--- type: court_doc id: "court_ctb_250_14" court: "CTB" case_no: "22-50073" doc_number: 250 doc_type: "EXHIBIT" filed_date: "2022-04-22" lang: "en" machine_translated: false url: "https://mubeitech.com/en/court/court_ctb_250_14" json_url: "https://mubeitech.com/api/court/court_ctb_250_14" --- # Guo Wengui / Miles Guo — bankruptcy case · EXHIBIT · ECF #250-14 EXHIBIT PAX 14 Transcript of the April 8, 2022 Deposition of Craig Jalbert Case 22-50073 Doc 250-14 Filed 04/22/22 Entered 04/22/22 16:59:37 Page 2 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION ------------------------------------------x IN RE: Chapter 11 HO WAN KWOK, Case No. 22-50073(JAM) Debtor. ------------------------------------------x DATE: April 8, 2022 TIME : 1 0 : 1 7 A. M . VIDEO-RECORDED DEPOSITION OF CRAIG JALBERT of VERDOLINO & LOWEY, P.C., in the above entitled matter, at the above date and time, held at the offices of O'Melveny & Myers LLP, 7 Times Square, New York, New York 10036, by Lenaya Lynch, a Notary Public and Shorthand Reporter of the State of New York. Page 1 I　2 APPEARANCES:　1　C. JALBERT 3 O'MEL VENY & MYERS LLP　2　York. My name is Jonathan Difilippo Attorneys for PACIFIC ALLIANCE ASIA 4 OPPORTIJNITY FUND LLP　3　from the firm Veritext and I am the 7 Times Square, 30th Floor　4　videographer. The Court Reporter is 5 New York, New York 10036 BY LAURA ARONSSON, ESQ.　5　Lenaya Lynch from the firm, Veritext. 6　DA YID HARBACH, ESQ.　6　I'm not authorized to administer an 7　MaKENZIE B RUSSO, ESQ　7　oath. I'm not related to any party 8　BROWN RUDNICK LLP　8　in this action nor am I financially 9 Attorneys for HO WAN KWOK　9　interested in the outcome. 7 Times Square 10 New York, New York 10036　10　Counsel and all present in the BY KENNETH J AULET, ESQ　11　room and everyone attending remotely 12　12　will now state their appearances and PULLMAN & COMLEY LLC 13 Attorneys for CREDITOR'S COMMITTEE　13　affiliations for the record. If 850 Mam Street　14　there are any objections to the 14 PO Box 7006 Bridgeport, Connecticut 06601　15　proceeding, please state them at the 15 BY:IRVEJGOLDMAN,ESQ.　16　time of your appearance beginning 16　17 COHN, BIRNBAUM, SHEA P C　17　with the noticing attorney. Attorney for GOLDEN SPRING　18　MS. ARONSSON: LauraAronsson, 18　100 Pearl Street, Smte 12 New Haven, Connecticut 06103　19　O'Melveny and Myers for Pacific 19 BY TIMOTHY MILTENBERGER, ESQ. via Teleconference　20　Alliance Asia Opportunity Fund LP. 20　21　MR. HARBACH: David Harbach 21　ALSO PRESENT　22　with O'Melveny and Myers for the same 22　23　client. 23　JON DIFILIPPO, Legal Videographer　24　MS. RUSSO: Makenzie Russo with 25　* * *　25　O'Melveny and Myers for the same Page 2　Page 4 1　C. JALBERT　1　C. JALBERT 2　THE VIDEOGRAPHER: Good　2　client. 3　morning. We are going on the record　3　MR. AULET: Kenneth Aulet of 4　at 10: 17 a.m. on April 22nd -- I'm　4　Brown Rudnick, proposed counsel for 5　sorry, April 8th, 2022. Please note　5　the debtor, Ho Wan Kwok. 6　that the microphones are sensitive　6　MR. GOLDMAN: Irve Goldman, 7　and may pick up whispering, private　7　Pullman and Comley, proposed counsel 8　conversations and cellular　8　for the Creditor's Committee. 9　interference. Please tum off all　9　THE VIDEOGRAPHER: Will the 10　cell phones or place them away from　10　Court Reporter please swear in the 11　the microphone as they can interfere　11　Witness? 12　with the deposition audio. Audio and　12　MR. AULET: There's one person 13　video recording will continue to take　13　on the line. 14　place unless all parties agree to go　14　MR. MILTENBERGER: Are we done 15　off the record.　15　with the people in person? Timothy 16　This is Media Unit 1 of the　16　Miltenberger for Golden Spring, NY 17　video-recorded deposition of Craig　17　Limited. 18　Jalbert in the matter ofre: Ho Wan　18　THE VIDEOGRAPHER: Will the 19　Kwok filed in the United States　19　Court Reporter please swear in the Bankruptcy Court, District of　20　Witness? Connecticut, Bridgeport Division,　21 C RA I G J A L B E RT, called as a 22　Case Number 22-50073.　22 witness, having been first duly sworn by a 23　This deposition is being held　23 Notary Public of the State of New York, was 25　at O'Melveny and Myers LLP, located at Times Square Tower, New York, New　24 examined and testified as follows: 25 EXAMINATION BY 2 (Pages 2 - 5) 1 C. JALBERT 2 MS. ARONSSON: 3 Q. Please state your name for the 4 record. 5 A. Craig Jalbert, J-A-L-B-E-R-T. 6 Q. What is your address? 7 A. Home address? The business 8 address is 124 Washington Street, Suite 9 101, Foxboro, Massachusetts 02035. 10 Q. Good morning. We previously 11 met off the record. On the record, my name 12 is Laura Aronsson and I'm an attorney at 13 O'Melveny and Myers for Pacific Alliance 14 Asia Opportunity Fund. Mr. Jalbert, have 15 you ever testified in court before? 16 A. Yes. 1 7 Q. In what case -- or I'll start 18 how many times? 19 A. 50, 60, 70 something. 20 MR GOLDMAN: Before we get too 21 far into things, can I just ask -- 22 this is a notice of deposition 23 relating to what contested matter? 24 There are a number of motions before 25 the Court. The notice of deposition 1 C. JALBERT 2 doesn't indicate which of the matters 3 it relates to. 4 MS. ARONSSON: Sure. So we 5 have -- we served a 30(b )6 notice of 6 deposition which I'll mark as an 7 exhibit so that we're all on the same 8 page but it relates to the retention 9 ofVerdolino and Lowey. 10 MR GOLDMAN: All right. I 11 just wasn't sure because it's not 12 identified on the notice. 13 MS. ARONSSON: Thank you. 14 Q. Sorry. You said 50 or 60 15 times? 16 A. 70, 80, I don't know. I have 1 7 not kept -- I've got a list of ten years Page 6 18 that goes back 40 or 50 and I've been doing 19 it for 30. So no idea. 20 Q. Well, we can talk about some of 21 the broad categories of experience you have 22 later but let's start just to go over a few 23 procedures that I'm sure you're familiar 24 with. Do you understand that you're 25 testifying under oath today? 1 C. JALBERT 2 A. Yes. 3 Q. Do you understand that means 4 that you're swearing that all of your 5 answers are truthful? 6 A. Yes. 7 Q. And that you are subject to the 8 penalty of perjury? 9 A. Yes. 10 Q. The Videographer is recording 11 everything on camera and the Court Reporter 12 is preparing a written record of what we 13 discuss here today and will later produce a 14 copy of that transcript. Do you 15 understand? 16 A. Yes. 17 Q. Unlike normal conversation, it 18 is important that we not talk over one 19 another. Please wait for me to finish my 20 question before you answer. I'll try to do 21 the same for you. Do you understand? 22 A. Yes. 23 Q. Your answers need to be 24 audible. A shake of the head is 25 insufficient as are statements like uh-huh. 1 C. JALBERT 2 Do you understand? 3 A. Understood. 4 Q. If you do not understand my 5 question, please ask me to repeat. 6 Otherwise, I'll assume that you do 7 understand the question. Is that okay? 8 A. Yes. 9Q. If you need a break, just let Page 8 10 me know and we can take one but if there's 11 a question pending, please answer it before 12 we break. Are you represented by Counsel 13 today? 14 A. I think so. 15 Q. Who do you understand to be 16 representing you? 17 A. Ken Aulet. 18 Q. If your attorney objects to a 19 question, you should still answer it unless 20 you don't understand the question or 21 Counsel instructs you not to answer. Do 22 you understand? 23 A. Yes. 24 Q. Are you suffering from any 25 condition that would impair your ability to 3 (Pages 6 - 9) 1　C. JALBERT　C. JALBERT 2 testify accurately or truthfully?　2 been designated to testify about each topic 3　A. No.　3 listed here? 4　Are you taking any medications Q.　4　MR AULET: Objection. 5 that might interfere with your ability to　5　A. Yes. 6 give accurate or truthful testimony?　6　MR AULET: He's been 7　A. No.　7　designated as per our responses and 8　Is there any reason why you Q.　8　objections. 9 cannot testify truthfully and accurately　9　MS. ARONSSON: Thank you. 10 today?　10　Q. Are you familiar with these 11　A. No.　11 subject areas? 12　MS. ARONSSON: Tab one. The　12　A. Yes. 13　Court Reporter is going to be marking　13　Do you understand that you are Q. 14　what will be Jalbert Exhibit 1.　14 required to testify as to Verdolino and 15　(Whereupon, Notice of　15 Lowey's knowledge about these topics, not 16　Deposition was marked as Jalbert　16 just your own? 1 7　Exhibit 1 for identification as of　17　A. Yes. 18　this date by the Reporter.)　18　Q. Do you understand that you were 19　All right, Mr. Jalbert. Do you Q.　19 required to obtain all of the knowledge and 20 recognize this document?　20 information necessary to allow you to fully 21　A. I do.　21 and honestly testify concerning each of 22　Q. What is it?　22 these topics upon Verdolino and Lowey's 23　A. Pacific Alliance Asia　23 behalf) 24 Opportunity Fund LLP's Notice of Deposition　24　MR AULET: Same objection as 25 ofVerdolino and Lowey PC pursuant to Rule Page 10　25　before. 1　C. JALBERT　1　C. JALBERT 2 30(b)(6) of the Federal Rules of Civil　2　A. I did the best I could. 3 Procedure.　3　What, if anything, did you do Q. 4　Is it your understanding that Q.　4 to prepare for this deposition? 5 you are testifying today in connection with　5　A. I spoke with attorney Ben 6 in re: Ho Wan Kwok?　6 Silverberg, with Counsel, Ken Aulet, I 7　A. Yes.　7 spoke with my colleagues, Matthew Flynn and 8　Can you please tum to Page 6 Q.　8 Mary Jo Schindler. I reviewed a 9 --　9 significant amount of documents, some filed 10　A. Excuse me, I just forgot to get　10 with the Court, some prepared internally. 11 my glasses.　11 Reviewed e-mails. Covered as much as I 12　MS. ARONSSON: Can we go off　12 could. 13　the record for one minute?　13　Did you collect the documents Q. 14　THE VIDEOGRAPHER: The time is　14 that you prepared or were they provided to 15　10:24 a.m. and we are off the record.　15 you by Counsel? 16　(Whereupon, an off-the-record　16　A. The documents that -- are you 17　discussion was held.)　1 7 asking for the documents that we sent to 18　THE VIDEOGRAPHER: The time is　18 O'Melveny? 19　10:24 a.m. and we're back on the　19　I'm asking -- taking a step Q. 20　record. You may proceed.　20 back, just asking about your preparation 21　Can you tum to Page 6 to the Q.　21 for today's deposition. 22 heading Rule 30(b)(6) deposition topics?　22　A. I just looked at my own 24　23 You see that? A. Yes.　23 documents and my own e-mails on the 24 Verdolino and Lowey server. 25　Do you understand that you have Q.　25　Q. Generally, what were the 4 (Pages 10 - 13) 1　C. JALBERT　1　C. JALBERT 2 subject matters of those e-mails?　2　Anyone else besides the people Q. 3　all of A. It was looking at the --　3 that we've talked about? not all of them. Many ofmy e-mails, 4 --　4　A. Regarding the -- just regarding the statement of financial 5 the SOF A's --　5 the deposition? 6 affairs -- the schedules, the global notes,　6　Yes. Q. 7 the global notes and specific notes, most　7　A. No. 8 of the pleadings to employ professionals,　8　You haven't spoke to the Q. 9 particularly ours, the motion for the DIP　9 debtor? 10 financing, many of the objections, not all　10　A. About the deposition? 11 of them. I'm trying to think if there's　11　Q. About the deposition. 12 anything else. I can't think of anything　12　A. No. 13 off the top beyond that --　13　Have you ever met the debtor? Q. 14　Q. Thank you. That's helpful. So　14　A. Yes. 15 you mentioned that you spoke to your　15　Q. When did you meet the debtor? 16 attorneys, Ben and Ken?　16　The continued meeting of342 -- A. 17　A. Yes.　17 or 341 meeting which was I think Wednesday, 18　When did you speak to them? Q.　18 the first time I met him. 19　A. Well, we were delayed a little　19　Is that the only time you met Q. 20 bit so I had a few minutes this morning　20 the debtor? 21 with Ken. I spoke with Ben briefly last　21　A. Yes. 22 night. Again, this morning on -- unrelated　22　Outside ofthe 341 proceeding, Q. 23 to the deposition and I had previously　23 did you interact with the debtor? 24 spoken to Ken probably one or two times　24　A. No. 25 over the last few days, give or take.　25　I just want to cover a little Q. Page 14　Page 16 1　C. JALBERT　C. JALBERT 2　Were each of these interactions Q.　2 bit of your background. Can you talk about 3 over the phone?　3 your educational history since high school? 4　A. Until today, yes.　4　A. I graduated from Western 5　About how long did you spend Q.　5 Connecticut High School in 1979. I went to 6 preparing with your attorneys in connection　6 Boston College. Graduated Boston College 7 with your preparation for this deposition?　7 with a bachelor of science and degree in 8　A. I would have to hazard a guess.　8 accountancy in 1983. I went to work for 9 I don't have my time records in front of　9 Arthur Andersen from June of'83 till 10 me.　10 August 31 of'87. On September 1 of 1987, 11　Q. Like two hours, ten hours?　11 I started at the precursor of what is now 12　A. My guess is in the two to four　12 Verdolino and Lowey and I've been there in 13 hour range. No more than that.　13 the 35 years since and during that time, I 14　Q. Did you speak to anyone else　14 I've gone to many, many, many professional 15 other than the folks that you mentioned at　15 CPE type courses of all sorts of flavors. 16 Verdolino and Lowey and your attorneys　16　Q. What do you mean by CPE? 17 regarding this deposition?　17　A. A continuing professional 18　A. Our IT person, Tim McDonald who　18 education. 19 assisted in the search -- the electronic　19　Q. Is that a required procedure 20 search of e-mails and records and worked　20 for any type of certification that you 21 with the Brown Rudnick IT person to send　21 have? 22 everything over. Aside from having him try　22　some of it is required A. It's -- 23 and get the records, we didn't have any　23 for my certification as a certified 24 discussion of the case facts and 25 circumstances or anything.　24 insolvency restructuring advisor. The rest 25 are just to maintain my professional 5 (Pages 14 - 17) PAX-014-005 1 C. JALBERT 2 capabilities and stay on top of various 3 issues as the years have gone on. 4 Q. So you mentioned certified 5 insolvency instructor? 6 A. Certified insolvency 7 restructuring advisor. CIRA. 8 Q. So this is a professional 9 certification? 10 A. Yes. 11 Q. Do you hold any other 12 professional certifications besides the 13 CIA? 14 A. CIRA, no. 15 Q. CIRA. I think you said you had 16 a accountant degree from Boston College? 17 A. Yes. 18 Q. Do you hold any other graduate 19 or any graduate degrees? 20 A. No. 21 Q. Are you currently employed at 22 V erdolino and Lowey? 23 A. Yes. 24 Q. Generally, what services does 25 Verdolino and Lowey offer its clients? 1 C. JALBERT 2 A. There were three or four -- I 3 guess four major buckets. The first and 4 biggest is the insolvency arena, Page 18 5 underperforming businesses and individuals. 6 That includes litigation support and 7 everything related to it. We have a 8 full-time 13 or 14 people I think it is 9 that work in taxation and we also do what 10 I'll call high net worth babysitting. We 11 have -- and I don't do any of this work. 12 My partner and others do it but we have 13 very wealthy clients that don't pay their 14 own bills, that have multiple residences. 15 Everything comes to us. We act as a family 16 office for a whole -- for a number of 1 7 people and the last thing we do is federal 18 election reporting for federal congress 19 people and senators and presidential. 20 Q. Thank you. 21 A. Did I say we have tax 22 department -- yes, tax department. That's 23 the four. 24 Q. You mentioned the high net 25 worth baby sitting. Who, at Verdolino, is Page 19 1 C. JALBERT 2 responsible for this? 3 A. Well, my partner and various 4 staff 5 Q. What's his name? 6 A. Keith Lowey. 7 Q. Is that department involved in 8 this matter before us? 9 A. No. 10 Q. Is Verdolino and Lowey always 11 engaged by the debtor in the bankruptcy 12 context? 13 A. No. 14 Q. What other scenarios is 15 Verdolino and Lowey engaged under? 16 A. We've been engaged by trustees, 17 post confirmation fiduciaries, whatever 18 they may be called; you said debtors, 19 creditors' committee, creditors, secured 20 lenders. I think we've probably 21 represented, over the years, most every 22 kind of party and interest to a bankruptcy 23 that there is. 24 Q. Turning to your experience 25 specifically, what experience do you have 1 C. JALBERT 2 in Chapter 11 cases? 3 A. I've been in over 500 Chapter Page 20 4 11 cases. We've been committee financial 5 advisor, committee accountants, debtor 6 financial advisor, debtor accountants, 7 accountants on behalf of secured lenders, 8 accountants on behalf of individual 9 creditors. Trying to think -- I mean 10 again, we've done -- we've represented 11 pretty much every constituency so over 12 time, I've done -- I've represented every 13 reasonable constituency in a bankruptcy I 14 can remember. 15 Q. What is your title at Verdolino 16 and Lowey? 17 A. Principal. 18 Q. We talked about the four 19 buckets. Generally, what are your 20 responsibilities with respect to Verdolino 21 and Lowey services? 22 A. Just for the most part, the 23 first -- all of my time not spent running 24 my own firm is in the bankruptcy insolvency 25 and the like that spreads over a little bit Page 21 6 (Pages 18 - 21) 1 C. JALBERT 2 to taxation. I don't run the department or 3 anything but I certainly interact and then 4 litigation support and the like, you know, 5 the types of things you would do in the 6 context of a bankruptcy. 7 Q. What is meant by litigation 8 support, generally? 9 A. Well, it can be pretty broad 10 but for us, it's -- whether it be business 11 litigation or bankruptcy litigation, to the 12 extent that there are areas that whoever 13 the law firm -- we've also been appointed 14 by judges, anyone that's looking or 15 interested in obtaining financial 16 information in a form that they're looking 1 7 for, which could be anything, we would 18 provide it. That would include doing 19 expert reports, expert testimony and work 20 at just advising lawyers as they approach 21 areas in accounting and auditing and the 22 like. 23 Q. You mentioned here that you're 24 a principal at Verdolino and Lowey? 25 A. Yes. 1 C. JALBERT 2 Q. What other roles have you held? 3 A. I've been a principal since I 4 started. 5 Q. Turning to the engagement here, Page 22 6 who contacted V erdolino and Lowey about 7 this engagement? 8 A. Well, it was contacted me 9 personally and it was an attorney, Steven 10 Pohl at Brown Rudnick. 11 Q. Sorry, I missed what you said. 12 MR HARBACH: Spell that name. 13 Q. Can you spell that name, 14 please? 15 A. The name was Steven Pohl. Last 16 name P-O-H-L at Brown Rudnick. 17 Q. Mr. Pohl reached out to who at 18 Verdolino and Lowey? 19 A. Me. 20 Q. You. Do you recall when that 21 was? 22 A. Somewhere around March 1, 2 or 23 3. 24 Q. After Steven Pohl reached out, 25 who did Verdolino and Lowey speak to Page 23 C. JALBERT 2 generally regarding the engagement? 3 A. There was a little bit with 4 Steven Pohl and with -- I believe it was 5 Ben Silverberg. 6 Q. Anyone else at Brown Rudnick? 7 A. I don't remember. 8 Q. Besides Brown Rudnick, did you 9 speak to anyone else regarding the 10 potential engagement? 11 A. I probably mentioned something 12 to my -- my own staff to clear conflicts 13 and I think I had someone help me prepare 14 some -- I shouldn't say prepare, they're 15 already prepared. Send some individual 16 information about myself and the firm. 1 7 Q. Did Verdolino and Lowey speak 18 to anyone else besides Brown Rudnick in 19 connection with the engagement? 20 MR AULET: Objection. You can 21 answer. 22 A. At the time we're being 23 engaged? 24 Q. Yes. 25 A. No. 1 C. JALBERT 2 Q. Who are the main points of 3 contact between -- who are the main 4 contacts for -- strike that. Who do you 5 generally speak to regarding this 6 engagement besides internal folks at 7 Verdolino and Lowey? 8 A. Mostly the attorneys at Brown 9 Rudnick. 10 Q. Do you speak to anyone else? 11 A. I've been on phone calls with 12 other lawyers but I've not initiated 13 anything. 14 Q. Which other lawyers have you 15 been on phone calls with? 16 A. The other debtor lawyers that 1 7 I'm aware of are an Aaron Mitchell and a 18 Melissa Francis. 19 Q. Who do you understand Aaron 20 Mitchell to be? 21 A. Counsel to Mr. Kwok, the 22 debtor. 23 Q. You mentioned Melissa Francis? 24 A. Also counsel to Mr. Kwok. 25 Q. Besides Aaron Mitchell and Page 24 Page 25 7 (Pages 22 - 25) 1 C. JALBERT 2 Melissa Francis, do you speak to anyone 3 else outside ofVerdolino and Lowey 4 regarding this engagement? 