Guo Wengui / Miles Guo — bankruptcy case · EXHIBIT · ECF #440-24

P.E.

1 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT 3 BRIDGEPORT DIVISION ------------------------------------------X 4 IN RE: 5 Chapter 11 HO WAN KWOK, 6 Case No. 22-50073(JAM) 7 Debtor. 8 ------------------------------------------X 9 10 DATE: April 8, 2022 11 TIME: 10:17 A.M. 12 13 14 VIDEO-RECORDED DEPOSITION OF CRAIG 15 JALBERT of VERDOLINO & LOWEY, P.C., in the 16 above entitled matter, at the above date 17 and time, held at the offices of O'Melveny 18 & Myers LLP, 7 Times Square, New York, New 19 York 10036, by Lenaya Lynch, a Notary 20 Public and Shorthand Reporter of the State 21 of New York. 22 23 24 25 Page 1 85

3 O'MELVENY & MYERS LLP York. My name is Jonathan DiFilippo

7 Times Square, 30th Floor videographer. The Court Reporter is

Lenaya Lynch from the firm, Veritext. BY: LAURA ARONSSON, ESQ.

DAVID HARBACH, ESQ.

7 Times Square interested in the outcome.

PULLMAN & COMLEY LLC will now state their appearances and 13 Attorneys for CREDITOR'S COMMITTEE 13

14 PO Box 7006 there are any objections to the

with the noticing attorney.

18 100 Pearl Street, Suite 12 MS. ARONSSON: Laura Aronsson,

19 BY: TIMOTHY MILTENBERGER, ESQ. via 20 Teleconference Alliance Asia Opportunity Fund LP.

ALSO PRESENT: with O'Melveny and Myers for the same

client.

THE VIDEOGRAPHER: Good client.

morning. We are going on the record MR. AULET: Kenneth Aulet of

at 10:17 a.m. on April 22nd -- I'm Brown Rudnick, proposed counsel for

sorry, April 8th, 2022. Please note the debtor, Ho Wan Kwok.

that the microphones are sensitive MR. GOLDMAN: Irve Goldman,

and may pick up whispering, private Pullman and Comley, proposed counsel

conversations and cellular for the Creditor's Committee.

interference. Please turn off all THE VIDEOGRAPHER: Will the

cell phones or place them away from Court Reporter please swear in the

the microphone as they can interfere Witness?

with the deposition audio. Audio and MR. AULET: There's one person

video recording will continue to take on the line.

place unless all parties agree to go MR. MILTENBERGER: Are we done

off the record. with the people in person? Timothy

This is Media Unit 1 of the Miltenberger for Golden Spring, NY

video-recorded deposition of Craig Limited.

Jalbert in the matter of re: Ho Wan THE VIDEOGRAPHER: Will the

Kwok filed in the United States Court Reporter please swear in the

Bankruptcy Court, District of Witness?

Connecticut, Bridgeport Division, C R A I G J A L B E R T, called as a

Case Number 22-50073. witness, having been first duly sworn by a

This deposition is being held Notary Public of the State of New York, was

at O'Melveny and Myers LLP, located examined and testified as follows:

at Times Square Tower, New York, New EXAMINATION BY

2 MS. ARONSSON: 2 A. Yes. 3 Q. Please state your name for the 3 Q.

4 record. 4 that you're swearing that all of your 5 A. Craig Jalbert, J-A-L-B-E-R-T. 5 answers are truthful? 6 Q. What is your address? 6 A. Yes. 7 A. Home address? The business 7 Q.

8 address is 124 Washington Street, Suite 8 penalty of perjury? 9 101, Foxboro, Massachusetts 02035. 9 A. Yes. 10 Q. Good morning. We previously 10 Q.

11 met off the record. On the record, my name 11 everything on camera and the Court Reporter 12 is Laura Aronsson and I'm an attorney at 12 is preparing a written record of what we 13 O'Melveny and Myers for Pacific Alliance 13 discuss here today and will later produce a 14 Asia Opportunity Fund. Mr. Jalbert, have 14 copy of that transcript. Do you 15 you ever testified in court before? 15 understand? 16 A. Yes. 16 A. Yes. 17 Q. In what case -- or I'll start 17 Q.

18 how many times? 18 is important that we not talk over one 19 A. 50, 60, 70 something. 19 another. Please wait for me to finish my 20 MR. GOLDMAN: Before we get too 20 question before you answer. I'll try to do 21 far into things, can I just ask -- 21 the same for you. Do you understand? 22 this is a notice of deposition 22 A. Yes. 23 relating to what contested matter? 23 Q.

24 There are a number of motions before 24 audible. A shake of the head is 25 the Court. The notice of deposition 25 insufficient as are statements like uh-huh.

2 doesn't indicate which of the matters 2 Do you understand? 3 it relates to. 3 A. Understood. 4 MS. ARONSSON: Sure. So we 4 Q.

5 have -- we served a 30(b)6 notice of 5 question, please ask me to repeat. 6 deposition which I'll mark as an 6 Otherwise, I'll assume that you do 7 exhibit so that we're all on the same 7 understand the question. Is that okay? 8 page but it relates to the retention 8 A. Yes. 9 of Verdolino and Lowey. 9 Q.

10 MR. GOLDMAN: All right. I 10 me know and we can take one but if there's 11 just wasn't sure because it's not 11 a question pending, please answer it before 12 identified on the notice. 12 we break. Are you represented by Counsel 13 MS. ARONSSON: Thank you. 13 today? 14 Q. Sorry. You said 50 or 60 14 A. I think so. 15 times? 15 Q.

17 A.

not kept -- I've got a list of ten years 16 17 representing you? A. Ken Aulet.

18 that goes back 40 or 50 and I've been doing 18 Q.

19 it for 30. So no idea. 19 question, you should still answer it unless 20 Q. Well, we can talk about some of 20 you don't understand the question or 21 the broad categories of experience you have 21 Counsel instructs you not to answer. Do 22 later but let's start just to go over a few 22 you understand?

24 procedures that I'm sure you're familiar

24 A. Yes. Q.

25 testifying under oath today? 25 condition that would impair your ability to

Entered 05/26/22 15:30:37 Page 5 of

2 testify accurately or truthfully? 2 been designated to testify about each topic 3 A. No. 3 listed here? 4 Q. Are you taking any medications 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 Q. Is there any reason why you 8 objections. 9 cannot testify truthfully and accurately 9 MS. ARONSSON: Thank you. 10 today? 10 Q.

11 A. No. 11 subject areas? 12 MS. ARONSSON: Tab one. The 12 A. Yes. 13 Court Reporter is going to be marking 13 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? 17 Exhibit 1 for identification as of 17 A. Yes. 18 this date by the Reporter.) 18 Q.

19 Q. All right, Mr. Jalbert. Do you 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 of Verdolino and Lowey PC pursuant to Rule 25 before.

2 30(b)(6) of the Federal Rules of Civil 2 A. I did the best I could. 3 Procedure. 3 Q.

4 Q. Is it your understanding that 4 to prepare for this deposition? 5 you are testifying today in connection with 5 A.

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 Q. Can you please turn to Page 6 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 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.

17 discussion was held.) 17 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 Q.

20 record. You may proceed. 20 back, just asking about your preparation 21 Q. Can you turn to Page 6 to the 21 for today's deposition. 22 heading Rule 30(b)(6) deposition topics? 22 A.

23 You see that? 23 documents and my own e-mails on the 24 A. Yes. 24 Verdolino and Lowey server. 25 Q. Do you understand that you have 25 Q.

Page 14 1 C. JALBERT 2 subject matters of those e-mails? 3 A. It was looking at the -- all of 4 -- not all of them. Many of my e-mails, 5 the SOFA's -- the statement of financial 6 affairs -- the schedules, the global notes, 7 the global notes and specific notes, most 8 of the pleadings to employ professionals, 9 particularly ours, the motion for the DIP 10 financing, many of the objections, not all 11 of them. I'm trying to think if there's 12 anything else. I can't think of anything 13 off the top beyond that -- 14 Q. Thank you. That's helpful. So 15 you mentioned that you spoke to your 16 attorneys, Ben and Ken? 17 A. Yes. 18 Q. When did you speak to them? 19 A. Well, we were delayed a little 20 bit so I had a few minutes this morning 21 with Ken. I spoke with Ben briefly last 22 night. Again, this morning on -- unrelated 23 to the deposition and I had previously 24 spoken to Ken probably one or two times 25 over the last few days, give or take. Page 15 1 C. JALBERT 2 Q. Were each of these interactions 3 over the phone? 4 A. Until today, yes. 5 Q. About how long did you spend 6 preparing with your attorneys in connection 7 with your preparation for this deposition? 8 A. I would have to hazard a guess. 9 I don't have my time records in front of 10 me. 11 Q. Like two hours, ten hours? 12 A. My guess is in the two to four 13 hour range. No more than that. 14 Q. Did you speak to anyone else 15 other than the folks that you mentioned at 16 Verdolino and Lowey and your attorneys 17 regarding this deposition? 18 A. Our IT person, Tim McDonald who 19 assisted in the search -- the electronic 20 search of e-mails and records and worked 21 with the Brown Rudnick IT person to send 22 everything over. Aside from having him try 23 and get the records, we didn't have any 24 discussion of the case facts and 25 circumstances or anything. Page 16 1 C. JALBERT 2 Q. Anyone else besides the people 3 that we've talked about? 4 A. Regarding the -- just regarding 5 the deposition? 6 Q. Yes. 7 A. No. 8 Q. You haven't spoke to the 9 debtor? 10 A. About the deposition? 11 Q. About the deposition. 12 A. No. 13 Q. Have you ever met the debtor? 14 A. Yes. 15 Q. When did you meet the debtor? 16 A. The continued meeting of 342 -- 17 or 341 meeting which was I think Wednesday, 18 the first time I met him. 19 Q. Is that the only time you met 20 the debtor? 21 A. Yes. 22 Q. Outside of the 341 proceeding, 23 did you interact with the debtor? 24 A. No. 25 Q. I just want to cover a little Page 17 1 C. JALBERT 2 bit of your background. Can you talk about 3 your educational history since high school? 4 A. I graduated from Western 5 Connecticut High School in 1979. I went to 6 Boston College. Graduated Boston College 7 with a bachelor of science and degree in 8 accountancy in 1983. I went to work for 9 Arthur Andersen from June of '83 till 10 August 31 of '87. On September 1 of 1987, 11 I started at the precursor of what is now 12 Verdolino and Lowey and I've been there in 13 the 35 years since and during that time, I 14 I've gone to many, many, many professional 15 CPE type courses of all sorts of flavors. 16 Q. What do you mean by CPE? 17 A. A continuing professional 18 education. 19 Q. Is that a required procedure 20 for any type of certification that you 21 have? 22 A. It's -- some of it is required 23 for my certification as a certified 24 insolvency restructuring advisor. The rest 25 are just to maintain my professional 85

capabilities and stay on top of various 2 responsible for this?

A.

Q.

staff.

Q. What's his name?

A.

A. Keith Lowey.

Q.

Q.

this matter before us?

A. No.

A.

Q.

Q.

professional certifications besides the 12 context?

A. No.

A.

Q.

Q.

Verdolino and Lowey engaged under?

a accountant degree from Boston College? 16 A.

