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Full title: Objection (related document(s): 389 Motion for Order Authorizing the Transition and Assignment of the Estate's Interests in the NFL Concussion Litigation to Goldberg Persky White P.C. Free and Clear of Liens, Claims and Interests Pursuant to 11 U.S.C. Secton 363; Memorandum of Poi filed by Trustee Elissa Miller (TR), 390 Notice of motion/application filed by Trustee Elissa Miller (TR)) Filed by Interested Party Erika Girardi (Borges, Evan) (Entered: 06/28/2021)

Document posted on Jun 27, 2021 in the bankruptcy, 10 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

By the Motion, the chapter 7 trustee (the “Trustee”) seeks to assign the interests of the 3 estate of debtor Girardi Keese (“GK”) in 100 Joint Client cases, in which the Motion states that 4 GK represents the plaintiffs/Joint Clients, along with the law firm of Goldberg Persky White P.C. Under California’s community property law, to the extent Mr. Girardi’s services to 18 GK over the 20 years of the marital community generated value to equity, Ms. Girardi has a 19 community property interest in any distributions due to Mr. Girardi as equity.Stated differently, 20 Ms. Girardi shares the Trustee’s interest in maximizing the value of the GK estate to pay in full al21 legitimate creditors (including victims of GK), given that if after payment of all legitimate debt 22 claims, assets remain for equity, Ms. Girardi would have a community property right to a portion 23 of those equity assets.The motion is silent and says nothing about the stage of the NFL concussion cases or what25 work, if any, remains to be done by counsel for the Joint Clients (GK and/or Goldberg Persky) as 26 a condition to an entitlement to payment of fees or reimbursement of costs.The Motion refers to some of the Joint Client cases allegedly having been referred by 12 Goldberg Persky to GK, and appears to leave all decisions on allocation of fees and costs on these13 cases to Goldberg Persky.

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Document Contents

1 EVAN C. BORGES, State Bar No. 128706 EBorges@GGTrialLaw.com 2 GREENBERG GROSS LLP 650 Town Center Drive, Suite 1700 3 Costa Mesa, California 92626 Telephone: (949) 383-2800 4 Facsimile: (949) 383-2801 5 Attorneys for Party-in-Interest Erika Girardi 6 7 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA, LOS ANGELES DIVISION 10 In re Case No. 2:20-bk-21022-BR 11 GIRARDI KEESE, Chapter 7 12 Debtor. OBJECTION OF PARTY-IN-INTEREST ERIKA GIRARDI TO CHAPTER 7 13 TRUSTEE’S MOTION FOR ORDER AUTHORIZING THE TRANSITION OF 14 THE ESTATE’S INTEREST IN THE NFL CONCUSSION LITIGATION TO 15 GOLDBERG PERSKY WHITE P.C. FREE AND CLEAR OF LIENS, CLAIMS AND 16 INTERESTS PURSUANT TO 11 U.S.C. § 363 17 [Related to ECF Nos. 389 and 390] 18 Date: TBD 19 Time: TBD Ctrm: 1668 20 255 E. Temple Street Los Angeles, CA 90012 21 22 Judge: Hon. Barry Russell 23 24 Party-in-Interest Erika Girardi (“Ms. Girardi”) hereby objects to the chapter 7 trustee’s 25 Motion for Order Authorizing the Transition of the Estate’s interest in the NFL Concussion 26 Litigation to Goldberg Persky White P.C. Free and Clear of Liens, Claims and Interests Pursuant27 to 11 U.S.C. § 363 (ECF Nos. 389 and 390) (the “Motion”) on the following grounds:

