Preview
1 PAUL HASTINGS LLP
JENNIFER S. BALDOCCHI (SB#168945)
2 jenniferbaldocchi@paulhastings.com
JESSICA E. MENDELSON (SB# 280388)
3 jessicamendelson@paulhastings.com
515 South Flower Street, Twenty-Fifth Floor
4 Los Angeles, California 90071
Telephone: 1(213) 683-6000
5 Facsimile: 1(213) 627-0705
6 Attorneys for Defendants
Scharf Investments, LLC and Brian Krawez
7
LAW OFFICES OF DAVID Y. CHUN
8 DAVID Y. CHUN (SB#187427)
dchun@chunlaw.com
9 2005 De La Cruz Blvd, Ste. 245
Santa Clara, California 95050-3026
10 Telephone: 1(408) 995-0200
Facsimile: 1(408) 228-5033
11
Attorneys for Defendants
12 Scharf Investments, LLC and Brian Krawez
13 IN THE MATTER OF THE ARBITRATION BETWEEN
14
15 JEFFREY SCHARF, an individual, and CASE NO.: 20CV01388
SHERRIL SMITH-SCHARF, an individual,
16 SUPPLEMENTAL DECLARATION
Plaintiffs, OF JENNIFER BALDOCCHI IN
17
SUPPORT OF REPLY IN SUPPORT
18 vs. OF MOTION FOR ATTORNEYS
FEES
19 SCHARF INVESTMENTS, LLC, a limited
liability company; and BRIAN KRAWEZ, (Concurrently Filed With Reply Brief
20 an individual, and Declaration of David Chun)
21 Defendants. Date: February 10, 2022
Time: 8:30 a.m.
22
Dept.: 5
23 Judge: Timothy Volkmann
24 Complaint Filed: June 29, 2020
Dismissal Filed: October 8, 2021
25
26
27
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DECLARATION OF JENNIFER S. BALDOCCHI
1 I, Jennifer S. Baldocchi, declare:
2 1. I am a partner in the law firm of Paul Hastings LLP (“Paul Hastings”), co-counsel
3 of record for Defendants Scharf Investments, LLC (“Scharf Investments”) and Brian Krawez
4 (collectively “Defendants”). I am submitting this supplemental declaration in support of
5 Defendants’ Reply in Support of Their Motion for Attorneys Fees. I make this supplemental
6 declaration of my own personal knowledge and, if called upon to do so, could and would testify
7 competently to the facts and information discussed below.
8 WORK PERFORMED ON THIS CASE
9 2. On May 21, 2020, Defendants filed a demand for arbitration (the “Related
10 Arbitration”) relating to multiple torts and breaches of contract by Plaintiffs Jeffrey Scharf and
11 Sherril Smith-Scharf (“Plaintiffs”). At the time, itis my understanding that Defendants hoped to
12 resolve the disputes using a single lawyer, David Chun. However, Plaintiffs aggressively replied
13 by filing counterclaims in the Related Arbitration 1 and hiring Scharf Investments’ former legal
14 counsel, Shartsis Friese, to represent Plaintiffs in addition to their earlier-retained counsel, Paul
15 Gordon. On June 29, 2020, Plaintiffs took their aggressive litigation strategy a step further and
16 filed the instant lawsuit. After itbecame clear that the Related Arbitration would not resolve
17 quickly, I was hired as co-counsel.
18 3. At the outset, my involvement in the instant ligation was minimal. Plaintiffs’
19 Complaint asserted two causes of action for breach of contract through which Plaintiffs sought
20 acceleration on notes relating to the parties’ 2016 Membership Interest Purchase Agreement
21 (“MIPA”). Although Defendants denied that this money was contractually due at the time,
22 Defendants nonetheless prepaid the notes in full on August 4, 2020. Defendants’ decision to pay
23 the notes in full was explained in Brian Krawez’s declaration submitted in support of Defendants’
24 motion for attorneys’ fees: “This decision saved hundreds of thousands of dollars in interest
25 expense. In addition, while this money was not yet contractually due, by exercising our rights to
26 prepay the Notes early, I had hoped this would eliminate any perceived financial incentive for
27
28 1 The Arbitration Panel found that every one of Plaintiffs’ counterclaims lacked merit.