5 A. And outside of Brown Rudnick? 6 Q. Outside of Brown Rudnick, yes. 7 A. No one. 8 Q. What about -- what about do you 9 communicate via e-mail with anyone besides 10 Aaron Mitchell, Melissa Francis and Brown 11 Rudnick regarding this engagement? 12 A. I've been on -- I've been CC'd 13 on an e-mail and authored one e-mail to 14 someone outside that group. 15 Q. Who is that person? 16 MR AULET: Objection. This is 1 7 the person that we have stated their 18 identity won't be revealed per Golden 19 Springs request. 20 MS. ARONSSON: Are you 21 instructing the Witness not to 22 answer? 23 MR AULET: I am instructing 24 him not to answer. 25 MS. ARONSSON: Can you just 1 C. JALBERT 2 state -- 3 MR GOLDMAN: Can you repeat 4 the question? 5 (Whereupon, the referred-to 6 question was read back by the 7 Reporter.) Page 26 8 THE WITNESS: That should have 9 been e-mails. I authored one but I 10 was CC'd on e-mails. 11 Q. I understand Mr. Aul et is 12 instructing you not to answer. 13 MS. ARONSSON: Mr. Aulet, do 14 you mind just providing a more 15 detailed objection? 16 MR AULET: Sure. Based on my 1 7 conversations with Golden Spring, my 18 understanding is that Golden Spring 19 believes that revealing that 20 individual's name would potentially 21 expose them to harassment and based 1 C. JALBERT 2 Q. So I'll just go on record to 3 say that we dispute that contention. 4 MR GOLDMAN: As do we. Who 5 6 7 8 are you -- who do you fear harassment from? Do you fear harassment from? 9 10 11 12 13 MR AULET: So Mr. -- Golden Spring's attorney is on the phone and that question is probably best directed to Golden Springs but my understanding is that -- please, he would like to answer. MR MILTENBERGER: Tim 14 Miltenberger from Golden Springs. 15 I'm assuming what the Witness is 16 testifying to is the identity of a 17 Golden Spring employee which isn't 18 clear to me from the record but 19 apparently the people at the 20 deposition reached that conclusion. 21 We don't see any relevance in 22 revealing the name of the employees 23 of Golden Spring based on the 24 objection that's filed to the DIP 25 financing motion and we think that 1 C. JALBERT 2 the privacy rights of our employees 3 are paramount to any information that 4 might be gathered from knowing the 5 name of -- rank and file employees of 6 Golden Spring and we oppose 7 disclosing that information. 8 MR GOLDMAN: That's up to the 9 Judge. It's a totally inappropriate 10 instruction to direct the Witness not 11 to answer. The Witness can answer 12 and you can get a ruling from the Page 28 13 Judge as to whether the answer should 14 be stricken or protected or subject 15 to a protective order. It's totally 16 inappropriate to direct the Witness 1 7 not to answer. 18 MS. ARONSSON: I noted our 19 dispute with Mr. Aulet and I'll just 20 note our dispute with Mr. 21 Miltenberger's reasoning behind the 22 objection here. 85 - 22 on my review of the documents at - 23 issue, the person's identity is not - 24 relevant to the issues at hand in 25 this deposition. $$\text{Pages } \mathfrak{T}$$ Veritext Legal Solutions 866 299-5127 8 (Pages 26 - 29) 23 MR MILTENBERGER: Thank you. 24 Q. Turning back to the folks we 25 were just talking about, you mentioned 1　C. JALBERT　1　C. JALBERT 2 Melissa Francis. Did she represent to you　2 sure I wasn't missing anything. 3 that she was Mr. Kwok's counsel?　3　Q. Besides the attorneys at Brown 4　A. No.　4 Rudnick, did you circulate drafts of that 5　How did you learn about what Q.　5 engagement letter to anyone else? 6 Ms. Melissa Francis -- who Mr. -- strike　6　I don't recall anyone else A. 7 that. How did you learn who Ms. Francis'　7 being on it but I'm pretty sure they then 8 client was?　8 did circulate it with -- at a minimum, Ms. 9　A. From Brown Rudnick.　9 Melissa Francis and probably Aaron Mitchell 10　We've talked about the folks at Q.　10 as well. 11 Verdolino that you communicate with this　11　MS. ARONSSON: Tab 11. The 12 engagement. Do you know of anyone else　12　Court Reporter is going to hand you 13 that Verdolino and Lowey communicates with　13　what is being marked as Jalbert 14 regarding this engagement besides the folks　14　Exhibit 2. This document -- for the 15 that we've talked about?　15　record, this document bears the Bates 16　A. I don't think there were others　16　Number Kwok 00001646. 17 but it is possible that one of my　1 7　(Whereupon, E-mail Chain was 18 colleagues met Flynn. Might have had　18　marked as Jalbert Exhibit 2 for 19 e-mail contact. You're aware -- because I　19　identification as of this date by the 20 think you objected to -- there's a large　20　Reporter.) 21 number of ordinary course professionals.　21　Q. Before we get to the exhibit, 22 We needed to get information about　22 what is a post-petition retainer? 23 liabilities to them for the schedules.　23　My understanding would be a A. 24 There might have been some information and　24 retainer paid to whoever, after the filing 25 stuff because we needed -- it's possible　25 of a bankruptcy, intended to be a retainer. Page 30　Page 32 1　C. JALBERT　1　C. JALBERT 2 that he spoke with them but I think really　2　Can you please tum to Page 2 Q. 3 what he did is he got all the information　3 of this document? Take a minute. At the 4 from Aaron Mitchell and Melissa Francis. I　4 top of Page 2, Mr. Silverberg says that 5 don't think he went outside of that but　5 there's no post-petition retainer expected. 6 it's possible.　6 Do you see that? 7　Q. Do you know where Aaron　7　A. Yes. 8 Mitchell and Melissa Francis retrieved　8　Q. Do you recall whether you had a 9 their information from?　9 preference about receiving a post-petition 10　A. No.　10 retainer? 11　Q. Did you ask them where they　11　A. Well, every professional would 12 retrieved their information from?　12 rather have a retainer but frankly, under 13　A. No.　13 the circumstances, it wasn't expected. 14　Q. Who negotiated -- who, from　14　Q. Starting with your preference, 15 Verdolino and Lowey, negotiated the　15 why would you prefer to have a 16 engagement letter?　16 post-petition retainer? 17　A. It would be me. I don't know　17　Security against the payment of A. 18 that I would call it a negotiation but it　18 the fees. 19 was me that drafted it and prepared it and　19　Q. Do you know whether you 20 sent it to Brown Rudnick.　20 received a post-petition retainer in 21　Anyone else involved in Q.　21 connection with this case? 22 drafting that engagement letter?　22　A. I do. 23　A. Well, from a QPC perspective,　23　Q. Did you? 24 I'm sure I had one of my colleagues, Mary 25 Jo Schindler take a look at it just to make　24 25　A. No. Q. And why not? 9 (Pages 30 - 33) 1　C. JALBERT　1　C. JALBERT 2　I didn't ask for one. A.　2　Yep. A. 3　Turning back to the e-mail, Mr. Q.　3　Did you ask for a post-petition Q. 4 Silverberg writes, "big Q is whether it's　4 retainer in connection with this 5 us retaining you or the client. I would　5 engagement? 6 think you're retained by the client as his　6　No. A. 7 financial advisor". Do you recall that　7　Do you know if Verdolino and Q. 8 being a question in connection with this　8 Lowey asked for a post-petition retainer in 9 engagement?　9 connection with this engagement? 10　MR AULET: Objection to form.　10　A. I do. 11　A. I don't think I understand your　11　What's the answer? Q. 12 question. I can read the statement and　12　A. No. 13 understand but I don't know what you're　13　Youalsowrite,"butlthinkif Q. 14 asking.　14 we are going to hold the cash, we will need 15　He says, "big Q", do you Q.　15 to be employed by the debtor". So does 16 understand that to be a big question?　16 that refresh your recollection about 1 7　A. I understand it might be a　17 whether it was a question about who was 18 question in his mind. I don't know that he　18 retaining Verdolino and Lowey? 19 intended it to be a question for me or for　19　A. I don't think I had a question 20 himself and then he answered it.　20 in my mind. I just responded with a 21　MS. ARONSSON: Makenzie, can　21 comment that supported his previous comment 22　you hand me Tab 12?　22 where he said I would think you're retained 23　THE VIDEOGRAPHER: Mr. Jalbert,　23 by the client as his financial advisor. 24　would you mind moving the water　24　Generally, can you explain your Q. 25　bottle? It's coming up in the frame.　25 view in connection with the question Page 34　Page 36 1　C. JALBERT　1　C. JALBERT 2　I apologize. Thank you.　2 Mr. Silverberg poses about who was 3　THE WITNESS: Sorry about that.　3 retaining Verdolino and Lowey? 4　THE VIDEOGRAPHER: I appreciate　4　A. Well, I was pretty sure when he 5　that.　5 wrote I would think you're going to be 6　MS. ARONSSON: The Court　6 retained by the client as his financial 7　Reporter is going to mark what is　7 advisor, that's -- I made a gratuitous 8　going to be Jalbert Exhibit 3. This　8 comment or not a gratuitous comment. I 9　document is Bates stamped Kwok　9 made an assenting comment basically saying 10　00001649.　10 I think if we're going to hold the cash, we 11　(Whereupon, E-mail Chain was　11 need to be employed by the debtor. So 12　marked as Jalbert Exhibit 3 for　12 concurring with the decision or the thought 13　identification as of this date by the　13 that he had. 14　Reporter.)　14　What is the basis for the Q. 15　Please take a look at this Q.　15 understanding that you just explained? 16 document.　16　MR AULET: Objection to form. 17　A. Okay.　17　Of what part? A. 18　You're responding to Mr. Q.　18　Where, turning to your e-mail, Q. 19 Silverberg's e-mail that we were just　19 "ifwe are going to hold the cash, we'll 20 speaking about with the big Q is whether　20 need to be employed by the debtor". What's 21 it's us retaining you or the client.　21 the basis of that statement? 22　A. Okay.　22　A. Well, my professional judgment. 23　Turning to your response, you Q.　23 If me, as a principal ofVerdolino and 24 note, "I'd like a post-petition retainer if　24 Lowey, was going to be the signer on a 25 possible". Do you see that? Page 35　25 debtor in possession bank account, it would 10 (Pages 34 - 37) 1　C. JALBERT　1　C. JALBERT 2 make all the sense in the world that that　2　A. Well, frequently in matters, 3 debtor in possession was my client. So I'm　3 we -- the firm gets brought in and we do 4 concurring effectively with the　4 whatever work is intended on that 5 determination that Mr. Silverberg made in　5 particular engagement. Frequently, it's 6 the previous e-mail to this chain.　6 litigation support. If it's intended that 7　Thank you. Just for my own Q.　7 we do an investigation, the lawyer's 8 understanding, what is the difference　8 thinking ahead, look, you're going to do an 9 between being employed by the debtor versus　9 investigation, we think this is what we're 10 Brown Rudnick?　10 going to find. Then we're going to have to 11　Well, ifl was employed by A.　11 get a expert report to file with a 12 Brown Rudnick, I'm not sure I'd go　12 particular court. Then we might need you 13 through -- I'm not sure I would have to go　13 to go through the process of discovery 14 through the employment process for the　14 including records, depositions and the like 15 bankruptcy. Would I file a motion to be　15 and then we might need you to testify. In 16 employed? I don't know. I don't know the　16 those particular cases, as I understand it, 17 answer to that question. It's not　17 there would be privilege up to a certain 18 something that I thought of beyond this.　18 point, up until the time I'm declared an but ifl was right and there wouldn't 19 So --　19 expert but in other instances, we get 20 be an opportunity to file a motion to　20 brought in as -- as financial advisor to 21 employ Verdolino and Lowey on behalf of the　21 the attorneys. They want us to do an 22 debtor, I don't know how we would then　22 investigation. They want us to uncover 23 allow me to be a signatory on the debtor's　23 whatever need to be uncovered, whatever the 24 account.　24 allegations are, whatever the issues are 25　Thank you. That's helpful. Q.　25 but they might be hiring another firm or Page 38　Page 40 1　C. JALBERT　1　C. JALBERT 2 Did you rely on Brown Rudnick in connection　2 individual to testify as the expert to keep 3 what knowledge we have as privileged. I 3 with that determination of who would be 4 retaining Verdolino and Lowey?　4 don't know that that's relevant here. Q. 5　MR AULET: Objection to form.　5　Thank you. Turning back to 6　A. Well, Mr. Silverberg writes in　6 Exhibit 2 -- 7 his e-mail, "I would think you're retained　7　MR MILTENBERGER: I'm sorry to 8 by the client as his financial advisor" and　8　interrupt. I'm being called away to 9 the next e-mail, same day, when I got　9　another matter so I'm going to have 10 around to it at 6:49 p.m. -- so five hours　10　to drop off now. The record could 11 had elapsed -- I basically concurred with　11　just note that I'm leaving the 12 his determination. Who made the decision,　12　deposition. 13 I don't know. It's semantics but I think　13　MR HARBACH: Thank you, Tim. 14 it was clear from this point on, that we　14　You're welcome to rejoin anytime. 15 were going to be retained by the debtor and　15　MR MILTENBERGER: Will do, 16 not Brown Rudnick.　16　thanks. 1 7　Q. Is Verdolino and Lowey ever　17　Q. I'm interested in your e-mail 18 retained by a law firm in connection with　18 at the top where you write, "my feeling is 19 bankruptcy proceedings?　19 that in an individual case, the FA" -- 20　A. We're frequently retained by　20 financial advisor -- "duties are markedly 21 lawyers in proceedings. I think even　21 different than of an operating business 22 including in bankruptcy proceedings for the　22 case". Can you explain to me the 23 purposes of the privilege.　23 difference between an individual case 24　Q. What do you mean by for 25 purposes of the privilege?　25　24 versus an operating business case? A. So operating business cases 11 (Pages 38 - 41) 1　C. JALBERT　1　C. JALBERT 2 have their various size and shapes. They　2 engagement, no one informed you what needed 3 may have affiliated entities, parents,　3 to be done on this case? 4 siblings. It could be multiple debtors.　4　A. Well, we had been party to 5 They might have employees in various　5 numerous conversations. This is not my 6 countries, various states. They may have　6 first bankruptcy. It's not my 50th 7 payroll taxes un-filed, sales taxes　7 bankruptcy. It's not my 100th bankruptcy. 8 un-filed, depending on the business, bottle　8 I had a fairly good idea of what the issues 9 deposits un-filed and unkept. They　9 were going to be and I took the first pass. 10 probably need a lot more work on budgeting　10 I don't recall whether there were changes 11 and keeping the business operating. Does　11 made after that or not. 12 it have sufficient cash, what are the 13　12　Generally, what is the scope of Q. 13 week budgets, the one year budgets. Cash　13 Verdolino and Lowey's work in this case? 14 collateral where it's -- you've got a　14　A. In this case? 15 secured creditor who is frequently -- maybe　15　Q. Yes. 16 not against the debtor but maybe not with　16　A. Well, the retention papers 17 it either. So -- so there's just -- it's a　17 speak for themselves. So if you want to go 18 totally different beast. In this　18 line by line, put that in front of me. 19 particular case, some individuals have　19　Sure. Q. 20 operating real estate or something like　20　A. To date, we've been focused 21 that but they rarely have an operating　first, my recollection is the SOF A's 21 on -- 22 business that's multi country, multi state　22 and the schedules pretty much 23 with employees and all sorts of reporting　23 simultaneously. I mean they were due the 24 requirements, compliance requirements.　24 same day, same time. So that was first. 25　Is it fair to say the financial Q. Page 42　25 Following -- immediately following that, I 1　C. JALBERT　1　C. JALBERT 2 advisor duties in connection with an　2 believe we worked on everybody's engagement 3 operating business case are more　3 papers to get them filed in the Court and 4 complicated than an individual case?　probably while the tail end of that 4 then -- 5　A. In most, yes.　5 was going along, I believe my colleague, 6　Q. Turning away from the exhibit,　6 Matt Flynn, started preparing the monthly 7 who instructed Verdolino and Lowey on the　7 operating report that was due for the end 8 scope of work in this matter?　8 of February, sometime around March 20, 21, 9　A. I don't think anyone instructed　9 22, somewhere around there. Trying to 10 us.　10 think if we've done anything -- oh 11　Q. Because you drafted the　or 11 assistance in preparing for -- 12 engagement letter?　12 participation in preparing, to a small 13　A. I'm sure there were discussions　13 degree, for the debtor to attend the 341 14 with counsel. I don't remember the　14 meeting. We attended the first day 341 15 discussions specifically but this is not　15 meeting by telephone. My colleague, Matt 16 the first time I've drafted a retention --　16 Flynn and I, attended the second day of the 17 at least part of the retention papers.　17 341 hearing which was this past Wednesday 18 Obviously, I'm not a lawyer. I don't know　how do I want to call it -- 18 on a -- we 19 all of that goes into retention papers but 20 as to the duties, typically, I have an　19 didn't bill for our time. I went as an 20 observer. We knew we weren't going to be 21 input as to what the duties are. I'm sure　21 participating but we wanted to be around to 22 we took the first stab at it and in review　22 see what took place, meet people and then 23 by Brown Rudnick, they might have made some 23 this deposition. 24 changes. I don't remember how that went.　24　Q. Thank you. So I think I heard 25　In connection with the Q. Page 43　25 the SOFA's and schedules were the first 12 (Pages 42 - 45) 1 C. JALBERT 2 step. You talked about drafting everyone's 3 engagement papers in connection with this 4 matter. 5 A. Well, drafting our engagement 6 papers. Everyone was focusing on their own 7 and I needed help, because I'm not a 8 lawyer, on mine. 9 Q. Then you talked about Matt 10 Flynn's responsibilities in connection with 11 the monthly operating report. 12 A. Yes. 13 Q. Finally, you talked about 14 preparing for the 341 hearing and attending 15 the 341 hearings? 16 A. Meeting, yes. 17 Q. Can you describe a little bit 18 more your responsibilities in connection 19 with those 341 meetings? 20 MR AULET: I would just 21 caution the Witness not to disclose 22 any work product or conversations 23 with attorneys. 24 A. On the first day of the 341 25 meeting, it was just thought that we should Page 46 1 C. JALBERT 2 participate because it was unclear what was 3 going to arise and they didn't know if it 4 would be something that we would need. 5 Q. Setting aside your 6 conversations with your attorneys, what -- 7 did you have any understanding about what 8 might arise during the first day of the 341 9 hearing that might require your 10 participation? 11 A. I've attended an awful lot of 12 341 meetings over my career. Anything can 13 happen at a 341 meeting because it's open 14 to every creditor and god only knows what 15 takes place. 16 Q. Did you anticipate having to 1 7 participate or ask questions during the 18 341? 19 A. I think we were asked to be on 20 the phone. I didn't have a participation 21 one way or another. 22 MS. ARONSSON: The Court 23 Reporter is going to hand you what is 24 being marked as Jalbert Exhibit 4. 25 (Whereupon, Debtor's Page 47 1 C. JALBERT 2 Application was marked as Jalbert 3 Exhibit 4 for identification as of 4 this date by the Reporter.) 5 MS. ARONSSON: For the record, 6 this is a document entitled Debtors 7 Application for Authorization to 8 Retain and Employ Verdolino and Lowey 9 PC as Financial Advisor. It was 10 filed in this case as Docket 90. 11 Q. Mr. Jalbert, feel free to look 12 at this document. 13 A. Is there something you're 14 trying to point me to? 15 Q. Do you recognize this document? 16 A. Yes. 17 Q. What is it? 18 A. Debtor's Application for 19 Authorization to Retain and Employ 20 Verdolino and Lowey PC as Financial 21 Advisor. 22 Q. Turning to Page 18 ofthe 23 document, using the page numbers at the top 24 of the page, what is this document? 25 A. Affidavit of Craig R. Jalbert Page 48 1 C. JALBERT 2 in Support of Debtor's Application for 3 Authorization to Retain and Employ 4 Verdolino and Lowey PC as Financial 5 Advisor. 