A.

Q.

A.

Q.

kind of party and interest to a bankruptcy

A.

that there is.

Q.

Q.

Verdolino and Lowey offer its clients? 25 specifically, what experience do you have

A.

in Chapter 11 cases?

guess four major buckets. The first and 3 A.

underperforming businesses and individuals. 5

accountants on behalf of secured lenders,

full-time 13 or 14 people I think it is 8

that work in taxation and we also do what 9

I'll call high net worth babysitting. We 10

have -- and I don't do any of this work. 11

My partner and others do it but we have 12 time, I've done -- I've represented every

very wealthy clients that don't pay their 13 reasonable constituency in a bankruptcy I

own bills, that have multiple residences. 14 can remember.

Everything comes to us. We act as a family 15 Q.

office for a whole -- for a number of 16 and Lowey?

people and the last thing we do is federal 17 A. Principal.

election reporting for federal congress 18 Q.

people and senators and presidential. 19

Q.

responsibilities with respect to Verdolino

A.

and Lowey services?

department -- yes, tax department. That's 22 A.

first -- all of my time not spent running

Q.

my own firm is in the bankruptcy insolvency

worth baby sitting. Who, at Verdolino, is

and the like that spreads over a little bit

2 to taxation. I don't run the department or 2 generally regarding the engagement? 3 anything but I certainly interact and then 3 A.

4 litigation support and the like, you know, 4 Steven Pohl and with -- I believe it was 5 the types of things you would do in the 5 Ben Silverberg. 6 context of a bankruptcy. 6 Q. Anyone else at Brown Rudnick? 7 Q. What is meant by litigation 7 A. I don't remember. 8 support, generally? 8 Q.

9 A. Well, it can be pretty broad 9 speak to anyone else regarding the 10 but for us, it's -- whether it be business 10 potential engagement? 11 litigation or bankruptcy litigation, to the 11 A.

12 extent that there are areas that whoever 12 to my -- my own staff to clear conflicts 13 the law firm -- we've also been appointed 13 and I think I had someone help me prepare 14 by judges, anyone that's looking or 14 some -- I shouldn't say prepare, they're 15 interested in obtaining financial 15 already prepared. Send some individual 16 information in a form that they're looking 16 information about myself and the firm. 17 for, which could be anything, we would 17 Q.

18 provide it. That would include doing 18 to anyone else besides Brown Rudnick in 19 expert reports, expert testimony and work 19 connection with the engagement? 20 at just advising lawyers as they approach 20 MR. AULET: Objection. You can 21 areas in accounting and auditing and the 21 answer. 22 like. 22 A.

23 Q. You mentioned here that you're 23 engaged? 24 a principal at Verdolino and Lowey? 24 Q. Yes. 25 A. Yes. Page 22 25 A.

2 Q. What other roles have you held? 2 Q.

3 A. I've been a principal since I 3 contact between -- who are the main 4 started. 4 contacts for -- strike that. Who do you 5 Q. Turning to the engagement here, 5 generally speak to regarding this 6 who contacted Verdolino and Lowey about 6 engagement besides internal folks at 7 this engagement? 7 Verdolino and Lowey? 8 A. Well, it was contacted me 8 A.

9 personally and it was an attorney, Steven 9 Rudnick. 10 Pohl at Brown Rudnick. 10 Q. Do you speak to anyone else? 11 Q. Sorry, I missed what you said. 11 A.

12 MR. HARBACH: Spell that name. 12 other lawyers but I've not initiated 13 Q. Can you spell that name, 13 anything. 14 please? 14 Q.

15 A. The name was Steven Pohl. Last 15 been on phone calls with? 16 name P-O-H-L at Brown Rudnick. 16 A.

18 Q.

18 I'm aware of are an Aaron Mitchell and a Melissa Francis. 19 A. Me. 19 Q.

20 Q. You. Do you recall when that 20 Mitchell to be? 21 was? 21 A.

22 A. Somewhere around March 1, 2 or 22 debtor. 23 3. 23 Q. You mentioned Melissa Francis? 24 Q. After Steven Pohl reached out, 24 A. Also counsel to Mr. Kwok.

Page 23 25 Q.

2 Melissa Francis, do you speak to anyone 2 Q.

3 else outside of Verdolino and Lowey 3 say that we dispute that contention. 4 regarding this engagement? 4 MR. GOLDMAN: As do we. Who 5 A. And outside of Brown Rudnick? 5 are you -- who do you fear harassment 6 Q. Outside of Brown Rudnick, yes. 6 from? Do you fear harassment from? 7 A.

8 Q. What about -- what about do you 8 Spring's attorney is on the phone and 9 communicate via e-mail with anyone besides 9 that question is probably best 10 Aaron Mitchell, Melissa Francis and Brown 10 directed to Golden Springs but my 11 Rudnick regarding this engagement? 11 understanding is that -- please, he 12 A. I've been on -- I've been CC'd 12 would like to answer. 13 on an e-mail and authored one e-mail to 13 MR. MILTENBERGER: Tim 14 someone outside that group. 14 Miltenberger from Golden Springs. 15 Q. Who is that person? 15 I'm assuming what the Witness is 16 MR. AULET: Objection. This is 16 testifying to is the identity of a 17 the person that we have stated their 17 Golden Spring employee which isn't 18 identity won't be revealed per Golden 18 clear to me from the record but 19 Springs request. 19 apparently the people at the 20 MS. ARONSSON: Are you 20 deposition reached that conclusion. 21 instructing the Witness not to 21 We don't see any relevance in 22 answer? 22 revealing the name of the employees 23 MR. AULET: I am instructing 23 of Golden Spring based on the 24 him not to answer. 24 objection that's filed to the DIP 25 MS. ARONSSON: Can you just 25 financing motion and we think that

2 state -- 2 the privacy rights of our employees 3 MR. GOLDMAN: Can you repeat 3 are paramount to any information that 4 the question? 4 might be gathered from knowing the 5 (Whereupon, the referred-to 5 name of -- rank and file employees of 6 question was read back by the 6 Golden Spring and we oppose 7 Reporter.) 7 disclosing that information. 8 THE WITNESS: That should have 8 MR. GOLDMAN: That's up to the 9 been e-mails. I authored one but I 9 Judge. It's a totally inappropriate 10 was CC'd on e-mails. 10 instruction to direct the Witness not 11 Q. I understand Mr. Aulet is 11 to answer. The Witness can answer 12 instructing you not to answer. 12 and you can get a ruling from the 13 MS. ARONSSON: Mr. Aulet, do 13 Judge as to whether the answer should 14 you mind just providing a more 14 be stricken or protected or subject 15 detailed objection? 15 to a protective order. It's totally 16 MR. AULET: Sure. Based on my 16 inappropriate to direct the Witness 17 conversations with Golden Spring, my 17 not to answer. 18 understanding is that Golden Spring 18 MS. ARONSSON: I noted our 19 believes that revealing that 19 dispute with Mr. Aulet and I'll just 20 individual's name would potentially 20 note our dispute with Mr. 21 expose them to harassment and based 21 Miltenberger's reasoning behind the 22 on my review of the documents at 22 objection here. 23 issue, the person's identity is not 23 MR. MILTENBERGER: Thank you.

25 Q.

Melissa Francis. Did she represent to you that she was Mr. Kwok's counsel? A. No. Q.

client was? A. From Brown Rudnick. Q.

that Verdolino and Lowey communicates with regarding this engagement besides the folks that we've talked about? A.

e-mail contact. You're aware -- because I

number of ordinary course professionals.

liabilities to them for the schedules. There might have been some information and stuff because we needed -- it's possible 1

sure I wasn't missing anything. Q.

Rudnick, did you circulate drafts of that engagement letter to anyone else? A.

being on it but I'm pretty sure they then did circulate it with -- at a minimum, Ms. Melissa Francis and probably Aaron Mitchell as well.

Number Kwok 00001646.

Q.

what is a post-petition retainer? A.

retainer paid to whoever, after the filing of a bankruptcy, intended to be a retainer.

that he spoke with them but I think really what he did is he got all the information from Aaron Mitchell and Melissa Francis. I

it's possible. Q.

their information from? A. No. Q.

retrieved their information from? A. No. Q.

engagement letter? A.

that I would call it a negotiation but it was me that drafted it and prepared it and sent it to Brown Rudnick. Q.

drafting that engagement letter? A.

I'm sure I had one of my colleagues, Mary Jo Schindler take a look at it just to make

Q.

there's no post-petition retainer expected. Do you see that? A. Yes. Q.

preference about receiving a post-petition retainer? A.

rather have a retainer but frankly, under the circumstances, it wasn't expected. Q.

post-petition retainer? A.

the fees. Q.

connection with this case? A. I do. Q. Did you? A. No. Q.

2 A. I didn't ask for one. 2 A. Yep. 3 Q. Turning back to the e-mail, Mr. 3 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 A. No. 7 financial advisor". Do you recall that 7 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 Q. What's the answer? 12 question. I can read the statement and 12 A. No. 13 understand but I don't know what you're 13 Q.

14 asking. 14 we are going to hold the cash, we will need

15 Q. He says, "big Q", do you 15 to be employed by the debtor". So does 16 understand that to be a big question? 16 that refresh your recollection about 17 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.

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 Q.

25 bottle? It's coming up in the frame. Page 34 25 view in connection with the question

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.

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 Q.

15 Q. Please take a look at this 15 understanding that you just explained? 16 document. 16 MR. AULET: Objection to form. 17 A. Okay. 17 A. Of what part? 18 Q. You're responding to Mr. 18 Q.

19 Silverberg's e-mail that we were just 19 "if we 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 Q. Turning to your response, you 23 If me, as a principal of Verdolino 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? 25 debtor in possession bank account, it would

2 make all the sense in the world that that 2 A.

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 Q. Thank you. Just for my own 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 A. Well, if I was employed by 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 19 So -- but if I was right and there wouldn't 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 Q. Thank you. That's helpful. 25 but they might be hiring another firm or

2 Did you rely on Brown Rudnick in connection 2 individual to testify as the expert to keep 3 with that determination of who would be 3 what knowledge we have as privileged. I 4 retaining Verdolino and Lowey? 4 don't know that that's relevant here. 5 MR. AULET: Objection to form. 5 Q.

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. 17 Q. Is Verdolino and Lowey ever 17 Q.

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

25 Q.

25 versus an operating business case? A.

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.

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 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.

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 Q. Sure. 20 operating real estate or something like 20 A.

21 that but they rarely have an operating 21 on -- first, my recollection is the SOFA's 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 Q. Is it fair to say the financial 25 Following -- immediately following that, I

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? 4 then -- probably while the tail end of that 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 11 assistance in preparing for -- or 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 18 on a -- how do I want to call it -- we 19 all of that goes into retention papers but 19 didn't bill for our time. I went as an 20 as to the duties, typically, I have 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.

25 Q.

Page 43 25 the SOFA's and schedules were the first

Page 46 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 47 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 17 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 48 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 of the 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 49 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

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 Q. What is Matt Flynn's role? 7 and the crises that materialize. 8 A. A manager. 8 Q.

9 Q. Is Mindy Jo Schindler a 9 role do you anticipate any potential staff 10 principal? 10 to play in this case? 11 A. No. 11 A.