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
1 Plaintiffs to pursue any controversy.” Decl. of B. Krawez ISO Motion ¶ 2.
2 4. The August 4, 2020 payment should have ended this litigation. However, on
3 August 21, 2020, Plaintiffs filed a First Amended Complaint (“FAC”) adding four non-contract
4 causes of action and seeking additional damages. This was perplexing given that the notes which
5 were the subject of the initial Complaint had already been paid off. Based on the foregoing, I
6 suspected that Plaintiffs were trying to use this lawsuit to intimidate Defendants, drive costs and
7 gain leverage in the Related Arbitration.
8 5. From the date that Plaintiffs’ initial Complaint was filed through the date that
9 Plaintiffs filed the First Amended Complaint, my firm spent less than 7 hours in connection with
10 this litigation. See Baldocchi Decl. ISO Motion ¶ 18, Ex. A (redacted invoices). After the First
11 Amended Complaint was filed, my firm’s involvement in this litigation necessarily increased;
12 Defendants were forced to immediately mount a complete defense, requiring significant attorney
13 time and resources, as further described below.
14 6. Defendants’ counsel prepared two answers to the First Amended Complaint with
15 affirmative defenses (one answer was filed on behalf of each Defendant, given the individualized
16 considerations applicable to each). This necessitated a full review and analysis of the historical
17 facts of highly negotiated and complex purchase agreements and the events leading up this
18 litigation.
19 7. Defendants’ counsel then turned to the motion to stay the proceedings pending
20 resolution of the Related Arbitration. In connection with this motion, Defendants’ counsel
21 conducted a detailed review of all the allegations in the First Amended Complaint and in the
22 Related Arbitration, and performed extensive research regarding authority pertaining to a motion
23 to stay and the implications thereof. A significant amount of time was also spent drafting the
24 highly specific briefing on the motion to stay (including the notice of motion, memorandum of
25 points and authorities, the declaration in support of the motion (and the accompanying exhibits),
26 and the proposed order). Upon receiving Plaintiffs’ opposition to the motion to stay, Defendants’
27 counsel reviewed, researched, and strategized about the issues raised therein and responses.
28 Defendants’ counsel prepared a thorough reply brief in response. Finally, Defendants’ counsel
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
1 had to prepare for and attend the hearing on the motion. The time and resources spent on the
2 motion to stay matched the stakes of the request – litigating the same issues before two tribunals
3 would have complicated the proceedings, risked inconsistencies, and required duplicative work
4 and resources.
5 8. The hearing on the motion to stay the proceedings was not the only time that the
6 parties appeared before the Court. In addition, Defendants’ counsel prepared for and attended a
7 case management conference, where counsel had to be prepared to discuss the pending motion to
8 stay and related issues.
9 9. In early 2021, the Court granted Defendants’ motion to stay in part, but denied the
10 motion as to Plaintiffs’ cause of action for declaratory relief and an accounting. Through the
11 remaining causes of action, Plaintiffs were able to propound discovery – namely, 15 highly
12 complex interrogatories – that they were otherwise not entitled to in the Related Arbitration
13 (Defendants had requested that the parties exchange interrogatories in the Related Arbitration but
14 Plaintiffs’ opposed this request; the Arbitration Panel agreed with Plaintiffs and did not allow
15 either side to serve interrogatories). Defendants’ counsel therefore continued their investigations
16 to prepare responses to the highly complex interrogatories. These interrogatory responses were
17 significant; not only did the interrogatories address a central issue in this litigation (i.e.whether
18 the pledge agreements were breached), but the information provided in response could have been
19 utilized in the Related Arbitration. Plus, the interrogatories were not run-of-the-mill; they sought
20 highly sensitive and confidential information regarding Defendants’ business affairs. A few
21 examples are highlighted below:
• Interrogatory No. 5 – “For each PERSON who at any time after March 18, 2018
22 had an ownership interest in any of the “Pledged Securities” referred to in
23 paragraph (a) of the Pledge Agreement attached as Exhibit E to the First
Amended Complaint herein, describe the transaction whereby that PERSON
24 obtained said ownership interest, including, without limitation, the date of the
transaction and the PERSON from whom the ownership interest was obtained.”
