnovsky Partner Executive Compensation 2004 6,796.50 6.90 1 985.00 985.00 6,796.50

205.00 0.20 1,025.00 985.00 197.00

Brian R Land Partner Environment - Transactional 1989 876.00 0.80 N/A 1,095.00 1,095.00 876.00

Christopher Landau, P.C. Partner Litigation - Appellate 1990 2,790.00 2.00 1 1,395.00 1,395.00 2,790.00

23,770.50 15.90 1,495.00 1,395.00 22,180.50

Adam D Larson, P.C. Partner Corporate - M&A/Private Equity 2007 3,262.00 2.80 N/A 1,165.00 1,165.00 3,262.00


7 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


William A Levy, P.C. Partner Taxation 1988 1,635.00 1.50 N/A N/A N/A N/A N/A

1,090.00 1,090.00 1,635.00

14,698.50 12.30 1,195.00 1,090.00 13,407.00

666,952.50 523.10 1,275.00 1,090.00 570,179.00

51,277.50 38.70 1,325.00 1,090.00 42,183.00

3,562.50 2.50 1,425.00 1,090.00 2,725.00

Joseph A Loy, P.C. Partner IP Litigation 2005 13,514.50 15.10 N/A 895.00 895.00 13,514.50

Roger S Lucas Partner Taxation 1993 5,795.00 3.80 N/A 1,525.00 1,525.00 5,795.00

Todd F Maynes, P.C. Partner Taxation 1988 97,020.00 79.20 6 1,225.00 1,225.00 97,020.00

662,004.00 511.20 1,295.00 1,225.00 626,220.00

1,194,600.00 868.80 1,375.00 1,225.00 1,064,280.00

718,309.50 497.10 1,445.00 1,225.00 608,947.50

242,190.00 162.00 1,495.00 1,225.00 198,450.00

870,837.50 535.90 1,625.00 1,225.00 656,477.50

117,817.50 68.30 1,725.00 1,225.00 83,667.50

Andrew R McGaan, P.C. Partner Litigation - General 1986 1,192,895.00 1,163.80 3 1,025.00 1,025.00 1,192,895.00

2,207,359.00 2,025.10 1,090.00 1,025.00 2,075,727.50

664,605.00 547.00 1,215.00 1,025.00 560,675.00

263,675.00 199.00 1,325.00 1,025.00 203,975.00

Mark McKane, P.C. Partner Litigation - General 1999 1,567,875.00 1,695.00 4 925.00 925.00 1,567,875.00

2,136,920.00 2,084.80 1,025.00 925.00 1,928,440.00

1,284,410.00 1,194.80 1,075.00 925.00 1,105,190.00

1,207,547.50 1,027.70 1,175.00 925.00 950,622.50

148,030.50 118.90 1,245.00 925.00 109,982.50

Andres C Mena, P.C. Partner Corporate - Debt Finance 2001 18,974.00 21.20 2 895.00 895.00 18,974.00

20,696.00 20.80 995.00 895.00 18,616.00

18,020.00 17.00 1,060.00 895.00 15,215.00


8 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Scott A Moehrke, P.C. Partner Corporate - Investment Funds 2003 1,165.00 1.00 1 1,165.00 1,165.00 1,165.00

1,270.00 1.00 1,270.00 1,165.00 1,165.00

Lee K Morlock, P.C. Partner Taxation 2004 2,650.00 2.00 N/A 1,325.00 1,325.00 2,650.00

Kevin L Morris Partner Corporate - M&A/Private Equity 2002 272,688.00 262.20 N/A 1,040.00 1,040.00 272,688.00

Erin E Murphy Partner Litigation - Appellate 2006 46,905.00 35.40 N/A 1,325.00 1,325.00 46,905.00

Dennis M Myers, P.C. Partner Corporate - Capital Markets 1996 135,787.50 120.70 4 1,125.00 1,125.00 135,787.50

20,076.00 16.80 1,195.00 1,125.00 18,900.00

18,550.50 14.90 1,245.00 1,125.00 16,762.50

17,622.50 13.30 1,325.00 1,125.00 14,962.50

30,345.00 21.00 1,445.00 1,125.00 23,625.00

Linda K Myers, P.C. Partner Corporate - Debt Finance 1990 132,525.50 110.90 5 1,195.00 1,195.00 132,525.50

115,162.50 92.50 1,245.00 1,195.00 110,537.50

680,255.00 513.40 1,325.00 1,195.00 613,513.00

1,122,906.00 813.70 1,380.00 1,195.00 972,371.50

278,037.50 188.50 1,475.00 1,195.00 225,257.50

33,397.50 21.90 1,525.00 1,195.00 26,170.50

David M Nemecek, P.C. Partner Corporate - Debt Finance 2003 2,089.50 2.10 N/A 995.00 995.00 2,089.50

Bridget K O'Connor Partner Litigation - General 2003 1,020,516.00 1,214.90 N/A 840.00 840.00 1,020,516.00

John C O'Quinn Partner IP Litigation 2001 4,927.50 4.50 N/A 1,095.00 1,095.00 4,927.50

Adam C Paul, P.C. Partner Restructuring 1999 13,606.50 14.10 2 965.00 965.00 13,606.50

2,163.00 2.10 1,030.00 965.00 2,026.50

9,483.00 8.70 1,090.00 965.00 8,395.50

Daniel Perlman, P.C. Partner Real Estate 1985 7,557.00 6.60 N/A 1,145.00 1,145.00 7,557.00

John Pitts, P.C. Partner Corporate - M&A/Private Equity 2010 122,667.00 131.90 3 930.00 930.00 122,667.00

327,653.50 329.30 995.00 930.00 306,249.00

172,243.50 157.30 1,095.00 930.00 146,289.00


9 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


13,395.00 11.40 1,175.00 930.00 10,602.00

Scott D Price Partner Executive Compensation 1998 8,702.00 7.60 5 1,145.00 1,145.00 8,702.00

101,755.00 86.60 1,175.00 1,145.00 99,157.00

66,483.00 53.40 1,245.00 1,145.00 61,143.00

39,087.50 29.50 1,325.00 1,145.00 33,777.50

27,600.00 20.00 1,380.00 1,145.00 22,900.00

737.50 0.50 1,475.00 1,145.00 572.50

Brenton A Rogers Partner Litigation - General 2007 100,980.00 122.40 2 825.00 825.00 100,980.00

1,566,876.50 1,750.70 895.00 825.00 1,444,327.50

85,352.00 90.80 940.00 825.00 74,910.00

David Rosenberg Partner Real Estate 2005 9,934.50 11.10 N/A 895.00 895.00 9,934.50

Edward O Sassower, P.C. Partner Restructuring 2000 244,404.00 223.20 5 1,095.00 1,095.00 244,404.00

1,412,550.00 1,255.60 1,125.00 1,095.00 1,374,882.00

2,337,361.00 1,892.60 1,235.00 1,095.00 2,072,397.00

715,260.00 546.00 1,310.00 1,095.00 597,870.00

347,424.00 246.40 1,410.00 1,095.00 269,808.00

50,445.00 35.40 1,425.00 1,095.00 38,763.00

Brian E Schartz Partner Restructuring 2008 250,325.00 323.00 3 775.00 775.00 250,325.00

1,140,132.00 1,357.30 840.00 775.00 1,051,907.50

1,493,859.00 1,606.30 930.00 775.00 1,244,882.50

2,885.50 2.90 995.00 775.00 2,247.50

Edward Schneidman, P.C. Partner Corporate - Capital Markets 1980 9,450.00 8.40 N/A 1,125.00 1,125.00 9,450.00

Joseph Serino, Jr., P.C. Partner Litigation - General 1988 48,090.00 42.00 1 1,145.00 1,145.00 48,090.00

5,757.50 4.70 1,225.00 1,145.00 5,381.50

Dean S Shulman, P.C. Partner Taxation 1992 1,156.00 0.80 1 1,445.00 1,445.00 1,156.00

8,671.00 5.80 1,495.00 1,445.00 8,381.00


10 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Michael B Slade Partner Litigation - General 1999 56,743.50 62.70 1 905.00 905.00 56,743.50

148,951.50 149.70 995.00 905.00 135,478.50

Lucas Spivey, P.C. Partner Corporate - Debt Finance 2007 497.50 0.50 N/A 995.00 995.00 497.50

James H M Sprayregen, P.C. Partner Restructuring 1985 40,988.50 34.30 5 1,195.00 1,195.00 40,988.50

677,778.00 544.40 1,245.00 1,195.00 650,558.00

1,860,962.50 1,404.50 1,325.00 1,195.00 1,678,377.50

507,426.00 367.70 1,380.00 1,195.00 439,401.50

567,285.00 384.60 1,475.00 1,195.00 459,597.00

16,531.50 10.70 1,545.00 1,195.00 12,786.50

Sara B Zablotney, P.C. Partner Taxation 2003 272,107.50 248.50 4 1,095.00 1,095.00 272,107.50

732,202.50 628.50 1,165.00 1,095.00 688,207.50

451,045.00 368.20 1,225.00 1,095.00 403,179.00

162,522.50 125.50 1,295.00 1,095.00 137,422.50

19,108.00 13.60 1,405.00 1,095.00 14,892.00

Dean C Bachus Partner Executive Compensation 2004 292.50 0.30 2 975.00 975.00 292.50

2,600.00 2.50 1,040.00 975.00 2,437.50

1,199.00 1.10 1,090.00 975.00 1,072.50

Andrew Barton Partner Executive Compensation 2010 47,620.50 59.90 5 795.00 795.00 47,620.50

19,942.00 23.60 845.00 795.00 18,762.00

33,294.00 37.20 895.00 795.00 29,574.00

12,502.00 13.30 940.00 795.00 10,573.50

3,402.00 3.60 945.00 795.00 2,862.00

1,094.50 1.10 995.00 795.00 874.50

Aaron M Berlin Partner Corporate - Debt Finance 2011 10,412.50 17.50 4 595.00 595.00 10,412.50

10,650.50 11.90 895.00 595.00 7,080.50

125,200.50 131.10 955.00 595.00 78,004.50


11 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


4,477.50 4.50 995.00 595.00 2,677.50

6,061.00 5.80 1,045.00 595.00 3,451.00

Katherine Bolanowski Partner Corporate - Debt Finance 2009 99,045.00 139.50 5 710.00 710.00 99,045.00

16,297.50 20.50 795.00 710.00 14,555.00

48,503.00 57.40 845.00 710.00 40,754.00

245,528.00 261.20 940.00 710.00 185,452.00

23,152.50 24.50 945.00 710.00 17,395.00

10,660.50 10.30 1,035.00 710.00 7,313.00

Marin K Boney Partner Litigation - Antitrust/Competition 2008 387.50 0.50 3 775.00 775.00 387.50

247.50 0.30 825.00 775.00 232.50

3,240.00 3.60 900.00 775.00 2,790.00

796.00 0.80 995.00 775.00 620.00

Stephen Butler Partner Taxation 2009 319.50 0.30 N/A 1,065.00 1,065.00 319.50

Jeanne T Cohn-Connor Partner Environment - Transactional 1985 3,910.00 4.60 4 850.00 850.00 3,910.00

153,582.00 171.60 895.00 850.00 145,860.00

634,693.00 664.60 955.00 850.00 564,910.00

208,868.00 206.80 1,010.00 850.00 175,780.00

2,042.50 1.90 1,075.00 850.00 1,615.00

Cormac T Connor Partner Litigation - Gov/Reg/Internal Investgn

2006 498,867.50 643.70 2 775.00 775.00 498,867.50

1,122,751.50 1,328.70 845.00 775.00 1,029,742.50

465.00 0.50 930.00 775.00 387.50

Rana B Dawson Partner Litigation - General 2008 270.00 0.30 N/A 900.00 900.00 270.00

John P Del Monaco Partner Litigation - General 2005 8,502.50 9.50 N/A 895.00 895.00 8,502.50

David R Dempsey Partner Litigation - General 2006 1,463,137.50 1,773.50 N/A 825.00 825.00 1,463,137.50

Kristen L Derhaag Partner Corporate - Debt Finance 2012 27,965.00 47.00 2 595.00 595.00 27,965.00

2,123.50 3.10 685.00 595.00 1,844.50


12 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


2,409.00 3.30 730.00 595.00 1,963.50

Thomas Dobleman Partner Corporate - Debt Finance 2011 444,994.00 497.20 2 895.00 895.00 444,994.00

102,438.00 108.40 945.00 895.00 97,018.00

25,074.00 25.20 995.00 895.00 22,554.00

David N Draper Partner IP Litigation 2009 27,904.50 35.10 N/A 795.00 795.00 27,904.50

Lisa G Esayian Partner Litigation - General 1991 360,912.00 350.40 2 1,030.00 1,030.00 360,912.00

239,257.50 218.50 1,095.00 1,030.00 225,055.00

45,227.50 39.50 1,145.00 1,030.00 40,685.00

Michael Esser Partner Litigation - General 2009 388,867.00 547.70 6 710.00 710.00 388,867.00

826,350.00 1,101.80 750.00 710.00 782,278.00

700,315.50 880.90 795.00 710.00 625,439.00

830,445.00 1,006.60 825.00 710.00 714,686.00

895,300.00 1,023.20 875.00 710.00 726,472.00

605,827.00 627.80 965.00 710.00 445,738.00

21,109.00 20.20 1,045.00 710.00 14,342.00

Stephen Fraidin Partner Corporate - M&A/Private Equity 1965 10,956.00 8.80 N/A 1,245.00 1,245.00 10,956.00

Jonathan F Ganter Partner Litigation - General 2010 364,725.00 486.30 5 750.00 750.00 364,725.00