12 Q. What is her role? 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 Q. Do you anticipate other 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

2 bankruptcy case like this? 2 return. I'll be advising them that they 3 A. I think of it as partner, 3 should file an income tax return for the

5 director, managing director, any of those, the lead person on the case from the firm. 4 5 Estate. So we'll have tax people involved 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 A. I assisted in preparation of 9 accustomed. We know all of our fees are 10 the SOFA'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 Q.

17 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 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.

A. From my firm?

Q. Who at V&L?

A.

Jo Schindler.

Q.

preparing these filings?

A.

technical question for someone related to

returns.

the best case but I can't think of anything

Q.

answer?

did work on it.

A. Yes.

Q.

Q.

SOFA and schedules?

disbursements. What sorts of receipts and

A.

course they worked on them, as did Melissa,

case?

A.

Aaron Mitchell. So it was clearly not all

to go the way the debtor planned, there was

a proposed DIP financing arrangement where

who, at Verdolino, did and that was myself,

fees and whatever other disbursements are

Matt Flynn and Mary Jo Schindler.

Q.

Verdolino and Lowey and was then moving on.

pay Chapter 11 bills as they become due. I

think that's it.

Mitchell, Brown Rudnick. Generally, anyone

Q. The last item is clerical.

else?

A.

clerical member of your team to do in this

there must have been the existence of help

case?

from individuals that translated documents

A.

and words from the various professionals to

the debtor and the debtor.

case.

Q.

Q.

debtor about this SOFA and schedules?

A. No.

Q.

your work on the SOFA and schedules?

A. No. I don't read Mandarin.

Q.

financial affairs and the schedules and all

documents?

support thereto and any amendments". These

A. I don't recall seeing them.

have been filed, right?

MR. AULET: Objection to form.

A. Yes.

Q.

Q.

Spring was involved in preparing the SOFA

the SOFA and the schedules?

and schedules?

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.

5 A. Yes. 5 anticipated but to the extent facts and 6 Q. What is it? 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.

14 Q. Neither you nor anyone at 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.

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 SOFA's and -- SOFA's and the 20 Q. Can you describe what work 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 Q.

23 A. We participated with several 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 25 A. Or QuickBooks or -- you know.

2 going to remember were on the phone and 2 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.

6 input of various information. Brown 6 garbage out. 7 Rudnick had been involved in the case 7 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

11 Brown Rudnick team and Melissa and Aaron on

11 of cash flow and related budget projections

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.

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.

19 A. No. 19 Lowey anticipate doing in connection with 20 Q. So is it fair to say you took 20 this line item? 21 their word regarding the representations 21 A.

22 contained in the SOFA and the schedule? 22 in the case and there's a DIP. 23 A. That's fair. 23 Q.

24 Q. Is there any outstanding work 24 projections. Budget projections for who? 25 that Verdolino and Lowey will anticipate Page 59 25 A.

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.

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.

8 course professionals and any other 8 have? 9 anticipated disbursement in the case that's 9 A.

10 approved in one way, shape or form by court 10 cases with DIP loans. 11 order. 11 Q.

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.

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.

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

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.

7 A. Yes. 7 you're referencing? 8 Q. No independent investigation in 8 A. Yes. 9 connection with his income? 9 Q.

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.

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.

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.

22 cash activity". Is it your understanding 22 to how the potential DIP loan would be

24 there's a DIP loan here? A.

24 structured? A.

25 Q. Do you anticipate there being a 25 loan at some point in time. I don't have

Page 66 1 C. JALBERT an explicit memory of every -- of the whole thing but I know generally how DIP loans work. 5 Q. In this case, do you know how the DIP loan would potentially be structured? 8 A. I would have to be guessing at my memory. 10 Q. Who, at Verdolino and Lowey, would perform the work in connection with this line item? 13 MR. AULET: Objection to form. 14 A. Presupposing that there is a DIP loan? 16 Q. Yes. 17 A. It would -- as repeating, obviously, I would be the signatory on the account. There would be bookkeepers and staff associated with preparing the checks, preparing the reports and reporting to all the parties that be. Some -- I imagine the committee would want to know -- generally, they would like to know on a weekly or biweekly basis what receipts and Page 67 1 C. JALBERT disbursements are, major creditors might feel the same way. So whatever the -- whatever the case is, reporting requirements as they develop, we would take care of that. I don't know what they would be. Aside from the minimum requirement, the monthly operating report. 9 Q. What is Verdolino and Lowey's run rate up until this point? 11 A. What's a run rate? 12 Q. How much has Verdolino and Lowey billed to this matter? 14 A. We've billed zero so far. 15 Q. How much value does Verdolino anticipate it has already billed in this case? 18 A. Are you asking for a WIP to 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 any agreement with anyone regarding who Page 68 1 C. JALBERT will pay the fees in the event the DIP loan does not occur? 4 A. No. 5 Q. Let's turn to the next line item, "preparation, review and analysis of monthly operating reports and/or quarterly reporting". Do you see that? 9 A. Yes. 10 Q. You referenced earlier a monthly operating report that was recently filed in this case? 13 A. Yes. 14 Q. Is that the type of work anticipated in this-- in connection with this line item? 17 A. Well, going forward, there's going to be a lot more than a monthly operating report because there's going to be -- well, presumably, if there is a DIP and if the case continues, there's going to be receipts and disbursements and even if there aren't, the monthly operating report and the US Trustees Office requires that -- the disclosure of all estate professionals Page 69 1 C. JALBERT as they accrue throughout the case. So it didn't happen in the February one because of the scrambling of SOFA's and schedules and 341 meeting and everything else. Going forward, we're going to have to have a report on a monthly basis and a cumulative basis what everybody's fees are, what the cash in and cash out is and part of the monthly operating report calculates the fees due to the United States Trustee Program and then the monthly operating report, you typically have to also -- you attach to it insurance binders, if things expired. If they weren't usually -- usually, I put them in anyway just to avoid confusion and someone looking for it. And then complete copies of the bank statements. The United States Trustees Office also wants balance sheet and P&L and cash flow and what the accounts payable, accounts receivable and all the various -- so the first one was filed. Future ones are going to have a lot more information. 25 Q. Taking a step back, can you

2 just explain, generally, what a monthly 2 A.

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 Q.

17 of those funds. Is that right? 17 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 A.

20 that. The -- the accrual of the -- of 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

2 reported in the monthly operating report. 2 disbursements. It's very easy to double 3 Q. You prepared one monthly 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 Q. Is another monthly operating 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 Q. Did you also prepare -- scratch 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.

16 Q. We can come back to that. 16 "assistance with preparation and/or review 17 A. Okay. 17 of estate federal and state income tax 18 Q. Have you or Verdolino and Lowey 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 Q. Yes. 22 Q.

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 Q. What is a quarterly report? Page 71 25 in this case?

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 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.

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 17 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.

22 the Estate. So there really shouldn't be a separate one but technically, there could 21 22 your understanding that the debtor has no income in this case? 23 be. The Estate is -- the Estate return is 23 A. Correct. 24 generally assigned to be December 31, 24 Q.

25 unless you elect otherwise. There are 25 Verdolino and Lowey will do in connection

reasons to elect otherwise but the most 1

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.

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 if there 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

22 then they got another 120 days. I want --

22 case may be. They are treated in different

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

2 deductible and you can build them up like a 2 A.

3 deferred tax asset. So to the extent, in 3 problem or interest what happens to the 4 the future -- after we spend money on the 4 debtor, outside of the bankruptcy estate. 5 case, if, in the future, there was a large 5 He's going to have to hire a different 6 settlement agreement, you would be able to 6 accountant to deal with that. 7 offset the previous administrative NOL's 7 Q. Let's talk about the Estate. 8 against the future income -- 8 A.

9 THE COURT REPORTER: The 9 transactions, as I said, I would recommend 10 previous administrative -- 10 the Estate files tax returns on a timely 11 THE WITNESS: N-O -- net 11 basis and it would include whatever 12 operating losses against a future 12 transactional activity that is allowed 13 receipt, which is another reason to 13 under the -- both the bankruptcy code and 14 file the return. 14 the internal revenue code and I don't know 15 Q. Is it fair to say that the work 15 what that's going to be. 16 that Verdolino and Lowey anticipates 16 Q.

17 potentially doing in connection with tax 17 it reads, "assistance with reviewing 18 returns depends on whether cash is coming 18 reconciling, analyzing and if necessary, 19 into the debtor or the Estate in the 19 objecting to proofs of claim". What work 20 future? 20 has Verdolino and Lowey performed in 21 MR. AULET: Objection to form. 21 connection with this line item? 22 A. No. You're going to have -- 22 A. None. 23 you're going to have accrued expenses 23 Q.

24 depending on the -- when the timing of the 24 what is a proof of claim? 25 case and everything, accrued expenses can 25 A. It's a form. There's a form.

2 be deductible. So cash -- clearly, if 2 There's a bankruptcy form that's a proof of 3 there were cash, that would -- that would 3 claim. I don't remember what the form 4 have to be taken care of but depending on 4 number is but it's an opportunity for any 5 how this case goes and the timing, it's 5 alleged creditor to file a claim in either 6 entirely possible that some of the accrued 6 a Chapter 11 or a Chapter 7 case. They can 7 expenses would be deductible. 7 file claims on a secured basis, a priority 8 Q. Have you seen the debtor's most 8 basis, an administrative basis and I'm sure 9 recent tax returns? 9 there's more that I'm missing. I don't 10 A. I don't know that I would be 10 think there's a claims objection deadline 11 able to call them most recent tax returns 11 but at some point in time, in a Chapter 11, 12 but I've seen parts. I don't know if it's 12 there's usually a claims objection 13 the whole thing. I don't know if I saw the 13 deadline. If, however, a creditor has been 14 entire federal and the entire state but I 14 scheduled on Schedule D, E or F and that 15 -- I at least saw the New York return and 15 number happens to be right, then the 16 the federal version attached to the New 16 creditor does not have to file a claim as I 17 York return which may or may not be the 17 understand it. If they disagree because 18 entire federal return for 2019 I think and 18 it's owed more or less -- and rarely do 19 2020. 19 they disagree if they're owed less but if 20 Q. If the debtor's income is zero, 20 they're owed more, they're allowed to file 21 what do you anticipate deducting from? 21 a proof of claim and establish what they 22 MR. AULET: Objection. 22 think the amount due to them from the 23 A. Are we talking about the debtor 23 bankruptcy estate would be.

25 individually or the Estate? Q.

25 Q.

pending litigation claims in this matter?

2 A. No. 2 someone to do work on a preference 3 Q. What experience does Verdolino 3 analysis. We certainly participated in 4 and Lowey have in analyzing the likelihood 4 preparing that because we filed them. 5 of success in pending litigation claims? 5 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 Q. Does 21 sound about right? 10 such as preference and fraudulent transfer 10 A. I don't know. 11 claims". Do you see that? 11 Q.

12 A. Yes. 12 debtor books and records for possible 13 Q. Can you explain to me, 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. 17 allows 90 days prior to the filing for 17 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 Q.

22 the statute happens to be for whatever the 22 Verdolino 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 25 MR. AULET: Objection to form.

2 of them might be avoidable and recoverable 2 A.

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.