25
• Interrogatory No. 10 – “Please describe each instance in which YOU OR
26
ANYONE ACTING ON YOUR BEHALF received any of the things
27 (hereafter, the “EXCHANGE INTERESTS OR RIGHTS”) described in
paragraph (d)(ii) of the Pledge Agreements attached as Exhibits D, E and F to
28 the First Amended Complaint, which reads in pertinent part: “any certificates
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
1 evidencing or representing any membership or economic interest or other
securities relating thereto…, options or rights, in respect of, as an addition to,
2 in substitution for or in exchange for any Pledged Securities.”
3
• Interrogatory No. 15 – “If you dispute that EXCHANGE INTERESTS OR
4 RIGHTS received by YOU OR ANYONE ACTING ON YOUR BEHALF were
to be delivered forthwith to Jeffrey Scharf or Sherril Smith-Scharf in the exact
5 form received, please state all facts that support your position.”
6 Given the nature of the requests propounded, providing complete responses required
7 Defendants’ counsel to review extensive documentary evidence, and to consult closely with
8 securities and private equity experts. Further, in an effort to provide complete responses,
9 Defendants provided both initial responses, and following meet and confer efforts, supplemental
10 responses. Katherine Bell, a partner in the Paul Hastings Global Finance and Restructuring
11 practice, and Jason Rednour, a partner at Paul Hastings whose practice focuses primarily on
12 representing private equity funds and private equity-backed companies in equity financings and
13 mergers and acquisitions were closely consulted to ensure the accuracy of the responses. Chris
14 McGrath, a partner in Paul Hastings’ Securities Litigation department assisted with drafting the
15 responses, and Jennifer Baldocchi and Jessica Mendelson consulted with case-specific knowledge
16 and background.
17 10. In connection with the Related Arbitration, the parties exchanged thousands of
18 pages of documents, conducted 10 depositions, retained multiple experts, and more – these efforts
19 culminated in a two-week arbitration and extensive post-arbitration briefing. Ultimately, the
20 Arbitration Panel found in favor of Defendants on every cause of action and ruled against Plaintiffs
21 on every one of their counter claims. It was after this ruling that Plaintiffs agreed to dismiss their
22 First Amended Complaint.
23 11. As part of the ensuing discussions pertaining to this dismissal, Paul Hastings
24 calculated and identified the fees billed in connection with this litigation. Given the overlap of facts
25 and issues between this case and the Related Arbitration, multiple billing entries included
26 work that benefitted both. These fees could have been appropriately requested in connection with this
27 litigation. However, in an effort to reach a reasonable resolution, we decided to remove these fees
28 from the fee request. Thus, a lower fee number was subsequently communicated to Plaintiffs’
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
1 then-counsel. Plaintiffs’ counsel did not ask me about the fee reduction, and I am not aware of
2 them raising this issue until this motion.
3 QUALIFICATIONS & TIME SPENT ON THE CASE
4 12. I have discussed the qualifications of myself and my team in detail in my December
5 7, 2021 declaration submitted in support of the Motion for Attorney’s Fees (“December 7
6 Declaration”), which I incorporate herein by reference.
7 13. In the December 7 Declaration, I identified the hours billed by Paul Hastings LLP
8 for work done in connection with this litigation from July 2020 through October 2021. This
9 Supplemental Declaration therefore identifies and includes the hours billed by Paul Hastings LLP
10 from November 2021 through January 2022 for work done in connection with the dismissal of the
11 lawsuit and the instant Motion.