705,947.50 910.90 775.00 750.00 683,175.00

1,666,005.00 2,019.40 825.00 750.00 1,514,550.00

990,810.00 1,100.90 900.00 750.00 825,675.00

1,096,490.00 1,102.00 995.00 750.00 826,500.00

167,055.00 155.40 1,075.00 750.00 116,550.00

Emily Geier Partner Restructuring 2012 288,456.00 484.80 6 595.00 595.00 288,456.00

761,172.00 1,111.20 685.00 595.00 661,164.00

1,039,155.00 1,423.50 730.00 595.00 846,982.50

1,144,800.00 1,440.00 795.00 595.00 856,800.00


13 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


521,703.00 617.40 845.00 595.00 367,353.00

222,318.00 248.40 895.00 595.00 147,798.00

47,081.50 49.30 955.00 595.00 29,333.50

Stefanie I Gitler Partner Environment - Transactional 2009 5,565.00 7.00 2 795.00 795.00 5,565.00

5,370.00 6.00 895.00 795.00 4,770.00

895.50 0.90 995.00 795.00 715.50

Scott J Gordon Partner Corporate - Derivatives 1995 819.00 0.70 N/A 1,170.00 1,170.00 819.00

Jeffrey M Gould Partner Litigation - General 2008 690,696.00 868.80 2 795.00 795.00 690,696.00

1,032,152.00 1,172.90 880.00 795.00 932,455.50

15,375.50 16.10 955.00 795.00 12,799.50

William Guerrieri Partner Restructuring 2008 147,900.00 197.20 2 750.00 750.00 147,900.00

413,952.00 492.80 840.00 750.00 369,600.00

320,052.00 357.60 895.00 750.00 268,200.00

John O Gunderson Partner Corporate - Capital Markets 2009 103,305.00 145.50 N/A 710.00 710.00 103,305.00

Inbal Hasbani Partner Litigation - General 2010 57,510.00 81.00 2 710.00 710.00 57,510.00

89,920.50 119.10 755.00 710.00 84,561.00

32,277.00 40.60 795.00 710.00 28,826.00

Warren Haskel Partner Litigation - General 2009 142,725.00 173.00 2 825.00 825.00 142,725.00

352,980.00 392.20 900.00 825.00 323,565.00

3,084.50 3.10 995.00 825.00 2,557.50

Erik Hepler Partner Corporate - Debt Finance 1990 11,343.00 11.40 3 995.00 995.00 11,343.00

21,942.00 20.70 1,060.00 995.00 20,596.50

46,032.00 41.10 1,120.00 995.00 40,894.50

5,497.00 4.60 1,195.00 995.00 4,577.00

George W Hicks, Jr. Partner Litigation - Appellate 2006 21,492.00 21.60 N/A 995.00 995.00 21,492.00

Edward B Holzwanger Partner Labor & Employment 2004 2,475.00 3.00 1 825.00 825.00 2,475.00


14 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


855.00 0.90 950.00 825.00 742.50

Sam S Hong Partner Technology & IP Transactions 2008 10,891.50 15.90 5 685.00 685.00 10,891.50

11,534.00 15.80 730.00 685.00 10,823.00

1,828.50 2.30 795.00 685.00 1,575.50

11,069.50 13.10 845.00 685.00 8,973.50

3,669.50 4.10 895.00 685.00 2,808.50

477.50 0.50 955.00 685.00 342.50

Richard U S Howell Partner Litigation - General 2006 293,673.00 369.40 2 795.00 795.00 293,673.00

854,480.00 971.00 880.00 795.00 771,945.00

32,374.50 33.90 955.00 795.00 26,950.50

Reid Huefner Partner IP Litigation 2007 21,080.00 27.20 1 775.00 775.00 21,080.00

362,589.50 429.10 845.00 775.00 332,552.50

Ellen M Jakovic Partner Litigation - Antitrust/Competition 1985 9,360.00 9.60 3 975.00 975.00 9,360.00

73,008.00 70.20 1,040.00 975.00 68,445.00

154,550.00 140.50 1,100.00 975.00 136,987.50

19,981.50 17.30 1,155.00 975.00 16,867.50

Cyril V Jones Partner Corporate - M&A/Private Equity 2011 70,198.50 88.30 1 795.00 795.00 70,198.50

27,969.50 33.10 845.00 795.00 26,314.50

Howard Kaplan Partner Litigation - General 2011 173,383.00 291.40 4 595.00 595.00 173,383.00

169,242.50 254.50 665.00 595.00 151,427.50

166,282.00 234.20 710.00 595.00 139,349.00

713,701.50 945.30 755.00 595.00 562,453.50

31,641.00 39.80 795.00 595.00 23,681.00

Katherine R Katz Partner Litigation - General 2010 40,350.00 53.80 N/A 750.00 750.00 40,350.00

Matthew D Keiser Partner Labor & Employment 1998 3,435.00 3.00 N/A 1,145.00 1,145.00 3,435.00

Natalie H Keller Partner Taxation 1997 49,742.00 47.60 2 1,045.00 1,045.00 49,742.00


15 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


956.00 0.80 1,195.00 1,045.00 836.00

741.00 0.60 1,235.00 1,045.00 627.00

Gregg G Kirchhoefer, P.C. Partner Technology & IP Transactions 1982 22,360.00 20.80 3 1,075.00 1,075.00 22,360.00

26,220.50 22.90 1,145.00 1,075.00 24,617.50

31,428.50 26.30 1,195.00 1,075.00 28,272.50

647.50 0.50 1,295.00 1,075.00 537.50

Daniel Lewis Partner Technology & IP Transactions 2008 4,452.00 5.30 3 840.00 840.00 4,452.00

7,786.50 8.70 895.00 840.00 7,308.00

4,777.50 4.90 975.00 840.00 4,116.00

527.50 0.50 1,055.00 840.00 420.00

Polina Liberman Partner Taxation 2010 760.50 0.90 N/A 845.00 845.00 760.50

Ashley E Littlefield Partner Litigation - General 2011 23,324.00 2 N/A 595.00 595.00 23,324.00

42,959.00 N/A 665.00 595.00 38,437.00

2,718.00 N/A 755.00 595.00 2,142.00

Jeffery Lula Partner Litigation - General 2010 36,707.00 51.70 3 710.00 710.00 36,707.00

214,495.50 284.10 755.00 710.00 201,711.00

506,812.50 637.50 795.00 710.00 452,625.00

2,197.00 2.60 845.00 710.00 1,846.00

Joshua R McLane Partner Taxation 2009 9,875.00 12.50 1 790.00 790.00 9,875.00

92.00 0.10 920.00 790.00 79.00

Amber J Meek Partner Corporate - M&A/Private Equity 2009 245,210.00 316.40 3 775.00 775.00 245,210.00

101,640.00 121.00 840.00 775.00 93,775.00

1,188,633.00 1,278.10 930.00 775.00 990,527.50

67,560.50 67.90 995.00 775.00 52,622.50

Roberto S Miceli Partner Real Estate 2000 1,770.00 2.00 2 885.00 885.00 1,770.00

4,063.50 4.30 945.00 885.00 3,805.50


16 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


4,676.50 4.70 995.00 885.00 4,159.50

Marsha Mogilevich Partner Corporate - Capital Markets 2012 507.00 0.60 N/A 845.00 845.00 507.00

John S Moran Partner Litigation - General 2012 19,929.00 27.30 N/A 730.00 730.00 19,929.00

Veronica Nunn Partner Corporate - M&A/Private Equity 2010 328,526.00 479.60 7 685.00 685.00 328,526.00

212,284.00 290.80 730.00 685.00 199,198.00

371,583.00 467.40 795.00 685.00 320,169.00

219,615.50 259.90 845.00 685.00 178,031.50

909,588.50 1,016.30 895.00 685.00 696,165.50

113,494.50 120.10 945.00 685.00 82,268.50

408,646.50 410.70 995.00 685.00 281,329.50

13,237.00 12.20 1,085.00 685.00 8,357.00

Bryan M O'Keefe Partner Labor & Employment 2011 528.50 0.70 N/A 755.00 755.00 528.50

Benjamin D Panter Partner Executive Compensation 2006 1,050.00 1.20 N/A 875.00 875.00 1,050.00

Matthew E Papez, P.C. Partner Litigation - General 1999 63,888.00 72.60 1 880.00 880.00 63,888.00

203,923.50 218.10 935.00 880.00 191,928.00

Samara Penn Savary Partner Litigation - General 2010 355,071.00 500.10 2 710.00 710.00 355,071.00

244,922.00 324.40 755.00 710.00 230,324.00

70,039.50 88.10 795.00 710.00 62,551.00

Gregory F Pesce Partner Restructuring 2011 1,644.00 2.40 N/A 685.00 685.00 1,644.00

Michael A Petrino Partner Litigation - General 2008 11,550.00 15.40 5 750.00 750.00 11,550.00

482,670.00 622.80 775.00 750.00 467,100.00

1,141,882.50 1,384.10 825.00 750.00 1,038,075.00

455,040.00 505.60 900.00 750.00 379,200.00

212,432.50 213.50 995.00 750.00 160,125.00

31,390.00 29.20 1,075.00 750.00 21,900.00

Carl Pickerill Partner Restructuring 2008 31,124.00 50.20 1 620.00 620.00 31,124.00


17 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


7,095.00 11.00 645.00 620.00 6,820.00

William T Pruitt Partner Litigation - General 2004 1,064,448.00 1,267.20 3 840.00 840.00 1,064,448.00

224,734.50 251.10 895.00 840.00 210,924.00

18,330.00 19.50 940.00 840.00 16,380.00

542.50 0.50 1,085.00 840.00 420.00

Jeffrey S Quinn Partner Employee Benefits 1998 15,887.50 15.50 2 1,025.00 1,025.00 15,887.50

140,180.00 130.40 1,075.00 1,025.00 133,660.00

5,616.50 4.70 1,195.00 1,025.00 4,817.50

Alan Rabinowitz Partner IP Litigation 2010 59,916.50 90.10 1 665.00 665.00 59,916.50

72,349.00 101.90 710.00 665.00 67,763.50

Mark Ramzy Partner Corporate - M&A/Private Equity 2010 14,105.00 13.00 N/A 1,085.00 1,085.00 14,105.00

Jeffrey Rheeling Partner Real Estate 1997 24,097.50 25.50 N/A 945.00 945.00 24,097.50

Bradford B Rossi Partner Corporate - M&A/Private Equity 2011 45,687.50 73.10 3 625.00 625.00 45,687.50

23,221.50 33.90 685.00 625.00 21,187.50

162,279.00 222.30 730.00 625.00 138,937.50

30,251.00 35.80 845.00 625.00 22,375.00

Joshua Samis Partner Corporate - Debt Finance 2007 89,745.00 115.80 4 775.00 775.00 89,745.00

109,032.00 129.80 840.00 775.00 100,595.00

130,200.00 140.00 930.00 775.00 108,500.00

361,782.00 363.60 995.00 775.00 281,790.00

645.00 0.60 1,075.00 775.00 465.00

Michael A Schulman Partner Labor & Employment 2012 1,590.00 2.00 N/A 795.00 795.00 1,590.00

Steven Serajeddini Partner Restructuring 2010 420,107.00 591.70 5 710.00 710.00 420,107.00

856,692.00 1,077.60 795.00 710.00 765,096.00

1,127,230.00 1,334.00 845.00 710.00 947,140.00

1,039,811.00 1,161.80 895.00 710.00 824,878.00


18 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


57,528.00 61.20 940.00 710.00 43,452.00

850.50 0.90 945.00 710.00 639.00

Anthony Sexton Partner Taxation 2011 354,025.00 595.00 9 595.00 595.00 354,025.00

120,292.50 186.50 645.00 595.00 110,967.50

989,277.00 1,444.20 685.00 595.00 859,299.00

294,600.00 392.80 750.00 595.00 233,716.00

267,189.00 316.20 845.00 595.00 188,139.00

708,124.00 791.20 895.00 595.00 470,764.00

216,405.00 229.00 945.00 595.00 136,255.00

229,491.50 226.10 1,015.00 595.00 134,529.50

267,488.00 257.20 1,040.00 595.00 153,034.00

60,342.00 53.40 1,130.00 595.00 31,773.00

Alec Solotorovsky Partner Litigation - General 2008 9,452.50 9.50 N/A 995.00 995.00 9,452.50

Bryan M Stephany Partner Litigation - General 2007 1,092,489.00 1,374.20 4 795.00 795.00 1,092,489.00

1,837,352.00 2,087.90 880.00 795.00 1,659,880.50

1,177,037.50 1,232.50 955.00 795.00 979,837.50

1,270,983.00 1,252.20 1,015.00 795.00 995,499.00

212,009.00 195.40 1,085.00 795.00 155,343.00

Christine Strumpen-Darrie Partner Corporate - Capital Markets 2003 6,825.00 7.00 N/A 975.00 975.00 6,825.00

David M Tarr Partner Corporate - Debt Finance 2007 11,527.50 14.50 1 795.00 795.00 11,527.50

4,375.00 5.00 875.00 795.00 3,975.00

Vincent Thorn Partner Taxation 2009 259.50 0.30 N/A 865.00 865.00 259.50

Michael Thorpe Partner Litigation - Antitrust/Competition 2010 350.00 0.40 1 875.00 875.00 350.00

193.00 0.20 965.00 875.00 175.00

Brandon Vongsawad Partner Corporate - M&A/Private Equity 2009 2,632.00 2.80 N/A 940.00 940.00 2,632.00