6 Q. So you recognize this as your 7 affidavit you filed -- 8 A. I do. 9 Q. Turning to Page 21, the table 10 -- I'm interested in the table at the 11 bottom of the page. 12 A. Yes. 13 Q. Just stepping back I think you 14 mentioned folks at Verdolino who were 15 involved, Matt Flynn -- in this case, Matt 16 Flynn, Mary Jo Schindler and yourself. Is 17 there anyone else involved in this matter 18 at Verdolino and Lowey? 19 A. I mentioned Tim MacDonald, our 20 IT person who is only involved with -- 21 related to the deposition, the search of 22 our e-mails and the server records and 23 everything and getting it ported over to 24 Brown Rudnick to be then sent to you folks. 25 Q. Anyone else at Verdolino and Page 49 13 (Pages 46 - 49) 1　C. JALBERT　1　C. JALBERT 2 Lowey?　2 different than any other engagement. You 3　A. Not that I know of.　3 don't know what's going to happen in 4　Q. Turning to this table, is Matt　4 day-to-day and everyone responds as best 5 Flynn also a principal?　5 they can, as efficiently as they can and 6　A. No.　6 whatever the issues are that are ongoing 7　What is Matt Flynn's role? Q.　7 and the crises that materialize. 8　A. A manager.　8　What about staff, what sort of Q. 9　Is Mindy Jo Schindler a Q.　9 role do you anticipate any potential staff 10 principal?　10 to play in this case? 11　A. No.　11　A. It will depend on how it plays 12　What is her role? Q.　12 out. I don't think it's going to happen 13　A. Manager.　13 but if it did and we became -- I became the 14　Q. So in connection with this　14 sole signer on the debtor in possession 15 engagement at Verdolino and Lowey, there's　15 bank account, my firm would probably be -- 16 one principal, two managers and then the IT　16 the bookkeepers would probably keep records 17 person?　17 of the disbursements and the receipts. 18　A. I believe so, yes.　18 They would assist with reporting. I would 19　Do you anticipate other Q.　19 probably review it of course. If, at some 20 Verdolino and Lowey employees to become　20 point in time, we have claim objections, I 21 involved in this matter?　21 don't know what the nature of those 22　A. As the case progresses,　22 objections are going to be, I don't know 23 assuming that we come into the case, yes.　23 how big and how complicated but some of our 24　Q. Generally, what are the duties　24 staff might be involved in claims. The 25 of a principal in connection with a　25 debtor might have to file an income tax Page 50　Page 52 1　C. JALBERT　1　C. JALBERT 2 bankruptcy case like this?　2 return. I'll be advising them that they 3　I think of it as partner, A.　3 should file an income tax return for the 4 director, managing director, any of those,　4 Estate. So we'll have tax people involved 5 the lead person on the case from the firm.　5 in the preparation of the income taxes and 6　Q. In connection with this matter　6 I would have to go down the list of -- and 7 specifically, what do you expect the　7 be able to predict exactly what's going to 8 principal to be doing?　8 take place but we're very efficient, very 9　I assisted in preparation of A.　9 accustomed. We know all of our fees are 10 the SOF A's and schedules, the global notes,　10 subject to review by every single party and 11 the specific part of the global notes. I　11 interest. So we're -- we use as reasonably 12 assisted with the monthly operating report.　12 low level as we can on every matter and I 13 I participated with the first day hearings　13 can't predict beyond that what's going to 14 --　excuse me, first -- not the first day　14 come up but that staff and bookkeepers get 15 hearing. The first day of the 341 meeting.　15 used for those types of issues. 16 Responding to inquiries from the various　16　Is it fair to say your answer Q. 1 7 lawyers and supporting staff on whatever　17 to my question about staff applies to the 18 roles that they are working on.　18 bookkeepers, to the role of the 19　Q. What do you expect managers to　19 bookkeepers? 20 do in connection with this case?　20　A. No, bookkeepers and staff. 21　A. The same -- the same things.　21　So the answer that you just Q. 22 Maybe differing amounts, different types.　22 gave applies to both of those? 23 I'm more review. Depending on what it is,　23　A. You asked what they may do. 24 they might support me. I might support　24　Q. Right. 25 them. It's like this engagement is no Page 51　25　A. They're -- the bookkeepers 14 (Pages 50 - 53) 1 C. JALBERT 2 aren't going to do reporting but they're 3 going to maintain receipts and 4 disbursements. A staff person would 5 probably work on the form of the -- of a 6 financial statement or whatever report 7 that's going to be issued. The staff are 8 going to work on claims objections. Tax 9 professionals are going to work on tax 10 returns. 11 Q. Are you finished with your 12 answer? 13 A. Yes. 14 Q. You mentioned receipts and 15 disbursements. What sorts ofreceipts and 16 disbursements do you anticipate in this 17 case? 18 A. I would imagine if things were 19 to go the way the debtor planned, there was 20 a proposed DIP financing arrangement where 21 money will come into the Estate and then 22 would presumably be used to pay various 23 professionals and United States Trustee 24 fees and whatever other disbursements are 25 required of the debtor as ordered by the Page 54 1 C. JALBERT 2 Court or otherwise generally required to 3 pay Chapter 11 bills as they become due. I 4 think that's it. 5 Q. The last item is clerical. 6 What sort of duties do you anticipate a 7 clerical member of your team to do in this 8 case? 9 A. I don't have anything that I 10 have presupposed for them to do in this 11 case. 12 Q. Turning back in the document to 13 the retention agreement, this is on Page 14 13. We've talked generally about the 15 engagement -- Verdolino and Lowey's 16 engagement in this case. I want to walk 1 7 through these bullet points on the first 18 page. The first one reads, "assistance 19 with preparation of the statement of 20 financial affairs and the schedules and all 21 support thereto and any amendments". These 22 have been filed, right? 23 A. Yes. 24 Q. Who was involved in preparing 25 the SOFA and the schedules? Page 55 1 C. JALBERT 2 A. From my firm? 3 Q. Who atV&L? 4 A. Myself, Matthew Flynn and Mary 5 Jo Schindler. 6 Q. Who else was involved in 7 preparing these filings? 8 A. There might have been a 9 technical question for someone related to 10 the best case but I can't think of anything 11 else -- anyone else that had any -- that 12 did work on it. 13 Q. Did Brown Rudnick work on the 14 SOFA and schedules? 15 A. You asked me for my firm. Of 16 course they worked on them, as did Melissa, 17 as did -- that's Melissa Francis. As did 18 Aaron Mitchell. So it was clearly not all 19 Verdolino and Lowey. It was -- the whole 20 team was involved in the preparation. I 21 thought you asked me -- and if I 22 misunderstood, I apologize -- you asked 23 who, at Verdolino, did and that was myself, 24 Matt Flynn and Mary Jo Schindler. 25 Q. Thank you. Yes, I did ask Page 56 C. JALBERT 2 Verdolino and Lowey and was then moving on. 3 So you mentioned Melissa Francis, Aaron 4 Mitchell, Brown Rudnick. Generally, anyone 5 else? 6 A. While I never spoke to them, 7 there must have been the existence of help 8 from individuals that translated documents 9 and words from the various professionals to 10 the debtor and the debtor. 11 Q. Did you communicate with the 12 debtor about this SOFA and schedules? 13 A. No. 14 Q. You mentioned some translated 15 documents. Did you receive those 16 translated documents in connection with 17 your work on the SOFA and schedules? 18 A. No. I don't read Mandarin. 19 Q. Did you see any translated 20 documents? 21 A. I don't recall seeing them. 22 MR AULET: Objection to form. 23 Q. Do you know whether Golden 24 Spring was involved in preparing the SOFA 25 and schedules? Page 57 15 (Pages 54 - 57) 1　C. JALBERT　1　C. JALBERT 2　A. I wouldn't know.　2 doing in connection with the SOFA and 3　Q. Do you know what Golden Spring　3 schedule? 4 is?　4　A. I don't know that it's 5　A. Yes.　5 anticipated but to the extent facts and 6　What is it? Q.　6 circumstances, at some point in time, 7　A. It's -- as I understand it -- a　7 require a review and possible amendment, I 8 family office in New York City for the　8 think we would have to participate because 9 debtor's son. Exactly how it's run, all　9 we're the ones that know Best Case and have 10 that, I don't have any information.　10 that system but there's nothing 11　Q. Who is the debtor's son?　11 anticipated. It's only if that 12　A. I don't know his name.　12 materializes, we would participate. 13 Debtor's son.　13　Q. You've said --you've mentioned 14　Neither you nor anyone at Q.　14 Best Case a couple times. What do you mean 15 Verdolino and Lowey met with or　15 by that? 16 communicated with the debtor about the SOFA　16　A. It's a software that the 17 and schedules?　17 industry uses. I think it's the most 18　MR AULET: Objection to form.　18 prominent software that supports the 19　A. Correct.　19 preparation of SOF A's and -- SOFA's and the 20　Can you describe what work Q.　20 schedules. I think they're used throughout 21 Verdolino and Lowey did in preparing the　21 the industry by most everybody. 22 SOFA and schedules?　22　So is it fair to say it's like Q. 23　We participated with several A.　23 a TurboTax of preparing SOFA's and 24 lengthy phone calls with various people　24 schedules? 25 from Brown Rudnick, not all of whom I'm Page 58　25　Or QuickBooks or --you know. A. 1　C. JALBERT　1　C. JALBERT 2 going to remember were on the phone and　2　So that software is essentially Q. 3 also with Melissa Francis and Aaron　3 garbage in, garbage out, right? 4 Mitchell. Aaron Mitchell and Melissa　4　MR AULET: Objection. 5 Francis provided significant levels of　5　A. Every software is garbage in, 6 input of various information. Brown　6 garbage out. 7 Rudnick had been involved in the case　7　Turning to the second bullet Q. 8 before we were. They already had a large　8 point in the retention agreement, it reads, 9 knowledge base so we -- we talked with　9 "assistance with preparation and/or review 10 Brown Rudnick team and Melissa and Aaron on　10 of cash flow and related budget projections 11 the phone and then numerous e-mails.　11 and including advising as to post-filing 12　THE WITNESS: I agree. Hot.　12 finances". Do you see that? 13　MR HARBACH: Yeah, I tried to　13　A. Yes. 14　keep out the sun.　14　Q. What work has Verdolino and 15　Q. Did Verdolino and Lowey perform　15 Lowey done in connection with this line 16 any investigation to verify information　16 item? 17 obtained from Brown Rudnick, Melissa　17　A. Nothing. 18 Francis or Aaron Mitchell?　18　Q. What work does Verdolino and 19　A. No.　19 Lowey anticipate doing in connection with 20　So is it fair to say you took Q.　20 this line item? 21 their word regarding the representations　21　Anticipate doing this if we're A. 22 contained in the SOFA and the schedule?　22 in the case and there's a DIP. 23　A. That's fair.　23　So it includes budget Q. 24　Is there any outstanding work Q.　24 projections. Budget projections for who? 25 that Verdolino and Lowey will anticipate　25　A. I imagine we will try and 16 (Pages 58 - 61) 1 C. JALBERT 1 C. JALBERT 2 establish what a budget would be for -- for 2 DIP loan in this case? 3 instance, committee counsel and its 3 A. Hope so. 4 financial advisors, debtor's counsel and 4 Q. Do you have experience with DIP 5 their financial advisors, the United States 5 loans? 6 Trustees fees. There were a number of 6 A. Yes. 7 firms that were intended to be ordinary 7 Q. How much experience do you 8 course professionals and any other 8 have? 9 anticipated disbursement in the case that's 9 A. I don't know how many hundred 10 approved in one way, shape or form by court 10 cases with DIP loans. 11 order. 11 Q. What work has Verdolino and 12 Q. It also includes review of cash 12 Lowey done in connection with this line 13 flow. What cash flow? 13 item? 14 A. The DIP money. 14 MR AULET: Objection to form. 15 Q. The debtor has no income, 15 A. We're talking about the third 16 right? 16 one, right, opening and maintaining the DIP 17 A. To my knowledge, correct. 17 account? 18 Q. Have you reviewed the debtor's 18 Q. Yes. 19 declaration filed in this case? 19 A. The only thing I did, when 20 A. I certainly reviewed one or two 20 asked by Brown Rudnick if I'd be willing, 21 of the drafts of it. I don't know that I 21 is I consulted with a bank that does -- 22 saw the final or not. I don't remember. 22 that's on the list of approved financial 23 Q. Are there cash flows coming in 23 institutions of the Department of Justice. 24 from any source at the moment? 24 I checked with that bank, which I use 25 A. Into the Estate? 25 frequently in and out of bankruptcy, to Page 62 Page 64 1 C. JALBERT 1 C. JALBERT 2 Q. Yes. 2 confirm that they would allow me to be a 3 A. Not to my knowledge. 3 signer on the DIP account and they 4 Q. Your knowledge of the debtor's 4 responded in yes. That's the extent of 5 lack of income is based on what you've been 5 which I've done on that. 6 told, is that right? 6 Q. Is that Citizens Bank that 7 A. Yes. 7 you're referencing? 8 Q. No independent investigation in 8 A. Yes. 9 connection with his income? 9 Q. Has Verdolino and Lowey been 10 A. Correct. 10 involved in the negotiation of the 11 Q. This line item also references 11 potential DIP loan? 12 post-filing finances. What is meant by 12 A. No. 13 that? 13 Q. Has Verdolino and Lowey been 14 A. He filed on February 15th. 14 included on any communications regarding 15 Whatever finances, cash receipts, cash 15 the potential DIP loan? 16 disbursements, budgeting from that day 16 A. I don't know. 17 forward. 17 Q. Have you personally been 18 Q. The third line item reads, 18 involved in any written or oral 19 "opening and maintaining the DIP account 19 communications regarding the DIP loan? 20 and effectuating disbursements when 20 A. I don't recall any. 21 necessary and providing accounting of all 21 Q. Do you have an understanding as 22 cash activity". Is it your understanding 22 to how the potential DIP loan would be 23 there's a DIP loan here? 23 structured? 24 A. No. 24 A. Well, I briefly read the DIP 25 Q. Do you anticipate there being a 25 loan at some point in time. I don't have Page 63 Page 65 17 (Pages 62 - 65) 1 C. JALBERT 2 an explicit memory of every -- of the whole 3 thing but I know generally how DIP loans 4 work. 5 Q. In this case, do you know how 6 the DIP loan would potentially be 7 structured? 8 A. I would have to be guessing at 9 mymemory. 10 Q. Who, at Verdolino and Lowey, 11 would perform the work in connection with 12 this line item? 13 MR AULET: Objection to form. 14 A. Presupposing that there is a 15 DIP loan? 16 Q. Yes. 1 7 A. It would -- as repeating, 18 obviously, I would be the signatory on the 19 account. There would be bookkeepers and 20 staff associated with preparing the checks, 21 preparing the reports and reporting to all 22 the parties that be. Some -- I imagine the 23 committee would want to know -- generally, 24 they would like to know on a weekly or 25 biweekly basis what receipts and 1 C. JALBERT 2 disbursements are, major creditors might 3 feel the same way. So whatever the -- 4 whatever the case is, reporting Page 66 5 requirements as they develop, we would take 6 care of that. I don't know what they would 7 be. Aside from the minimum requirement, 8 the monthly operating report. 9 Q. What is Verdolino and Lowey's 10 run rate up until this point? 11 A. What's a run rate? 12 Q. How much has Verdolino and 13 Lowey billed to this matter? 14 A. We've billed zero so far. 15 Q. How much value does Verdolino 16 anticipate it has already billed in this 17 case? 18 A. Are you asking for a WIP to 19 date? 20 Q. What is a WIP to date? 21 A. Work in process hours? 22 Q. Yes, please. 23 A. I have no idea. 24 Q. Does Verdolino and Lowey have 25 any agreement with anyone regarding who Page 67 C. JALBERT 2 will pay the fees in the event the DIP loan 3 does not occur? 4 A. No. 5 Q. Let's tum to the next line 6 item, "preparation, review and analysis of 7 monthly operating reports and/or quarterly 8 reporting". Do you see that? 9 A. Yes. 10 Q. You referenced earlier a 11 monthly operating report that was recently 12 filed in this case? 13 A. Yes. 14 Q. Is that the type of work 15 anticipated in this-- in connection with 16 this line item? 17 A. Well, going forward, there's 18 going to be a lot more than a monthly 19 operating report because there's going to 20 be -- well, presumably, if there is a DIP 21 and if the case continues, there's going to 22 be receipts and disbursements and even if 23 there aren't, the monthly operating report 24 and the US Trustees Office requires that -- 25 the disclosure of all estate professionals Page 68 1 C. JALBERT 2 as they accrue throughout the case. So it 3 didn't happen in the February one because 4 of the scrambling of SOF A's and schedules 5 and 341 meeting and everything else. Going 6 forward, we're going to have to have a 7 report on a monthly basis and a cumulative 8 basis what everybody's fees are, what the 9 cash in and cash out is and part of the 10 monthly operating report calculates the 11 fees due to the United States Trustee 12 Program and then the monthly operating 13 report, you typically have to also -- you 14 attach to it insurance binders, if things 15 expired. If they weren't usually -- 16 usually, I put them in anyway just to avoid 1 7 confusion and someone looking for it. And 18 then complete copies of the bank 19 statements. The United States Trustees 20 Office also wants balance sheet and P&L and 21 cash flow and what the accounts payable, 22 accounts receivable and all the various -- 23 so the first one was filed. Future ones 24 are going to have a lot more information. 25 Q. Taking a step back, can you Page 69 18 (Pages 66 - 69) 1　C. JALBERT　1　C. JALBERT 2 just explain, generally, what a monthly　2　A. The United States Trustee 3 operating report is in a Chapter 11　3 issues bills predicated on the monthly 4 individual case?　4 operating report, to what the expenses that 5　A. It's the same or pretty close　5 meet the definition of a disbursement on 6 to the same I think as the operating report　6 account of the U.S. Trustees form, they 7 in a commercial case. It looked like it to　7 combine the three months in every calender 8 me anyway's. But it's the standard --　8 quarter. So for us, it will be the 9 during the pendency of the case, the　9 February 15th, the February 28th stub 10 operating report, that is required by the　10 period, plus the March 1 to March 31, that 11 US Trustees Program, up until the case is　11 MOR The sum of those 45 days will be in a 12 dismissed, converted or confirmed.　12 bill from the U.S. Trustees Office and, 13　Q. So the procedures that you　13 assuming it's correct, would have to be 14 described relating to the work on the　14 paid before the end of -- I believe this 15 monthly operating report, that presupposes　15 month. 16 the approval of the DIP loan and managing　16　So is it fair to say that Q. 17 of those funds. Is that right?　1 7 Verdolino and Lowey is retained to review 18　A. Well, the monthly operating　18 the quarterly report? 19 report is going to be due irrespective of　19　I don't know if it's listed in A. of the the accrual of the -- 20 that. The --　20 here specifically but certainly the monthly 21 fees of committee counsel, us, the　21 operating report is the form that is the 22 accountant advisor, the debtor, debtor　22 input to the United States Trustees Office 23 committee, others, whoever might be paid by　23 in order to create the bill. So we know -- 24 the Estate including th ordinary course.　24 and it's the fees are statutorily 25 Even if there's not a DIP, that has to be　25 determined based on the level of Page 70　Page 72 1　C. JALBERT　1　C. JALBERT 2 reported in the monthly operating report.　2 disbursements. It's very easy to double 3　You prepared one monthly Q.　3 check their work. We would do that and 4 operating report to date?　4 make sure that the number is right. It's 5　A. In this case?　5 frequently wrong because sometimes they 6　Q. In this case, is that right?　6 issue the bill before the March statement 7　A. Yes.　7 actually hits. So they're estimating. 8　Is another monthly operating Q.　8 They're generally off -- not their fault -- 9 report in progress?　9 in the first quarter because it's not a 10　A. Yes.　10 full quarter. They don't have a basis for 11　Did you also prepare -- scratch Q.　11 making estimates, whatever the case may be 12 that. Did Verdolino and Lowey also prepare　12 but we would -- we would ensure that the 13 the estimated monthly operating expenses　13 fee paid to the U.S. Trustees is 14 contained in the schedule?　