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

anything, not to disclose any 9 for awhile so if you need a break -- 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 you mean? 12 like to get out of here before MR. AULET: That if he has done 13 tonight. any work, it would be covered by the 14 MR. GOLDMAN: We are going to work/product privilege. Not to 15 break at 12. disclose those specifics. 16 MR. HARBACH: Yes, sir.

17 Q. Setting aside the work/product 17 Q.

protection that Brown Rudnick is alleging 18 item, "assistance with any necessary in connection with this line item, can you 19 litigation support". I think we covered answer the question? 20 this previously. Do you have anything to A. Well, one of the questions in 21 add about potential services in connection the SOFA's is payments made in the 90 days 22 with this line item that we haven't already 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.

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 A.

5 Q. The next -- turning to the next 5 small. 6 line item is "assistance with plan 6 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. AULET: He can answer if 17 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 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?

2 that you -- well, you're going to have 2 A.

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 Q. The line item says feasibility 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.

18 usually everyone puts their two cents in. 18 analysis has Verdolino performed in 19 Q. What analysis has Verdolino and 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 Q.

22 A. None. 22 called Stretto? 23 Q. Would Verdolino and Lowey have 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.

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 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.

7 two right now in a limited basis. 7 some of the same -- well, a couple. One or 8 Q. Are you aware that Stretto was 8 two of the same cases that we're in. 9 involved in this matter? 9 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 Q. Generally, what is your 12 A. No. 13 understanding of the scope of work that 13 Q.

14 Stretto would potentially be employed to 14 about whether Stretto could monitor 15 do? 15 disbursements in connection with a DIP 16 A. I have not read their motion to 16 account? 17 employ. No idea what their -- 17 A. No. 18 MS. ARONSSON: Let's go off the 18 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

Page 90 25 provide analysis with respect to those

3 the record. Q.

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. 7 an escrow agent could open and maintain a 7 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. A. I don't have any knowledge of 10 MS. ARONSSON: The Court

12 why they couldn't but I'm certainly not an

12 Reporter is going to hand you what is being marked as Jalbert Exhibit 5. 13 Q. What about monitoring 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 A. The bank doing it? 16 by the Reporter.) 17 Q.

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 Q. Or an escrow agent. 20 this case. 21 A. An escrow agent would have more 21 Q.

22 obligation, whatever the escrow agreement 22 Mr. Jalbert? 23 says. I don't -- 23 A. Yes. 24 Q. But an escrow agent could be 24 Q. What is it? 25 employed to perform those duties? Page 91 25 A.

2 form 106Sum which is the summary of assets 2 Q. Item 58 refers to Line 36? 3 and liabilities and certain statistical 3 A. Okay. 4 information for the debtor, Ho Wan Kwok. 4 Q.

5 Q. I think we've discussed earlier 5 total amount here is 3,850 dollars. Do you 6 that Verdolino and Lowey had a role in 6 see that? 7 preparing the SOFA and schedule. Is that 7 A. Yes. 8 right? 8 Q. So 36 wraps up into one number. 9 A. Yes. 9 Part 4 of this filing, is that fair? 10 Q. Verdolino and Lowey had a role 10 MR. AULET: Objection to form. 11 in preparing this document? 11 A.

12 A. Yes. 12 filing, are you talking about Part 4 of 13 Q. I just want to walk through 13 Schedule A/B. 14 this at a high level. The first line item 14 Q.

15 is -- item one relates to property. What 15 clarification. 16 does this line item include? 16 A.

17 A. What specific -- A, B or C or 17 the sum of Part 4 which starts at question 18 all of them? 18 16. 19 Q. Sorry, fair question. 1A. 19 Q.

20 A. Well, it reads "Schedule A/B 20 Verdolino and Lowey perform in connection 21 Property official form 106A/B", question or 21 with these line items? 22 1A, "copy Line 55. Total real estate from 22 A.

23 schedule A/B". 23 with the lawyers. 24 Q. Thank you. And it reads zero? 24 Q.

25 A. Correct. 25 Page 3 of the document.

2 Q. What analysis, if any, did 2 MR. AULET: Just for 3 Verdolino and Lowey do to prepare this line 3 clarification, every time you're 4 item? 4 refer to Page 3, you're referring to 5 A. I worked with the lawyers. 5 the top numbers? 6 Q. Did you do any independent 6 MS. ARONSSON: Yes. I'm 7 investigation with respect to the line item 7 referring to the docket numbering at 8 1A? 8 the top. Page 3 of 23. 9 MR. AULET: Objection to form. 9 Q.

10 A. No. 10 Verdolino and Lowey perform any work in 11 Q. Turning to 1B, this reads, 11 connection with this line item? 12 "total personal property from Schedule A/B" 12 A. If we did, we did with counsel. 13 and I think this refers us to Line 36? 13 Q.

14 A. I would have thought it related 14 referring to cars, vans, trucks, etcetera, 15 to Line 62. 15 watercraft, aircraft, did Verdolino and 16 Q. It does and then 62. Sorry -- 16 Lowey perform any work in connection with 17 so 62 refers back to 56 to 61. Do you see 17 this section? 18 that, that's on Page 7 of the PDF? 18 A. All with counsel. 19 A. Lines 56 to 61, is that what 19 Q.

20 you're referring to? 20 say you performed work with counsel, you 21 Q. That's right. 21 didn't perform any independent

23 A. Yep. Q.

23 investigation? A. Correct. 24 to 61 is Item 58? 24 Q.

25 A. Correct. 25 15 refer to personal and household items,

3 A. Yes. 3 MR. HARBACH: 4 Q. Without walking through each of 4 Q.

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 Q. Just to be clear about your 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 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 A.

16 A. We keypunched into the forms 16 Q. Understood. 17 after consultation obviously. 17 A.

18 Q. Did you do anything besides 18 that. 19 keypunch into the form? 19 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

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 Q. Did you communicate or did 4 fitting the personal and household 5 Verdolino and Lowey communicate with anyone 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 of them 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 if I 20 You can answer if you can. 21 ask a couple questions? 21 A.

22 MS. ARONSSON: Sure. 22 if I investigated whether the spatulas and 23 MR. AULET: I don't have any 23 the pots and pans existed and who bought

25 objection.

25 them and how much they were and are they at the house?

Page 102 1 C. JALBERT 2 Q. All I'm asking is whether Verdolino and Lowey had any role in making the judgment call over whether the household items at the residence or the apartment belonged to Mr. Kwok or was that something that was left to the lawyers? 8 MR. AULET: Objection to form. 9 A. We did no investigation. I had no personal knowledge not told to me by Aaron Mitchell, Melissa Francis and Brown Rudnick about the ownership of those. So it wasn't my decision and I didn't investigate but I certainly was party to the conversations regarding that. 16 Q. During those conversations, if one of those people, a lawyer at Brown Rudnick or Melissa -- whose last name I forget -- 20 A. Francis. 21 Q. Francis, thank you. Represented to you that those items do not belong to Mr. Kwok, you just accepted that at face value? 25 A. Correct. Page 103 1 C. JALBERT 2 MR. HARBACH: Okay, thank you. 3 Thank you, Laura. CONTINUED EXAMINATION BY MS. ARONSSON: 6 Q. This is Laura Aronsson from O'Melveny. Just turning back to what we were talking about in connection with the schedule. I think David covered this. So when drafting this, how did you decide whether an item like the iPhone referenced in Line Item 7 or the clothes referenced in Line Item 11 or the family dog referenced Item 13 belonged to Kwok as opposed to another person or entity? 16 A. I was informed by either Melissa Francis or Aaron Mitchell or they informed Brown Rudnick and Brown Rudnick informed us. 20 Q. Is it fair to say that that chain of events that you just described applies to all of the items identified in this schedule? 24 MR. AULET: Objection to form. 25 A. I don't know -- we better go Page 104 1 C. JALBERT item by item if that's what you want to do. I don't know what you're referring to. You know, you got specific lines you're talking about? 6 Q. Sure, that's fair. So in connection with any of the assets identified in the schedule as belonging to Mr. Kwok, you solely relied on the chain of events you previously described, Brown Rudnick received information from Melissa Francis and Aaron Mitchell? 13 MR. AULET: Objection to form. 14 A. No, that's not what I said. I said we heard directly from Melissa Francis or Aaron Mitchell or they informed Brown Rudnick and Brown Rudnick told me that they -- what the answer was from them. There was no one way of communicating. It was fluid situation. We had a very short time to do them but it was not one way or the other. It was, as I said, either and many times the e-mails were with all the attorneys on the e-mail or it was a phone call with a lot of parties and I don't Page 105 1 C. JALBERT remember all of the parties but the source of the information was for us, first, Aaron Mitchell and Melissa Francis in no particular order. Now I don't remember who knew more about what than the other or if they passed information onto Brown Rudnick, who then passed it onto us. Obviously, after they did whatever legal analysis they wanted to do. 11 Q. In preparing these documents, did you ask for any information from Brown Rudnick or Aaron Mitchell or Melissa Francis that you were not given? 15 A. I don't remember asking a question they didn't answer but I didn't investigate anything. 18 Q. I want to turn to Page 16 of this document. So at the bottom of the page, to direct your attention there, Part 2 reads, "estimate your ongoing monthly expenses". Were you involved in drafting this section? 24 A. Yes. 25 Q. What was your role -- or

2 scratch that. What was Verdolino and 2 operating report is a different report and 3 Lowey's role in connection with this 3 that's a completely different question than 4 section? 4 what's on here. 5 A. We had discussions with the 5 Q.

6 legal team, which is Brown Rudnick team 6 difference? 7 plus Aaron Mitchell, plus Melissa Francis, 7 A.

8 probably more than one time, probably 8 question it is, is it like 4 or 5 or 6E or 9 orally, probably in e-mail and it was a 9 whatever it is, the request is to report 10 discussion. 10 the expenses paid by others on the debtor's 11 Q. Turning to the next page, the 11 behalf. That's not what this asks. So in 12 estimated monthly operating expenses reads 12 the schedule, we listed some funds and we 13 zero. Is that fair? 13 will, going forward, be listing and 14 A. Yes. 14 reporting, as required by the MOR, the 15 Q. Did you anticipate the debtor's 15 expenses paid by others on behalf of the 16 monthly operating expenses to remain zero 16 debtor which is again different from what 17 after this point? 17 this asks. 18 MR. AULET: Objection to form. 18 Q.

19 A. It certainly was discussed with 19 it's your understanding that the debtor's 20 the attorneys. I don't think it's a 20 ongoing monthly expenses is zero? 21 secret. There was lots of discussion 21 MR. AULET: Objection to form. 22 yesterday. So my expectation is yes, as to 22 A.

23 his expenses, his payment of his expenses 23 ongoing expenses is zero. 24 is going to remain I think zero. 24 Q.

25 Q. I think you said his -- his 25 whether that is correct?

2 expenses. In your view, what does his 2 A. Correct. 3 expenses cover? 3 Q.

4 A. There's a whole list of them 4 sheets at the end of this document, 5 here. You want to go down them? It looks 5 starting just broadly, was Verdolino and 6 like about 30 of them. Real estate taxes, 6 Lowey involved in preparing these 7 property and homeowners and renters' 7 documents? 8 insurance, home maintenance repair and 8 A.

9 upkeep expenses, home ownership association 9 involved with others, yes. 10 and condo dues. Don't even know if those 10 Q.