Jason M Wilcox Partner IP Litigation 2011 5,687.50 6.50 N/A 875.00 875.00 5,687.50


19 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Wayne E Williams Partner Corporate - Capital Markets 2006 145,803.00 183.40 5 795.00 795.00 145,803.00

93,712.50 107.10 875.00 795.00 85,144.50

148,025.00 155.00 955.00 795.00 123,225.00

65,994.00 64.70 1,020.00 795.00 51,436.50

72,777.50 67.70 1,075.00 795.00 53,821.50

5,052.50 4.30 1,175.00 795.00 3,418.50

Paul Zier Partner Corporate - Capital Markets 2000 5,957.00 7.40 N/A 805.00 805.00 5,957.00

Jack N Bernstein Of Counsel Employee Benefits 1995 23,250.00 25.00 4 930.00 930.00 23,250.00

172,638.50 178.90 965.00 930.00 166,377.00

469,552.50 458.10 1,025.00 930.00 426,033.00

58,050.00 54.00 1,075.00 930.00 50,220.00

1,792.50 1.50 1,195.00 930.00 1,395.00

John Donley, P.C. Of Counsel Litigation - General 1985 9,355.50 8.10 N/A 1,155.00 1,155.00 9,355.50

Jeffrey Gettleman Of Counsel Restructuring 1974 1,700.50 1.90 N/A 895.00 895.00 1,700.50

Elizabeth Gottschalk Of Counsel Corporate - Investment Funds 2001 886.50 0.90 N/A 985.00 985.00 886.50

Vicki V Hood Of Counsel Employee Benefits 1977 30,422.50 28.30 1 1,075.00 1,075.00 30,422.50

3,549.50 3.10 1,145.00 1,075.00 3,332.50

John S Irving, Jr. Of Counsel Labor & Employment 1965 572.50 0.50 N/A 1,145.00 1,145.00 572.50

Andrew M Kaufman, P.C. Of Counsel Corporate - Debt Finance 1974 6,467.50 6.50 N/A 995.00 995.00 6,467.50

JoAnne Nagjee Of Counsel Taxation 2009 133,086.50 148.70 4 895.00 895.00 133,086.50

181,440.00 192.00 945.00 895.00 171,840.00

53,354.00 51.80 1,030.00 895.00 46,361.00

876.00 0.80 1,095.00 895.00 716.00

1,508.00 1.30 1,160.00 895.00 1,163.50

R Timothy Stephenson Of Counsel Labor & Employment 1990 1,332.50 1.30 2 1,025.00 1,025.00 1,332.50

5,014.00 4.60 1,090.00 1,025.00 4,715.00


20 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


6,755.50 5.90 1,145.00 1,025.00 6,047.50

Julia Allen Associate Litigation - General 2012 159,536.00 306.80 2 520.00 520.00 159,536.00

398,412.00 669.60 595.00 520.00 348,192.00

180,975.00 285.00 635.00 520.00 148,200.00

Robert W Allen Associate Litigation - General 2012 52,122.00 71.40 N/A 730.00 730.00 52,122.00

Cristina Almendarez Associate IP Litigation 2014 14,175.00 31.50 1 450.00 450.00 14,175.00

71,712.00 149.40 480.00 450.00 67,230.00

Josh M Altman Associate Restructuring 2015 2,178.00 3.60 N/A 605.00 605.00 2,178.00

James Barolo Associate Litigation - General 2014 101,160.00 224.80 3 450.00 450.00 101,160.00

360,864.00 751.80 480.00 450.00 338,310.00

373,903.50 673.70 555.00 450.00 303,165.00

11,290.50 19.30 585.00 450.00 8,685.00

Galen B Bascom Associate Litigation - Appellate 2015 54,189.00 66.90 N/A 810.00 810.00 54,189.00

Erin Bishop Associate Litigation - General 2017 1,600.00 5.00 N/A 320.00 320.00 1,600.00

Rebecca Blake Chaikin Associate Restructuring 2015 161,145.00 358.10 7 450.00 450.00 161,145.00

485,136.00 1,010.70 480.00 450.00 454,815.00

480,966.00 843.80 570.00 450.00 379,710.00

277,090.00 458.00 605.00 450.00 206,100.00

186,607.50 268.50 695.00 450.00 120,825.00

435,561.00 592.60 735.00 450.00 266,670.00

345,606.50 413.90 835.00 450.00 186,255.00

64,925.00 74.20 875.00 450.00 33,390.00

Mary Elizabeth Brady Associate Corporate - Debt Finance 2014 32,928.00 44.80 2 735.00 735.00 32,928.00

2,421.50 2.90 835.00 735.00 2,131.50

1,750.00 2.00 875.00 735.00 1,470.00

Peter Bryce Associate Litigation - General 2014 43,576.00 83.80 N/A 520.00 520.00 43,576.00


21 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Chris Burrichter Associate Litigation - General 2012 62,058.50 104.30 N/A 595.00 595.00 62,058.50

Megan Byrne Associate Litigation - General 2015 14,760.00 32.80 2 450.00 450.00 14,760.00

42,912.00 89.40 480.00 450.00 40,230.00

777.00 1.40 555.00 450.00 630.00

Steven M Cantor Associate Taxation 2017 12,600.00 22.50 N/A 560.00 560.00 12,600.00

Jennifer E Catanese Associate Employee Benefits 2012 5,148.00 9.90 2 520.00 520.00 5,148.00

10,875.00 17.40 625.00 520.00 9,048.00

532.00 0.80 665.00 520.00 416.00

Diana Chang Associate Litigation - General 2012 32,760.00 63.00 1 520.00 520.00 32,760.00

105,791.00 177.80 595.00 520.00 92,456.00

Kevin Chang Associate Litigation - General 2014 136,350.00 303.00 3 450.00 450.00 136,350.00

142,320.00 296.50 480.00 450.00 133,425.00

411,421.50 741.30 555.00 450.00 333,585.00

26,851.50 45.90 585.00 450.00 20,655.00

Michael C Cline Associate Corporate - General 2015 6,375.00 12.50 N/A 510.00 510.00 6,375.00

Maxwell Coll Associate Litigation - General 2016 32,800.50 59.10 2 555.00 555.00 32,800.50

377,685.00 599.50 630.00 555.00 332,722.50

40,128.00 60.80 660.00 555.00 33,744.00

Ryan Copeland Associate Corporate - Debt Finance 2012 32,266.00 44.20 2 730.00 730.00 32,266.00

353,787.50 456.50 775.00 730.00 333,245.00

63,580.00 74.80 850.00 730.00 54,604.00

Katherine Coverdale Associate Executive Compensation 2010 8,470.00 14.00 3 605.00 605.00 8,470.00

32,456.50 46.70 695.00 605.00 28,253.50

5,695.00 6.70 850.00 605.00 4,053.50

633.50 0.70 905.00 605.00 423.50

Elizabeth S Dalmut Associate Litigation - General 2013 165,060.00 366.80 2 450.00 450.00 165,060.00


22 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


296,348.00 569.90 520.00 450.00 256,455.00

22,422.00 40.40 555.00 450.00 18,180.00

Haley Darling Associate Litigation - General 2014 65,328.00 136.10 1 480.00 480.00 65,328.00

30,913.50 55.70 555.00 480.00 26,736.00

Alexander Davis Associate Litigation - General 2012 194,272.00 373.60 4 520.00 520.00 194,272.00

581,850.50 977.90 595.00 520.00 508,508.00

478,536.00 753.60 635.00 520.00 391,872.00

433,313.00 610.30 710.00 520.00 317,356.00

21,291.00 28.20 755.00 520.00 14,664.00

Bridget Deiters Associate Corporate - Capital Markets 2012 14,570.50 16.10 N/A 905.00 905.00 14,570.50

Jarrel O DeLottinville Associate Corporate - Capital Markets 2012 775.00 1.00 1 775.00 775.00 775.00

340.00 0.40 850.00 775.00 310.00

George Desh Associate IP Litigation 2011 19,218.50 28.90 2 665.00 665.00 19,218.50

96,844.00 136.40 710.00 665.00 90,706.00

60,173.50 79.70 755.00 665.00 53,000.50

Tyler J Dunphy Associate Corporate - General 2017 22,770.00 39.60 N/A 575.00 575.00 22,770.00

Joseph F Edell Associate IP Litigation 2009 44,801.00 63.10 1 710.00 710.00 44,801.00

74,216.50 98.30 755.00 710.00 69,793.00

Jason Fitterer Associate IP Litigation 2012 31,951.50 53.70 2 595.00 595.00 31,951.50

111,315.50 175.30 635.00 595.00 104,303.50

74,834.00 105.40 710.00 595.00 62,713.00

Noah S Frank Associate IP Litigation 2013 8,658.00 15.60 N/A 555.00 555.00 8,658.00

Jessica Fricke Associate Litigation - General 2012 21,717.50 36.50 N/A 595.00 595.00 21,717.50

Arjun Garg Associate Litigation - General 2008 35,325.00 47.10 1 750.00 750.00 35,325.00

46,810.00 60.40 775.00 750.00 45,300.00

Michael Gawley Associate Litigation - General 2013 21,960.00 48.80 2 450.00 450.00 21,960.00


23 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


168,116.00 323.30 520.00 450.00 145,485.00

80,253.00 144.60 555.00 450.00 65,070.00

Mohsen Ghazi Associate Taxation 2017 1,120.00 2.00 N/A 560.00 560.00 1,120.00

Phil Giglio Associate Corporate - Investment Funds 2014 208.50 0.30 N/A 695.00 695.00 208.50

Matthew Goldberger Associate Restructuring 2014 17,775.00 39.50 1 450.00 450.00 17,775.00

13,963.50 26.10 535.00 450.00 11,745.00

Rachel E Goldstein Associate Litigation - General 2012 5,057.50 8.50 1 595.00 595.00 5,057.50

57,988.00 87.20 665.00 595.00 51,884.00

Jason Gott Associate Restructuring 2012 63,241.50 95.10 2 665.00 665.00 63,241.50

311,637.00 426.90 730.00 665.00 283,888.50

542.50 0.70 775.00 665.00 465.50

Andrew W Grindrod Associate Litigation - General 2012 147,500.50 247.90 N/A 595.00 595.00 147,500.50

Ryan Guerrero Associate Corporate - Capital Markets 2013 21,552.00 44.90 1 480.00 480.00 21,552.00

26,108.00 48.80 535.00 480.00 23,424.00

Michele E Gutrick Associate Litigation - General 2008 163,500.00 218.00 1 750.00 750.00 163,500.00

229,477.50 296.10 775.00 750.00 222,075.00

Haris Hadzimuratovic Associate Litigation - General 2008 334,907.00 471.70 1 710.00 710.00 334,907.00

79,048.50 104.70 755.00 710.00 74,337.00

Beatrice Hahn Associate IP Litigation 2013 93,653.00 157.40 1 595.00 595.00 93,653.00

161,798.00 254.80 635.00 595.00 151,606.00

Sean Hamner Associate Taxation 2016 16,968.00 30.30 N/A 560.00 560.00 16,968.00

Cole W Harlan Associate Restructuring Pending 11,845.00 20.60 N/A 575.00 575.00 11,845.00

Elliot C Harvey Schatmeier Associate Litigation - General 2014 14,040.00 27.00 1 520.00 520.00 14,040.00

31,302.00 56.40 555.00 520.00 29,328.00

Nicholas Hemmingsen Associate Corporate - Investment Funds 2013 7,750.00 10.00 1 775.00 775.00 7,750.00

4,590.00 5.40 850.00 775.00 4,185.00


24 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Shayne Henry Associate Litigation - General 2014 20,257.50 36.50 1 555.00 555.00 20,257.50

33,637.50 57.50 585.00 555.00 31,912.50

Sean F Hilson Associate Corporate - Debt Finance 2013 45,045.00 100.10 3 450.00 450.00 45,045.00

206,028.50 385.10 535.00 450.00 173,295.00

10,944.00 19.20 570.00 450.00 8,640.00

332.50 0.50 665.00 450.00 225.00

Munsoor Hussain Associate Taxation 2008 45,340.50 54.30 1 835.00 835.00 45,340.50

8,909.50 10.30 865.00 835.00 8,600.50

Natasha Hwangpo Associate Restructuring 2014 579.00 1.40 9 413.57 413.57 579.00

328,275.00 729.50 450.00 413.57 301,699.32

616,320.00 1,152.00 535.00 413.57 476,432.64

423,054.00 742.20 570.00 413.57 306,951.65

544,901.00 819.40 665.00 413.57 338,879.26

588,665.00 847.00 695.00 413.57 350,293.79

179,634.00 230.30 780.00 413.57 95,245.17

55,110.00 66.00 835.00 413.57 27,295.62

44,526.00 49.20 905.00 413.57 20,347.64

9,120.00 9.60 950.00 413.57 3,970.27

Samuel Ikard Associate Litigation - General 2014 18,895.50 32.30 N/A 585.00 585.00 18,895.50

Ashley G James Associate Labor & Employment 2010 3,124.00 4.40 1 710.00 710.00 3,124.00

6,040.00 8.00 755.00 710.00 5,680.00

Miles Johnson Associate Taxation 2015 1,435.50 2.90 1 495.00 495.00 1,435.50

2,887.50 5.50 525.00 495.00 2,722.50

Jacob Johnston Associate Litigation - General 2013 73,914.50 97.90 1 755.00 755.00 73,914.50

33,946.50 42.70 795.00 755.00 32,238.50

Mike Jones Associate Restructuring 2011 31,852.50 46.50 N/A 685.00 685.00 31,852.50


25 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Vinu Joseph Associate Litigation - General 2013 178,464.00 343.20 3 520.00 520.00 178,464.00