12 14. A chart consisting of the number of additional hours beyond those identified in the
13 December 7 Declaration that my team and I spent on work pertaining to this litigation follows:
14
15
16
17
18
19
20
21
22
23
24
15. My work consisted of high level strategy regarding Plaintiffs’ dismissal of this
25
action, the instant Motion and related papers, communicating with opposing counsel and the
26
clients, reviewing the fees and fee requests, and revising and finalizing the briefings and
27
declarations.
28
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
1 16. Associates Caitlin Falk and Emily Monroe were responsible for research relating
2 to the recovery of attorneys’ fees, and participating in discussions with the team regarding the
3 research findings.
4 17. Associates Jessica Mendelson and Caitlin Falk assisted with and revised the briefs
5 in support of the fee requests, drafted declarations, reviewed and redacted invoices in support of
6 the fee requests, reviewed documents to support the briefings on this motion, and participated in
7 strategy discussions and communications with co-counsel and the client regarding the Motion,
8 Reply, and related issues.
9 18. Attached to this declaration as Exhibit A are the invoices for Paul Hastings for our
10 work on this case as identified in the chart in paragraph 14, with information protected by the
11 attorney-client privilege and attorney work product doctrine redacted. Such fees total $52,192.18.
12 19. In addition to the aforementioned work, which represents work completed through
13 January 31, 2022, I anticipate that I will bill an additional 10 hours and Ms. Falk will bill30 hours
14 in connection with revising and finalizing this Reply and declaration, and preparing for the hearing
15 on this Motion. This will total $37,400, bringing the total additional fees to $89,592.18.
16 20. Based upon my personal involvement with this litigation and my background,
17 training, and experience, I understand the time spent in connection with this litigation to be
18 reasonable and necessary.
19 I declare under penalty of perjury under the laws of the United States of America that the
20 foregoing is true and correct.
21 Executed on February 3, 2022, in Los Angeles, California.
22
23
_____________________________________
24 JENNIFER S. BALDOCCHI
25
26
27
28
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SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI
EXHIBIT A
Exhibit A, Page 8
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC December 13, 2021
140
5619 Scotts Valley Dirve Please Refer to
Scotts Valley, CA
Attn:
SUMMARY SHEET
Santa Cruz Lawsuit
Jennifer S. Baldocchi
Legal fees for professional services
for the period ending November 30, 2021 $20,096.17
Costs incurred and advanced 2,721.60
Current Fees and Costs Due $22,817.77
Total Balance Due - Due Upon Receipt $22,817.77
We encourage our clients to pay via ACH, however, in the event that you pay by check, please send
payment to the remittance address below:
TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We
strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @
213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal
confirmation.
For wires, please reference the invoice, client and matter number(s) being paid
For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply
mailbox
Please refer all questions to billing@paulhastings.com
Exhibit A, Page 9
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC December 13, 2021
140
5619 Scotts Valley Dirve Please Refer to
Scotts Valley, CA
Attn:
REMITTANCE COPY
Santa Cruz Lawsuit
Jennifer S. Baldocchi
Legal fees for professional services
for the period ending November 30, 2021 $20,096.17
Costs incurred and advanced 2,721.60
Current Fees and Costs Due $22,817.77
Total Balance Due - Due Upon Receipt $22,817.77
We encourage our clients to pay via ACH, however, in the event that you pay by check, please send
payment to the remittance address below:
TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We
strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @
213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal
confirmation.
For wires, please reference the invoice, client and matter number(s) being paid
For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply
mailbox
Please refer all questions to billing@paulhastings.com
Exhibit A, Page 10
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC December 13, 2021
140
5619 Scotts Valley Dirve Please Refer to
Scotts Valley, CA
Attn:
FOR PROFESSIONAL SERVICES RENDERED
for the period ending November 30, 2021
Santa Cruz Lawsuit $20,096.17
Date Timekeeper Name Description Hours Amount
11/04/2021 Caitlin H. Falk next steps for 0.50 374.00
attorney fee motion in Santa Cruz action,
research regarding the same, call with E.