11 are applicable. Electricity, heat and 11 did Verdolino and Lowey do in connection 12 natural gas. Want me to keep going? 12 with these documents? 13 Q. So we can just agree that Items 13 A.

14 4 through 21 would include monthly 14 reasonableness, assisted in putting them in 15 expenses? 15 a form that would normally be seen in a 16 A. Again, as it relates to him 16 SOFA and schedule. I think some of this 17 paying them, I would agree. My 17 was uploaded into the actual Schedule F 18 understanding is they're going to remain 18 because I think Schedule F -- well, maybe 19 zero. 19 it doesn't. I don't know. I don't

21 Q.

contained in this document is separate from 20 21 remember whether this was uploaded or not

22 the monthly operating report, the reports 22 with D. So all of these, we worked with 23 that you, Verdolino, draft in connection 23 the attorneys and that's again, all three, 24 with this case? 24 the Brown Rudnick team, Aaron Mitchell and 25 A. Correct, because the monthly 25 Melissa Francis.

Page 110 1 C. JALBERT 2 Q. I think you said the phrase reviewed for reasonableness. What do you mean by that? 5 A. Well, if we had anything to compare information to, we compared it or -- or if we had a question, we asked a question of the lawyers. I don't remember off hand what those were. 10 Q. Can you think generally of any issues that you investigated in connection with preparing these? 13 A. I'm sure on a couple of them, we wanted the make sure that -- that there wasn't a missing digit or an extra digit so I'm sure someone from my team walked through with someone, probably either Melissa or Aaron, just as a double check that it's what -- what the number on the form was the number that they intended. There wasn't, in there someplace, a human error. 23 Q. Can you think of anything else specific that you investigated? 25 A. We did not investigate. Page 111 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 of Limitations Methodology and Disclaimers Regarding the Debtor's Schedules of Assets and Liabilities and Statement of Financial Affairs and the debtor is Ho Wan Kwok. 19 Q. And this is a specific line item that Verdolino and Lowey's proposed retention relates to? 22 MR. AULET: Objection to form. 23 A. Can I go back and take a look? I don't know what the global notes are listed or not but these are part and parcel Page 112 1 C. JALBERT to the SOFA's and schedules. So it would be part of the first bullet, "assistance with preparation of the statement of financial affairs and schedules and all support thereto and any amendments, if necessary". 8 Q. What was Verdolino and Lowey's role in preparing this document? 10 A. Well, we certainly assisted in drafting. We assisted in reviewing, particularly the specific notes but there was -- there was a lot of back and forth and a lot of work between the Brown Rudnick law firm, Aaron Mitchell, Melissa Francis and Verdolino and Lowey, both -- all three at Verdolino and Lowey, Matt Flynn, Mary Jo Schindler and myself. 19 Q. Just to understand, what specific work did Verdolino and Lowey do in connection with preparing this document? 22 MR. AULET: Objection to form. 23 A. Well, like I said, we had numerous e-mails, we reviewed everything, we made comments. We might have drafted a Page 113 1 C. JALBERT paragraph here or a paragraph there. I think we assisted the group in making sure the references, amongst the notes and amongst the questions and the SOFA's and amongst the schedules to the extent they were interrelated, that the references were appropriate. We made sure that the writings were the facts as we knew them. Didn't investigate but we had lots of discussions and we made sure that what was represented here was our memories. 13 Q. Thank you. Turning to Page 4, Question 1 in the middle of the page, asks "do you own or have any legal or equitable interest in any residence, building, land or similar property". The answer in Item 1, below it, reads, "the debtor has use and occupancy of real estate located at 373 Taconic Road, Greenwich, Connecticut". Do you have any understanding as to why the use and occupancy of certain real estate is relevant to this filing? 24 MR. AULET: Objection to form. 25 A. Well, I'm not a lawyer but

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 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.

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.

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? 17 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 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 Q. Why? 25 holding the legal title to the Sherry 25 A.

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. 8 the vehicles -- you know, I don't know if 9 Q. Any involvement in those 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 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.

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,

21 Q.

21 maybe it shows up. I don't know. On the 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.

2 Q. Does that answer apply to the 2 A. No. 3 Question 1 about residences as well? 3 Q.

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.

13 of 50 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".

2 Q. Thank you -- 2 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 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 Q.

11 A. Nothing that's not printed on 11 these items in connection with your work? 12 this page. 12 A. Correct. 13 Q. Did you do any independent 13 Q.

14 investigation into this? 14 was performed? 15 A. No. 15 A. None to my knowledge. 16 Q. Items 6 and 7, household goods 16 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 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.

25 to Mr. Kwok versus some other third-party

25 where a health insurance policy has a cash value except for to the beneficiary of --

2 if you have a health insurance plan, it has 2 Rudnick, Aaron Mitchell and Melissa Francis 3 a lot of value to you when you go to the 3 to inform you of how he might benefit from 4 hospital and it pays the bills for you. 4 things like his like his Mar-a-Lago 5 There's not an independent value to a 5 membership in connection with drafting the 6 third-party that you can sell. 6 monthly operating report? 7 Q. Do you have any knowledge about 7 A.

8 the health insurance policy that the debtor 8 counsel on that for sure. 9 has currently? 9 Q.

10 A. No. 10 wouldn't endeavor to seek out information 11 Q. Question 53 asks for property 11 about these monthly expenses -- 12 of the kind not listed and the answer 12 A.

13 refers to his membership at Mar-a-Lago Club 13 and we're going to point to the question 14 in Palm Beach. Is this the type of thing 14 and we're going to ask for information 15 that Verdolino and Lowey would include on a 15 that's responsive to that. I don't have 16 monthly operating report if Mr. Kwok, the 16 access to the information. We don't 17 debtor, used the membership? 17 investigate. I'm not going to keep track 18 MR. AULET: Objection to form. 18 of where the debtor goes or doesn't go. So 19 A. I would have to use conjecture. 19 someone would need to tell us the 20 Q. Go ahead. 20 information. We would then review it but 21 A. Well, the first monthly 21 I -- I think that Mar-a-Lago thing, at 22 operating report was filed in February. I 22 least for the foreseeable future, is not an 23 don't know whether he went down there or 23 issue but if it becomes an issue, someone 24 not. I don't know if he went down there in 24 will tell me. 25 March. If he -- if he went there, I 25 Q.

2 imagine there would be travel expenses. I 2 the second to last sentence here and it's 3 don't know whether there would be a fee for 3 that "the debtor plans to amend Form 122B 4 the golf and maybe he had lunch. So I 4 filed on February 15th, 2022 in which 5 imagine if he physically went there and 5 debtor erroneously claimed monthly income 6 used it, there would be -- there might be 6 of \$19,488". Do you see that? 7 -- there would be something in the monthly 7 A. Yes. 8 operating report but if he stays where I 8 Q.

9 think he's going to stay, in Greenwich 9 to? 10 where he's safe, it's not going to be 10 A. Yes. 11 relevant. 11 Q. What is it? 12 Q. What is your basis for thinking 12 A.

13 he's going to stay where he is in 13 accidently -- I don't know what the term 14 Greenwich? 14 would be -- erroneously filed a Form 122B. 15 A. I listened to the 341 meeting 15 It included \$19,488 dollars which met -- 16 yesterday -- excuse me, Wednesday. 16 the form met for the monthly income, I 17 Q. Besides the knowledge gathered 17 think the review by the lawyers was that's 18 from that hearing on Wednesday, the 341 18 incorrect and so they -- the debtor filed 19 hearing, do you have any independent 19 an amended 122B or at least intended to -- 20 knowledge about the debtor's expected 20 I don't know if it's done yet or not -- 21 travel or location? 21 excluding that income. 22 A. I have no knowledge whatsoever 22 Q.

23 of where he's going to be at any point in 23 any work in connection with that erroneous

24 time. 24 inclusion? 25 Q.

Page 123 25 A.

Page 126 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 127 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. 17 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 128 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 -- 17 A. The litigation funding 18 agreements? 19 Q. Yes. Thank you. Have you seen 20 them before? 21 A. Not to my knowledge. 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 129 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. 17 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

and direct him the Witness to answer 2 Q.

for the same reasons that we 3 report filing that we've been discussing

discussed previously on the record. 4 that you've been involved in preparing?

MS. ARONSSON: And we'll 5 A. Looks like it, yes.

continue to dispute the redaction 6 Q.

here. 7 the separate loose page, these line items

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.

13 Q. Is it fair to say that this is 13 \$109,827.12? 14 the starting point for Verdolino's monthly 14 Q. Yes. 15 operating report draft? 15 A.

16 MR. AULET: Objection to form. 16 payments but inadvertently, the family, on 17 A. As to the one particular 17 behalf of the debtor, on February 16th, the 18 question, yes. 18 day after the filing, made these two 19 Q. Sorry. What do you mean? 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 off hand 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

MS. ARONSSON: McKenzie, Tab 2 information that this was really a

19. 3 pre-petition payment paid post-petition.

THE WITNESS: Are you done? 4 Q.

MS. ARONSSON: No. 5 total expenses \$161,323 here, if we

MR. AULET: Should we have the 6 subtract from that, the total inadvertent

back up marked as a separate exhibit 7 payments is \$109,827. What does that

or -- 8 amount reflect?

MS. ARONSSON: I typically mark 9 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.

15 (Whereupon, E-mail Chain was 15 final version of the living expenses sheet 16 that we looked at on Exhibit Number 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 Q.

20 hand you what's being marked as Jalbert 20 that number, to your knowledge? 21 Exhibit 8. 21 A.

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 24 document filed in this case as Docket 24 final total dollars were, there was a 25 120 and document 120-1. Page 131 25 payment made February 10 pre-petition that

2 was inadvertently included in the payments 2 that the categories were properly described 3 from February 15th to 28th. So that will 3 because this is not nearly final. This -- 4 be corrected on the next operating report. 4 there were some errors and we also worked 5 Q. So included in this operating 5 with counsel and others in trying to figure 6 report is the two inadvertent payments to 6 out what the percentage of the monies that 7 the law firms identified on Exhibit 8? 7 were paid in Column C multiplied by a 8 A. Yes, correct. 8 distribution percentage to arrive at the 9 Q. The monthly operating living 9 total. We worked with the preparer to make 10 expenses that we've talked about and then 10 sure that the descriptions on the schedule 11 this other payment that you said would be 11 were accurate. We tried to confirm the 12 corrected, is that right? 12 numbers were accurate. We couldn't get the 13 A. It's included in the 161. 13 information in time to be able to do that 14 We'll be pulling that out when we do the 14 but then we looked at the distribution 15 March -- so the way the form works usually 15 percentages using our judgment in working 16 is you have payments paid currently and 16 with the lawyers. 17 cumulative. We will take that small amount 17 Q.

18 of money out of the cumulative so as to 18 expense chart in Exhibit 7, there are seven 19 have the correct number going forward. 19 line items. Is that right? 20 Q. So is it fair to say that 20 A. Yes. 21 Verdolino and Lowey's role in connection 21 Q.

22 with these inadvertent payments was to kind 22 Verdolino and Lowey crosschecked the names 23 of double check the amounts included in the 23 of the categories to ensure that they 24 monthly operating report? 24 accurately depicted the expenses contained 25 A.

