FOX ROTHSCHILD LLP Yann Geron Nicole N.

Santucci 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900 Attorneys for Yann Geron, Chapter 7 Trustee

Presentment Date: August 10, 2010 At: 12:00 p.m.

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

Chapter 7 Case No. 09-15631 (ALG)

TRUSTEES APPLICATION FOR APPROVAL OF CONFIDENTIALITY STIPULATION AND PROTECTIVE ORDER BETWEEN THE TRUSTEE AND MPC INSURANCE, LTD. TO THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE: Yann Geron (the Trustee), as chapter 7 trustee of the estate of Thelen LLP (the Debtor or Thelen), the above-captioned debtor, by his attorneys, Fox Rothschild LLP, as and for his application (the Application), for approval, pursuant to 11 U.S.C. 105(a) and 107(b) and Rule 9018 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), of a confidentiality stipulation and protective order between the Trustee and MPC Insurance, Ltd. (MPC), which, in general terms, provides for (i) certain documents and information relating to malpractice claims against the Debtor and its professionals and the Debtors equity in MPC to be provided by MPC to the Trustee, and (ii) such documents and information provided by MPC to the Trustee to be subject to a protective order to preserve the confidentiality of sensitive information, upon information and belief, respectfully sets forth and represents:

Jurisdiction 1. This Court has jurisdiction over this case and Application pursuant to 28

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

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

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

Thereafter, the Debtor began its wind-down process under the guidance of a dissolution

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

the Debtors interest in MPC. Trustee has requested certain documents and information from MPC in order to determine the nature and extent of the Debtors equity in MPC. In response to the Trustees request, MPC advised the requested documents and information are confidential and that MPC would be prepared to share them with the Trustee provided that he enter into a confidentiality agreement. Relief Requested 6. By this motion, the Trustee requests that this Court so order and enter the

confidentiality stipulation and protective order, dated July 21, 2010, between the Trsutee and MPC (the Stipulation). A copy of the Stipulation is annexed as Exhibit A. As is further detailed below, the Stipulation is necessary and in the best interests of the Debtors estate because it provides for the most efficient and cost effective method for the Trustee to obtain the requested documents and information from MPC notwithstanding the confidentiality concerns relating to such documents and information.

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7.

Section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 allow

this Court to protect the estate or any entity with respect to a trade secret or other confidential research, development, or commercial information. 8. In addition to the authority granted under Section 107(b) of the

Bankruptcy Code and Bankruptcy Rule 9018, Section 105(a) of the Bankruptcy Code authorizes this Court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [Title 11]. 9. Prior to the Petition Date, MPC arranged for and provided, through

reinsurance, malpractice insurance to the Debtor and its professionals. The Debtor is a member in MPC and, as a member, has an equity interest in MPC. 10. It is in the estates best interest to promptly liquidate the Debtors equity

in MPC. In order to do so, the Trustee requires certain documents and information currently in the possession of MPC (all documents and information sought by the Trustee from MPC are collectively referred to as the Discovery Materials). 11. MPC is agreeable to sharing the Discovery Materials with the Trustee

provided that the Trustee limits disclosure of such materials to his attorneys or other limited parties as provided for in the Stipulation. The Trustee believes that the Stipulation is the most effective means of balancing the estates desire to promptly liquidate its interest in MPC and MPCs desire that the Discovery Materials, which are not publicly available and could have adverse effects upon MPC if shared with third parties, remain confidential. 12. For all of the foregoing reasons, the Trustee respectfully submits that the

Stipulation is in the best interest of the Debtors estate and requests that it be so ordered.