Monroe and J. Mendelson regarding the
same
11/04/2021 Emily C. Monroe Phone call with Jessica Mendelson and 0.30 179.78
Caitlin Falk about motion for attorney's
fees for Santa Cruz lawsuit
11/04/2021 Emily C. Monroe Research 0.70 419.48
11/04/2021 Jessica Mendelson Confer with E. Monroe and C. Falk 0.60 571.20
regarding Scharf memorandum for
attorneys' fees
11/05/2021 Caitlin H. Falk Correspond with E. Monroe and J. 0.30 224.40
Mendelson regarding next steps for
attorney fee motion, and review legal
authority
11/05/2021 Emily C. Monroe Research 1.10 659.18
11/08/2021 Caitlin H. Falk Strategize next steps for filing motion for 0.10 74.80
attorneys fees in Santa Cruz action
Exhibit A, Page 11
Scharf Investments, LLC Page 2
Date Timekeeper Name Description Hours Amount
11/08/2021 Emily C. Monroe Review arbitration and Santa Cruz 0.50 299.63
litigation pleadings in preparation of
drafting motion for attorney's fees in Santa
Cruz litigation
11/08/2021 Emily C. Monroe Create outline for motion for attorney's 0.50 299.63
fees in Santa Cruz litigation
11/08/2021 Emily C. Monroe Research case law 0.50 299.63
11/08/2021 Jessica Mendelson Strategize with C. Falk and E. Monroe 0.50 476.00
regarding attorneys' fees motion
11/09/2021 Caitlin H. Falk Review E. Monroe legal analysis regarding 0.70 523.60
fee motion
11/09/2021 Emily C. Monroe Draft email to Jennifer Baldocchi giving 0.40 239.70
background on Santa Cruz litigation
,
regarding
next steps in motion for attorney's fees
11/09/2021 Emily C. Monroe Draft motion for attorneys fees in Santa 1.10 659.18
Cruz litigation
11/09/2021 Jessica Mendelson Review and analyze legal research 0.50 476.00
regarding attorney's fees
l
11/10/2021 Caitlin H. Falk Review analysis from E. Monroe regarding 0.70 523.60
legal framework for attorney fee motion
and strategize next steps; call with E.
Monroe and J. Mendelson regarding the
same
11/10/2021 Emily C. Monroe Phone call with Jessica Mendelson and 0.10 59.93
Caitlin Falk about
motion for attorneys
fees
11/10/2021 Emily C. Monroe Research 1.20 719.10
Exhibit A, Page 12
Scharf Investments, LLC Page 3
Date Timekeeper Name Description Hours Amount
11/10/2021 Jessica Mendelson Strategize with E. Monroe and C. Falk 0.40 380.80
regarding fees motion
11/11/2021 Caitlin H. Falk Research and 2.30 1,720.40
request for attorneys fees
11/11/2021 Emily C. Monroe Research 1.70 1,018.73
11/11/2021 Jennifer S. Baldocchi 1.40 1,547.00
regarding attorneys' fee motion in Santa
Cruz action
11/11/2021 Jessica Mendelson Strategize with C. Falk and E. Monroe and 1.10 1,047.20
J. Baldocchi and D. Chun regarding fees
motion
11/15/2021 Caitlin H. Falk 1.20 897.60
correspondence with opposing counsel
regarding request for attorney fees;
research legal authority to support the
same; revise correspondence to opposing
counsel
11/15/2021 Jessica Mendelson regarding 0.40 380.80
attorneys' fees motion and draft email to
opposing counsel regarding same
11/18/2021 Jessica Mendelson Confer with co-counsel regarding fees 0.30 285.60
motion and
11/22/2021 Caitlin H. Falk Prepare declaration in support of fee 0.60 448.80
motion
11/22/2021 Jessica Mendelson Redact bills in preparation for fees motion 0.60 571.20
11/23/2021 Caitlin H. Falk Review and prepare redactions to Paul 2.20 1,645.60
Hastings bills to submit in support of fee
request in Santa Cruz matter; draft
declaration of J. Baldocchi in support of
request for attorneys fees; call with J.