154,401.00 278.20 555.00 520.00 144,664.00

40,068.50 63.10 635.00 520.00 32,812.00

16,402.50 24.30 675.00 520.00 12,636.00

Lina Kaisey Associate Corporate - Debt Finance 2015 160,920.00 357.60 3 450.00 450.00 160,920.00

380,976.00 793.70 480.00 450.00 357,165.00

607,107.00 1,065.10 570.00 450.00 479,295.00

162,866.00 269.20 605.00 450.00 121,140.00

Lauren R Kanzer Associate Restructuring 2014 46,812.50 87.50 N/A 535.00 535.00 46,812.50

Michael Keeley Associate Corporate - Capital Markets 2012 11,024.00 21.20 N/A 520.00 520.00 11,024.00

Jared Kelly Associate Corporate - Capital Markets 2013 864.50 1.30 N/A 665.00 665.00 864.50

Joon Kim Associate Corporate - Investment Funds 2012 297.50 0.50 N/A 595.00 595.00 297.50

Austin Klar Associate Litigation - General 2013 9,225.00 20.50 7 450.00 450.00 9,225.00

91,052.00 175.10 520.00 450.00 78,795.00

153,901.50 277.30 555.00 450.00 124,785.00

150,495.00 237.00 635.00 450.00 106,650.00

251,302.50 372.30 675.00 450.00 167,535.00

14,060.00 18.50 760.00 450.00 8,325.00

162,071.00 191.80 845.00 450.00 86,310.00

1,062.00 1.20 885.00 450.00 540.00

Demetre Klebaner Associate Taxation 2016 8,242.50 15.70 N/A 525.00 525.00 8,242.50

Lucas J Kline Associate Litigation - General 2009 527,850.00 703.80 2 750.00 750.00 527,850.00

707,152.50 889.50 795.00 750.00 667,125.00

226,050.00 274.00 825.00 750.00 205,500.00

Max Klupchak Associate Corporate - M&A/Private Equity 2011 52,019.50 68.90 1 755.00 755.00 52,019.50

530,821.50 667.70 795.00 755.00 504,113.50


26 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Christopher Kochman Associate Restructuring 2015 65,268.00 117.60 2 555.00 555.00 65,268.00

49,084.50 76.10 645.00 555.00 42,235.50

1,282.50 1.90 675.00 555.00 1,054.50

Serafima Krikunova Associate Litigation - General 2012 39,405.00 55.50 1 710.00 710.00 39,405.00

26,425.00 35.00 755.00 710.00 24,850.00

Sam Kwon Associate IP Litigation 2013 40,876.50 68.70 1 595.00 595.00 40,876.50

147,129.50 231.70 635.00 595.00 137,861.50

Nick Laird Associate Litigation - General 2013 178,932.00 344.10 3 520.00 520.00 178,932.00

124,486.50 224.30 555.00 520.00 116,636.00

353,631.50 556.90 635.00 520.00 289,588.00

20,587.50 30.50 675.00 520.00 15,860.00

Christine Lehman Associate Taxation 2014 110,137.50 222.50 1 495.00 495.00 110,137.50

31,944.00 52.80 605.00 495.00 26,136.00

Teresa Lii Associate Restructuring 2014 185,355.00 411.90 3 450.00 450.00 185,355.00

480,376.50 897.90 535.00 450.00 404,055.00

505,989.00 887.70 570.00 450.00 399,465.00

338,618.00 509.20 665.00 450.00 229,140.00

Juan P Lopez Associate Corporate - General 2016 3,940.50 7.10 N/A 555.00 555.00 3,940.50

Caleb Lowery Associate Corporate - General 2016 3,150.00 6.00 1 525.00 525.00 3,150.00

721.50 1.30 555.00 525.00 682.50

Melanie MacKay Associate Litigation - General 2010 209,663.00 295.30 N/A 710.00 710.00 209,663.00

Christopher J Maner Associate Litigation - General 2012 182,665.00 307.00 1 595.00 595.00 182,665.00

34,353.50 54.10 635.00 595.00 32,189.50

Kevin McClelland Associate Restructuring 2016 97,807.50 186.30 3 525.00 525.00 97,807.50

143,911.50 259.30 555.00 525.00 136,132.50

32,572.50 50.50 645.00 525.00 26,512.50


27 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


4,522.50 6.70 675.00 525.00 3,517.50

Allison McDonald Associate Litigation - General 2013 30,680.00 59.00 1 520.00 520.00 30,680.00

54,945.00 99.00 555.00 520.00 51,480.00

James C Melchers Associate Corporate - General 2012 252,841.00 363.80 N/A 695.00 695.00 252,841.00

Mark D Menzies Associate Litigation - General 2014 168,142.50 249.10 2 675.00 675.00 168,142.50

253,612.00 333.70 760.00 675.00 225,247.50

200,232.00 247.20 810.00 675.00 166,860.00

Eric Merin Associate Litigation - General 2014 142,584.00 274.20 2 520.00 520.00 142,584.00

84,027.00 151.40 555.00 520.00 78,728.00

41,783.00 65.80 635.00 520.00 34,216.00

Sophie Milrom Associate Restructuring 2014 1,404.00 2.70 N/A 520.00 520.00 1,404.00

Timothy Mohan Associate Restructuring 2014 124,785.00 277.30 3 450.00 450.00 124,785.00

377,870.50 706.30 535.00 450.00 317,835.00

279,870.00 491.00 570.00 450.00 220,950.00

559,464.50 841.30 665.00 450.00 378,585.00

Kristen Molloy Associate Corporate - General 2015 180,132.00 353.20 1 510.00 510.00 180,132.00

148,352.00 243.20 610.00 510.00 124,032.00

Roxana Mondragon-Motta Associate Litigation - General 2011 148,627.50 223.50 1 665.00 665.00 148,627.50

88,608.00 124.80 710.00 665.00 82,992.00

David Moore Associate Corporate - General 2015 2,304.00 4.80 5 480.00 480.00 2,304.00

137,241.00 269.10 510.00 480.00 129,168.00

22,082.00 36.20 610.00 480.00 17,376.00

26,832.00 41.60 645.00 480.00 19,968.00

87,391.50 118.90 735.00 480.00 57,072.00

84,623.00 109.90 770.00 480.00 52,752.00

Jennie L Morawetz Associate Environment - Transactional 2013 2,337.00 4.10 1 570.00 570.00 2,337.00


28 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


1,875.50 3.10 605.00 570.00 1,767.00

Madelyn Morris Associate Litigation - General 2014 12,195.00 27.10 1 450.00 450.00 12,195.00

40,944.00 85.30 480.00 450.00 38,385.00

Jaran R Moten Associate Litigation - General 2013 37,024.00 71.20 N/A 520.00 520.00 37,024.00

Maryam F Mujahid Associate Environment - Transactional 2012 1,562.50 2.50 N/A 625.00 625.00 1,562.50

Michael Muna Associate Corporate - General 2013 33,975.00 75.50 1 450.00 450.00 33,975.00

43,680.00 91.00 480.00 450.00 40,950.00

Brett Murray Associate Restructuring 2013 283,972.00 546.10 2 520.00 520.00 283,972.00

635,750.00 1,017.20 625.00 520.00 528,944.00

202,958.00 305.20 665.00 520.00 158,704.00

Aaron J Newell Associate Environment - Transactional 2013 969.00 1.90 N/A 510.00 510.00 969.00

Caroline Nguyen Associate Restructuring 2013 1,875.00 3.00 N/A 625.00 625.00 1,875.00

Victor Noskov Associate Restructuring 2013 8,875.00 14.20 N/A 625.00 625.00 8,875.00

Julia Onorato Associate Executive Compensation 2014 2,061.50 3.10 N/A 665.00 665.00 2,061.50

Patrick Park Associate IP Litigation 2014 61,110.00 135.80 1 450.00 450.00 61,110.00

88,512.00 184.40 480.00 450.00 82,980.00

Jessica Peet Associate Restructuring 2014 117,104.00 225.20 2 520.00 520.00 117,104.00

50,687.50 81.10 625.00 520.00 42,172.00

4,189.50 6.30 665.00 520.00 3,276.00

Jonah Peppiatt Associate Restructuring 2015 162,960.00 339.50 2 480.00 480.00 162,960.00

245,939.50 459.70 535.00 480.00 220,656.00

317,946.00 557.80 570.00 480.00 267,744.00

Jessica Pettit Associate Litigation - General 2014 73,710.00 163.80 1 450.00 450.00 73,710.00

62,712.00 120.60 520.00 450.00 54,270.00

Erin Ramamurthy Associate Litigation - General 2014 24,921.00 42.60 N/A 585.00 585.00 24,921.00

Vivek Ratnam Associate Taxation 2015 1,900.00 4.00 N/A 475.00 475.00 1,900.00


29 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Julie Rhoades Associate Taxation 2012 12,083.50 14.30 N/A 845.00 845.00 12,083.50

C Harker Rhodes, IV Associate Litigation - Appellate 2014 26,314.50 33.10 N/A 795.00 795.00 26,314.50

Carleigh T Rodriguez Associate Environment - Transactional 2013 8,685.00 19.30 6 450.00 450.00 8,685.00

53,928.00 100.80 535.00 450.00 45,360.00

54,720.00 96.00 570.00 450.00 43,200.00

39,035.50 58.70 665.00 450.00 26,415.00

2,641.00 3.80 695.00 450.00 1,710.00

156.00 0.20 780.00 450.00 90.00

584.50 0.70 835.00 450.00 315.00

Jeremy Roux Associate IP Litigation 2014 13,545.00 30.10 2 450.00 450.00 13,545.00

76,896.00 160.20 480.00 450.00 72,090.00

34,354.50 61.90 555.00 450.00 27,855.00

Daniel Rudewicz Associate Restructuring 2016 36,000.00 75.00 5 480.00 480.00 36,000.00

50,490.00 99.00 510.00 480.00 47,520.00

18,056.00 29.60 610.00 480.00 14,208.00

37,797.00 58.60 645.00 480.00 28,128.00

39,322.50 53.50 735.00 480.00 25,680.00

3,003.00 3.90 770.00 480.00 1,872.00

Mark Salomon Associate Litigation - General 2015 18,945.00 42.10 1 450.00 450.00 18,945.00

38,544.00 80.30 480.00 450.00 36,135.00

Benjamin D Sandahl Associate Litigation - General 2009 26,775.00 35.70 N/A 750.00 750.00 26,775.00

Michael Saretsky Associate Environment - Transactional 2015 3,375.00 7.50 3 450.00 450.00 3,375.00

2,160.00 4.50 480.00 450.00 2,025.00

4,674.00 8.20 570.00 450.00 3,690.00

121.00 0.20 605.00 450.00 90.00

Max Schlan Associate Restructuring 2012 285,220.00 548.50 3 520.00 520.00 285,220.00


30 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


811,375.00 1,298.20 625.00 520.00 675,064.00

774,459.00 1,164.60 665.00 520.00 605,592.00

44,895.00 61.50 730.00 520.00 31,980.00

Mark F Schottinger Associate Litigation - General 2012 365,865.50 614.90 2 595.00 595.00 365,865.50

127,698.50 201.10 635.00 595.00 119,654.50

72,775.00 102.50 710.00 595.00 60,987.50

Reed Schuster Associate Corporate - Investment Funds 2014 5,212.50 7.50 N/A 695.00 695.00 5,212.50

Alexander Schwartz Associate Corporate - Capital Markets 2013 2,327.50 3.50 N/A 665.00 665.00 2,327.50

Christina Sharkey Associate Litigation - General 2014 14,940.00 33.20 1 450.00 450.00 14,940.00

97,008.00 202.10 480.00 450.00 90,945.00

Stephanie Shropshire Associate Litigation - General 2014 166,400.00 320.00 2 520.00 520.00 166,400.00

96,403.50 173.70 555.00 520.00 90,324.00

35,877.50 56.50 635.00 520.00 29,380.00

Ellen Sise Associate Litigation - General 2015 14,265.00 31.70 1 450.00 450.00 14,265.00

34,560.00 72.00 480.00 450.00 32,400.00

Daniel Sito Associate Taxation 2015 13,315.50 26.90 2 495.00 495.00 13,315.50

4,987.50 9.50 525.00 495.00 4,702.50

6,016.00 9.40 640.00 495.00 4,653.00

Aaron Slavutin Associate Restructuring 2011 275,548.00 529.90 2 520.00 520.00 275,548.00

685,750.00 1,097.20 625.00 520.00 570,544.00

282,226.00 424.40 665.00 520.00 220,688.00

Matthew Smart Associate Restructuring 2016 55,965.00 106.60 3 525.00 525.00 55,965.00

99,844.50 179.90 555.00 525.00 94,447.50

12,577.50 19.50 645.00 525.00 10,237.50

1,552.50 2.30 675.00 525.00 1,207.50

David A Snyder Associate Corporate - M&A/Private Equity 2011 32,875.00 52.60 N/A 625.00 625.00 32,875.00


31 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


John Song Associate Litigation - General 2015 225.00 0.50 N/A 450.00 450.00 225.00

Justin Sowa Associate Litigation - General 2013 291,788.00 490.40 7 595.00 595.00 291,788.00

312,356.50 491.90 635.00 595.00 292,680.50

715,751.00 1,008.10 710.00 595.00 599,819.50

951,073.50 1,259.70 755.00 595.00 749,521.50

478,987.50 602.50 795.00 595.00 358,487.50

379,320.50 448.90 845.00 595.00 267,095.50

445,893.50 492.70 905.00 595.00 293,156.50

136,515.00 143.70 950.00 595.00 85,501.50

Gregory Springsted Associate IP Litigation 2015 7,536.00 15.70 N/A 480.00 480.00 7,536.00