Page 134 25 in those line items?

2 of when the information became available 2 A. We did the best we could, yes. 3 and when the form had to be filed, there 3 Q.

4 was a miscommunication with the preparer of 4 have been helpful to help you get to that 5 the schedule that will be rectified. 5 determination? 6 Q. Who's the preparer of the 6 A.

7 schedule? 7 the -- what the actual payees and 8 A. I can't tell you. 8 disbursements were, it probably would have 9 Q. What schedule are you referring 9 helped us with the categorization. 10 to, this document here, the monthly 10 Q. But you didn't receive that? 11 operating report, Exhibit 8? 11 A. Not -- not at that time, no. 12 A. This thing (indicating). 12 Q.

13 Q. So the number 161 here refers 13 you received regarding these line items 14 to this spreadsheet in Exhibit 7 as 14 included in this chart here? 15 reflected with your edits, with Verdolino 15 A.

16 and Lowey's edits? 16 available all the -- I'm sure there's an 17 A. The 161 is the sum of the final 17 updated version because this doesn't tie to 18 number from Exhibit 8 plus the 109. 18 here (indicating) and then we -- long after 19 Q. What work did Verdolino and 19 we produced the information for -- for this 20 Lowey do in connection with getting to the 20 deposition, there's been continuing ongoing 21 final numbers? 21 discussions because we're getting ready to 22 A. We worked with counsel and 22 file -- excuse me, the March MOR in April. 23 Aaron Mitchell and Melissa Francis trying 23 Q.

25 to review -- we didn't have details but we were trying to ask questions and make sure 24 25 think is the final version but we talked about the categories, the amount you said

Page 138 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. 17 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 Page 139 1 C. JALBERT 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 140 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. I think it is. 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 Page 141 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 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 85

2 those people but our feeling in 2 to ascribe the one hundred percent of the 3 consultation with the attorneys was that 3 cost to the debtor is -- means that all 4 the only reason those people are there is 4 that costs -- we could have left it at 30 5 they're coming to visit the debtor and 5 percent and probably made it a callable 6 that's why they incurred the cost. So I 6 argument of why it could be 30 percent. We 7 thought they should put 50 percent to the 7 wanted to go with -- I think part of the 8 husband and 50 percent to the wife and 8 final reasoning amongst the group was that 9 that's how we got the 50 percent. 9 it's conservative to report all of it on 10 Q. Besides what you just described 10 the debtor's behalf because of his safety 11 to me, do you have anymore reasons for 11 concerns is -- that was the reasoning. 12 suggesting the increase of 50 percent? 12 Q.

13 A. Not that I can remember. 13 increased to 50 percent and I'll represent 14 Q. Item 2 is security is increased 14 Exhibit 7 has it at 30 percent and you 15 to 100 and looking at the draft in Exhibit 15 ascribe the same explanation as the meals. 16 7, it was 40 percent. What was your 16 Is there any other -- 17 reasoning for suggesting to increase the 17 A.

18 security to 100? 18 same -- it's the same theme at different 19 A. Again, the only reason there's 19 percentages for most of these. 20 any security at all is all about the 20 Q. Item 4 refers to housekeeping. 21 debtor. So in an abundance of caution, 21 I believe Verdolino and Lowey recommended 22 we're ascribing that cost, one hundred 22 changing repair and maintenance to 23 percent of that cost to the debtor. The 23 housekeeping? 24 wife likely would not have security 24 A.

25 concerns if she were not married to 25 were able to speak with someone and get

2 Mr. Kwok and when the daughter or others 2 some information that's behind the numbers, 3 sometimes travel, they need security as 3 we found out that that's the cost of the 4 well. So for whatever reason, their 4 maid for those 15 days or maids or maid 5 security is all related to the debtor. We 5 service or cleaning service and not 6 suggested going to a hundred percent. It 6 maintenance. So it's just a matter of 7 was discussed among the group and everyone 7 calling it what it was. Had we seen 8 agreed to the 100 percent. 8 detail, we would have understood that on a 9 Q. What is the basis for your 9 more timely basis. 10 assumption that the primary reason security 10 Q.

has been retained is directly related to 11 the allocation from 30 to 50 percent, is it 12 the debtor? 12 fair to say it's the same reasoning 13 A. Discussion with Melissa Francis 13 behind -- 14 and Aaron Mitchell who confirmed in several 14 A.

15 phone calls that the debtor is harassed and 15 know, any other cleaning they do on behalf 16 threatened and otherwise scared for his 16 of anybody else, the only reason they're 17 existence and to the extent the -- I'm told 17 there is because the Kwok's are there. The 18 to the extent the family is scared, they're 18 debtor and his spouse. 19 scared because of their relationship to 19 Q.

20 their father. 20 page, "in our opinion, it's best to be more 21 Q. Is there any other reasoning 21 conservative". That's another reasoning 22 that you haven't articulated about the 22 behind your -- 23 basis for your increasing security to one 23 A. Yes. 24 hundred? 24 Q.

25 A.

Page 143 25 allocations? Is that yes?

2 A. Yes. 2 THE WITNESS: Okay. 3 Q. I do want to talk about the 3 Q.

4 insurance changed to zero percent from 30 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 Q. Yes. Before I show you the 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 A. I recall talking with my 13 A.

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 Q. What do you remember about that 16 entries as his monthly expenses and she's 17 interaction? 17 asking what type of insurance. 18 A. Well, I think he found out the 18 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.

22 in New York City where he did not live 22 correctly. 23 during this time frame and so to the extent 23 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.

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 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.

9 (Whereupon, E-mail Chain was 9 what she was thinking. 10 marked as Jalbert Exhibit 10 for 10 Q.

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.

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 17 matter with the Bates Kwok 00001691. 17 Connecticut house so these expenses that 18 Q. I understand you're not on this 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.

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

25 expenses ascribed to him in the monthly operating report in that Question 8.

2 Q. Mr. Flynn continues, "I have a 2 A. I don't know. 3 question regarding the insurance as well 3 Q.

4 since this is insurance on the apartment of 4 line item I think is -- 5 the Sherry". Do you understand what issue 5 MR. HARBACH: Right here 6 hes referring to here? 6 (indicating). 7 A. Yes. 7 Q.

8 Q. Can you explain it for me? 8 reflected on Page 2. \$13,611. Besides Ms. 9 A. Well, in the Number 8 -- no, 9 Francis' e-mail, do you have any 10 Number 9, the original version of this had 10 independent knowledge of that information? 11 insurance. We didn't know what it was 11 MR. AULET: Objection to form. 12 insurance on. Frankly, when we got it, we 12 A.

13 assumed it was on the Greenwich residence 13 Francis. I don't know where she got that 14 where the debtor and his spouse actually 14 number from or why. 15 reside. We factually found out that it's 15 Q.

16 actually insurance on the Sherry and when 16 the Greenwich property? 17 we found out it's insurance on the Sherry, 17 A. No. 18 since the debtor doesn't live there and 18 Q. Why not? 19 doesn't own it, by review of materials from 19 A.

20 the lawyers, it should be eliminated and 20 with the correct knowledge to give us all 21 that's what we proposed, to eliminate it. 21 of the expenses paid cash, check, wire 22 Q. It was ultimately eliminated? 22 transfer, HCH, any other method, February 23 A. Yes. 23 15th to February 28th on behalf of the 24 Q. Mr. Flynn continues "I am not" 24 debtor. We didn't leave any -- we didn't 25 I am not sure it should be included here? 25 ask for -- we didn't leave any

2 I think that's what he means -- "in this 2 restrictions. We just said give us all of 3 calculation but interested on your thoughts 3 that information. We got a summary chart. 4 and also asking Craig". Do you recall him 4 You saw it and it wasn't till we started 5 asking your opinion on this? 5 asking questions to understand some of the 6 A. Yes. 6 background and what is behind the numbers 7 Q. Is your opinion the same as 7 that we started making assessments and 8 Mr. Flynn's here -- 8 changing what we think the legal group and 9 A. Yes. 9 us thought it was appropriate. 10 Q. Do you recall speaking with 10 CONTINUED EXAMINATION 11 Mr. Flynn about that? 11 BY MR. HARBACH: 12 A. I do. 12 Q.

13 Q. Turning to the top e-mail here 13 originally, you and your team thought that 14 on this chain, on Page 1, Mr. Flynn asks, 14 the 13 -- excuse me, I think you said you 15 "how much was paid during this period for 15 assumed that the \$13,611 was for the 16 the Sherry". Do you see that? 16 Greenwich property because that's where he 17 A. Yes. 17 was living. I got that right? 18 Q. Do you know the answer to that 18 A. Yes, sir.

20 question? A.

20 Q.

13,611 was actually for the Sherry, right? 21 know why he asked it. 21 A. Correct. 22 Q. That was going to be my 22 Q.

23 question. Why would it matter whether -- 23 inquire about was there actually any 24 how much it was as to whether it should be 24 insurance money paid for the Greenwich 25 included in the monthly operating report? Page 151 25 property during this period, you didn't ask

2 that question? 2 with the Brown Rudnick firm and Melissa 3 A. No, we assumed -- actually, 3 Francis and Aaron Mitchell to determine 4 Matt had confirmed this is a list of all 4 what the accrual of professional fees. All 5 the payments made during this time frame. 5 professionals, state professionals, 6 So we had the universe that wasn't another 6 committee professionals, debtor 7 insurance payment and you know, most -- 7 professionals, ordinary course -- alleged 8 many of us have owned homes. My own 8 ordinary course professionals, everybody 9 empirical knowledge is you typically pay 9 because we need to record the accrual. So

10 your homeowner's insurance once a year. 10 it's not just -- the operating report is 11 It's usually -- in the Sherry, this 13 11 not just asking for what was paid during 12 thousand dollars might have been just a 12 that period. It's asking for what's the -- 13 payment for the year on a 2.5 million 13 the new form is asking what are the unpaid 14 dollar entity. They didn't tell us it was 14 amounts and we couldn't get it in time to 15 a payment so I didn't ask. 15 get the February one. So we're going to 16 CONTINUED EXAMINATION 16 catch up in this March one, we're going to 17 BY MS. ARONSSON: 17 establish what the February accrual was and 18 Q. So I think we've covered the 18 we're going to find out what the March 19 work that you have done in connection with 19 accrual was and then we'll have the correct 20 the monthly operating report for the period 20 information and it will have to be 21 February 15th to February 28th. We've been 21 maintained as we go along and obviously, as 22 looking at that document. Is that right? 22 time goes on, if things go according to the 23 A. Yes. 23 way the debtor would like, there will be 24 Q. Can you think of anything else 24 payment on those fees. So there'll be more 25 that we haven't talked about with the work 25 accruals and then payments and the same

2 that you've done, in connection with 2 thing is true of the estate professionals 3 preparing that document? 3 and the committee and its professionals. 4 A. Off the top of my head, no. 4 It will be a roll forward of what the 5 Q. I think you referenced you're 5 liability is and the cash will be reported 6 preparing the next reporting cycle? 6 on Page 1. It will create liability to the 7 A. Yes. 7 United States Trustee for their fee -- 8 Q. Can you describe your general 8 their -- their -- it's a fee. It's not a 9 process and how that defers, if it does, 9 commission. Their fee for -- which is 10 with your reporting cycle for the February 10 entirely predicated on cash disbursements 11 15th to February 28th period? 11 during the time of the monthly operating 12 A. So the monthly operating report 12 report. 13 is basically presenting information and the 13 Q.