Mendelson regarding J. Baldocchi
declaration
11/23/2021 Jessica Mendelson Confer with J. Baldocchi and billing 0.40 380.80
department regarding fees motion
Exhibit A, Page 13
Scharf Investments, LLC Page 4
Date Timekeeper Name Description Hours Amount
11/29/2021 Caitlin H. Falk Finalize redactions on invoices to submit 1.20 897.60
in support of fee request; review and
confirm accuracy of invoice statements;
correspond with accounting regarding the
same; email D. Chun and
regarding
11/29/2021 Jennifer S. Baldocchi Assess and handle fees for request for 0.40 442.00
attorneys' fees motion
11/29/2021 Jessica Mendelson Confer with client and co-counsel 0.40 380.80
regarding ; revise
redactions to bills relating to Santa Cruz
action
11/30/2021 Caitlin H. Falk Review and finalize redactions to invoices; 1.30 972.40
review and confirm accuracy of billing
statements; share information regarding
the same with D. Chun
Total 26.20 20,096.17
Timekeeper Summary
Jennifer S. Baldocchi 1.80 hours at $1,105.00
Jessica Mendelson 5.20 hours at $952.00
Caitlin H. Falk 11.10 hours at $748.00
Emily C. Monroe 8.10 hours at $599.25
Costs incurred and advanced
Westlaw 2,721.60
Total Costs incurred and advanced $2,721.60
Current Fees and Costs $22,817.77
Total Balance Due - Due Upon Receipt $22,817.77
Exhibit A, Page 14
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC January 30, 2022
140
5619 Scotts Valley Dirve Please Refer to
Scotts Valley, CA
Attn:
SUMMARY SHEET
Santa Cruz Lawsuit
Jennifer S. Baldocchi
Legal fees for professional services
for the period ending December 31, 2021 $18,268.20
Current Fees and Costs Due $18,268.20
Total Balance Due - Due Upon Receipt $18,268.20
We encourage our clients to pay via ACH, however, in the event that you pay by check, please send
payment to the remittance address below:
TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We
strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @
213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal
confirmation.
For wires, please reference the invoice, client and matter number(s) being paid
For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply
mailbox
Please refer all questions to billing@paulhastings.com
Exhibit A, Page 15
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC January 30, 2022
140
5619 Scotts Valley Dirve Please Refer to
Scotts Valley, CA
Attn:
REMITTANCE COPY
Santa Cruz Lawsuit
Jennifer S. Baldocchi
Legal fees for professional services
for the period ending December 31, 2021 $18,268.20
Current Fees and Costs Due $18,268.20
Total Balance Due - Due Upon Receipt $18,268.20
We encourage our clients to pay via ACH, however, in the event that you pay by check, please send
payment to the remittance address below:
TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We
strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @
213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal
confirmation.