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1 I. PRELIMINARY STATEMENT 2 By the Motion, the chapter 7 trustee (the “Trustee”) seeks to assign the interests of the 3 estate of debtor Girardi Keese (“GK”) in 100 Joint Client cases, in which the Motion states that 4 GK represents the plaintiffs/Joint Clients, along with the law firm of Goldberg Persky White P.C. 5 (“Goldberg Persky”) in the NFL concussion litigation. 6 As discussed below, the Motion does not provide critical factual information and related 7 analysis necessary to determine whether, by the Motion, the Trustee is maximizing value for the 8 GK estate and its creditors, or improvidently giving away value based on a false premise of 9 urgency. 10 For context, Ms. Girardi notes the following two important points: 11 A. Ms. Girardi Shares the Trustee’s Goal of Maximizing the Value 12 of the GK Estate. 13 Ms. Girardi has a 12th grade education, was never a GK attorney, and had no role in the 14 operation or management of GK. Ms. Girardi was, however, married for approximately 20 years 15 to Thomas Girardi, whom we understand is the 100% equity holder of GK. Ms. Girardi filed a 16 petition for divorce from Mr. Girardi on or about November 3, 2020; and there was no pre-nuptial17 agreement. Under California’s community property law, to the extent Mr. Girardi’s services to 18 GK over the 20 years of the marital community generated value to equity, Ms. Girardi has a 19 community property interest in any distributions due to Mr. Girardi as equity. Stated differently, 20 Ms. Girardi shares the Trustee’s interest in maximizing the value of the GK estate to pay in full al21 legitimate creditors (including victims of GK), given that if after payment of all legitimate debt 22 claims, assets remain for equity, Ms. Girardi would have a community property right to a portion 23 of those equity assets. 24 B. The Value of the GK Portfolio of Cases. 25 Based on a preliminary investigation, the undersigned counsel is informed as follows: 26 based on input counsel has obtained from experienced mass tort/plaintiff’s attorneys who were an27 are competitors of GK, the GK portfolio of cases should be extremely valuable, and potentially

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1 millions of dollars for equity. To conduct this analysis, it is imperative for the estate to retain 2 experts in the field (i.e., other mass tort/plaintiff’s lawyers), as well as evaluate and understand th3 amount of costs advanced already by GK in pending cases. As the Court is aware, typically, 4 contingent fee agreements provide that the attorney is entitled to reimbursement in full of all costs5 advanced, along with payment of the applicable contingent fee (depending on the specifics of eac6 fee agreement). 7 II. OBJECTIONS TO MOTION AND ASSIGNMENT AGREEMENT 8 Based on the foregoing, Ms. Girardi, through counsel, raised the questions and concerns 9 set forth below with general counsel for the Trustee on June 27, 2021, but has not received a 10 response. Accordingly, Ms. Girardi submits the following objections to the Motion: 11 A. The Motion Appears to be Based on a False Exigency, 12 Which Should Not Exist. 13 The Motion is based on an alleged exigency that is unexplained and should not exist. 14 Specifically, the Motion states that GK shares 100 Joint Clients with Goldberg Persky in the NFL 15 concussion litigation. Thus, setting aside what action if any the Trustee has taken for GK, the 16 Joint Clients regardless continue to have counsel, Goldberg Persky, to protect their 17 interests. Accordingly, no exigency should exist, especially given the risk that by acting too 18 quickly without proper advice and analysis of the facts, the Trustee may be acting improperly by 19 giving away millions of dollars in value for no reason. 20 B. The Motion Provides No Information on the Terms of the Pre-Bankruptcy 21 Agreements that the Motion Seeks to Modify by the Proposed Assignment 22 Agreement. Thus, It is Impossible to Tell From the Motion What Pre-Existin23 Vested Rights of GK Are Being Given Up Under the Motion, the Value of 24 Those Rights, And Why the GK Estate’s Vested Contractual Rights Should B25 Given Up, Compromised, or Given Away. 26 The Motion, as well as the Assignment Agreement it asks the Court to approve, are silent 27 on the terms of the pre-bankruptcy agreements between and among the Joint Clients, GK, and

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1 understanding the GK estate’s pre-existing contractual rights as well as an explanation of the valu2 of those rights, it is impossible to understand the amount of value that the Trustee is asking the G3 estate to give up, and why. 4 As to fees, by way of example, if the pre-bankruptcy agreements provide for a 50/50 split 5 between GK and Goldberg Persky of a contingent fee of 40%, and if the 100 Joint Clients obtain 6 recoveries on average of $1 million each, then separate from the issue of reimbursement of costs 7 advanced, the potential contingent fee due to the firms could be as much as $40 million, of which 8 GK’s half would be $20 million. Thus, if the Assignment Agreement modifies what otherwise 9 under this example would be a 50% share of fees to GK of $20 million down to a 25% share or 10 $10 million, that’s a difference of $10 million. Why is the Trustee giving up this 11 difference? There is no explanation in the Motion, which is silent on this key point. The 12 creditors, the Court, and parties in interest are entitled to all material information and a better 13 explanation. 14 As to costs advanced, the Motion and Assignment Agreement are also devoid of 15 meaningful information. The Assignment agreement refers, without support, to an assertion by 16 Goldberg Persky that GK still owes a share of costs advanced that has not been paid. But the 17 Motion does not explain anything more about costs already advanced by the firms, GK’s share of 18 costs already advanced, and how costs advanced will be repaid in the future. 19 C. The Motion Provides No Information on What Additional Work, If Any, 20 Needs to Be Performed to Earn an Entitlement to Fees and Costs. Thus, the 21 Motion Provides No Information or Rationale as to Why the GK Estate 22 Should Relinquish the Value of Vested Rights to Payment of Fees and/or 23 Costs. 24 The motion is silent and says nothing about the stage of the NFL concussion cases or what25 work, if any, remains to be done by counsel for the Joint Clients (GK and/or Goldberg Persky) as 26 a condition to an entitlement to payment of fees or reimbursement of costs. According to news 27 reports, the NFL concussion settlement is already in place, and all that is left is payment of