14 appropriate under the circumstances. 15　A. To what are you referring to?　15　Q. Turning to the next line item, 16　We can come back to that. Q.　16 "assistance with preparation and/or review 17　A. Okay.　1 7 of estate federal and state income tax 18　Have you or Verdolino and Lowey Q.　18 filings". What work has Verdolino and 19 prepared a quarterly report in this case?　19 Lowey done in connection with this line 20　A. The United States Trustee　20 item? 21 quarterly report?　21　A. Nothing. 22　Yes. Q.　22　Q. I think you mentioned before 23　A. No. We don't prepare that,　23 that you were going to recommend the filing 24 they do.　24 of income taxes. Why do you recommend that 25　What is a quarterly report? Q. Page 71　25 in this case? 19 (Pages 70 - 73) 1　C. JALBERT　C. JALBERT 2　A. I recommend it in every case.　2 legally required or not with a 505(b) 3 So individual estate tax returns,　3 letter. 4 individual estates is a separate --　4　Do you anticipate that multiple Q. 5 completely separate and distinct entity　5 returns will be filed in this matter if the 6 from the individual as opposed to in a　6 debtor chooses to file returns. 7 corporate case, the corporation retains its　7　A. Well, I don't know what the 8 tax identity. You continue to file　8 debtor is going to do and again, it has no 9 C-corporation returns if they're a　9 bearing on the Estate and no bearing on 10 C-corporation, S Corp., partnership,　10 Verdolino and Lowey but the Estate will 11 whatever the case may be and their year end　11 have to file -- I'll recommend that it file 12 remains whatever their year end was　12 a federal return. The debtor is a resident 13 established pre-petition. In a bankruptcy　13 of Connecticut so there would be a 14 estate, the Estate is separate and distinct　14 Connecticut estate tax return and if, for 15 from the individual. The individual has to　15 some reason, there was income from another 16 continue to file his own individual income　16 state, we would file from whatever state 1 7 taxes with whatever his individual income　17 that that income came. So I don't know 18 that doesn't come into the Estate. In a　18 what it's going to be but it's at least 19 Chapter 11 case, virtually all of the　19 going to be Connecticut and the IRS. 20 debtor's income is supposed to come into　20　Q. I think we covered before, it's 21 the Estate. So there really shouldn't be a　21 your understanding that the debtor has no 22 separate one but technically, there could　22 income in this case? 23 be. The Estate is -- the Estate return is　23　A. Correct. 24 generally assigned to be December 31,　24　What work do you anticipate Q. 25 unless you elect otherwise. There are　25 Verdolino and Lowey will do in connection 1　C. JALBERT　1　C. JALBERT 2 reasons to elect otherwise but the most　2 with an individual tax return for the 3 important point is in order to get the --　3 debtor? 4 the relief that's in the bankruptcy code　4　MR. AULET: Objection to form. 5 under Section 505b, in order to get that　5　A. Well, I'd have to guess what's 6 relief, you have to file a tax return. So　6 going to take place between February 15 and 7 I recommend, even when there's no tax due,　7 December 31. I don't know whether there 8 that the return gets filed in order to　8 will be any income or not. There's 9 protect all -- everybody in the case to　9 litigation going on. There might be 10 make sure that there is not an issue that　10 settlements. I don't know whether there'll 11 gives the various taxing authorities 60　11 be income or not but ifthere is, there'll 12 days from the date of filing with the　12 be income. From what source, I don't know 13 505(b) letter to elect to audit it. It's　13 and from where, I don't know but at a 14 the way that the case can move forward to　14 minimum, there will be disbursements and in 15 closure and not have the seven year　15 a bankruptcy, there's two types of expenses 16 statute, three year statutes and the like.　16 from a tax perspective. There are 17 So I recommend everyone does the 505(b).　17 administrative expenses like professional 18 If they don't elect to audit it in the　18 fees and there are other types of expenses 19 first 60 days, then they lose the　19 that are normal to an individual. Mortgage 20 opportunity. If they select it for audit,　20 interest, real estate taxes, whatever the 21 then they got another 120 days. I want --　21 case may be. They are treated in different 22 I recommend it in every single case,　22 ways on the tax return but one of the 23 individual or corporation or partnership or　23 reasons why you would file a return is the 24 LLC, that the tax returns get filed whether　24 --　for tax purposes in a bankruptcy estate, 25 they're necessary or not, whether they're Page 75　25 the fees paid to professionals are 20 (Pages 74 - 77) 1 C. JALBERT 2 deductible and you can build them up like a 3 deferred tax asset. So to the extent, in 4 the future -- after we spend money on the 5 case, if, in the future, there was a large 6 settlement agreement, you would be able to 7 offset the previous administrative NOL's 8 against the future income -- 9 THE COURT REPORTER: The 10 previous administrative -- 11 THE WITNESS: N-O -- net 12 operating losses against a future 13 receipt, which is another reason to 14 file the return. 15 Q. Is it fair to say that the work 16 that Verdolino and Lowey anticipates 17 potentially doing in connection with tax 18 returns depends on whether cash is coming 19 into the debtor or the Estate in the 20 future? 21 MR. AULET: Objection to form. 22 A. No. You're going to have -- 23 you're going to have accrued expenses 24 depending on the -- when the timing of the 25 case and everything, accrued expenses can 1 C. JALBERT 2 be deductible. So cash -- clearly, if 3 there were cash, that would -- that would 4 have to be taken care of but depending on 5 how this case goes and the timing, it's 6 entirely possible that some of the accrued 7 expenses would be deductible. 8 Q. Have you seen the debtor's most 9 recent tax returns? 10 A. I don't know that I would be 11 able to call them most recent tax returns 12 but I've seen parts. I don't know if it's 13 the whole thing. I don't know ifl saw the 14 entire federal and the entire state but I 15 -- I at least saw the New York return and 16 the federal version attached to the New 1 7 York return which may or may not be the 18 entire federal return for 2019 I think and 19 2020. 20 Q. If the debtor's income is zero, 21 what do you anticipate deducting from? 22 MR. AULET: Objection. 23 A. Are we talking about the debtor 24 individually or the Estate? 25 Q. Let's start with the debtor. Page 78 Page 79 1 C. JALBERT 2 A. I have no -- it's not my 3 problem or interest what happens to the 4 debtor, outside of the bankruptcy estate. 5 He's going to have to hire a different 6 accountant to deal with that. 7 Q. Let's talk about the Estate. 8 A. If the Estate has tax 9 transactions, as I said, I would recommend 10 the Estate files tax returns on a timely 11 basis and it would include whatever 12 transactional activity that is allowed 13 under the -- both the bankruptcy code and 14 the internal revenue code and I don't know 15 what that's going to be. 16 Q. Turning to the next line item, 17 it reads, "assistance with reviewing 18 reconciling, analyzing and if necessary, 19 objecting to proofs of claim". What work 20 has Verdolino and Lowey performed in 21 connection with this line item? 22 A. None. 23 Q. Just generally, what does -- 24 what is a proof of claim? 25 A. It's a form. There's a form. 1 C. JALBERT Page 80 2 There's a bankruptcy form that's a proof of 3 claim. I don't remember what the form 4 number is but it's an opportunity for any 5 alleged creditor to file a claim in either 6 a Chapter 11 or a Chapter 7 case. They can 7 file claims on a secured basis, a priority 8 basis, an administrative basis and I'm sure 9 there's more that I'm missing. I don't 10 think there's a claims objection deadline 11 but at some point in time, in a Chapter 11, 12 there's usually a claims objection 13 deadline. If, however, a creditor has been 14 scheduled on Schedule D, E or F and that 15 number happens to be right, then the 16 creditor does not have to file a claim as I 1 7 understand it. If they disagree because 18 it's owed more or less -- and rarely do 19 they disagree if they're owed less but if 20 they're owed more, they're allowed to file 21 a proof of claim and establish what they 22 think the amount due to them from the 23 bankruptcy estate would be. 24 Q. Have you reviewed any of the 25 pending litigation claims in this matter? Page 81 21 (Pages 78 - 81) PAX-014-021 1　C. JALBERT　1　C. JALBERT 2　A. No.　2 someone to do work on a preference What experience does Verdolino　3 analysis. We certainly participated in 3　Q. 4 and Lowey have in analyzing the likelihood 5 of success in pending litigation claims?　4 preparing that because we filed them. 5　Do you know how many Q. 6　A. Absolutely none.　6 pre-petition payments were disclosed in 7　Q. Turning to the next line item,　7 this case? 8 "assistance with reviewing debtor books and　8　A. No. 9 records for possible avoidable transactions　9　Does 21 sound about right? Q. 10 such as preference and fraudulent transfer　10　A. I don't know. 11 claims". Do you see that'J　11　Q. So the line item refers to 12　A. Yes.　12 debtor books and records for possible 13　Can you explain to me, Q.　13 avoidable transactions. Have you reviewed 14 generally, what this means?　14 any debtor books and records in connection 15　A. The bankruptcy code allows a　15 with this engagement? 16 look back period. For preferences, it　16　A. No. 1 7 allows 90 days prior to the filing for　1 7　Has Verdolino and Lowey Q. 18 preference claims and I'll let lawyers　18 reviewed any books and records in 19 define what that is and insiders and other　19 connection with this engagement? 20 fraudulent transfers take place between　20　A. No. 21 zero days and I've heard it's -- whatever　21　Is it fair to say that Q. 22 the statute happens to be for whatever the　22 V erdolino and Lowey relies on the 23 issue might be, one year, two years, four　23 assistance of other parties in connection 24 years, whatever the case maybe but it's a　24 with this line item? 25 search through transactions to see if any Page 82　25　MR AULET: Objection to form. 1　C. JALBERT　1　C. JALBERT 2 of them might be avoidable and recoverable　2　A. Are you talking about past 3 to the Estate.　3 tense or future tense? 4　Q. What analysis has Verdolino and　4　Q. Past tense. 5 Lowey performed in connection with this　5　A. We relied on other individuals 6 line item?　6 for everything that we did from an 7　MR AULET: I would caution the　7 information perspective. 8　Witness to the extent that there is　8　MR AULET: We've been going 9　anything, not to disclose any　9　for awhile so if you need a break -- 10　specifics.　10　THE WITNESS: No, let's get the 11　MS. ARONSSON: Sorry, what do　11　-- let's do it all at once. I would 12　you mean?　12　like to get out of here before 13　MR AULET: That ifhe has done　13　tonight. 14　any work, it would be covered by the　14　MR GOLDMAN: We are going to 15　work/product privilege. Not to　15　break at 12. 16　disclose those specifics.　16　MR HARBACH: Yes, sir. 1 7　Setting aside the work/product Q.　17　Q. Okay, turning to the next line 18 protection that Brown Rudnick is alleging　18 item, "assistance with any necessary 19 in connection with this line item, can you　19 litigation support". I think we covered 20 answer the question?　20 this previously. Do you have anything to 21　Well, one of the questions in A.　21 add about potential services in connection 22 the SOF A's is payments made in the 90 days　22 with this line item that we haven't already 23 prior to bankruptcy. I don't know if　23 discussed? 24 that's necessarily a surprise to anybody　24　A. Not that I can remember. 25 but that is usually the starting place for Page 83　25　Q. Has Verdolino and Lowey done 22 (Pages 82 - 85) 1　C. JALBERT　1　C. JALBERT 2 any work in connection with this line item　2 assets is on liquidated litigation claims? 3 to this date?　3　MR AULET: Objection to form. 4　A. In this case, no.　4　Ifwe did, it would be awfully A. 5　Q. The next -- turning to the next　5　small. 6 line item is "assistance with plan　6　Understood. Are you aware of Q. 7 development and preparation including　7 any draft plans currently being circulated? 8 feasibility". What does this mean?　8　MR AULET: Objection. He's 9　A. Well, in order to have a　9　already testified that he hasn't 10 successful Chapter 11, you have to confirm　10　performed any work on this. So I 11 a plan of reorganization or whatever the　11　don't see what the relevance is to 12 title will be when it's prepared and　12　V &L's retention. 13 created. It might even be a joint plan for　13　MS. ARONSSON: Sure. I'm 14 all I know. In those plans, there　14　curious though about ongoing work in 15 typically is some budgeting because　15　connection with this line item. 16 sometimes payments to creditors are paid　16　MR A ULET: He can answer if 1 7 out over time. We might assist in　17　he's doing any current work with it. 18 preparing the cash flow projections of　18　A. None. 19 receipts and disbursements for some future　19　Turning to -- turning to the Q. 20 time period and my -- I'm not a lawyer but　20 next line item on the next page, it reads, 21 as I understand it, in order to confirm a　21 "general consulting and assistance with any 22 Chapter 11, you must prove that the　22 other matters and tasks that may arise and 23 creditors are getting a better return from　23 as may be directed by you or the debtor". 24 the Chapter 11 plan than they would have in　24 Is it fair to say this is kind of a 25 a Chapter 7 case and that usually requires　25 catch-all? Page 86　Page 88 1　C. JALBERT　1　C. JALBERT 2 that you -- well, you're going to have　2　A. Yes. It's a catch-all with the 3 feasibility and you're going to have --　3 caveat -- this is not my first rodeo -- if, 4 what's the other one -- term is slipping my　4 for some reason, there's a discreet task 5 mind -- I can't remember it but it didn't　5 that is going to be required that will be 6 list it anyway's.　6 comprehensive and costly, we would file a 7　The line item says feasibility Q.　7 motion to amend our employment, what would 8 and I think you mentioned that as well.　8 be covered by the employment but as to -- 9 What does feasibility mean?　9 you know, for instance, sometimes they get 10　A. You -- the projections is　10 a notice from the IRS that requires 15 11 usually the evidence with which to allow　11 minutes for someone to respond to. I know 12 the Court and other parties in interest to　12 little -- little cats and dogs that happen 13 determine what the future cash flows will　13 that don't happen to fit into something 14 be and make their own decision based on　14 else, it's a catch-all for the minutiae. 15 that as to whether the debtor's plan is　15 Not intended to be a catch-all for major 16 financially feasible and the Judge　16 line items and that's only to protect me. 17 obviously has the final determination but　17　Q. Understood. What work or 18 usually everyone puts their two cents in.　18 analysis has Verdolino performed in 19　What analysis has Verdolino and Q.　19 connection with this line item, if any? 20 Lowey done to date in connection with this　20　A. None that I know of. 21 line item?　21　Are you familiar with a company Q. 22　A. None.　22 called Stretto? 23　Would Verdolino and Lowey have Q.　23　A. Yes. 24 a function in developing a plan if the　24　Q. What do they do? 25 debtor's estate's only source of income or Page 87　25　A. I don't know everything that 23 (Pages 86 - 89) Veritext Legal Solutions 866 299-5127 PAX-014-023 1　C. JALBERT　1　C. JALBERT 2 they do but they do claims agent work and　2　MR AULET: Objection to form. 3 other bankruptcy-related work. I don't　3　A. Yes. 4 know what their list of services are. I've　4　You mentioned before that you Q. 5 hired them myself in cases. I think　5 have worked with Stretto in the past? 6 they're still working for me on a case or　6　A. Well, they're in the same -- 7 two right now in a limited basis.　7 some of the same -- well, a couple. One or 8　Are you aware that Stretto was Q.　8 two of the same cases that we're in. 9 involved in this matter?　9　Do you have an understanding as Q. 10　A. I'm aware that there's a motion　10 to whether Stretto could open and maintain 11 to employ them, yes.　11 a DIP account? 12　Generally, what is your Q.　12　A. No. 13 understanding of the scope of work that　13　Do you have an understanding Q. 14 Stretto would potentially be employed to　14 about whether Stretto could monitor 15 do?　15 disbursements in connection with a DIP 16　I have not read their motion to A.　16 account? 17 employ. No idea what their --　17　A. No. 18　MS. ARONSSON: Let's go off the　18　Turning to the books and Q. 19　record. Thank you.　19 records line item, the seventh bullet 20　THE VIDEOGRAPHER: The time is　20 point, I'm going to ask you to assume that 21　11:53 a.m. and we are off the record.　21 there are 21 professional service providers 22　(Whereupon, a brief recess was　22 who have received a pre-petition payment in 23　taken.)　23 the 90 days before filing. I'm also going 24　THE VIDEOGRAPHER: The time　24 to ask you to assume that Stretto can 25　period is 12:22 p.m. We're back on　25 provide analysis with respect to those 1　C. JALBERT　C. JALBERT 2　the record.　2 payments. Why is it necessary for 3　Just wrapping up the questions Q.　3 Verdolino and Lowey to perform these 4 related to Exhibit 4. Turning back to the　4 duties? 5 line item about opening and maintaining the　5　MR AULET: Objection to form. 6 DIP account, would you agree that a bank or　6　It calls for speculation. A. 7 an escrow agent could open and maintain a　7　Most everybody that has half a 8 DIP account?　8 brain can do that. It's not going to be 9　MR AULET: Objection to form.　9 done by me. 10　I don't have any knowledge of A.　10　MS. ARONSSON: The Court 11 why they couldn't but I'm certainly not an　11　Reporter is going to hand you what is 12 expert.　12　being marked as Jalbert Exhibit 5. 13　What about monitoring Q.　13　(Whereupon, Official Form 14 disbursements and effectuating　14　106Sum was marked as Jalbert Exhibit 15 disbursements?　15　5 for identification as of this date 16　The bank doing it? A.　16　by the Reporter.) 17　Yes. Q.　17　MS. ARONSSON: I'll say forthe 18　A. I don't think the bank's going　18　record, this is a document that has 19 to do it.　19　been filed as Docket Number 78 in 20　Or an escrow agent. Q.　20　this case. 21　A. An escrow agent would have more　21　Do you recognize this document, Q. 22 obligation, whatever the escrow agreement　22 Mr. Jalbert? 23 says. I don't --　23　A. Yes. 24　But an escrow agent could be Q. 25 employed to perform those duties?　24 25　What is it? Q. A. The first page is the official 24 (Pages 90 - 93) 1 C. JALBERT 2 form 106Sum which is the summary of assets 3 and liabilities and certain statistical 4 information for the debtor, Ho Wan Kwok. 5 Q. I think we've discussed earlier 6 that Verdolino and Lowey had a role in 7 preparing the SOFA and schedule. Is that 8 right? 9 A. Yes. 10 Q. Verdolino and Lowey had a role 11 in preparing this document? 12 A. Yes. 13 Q. I just want to walk through 14 this at a high level. The first line item 15 is -- item one relates to property. What 16 does this line item include? 1 7 A. What specific -- A, B or C or 18 all of them? 19 Q. Sorry, fair question. IA. 20 A. Well, it reads "Schedule A/B 21 Property official form 106A/B", question or 22 IA, "copy Line 55. Total real estate from 23 schedule A/B". 24 Q. Thank you. And it reads zero? 25 A. Correct. Page 94 1 C. JALBERT 2 Q. What analysis, if any, did 3 Verdolino and Lowey do to prepare this line 4 item? 5 A. I worked with the lawyers. 6 Q. Did you do any independent 7 investigation with respect to the line item 8 IA? 9 MR. AULET: Objection to form. 10 A. No. 11 Q. Turning to lB, this reads, 12 "total personal property from Schedule A/B" 13 and I think this refers us to Line 36? 14 A. I would have thought it related 15 to Line 62. 16 Q. It does and then 62. Sorry -- 1 7 so 62 refers back to 5 6 to 61. Do you see 18 that, that's on Page 7 of the PDF? 19 A. Lines 56 to 61, is that what 20 you're referring to? 21 Q. That's right. 