For wires, please reference the invoice, client and matter number(s) being paid
For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply
mailbox
Please refer all questions to billing@paulhastings.com
Exhibit A, Page 16
PAUL HASTINGS LLP
515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228
t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com
Scharf Investments, LLC Jan
Preview
1 PAUL HASTINGS LLP JENNIFER S. BALDOCCHI (SB#168945) 2 jenniferbaldocchi@paulhastings.com JESSICA E. MENDELSON (SB# 280388) 3 jessicamendelson@paulhastings.com 515 South Flower Street, Twenty-Fifth Floor 4 Los Angeles, California 90071 Telephone: 1(213) 683-6000 5 Facsimile: 1(213) 627-0705 6 Attorneys for Defendants Scharf Investments, LLC and Brian Krawez 7 LAW OFFICES OF DAVID Y. CHUN 8 DAVID Y. CHUN (SB#187427) dchun@chunlaw.com 9 2005 De La Cruz Blvd, Ste. 245 Santa Clara, California 95050-3026 10 Telephone: 1(408) 995-0200 Facsimile: 1(408) 228-5033 11 Attorneys for Defendants 12 Scharf Investments, LLC and Brian Krawez 13 IN THE MATTER OF THE ARBITRATION BETWEEN 14 15 JEFFREY SCHARF, an individual, and CASE NO.: 20CV01388 SHERRIL SMITH-SCHARF, an individual, 16 SUPPLEMENTAL DECLARATION Plaintiffs, OF JENNIFER BALDOCCHI IN 17 SUPPORT OF REPLY IN SUPPORT 18 vs. OF MOTION FOR ATTORNEYS FEES 19 SCHARF INVESTMENTS, LLC, a limited liability company; and BRIAN KRAWEZ, (Concurrently Filed With Reply Brief 20 an individual, and Declaration of David Chun) 21 Defendants. Date: February 10, 2022 Time: 8:30 a.m. 22 Dept.: 5 23 Judge: Timothy Volkmann 24 Complaint Filed: June 29, 2020 Dismissal Filed: October 8, 2021 25 26 27 28 -1- DECLARATION OF JENNIFER S. BALDOCCHI 1 I, Jennifer S. Baldocchi, declare: 2 1. I am a partner in the law firm of Paul Hastings LLP (“Paul Hastings”), co-counsel 3 of record for Defendants Scharf Investments, LLC (“Scharf Investments”) and Brian Krawez 4 (collectively “Defendants”). I am submitting this supplemental declaration in support of 5 Defendants’ Reply in Support of Their Motion for Attorneys Fees. I make this supplemental 6 declaration of my own personal knowledge and, if called upon to do so, could and would testify 7 competently to the facts and information discussed below. 8 WORK PERFORMED ON THIS CASE 9 2. On May 21, 2020, Defendants filed a demand for arbitration (the “Related 10 Arbitration”) relating to multiple torts and breaches of contract by Plaintiffs Jeffrey Scharf and 11 Sherril Smith-Scharf (“Plaintiffs”). At the time, itis my understanding that Defendants hoped to 12 resolve the disputes using a single lawyer, David Chun. However, Plaintiffs aggressively replied 13 by filing counterclaims in the Related Arbitration 1 and hiring Scharf Investments’ former legal 14 counsel, Shartsis Friese, to represent Plaintiffs in addition to their earlier-retained counsel, Paul 15 Gordon. On June 29, 2020, Plaintiffs took their aggressive litigation strategy a step further and 16 filed the instant lawsuit. After itbecame clear that the Related Arbitration would not resolve 17 quickly, I was hired as co-counsel. 18 3. At the outset, my involvement in the instant ligation was minimal. Plaintiffs’ 19 Complaint asserted two causes of action for breach of contract through which Plaintiffs sought 20 acceleration on notes relating to the parties’ 2016 Membership Interest Purchase Agreement 21 (“MIPA”). Although Defendants denied that this money was contractually due at the time, 22 Defendants nonetheless prepaid the notes in full on August 4, 2020. Defendants’ decision to pay 23 the notes in full was explained in Brian Krawez’s declaration submitted in support of Defendants’ 24 motion for attorneys’ fees: “This decision saved hundreds of thousands of dollars in interest 25 expense. In addition, while this money was not yet contractually due, by exercising our rights to 26 prepay the Notes early, I had hoped this would eliminate any perceived financial incentive for 27 28 1 The Arbitration Panel found that every one of Plaintiffs’ counterclaims lacked merit. -2- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI 1 Plaintiffs to pursue any controversy.” Decl. of B. Krawez ISO Motion ¶ 2. 2 4. The August 4, 2020 payment should have ended this litigation. However, on 3 August 21, 2020, Plaintiffs filed a First Amended Complaint (“FAC”) adding four non-contract 4 causes of action and seeking additional damages. This was perplexing given that the notes which 5 were the subject of the initial Complaint had already been paid off. Based on the foregoing, I 6 suspected that Plaintiffs were trying to use this lawsuit to intimidate Defendants, drive costs and 7 gain leverage in the Related Arbitration. 