Ben Steadman Associate Corporate - Debt Finance 2015 151,425.00 336.50 1 450.00 450.00 151,425.00

286,800.00 597.50 480.00 450.00 268,875.00

Adam Stern Associate Litigation - General 2013 79,121.00 124.60 2 635.00 635.00 79,121.00

163,371.00 230.10 710.00 635.00 146,113.50

17,893.50 23.70 755.00 635.00 15,049.50

Sarah Stock Associate Litigation - General 2013 15,975.00 35.50 3 450.00 450.00 15,975.00

110,812.00 213.10 520.00 450.00 95,895.00

100,011.00 180.20 555.00 450.00 81,090.00

163,703.00 257.80 635.00 450.00 116,010.00

Thayne Stoddard Associate Litigation - General 2015 11,160.00 24.80 2 450.00 450.00 11,160.00

24,480.00 51.00 480.00 450.00 22,950.00

111.00 0.20 555.00 450.00 90.00

Pierson Stoecklein Associate Corporate - General 2011 50,062.50 80.10 N/A 625.00 625.00 50,062.50

Alexandra Strang Associate Litigation - General 2014 17,505.00 38.90 1 450.00 450.00 17,505.00

40,896.00 85.20 480.00 450.00 38,340.00

Jessica Subler Associate Corporate - Debt Finance 2014 4,860.00 10.80 2 450.00 450.00 4,860.00


32 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


1,444.50 2.70 535.00 450.00 1,215.00

1,197.00 2.10 570.00 450.00 945.00

Stella Tang Associate Corporate - General 2015 20,124.00 31.20 N/A 645.00 645.00 20,124.00

Nacif Taousse Associate Restructuring Pending 69,819.00 125.80 1 555.00 555.00 69,819.00

23,057.50 40.10 575.00 555.00 22,255.50

Nathan Taylor Associate Litigation - General 2015 17,010.00 37.80 2 450.00 450.00 17,010.00

33,312.00 69.40 480.00 450.00 31,230.00

29,082.00 52.40 555.00 450.00 23,580.00

Adam Teitcher Associate Litigation - General 2013 430,482.50 723.50 2 595.00 595.00 430,482.50

231,267.00 364.20 635.00 595.00 216,699.00

197,664.00 278.40 710.00 595.00 165,648.00

Anna Terteryan Associate Litigation - General 2014 75,690.00 168.20 7 450.00 450.00 75,690.00

349,824.00 728.80 480.00 450.00 327,960.00

644,299.50 1,160.90 555.00 450.00 522,405.00

795,015.00 1,359.00 585.00 450.00 611,550.00

519,656.00 764.20 680.00 450.00 343,890.00

363,660.00 501.60 725.00 450.00 225,720.00

386,856.00 477.60 810.00 450.00 214,920.00

122,145.00 143.70 850.00 450.00 64,665.00

Sharad Thaper Associate Restructuring 2017 10,191.00 15.80 N/A 645.00 645.00 10,191.00

Stephanie S Thibault Associate Litigation - General 2009 318,075.00 424.10 1 750.00 750.00 318,075.00

3,657.00 4.60 795.00 750.00 3,450.00

David Thompson Associate Corporate - M&A/Private Equity 2013 24,930.00 55.40 4 450.00 450.00 24,930.00

2,160.00 4.50 480.00 450.00 2,025.00

21,459.50 25.70 835.00 450.00 11,565.00

118,826.50 131.30 905.00 450.00 59,085.00


33 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


10,355.00 10.90 950.00 450.00 4,905.00

McClain Thompson Associate Litigation - General 2014 151,563.00 265.90 6 570.00 570.00 151,563.00

287,094.00 486.60 590.00 570.00 277,362.00

318,835.00 527.00 605.00 570.00 300,390.00

309,141.00 490.70 630.00 570.00 279,699.00

157,904.00 227.20 695.00 570.00 129,504.00

551,072.50 760.10 725.00 570.00 433,257.00

101,536.00 133.60 760.00 570.00 76,152.00

Jean Tinkham Associate Litigation - General 2013 24,908.00 47.90 N/A 520.00 520.00 24,908.00

Steven Torrez Associate Restructuring 2014 184,005.00 408.90 2 450.00 450.00 184,005.00

274,896.00 572.70 480.00 450.00 257,715.00

379,620.00 666.00 570.00 450.00 299,700.00

Holly R Trogdon Associate Litigation - General 2014 637,695.00 1,417.10 3 450.00 450.00 637,695.00

471,216.00 981.70 480.00 450.00 441,765.00

436,119.00 785.80 555.00 450.00 353,610.00

14,098.50 24.10 585.00 450.00 10,845.00

Kathleen P Turner Associate Corporate - General 2014 13,008.00 27.10 N/A 480.00 480.00 13,008.00

Bryan Uelk Associate Restructuring 2014 4,743.00 9.30 N/A 510.00 510.00 4,743.00

Patrick Venter Associate Restructuring 2016 120,435.00 229.40 3 525.00 525.00 120,435.00

381,174.00 686.80 555.00 525.00 360,570.00

268,449.00 416.20 645.00 525.00 218,505.00

144,990.00 214.80 675.00 525.00 112,770.00

Andrew D Walker Associate Corporate - M&A/Private Equity 2014 15,504.00 27.20 1 570.00 570.00 15,504.00

25,773.00 42.60 605.00 570.00 24,282.00

Jesse T Wallin Associate Corporate - M&A/Private Equity 2014 65,400.50 108.10 N/A 605.00 605.00 65,400.50

Neil E Walther Associate Restructuring 2010 87,115.00 131.00 N/A 665.00 665.00 87,115.00


34 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


Jenna Ward Associate Restructuring 2013 16,050.00 30.00 N/A 535.00 535.00 16,050.00

Kyle M Watson Associate Corporate - M&A/Private Equity 2013 2,261.00 3.40 N/A 665.00 665.00 2,261.00

Meg A Webb Associate Litigation - General 2017 2,990.00 5.20 N/A 575.00 575.00 2,990.00

Andrea Weintraub Associate Corporate - Debt Finance 2013 71,396.00 137.30 N/A 520.00 520.00 71,396.00

Andrew J Welz Associate Litigation - General 2011 620,469.00 2 N/A 710.00 710.00 620,469.00

504,642.00 N/A 755.00 710.00 474,564.00

954.00 N/A 795.00 710.00 852.00

Nicolas Wenker Associate Corporate - General 2015 480.00 1.00 N/A 480.00 480.00 480.00

Jason Whiteley Associate Corporate - M&A/Private Equity 2010 177,603.00 223.40 2 795.00 795.00 177,603.00

722,475.00 855.00 845.00 795.00 679,725.00

278,076.50 310.70 895.00 795.00 247,006.50

Charles D Wineland, III Associate IP Litigation 2013 75,972.00 146.10 3 520.00 520.00 75,972.00

257,853.00 464.60 555.00 520.00 241,592.00

86,487.00 136.20 635.00 520.00 70,824.00

34,627.50 51.30 675.00 520.00 26,676.00

Sara Winik Associate Litigation - General 2014 7,875.00 17.50 1 450.00 450.00 7,875.00

29,472.00 61.40 480.00 450.00 27,630.00

Spencer A Winters Associate Restructuring 2013 294,840.00 655.20 6 450.00 450.00 294,840.00

626,378.00 1,170.80 535.00 450.00 526,860.00

834,594.00 1,464.20 570.00 450.00 658,890.00

933,394.00 1,403.60 665.00 450.00 631,620.00

124,961.00 179.80 695.00 450.00 80,910.00

36,972.00 47.40 780.00 450.00 21,330.00

21,376.00 25.60 835.00 450.00 11,520.00

Eric P Yeager Associate Litigation - General 2013 5,928.00 11.40 N/A 520.00 520.00 5,928.00

Aparna Yenamandra Associate Restructuring 2013 301,496.00 579.80 8 520.00 520.00 301,496.00


35 RLF1 19191694v.1


Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


In this Application


Application

In this Application

at First Interim


712,187.50 1,139.50 625.00 520.00 592,540.00

851,931.50 1,281.10 665.00 520.00 666,172.00

872,788.00 1,195.60 730.00 520.00 621,712.00

631,237.50 814.50 775.00 520.00 423,540.00

638,860.00 751.60 850.00 520.00 390,832.00

1,016,496.00 1,123.20 905.00 520.00 584,064.00

696,004.00 728.80 955.00 520.00 378,976.00

395,711.50 397.70 995.00 520.00 206,804.00

Cassie Zhang Associate Corporate - Capital Markets 2012 21,063.00 35.40 N/A 595.00 595.00 21,063.00


RLF1 19191694v.1

Summary, by Individual Timekeeper, of Total Fees Incurred and Hours Billed During the Fee Period

Paraprofessional Name Position Department

Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases

Hourly Rate Billed Fees

Billed

In this Application


Application

In this Application

at First Interim


Anthony C Abate Paralegal Restructuring N/A 132.00 0.60 N/A 220.00 220.00 132.00

Deana Baglanzis Paralegal Corporate - General N/A 270.00 0.90 N/A 300.00 300.00 270.00

Ashley Britton Paralegal Litigation - Appellate N/A 1,190.00 3.50 N/A 340.00 340.00 1,190.00

Elizabeth Burns Paralegal Corporate - Debt Finance N/A 3,282.50 10.10 3 325.00 325.00 3,282.50

56,484.00 156.90 360.00 325.00 50,992.50

8,892.00 22.80 390.00 325.00 7,410.00

410.00 1.00 410.00 325.00 325.00

Jim Castro Paralegal Corporate - General N/A 1,802.00 6.80 N/A 265.00 265.00 1,802.00

Eric M Dellon Paralegal Litigation - General N/A 7,476.00 26.70 N/A 280.00 280.00 7,476.00

Stephanie Ding Paralegal Litigation - General N/A 94,789.50 486.10 4 195.00 195.00 94,789.50

189,441.00 902.10 210.00 195.00 175,909.50

54,802.00 249.10 220.00 195.00 48,574.50

70,868.00 253.10 280.00 195.00 49,354.50

59,029.50 200.10 295.00 195.00 39,019.50

Nathan Draper Paralegal Corporate - Investment Funds N/A 2,552.00 11.60 N/A 220.00 220.00 2,552.00

Gary A Duncan Paralegal Litigation - General N/A 57,540.00 205.50 2 280.00 280.00 57,540.00

231,930.00 773.10 300.00 280.00 216,468.00

24,097.50 76.50 315.00 280.00 21,420.00

Junelia J Edwards Paralegal Litigation - General N/A 2,915.00 11.00 N/A 265.00 265.00 2,915.00

Kristen Kelly Farnsworth Paralegal Litigation - General N/A 4,749.50 16.10 N/A 295.00 295.00 4,749.50

Michael S Fellner Paralegal Litigation - General N/A 21,850.00 87.40 5 250.00 250.00 21,850.00

190,641.00 719.40 265.00 250.00 179,850.00

15,708.00 56.10 280.00 250.00 14,025.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


7,781.00 25.10 310.00 250.00 6,275.00

24,375.00 75.00 325.00 250.00 18,750.00

3,944.00 11.60 340.00 250.00 2,900.00

Beth Friedman Paralegal Restructuring N/A 136,355.50 384.10 3 355.00 355.00 136,355.50

70,110.00 184.50 380.00 355.00 65,497.50

11,880.00 29.70 400.00 355.00 10,543.50

5,880.00 14.00 420.00 355.00 4,970.00

Jacob Goldfinger Paralegal Restructuring N/A 152,032.00 475.10 2 320.00 320.00 152,032.00

170,238.00 500.70 340.00 320.00 160,224.00

21,158.00 59.60 355.00 320.00 19,072.00

Shavone Green Paralegal Restructuring N/A 53,424.00 201.60 2 265.00 265.00 53,424.00

20,664.00 73.80 280.00 265.00 19,557.00

7,817.50 26.50 295.00 265.00 7,022.50

Joann Gu Paralegal IP Litigation N/A 345.00 1.50 N/A 230.00 230.00 345.00

Lisa A Horton Paralegal Litigation - General N/A 131,505.00 398.50 1 330.00 330.00 131,505.00

98,245.00 280.70 350.00 330.00 92,631.00

Paul M Jones Paralegal Litigation - General N/A 85,272.00 258.40 1 330.00 330.00 85,272.00

216,177.00 626.60 345.00 330.00 206,778.00

Daniel Judge Paralegal Litigation - Appellate N/A 1,197.00 3.80 N/A 315.00 315.00 1,197.00

Gabriel King Paralegal Litigation - General N/A 10,983.00 52.30 1 210.00 210.00 10,983.00

364.00 1.30 280.00 210.00 273.00

Christopher Lambert Paralegal Corporate - Debt Finance N/A 690.00 2.00 N/A 345.00 345.00 690.00

Rachel Landsman Paralegal Litigation - Appellate N/A 409.50 1.30 N/A 315.00 315.00 409.50

Travis J Langenkamp Paralegal Litigation - General N/A 217,595.00 621.70 3 350.00 350.00 217,595.00

105,302.00 284.60 370.00 350.00 99,610.00

73,944.00 189.60 390.00 350.00 66,360.00

82.00 0.20 410.00 350.00 70.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


Adrienne Levin Paralegal Litigation - General N/A 241,583.00 779.30 2 310.00 310.00 241,583.00