22 A. Yep. 23 Q. The only item populated in 55 24 to 61 is Item 58? 25 A. Correct. Page 95 1 C. JALBERT 2 Q. Item 58 refers to Line 36? 3 A. Okay. 4 Q. So 36, just up the page, the 5 total amount here is 3,850 dollars. Do you 6 see that? 7 A. Yes. 8 Q. So 36 wraps up into one number. 9 Part 4 of this filing, is that fair? 10 MR. AULET: Objection to form. 11 A. Well, when you mean this 12 filing, are you talking about Part 4 of 13 Schedule A/B. 14 Q. I am, yes. Thank you for the 15 clarification. 16 A. I would agree that Line 36 is 1 7 the sum of Part 4 which starts at question 18 16. 19 Q. What analysis, if any, did 20 Verdolino and Lowey perform in connection 21 with these line items? 22 A. Whatever we did, we did working 23 with the lawyers. 24 Q. I'm going to ask you to tum to 25 Page 3 of the document. Page 96 1 C. JALBERT 2 MR. AULET: Just for 3 clarification, every time you're 4 refer to Page 3, you're referring to 5 the top numbers? 6 MS. ARONSSON: Yes. I'm 7 referring to the docket numbering at 8 the top. Page 3 of 23. 9 Q. Starting with Part 1 here, did 10 Verdolino and Lowey perform any work in 11 connection with this line item? 12 A. Ifwe did, we did with counsel. 13 Q. In Part 2, Item 3 and 4 14 referring to cars, vans, trucks, etcetera, 15 watercraft, aircraft, did Verdolino and 16 Lowey perform any work in connection with 1 7 this section? 18 A. All with counsel. 19 Q. So it's fairto say, when you 20 say you performed work with counsel, you 21 didn't perform any independent 22 investigation? 23 A. Correct. 24 Q. Part 3, Items 6 through Items 25 15 refer to personal and household items, Page 97 25 (Pages 94 - 97) 1　C. JALBERT　1　C. JALBERT 2 is that right?　2 EXAMINATION BY 3　A. Yes.　3 MR HARBACH: 4　Without walking through each of Q.　4　Q. For the record, this is David 5 these, did you perform -- did Verdolino and　5 Harbach at O'Melveny, also representing 6 Lowey perform any work in connection with　6 Pax. I just have a few questions. Sir, I 7 Items 6 through 14?　7 believe you mentioned earlier that you or 8　A. Nothing -- not with the　8 Verdolino and Lowey were involved in 9 attorneys.　9 helping to prepare the notes for the 10　Just to be clear about your Q.　10 schedules that were filed? Have I got that 11 role, were you provided information from　11 right? 12 counsel and you were responsible for　12　The specific part of the A. 13 drafting this form or did you rely on　13 notes -- 14 counsel to draft this form?　14　Q. Yes, sir. The specific notes. 15　MR AULET: Objection to form.　15　Not the general -- A. 16　A. We keypunched into the forms　16　Understood. Q. 17 after consultation obviously.　17　A. Yes, I worked with counsel on 18　Q. Did you do anything besides　18 that. 19 keypunch into the form?　19　The specific notes are -- Q. 20　A. We discussed matters with the　20 appear at Document Number 77 on the docket 21 attorneys.　21 and I don't have an extra copy for you but 22　Q. I'm asking in connection with　22 I hope you'll agree that it won't be 23 filing the schedule and the SOFA, when you　23 necessary. When it comes to questions 24 say you communicated with the attorneys,　24 about things like electronics and household 25 you're talking about Brown Rudnick?　25 goods and furnishings, which my colleague Page 98　Page 100 1　C. JALBERT　C. JALBERT 2　A. And Melissa Francis and Aaron　2 was just asking you about, the specific 3 Mitchell.　3 notes state, for example, "numerous items 4　Did you communicate or did Q.　4 fitting the personal and household 5 Verdolino and Lowey communicate with anyom　5 definition are located at the residence and 6 else besides the attorneys at Brown　6 the apartment" and then it goes onto say, 7 Rudnick, Melissa Francis and Aaron　7 "except as otherwise set forth herein, the 8 Mitchell?　8 debtor has no legal title to the contents 9　A. No.　9 of either the residence or the apartment 10　Q. Were you provided any facts or　10 and no court has made any determination 11 information from any party when punching in　11 that the debtor has any other interests in 12 these line items?　12 any such items". My question for you is 13　A. We were informed by facts, lots　13 was Verdolino and Lowey at all involved in 14 ofthem from the attorneys and lots of　14 making the assessment of whether any of 15 discussion.　15 these household items belonged to the 16　Q. Was it -- scratch that. The　16 debtor? 17 information you received, was it oral?　17　MR AULET: I just lodge an 18　A. Some was oral and some was in　18　objection to asking him about a 19 e-mails, I believe, from counsel.　19　document that you're not showing him. 20　MR HARBACH: Do you mind ifl　20　You can answer if you can. 21　ask a couple questions?　21　A. To be clear, are you asking me 22　MS. ARONSSON: Sure.　22 ifl investigated whether the spatulas and 23　MR AULET: I don't have any　23 the pots and pans existed and who bought 24　objection.　24 them and how much they were and are they at 25　MR HARBACH: Thank you. Page 99　25 the house? Veritext Legal Solutions 866 299-5127 26 (Pages 98 - 101) 1 C. JALBERT 2 Q. All I'm asking is whether 3 Verdolino and Lowey had any role in making 4 the judgment call over whether the 5 household items at the residence or the 6 apartment belonged to Mr. Kwok or was that 7 something that was left to the lawyers? 8 MR AULET: Objection to form. 9 A. We did no investigation. I had 10 no personal knowledge not told to me by 11 Aaron Mitchell, Melissa Francis and Brown 12 Rudnick about the ownership of those. So 13 it wasn't my decision and I didn't 14 investigate but I certainly was party to 15 the conversations regarding that. 16 Q. During those conversations, if 17 one of those people, a lawyer at Brown 18 Rudnick or Melissa -- whose last name I 19 forget -- 20 A. Francis. 21 Q. Francis, thank you. 22 Represented to you that those items do not 23 belong to Mr. Kwok, you just accepted that 24 at face value? 25 A. Correct. Page 102 1 C. JALBERT 2 MR HARBACH: Okay, thank you. 3 Thank you, Laura. 4 CONTINUED EXAMINATION 5 BY MS. ARONSSON: 6 Q. This is Laura Aronsson from 7 O'Melveny. Just turning back to what we 8 were talking about in connection with the 9 schedule. I think David covered this. So 10 when drafting this, how did you decide 11 whether an item like the iPhone referenced 12 in Line Item 7 or the clothes referenced in 13 Line Item 11 or the family dog referenced 14 Item 13 belonged to Kwok as opposed to 15 another person or entity? 16 A. I was informed by either 17 Melissa Francis or Aaron Mitchell or they 18 informed Brown Rudnick and Brown Rudnick 19 informed us. 20 Q. Is it fair to say that that 21 chain of events that you just described 22 applies to all of the items identified in 23 this schedule? 24 MR AULET: Objection to form. 25 A. I don't know -- we better go Page 103 1 C. JALBERT 2 item by item if that's what you want to do. 3 I don't know what you're referring to. You 4 know, you got specific lines you're talking 5 about? 6 Q. Sure, that's fair. So in 7 connection with any of the assets 8 identified in the schedule as belonging to 9 Mr. Kwok, you solely relied on the chain of 10 events you previously described, Brown 11 Rudnick received information from Melissa 12 Francis and Aaron Mitchell? 13 MR AULET: Objection to form. 14 A. No, that's not whatl said. I 15 said we heard directly from Melissa Francis 16 or Aaron Mitchell or they informed Brown 17 Rudnick and Brown Rudnick told me that 18 they -- what the answer was from them. 19 There was no one way of communicating. It 20 was fluid situation. We had a very short 21 time to do them but it was not one way or 22 the other. It was, as I said, either and 23 many times the e-mails were with all the 24 attorneys on the e-mail or it was a phone 25 call with a lot of parties and I don't 1 C. JALBERT Page 104 2 remember all of the parties but the source 3 of the information was for us, first, Aaron 4 Mitchell and Melissa Francis in no 5 particular order. Now I don't remember who 6 knew more about what than the other or if 7 they passed information onto Brown Rudnick, 8 who then passed it onto us. Obviously, 9 after they did whatever legal analysis they 10 wanted to do. 11 Q. In preparing these documents, 12 did you ask for any information from Brown 13 Rudnick or Aaron Mitchell or Melissa 14 Francis that you were not given? 15 A. I don't remember asking a 16 question they didn't answer but I didn't 17 investigate anything. 18 Q. I want to tum to Page 16 of 19 this document. So at the bottom of the 20 page, to direct your attention there, Part 21 2 reads, "estimate your ongoing monthly 22 expenses". Were you involved in drafting 23 this section? 24 A. Yes. 25 Q. What was your role -- or Page 105 27 (Pages I 02 - I 05) 1 C. JALBERT 2 scratch that. What was Verdolino and 3 Lowey's role in connection with this 4 section? 5 A. We had discussions with the 6 legal team, which is Brown Rudnick team 7 plus Aaron Mitchell, plus Melissa Francis, 8 probably more than one time, probably 9 orally, probably in e-mail and it was a 10 discussion. 11 Q. Turning to the next page, the 12 estimated monthly operating expenses reads 13 zero. Is that fair? 14 A. Yes. 15 Q. Did you anticipate the debtor's 16 monthly operating expenses to remain zero 1 7 after this point? 18 MR AULET: Objection to form. 19 A. It certainly was discussed with 20 the attorneys. I don't think it's a 21 secret. There was lots of discussion 22 yesterday. So my expectation is yes, as to 23 his expenses, his payment of his expenses 24 is going to remain I think zero. 25 Q. I think you said his -- his 1 C. JALBERT 2 expenses. In your view, what does his 3 expenses cover? 4 A. There's a whole list of them Page 106 5 here. You want to go down them? It looks 6 like about 30 of them. Real estate taxes, 7 property and homeowners and renters' 8 insurance, home maintenance repair and 9 upkeep expenses, home ownership association 10 and condo dues. Don't even know if those 11 are applicable. Electricity, heat and 12 natural gas. Want me to keep going? 13 Q. So we can just agree that Items 14 4 through 21 would include monthly 15 expenses? 16 A. Again, as it relates to him 17 paying them, I would agree. My 18 understanding is they're going to remain 19 zero. 20 Q. So this -- the analysis 21 contained in this document is separate from 22 the monthly operating report, the reports 23 that you, Verdolino, draft in connection 24 with this case? 25 A. Correct, because the monthly Page 107 1 C. JALBERT 2 operating report is a different report and 3 that's a completely different question than 4 what's on here. 5 Q. Can you explain to me the 6 difference? 7 A. And I don't remember what 8 question it is, is it like 4 or 5 or 6E or 9 whatever it is, the request is to report 10 the expenses paid by others on the debtor's 11 behalf. That's not what this asks. So in 12 the schedule, we listed some funds and we 13 will, going forward, be listing and 14 reporting, as required by the MOR, the 15 expenses paid by others on behalf of the 16 debtor which is again different from what 1 7 this asks. 18 Q. Focusing on what this asks, 19 it's your understanding that the debtor's 20 ongoing monthly expenses is zero? 21 MR AULET: Objection to form. 22 A. The debtor's payment of the 23 ongoing expenses is zero. 24 Q. You did no investigation into 25 whether that is correct? 1 C. JALBERT 2 A. Correct. 3 Q. Turning just to the Excel 4 sheets at the end of this document, 5 starting just broadly, was Verdolino and 6 Lowey involved in preparing these 7 documents? 8 A. Well, we were certainly 9 involved with others, yes. 10 Q. What -- generally, what work Page 108 11 did Verdolino and Lowey do in connection 12 with these documents? 13 A. Reviewed them for 14 reasonableness, assisted in putting them in 15 a form that would normally be seen in a 16 SOFA and schedule. I think some ofthis 1 7 was uploaded into the actual Schedule F 18 because I think Schedule F -- well, maybe 19 it doesn't. I don't know. I don't 20 remember whether this was uploaded or not 21 but it could be. So that -- so it starts 22 with D. So all of these, we worked with 23 the attorneys and that's again, all three, 24 the Brown Rudnick team, Aaron Mitchell and 25 Melissa Francis. Page 109 28 (Pages I 06 - I 09) 1 C. JALBERT 2 Q. I think you said the phrase 3 reviewed for reasonableness. What do you 4 mean by that? 5 A. Well, ifwe had anything to 6 compare information to, we compared it 7 or -- or if we had a question, we asked a 8 question of the lawyers. I don't remember 9 offhand what those were. 10 Q. Can you think generally of any 11 issues that you investigated in connection 12 with preparing these? 13 A. I'm sure on a couple of them, 14 we wanted the make sure that -- that there 15 wasn't a missing digit or an extra digit so 16 I'm sure someone from my team walked 17 through with someone, probably either 18 Melissa or Aaron, just as a double check 19 that it's what -- what the number on the 20 form was the number that they intended. 21 There wasn't, in there someplace, a human 22 error. 23 Q. Can you think of anything else 24 specific that you investigated? 25 A. We did not investigate. Page 110 1 C. JALBERT 2 MS. ARONSSON: The Court 3 Reporter is going to hand you what's 4 being marked as Jalbert Exhibit 6. 5 This is a document filed in this case 6 as Docket 77. 7 (Whereupon, Global Notes was 8 marked as Jalbert Exhibit 6 for 9 identification as of this date by the 10 Reporter.) 11 Q. Do you recognize this document? 12 A. Yes. 13 Q. What is it? 14 A. The Global Notes and Statements 15 of Limitations Methodology and Disclaimers 16 Regarding the Debtor's Schedules of Assets 17 and Liabilities and Statement of Financial 18 Affairs and the debtor is Ho Wan Kwok. 19 Q. And this is a specific line 20 item that Verdolino and Lowey's proposed 21 retention relates to? 22 MR. AULET: Objection to form. 23 A. Can I go back and take a look? 24 I don't know what the global notes are 25 listed or not but these are part and parcel Page 111 C. JALBERT 2 to the SOF A's and schedules. So it would 3 be part of the first bullet, "assistance 4 with preparation of the statement of 5 financial affairs and schedules and all 6 support thereto and any amendments, if 7 necessary". 8 Q. What was Verdolino and Lowey's 9 role in preparing this document? 10 A. Well, we certainly assisted in 11 drafting. We assisted in reviewing, 12 particularly the specific notes but there 13 was -- there was a lot of back and forth 14 and a lot of work between the Brown Rudnick 15 law firm, Aaron Mitchell, Melissa Francis 16 and Verdolino and Lowey, both -- all three 17 at Verdolino and Lowey, Matt Flynn, Mary Jo 18 Schindler and myself. 19 Q. Just to understand, what 20 specific work did Verdolino and Lowey do in 21 connection with preparing this document? 22 MR. AULET: Objection to form. 23 A. Well, like I said, we had 24 numerous e-mails, we reviewed everything, 25 we made comments. We might have drafted a Page 112 1 C. JALBERT 2 paragraph here or a paragraph there. I 3 think we assisted the group in making sure 4 the references, amongst the notes and 5 amongst the questions and the SOFA's and 6 amongst the schedules to the extent they 7 were interrelated, that the references were 8 appropriate. We made sure that the 9 writings were the facts as we knew them. 10 Didn't investigate but we had lots of 11 discussions and we made sure that what was 12 represented here was our memories. 13 Q. Thank you. Turning to Page 4, 14 Question 1 in the middle ofthe page, asks 15 "do you own or have any legal or equitable 16 interest in any residence, building, land 17 or similar property". The answer in Item 18 1, below it, reads, "the debtor has use and 19 occupancy ofreal estate located at 373 20 Taconic Road, Greenwich, Connecticut". Do 21 you have any understanding as to why the 22 use and occupancy of certain real estate is 23 relevant to this filing? 24 MR. AULET: Objection to form. 25 A. Well, I'm not a lawyer but Page 113 29 (Pages 110 - 113) 1　C. JALBERT　C. JALBERT 2 Schedule A is I thought real property that　2 Haven on Wednesday for the 341 meeting but 3 was owned by the debtor. I would have to　3 I don't know -- I know it's a valuable car. 4 go back and confirm that but real estate.　4 I don't know what the name is and I don't 5 So it would be -- he's alive. He resides　5 know who owns them. I know the debtor -- 6 in a residence and I'm presuming this is　6 just as this says, the debtor has use. 7 the appropriate legal description of the　7　So beyond what this says here Q. 8 facts and circumstances of his living in　8 and your previous answer, do you have 9 that residence.　9 anymore information about the vehicles that 10　Q. Again, no independent　10 the debtor has use of? 11 investigations into this?　11　A. No. 12　A. Correct.　12　Q. Did you witness the debtor 13　Q. Did you perform any evaluation　13 using any luxury vehicles at any time? 14 of the residences listed in Question 1?　14　A. I don't know what you mean by 15　A. No.　15 using but he got out of one in New Haven on 16　Q. The second bullet refers to an　16 Wednesday. 17 apartment in the Sherry Netherland Hotel?　1 7　Do you know what kind of car it Q. 18　A. Yes.　18 was? 19　Q. Did you draft this section?　19　A. I don't remember. 20　A. Did I draft it? I doubt it. I　20　Is this -- strike that. Is -- Q. 21 might have reviewed it. I might have had　21 is the answer to Question 3 relevant to the 22 input in something but this is not my　22 preparation of monthly operating reports? 23 language.　23　A. Probably, yes. 24　Q. Are you aware that the entity　24　Why? Q. 25 holding the legal title to the Sherry　25　A. Because I imagine there's a Page 114　Page 116 1　C. JALBERT　1　C. JALBERT 2 Netherland apartment is in bankruptcy?　2 cost associated with those vehicles being 3　A. Well, I know there's a Chapter　3 provided for his use and again, I don't 4 11 going on. Exactly what's in Chapter 11　4 remember exactly what the question is, 4, 5 5 and who owns what, I have not confirmed or　5 or 6, like E, where the rules say to report 6 made an investigation but generally　6 expenses made by third-parties on behalf of 7 speaking, I understand that that apartment　7 the debtor. Well, I'm thinking the use of 8 is somehow in Chapter 11 in New York.　you know, I don't know if 8 the vehicles -- 9　Any involvement in those Q.　9 there's a car payment on it, gasoline, 10 proceedings in New York?　10 insurance, I don't know but something might 11　A. No.　11 be in there. 12　Q. Turning to the next page,　12　What about the purchase of the Q. 13 Question 3 asks for interests, broadly　13 vehicle itself whenever it was purchased, 14 speaking, in any vehicles. The response　14 is that relevant to the monthly operating 15 reads that "the debtor has use of　15 report? 16 automobiles including luxury automobiles　16　A. Well, monthly operating reports 17 and motorcycles". Did you do any　17 are usually a disbursement in a particular 18 investigation into this analysis?　18 time period. I imagine if they've bought 19　A. No.　19 one of those cars during the pendency, 20　Q. Do you have any understanding　20 maybe it shows up. I don't know. On the 21 of what vehicles the debtor uses?　21 other hand, you could make an argument that 22　A. Only from my memory, the -- he　22 the use of the vehicle is not the same 23 has access to a luxury vehicle and I think　23 thing as buying the vehicle because maybe 24 there's a vehicle that his security travels　24 other people use it too. So you would have 25 in. As a matter of fact, they were in New Page 115　25 to find a way of allocating the cost. 30 (Pages 114 - 117) 1　C. JALBERT　1　C. JALBERT 2　Does that answer apply to the Q.　2　A. No. 3 Question 1 about residences as well?　3　Q. Turning to Page 8, Question 26 4　MR AULET: Objection to form.　4 asks for patents, copyrights, trademarks, 5　A. The debtor resides in a　5 etcetera. The answer refers to 6 particular residence. They're -- the only　6 unregistered copyrights and other 7 people there that I know of, except for a　7 intellectual property interest in music and 8 maid that comes in and security and　8 videos posted to various platforms. What 9 possibly visits from family. So I imagine　9 is this referring to? 10 the cost of the residence would be on that　10　A. The whole thing? 11 so -- that monthly operating report in some　11　Q. Yes. 12 amount and I think I -- I was a proponent　12　A. The Question 26 refers to 13 of50 percent of that cost would be on　13 various intellectual property patents, 14 behalf of the debtor because the spouse　14 copyrights, trademarks, trade secrets and 15 lives there too and I didn't count the kids　15 intellectual property. The debtor -- I'll 16 because they only came to visit the debtor.　