14 two buckets of information that are in the 14 that. Besides information that you'll 15 monthly operating report as for this debtor 15 receive from Brown Rudnick, from Aaron 16 is that Question E, the funds disbursed on 16 Mitchell, from Melissa Francis and an 17 his behalf in the 31 day period, March 1 to 17 unknown person, do you anticipate doing any March 31, we're going to -- we're going to 18 18 investigation in connection with future

figure out -- we're going to get a list. 19 monthly operating reports? This time, we're going to get a list so we 20 MR. AULET: Objection to form. 21 can see what there was and we can have -- 21 A.

22 we can have more educated discussion with 22 consider -- I'm not going to -- we're going 23 the lawyers about what was paid. That will 23 to get a report from someone. That report 24 be summarized and categorized and put in 24 is going to list out all of the payments 25 Schedule E and in addition, we're working Page 155 25 made during a specific time period. We're

2 going to review that with our own 2 they paid post-petition pre-petition. Here 3 professional knowledge and with the lawyers 3 they paid pre-petition, pre-petition but 4 to make sure it all makes sense. We might 4 should have been excluded from the monthly 5 ask questions based on what shows up on the 5 operating report. Legitimate charge. It 6 spreadsheet but I'm not going to ask for a 6 wasn't an overpayment or anything. It just 7 copy of the cancelled check, a bank 7 didn't belong reported in the February 8 statement or the invoice that was paid. So 8 monthly operating report. 9 no investigation of that, just a sanity 9 Q.

10 check or a reasonableness check and confer 10 received a more detailed breakdown of these 11 with counsel to be sure that we understand 11 items that was included in this -- 12 what's on that sheet and what we're going 12 A.

13 to report. 13 detailed -- but it was -- it was 14 Q. So essentially, you'll rely on 14 significantly past that time. Everything 15 the rolled up numbers that are provided to 15 at that time was done by reviewing, 16 you from the individuals we've talked 16 talking, Melissa and Aaron talking with 17 about? 17 whoever and Matt talking to whoever. It 18 A. Again, except for some queries 18 was all done by e-mail and orally. We 19 that we'll make depending on what the 19 didn't get a spreadsheet of the detail 20 information we get. If we get -- if 20 until sometime later, long after it was 21 insurance shows up again, we're going to 21 filed and actually, after the time that we 22 ask insurance on what. If repairs and 22 made available our records that we got -- 23 maintenance shows up again, we're going to 23 the detail listing which is when we figured 24 confirm it's not the maid. So we'll use 24 out oh we got a problem with the monthly 25 some common sense and we'll confer with the 25 operating report. It's just a matter of,

2 lawyers based on what we see but I won't 2 you know, whoever is preparing these things 3 know what we're going to do until we see 3 isn't used to the rules, isn't used to 4 what -- and I hope it's soon. What's 4 what's got to be displayed -- disclosed and 5 today, April 8th? 5 what's not going to be disclosed. We try 6 Q. Thank you. Okay, just quickly 6 and give them guidance and they just made a 7 turning back to Exhibit 8 which is I think 7 minor error. We'll fix it next month. 8 the final living expense report for the 8 Q.

9 period February 15th, 2022 to February 9 aside. Do you recall receiving an inquiry 28th, 2022. I think you had referenced an 10 from someone at U.S. DOJ regarding the

11 erroneous amount included in here. Can you 11 monthly operating report? just explain again what you meant by that? 12 A.

A. I don't remember exactly what 13 to them first and my reaching out to them the number is but on the security line, 14 first was -- and that's how -- was -- I Line Number 9, the amount referenced her 43 15 don't know if anyone's ever prepared a thousand dollars. That 43 thousand dollars 16 monthly operating report, is there one

17 included a payment of -- my memory is 17 here? So the monthly operating report, up something like 12 or 14 thousand dollars 18 until December 31 or January 31 was one, that was paid February 10 and so we got 19 two -- these two pages (indicating), Page 8 this report, the original one, and didn't 20 which is now Page 8 and Page 9 and there know the back -- the background and when 21 might have been one more -- I thought it

22 they -- when they showed us the background 22 was five pages. It might have been four. 23 and the list of -- we saw February 10. So 23 And I filed these monthly operating reports

25 we realized we had the opposite mistake of the time with the two professionals where 24 25 in several cases and it had been driving me

2 would -- the way the monthly operating 2 have done anyway's. 3 reports, the bottom, for the first page, it 3 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.

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

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.

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?

22 looked at? A.

22 A. Advisor. Q. Advisor, for how long? 23 anyway's. That just -- that gave us more 23 A.

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

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 Q. Do you typically call on that 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 of bankruptcy. 8 A. Certainly some of it, yes. 8 The schedules, the SOFA's, the -- the 9 Q. What aspects of the debtor's 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 -- 17 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 Q. Do you view it as in need of 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

2 Q. You don't? 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

restructuring, if you're referring to 16 right now. There's going to be a

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 24 debt. Maybe work with payables, all 24 11 case here.

Page 167 25 Q.

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 SOFA's and 5 pre-petition payments, which we ordinarily 6 preparing the MOR'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 Q. All right, I won't argue with 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 10 that you -- you view that is in need of 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 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 Q.

20 Q. So how would they be 20 pre-petition account? 21 restructured or part of a restructuring? 21 A.

22 MR. AULET: Objection to form. 22 lawyers. 23 A. You're probably asking the 23 Q. Who was the accountant?

litigation, I suspect there's going to be 24 25 A. Accountant? Q.

2 -- you would hope there would be settlement 2 A. Oh actually, I take that back. 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 5 tax return they prepare. So there was -- 6 into cash with which to pay the creditors. 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 Q.

9 Q. As part of your -- the scope of 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.

12 assistance -- 12 produced to any party in the case thus far? 13 THE COURT REPORTER: I'm sorry, 13 A.

14 Counsel. I need to hear you better. 14 because we had them. They would have come

16 Q.

reviewing debtor books and records for 15 16 in an e-mail. So they would have been produced as it relates to this I think. I 17 possibly avoidable transactions such as 17 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 York or a Connecticut accountant. I don't 20 the debtor's books and records, correct? 20 know who. 21 A. Currently, so far, yes. 21 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.

25 A.

Page 171 25 even sure if I looked at it. I don't know

Case 22-50073 Doc 440-24 Filed 05/25/22 Entered 05/26/22 15:30:37 Page 46 of

2 if, at the time when we were trying to do 2 I don't know. 3 everything, we were using those because we 3 Q.

4 needed some of the information on there. 4 you rely on in getting comfortable taking 5 We were referred to them by Melissa for 5 this case without a post-petition retainer? 6 certain issues that the lawyers thought 6 A.

7 were important and we went and took a look 7 years. I'm not sure. I don't remember 8 at them but I would have looked at 8 ever getting a post-petition retainer but 9 something besides the name of the preparer. 9 my firm works with -- 10 At the time, it didn't matter. 10 (Whereupon, a cellphone rang.) 11 Q. Have you ever spoken to the 11 THE WITNESS: Shit, I'm sorry. 12 debtor? 12 Now it's off. We -- we're a 13 A. Yes. 13 practitioner in Massachusetts and we 14 Q. When? 14 do cases in Delaware, New York, 15 A. Wednesday at the 341 hearing to 15 Connecticut, Rhode Island, 16 introduce myself. 16 Massachusetts, New Hampshire, 17 Q. Is that the only occasion, to 17 Vermont, Maine. We represent Chapter 18 your knowledge, that you've spoken to the 18 7 trustees in virtually all of those 19 debtor? 19 states. We probably represent and do 20 A. I don't speak Mandarin and he 20 work for virtually ever Chapter 7 21 apparently doesn't speak English. So I 21 trustee in Rhode Island, every 22 have not spoken to him. Or Chinese. I'm 22 Chapter 7 trustee in Massachusetts, a 23 not sure which it is. Excuse me. 23 couple in Maine, a couple in New 24 Q. You did not receive a 24 Hampshire and it's not unheard of for 25 post-petition retainer, correct? 25 us to go and do 50, 60, 70, 80

2 A. Correct. 2 thousand dollars of work before we 3 Q. Are you confident that your 3 even know the case will ever have any 4 fees will be paid? 4 money. It's an investment that we 5 A. I don't know if I'm confident. 5 make. Now I didn't make an 6 I'm hoping. 6 investment in this case. Whatever we 7 Q. What source do you believe your 7 incurred -- and I don't know what 8 fees will be paid, from what source? 8 that is, I'm hoping I'm going to 9 A. It will come from the Estate. 9 collect it but if I don't, then I'll 10 If we're going to be paid, as I understand 10 have a write-off like I've had many, 11 it, it will come from the Estate. I don't 11 many, many, many times in the past. 12 -- I have not thought of or have any 12 Q.

13 agreement on any other source of payment. 13 answered my question. 14 Q. Do you mean the litigation 14 A.

15 claims or recoveries? 15 Q.

16 A. I would expect the only people 16 your experience in engagements in 17 that have a retainer in this case are Brown 17 bankruptcy cases and that's it for taking 18 Rudnick. Everybody else will be looking to 18 this case without a pre or post-petition 19 be paid -- that is a debtor's professional 19 retainer, is that what you mean -- 20 or a committee professional, professionals 20 A.

21 that file an application with the Court and 21 question. 22 the Court allows their retention will be 22 Q.

23 looking to get funds. We're all going to 23 you rely on in taking this case without a

25 be looking from the same place. What that source is going to be, if it will ever be, 24 25 pre or post-petition retainer? MR. AULET: Objection to form.

2 A. I do work with lots and lots of 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 Q.

5 the case, I work on the case. 5 with any representative from Golden Hill? 6 Q. So you relied on being asked to 6 MR. HARBACH: Golden Spring. 7 get involved by Brown Rudnick? 7 Q. Golden Spring. 8 A. Yep. 8 A.

9 Q. That's it? 9 from -- well, first of all, Melissa Francis 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 Q.

14 financial profile of this debtor at all in 14 Q.

15 determining -- 15 Golden Spring? 16 A. I think -- I think I knew he 16 A. Debtor. 17 had limited assets or no assets and I think 17 Q.

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.

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 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 of me. 24 we respond because if I don't respond, 24 Q.

25 maybe the next time he calls another 25 your understanding --

2 accountant. So I didn't do all the things 2 A.

3 that you think a normal person should have 3 her and by Brown Rudnick that she is 4 done to protect themselves on payment. 4 counsel to the debtor, as is Aaron 5 Q. Did you rely on any degree on 5 Mitchell. As is Brown Rudnick. 6 the financial profile of Golden Spring? 6 Q.

7 A. No. 7 application to retain ordinary course 8 Q. You didn't do any due diligence 8 professionals, if you know? 9 on Golden Spring before agreeing to get 9 A.

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.

16 A. No. 16 you had any communications with Golden 17 Q. Did you ask any questions about 17 Spring -- 18 what the financial profile of those two 18 A.