34,650.00 105.00 330.00 310.00 32,550.00

13,468.00 36.40 370.00 310.00 11,284.00

Maureen McCarthy Paralegal Restructuring N/A 21,087.00 63.90 2 330.00 330.00 21,087.00

16,485.00 47.10 350.00 330.00 15,543.00

296.00 0.80 370.00 330.00 264.00

David I Meresman Paralegal IP Litigation N/A 1,625.00 6.50 N/A 250.00 250.00 1,625.00

Jonathon P Merriman Paralegal Litigation - General N/A 12,650.00 57.50 1 220.00 220.00 12,650.00

23,920.00 104.00 230.00 220.00 22,880.00

Lauren Mitchell-Dawson Paralegal Environment - Transactional N/A 11,797.50 36.30 1 325.00 325.00 11,797.50

5,244.00 15.20 345.00 325.00 4,940.00

Bella More Paralegal Litigation - General N/A 3,816.00 10.60 1 360.00 360.00 3,816.00

23,066.00 60.70 380.00 360.00 21,852.00

Carrie Oppenheim Paralegal Restructuring N/A 1,044.00 3.60 3 290.00 290.00 1,044.00

6,138.00 19.80 310.00 290.00 5,742.00

162.50 0.50 325.00 290.00 145.00

304.00 0.80 380.00 290.00 232.00

Robert Orren Paralegal Restructuring N/A 213,469.00 736.10 4 290.00 290.00 213,469.00

331,359.00 1,068.90 310.00 290.00 309,981.00

197,275.00 607.00 325.00 290.00 176,030.00

147,628.00 434.20 340.00 290.00 125,918.00

20,862.00 54.90 380.00 290.00 15,921.00

Sharon G Pace Paralegal Litigation - General N/A 181,000.00 724.00 1 250.00 250.00 181,000.00

197,239.50 744.30 265.00 250.00 186,075.00

Nancy J Pittman Paralegal Litigation - General N/A 256.00 0.80 1 320.00 320.00 256.00

4,690.00 14.00 335.00 320.00 4,480.00

Meghan Rishel Paralegal Litigation - General N/A 103,175.00 412.70 5 250.00 250.00 103,175.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


374,365.50 1,412.70 265.00 250.00 353,175.00

30,380.00 108.50 280.00 250.00 27,125.00

57,257.00 184.70 310.00 250.00 46,175.00

106,015.00 326.20 325.00 250.00 81,550.00

13,838.00 40.70 340.00 250.00 10,175.00

Henry Rosas Paralegal Corporate - Debt Finance N/A 1,482.00 3.90 N/A 380.00 380.00 1,482.00

Mark Ruggiero Paralegal Litigation - General N/A 2,016.00 7.20 N/A 280.00 280.00 2,016.00

Laura Saal Paralegal Restructuring N/A 32,250.00 107.50 2 300.00 300.00 32,250.00

27,008.00 84.40 320.00 300.00 25,320.00

1,742.00 5.20 335.00 300.00 1,560.00

Robin F Soneson Paralegal Technology & IP Transactions N/A 155.00 0.50 N/A 310.00 310.00 155.00

Kenneth J Sturek Paralegal Litigation - General N/A 266,409.00 807.30 4 330.00 330.00 266,409.00

177,590.00 507.40 350.00 330.00 167,442.00

1,221.00 3.30 370.00 330.00 1,089.00

41,613.00 106.70 390.00 330.00 35,211.00

17,425.00 42.50 410.00 330.00 14,025.00

Charlotte M Willingham Paralegal Corporate - M&A/Private Equity N/A 364.00 1.30 1 280.00 280.00 364.00

1,023.00 3.30 310.00 280.00 924.00

Catalina Benech Junior Paralegal Litigation - General N/A 5,290.00 23.00 N/A 230.00 230.00 5,290.00

Jeanette L Boykins Junior Paralegal Litigation - Antitrust/Competition N/A 1,008.00 4.80 N/A 210.00 210.00 1,008.00

Daniel Czajkowski Junior Paralegal Litigation - Appellate N/A 240.00 0.80 N/A 300.00 300.00 240.00

Cristopher Djonovic Junior Paralegal Restructuring N/A 867.00 5.10 N/A 170.00 170.00 867.00

Jason Douangsanith Junior Paralegal Litigation - General N/A 146,016.00 748.80 3 195.00 195.00 146,016.00

35,014.00 170.80 205.00 195.00 33,306.00

5,992.00 21.40 280.00 195.00 4,173.00

2,360.00 8.00 295.00 195.00 1,560.00

Abdulyekinni A Fasinro Junior Paralegal Restructuring N/A 8,620.00 43.10 1 200.00 200.00 8,620.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


1,155.00 5.50 210.00 200.00 1,100.00

Julia Foster Junior Paralegal Restructuring N/A 242.00 1.10 N/A 220.00 220.00 242.00

Hyunjin Kim Junior Paralegal IP Litigation N/A 7,960.00 39.80 N/A 200.00 200.00 7,960.00

Hannah Kupsky Junior Paralegal Restructuring N/A 630.00 3.00 2 210.00 210.00 630.00

2,684.00 12.20 220.00 210.00 2,562.00

920.00 4.00 230.00 210.00 840.00

Charles R Lex Junior Paralegal Litigation - General N/A 1,029.00 4.90 N/A 210.00 210.00 1,029.00

Gayle M Lodygowski Junior Paralegal Litigation - General N/A 798.00 3.80 N/A 210.00 210.00 798.00

Meg McCarthy Junior Paralegal Litigation - General N/A 35,529.00 182.20 2 195.00 195.00 35,529.00

860.00 4.00 215.00 195.00 780.00

Theodora Misthos Junior Paralegal IP Litigation N/A 1,265.00 5.50 N/A 230.00 230.00 1,265.00

John Nedeau Junior Paralegal Restructuring N/A 57,375.00 337.50 1 170.00 170.00 57,375.00

2,952.00 16.40 180.00 170.00 2,788.00

David Reisman Junior Paralegal Corporate - General N/A 367.50 1.50 N/A 245.00 245.00 367.50

Samuel Schmidt Junior Paralegal IP Litigation N/A 460.00 2.30 N/A 200.00 200.00 460.00

Nisha Shah Junior Paralegal Corporate - Debt Finance N/A 9,768.00 44.40 N/A 220.00 220.00 9,768.00

Ellisa Shim Junior Paralegal IP Litigation N/A 9,400.00 47.00 N/A 200.00 200.00 9,400.00

Katelyn B Whitfield Junior Paralegal IP Litigation N/A 1,911.00 9.80 N/A 195.00 195.00 1,911.00

McKenzie Womack Junior Paralegal IP Litigation N/A 966.00 4.20 N/A 230.00 230.00 966.00

Barbara M Siepka Support Staff Corporate - General N/A 2,772.00 12.60 1 220.00 220.00 2,772.00

322.00 1.40 230.00 220.00 308.00

Madison Clark Junior Paralegal Litigation - General N/A 4,855.50 24.90 N/A 195.00 195.00 4,855.50

Michele Cohan Junior Paralegal Restructuring N/A 11,700.00 60.00 1 195.00 195.00 11,700.00

5,313.00 25.30 210.00 195.00 4,933.50

Natasha Nguyen Junior Paralegal IP Litigation N/A 5,128.50 26.30 N/A 195.00 195.00 5,128.50

Ned Rooney Junior Paralegal Litigation - General N/A 8,799.00 41.90 N/A 210.00 210.00 8,799.00

Lib Expert Witness Research Support Staff Admin Services N/A 690.00 2.00 N/A 345.00 345.00 690.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


Library Factual Research Support Staff Admin Services N/A 1,230.00 4.10 N/A 300.00 300.00 1,230.00



Library Business Research Support Staff Admin Services N/A 120.00 0.40 N/A 300.00 300.00 120.00

Library Business Research Support Staff Admin Services N/A 724.50 2.30 N/A 315.00 300.00 690.00

Library Document Retrieval Support Staff Admin Services N/A 235.00 1.00 N/A 235.00 235.00 235.00

Library Document Retrieval Support Staff Admin Services N/A 127.50 0.50 N/A 255.00 235.00 117.50

Lib Legislative Research Support Staff Admin Services N/A 150.00 0.50 N/A 300.00 300.00 150.00

Ruby A Allen Support Staff Admin Services N/A 532.00 2.80 N/A 190.00 190.00 532.00

Olivia Altmayer Support Staff Litigation - Antitrust/Competition N/A 1,430.00 6.50 2 220.00 220.00 1,430.00

822.50 3.50 235.00 220.00 770.00

32,364.50 132.10 245.00 220.00 29,062.00

Michael Y Chan Support Staff Admin Services N/A 3,465.00 16.50 1 210.00 210.00 3,465.00

9,900.00 45.00 220.00 210.00 9,450.00

Jungje Choi Support Staff Litigation - Antitrust/Competition N/A 1,092.00 4.20 N/A 260.00 260.00 1,092.00

Linda M Chuk Support Staff Admin Services N/A 41.00 0.20 3 205.00 205.00 41.00

562.50 2.50 225.00 205.00 512.50

2,016.00 8.40 240.00 205.00 1,722.00

675.00 2.70 250.00 205.00 553.50

Libby A Cooper Support Staff Admin Services N/A 440.00 2.00 N/A 220.00 220.00 440.00

Rhonda Dase Support Staff Admin Services N/A 2,889.00 10.70 N/A 270.00 270.00 2,889.00

Jenny C DeLeon Support Staff Admin Services N/A 75.00 0.30 1 250.00 250.00 75.00

1,007.00 3.80 265.00 250.00 950.00

Laurie K Dombrowski Support Staff Admin Services N/A 59.00 0.20 3 295.00 295.00 59.00

190.00 0.50 380.00 295.00 147.50

120.00 0.30 400.00 295.00 88.50

126.00 0.30 420.00 295.00 88.50


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


Eileen Drabek Support Staff Admin Services N/A 770.00 3.50 N/A 220.00 220.00 770.00

Stephanie D Frye Support Staff Admin Services N/A 43,416.00 160.80 1 270.00 270.00 43,416.00

15,457.00 53.30 290.00 270.00 14,391.00

Stephen P Garoutte Support Staff Admin Services N/A 14,140.00 70.70 4 200.00 200.00 14,140.00

12,984.00 54.10 240.00 200.00 10,820.00

3,525.00 14.10 250.00 200.00 2,820.00

11,236.00 42.40 265.00 200.00 8,480.00

3,080.00 11.00 280.00 200.00 2,200.00

Allison Graybill Support Staff Admin Services N/A 16,650.00 92.50 5 180.00 180.00 16,650.00

24,457.50 108.70 225.00 180.00 19,566.00

24,384.00 101.60 240.00 180.00 18,288.00

16,625.00 66.50 250.00 180.00 11,970.00

11,872.00 44.80 265.00 180.00 8,064.00

6,216.00 22.20 280.00 180.00 3,996.00

Daniel Hill Support Staff Admin Services N/A 3,440.00 17.20 1 200.00 200.00 3,440.00

6,557.50 30.50 215.00 200.00 6,100.00

Leah Lancaster Support Staff Admin Services N/A 15,180.00 75.90 1 200.00 200.00 15,180.00

9,660.00 46.00 210.00 200.00 9,200.00

Michael Lim Support Staff Admin Services N/A 147.50 0.50 N/A 295.00 295.00 147.50

Stacey A Otte Support Staff Admin Services N/A 295.00 1.00 N/A 295.00 295.00 295.00

Courtney R Reynolds Support Staff Admin Services N/A 190.00 1.00 N/A 190.00 190.00 190.00

Kenneth Sampson Support Staff Admin Services N/A 3,451.50 17.70 3 195.00 195.00 3,451.50

2,900.00 11.60 250.00 195.00 2,262.00

3,233.00 12.20 265.00 195.00 2,379.00

5,460.00 19.50 280.00 195.00 3,802.50

Elaine S Santucci Support Staff Admin Services N/A 13,435.50 68.90 3 195.00 195.00 13,435.50

580.50 2.70 215.00 195.00 526.50


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


5,850.00 26.00 225.00 195.00 5,070.00

3,924.50 16.70 235.00 195.00 3,256.50

Audrey Schlicht Support Staff Admin Services N/A 342.00 0.90 1 380.00 380.00 342.00

160.00 0.40 400.00 380.00 152.00

Linda A Scussel Support Staff Admin Services N/A 81,567.50 276.50 2 295.00 295.00 81,567.50

22,878.00 73.80 310.00 295.00 21,771.00

17,556.00 53.20 330.00 295.00 15,694.00

Catherine B Sullivan Support Staff Admin Services N/A 114.00 0.30 N/A 380.00 380.00 114.00

Cecilia Tesdahl Support Staff Litigation - Antitrust/Competition N/A 3,569.50 12.10 N/A 295.00 295.00 3,569.50

Mollie Tuomisto Support Staff Litigation - Antitrust/Competition N/A 775.50 3.30 1 235.00 235.00 775.50

4,710.00 15.70 300.00 235.00 3,689.50

Kurt J Wunderlich Support Staff Litigation - Antitrust/Competition N/A 2,050.00 4.10 4 500.00 500.00 2,050.00

7,008.50 13.10 535.00 500.00 6,550.00

35,952.00 64.20 560.00 500.00 32,100.00

9,272.00 15.20 610.00 500.00 7,600.00

5,712.00 8.40 680.00 500.00 4,200.00

Paige Barnum Support Staff Litigation - General N/A 235.00 1.00 N/A 235.00 235.00 235.00

Megan Buenviaje Support Staff Litigation - General N/A 280.00 1.00 N/A 280.00 280.00 280.00

Raul D Catungal Support Staff Litigation - General N/A 1,102.00 3.80 N/A 290.00 290.00 1,102.00