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NOTICE AND PROCEDURE 13. Notice of this Application has been served upon counsel to the Debtor,

counsel to Citibank, N.A., counsel to MPC, all parties requesting notice, and the Office of the United States Trustee. 14. This motion does not raise any novel issues of law and does not require

consideration of authorities other than those cited herein. Accordingly, the Trustee respectfully requests that the Court dispense with and waive the requirement of Local Rule 9006-1(c) relating to the submission of an accompanying memorandum of law. NO PRIOR RELIEF 15. Except as detailed herein, no other application for relief sought herein has

been made to this or any other court. WHEREFORE, the Trustee respectfully requests that that this Court so order and enter the Stipulation, substantially in the form annexed hereto as Exhibit A, and that he be granted such other and further relief as is just. Dated: New York, New York July 26, 2010 FOX ROTHSCHILD LLP Attorneys for Yann Geron, Chapter 7 Trustee

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

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UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re THELEN LLP, Debtor. Chapter 7 Case No. 09-15631 (ALG)

CONFIDENTIALITY STIPULATION AND PROTECTIVE ORDER BETWEEN THE TRUSTEE AND MPC INSURANCE, LTD. This Stipulation (the Stipulation or Protective Order) is entered into by and between the undersigned counsel, acting for and on behalf of their respective clients: (a) Yann Geron, Esq., in his capacity as Trustee in the Chapter 7 Case of Thelen LLP (the Debtor), and (b) MPC Insurance, Ltd. (MPC). WHEREAS, on September 18, 2009, the Debtor commenced a voluntary case (Chapter 7 Case) under chapter 7 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the Court); WHEREAS, Yann Geron, Esq. is the duly appointed Trustee of the Debtors estate; WHEREAS, MPC arranged for and provided, through reinsurance, malpractice insurance to the Debtor and its professionals prepetition; WHREREAS, the Debtor is a member of MPC and, as a member, has an equity interest in MPC; WHEREAS, various claimants have or may assert malpractice claims against the Debtor and its professionals that were or are covered by the reinsurance provided by MPC; WHEREAS, the Trustee is interested in reducing the Debtors equity interest in MPC to money for the benefit of the Debtors estate and has requested that MPC produce

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without formal discovery certain documents and provide certain information relevant to malpractice claims against the Debtor and its professionals and to the Debtors equity interest in MPC (all documents and information to be provided by MPC to the Trustee, whether informally or pursuant to discovery procedures, the Discovery Materials); WHEREAS, nothing in this Stipulation and Order shall be construed to require MPC to produce or otherwise make available any Discovery Materials; WHEREAS, MPC has requested, and the Trustee has agreed, that certain Discovery Materials be subject to a protective order, pursuant to Fed. R. Bankr. P. 7026 and 9018, to protect the confidentiality of sensitive information; and WHEREAS, the Trustee and MPC have entered into this Stipulation and agreed to be bound by its terms; NOW, THEREFORE, IT IS HEREBY STIPULATED, AGREED, AND UPON COURT APPROVAL HEREOF, IT IS ORDERED THAT: 1. MPC may designate as Confidential that portion of any Discovery

Materials that MPC in good faith believes meets any of the criteria in subparagraphs (a) - (c) below, provided that Confidential Discovery Materials shall not include: information that is at any time independently developed by the Trustee without use of or reliance upon any of MPCs Discovery Materials; information rightfully acquired by the Trustee from an independent source without restrictions as to use; information that was, prior to disclosure, rightfully in the possession or knowledge of the Trustee; information that is publicly available in substantially the same form in which it was provided by MPC; information that is required by law to be made available to third parties; information that was, is or becomes public knowledge, not in violation

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of this Protective Order; or information that is voluntarily de-designated by MPC. Subject to these conditions and limitations, MPC may designate the following as Confidential: (a) professionals; (b) information concerning the financial condition of MPC and the calculation information concerning any malpractice claim against the Debtor or its

of members equity interests therein; (c) information that is considered by MPC in good faith to constitute

confidential business information, including information concerning claims and the operation of MPCs business; and (d) any category of information hereinafter given Confidential status by

agreement between the Trustee and MPC. 2. MPC may designate Discovery Materials as Confidential by physically