16 just read it to you. "The debtor has 17 So I kind of ascribed more to the mother　17 possible unregistered copyrights and other 18 and father and split the cost but there's　18 intellectual property interest in music and 19 no home purchase in there. There's no --　19 videos posted to various digital and media 20 again, it's what you pay in that current　20 platforms such as YouTube, GTV, Twitter" 21 month. So I'm assuming they're telling --　21 and -- I don't even know, GETTR, whatever 22 we're going to be disclosing what is paid　22 that is. "The debtor ascribes no value to 23 in that particular time frame on behalf of　23 his social media assets and has made no 24 the debtor on the various categories, the　24 attempts to monetize his social media 25 vehicles, the security, the home --　25 presence". Page 118　Page 120 1　C. JALBERT　1　C. JALBERT 2　Q. Thank you --　2　Beyond what's written on the Q. 3　A. Food.　3 page, do you have any understanding of what 4　Q. Thank you. Question 4 refers　4 this refers to? 5 to watercraft, aircraft, motor homes and　5　A. No. 6 the answer references previous access to　6　The second sentence notes that Q. 7 the use of a yacht named the Lady May. Do　7 the debtor ascribes no value to these 8 you have any -- beyond what's written on　8 items, do you see that? 9 this page, do you have any understanding of　9　A. Yep. 10 Mr. Kwok's interest the Lady May?　10　You performed no valuation of Q. 11　A. Nothing that's not printed on　11 these items in connection with your work? 12 this page.　12　A. Correct. 13　Did you do any independent Q.　13　Do you know if any valuation Q. 14 investigation into this?　14 was performed? 15　A. No.　15　None to my knowledge. A. 16　Items 6 and 7, household goods Q.　16　Question 31 asks for interest Q. 17 and electronics. I think we covered that　17 and insurance policies. The answer refers 18 previously. In connection with Items 6,　18 to his spouse's health insurance policy 19 household goods through Questions 17 on　19 which has no cash value. Do you see that? 20 this page -- so just for clarity, it's　20　A. Yes. 21 Questions 6, 7, 8, 9, 11, 17. Did you do　21　Is it standard practice that a Q. 22 any investigation as to what -- as to　22 health insurance policy has no cash value? 23 whether the items referenced in here belong　23　A. I've never seen a situation 24 to Mr. Kwok versus some other third-party　24 where a health insurance policy has a cash 25 or entity? Page 119　25 value except for to the beneficiary of -- 31 (Pages 118 - 121) 1 C. JALBERT 2 if you have a health insurance plan, it has 3 a lot of value to you when you go to the 4 hospital and it pays the bills for you. 5 There's not an independent value to a 6 third-party that you can sell. 7 Q. Do you have any knowledge about 8 the health insurance policy that the debtor 9 has currently? 10 A. No. 11 Q. Question 53 asks for property 12 of the kind not listed and the answer 13 refers to his membership at Mar-a-Lago Club 14 in Palm Beach. Is this the type of thing 15 that Verdolino and Lowey would include on a 16 monthly operating report if Mr. Kwok, the 17 debtor, used the membership? 18 MR AULET: Objection to form. 19 A. I would have to use conjecture. 20 Q. Go ahead. 21 A. Well, the first monthly 22 operating report was filed in February. I 23 don't know whether he went down there or 24 not. I don't know ifhe went down there in 25 March. Ifhe -- ifhe wentthere, I Page 122 1 C. JALBERT 2 imagine there would be travel expenses. I 3 don't know whether there would be a fee for 4 the golf and maybe he had lunch. So I 5 imagine ifhe physically went there and 6 used it, there would be -- there might be 7 -- there would be something in the monthly 8 operating report but if he stays where I 9 think he's going to stay, in Greenwich 10 where he's safe, it's not going to be 11 relevant. 12 Q. What is your basis for thinking 13 he's going to stay where he is in 14 Greenwich? 15 A. I listened to the 341 meeting 16 yesterday -- excuse me, Wednesday. 17 Q. Besides the knowledge gathered 18 from that hearing on Wednesday, the 341 19 hearing, do you have any independent 20 knowledge about the debtor's expected 21 travel or location? 22 A. I have no knowledge whatsoever 23 of where he's going to be at any point in 24 time. 25 Q. Would you rely on Brown Page 123 1 C. JALBERT 2 Rudnick, Aaron Mitchell and Melissa Francis 3 to inform you of how he might benefit from 4 things like his like his Mar-a-Lago 5 membership in connection with drafting the 6 monthly operating report? 7 A. I certainly would listen to 8 counsel on that for sure. 9 Q. But Verdolino and Lowey 10 wouldn't endeavor to seek out information 11 about these monthly expenses -- 12 A. Well, we're going to seek out 13 and we're going to point to the question 14 and we're going to ask for information 15 that's responsive to that. I don't have 16 access to the information. We don't 1 7 investigate. I'm not going to keep track 18 of where the debtor goes or doesn't go. So 19 someone would need to tell us the 20 information. We would then review it but 21 I -- I think that Mar-a-Lago thing, at 22 least for the foreseeable future, is not an 23 issue but if it becomes an issue, someone 24 will tell me. 25 Q. Turning to Page 11, Schedule I, C. JALBERT 2 the second to last sentence here and it's Page 124 3 that "the debtor plans to amend Form 122B 4 filed on February 15th, 2022 in which 5 debtor erroneously claimed monthly income 6 of\$19,488". Do you see that? 7 A. Yes. 8 Q. Do you know what that refers 9 to? 10 A. Yes. 11 Q. What is it? 12 A. The debtor inadvertently or 13 accidently -- I don't know what the term 14 would be -- erroneously filed a Form 122B. 15 It included \$19,488 dollars which met -- 16 the form met for the monthly income, I 17 think the review by the lawyers was that's 18 incorrect and so they -- the debtor filed 19 an amended 122B or at least intended to -- 20 I don't know if it's done yet or not -- 21 excluding that income. 22 Q. Did Verdolino and Lowey perform 23 any work in connection with that erroneous 24 inclusion? 25 A. I'm sure anything we did was in Page 125 32 (Pages 122 - 125) 1 C. JALBERT 2 consultation with the lawyers. 3 MR AULET: Objection to form. 4 Sorry. 5 Q. Turning to Page 13, Question 16 6 refers to a retainer of 500 thousand for 7 Brown Rudnick and then refers to one 8 million dollars from Lamp Capital. Do you 9 have any knowledge of that transaction 10 outside of what's written on the page? 11 A. I think there was discussion of 12 it yesterday -- excuse me, on Wednesday at 13 the 341 meeting and I think I saw a draft 14 of Brown Rudnick's retention papers -- I 15 think I did where I thought something was 16 mentioned in there. 17 Q. Do you recall what that was? 18 A. No. Something along the lines 19 of what's right here. 20 Q. Do you know what Lamp Capital 21 LLC is? 22 A. An entity owned by someone that 23 is not the debtor. 24 Q. Do you have any idea who it is 25 owned by? Page 126 1 C. JALBERT 2 A. Only a guess. 3 Q. Can you tell me -- I guess you 4 don't need to speculate. Do you have any 5 information that -- about what informs your 6 guess? 7 MR AULET: Objection to form. 8 A. My memory was there was a lot 9 being talked about but my memory was 10 something was said during the 341 meeting 11 but it is very -- I was very back of the 12 room, as you know, and it was very hard for 13 me to hear the English version from the 14 interpreter. So I can't be sure but I 15 thought I heard something that discussed 16 who owned Lamp. 1 7 Q. Outside of what you heard at 18 the 341 hearing and this other document 19 that you remember seeing, do you have any 20 knowledge about Lamp or its operations? 21 A. No. 22 Q. The next item, Question 18 23 refers to a litigation funding agreement 24 dated November 8th, 2021. Have you seen 25 that agreement? Page 127 1 C. JALBERT 2 A. There are actually five of them 3 I think. They're listed in Schedule D. I 4 don't recall whether I actually saw them or 5 not. I think they were briefly described 6 to me at a minimum by lawyers. 7 Q. Any independent knowledge of 8 those agreements besides -- 9 A. No. 10 Q. Did Verdolino and Lowey do any 11 other investigation in connection with the 12 assets we've talked about that we didn't 13 cover? 14 A. No. 15 Q. Those five litigation 16 agreements we talked about -- 1 7 A. The litigation funding 18 agreements? 19 Q. Yes. Thank you. Have you seen 20 them before? 21 A. Nottomyknowledge. 22 MS. ARONSSON: The Court 23 Reporter is going to hand you what's 24 being marked as Jalbert Exhibit 7. 25 This is a document produced in this Page 128 1 C. JALBERT 2 matter with the Bates stamp Kwok 3 00001752. 4 MR AULET: Just for the 5 record, it's two separate documents 6 so we should make sure -- 7 MS. ARONSSON: I'll represent 8 that this is a family of documents, 9 an e-mail and an attachment. 10 (Whereupon, E-mail Chain was 11 marked as Jalbert Exhibit 7 for 12 identification as of this date by the 13 Reporter.) 14 Q. Mr. Jalbert, I understand 15 you're not on this e-mail. I'm just going 16 to ask you some basic questions about it. 1 7 This is an e-mail between a redacted 18 person, Aaron Mitchell, Matt Flynn and 19 Melissa Francis. Matt Flynn is your 20 colleague. We've talked about the other 21 folks. The attachment is a summary of 22 living expenses from the period February 23 15th to 28th. First, I'm going to ask who 24 is this e-mail from? 25 MR AULET: And I will object Page 129 > Veritext Legal Solutions 866 299-5127 33 (Pages 126 - 129) 1　C. JALBERT　1　C. JALBERT 2　and direct him the Witness to answer　2　Is this the monthly operating Q. 3　for the same reasons that we　3 report filing that we've been discussing 4　discussed previously on the record.　4 that you've been involved in preparing? 5　MS. ARONSSON: And we'll　5　A. Looks like it, yes. 6　continue to dispute the redaction　6　Turning to the filing 120-1, Q. 7　here.　7 the separate loose page, these line items 8　Q. Turning to the attachment, this　8 here, can you just explain broadly what 9 summary of expenses, this was provided by a　9 they are at the bottom? What does the 10 person -- the unknown person in the top　10 total reflect? 11 e-mail, is that right?　11　MR AULET: Objection to form. 12　A. Yes.　12　A. You're referring to the 13　Is it fair to say that this is Q.　13 \$109,827.12? 14 the starting point for Verdolino's monthly　14　Q. Yes. 15 operating report draft?　15　A. I'm trying to see who made the 16　MR AULET: Objection to form.　16 payments but inadvertently, the family, on 1 7　A. As to the one particular　17 behalfofthe debtor, on February 16th, the 18 question, yes.　18 day after the filing, made these two 19　Sorry. What do you mean? Q.　19 payments on pre-petition amounts. So this 20　A. This answers one question on　20 was, in an abundance of caution, in the 161 21 the monthly operating report and again, I　21 thousand dollars that was shown on Part 1, 22 don't remember offhand exactly which one　22 Number E, this 109 thousand dollars is 23 it is but something, 4, 5, 6E. The funds　23 included in the 161,323. So we were --the 24 paid by third-parties on behalf of the　24 lawyers felt it was important to supplement 25 debtor. This is the first pass.　25 the monthly operating report with that Page 130　Page 132 1　C. JALBERT　1　C. JALBERT 2　MS. ARONSSON: McKenzie, Tab　2 information that this was really a 3　19.　3 pre-petition payment paid post-petition. 4　THE WITNESS: Are you done?　4　Understood. Thank you. So the Q. 5　MS. ARONSSON: No.　5 total expenses \$161,323 here, ifwe 6　MR AULET: Should we have the　6 subtract from that, the total inadvertent 7　back up marked as a separate exhibit　7 payments is \$109,827. What does that 8　or --　8 amount reflect? 9　MS. ARONSSON: I typically mark　9　The amount of the payments that A. 10　them as one.　10 weren't these two payments that were made 11　MR AULET: Okay.　11 in the period from February 15th to 12　THE WITNESS: We'll put them　12 February 28th by third-parties on behalf of 13　together again and eliminate the blue　13 the debtor. 14　sheet.　14　Q. Would that be reflected in the 15　(Whereupon, E-mail Chain was　15 final version of the living expenses sheet 16　marked as Jalbert Exhibit 8 for　16 that we looked at on Exhibit Number 7? 1 7　identification as of this date by the　17　A. Yes. 18　Reporter.)　18　MR AULET: Objection to form. 19　Q. The Court Reporter is going to　19　Is anything else included in Q. 20 hand you what's being marked as Jalbert　20 that number, to your knowledge? 21 Exhibit 8.　21　A. Well, inadvertently, yes. We 22　A. Have you given it to her yet?　22 found out that whoever created the form on 23　MS. ARONSSON: This is a　23 the security total dollars, whatever the 25　document filed in this case as Docket 120 and document 120-1.　24 final total dollars were, there was a 25 payment made February 10 pre-petition that 34 (Pages 130 - 133) 1 C. JALBERT 2 was inadvertently included in the payments 3 from February 15th to 28th. So that will 4 be corrected on the next operating report. 5 Q. So included in this operating 6 report is the two inadvertent payments to 7 the law firms identified on Exhibit 8? 8 A. Yes, correct. 9 Q. The monthly operating living 10 expenses that we've talked about and then 11 this other payment that you said would be 12 corrected, is that right? 13 A. It's included in the 161. 14 We'll be pulling that out when we do the 15 March -- so the way the form works usually 16 is you have payments paid currently and 1 7 cumulative. We will take that small amount 18 of money out of the cumulative so as to 19 have the correct number going forward. 20 Q. So is it fair to say that 21 Verdolino and Lowey's role in connection 22 with these inadvertent payments was to kind 23 of double check the amounts included in the 24 monthly operating report? 25 A. We tried but given the timing Page 134 1 C. JALBERT 2 of when the information became available 3 and when the form had to be filed, there 4 was a miscommunication with the preparer of 5 the schedule that will be rectified. 6 Q. Who's the preparer of the 7 schedule? 8 A. I can't tell you. 9 Q. What schedule are you referring 10 to, this document here, the monthly 11 operating report, Exhibit 8? 12 A. This thing (indicating). 13 Q. So the number 161 here refers 14 to this spreadsheet in Exhibit 7 as 15 reflected with your edits, with Verdolino 16 and Lowey's edits? 17 A. The 161 is the sum of the final 18 number from Exhibit 8 plus the 109. 19 Q. What work did Verdolino and 20 Lowey do in connection with getting to the 21 final numbers? 22 A. We worked with counsel and 23 Aaron Mitchell and Melissa Francis trying 24 to review -- we didn't have details but we 25 were trying to ask questions and make sure Page 135 C. JALBERT 2 that the categories were properly described 3 because this is not nearly final. This -- 4 there were some errors and we also worked 5 with counsel and others in trying to figure 6 out what the percentage of the monies that 7 were paid in Column C multiplied by a 8 distribution percentage to arrive at the 9 total. We worked with the preparer to make 10 sure that the descriptions on the schedule 11 were accurate. We tried to confirm the 12 numbers were accurate. We couldn't get the 13 information in time to be able to do that 14 but then we looked at the distribution 15 percentages using our judgment in working 16 with the lawyers. 17 Q. Looking at this draft, living 18 expense chart in Exhibit 7, there are seven 19 line items. Is that right? 20 A. Yes. 21 Q. Is it fair to say that 22 V erdolino and Lowey crosschecked the names 23 of the categories to ensure that they 24 accurately depicted the expenses contained 25 in those line items? 1 C. JALBERT 2 A. We did the best we could, yes. 3 Q. What more information would 4 have been helpful to help you get to that 5 determination? 6 A. If we could have seen what 7 the -- what the actual payees and Page 136 8 disbursements were, it probably would have 9 helped us with the categorization. 10 Q. But you didn't receive that? 11 A. Not -- not at that time, no. 12 Q. Is the extent of information 13 you received regarding these line items 14 included in this chart here? 15 A. As of the date that we made 16 available all the -- I'm sure there's an 17 updated version because this doesn't tie to 18 here (indicating) and then we -- long after 19 we produced the information for -- for this 20 deposition, there's been continuing ongoing 21 discussions because we're getting ready to 22 file -- excuse me, the March MOR in April. 23 Q. We'll tum to the -- what I 24 think is the final version but we talked 25 about the categories, the amount you said Page 137 35 (Pages 134 - 137) 1 C. JALBERT 2 that, at the time of this filing, you did 3 not have information to be able to verify 4 the amounts attributed to each category. 5 Is that right? 6 A. Yes. 7 Q. What information would have 8 been helpful for you to cross check those 9 amounts? 10 A. Like I said, the name of the 11 payee, a description of what the service 12 was and the amount of the funds. 13 Q. The percentage distribution, 14 what does that mean? 15 A. The -- so for instance, 16 security was, in this sheet, \$43,655.44. 1 7 The drafter of this and anyone that he 18 consulted with or she consulted with was 40 19 percent. Amongst talking with our team and 20 with the lawyer team, we thought that that 21 probably should be one hundred percent 22 because the only reason -- the security is 23 entirely related to Mr. Kwok and his 24 safety. There wouldn't be security if the 25 wife and the kids or others at the 1 C. JALBERT Page 138 2 compound, if it weren't for Mr. Kwok. So 3 we proposed changing and I think that did 4 get changed to a hundred percent. 5 Q. In revising these percentage 6 distributions, did you rely entirely on 7 information received from Brown Rudnick and 8 Aaron Mitchell and Melissa Francis and this 9 undisclosed person? 10 A. The first pass was the 11 undisclosed person. After we got this 12 information from the undisclosed person, 13 most of the discussion was between our 14 firm, my firm and the lawyer -- lawyers. 15 How long is this is going to go? Because 16 if it's going to go a bit, now I would like 17 to use the restroom. I'll be fast. 18 MS. ARONSSON: We can take a 19 break. We'll go off the record. 20 THE VIDEOGRAPHER: The time is 21 1:22 p.m. We're off the record. 22 (Whereupon, a short recess was 23 taken and upon resuming, E-mail Chain 24 was marked as Jalbert Exhibit 9 for 25 identification as of this date by the Page 139 1 C. JALBERT 2 Reporter.) 3 THE VIDEOGRAPHER: The time is 4 1:28 p.m. We're back on the record. 5 You may proceed. 6 Q. I think you have received 7 what's been marked as Jalbert Exhibit 9. 8 This bears the Bates Kwok 00001684. Do you 9 recognize this document? 10 A. Yes. 11 Q. Turning to the attachment, to 12 your knowledge, is this the final version 13 of the living expenses for the period 14 February 15th to February 28th? 15 A. Ithinkitis. 16 Q. I'll represent, if you add 17 \$51,495.67 plus the 109 thousand -- 18 A. 161. 19 Q. So we're on the same page, this 20 is the final version? 21 A. Yes. 22 Q. Does this final version reflect 23 Verdolino and Lowey's edits on the initial 24 draft provided by an unknown person? 25 A. Well, it's certainly -- as you 1 C. JALBERT 2 can see from the e-mail, we made 3 suggestions but counsel clearly reviewed 4 and assisted with the final decision and Page 140 5 I'm sure they also checked with the debtor. 6 I did not. 7 Q. So just walking through these 8 five suggestions, why did you increase the 9 meals to 50 percent or why did you 10 recommend increasing the meals to 50 11 percent? 12 A. Because there's a husband and a 13 wife and one hundred percent divided by two 14 is by 50 percent. 15 Q. Do you have any understanding 16 as to why the draft had allocated the 17 numbers in the way it had in Exhibit 7? 18 MR AULET: Objection to form. 19 A. So I think what the creator of 20 the initial -- my memory is the creator of 21 the initial document took into 22 consideration that occasionally, the 23 debtor's daughter and maybe one or two 24 other people occasionally showed up and so 25 I think they ascribed some of the cost to Page 141 36 (Pages 138 - 141) 1 C. JALBERT 2 those people but our feeling in 3 consultation with the attorneys was that 4 the only reason those people are there is 5 they're coming to visit the debtor and 6 that's why they incurred the cost. So I 7 thought they should put 50 percent to the 8 husband and 50 percent to the wife and 9 that's how we got the 50 percent. 