Mark Cuevas Support Staff Litigation - General N/A 157,383.00 542.70 2 290.00 290.00 157,383.00

162,719.00 524.90 310.00 290.00 152,221.00

8,417.50 25.90 325.00 290.00 7,511.00

Jigna Dalal Support Staff Litigation - General N/A 20,182.50 62.10 1 325.00 325.00 20,182.50

2,822.00 8.30 340.00 325.00 2,697.50

Song Lin Support Staff Litigation - General N/A 325.00 1.00 N/A 325.00 325.00 325.00

Anne R Lubinsky Support Staff Litigation - General N/A 448.00 1.60 1 280.00 280.00 448.00

88.50 0.30 295.00 280.00 84.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


Kate Marino Support Staff Litigation - General N/A 117.50 0.50 N/A 235.00 235.00 117.50

James P McIntyre Support Staff Litigation - General N/A 279.00 0.90 N/A 310.00 310.00 279.00

Muhammad A Rashid Support Staff Litigation - General N/A 3,277.00 11.30 N/A 290.00 290.00 3,277.00

Olivia Weyers Support Staff Litigation - General N/A 132.50 0.50 1 265.00 265.00 132.50

140.00 0.50 280.00 265.00 132.50

Colleen C Caamano Support Staff Litigation - General N/A 45,414.00 156.60 3 290.00 290.00 45,414.00

68,541.00 221.10 310.00 290.00 64,119.00

23,400.00 72.00 325.00 290.00 20,880.00

14,008.00 41.20 340.00 290.00 11,948.00

Kenneth Gazda Support Staff Litigation - General N/A 162.50 0.50 1 325.00 325.00 162.50

68.00 0.20 340.00 325.00 65.00

Jason Goodman Support Staff Litigation - General N/A 43,210.00 149.00 4 290.00 290.00 43,210.00

2,697.00 8.70 310.00 290.00 2,523.00

1,625.00 5.00 325.00 290.00 1,450.00

1,190.00 3.50 340.00 290.00 1,015.00

360.00 1.00 360.00 290.00 290.00

William G Marx Support Staff Litigation - General N/A 108,796.00 368.80 1 295.00 295.00 108,796.00

23,656.50 75.10 315.00 295.00 22,154.50

Chad M Papenfuss Support Staff Litigation - General N/A 304,912.00 1,033.60 3 295.00 295.00 304,912.00

562,464.00 1,785.60 315.00 295.00 526,752.00

218,097.00 660.90 330.00 295.00 194,965.50

25,357.50 73.50 345.00 295.00 21,682.50

Jonathan Rousseau Support Staff Litigation - General N/A 145.00 0.50 N/A 290.00 290.00 145.00

Antonio Soto Support Staff Litigation - General N/A 180.00 0.50 N/A 360.00 360.00 180.00

Katelyn Ye Support Staff Litigation - General N/A 15,051.00 51.90 3 290.00 290.00 15,051.00

961.00 3.10 310.00 290.00 899.00

162.50 0.50 325.00 290.00 145.00


RLF1 19191694v.1


Date of Admission

Fees Billed In this

Application


Application

Number of Rate

Increases


Billed

In this Application


Application

In this Application

at First Interim


7,106.00 20.90 340.00 290.00 6,061.00

Roman Bielski Support Staff Litigation - General N/A 46,399.50 147.30 N/A 315.00 315.00 46,399.50

Kenneth W Dyche Support Staff Litigation - General N/A 32,970.00 109.90 2 300.00 300.00 32,970.00

2,047.50 6.50 315.00 300.00 1,950.00

19,899.00 60.30 330.00 300.00 18,090.00

Giang Pettinati Support Staff Litigation - General N/A 2,392.50 8.70 2 275.00 275.00 2,392.50

5,133.00 17.40 295.00 275.00 4,785.00

2,112.50 6.50 325.00 275.00 1,787.50

Lina Slenys Support Staff Litigation - General N/A 1,050.00 3.50 N/A 300.00 300.00 1,050.00

Joshua L Urban Support Staff Litigation - General N/A 357.50 1.30 4 275.00 275.00 357.50

42,421.00 143.80 295.00 275.00 39,545.00

11,687.00 37.70 310.00 275.00 10,367.50

17,160.00 52.80 325.00 275.00 14,520.00

552.00 1.60 345.00 275.00 440.00

Marvin R Gibbons, Jr. Support Staff Litigation - General N/A 150.00 0.50 N/A 300.00 300.00 150.00

Matthew Smith Support Staff Litigation - General N/A 52,227.00 165.80 N/A 315.00 315.00 52,227.00

Carmelo A Soto Support Staff Litigation - General N/A 3,270.00 10.90 N/A 300.00 300.00 3,270.00

Will E Thomas Support Staff Litigation - General N/A 16,350.00 54.50 1 300.00 300.00 16,350.00

25,080.00 76.00 330.00 300.00 22,800.00

Thomas Mangne Support Staff Admin Services N/A 826.00 2.80 1 295.00 295.00 826.00

726.00 2.20 330.00 295.00 649.00

Taylor Poland Support Staff Admin Services N/A 880.00 4.00 N/A 220.00 220.00 880.00

Andrew Brniak Support Staff Support Staff N/A 2,040.50 7.70 N/A 265.00 265.00 2,040.50

Barbara L Jenifer Support Staff Support Staff N/A 1,343.00 7.90 N/A 170.00 170.00 1,343.00

Maria Negron Support Staff Support Staff N/A 1,365.00 7.00 N/A 195.00 195.00 1,365.00

Lorena Salazar Support Staff Secretary N/A 3,588.00 18.40 N/A 195.00 195.00 3,588.00



HOUSTON DIVISION



Defendants. _____________________________________


[PROPOSED] ORDER AWARDING FEES AND COSTS TO GOLDSTEIN & RUSSELL, P.C.

1. Pursuant to Federal Rule of Civil Procedure 23(g)(1), on January 13, 2014, this

Court appointed Andrew Kochanowski, Matthew Prebeg, and Scott Clearman as Class Counsel in

this litigation, and it designated Mr. Prebeg as lead counsel. [Docket No. 169]. The Court did not

provide instruction concerning attorney’s fees or taxable costs under F.R.C.P 23(g)(1)(D). This

Court certified a litigation class, the certification was upheld by the Fifth Circuit, counsel

negotiated a settlement of the claim, and the Court has preliminarily approved the settlement and

set the final approval hearing on October 4, 2018. As part of the settlement, Stream Energy, LLP

et al. (“Stream” or “Defendants”) have agreed not to oppose Plaintiff Class attorney’s fees and

costs of up to $10,275,000. [Docket No. 189-1]. In their ultimately successful effort to defend the

class certification in the Fifth Circuit, class counsel retained Goldstein & Russell, P.C., (G&R) on

a contingent basis, promising G&R between 16% and 18% of any attorney’s fees awarded.

2. Based on that agreement and its substantial contribution to the case as measured

using the “lodestar” method, G&R seeks $1,698,000 in fees and $5,182.65 in nontaxable costs, for


2

a total request of $1,703,182.65. F.R.C.P. 23(h)(1) allows a claim for an award of reasonable

attorney’s fees and nontaxable costs in a certified class action. For the reasons set forth below

pursuant to F.R.C.P. 52(a), the Court finds the application well-supported and concludes that the

application should be granted in full.

FACTS RELEVANT TO G&R’s PARTICIPATION IN THIS CASE

3. After this Court certified a litigation class in this matter, class counsel Prebeg and

Kochanowski approached G&R seeking help in opposing an appeal of that order. G&R is a

nationally recognized Supreme Court and appellate litigation boutique, with extraordinary

qualifications.

4. Prebeg and Kochanowski ultimately agreed to retain G&R on the terms set forth in

a retention agreement executed on June 26, 2014. This agreement specifies that, in the event of a

successful resolution of this case, G&R would be entitled to the following percentages from any

amount awarded as attorney’s fees: 18% of the first $5,000,000; 17% of the next $3,000,000; 16%

of any remaining amounts. G&R reasonably (and correctly) believed that Prebeg and

Kochanowski had authority to retain G&R for the class’s benefit on these terms. This agreement

was negotiated at arm’s length, and Prebeg and Kochanowski were motivated to bargain for the

lowest possible percentage in order to reserve more of the award for the other class counsel.

5. G&R subsequently represented the class as its primary appellate counsel from June

2014 through at least the end of 2017. In that capacity, G&R prepared numerous substantial filings

and conducted two oral arguments on behalf of the class. Among other things, G&R drafted and

filed or performed:

A. A brief opposing defendants’ Rule 23(f) petition,

B. A brief on the merits in the initial appeal,


3

C. A supplemental appendix for use by the Fifth Circuit in the appeal,

D. A post-argument supplemental brief ordered by the Fifth Circuit,

E. A Rule 28(j) letter respecting new authority,

F. Oral argument before the initial Fifth Circuit panel,

G. A petition for rehearing en banc,

H. A supplemental brief for the en banc Fifth Circuit,

I. An opposition to divided argument requested by defendants’ amici,

J. Oral Argument before the en banc Fifth Circuit,

K. A Rule 28(j) letter respecting post-argument submissions by defendants’ amici,

L. An opposition to rehearing before the en banc Fifth Circuit, and

M. A brief in opposition to certiorari before the United States Supreme Court.

6. This case required significant time and attention from G&R, and G&R provided it,

to the class’s benefit. That effort was required by the number of proceedings involved. It was also

required by the detailed record presented on appeal, and the resulting need for intensive record

review and research. This case also required an extraordinary amount of legal research, which

G&R likewise performed. This appeal was a long and hard-fought process in which defendants

were represented by extraordinary appellate specialists. It was appropriate for the class to retain

its own extraordinary appellate specialists, and for those specialists to expend a considerable

amount of time and attention in this case.

7. This case also required a considerable amicus effort, which G&R coordinated.

Strong amici are essential when the appellant has strong amici of its own (as defendants did here—

enlisting the U.S. Chamber of Commerce in their appeal). And they are particularly necessary for


4

a successful petition for rehearing en banc. G&R reasonably spent many hours recruiting amici

and coordinating their efforts.

8. These efforts are reflected in G&R’s detailed time records, which G&R carefully

audited and filed with the Court in connection with this petition. Those records reflect that Mr.

Eric Citron of G&R recorded 873 hours on this case, Mr. Thomas Goldstein recorded 62 hours,

Mr. Tejinder Singh recorded 14.75 hours, and Mr. Kevin Russell recorded 5.25 hours. In an

appropriate exercise of billing judgment Mr. Citron wrote off certain hours, and Mr. Citron and

Mr. Goldstein according submitted charges on only 855.50 hours and 60.75 hours respectively.

These hours underestimate G&R’s total time in the case because G&R did not submit time

expended in preparing this petition or assisting in settlement-related matters after December 29,

2017, nor did it submit time expended by its student law clerks and staff members, and it used

uncompensated outside mooters for some of its moot courts. In total, G&R performed at least 955

hours of work, and submitted 936.25 hours in connection with this case.

9. G&R submitted a declaration from Mr. David C. Frederick, an accomplished

appellate litigator who heads a similarly accomplished and specialized appellate and Supreme

Court litigation group at Todd, Figel & Frederick P.L.L.C., in Washington, D.C. Mr. Frederick’s

declaration was disinterested and credible. Mr. Frederick declared that the hours expended by

G&R attorneys on this case were reasonable, as were the rates they submitted in this fee

application. Mr. Frederick also credibly declared that G&R minimized unnecessary time expenses

by staffing this case leanly and assigning almost all of the work to Mr. Citron, one of G&R’s more

junior partners. Mr. Frederick further credibly declared that an appeal with a similar number of

stages, if litigated by a comparable competing firm, would likely have occupied substantially more

time than G&R expended on this case. Mr. Frederick also declared that he found G&R’s rates to


5

be reasonable in comparison to other similar firms, and that G&R’s total lodestar on this was

commensurate with or well below what similar firms would have charged.

10. For the foregoing reasons, the Court finds that G&R’s hours submitted in this

petition are reasonable and that G&R exercised appropriate billing judgment.

11. The Court also finds that G&R’s rates are reasonable. G&R sought its actual rates,

and it submitted persuasive evidence from various sources that those rates are customary among

appellate specialists with similar credentials, or even well below the current customary rates.

Based on Mr. Frederick’s declaration, Mr. Citron’s declaration, data from a National Law Journal

survey, and a public fee application submitted by comparable attorneys in a recent bankruptcy

filing, G&R has proven that a rate of at least $850 is customary for highly credentialed appellate

specialists like Mr. Citron, Mr. Russell, and Mr. Singh, and that a rate of at least $1,150 is

customary among extraordinary appellate advocates like Mr. Goldstein.

12. G&R’s total lodestar is also reasonable. After its voluntary write offs, G&R sought

a lodestar of $814,037.50 in attorney time expenses. That amount is reasonable based on the

reasonableness of the underlying hours and rates. It is also reasonable if considered as a whole.

Mr. Frederick credibly declared that the same work performed by a comparable, competing law

firm would likely cost in excess of $1,000,000.00. The Court finds that G&R exercised billing

judgment and reduced total costs by assigning the vast majority of the work to Mr. Citron, and that

its total lodestar is commensurate with or less than what a comparable firm would have incurred.

13. Mr. Citron credibly declared that G&R faces a complete demand on its time and

would have replaced any work it chose not to do in this case with an available stable of full-freight

work of its choosing. G&R has doubled in size during the time of this litigation from four attorneys


6

to eight. This growth reflects the availability of replacement work, and the competitive nature of

G&R’s rates.