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 Q. -- before getting involved? 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

25 would be paid from Golden Hill or Lamp Capital before agreeing to take on the 24 25 speak to that person. I had -- I was on

2 one e-mail to that person and actually 2 for the month of which two-thirds of that 3 directed it to Melissa and Aaron when I 3 is security. 4 wrote my e-mail. 4 Q.

5 Q. Do you know why that person's 5 funding the post-petition living expenses 6 name is redacted on the exhibit? 6 Golden Spring? 7 A. Yes. 7 A.

8 Q. Why? 8 of the questions and no one has volunteered 9 A. Because you heard Golden 9 that information. It just says -- the 10 Spring's attorney. They're worried about 10 question says is there a third-party making 11 the safety of their employees given the 11 payments on behalf of the debtor 12 issues surrounding this case. I don't know 12 post-petition. We answered that question

13 anything about that. I'm just doing what I 13 as best we could. We'll fix the one error 14 told. I am not disclosing the name. 14 that remains but it did not ask and they 15 Q. It was at Golden Spring's 15 did not tell us, to my knowledge, who is 16 counsel's behest that that was redacted is 16 making the disbursements. 17 your understanding? 17 Q. And you didn't ask? 18 A. Well, I don't know whether it 18 A.

19 was Golden Spring's counsel or Golden 19 affect -- it's not in the monthly operating 20 Spring itself. I don't know -- I don't 20 report so it's none of my business I think 21 know who started it. I just -- in fact, I 21 is what I would have been told. 22 don't think I knew it until the day before 22 MR. GOLDMAN: I don't have any 23 -- the day before, maybe Wednesday is when 23 further questions. 24 I found out that -- that -- that the 24 MR. AULET: I have nothing. 25 documents were redacted. 25 THE VIDEOGRAPHER: Can I take

2 Q. Is it your understanding that, 2 us off the record for the day? 3 according to the debtor, all of his living 3 MR. GOLDMAN: Yes. 4 expenses, pre-petition, were paid by Golden 4 THE VIDEOGRAPHER: We're off 5 Spring? 5 the record at 2:18 p.m. and this 6 A. Well, they were paid by 6 concludes today's testimony given by 7 somebody else. I can't say emphatically 7 Craig Jalbert. 8 they were paid by Golden Spring. 8 (Whereupon, at 2:18 P.M., the 9 Q. So whatever that person or 9 Examination of this witness was 10 entity -- whoever that person or entity 10 concluded.) 11 was, are the living expenses, post-petition 11 12 living expenses that were prepared in the 12 °

13 various schedules, consistent with what was 13

15 A.

16 as to what the pre-petition nature of 16 17 payments or amount of the payments or 17 18 anything. So I don't have any -- any 18 19 comparative information. That information 19 20 will be developed as we see the months go 20 21 by but I think the final -- the final 21 22 number for 15 days of the expenses for the 22 23 individual ended up being something like 28 23 24 or 29 thousand dollars for 15 days. So 24 25 multiply that by two 60 thousand dollars

I hereby certify that having been STATE OF NEW YORK

5 first duly sworn to testify to the truth, I 4 : SS.:

9 transcript is a true and correct transcript 7 and within the State of New York, do hereby 10 of the testimony given by me at the time 8 certify:

11 and place specified hereinbefore. 10 hereinbefore set forth was duly sworn and

that such examination is a true record of

the testimony given by that witness.

action by blood or by marriage and that I

am in no way interested in the outcome of

18 Subscribed and sworn to before me 17 this matter. 19 this _____ day of ________________ 20___. 18

set my hand this 8th day of April 2022.

1:15,18 2:3,12 103:13 115:4,4,8 135:13,17 140:18 26

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5 181:22 187:11 129:18 135:23 accrued 78:23,25

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telephone 45:15 156:22 161:2 third 63:18 64:15 140:3 146:23

124:19,24 167:19 179:2 117:6 119:24 154:5 155:20 127:3 135:8 think 9:14 14:11 122:6 130:24 156:14,22 157:11 154:14 184:15 14:12 16:17 18:15 133:12 184:10 157:25 159:25

ten 24:13 28:25 30:16 thought 37:12 162:6 165:7,11

tense 30:20 31:2,5 34:6 38:18 46:25 56:21 174:2,10 178:25

term 34:11 36:13,19,22 95:14 114:2 179:12 186:10 testified 5:24 6:15 37:5,10 39:7,13,21 126:15 127:15 80:10 145:9

88:9 40:9 43:9 45:10 138:20 142:7 times

testify 10:2,9 12:2 45:24 47:19 49:13 153:9,13 161:21 3:25 6:18 7:15 12:14,21 40:15 51:3 52:12 55:4 174:6 175:12 14:24 60:14

testifying 7:25 70:6 73:22 76:20 thousand 126:6 timing 78:24 79:5

11:5 28:16 79:18 81:10,22 132:21,22 140:17 134:25 testimony 10:6 85:19 87:8 90:5 146:19 152:7 timothy 2:19 5:15 22:19 185:6 186:6 91:18 94:5 95:13 154:12 159:16,16 title 21:15 86:12 186:10 188:12 103:9 106:20,24 159:18 166:2 101:8 114:25

70:24 106:25 109:16,18 177:2 183:24,25 today 7:25 8:13 thank 7:13 12:9 110:2,10,23 113:3 threatened 143:16 9:13 10:10 11:5 14:14 19:20 29:23 115:23 118:12 three 19:272:7 15:4 159:5 35:2 38:7,25 41:5 119:17 123:9 75:16 109:23 today's

41:13 45:24 56:25 124:21 125:17 112:16 161:25 185:6 90:19 94:24 96:14 126:11,13,15 163:10 told 63:6 102:10

119:2,4 128:19 141:19,25 144:7 15:18 28:13

133:4 144:12 146:6,18,25 151:2 41:13 49:19 184:21 159:6 161:8 152:4 153:8,14 time 1:11,174:16 tonight 85:13

41:16 154:18,24 155:5 11:14,18 15:9 top 14:13 18:2

theme 159:7,10 161:12 16:18,19 17:13 33:4 41:18 48:23

thereto 163:2 167:7 19:8 21:12,23 97:5,8 130:10 112:6 168:20 170:6,18 24:22 40:18 43:16 151:13 155:4

12:2 70:11 72:6,12,22 134:6 141:13,23 47:7 63:22 65:21

11:22 12:15 73:13 162:8,12 155:14 159:25 76:21 90:13 92:9 12:22 176:18 161:19,19 179:18 92:13 107:18

8:20 15:22 68:14 122:14 147:4 149:10,11 42:18 61:25 149:8 161:5 148:8,17 149:13,19 180:25

120:4 135:23,25 136:5 69:13 86:15 131:9 133:4 145:8 120:14 162:14 163:10 154:9 166:5 undisclosed

60:23 u.s.

152:22 171:18 55:12 61:7 73:15 underperforming unknown

82:20 80:16 82:7 85:17 19:5 140:24 157:17

57:16,19 91:4 92:18 95:11 8:3,15,21 9:2,4,7 unregistered

123:2,21 103:7 106:11 9:15,20,22 11:25 120:6,17 143:3 109:3 113:13 12:13,18 25:19 unrelated

115:24 115:12 120:3 27:11 34:11,13,16 unsecured

77:21 124:25 126:5 34:17 40:16 58:7 updated

59:13 134:25 130:8 132:6 81:17 86:21 upkeep

136:11 140:11 148:3 112:19 115:7 uploaded

97:14 149:14 151:13 129:14 147:18 109:20

14:24 15:11 170:17 175:10 116:6,10 117:3,7 157:7 163:17 15:12 50:16 62:20 177:20 117:22,24 119:7 176:21,22 77:15 82:23 87:18 understanding 122:19 139:17

20:16 90:7 92:8 129:5 11:4 27:18 28:11 158:24 162:4 62:6 68:24 69:19 132:18 133:10 32:23 37:15 38:8 169:5

uses 55:15 56:19,23 165:7,11 184:25 104:19,21 117:25

usually 69:15,16 57:2 58:15,21 185:4 134:15 141:17 81:12 83:25 86:25 59:15,25 61:14,18 videos 120:8,19 156:23 162:2 87:11.18 117:17 64:11 65:9,13 36:25 107:2

134:15 154:11 66:10 67:9,12,15 148:18 149:6 77:22

144:12 67:24 71:12,18 166:10,19,23 we've 16:3 20:16 V 72:17 73:18 76:10 170:10 20:20 21:4,10,10 76:25 78:16 80:20 virtually 74:19 22:13 30:10,15 v&l 56:3 82:3 83:4 84:17 169:8 176:18,20 44:20 45:10 55:14

v&l's 84:22 85:25 87:19 visit 118:16 142:5 67:14 85:8 94:5

various 18:2 20:3 122:15 124:9 141:7 45:17 116:2,16 42:2.5.6 51:16 125:22 128:10 1:5 2:9 3:18

54:22 57:9 58:24 5:5 11:6 94:4 123:16,18 126:12

118:24 120:8,13 144:21 149:11 16:25 40:21

vehicle 115:23,24 163:17 55:16 66:23 75:21 welcome 41:14 117:13,22,23 verdolino's 130:14 94:13 104:2 went 17:5,8 31:5

118:25 vermont 176:17 149:8 168:18 123:5 174:7 verdolino 1:15 7:9 version 79:16 172:3 17:4

10:25 12:14,22 127:13 133:15 wanted 45:21 whatsoever 13:24 15:16 17:12 137:17,24 140:12 105:10 110:14 123:22 18:22,25 19:25 140:20,22 150:10 144:7 163:22 whereof 188:18 20:10,15 21:15,20 versus 38:9 41:24 wants 69:20 172:2 whispering 3:7

24:17 25:7 26:3 video 1:14 3:13,17 washington 6:8 141:13 142:8,24 30:11.13 31:15 videographer 2:22 water 34:24 145:14 36:7,18 37:3,23 3:2 4:4 5:9,18 watercraft 97:15 willing 64:20 38:21 39:4,17 8:10 11:14,18 119:5 67:18,20

43:7 44:13 48:8 34:23 35:4 90:20 watermark 162:6 wire

48:20 49:4,14,18 90:24 139:20 way 47:21 54:19 witness 5:11,20,22 49:25 50:15,20 140:3 164:25 62:10 67:3 75:14 26:21 27:8 28:15

83:8 85:10 116:12 write 36:13 41:18 82:21 94:24

(e) Review By the Witness; Changes.

(1) Review; Statement of Changes. On request by the deponent or a party before the deposition is completed, the deponent must be allowed 30 days after being notified by the officer that the transcript or recording is available in which: (A) to review the transcript or recording; and (B) if there are changes in form or substance, to sign a statement listing the changes and the reasons for making them.

(2) Changes Indicated in the Officer's Certificate. The officer must note in the certificate prescribed by Rule 30(f)(1) whether a review was requested and, if so, must attach any changes the deponent makes during the 30-day period.

DISCLAIMER: THE FOREGOING FEDERAL PROCEDURE RULES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE ABOVE RULES ARE CURRENT AS OF APRIL 1, 2019. PLEASE REFER TO THE APPLICABLE FEDERAL RULES OF CIVIL PROCEDURE FOR UP-TO-DATE INFORMATION. VERITEXT LEGAL SOLUTIONS COMPANY CERTIFICATE AND DISCLOSURE STATEMENT

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