10 Q. Besides what you just described 11 to me, do you have anymore reasons for 12 suggesting the increase of 50 percent? 13 A. Not that I can remember. 14 Q. Item 2 is security is increased 15 to 100 and looking at the draft in Exhibit 16 7, it was 40 percent. What was your 1 7 reasoning for suggesting to increase the 18 security to 100? 19 A. Again, the only reason there's 20 any security at all is all about the 21 debtor. So in an abundance of caution, 22 we're ascribing that cost, one hundred 23 percent of that cost to the debtor. The 24 wife likely would not have security 25 concerns if she were not married to 1 C. JALBERT Page 142 2 Mr. Kwok and when the daughter or others 3 sometimes travel, they need security as 4 well. So for whatever reason, their 5 security is all related to the debtor. We 6 suggested going to a hundred percent. It 7 was discussed among the group and everyone 8 agreed to the 100 percent. 9 Q. What is the basis for your 10 assumption that the primary reason security 11 has been retained is directly related to 12 the debtor? 13 A. Discussion with Melissa Francis 14 and Aaron Mitchell who confirmed in several 15 phone calls that the debtor is harassed and 16 threatened and otherwise scared for his 1 7 existence and to the extent the -- I'm told 18 to the extent the family is scared, they're 19 scared because of their relationship to 20 their father. 21 Q. Is there any other reasoning 22 that you haven't articulated about the 23 basis for your increasing security to one 24 hundred? 25 A. Well, it is very conservative Page 143 C. JALBERT 2 to ascribe the one hundred percent of the 3 cost to the debtor is -- means that all 4 that costs -- we could have left it at 30 5 percent and probably made it a callable 6 argument of why it could be 30 percent. We 7 wanted to go with -- I think part of the 8 final reasoning amongst the group was that 9 it's conservative to report all ofit on 10 the debtor's behalf because ofhis safety 11 concerns is -- that was the reasoning. 12 Q. Thank you. Item 3 is utilities 13 increased to 50 percent and I'll represent 14 Exhibit 7 has it at 30 percent and you 15 ascribe the same explanation as the meals. 16 Is there any other -- 17 A. No, it's the same -- it's the 18 same -- it's the same theme at different 19 percentages for most of these. 20 Q. Item 4 refers to housekeeping. 21 I believe Verdolino and Lowey recommended 22 changing repair and maintenance to 23 housekeeping? 24 A. Well, as it turns out, once we 25 were able to speak with someone and get Page 144 1 C. JALBERT 2 some information that's behind the numbers, 3 we found out that that's the cost of the 4 maid for those 15 days or maids or maid 5 service or cleaning service and not 6 maintenance. So it's just a matter of 7 calling it what it was. Had we seen 8 detail, we would have understood that on a 9 more timely basis. 10 Q. Your reasoning for increasing 11 the allocation from 30 to 50 percent, is it 12 fair to say it's the same reasoning 13 behind -- 14 A. It's a husband and a wife. You 15 know, any other cleaning they do on behalf 16 of anybody else, the only reason they're 17 there is because the Kwok's are there. The 18 debtor and his spouse. 19 Q. You note at the bottom of the 20 page, "in our opinion, it's best to be more 21 conservative". That's another reasoning 22 behind your -- 23 A. Yes. 24 Q. -- suggestion to increase the 25 allocations? Is that yes? Page 145 37 (Pages 142 - 145) 1　C. JALBERT　1　C. JALBERT 2　A. Yes.　2　THE WITNESS: Okay. 3　Q. I do want to talk about the　3　Turning to Page 2, Melissa Q. 4 insurance changed to zero percent from 3 0　4 Francis notes that, "since MK doesn't own 5 percent.　5 the Connecticut property, can you please 6　MS. ARONSSON: I think,　6 just explain the applicability of the 7　Makenzie, can you hand me Tab 14?　7 following entries as his monthly expenses? 8　A. All done?　8 And what type of insurance is it?" Do you 9　Yes. Before I show you the Q.　9 see that? 10 document, do you recall information about　10　A. Yes. 11 the change from 30 percent to zero percent　11　Q. What do you understand Ms. 12 for the insurance line item?　12 Francis to be asking here? 13　I recall talking with my A.　13　A. Since the debtor doesn't own 14 colleague about it after he found out the　14 the Connecticut property, can you please 15 facts, yes.　15 justify the applicability of the following 16　What do you remember about that Q.　16 entries as his monthly expenses and she's 1 7 interaction?　17 asking what type of insurance. 18　A. Well, I think he found out the　18　What is your view, ifany, on Q. 19 insurance payment that -- that 13 thousand　19 her question? 20 dollars on Number 9 here was one hundred　20　MR AULET: Objection to form. 21 percent pertaining to the Sherry apartment　21　A. I would like to answer them 22 in New York City where he did not live　22 correctly. 23 during this time frame and so to the extent　23　You would like to answer the Q. 24 that someone is paying those bills of the　24 monthly reporting -- 25 Sherry, I think that's the Sherry's problem　25　A. I'm hoping we answered her Page 146　Page 148 1　C. JALBERT　1　C. JALBERT 2 and not on account of the debtor because as　2 questions. I mean this is going onto the 3 I'm told by the attorneys, everyone's　3 monthly reporting but I'm hoping we 4 understanding, from the facts is that he's　4 answered them correctly. 5 -- he does not have an interest in that　5　Substantively, what is your Q. 6 real estate. So he shouldn't have any　6 view on her question here? 7 percentage in the expenses shown on the　7　MR AULET: Objection to form. 8 monthly operating report.　8　A. I don't want to try and guess 9　(Whereupon, E-mail Chain was　9 what she was thinking. 10　marked as Jalbert Exhibit 10 for　10　Q. So you have no understanding -- 11　identification as of this date by the　11 Verdolino and Lowey has no understanding 12　Reporter.)　12 about the question she's asking here? 13　MS. ARONSSON: The Court　13　A. I have my understanding. 14　Reporter is going to be handing you　14　Q. Okay. Turning to the first 15　what's marked as Jalbert Exhibit 10.　15 page, Mr. Flynn responds, "correct, he 16　This is a document produced in this　16 doesn't own it but he lives in the 1 7　matter with the Bates Kwok 00001691.　17 Connecticut house so these expenses that 18　I understand you're not on this Q.　18 are paid are benefitting him". Do you have 19 document but I just want to discuss a　19 any understanding of what Mr. Flynn is 20 couple issues here. Do you recognize this　20 saying here? 21 document?　21　A. That's why he's saying that 22　A. No, but I recognize the　22 since he lives there, he aught to be -- 23 subject.　23 there should be some level of those 24　MR HARBACH: Give him a minute　24 expenses ascribed to him in the monthly 25　to read it. Page 147　25 operating report in that Question 8. 38 (Pages 146 - 149) PAX-014-038 1 C. JALBERT 2 Q. Mr. Flynn continues, "I have a 3 question regarding the insurance as well 4 since this is insurance on the apartment of 5 the Sherry". Do you understand what issue 6 hes referring to here? 7 A. Yes. 8 Q. Can you explain it for me? 9 A. Well, in the Number 8 -- no, 10 Number 9, the original version of this had 11 insurance. We didn't know what it was 12 insurance on. Frankly, when we got it, we 13 assumed it was on the Greenwich residence 14 where the debtor and his spouse actually 15 reside. We factually found out that it's 16 actually insurance on the Sherry and when 17 we found out it's insurance on the Sherry, 18 since the debtor doesn't live there and 19 doesn't own it, by review of materials from 20 the lawyers, it should be eliminated and 21 that's what we proposed, to eliminate it. 22 Q. It was ultimately eliminated? 23 A. Yes. 24 Q. Mr. Flynn continues "I am not" 25 I am not sure it should be included here? Page 150 1 C. JALBERT 2 I think that's what he means -- "in this 3 calculation but interested on your thoughts 4 and also asking Craig". Do you recall him 5 asking your opinion on this? 6 A. Yes. 7 Q. Is your opinion the same as 8 Mr. Flynn's here -- 9 A. Yes. 10 Q. Do you recall speaking with 11 Mr. Flynn about that? 12 A. I do. 13 Q. Turning to the top e-mail here 14 on this chain, on Page 1, Mr. Flynn asks, 15 "how much was paid during this period for 16 the Sherry". Do you see that? 17 A. Yes. 18 Q. Do you know the answer to that 19 question? 20 A. I have no idea. Also, I don't 21 know why he asked it. 22 Q. That was going to be my 23 question. Why would it matter whether -- 24 how much it was as to whether it should be 25 included in the monthly operating report? Page 151 1 C. JALBERT 2 A. I don't know. 3 Q. The original allocation to this 4 line item I think is -- 5 MR HARBACH: Right here 6 (indicating). 7 Q. -- at 13 thousand and that's 8 reflected on Page 2. \$13,611. Besides Ms. 9 Francis' e-mail, do you have any 10 independent knowledge of that information? 11 MR AULET: Objection to form. 12 A. No. It came from Melissa 13 Francis. I don't know where she got that 14 number from or why. 15 Q. Did you look into insurance for 16 the Greenwich property? 17 A. No. 18 Q. Why not? 19 A. We asked for someone in the -- 20 with the correct knowledge to give us all 21 of the expenses paid cash, check, wire 22 transfer, HCH, any other method, February 23 15th to February 28th on behalf of the 24 debtor. We didn't leave any -- we didn't 25 ask for -- we didn't leave any Page 152 1 C. JALBERT 2 restrictions. We just said give us all of 3 that information. We got a summary chart. 4 You saw it and it wasn't till we started 5 asking questions to understand some of the 6 background and what is behind the numbers 7 that we started making assessments and 8 changing what we think the legal group and 9 us thought it was appropriate. 10 CONTINUED EXAMINATION 11 BY MR HARBACH: 12 Q. You said a moment ago that 13 originally, you and your team thought that 14 the 13 -- excuse me, I think you said you 15 assumed that the \$13,611 was for the 16 Greenwich property because that's where he 17 was living. I got that right? 18 A. Yes, sir. 19 Q. Then you were told that the 20 13,611 was actually for the Sherry, right? 21 A. Correct 22 Q. And at that point, you did not 23 inquire about was there actually any 24 insurance money paid for the Greenwich 25 property during this period, you didn't ask Page 153 39 (Pages 150 - 153) 1 C. JALBERT 2 that question? 3 A. No, we assumed -- actually, 4 Matt had confirmed this is a list of all 5 the payments made during this time frame. 6 So we had the universe that wasn't another 7 insurance payment and you know, most -- 8 many of us have owned homes. My own 9 empirical knowledge is you typically pay 10 your homeowner's insurance once a year. 11 It's usually -- in the Sherry, this 13 12 thousand dollars might have been just a 13 payment for the year on a 2 .5 million 14 dollar entity. They didn'ttell us it was 15 a payment so I didn't ask. 16 CONTINUED EXAMINATION 17 BY MS. ARONSSON: 18 Q. So I think we've covered the 19 work that you have done in connection with 20 the monthly operating report for the period 21 February 15th to February 28th. We've been 22 looking at that document. Is that right? 23 A. Yes. 24 Q. Can you think of anything else 25 that we haven't talked about with the work 1 C. JALBERT 2 that you've done, in connection with 3 preparing that document? 4 A. Off the top of my head, no. 5 Q. I think you referenced you're 6 preparing the next reporting cycle? 7 A. Yes. 8 Q. Can you describe your general 9 process and how that defers, if it does, Page 154 10 with your reporting cycle for the February 11 15th to February 28th period? 12 A. So the monthly operating report 13 is basically presenting information and the 14 two buckets of information that are in the 15 monthly operating report as for this debtor 16 is that Question E, the funds disbursed on 1 7 his behalf in the 31 day period, March 1 to 18 March 31, we're going to -- we're going to 19 figure out -- we're going to get a list. 20 This time, we're going to get a list so we 21 can see what there was and we can have -- 22 we can have more educated discussion with 23 the lawyers about what was paid. That will 24 be summarized and categorized and put in 25 Schedule E and in addition, we're working Page 155 1 C. JALBERT 2 with the Brown Rudnick firm and Melissa 3 Francis and Aaron Mitchell to determine 4 what the accrual of professional fees. All 5 professionals, state professionals, 6 committee professionals, debtor 7 professionals, ordinary course -- alleged 8 ordinary course professionals, everybody 9 because we need to record the accrual. So 10 it's not just -- the operating report is 11 not just asking for what was paid during 12 that period. It's asking for what's the -- 13 the new form is asking what are the unpaid 14 amounts and we couldn't get it in time to 15 get the February one. So we're going to 16 catch up in this March one, we're going to 17 establish what the February accrual was and 18 we're going to find out what the March 19 accrual was and then we'll have the correct 20 information and it will have to be 21 maintained as we go along and obviously, as 22 time goes on, if things go according to the 23 way the debtor would like, there will be 24 payment on those fees. So there'll be more 25 accruals and then payments and the same C. JALBERT 2 thing is true of the estate professionals 3 and the committee and its professionals. 4 It will be a roll forward of what the 5 liability is and the cash will be reported 6 on Page 1. It will create liability to the 7 United States Trustee for their fee -- 8 their -- their -- it's a fee. It's not a 9 commission. Their fee for -- which is Page 156 10 entirely predicated on cash disbursements 11 during the time of the monthly operating 12 report. 13 Q. Do you anticipate -- strike 14 that. Besides information that you'll 15 receive from Brown Rudnick, from Aaron 16 Mitchell, from Melissa Francis and an 1 7 unknown person, do you anticipate doing any 18 investigation in connection with future 19 monthly operating reports? 20 MR AULET: Objection to form. 21 A. I don't know what you 22 consider -- I'm not going to -- we're going 23 to get a report from someone. That report 24 is going to list out all of the payments 25 made during a specific time period. We're Page 157 40 (Pages 154 - 157) 1 C. JALBERT 2 going to review that with our own 3 professional knowledge and with the lawyers 4 to make sure it all makes sense. We might 5 ask questions based on what shows up on the 6 spreadsheet but I'm not going to ask for a 7 copy of the cancelled check, a bank 8 statement or the invoice that was paid. So 9 no investigation of that, just a sanity 10 check or a reasonableness check and confer 11 with counsel to be sure that we understand 12 what's on that sheet and what we're going 13 to report. 14 Q. So essentially, you'll rely on 15 the rolled up numbers that are provided to 16 you from the individuals we've talked 17 about? 18 A. Again, except for some queries 19 that we'll make depending on what the 20 information we get. Ifwe get -- if 21 insurance shows up again, we're going to 22 ask insurance on what. If repairs and 23 maintenance shows up again, we're going to 24 confirm it's not the maid. So we'll use 25 some common sense and we'll confer with the Page 158 1 C. JALBERT 2 lawyers based on what we see but I won't 3 know what we're going to do until we see 4 what -- and I hope it's soon. What's 5 today, April 8th? 6 Q. Thank you. Okay, just quickly 7 turning back to Exhibit 8 which is I think 8 the final living expense report for the 9 period February 15th, 2022 to February 10 28th, 2022. I think you had referenced an 11 erroneous amount included in here. Can you 12 just explain again what you meant by that? 13 A. I don't remember exactly what 14 the number is but on the security line, 15 Line Number 9, the amount referenced her 43 16 thousand dollars. That 43 thousand dollars 17 included a payment of -- my memory is 18 something like 12 or 14 thousand dollars 19 that was paid February 10 and so we got 20 this report, the original one, and didn't 21 know the back -- the background and when 22 they -- when they showed us the background 23 and the list of--we saw February 10. So 24 we realized we had the opposite mistake of 25 the time with the two professionals where Page 159 C. JALBERT 2 they paid post-petition pre-petition. Here 3 they paid pre-petition, pre-petition but 4 should have been excluded from the monthly 5 operating report. Legitimate charge. It 6 wasn't an overpayment or anything. It just 7 didn't belong reported in the February 8 monthly operating report. 9 Q. So is it fair to say you later 10 received a more detailed breakdown of these 11 items that was included in this -- 12 A. I believe we got a more 13 detailed -- but it was -- it was 14 significantly past that time. Everything 15 at that time was done by reviewing, 16 talking, Melissa and Aaron talking with 1 7 whoever and Matt talking to whoever. It 18 was all done by e-mail and orally. We 19 didn't get a spreadsheet of the detail 20 until sometime later, long after it was 21 filed and actually, after the time that we 22 made available our records that we got -- 23 the detail listing which is when we figured 24 out oh we got a problem with the monthly 25 operating report. It's just a matter of, Page 160 1 C. JALBERT 2 you know, whoever is preparing these things 3 isn't used to the rules, isn't used to 4 what's got to be displayed -- disclosed and 5 what's not going to be disclosed. We try 6 and give them guidance and they just made a 7 minor error. We'll fix it next month. 8 Q. Thankyou. Youcansetthat 9 aside. Do you recall receiving an inquiry 10 from someone at U.S. DOJ regarding the 11 monthly operating report? 12 A. I think I actually reached out 13 to them first and my reaching out to them 14 first was -- and that's how -- was -- I 15 don't know if anyone's ever prepared a 16 monthly operating report, is there one 17 here? So the monthly operating report, up 18 until December 31 or January 31 was one, 19 two -- these two pages (indicating), Page 8 20 which is now Page 8 and Page 9 and there 21 might have been one more -- I thought it 22 was five pages. It might have been four. 23 And I filed these monthly operating reports 24 in several cases and it had been driving me 25 crazy for three months that I would -- I Page 161 41 (Pages 158 - 161) 1　C. JALBERT　C. JALBERT 2 would -- the way the monthly operating　2 have done anyway's. 3 reports, the bottom, for the first page, it　3　We've talked about your Q. 4 allows you to use save if you're inputting　4 experience in Chapter 11 individual 5 data so that you can review it but it　5 bankruptcies before. Reflecting on your 6 retains a watermark up until the time you　6 experience in these instances, were any -- 7 hit a button that says send the data out to　7 do you have any -- can you cite any case 8 the United States Trustees website and it　8 where you've seen such a great disparity 9 does whatever it does and when it did that,　9 between the debtor's punitive assets and 10 it kept on coming back with these extra six　10 the stated liabilities? 11 pages and this nonsense (indicating). So I　11　A. No. In my individual cases, 12 actually reached out to the U.S. Trustees　12 the 373 million dollars of liabilities is 13 Office saying what are we doing wrong.　13 the most I've ever seen. 14 It's midnight and we're trying to get this　14　MS. ARONSSON: We don't have 15 thing in. He says no, everyone's having the　15　anymore questions. 16 same problem. We've just finally figured　16　MR AULET: I have nothing. 17 out that's what's supposed to happen. So　17　MR GOLDMAN: I have a few 18 that's when we started talking with him and　18　follow-ups. I'll just be a couple 19 then when he saw it, he had our e-mail　19　hours. 20 addresses and we -- and he was looking for　20　THE WITNESS: Beautiful. Do 21 the support for the 161, I believe is what　21　you mind if I go get a bottle of 22 he was asking for. I don't have it in　22　scotch? 