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1 https://www.nflconcussionsettlement.com/FAQDetails.aspx?q=164#164 (last visited June 28, 2 2021) (settlement agreement became final and effective on January 7, 2017). 3 Thus, in addition to saying nothing about what pre-existing rights of GK are being given 4 up under the Assignment Agreement, the Motion says nothing about what additional work, if any,5 remains to be done for the Joint Clients to receive recoveries. This explanation is necessary for 6 the Court to understand why the GK estate should be giving up any value to which it already has 7 pre-existing right. 8 D. The Motion’s Discussion of Modification of Fee and Cost Allocations as to 9 Joint Client Cases Allegedly Referred by Goldberg Persky to GK is 10 Incomprehensible, and Does Not Provide Any Information. 11 The Motion refers to some of the Joint Client cases allegedly having been referred by 12 Goldberg Persky to GK, and appears to leave all decisions on allocation of fees and costs on these13 cases to Goldberg Persky. The Motion gives no information on the number of cases allegedly 14 falling in this category, whether the Trustee has reviewed the assertion of referral of some of the 15 Joint Clients by Goldberg Persky, whether any such referral agreements are written and 16 enforceable, and what values may be at issue. This is unacceptable. The Court, creditors, and 17 parties in interest are given no meaningful information to determine what value is being given up 18 by the estate and on what basis. 19 E. The Motion Does Not Explain What Relevant Legal Industry Experts, If Any,20 Have Advised the Trustee on the Assignment Agreement and the Value of 21 GK’s Interest in the NFL Concussion Cases As to Which GK Has a Right to 22 Payment of Fees and Reimbursement of Costs. 23 The Motion is also silent as to whether the Trustee has received any expert advice from an24 attorney experienced in the value of the mass tort/plaintiff’s cases in the GK portfolio. It is 25 imperative that the Trustee obtain this advice, to avoid needlessly giving away value in the GK 26 estate to other law firms, as opposed to maximizing that value for creditors. 27

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1 III. CONCLUSION 2 For the foregoing reasons, Ms. Girardi objects to the Motion and the Assignment 3 Agreement as to which the Motion seeks this Court’s approval. 4 DATED: June 28, 2021 Respectfully submitted, 5 GREENBERG GROSS LLP 6 7 By: 8 Evan C. Borges Attorneys for Party-in-Interest Erika Girardi 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 PROOF OF SERVICE OF DOCUMENT 2 I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 3 650 Town Center Drive, Suite 1700 4 Costa Mesa, CA 92626 5 A true and correct copy of the foregoing document entitled (specify): OBJECTION OF PARTY-IN-INTEREST ERIKA GIRARDI TO CHAPTER 7 TRUSTEE’S MOTION FOR ORDER 6 AUTHORIZING THE TRANSITION OF THE ESTATE’S INTEREST IN THE NFL CONCUSSIONLITIGATION TO GOLDBERG PERSKY WHITE P.C. FREE AND CLEAR OF LIENS, CLAIMS 7 AND INTERESTS PURSUANT TO 11 U.S.C. § 363 will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 8 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to 9 controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On June 28, 2021, I checked the CM/ECF docket for this bankruptcy case or 10 adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: 11 12 Service information continued on attached page 13 2. SERVED BY UNITED STATES MAIL: On June 28, 2021 I served the following persons and/or entities at the last known addresses in this 14 bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here 15 constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. 16 17 Service information continued on attached page 18 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date19 June 28, 2021, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as 20 follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. 21 22 Service information continued on attached page 23 I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. 24 6/28/2021 Cheryl Winsten Date Printed Name Signature 25 26 27