14. G&R understood at the time that it undertook this representation that there was a

substantial risk of non-recovery, particularly because the Rule 23(f) petition had already been

granted. The contingency arrangement that it negotiated reflected its risk. Mr. Citron credibly

explained that, in G&R’s typical contingency arrangements, the firm often seeks a multiplier of at

least 3X on its time, especially when it believes there is a substantial risk of a zero recovery. The

court finds that G&R might not have accepted this representation absent some assurance that it

could recover the percentage of the attorneys’ fee it negotiated.

15. The Court also finds that G&R contributed valuably to a very successful result in

this case. It is rare to successfully petition for rehearing en banc and convince the Court of Appeals

to reverse a panel decision. The course of this appeal demonstrates that this case was novel and

difficult and that G&R’s expertise as appellate litigators allowed it to achieve an excellent result

for the class in the Court of Appeals.

16. G&R incurred a total of $5,182.65 of expenses in this matter for which it seeks

reimbursement. This includes $1,250 for the printing of the brief in opposition to certiorari and

the remainder for travel associated with the oral arguments in the Court of Appeals.

LEGAL ANALYSIS RESPECTING G&R’s REQUESTED AWARD

Based on the foregoing facts, this Court concludes that G&R’s fee request is reasonable

and justified and should be granted in full. As an initial matter, I conclude that G&R’s request is

reasonable based on the value of the settlement to the class relative to the total fees sought and

G&R’s arm’s length agreement entitling it to a percentage of those fees. I also conclude that cross-

checking the requested award against the lodestar method and the factors set forth in Johnson v.


7

Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974), results in a multiplier on G&R’s

lodestar that is very reasonable. Were a higher multiplier necessary, it would be justified as well.

I. Legal Standard

Courts may award reasonable attorney’s fees as part of a class action settlement. Fed. R.

Civ. P. 23(h). The Court “may award reasonable attorney’s fees … that are authorized by law or

by the parties' agreement.” Id. Here, Plaintiffs are entitled to attorney’s fees under the parties’

agreements, as well as under RICO, 18 U.S.C. § 1961 et seq.

As part of its duty to review and approve a class action settlement, the Court must

determine whether the agreed-upon attorney’s fees are reasonable. Strong v. BellSouth

Telecommunications, Inc., 137 F.3d 844, 849 (5th Cir. 1998). Courts encourage litigants to resolve

fees by agreement. Johnson, 488 F.2d at 720. When the amount of fees is agreed upon, is separate

and apart from the class settlement, and has been negotiated after the other terms have been agreed,

the attorneys’ fee is presumed to be reasonable. See DeHoyos v. Allstate Corp., 240 F.R.D. 269,

322–23 (W.D. Tex. 2007). That is what happened in this case: The parties reached a settlement

and then negotiated a separate fund for attorney’s fees and expenses. Nevertheless, the Court must

independently analyze the reasonableness of the fee.

Courts in the Fifth Circuit typically use one of two methods for calculating attorney’s fees

in class actions: (1) the percentage method, in which the court awards fees as a reasonable

percentage of the common fund; or (2) the lodestar method, in which the court computes fees by

multiplying the number of hours reasonably expended on the litigation by a reasonable hourly rate

and, in its discretion, applying an upward or downward multiplier.” Union Asset Mgmt. Holding

A.G. v. Dell, Inc., 669 F.3d 632, 642–43 (5th Cir. 2012). The “flexibility to choose between the

percentage and lodestar methods in common fund cases, with [its analysis] under either approach


8

informed by” the 12-factor test that is outlined in Johnson. Id. at 644; see also Evans v. TIN, Inc.,

No. 11-2067, 2013 WL 4501061 (E.D. La. Aug. 21, 2013).

The twelve Johnson factors are: (1) the time and labor required, (2) the novelty and

difficulty of the issues, (3) the skill required to perform the legal services properly, (4) the

preclusion of other employment, (5) the customary fee, (6) whether the fee is fixed or contingent,

(7) time limitations imposed by the client or the circumstances, (8) the amount involved and the

results obtained, (9) the experience, reputation, and ability of the attorneys, (10) the undesirability

of the case, (11) the nature and length of the professional relationship with the client, and

(12) awards in similar cases. Johnson, 488 F.2d at 717–19.

II. Analysis of requested attorney’s fees and expenses.

A. The percentage-of-the-fund calculation justifies the requested fee award.

In this case, there is not a single “common fund,” but instead two separate settlement

funds—one for the Class and one to pay attorney’s fees and costs. This “is a well-recognized

variant of a common-fund arrangement” which has been called a “constructive common fund.” In

re Heartland Payment Sys., Inc. Customer Data Breach Litig., 851 F. Supp. 2d 1040, 1072 & n.22

(S.D. Tex. 2012) (collecting cases). Importantly, because of this arrangement, Class Counsel’s fee

request does not diminish the recovery by the Class. Cf. In re Vitamins Antitrust Litig., Misc.

Action No. 990197, 2001 WL 34312839, at *12 (D.D.C. July 16, 2001).

Because this settlement is a variation on a common fund, the fees and costs are properly

included in the settlement valuation. See, e.g., Johnston v. Comerica Mortg. Corp., 83 F.3d 241,

245–46 (8th Cir. 1996). (“The award to the class and the agreement on attorney fees [and costs]

represent a package deal. Even if the fees are paid directly to the attorneys, those fees are still best

viewed as an aspect of the class’ recovery.”); see also Vista Healthplan, Inc. v. Warner Holdings


9

Co. III, 246 F.R.D. 349, 364 (D.D.C. 2007) (explaining that “because the attorneys’ fees are borne

by defendants and not plaintiffs, they represent a valuable part of the settlement”).

As discussed in its order finally approving the settlement, the Court finds that the settlement is

worth at least $46,000,000 to $92,296,000 to the Class (excluding the value of attorney’s fees and

expenses). Defendants then agreed to establish a separate fund for attorney’s fees and expenses

“up to $10,275,000.” Most common-fund fee awards fall between 20% and 30% of the fund. See

Gooch v. Life Invs. Co. of Am., 672 F.3d 402, 426 (6th Cir. 2012). The Ninth and Eleventh Circuit

generally use a 25% benchmark for common-fund cases. See, e.g., Faught v. American Home

Shield Corp., 668 F.3d 1233, 1243 (11th Cir. 2011); In re Mercury Interactive Corp. Securities

Litig., 618 F.3d 988, 992 n.1 (9th Cir. 2010)). The Second and Third Circuits caution district

courts not to use a rigid benchmark but instead to consider the circumstances of each case based

on factors like the Fifth Circuit’s Johnson factors. See Sullivan v. DB Investments, Inc., 667 F.3d

273, 333 (3d Cir. 2011). A benchmark may be used as a starting point and then adjusted up or

down under the Johnson factors, or those factors can be applied as part of deciding the benchmark.

In re Heartland Payment Sys., 851 F. Supp. 2d at 1080.

After considering the caselaw, the empirical studies provided by Plaintiffs, the settlement in this

case, and the evidence presented to it, the Court finds that a fee award of $10,275,000—or, 10%

to 18% of the recovery—is fair and reasonable and falls within the appropriate benchmark.

The Court also finds that the fee-sharing agreements negotiated between G&R and class

counsel at arm’s length entitles G&R to the amount it seeks based on the formula set forth in that

agreement. “The fee quoted to the client or the percentage of the recovery agreed to is helpful in

demonstrating the attorney's fee expectations when he accepted the case.” Forbush v. J.C. Penney

Co., 98 F.3d 817, 824 (5th Cir. 1996) (internal quotation marks omitted). In this case, that retention


10

agreement demonstrates the expectations of the clients and attorneys related to the recovery of

fees. Accordingly, the Court finds that G&R is entitled to $1,698,000.00 in attorney’s fees, which

the Court finds to be fair and reasonable given the evidence presented and as confirmed by the

Johnson factors.

B. The lodestar calculation justifies the requested fee award.

The Court can also use the lodestar method to determine a reasonable fee or cross-check

the percentage analysis. Strong, 137 F.3d at 850. The Court calculates the lodestar by multiplying

the reasonable hours expended by a reasonable fee. Id. Once the lodestar has been calculated, the

Fifth Circuit applies the Johnson factors to assess the reasonableness of the fee and may use a

multiplier to adjust the lodestar upward or downward. Id.

G&R provided detailed time records of the work its representatives performed on behalf

of the class, which the firm also carefully audited to ensure accuracy and avoid billing for

unproductive time. As described in the factual findings above, see ¶¶5-12, supra, G&R’s total

submitted lodestar of approximately $814,037.50 in attorney time expenses represents a reasonable

number of hours and reasonable hourly fees, and is likely less than a comparable firm would have

incurred in a comparable case. “An attorney’s requested hourly rate is prima facie reasonable

when he requests that the lodestar be computed at his or her customary billing rate, the rate is

within the range of prevailing market rates, and the rate is not contested.” In re Heartland Payment

Sys., 851 F. Supp. 2d at 1087 (internal citation omitted). Because G&R’s hours, rates, and total

lodestar all compare favorably to the hours, rates, and likely total expenses for similarly situated

firms conducting a similarly complicated, four-year appeal process, I conclude that G&R’s

lodestar of $814,037.50 in attorney time is reasonable and likely conservative. G&R also recorded

and submitted receipts for $5,182.65 in expenses, which the Court likewise finds to be reasonable.


11

G&R also exercised billing judgment by, for example, omitting hours spent on

unproductive time, time related to the settlement process after Dec. 29, 2017, and considerable

time spent preparing this fee application.

C. Application of the Johnson Factors.

Given that the hours expended and hourly rates are reasonable, the Court now assesses the

reasonableness of the lodestar in light of the Johnson factors. The Johnson factors likewise support

a lodestar of $814,037.50, as well as the multiplier of 2.08 that results from G&R’s request for the

fees required by its agreement with class counsel.

This action involved novel and difficult issues. Plaintiffs’ claims involve complex legal

issues applying the RICO statute to an alleged multi-level marketing pyramid scheme. The case

also involved complex factual issues, including complex hierarchical and pay structures. The

multiple interlocutory appeals in this case, including a rehearing en banc at the Fifth Circuit, are

further indication of the case’s complexity and novelty. Skilled and specialized appellate

advocates were necessary to perform the legal services properly. This was a complex action in a

specialized area of law. Defendants put forth a vigorous defense, and retained similarly specialized

and accomplished appellate advocates to present their arguments in this case. G&R’s attorneys on

this case, principally Mr. Citron and Mr. Goldstein, are experienced, reputable, and able appellate

advocates, and they brought their considerable expertise to bear in successfully litigating this

action.

G&R obtained an excellent result in this case considering both its victory on the appeal

before the en banc Fifth Circuit, and the final settlement that class counsel negotiated for the class.

G&R and other class counsel have successfully vindicated Class members’ rights; not only does

the class have the option of receiving 20% of its net loss and completely disassociating itself from


12

defendants, but the class also has the option of attempting the business venture anew, with much

lower and fairer associated costs. Based on the likely elections of class members, the monetary

value of the settlement to the class is substantial.

The time and labor required in this case were significant. G&R and other class counsel

took the case on a contingent basis, and G&R’s and other class counsel’s litigation of this case

precluded other employment. As discussed previously, G&R’s investment of time and effort in

this case was extensive, precluded other employment, and came with no guarantee of eventual

compensate. See ¶¶5-12, 13, 14.

Given their complexity and difficulty, cases like this one are often seen as undesirable by

attorneys. These cases are often costly, time-consuming, and difficult. G&R litigated this case on

appeal alone for four years, without assurance of final success on the merits and recovery of fees.

When it accepted class counsel’s retention agreement, and for the many years thereafter, G&R

faced the distinct possibility that it would receive nothing for its time and labor.

Given the empirical data presented by the plaintiffs, the Court finds that the fee award here

is reasonable and fair compared to other consumer class actions and similar types of cases.

The Johnson factors just discussed apply to deciding whether the lodestar is reasonable, as

well as to adjusting that award by a multiplier once the lodestar is calculated. Abrams v. Baylor

College of Medicine, 805 F.2d 528, 536 (5th Cir. 1986). District courts within the Fifth Circuit

have found upward adjustments (or, enhancements) appropriate if counsel took the case on a

contingency basis. See, e.g., Klein v. O’Neil, Inc., 705 F. Supp. 2d 632, 678 (N.D. Tex. 2010)

(percentage method); DeHoyos, 240 F.R.D. at 330 (lodestar).


13

As discussed above, the relevant Johnson factors support an enhancement of G&R’s

lodestar consistent with its arm’s length and ex-ante fee agreement with class counsel. Thus, the

Court applies a modest 2.08 multiplier and enhances G&R’s lodestar from $814,037.50 to

$1,698,000.00 in fees, along with the $5,182.65 in requested expenses. The Court also finds that

a higher multiplier would be justified to ensure that G&R receives the amount required by its

agreement even if its lodestar were for some reason to be calculated at a lower figure. If G&R

incurs additional fees or expenses in its representation of plaintiffs or the certified class, or if other

circumstances warrant the Court’s further attention, G&R may file amended or supplemental

applications for fees or expenses, if necessary.

Accordingly, the Court GRANTS the Motion and AWARDS G&R $1,703,182.65,

representing $1,698,000.00 in attorney’s fees and $5,182.65 in costs and reimbursable litigation

expenses.

Signed on ___________________, 2018.

______________________________

Hon. Kenneth M. Hoyt United States District Judge


IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN ... · Pursuant to Federal Rules of Civil...

Documents

Transcript of IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN ... · Pursuant to Federal Rules of Civil...