23 front of me or if I do, I didn't -- I don't　23　MR GOLDMAN: Get me one too. 24 --　but that's my recollection, that's why　24　I'm Irve Goldman -- 25 he reached out was to get -- to get that　25　THE VIDEOGRAPHER: Can you give Page 162　Page 164 1　C. JALBERT　1　C. JALBERT 2 and to get the I think accrual of the　2　him the microphone, please? 3 professional fees going forward.　3　MR AULET: Yes. Can I take us 4　Q. Did you have a call regarding　4　off the record really quick so I can 5 the monthly operating report and further　5 6 details on the line items?　6　MR HARBACH: Sure. 7　A. Not a call. You have whatever　7　THE VIDEOGRAPHER: The time is 8 e-mails there were. It was very -- I was　8　1:56 p.m. and we are off the record. 9 very limited. My call to him was a general　9　(Whereupon, an off-the-record 10 question on my three cases, I'm trying to　10　discussion was held.) 11 file these. He was able to answer my　11　THE VIDEOGRAPHER: The time is 12 question -- my main question. He then,　12　1:58 p.m. We're back on the record. 13 when he saw the monthly operating report,　13　You may proceed. 14 he said hey, I need this and we're going to　14 EXAMINATION BY 15 obviously arrange to do that.　15 MR GOLDMAN: 16　Q. So was it the inquiry from the　16　Q. Good afternoon. Irve Goldman, 17 trustee that prompted Verdolino and Lowey　17 Pullman and Comley for the Creditor's 18 to request additional details and　18 Committee. You mentioned you were 19 breakdowns of the line items contained in　19 certified as an insolvency restructuring 20 the monthly operating Excel that we've　20 expert. Did I get that right? 21 looked at?　21　A. Advisor. 22　A. No. We wanted to do that　22　Advisor, for how long? Q. 23 anyway's. That just -- that gave us more　23　A. Well, the actual designation 24 fuel to bring it to them to say hey, we got　24 came in 1999 but in 1999, when I got the 25 to get to this. That's something we would Page 163　25 designation, I had to spend over four 42 (Pages 162 - 165) PAX-014-042 1　C. JALBERT　1　C. JALBERT 2 thousand hours and have been in the　2　and I -- and I regret completely that 3 profession for eight years at that point.　3　we were brought in as a financial 4 So 30 years ago.　4　advisor and not an accountant to the 5　Do you typically call on that Q.　5　debtor. Most of what you see on that 6 expertise when you're engaged as a　6　motion to employ is very important 7 professional in Chapter 11 cases?　7　stuff in the process ofbankruptcy. 8　Certainly some of it, yes. A.　8　The schedules, the SOFA's, the --the 9　What aspects of the debtor's Q.　9　monthly operating reports, tax return 10 financial profile do you view as needing　10　preparation, analysis of claims and I 11 restructuring?　11　don't know whether we'll have a role 12　MR AULET: Objection to form.　12　in that or not. It depends on what 13　A. Needing restructuring, I don't　13　the nature of the claim is. Most of 14 understand your question.　14　these claims will be legally analyzed 15　Q. Well, you're a certified　15　but there might be a hundred reasons 16 insolvency restructuring expert. You call　16　why someone that filed a claim -- 1 7 upon that expertise in your engagements in　17　there might be an accounting 18 Chapter 11 cases. What is it about the　18　attached, they do want us to 19 debtor's financial profile that you view as　19　investigate. So we're not brought in 20 in need of restructuring?　20　to -- just because we think there's 21　A. Well, you know --　21　going to be a reorganization. 22　MR AULET: Objection to form.　22　Bankruptcy is a process. There's an 23　Do you view it as in need of Q.　23　awful lot of paper that gets pushed 24 restructuring?　24　by an awful lot of people. This 25　A. No, I don't.　25　particular debtor is -- as I Page 166　Page 168 1　C. JALBERT　1　C. JALBERT 2　You don't? Q.　2　understand it, is in excess of 70 3　A. Absolutely not.　3　years old. Doesn't even have an 4　Q. So why do you believe he filed　4　e-mail address. Doesn't know how to 5 Chapter 11 then?　5　use computers. Doesn't know 6　A. Well, the debtor needs　6　technology. Couldn't possibly do the 7 restructuring. I don't think --　7　monthly operating reports himself and 8　(Whereupon, a cell phone rang.)　8　virtually, in every case, there's an 9　THE WITNESS: Oh, I apologize.　9　accountant that does tax returns. 10　That was for me to remind me to do　10　There's an accountant that does -- 11　something at 2:00 which I can't　11　that helps with preparing monthly 12　remember what I'm supposed to do.　12　operating reports. Even when the 13　Just making sure it wasn't on -- what　13　company has a controller, we still 14　is that when it comes back on later　14　come in in cases where -- so there 15　and it annoys you? The debtor's　15　may not be a reorganization as of 16　restructuring, if you're referring to　16　right now. There's going to be a 17　the questions were brought up -- in　17　plan someday. I don't know what role 18　an ordinary Chapter 11 case that's a　18　we're going to play but if we need to 19　business, there's lots of things to　19　be -- if the counsel and debtor needs 20　consider if there's a real　20　us to play a role, we will but until 21　restructuring. You've got to　21　that day, there's lots of necessary 22　restructure the debt, the secure　22　work to do in the ordinary course of 23　debt. Maybe mezzanine, unsecured　23　the process in the life of a Chapter 25　debt. Maybe work with payables, all sorts of -- that isn't the case here　24 25　11 case here. Q. What you just described were 43 (Pages 166 - 169) 1　C. JALBERT　1　C. JALBERT 2 menial tasks of accounting?　2 counsel wants us to play and the debtor 3　A. I disagree.　3 wants us to play. If they want us to play 4　Q. No, you disagree?　4 part of the role of looking at the 5　A. Preparing the SOF A's and　5 pre-petition payments, which we ordinarily 6 preparing the MO R's, you think that's all　6 do in most of the cases we do, we come up 7 menial tasks?　7 with the list, here it already exists. We 8　All right, I won't argue with Q.　8 might ask for support to confirm but it's 9 you on that. What is it about this case　9 entirely up to the team that's running the you view that is in need of 10 that you --　10 case. We're not running the case. We're 11 restructuring, if anything?　11 -- we're -- I think we're an important 12　MR AULET: Objection to form.　12 member of the team but we're not -- the 13　A. Yeah, I don't know what you're　13 accounting firm is not driving the case. 14 trying to ask.　14 The debtor and his counsel is driving the 15　Q. Are there assets that need to　15 case as is true of every case. 16 be restructured?　16　Do you know where the debtor's Q. 17　A. The only assets I understand　17 books and records reside? 18 are -- I think the lawyers call them　18　A. I do not. 19 litigation assets in the like.　19　Do you know if the debtor had a Q. 20　So how would they be Q.　20 pre-petition account? 21 restructured or part of a restructuring?　21　A. Only from knowledge from 22　MR AULET: Objection to form.　22 lawyers. 23　A. You're probably asking the　23　Who was the accountant? Q. 24 wrong guy but if there's ongoing　24　A. Accountant? 25 litigation, I suspect there's going to be　25　Yeah, I asked you -- Q. Page 170　Page 172 1　C. JALBERT　1　C. JALBERT 2 -- you would hope there would be settlement　2　Oh actually, I take that back. A. 3 negotiations, there might be mediation,　3 I saw actual tax returns. There was -- 4 there might be arbitration. Someone's　4 every preparer has to list their name on a 5 going to try and liquidate those assets 6 into cash with which to pay the creditors.　5 tax return they prepare. So there was -- 6 someone paid tax returns at least. What 7 I don't know whether we'll play a part in　7 else they did, I don't know. 8 that or not.　8　Okay, what was the name of the Q. 9　the scope of As part of your -- Q.　9 accountant? 10 your engagement, there is a bullet point　10　A. I don't remember. 11 that states that you're going to provide　11　Q. Have the tax returns been 12 assistance --　12 produced to any party in the case thus far? 13　THE COURT REPORTER: I'm sorry,　13　A. I imagine we produced them 14　Counsel. I need to hear you better.　14 because we had them. They would have come 15　Q. Provide assistance with　15 in an e-mail. So they would have been 16 reviewing debtor books and records for　16 produced as it relates to this I think. I 17 possibly avoidable transactions such as　1 7 think they were but they were very small 18 preference and fraudulent transfer claims.　18 tax returns prepared by -- I assume a New 19 You stated that you did not review any of　19 Yark or a Connecticut accountant. I don't 20 the debtor's books and records, correct?　20 knowwho. 21　A. Currently, so far, yes.　21　You just don't --you obviously Q. 22　Q. Did you ask for any?　22 looked at it, you just don't recall the 23　A. No.　23 name of that accountant right now? 24　Q. Do you intend to?　24　A. I don't -- well, yes. I'm not 25　A. Depends on what role the Page 171　25 even sure ifl looked at it. I don't know 44 (Pages 170 - 173) 1 C. JALBERT 2 if, at the time when we were trying to do 3 everything, we were using those because we 4 needed some of the information on there. 5 We were referred to them by Melissa for 6 certain issues that the lawyers thought 7 were important and we went and took a look 8 at them but I would have looked at 9 something besides the name of the preparer. 10 At the time, it didn't matter. 11 Q. Have you ever spoken to the 12 debtor? 13 A. Yes. 14 Q. When? 15 A. Wednesday at the 341 hearing to 16 introduce myself. 1 7 Q. Is that the only occasion, to 18 your knowledge, that you've spoken to the 19 debtor? 20 A. I don't speak Mandarin and he 21 apparently doesn't speak English. So I 22 have not spoken to him. Or Chinese. I'm 23 not sure which it is. Excuse me. 24 Q. You did not receive a 25 post-petition retainer, correct? Page 174 1 C. JALBERT 2 A. Correct. 3 Q. Are you confident that your 4 fees will be paid? 5 A. I don't know ifl'm confident. 6 I'm hoping. 7 Q. What source do you believe your 8 fees will be paid, from what source? 9 A. It will come from the Estate. 10If we're going to be paid, as I understand 11 it, it will come from the Estate. I don't 12 -- I have not thought of or have any 13 agreement on any other source of payment. 14 Q. Do you mean the litigation 15 claims or recoveries? 16 A. I would expect the only people 17 that have a retainer in this case are Brown 18 Rudnick. Everybody else will be looking to 19 be paid -- that is a debtor's professional 20 or a committee professional, professionals 21 that file an application with the Court and 22 the Court allows their retention will be 23 looking to get funds. We're all going to 24 be looking from the same place. What that 25 source is going to be, if it will ever be, Page 175 1 C. JALBERT 2 I don't know. 3 Q. What information, if any, did 4 you rely on in getting comfortable taking 5 this case without a post-petition retainer? 6 A. I've been doing this for 35 7 years. I'm not sure. I don't remember 8 ever getting a post-petition retainer but 9 my firm works with -- 10 (Whereupon, a cellphone rang.) 11 THE WITNESS: Shit, I'm sorry. 12 Now it's off. We -- we're a 13 practitioner in Massachusetts and we 14 do cases in Delaware, New York, 15 Connecticut, Rhode Island, 16 Massachusetts, New Hampshire, 1 7 Vermont, Maine. We represent Chapter 18 7 trustees in virtually all of those 19 states. We probably represent and do 20 work for virtually ever Chapter 7 21 trustee in Rhode Island, every 22 Chapter 7 trustee in Massachusetts, a 23 couple in Maine, a couple in New 24 Hampshire and it's not unheard of for 25 us to go and do 50, 60, 70, 80 Page 176 1 C. JALBERT 2 thousand dollars of work before we 3 even know the case will ever have any 4 money. It's an investment that we 5 make. Now I didn't make an 6 investment in this case. Whatever we 7 incurred -- and I don't know what 8 that is, I'm hoping I'm going to 9 collect it but if I don't, then I'll 10 have a write-off like I've had many, 11 many, many, many times in the past. 12 Q. Again, I don't think you 13 answered my question. 14 A. Oh all right -- 15 Q. If you -- if you relied just on 16 your experience in engagements in 17 bankruptcy cases and that's it for taking 18 this case without a pre or post-petition 19 retainer, is that what you mean -- 20 A. I don't understand your 21 question. 22 Q. What information, if any, did 23 you rely on in taking this case without a 24 pre or post-petition retainer? 25 MR. AULET: Objection to form. Page 177 45 (Pages 174 - 177) 1　C. JALBERT　1　C. JALBERT 2　I do work with lots and lots of A.　2 engagement? 3 attorneys and when attorneys call up and　3　A. Absolutely not. 4 they ask if we're interested on working on　4　Have you had any communications Q. 5 the case, I work on the case.　5 with any representative from Golden Hill? 6　So you relied on being asked to Q.　6　MR. HARBACH: Golden Spring. 7 get involved by Brown Rudnick?　7　Golden Spring. Q. 8　A. Yep.　8　A. I was on e-mails with someone 9　That's it? Q.　well, first of all, Melissa Francis 9 from -- 10　A. Yep, and then after that, it's　10 has a Golden Spring e-mail address. She's 11 bankruptcy process. Whatever happens,　11 counsel to the debtor. I've been informed 12 happens.　12 of that from the beginning. The only other 13　You didn't look at the Q.　13 contact -- 14 financial profile of this debtor at all in　14　She'scounselforthedebtoror Q. 15 determining --　15 Golden Spring? 16　A. I think -- I think I knew he　16　A. Debtor. 1 7 had limited assets or no assets and I think　17　Q. Melissa -- 18 I knew he had a lot of litigation ongoing　18　A. Francis. 19 but -- maybe I'm a fool but I only have one　19　Q. But she has an e-mail address 20 other person that I have to answer to and　20 from Golden Spring? 21 he lets me run my business just like he　21　Correct. They were in all of A. 22 runs his business and my feeling is when a　22 these e-mails that they were putting in 23 lawyer calls up and they have a case, then　23 front ofme. 24 we respond because ifl don't respond,　24　She's counsel for the debtor is Q. 25 maybe the next time he calls another　25 your understanding -- Page 178　Page 180 1　C. JALBERT　1　C. JALBERT 2 accountant. So I didn't do all the things　2　I've been told emphatically by A. 3 that you think a normal person should have　3 her and by Brown Rudnick that she is 5　4 done to protect themselves on payment. Q. Did you rely on any degree on　4 counsel to the debtor, as is Aaron 5 Mitchell. As is Brown Rudnick. 6　Q. 7　6 the financial profile of Golden Spring? A. No.　Okay. Are they part of the 7 application to retain ordinary course 8　You didn't do any due diligence Q.　8 professionals, if you know? 9 on Golden Spring before agreeing to get　9　A. I don't know that they're going 10 engaged in this case?　10 to be paid by the Estate or not. I don't 11　A. I'm pretty sure I didn't know　11 know what they're -- what they're -- what 12 Golden Spring existed by the time I agreed　12 motions they filed to be paid. I'm not -- 13 to be in this case.　13 I'm not representing them and I'm not 14　Q. How about Lamp Capital, did you　14 asking them. 15 do any investigation of Lamp Capital?　15　Q. So back to the question whether 16　A. No.　16 you had any communications with Golden 1 7　Q. Did you ask any questions about　17 Spring -- 18 what the financial profile of those two　18　A. So my colleague, Matt Flynn, 19 entities was --　19 had I think one or two phone calls with 20　A. No.　20 someone at Golden Spring. There was a 21　-- before getting involved? Q.　21 number of e-mails which we looked at in 22　A. No.　22 here and you know, 6, 7, 8, 9, whatever, 23　Q. Were you promised that you　23 that person is not identified but I did not 24 would be paid from Golden Hill or Lamp　24 speak to that person. I had -- I was on 25 Capital before agreeing to take on the Page 179　25 the e-mail exchanges and I wrote exactly 46 (Pages 1 78 - 181) 1 C. JALBERT 2 one e-mail to that person and actually 3 directed it to Melissa and Aaron when I 4 wrote my e-mail. 5 Q. Do you know why that person's 6 name is redacted on the exhibit? 7 A. Yes. 8 Q. Why? 9 A. Because you heard Golden 10 Spring's attorney. They're worried about 11 the safety of their employees given the 12 issues surrounding this case. I don't know 13 anything about that. I'm just doing what I 14 told. I am not disclosing the name. 15 Q. It was at Golden Spring's 16 counsel's behest that that was redacted is 17 your understanding? 18 A. Well, I don't know whether it 19 was Golden Spring's counsel or Golden 20 Spring itself. I don't know -- I don't 21 know who started it. I just -- in fact, I 22 don't think I knew it until the day before 23 -- the day before, maybe Wednesday is when 24 I found out that -- that -- that the 25 documents were redacted. Page 182 1 C. JALBERT 2 Q. Is it your understanding that, 3 according to the debtor, all of his living 4 expenses, pre-petition, were paid by Golden 5 Spring? 6 A. Well, they were paid by 7 somebody else. I can't say emphatically 8 they were paid by Golden Spring. 9 Q. So whatever that person or 10 entity -- whoever that person or entity 11 was, are the living expenses, post-petition 12 living expenses that were prepared in the 13 various schedules, consistent with what was 14 paid pre-petition? 15 A. We didn't do an investigation 16 as to what the pre-petition nature of 1 7 payments or amount of the payments or 18 anything. So I don't have any -- any 19 comparative information. That information 20 will be developed as we see the months go 21 by but I think the final -- the final 22 number for 15 days of the expenses for the 23 individual ended up being something like 28 24 or 29 thousand dollars for 15 days. So 25 multiply that by two 60 thousand dollars Page 183 1 C. JALBERT 2 for the month of which two-thirds of that 3 is security. 4 Q. Is the person or entity that is 5 funding the post-petition living expenses 6 Golden Spring? 7 A. I don't know. That's not one 8 of the questions and no one has volunteered 9 that information. It just says -- the 10 question says is there a third-party making 11 payments on behalf of the debtor 12 post-petition. We answered that question 13 as best we could. We'll fix the one error 14 that remains but it did not ask and they 15 did not tell us, to my knowledge, who is 16 making the disbursements. 17 Q. And you didn't ask? 18 A. No. I don't know how it would 19 affect -- it's not in the monthly operating 20 report so it's none ofmy business I think 21 is what I would have been told. 22 MR. GOLDMAN: I don't have any 23 further questions. 24 MR. AULET: I have nothing. 25 THE VIDEOGRAPHER: Can I take 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 184 C. JALBERT us off the record for the day? MR GOLDMAN: Yes. THE VIDEOGRAPHER: We're off the record at 2: 18 p.m. and this concludes today's testimony given by Craig Jalbert. (Whereupon, at 2: 18 P.M., the Examination of this witness was concluded.) 0 0 0 0 Page 185 47 (Pages 182 - 185) 1 2 3 DECLARATION 4 I hereby certify that having been 5 first duly sworn to testify to the truth, I 6 gave the above testimony. 7 8 I FURTHER CERTIFY that the foregoing 9 transcript is a true and correct transcript 10 of the testimony given by me at the time 11 and place specified hereinbefore. 12 13 14 15 16 17 CRAIG JALBERT 18 Subscribed and sworn to before me 19 this \_\_ day of \_\_\_\_\_\_\_ 20\_ 20 21 22 NOTARY PUBLIC 23 24 25 1 2 EXHIBITS 3 JALBERT EXHlBHS EXHIBIT EXHIBIT PAGE 4 NUMBER DESCRIPTION 5 Exhibit 1 Notice of Deposition 10 6 Exhibit 2 E-mail Chain 32 7 Exhibit 3 E-mail Chain 35 8 Exhibit 4 Debtor's Application 47 9 Exhibit 5 Official Form 106Sum 93 10 Exhibit 6 Global Notes 111 11 Exhibit 7 E-mail Chain 129 12 Exhibit 8 E-mail Chain 131 13 Exhibit 9 E-mail Chain 139 14 Exhibit 10 E-mail Chain 147 15 (Exhibits retained by Court Reporter.) 16 17 INDEX 18 EXAMINATIONBY 19 MS. ARONSSON MR.HARBACH 20 MS. ARONSSON MR.HARBACH 21 MS. ARONSSON MR GOLDMAN 22 23 24 25 PAGE 5 100 103 153 154 165 Page 186 Page 187 1 2 3 CERTIFICATE STATEOFNEWYORK ) 4 : SS.: COUNTY OF KINGS ) 5 6 I, LENA YA LYNCH, a Notary Public for 7 and within the State of New York, do hereby 8 certify: 9 That the witness whose examination is 10 hereinbefore set forth was duly sworn and 11 that such examination is a true record of 12 the testimony given by that witness. 13 I further certify that I am not 14 related to any of the parties to this 15 action by blood or by marriage and that I 16 am in no way interested in the outcome of 17 this matter. 18 IN WITNESS WHEREOF, I have hereunto Hsct~IM¥"" Ll:',l',f-\. If-\. LI l'