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1 In re GIRARDI KEESE Case No. 2:20-bk-21022-BR 2 U.S.B.C. Central District of California Los Angeles Division 3 4 1. SERVED VIA NOTICE OF ELECTRONIC FILING (NEF): 5 The following is the list of parties who are currently on the list to receive email notice/service forthis case. 6  Kyra E Andrassy kandrassy@swelawfirm.com, 7 lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com 8  Rafey Balabanian rbalabanian@edelson.com, docket@edelson.com 9  Michelle Balady mb@bedfordlg.com, leo@bedfordlg.com 10  Ori S Blumenfeld Ori@MarguliesFaithLaw.com, 11 Helen@MarguliesFaithLaw.com;Angela@MarguliesFaithLaw.com;Vicky@MarguliesFaihLaw.com 12  Evan C Borges eborges@ggtriallaw.com, cwinsten@ggtriallaw.com 13  Richard D Buckley richard.buckley@arentfox.com 14  Marie E Christiansen mchristiansen@vedderprice.com, 15 ecfladocket@vedderprice.com,marie-christiansen-4166@ecf.pacerpro.com 16  Jennifer Witherell Crastz jcrastz@hrhlaw.com 17  Ashleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM;Katrice.ortiz@dinsmore.com 18  Clifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com;cliff-davidson-19 7586@ecf.pacerpro.com 20  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com 21  Richard W Esterkin richard.esterkin@morganlewis.com 22  Timothy W Evanston tevanston@swelawfirm.com, 23 gcruz@swelawfirm.com;lgarrett@swelawfirm.com;jchung@swelawfirm.com 24  Jeremy Faith Jeremy@MarguliesFaithlaw.com, Helen@MarguliesFaithlaw.com;Angela@MarguliesFaithlaw.com;Vicky@MarguliesFaith25 aw.com 26  James J Finsten , jimfinsten@hotmail.com 27  Alan W Forsley alan.forsley@flpllp.com, awf@fkllawfirm.com,awf@fl-

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1  Eric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@ecf.pacerpro.com 2  Andrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com 3  Suzanne C Grandt suzanne.grandt@calbar.ca.gov, joan.randolph@calbar.ca.gov 4  Steven T Gubner sgubner@bg.law, ecf@bg.law 5  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com 6  Sheryl K Ith sith@cookseylaw.com, sith@ecf.courtdrive.com 7  Razmig Izakelian razmigizakelian@quinnemanuel.com 8  Lillian Jordan ENOTICES@DONLINRECANO.COM, 9 RMAPA@DONLINRECANO.COM 10  Lewis R Landau Lew@Landaunet.com 11  Daniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.com 12  Elizabeth A Lombard elombard@zwickerpc.com, bknotices@zwickerpc.com 13  Craig G Margulies Craig@MarguliesFaithlaw.com, 14 Vicky@MarguliesFaithlaw.com;Helen@MarguliesFaithlaw.com;Angela@MarguliesFaithaw.com 15  Peter J Mastan peter.mastan@dinsmore.com, 16 SDCMLFiles@dinsmore.com;Katrice.ortiz@dinsmore.com 17  Edith R. Matthai ematthai@romalaw.com, lrobie@romalaw.com 18  Kenneth Miller kmiller@pmcos.com, efilings@pmcos.com 19  Elissa Miller (TR) CA71@ecfcbis.com, 20 MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com 21  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com 22  Scott H Olson solson@vedderprice.com, scott-olson-2161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com 23  Carmela Pagay ctp@lnbyb.com 24  Leonard Pena lpena@penalaw.com, 25 penasomaecf@gmail.com;penalr72746@notify.bestcase.com 26  Michael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com 27  David M Reeder david@reederlaw.com, secretary@reederlaw.com

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1  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com 2  Kevin C Ronk Kevin@portilloronk.com, Attorneys@portilloronk.com 3  William F Savino wsavino@woodsoviatt.com, lherald@woodsoviatt.com 4  Kenneth John Shaffer johnshaffer@quinnemanuel.com 5  Richard M Steingard , awong@steingardlaw.com 6  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com 7  Boris Treyzon jfinnerty@actslaw.com, sgonzales@actslaw.com 8  United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov 9  Eric D Winston ericwinston@quinnemanuel.com 10  Christopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com 11  Timothy J Yoo tjy@lnbyb.com 12 2. SERVED BY UNITED STATES MAIL: 13 Debtor: 14 Girardi Keese 1126 Wilshire Blvd 15 Los Angeles, CA 90017 16 3. SERVED BY PERSONAL DELIVERY: 17 U.S. Bankruptcy Court: 18 U.S. Bankruptcy Court Hon. Barry Russell 19 255 E. Temple Street, Suite 1660 Los Angeles, CA 90012 20 21 22 23 24 25 26 27

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