applying that legend thereto. In the case of data transmitted in electronic form, the legend shall be deemed applied if the transmittal letter or email indicates that the contents, enclosures, or attachments thereto are Confidential. 3. Discovery Materials that have been designated Confidential shall be

maintained in confidence and shall not be shared by the Trustee with any person other than: (i) persons who authored or who were the original recipients of the document at issue; (ii) Fox Rothschild LLP as counsel to the Trustee, including its attorneys, legal assistants, paralegals, secretarial, and other staff, on a need-to-know basis; (iii) professional firms or persons retained by the Trustee to provide specialized advice in connection with the Chapter 7 Case, on a need-toknow basis; (iv) outside vendors such as copy services or document management vendors used

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by the Trustee, on a need-to-know basis; (v) the Court (in accordance with Paragraph 5); and (vi) other persons upon further order of the Court or consent of MPC. 4. In the event the Trustee in good faith believes that particular Discovery

Materials designated Confidential are not entitled to that designation, he shall inform MPC of that belief. If neither the Trustee nor MPC moves for the Court to resolve the dispute within 20 business days following such notice, the disputed Discovery Material shall no longer be deemed Confidential; if any such motion is made, the Discovery Material shall continue to be Confidential unless and until the Court orders otherwise. Any such motion may be presented to the Court for resolution on an expedited basis. 5. Counsel for the Trustee shall provide a copy of this Protective Order to a

representative of any professional firm, vendor or individual other than Fox Rothschild who is retained by the Trustee, and the firm or vendor representative or individual, as the case may be, must execute a Non-Disclosure Declaration in the form annexed as an Exhibit hereto prior to the firm or individual receiving any Confidential information. 6. All Confidential information filed with the Court, and all portions of

pleadings, motions or other papers filed with the Court that disclose Confidential Discovery Materials, shall be filed under seal with the Clerk of the Court and kept under seal until further order of the Court. 7. If the Trustee is required by law to provide Confidential Discovery

Materials to any third party, the Trustee shall first provide prompt prior written notice to counsel for MPC, and MPC shall be given a reasonable opportunity to seek protection from a court. 8. No later than twenty days after the final resolution of any disputes

between the Debtor and MPC concerning Debtors equity interest in MPC, each of the Debtor

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and MPC, through their respective attorneys, shall either (i) return to the other all Confidential Discovery Materials received by it from the other hereunder that still (a) qualify as Confidential Discovery Materials hereunder and (b) are in its possession or control, or (ii) certify to the other that it has destroyed all such Confidential Discovery Materials. Dated: New York, New York July 21, 2010 MPC INSURANCE, LTD. By: /s/ Joshua Dorchak_____________ Joshua Dorchak ([email protected]) BINGHAM McCUTCHEN LLP 399 Park Ave. New York, New York 10022 Telephone: (212) 705-7000 Facsimile: (212) 752-5378 Attorneys for MPC Insurance, Ltd. YANN GERON, ESQ., TRUSTEE By: _/s/ Yann Geron_____________ ([email protected]) FOX ROTHSCHILD LLP 100 Park Ave., Suite 1500 New York, New York 10017 Telephone: (212) 878-7900 Facsimile: (212) 692-0940 Attorneys for Yann Geron, Esq., Trustee

SO ORDERED this ___ day of July, 2010:

___________________________ UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT NON-DISCLOSURE DECLARATION I, __________________________________, declare under penalty of perjury, the following: I reside at ________________________________ in the City/ County of __________________________ and State of _______________________; I have read the Confidentiality Stipulation and Protective Order between the Trustee and MPC Insurance Ltd. in the matter entitled In re Thelen LLP, Case No. 09-15631 (ALG), which is pending in the United States Bankruptcy Court for the Southern District of New York; I am fully familiar with and agree to comply with and be bound by the provisions of that Protective Order and consent to the jurisdiction of the United States Bankruptcy Court for the Southern District of New York; and I will not divulge to persons other than those specifically authorized by the Protective Order any information designated as Confidential. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Dated: ___________________

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