8 5. From the date that Plaintiffs’ initial Complaint was filed through the date that 9 Plaintiffs filed the First Amended Complaint, my firm spent less than 7 hours in connection with 10 this litigation. See Baldocchi Decl. ISO Motion ¶ 18, Ex. A (redacted invoices). After the First 11 Amended Complaint was filed, my firm’s involvement in this litigation necessarily increased; 12 Defendants were forced to immediately mount a complete defense, requiring significant attorney 13 time and resources, as further described below. 14 6. Defendants’ counsel prepared two answers to the First Amended Complaint with 15 affirmative defenses (one answer was filed on behalf of each Defendant, given the individualized 16 considerations applicable to each). This necessitated a full review and analysis of the historical 17 facts of highly negotiated and complex purchase agreements and the events leading up this 18 litigation. 19 7. Defendants’ counsel then turned to the motion to stay the proceedings pending 20 resolution of the Related Arbitration. In connection with this motion, Defendants’ counsel 21 conducted a detailed review of all the allegations in the First Amended Complaint and in the 22 Related Arbitration, and performed extensive research regarding authority pertaining to a motion 23 to stay and the implications thereof. A significant amount of time was also spent drafting the 24 highly specific briefing on the motion to stay (including the notice of motion, memorandum of 25 points and authorities, the declaration in support of the motion (and the accompanying exhibits), 26 and the proposed order). Upon receiving Plaintiffs’ opposition to the motion to stay, Defendants’ 27 counsel reviewed, researched, and strategized about the issues raised therein and responses. 28 Defendants’ counsel prepared a thorough reply brief in response. Finally, Defendants’ counsel -3- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI 1 had to prepare for and attend the hearing on the motion. The time and resources spent on the 2 motion to stay matched the stakes of the request – litigating the same issues before two tribunals 3 would have complicated the proceedings, risked inconsistencies, and required duplicative work 4 and resources. 5 8. The hearing on the motion to stay the proceedings was not the only time that the 6 parties appeared before the Court. In addition, Defendants’ counsel prepared for and attended a 7 case management conference, where counsel had to be prepared to discuss the pending motion to 8 stay and related issues. 9 9. In early 2021, the Court granted Defendants’ motion to stay in part, but denied the 10 motion as to Plaintiffs’ cause of action for declaratory relief and an accounting. Through the 11 remaining causes of action, Plaintiffs were able to propound discovery – namely, 15 highly 12 complex interrogatories – that they were otherwise not entitled to in the Related Arbitration 13 (Defendants had requested that the parties exchange interrogatories in the Related Arbitration but 14 Plaintiffs’ opposed this request; the Arbitration Panel agreed with Plaintiffs and did not allow 15 either side to serve interrogatories). Defendants’ counsel therefore continued their investigations 16 to prepare responses to the highly complex interrogatories. These interrogatory responses were 17 significant; not only did the interrogatories address a central issue in this litigation (i.e.whether 18 the pledge agreements were breached), but the information provided in response could have been 19 utilized in the Related Arbitration. Plus, the interrogatories were not run-of-the-mill; they sought 20 highly sensitive and confidential information regarding Defendants’ business affairs. A few 21 examples are highlighted below: • Interrogatory No. 5 – “For each PERSON who at any time after March 18, 2018 22 had an ownership interest in any of the “Pledged Securities” referred to in 23 paragraph (a) of the Pledge Agreement attached as Exhibit E to the First Amended Complaint herein, describe the transaction whereby that PERSON 24 obtained said ownership interest, including, without limitation, the date of the transaction and the PERSON from whom the ownership interest was obtained.” 25 • Interrogatory No. 10 – “Please describe each instance in which YOU OR 26 ANYONE ACTING ON YOUR BEHALF received any of the things 27 (hereafter, the “EXCHANGE INTERESTS OR RIGHTS”) described in paragraph (d)(ii) of the Pledge Agreements attached as Exhibits D, E and F to 28 the First Amended Complaint, which reads in pertinent part: “any certificates -4- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI 1 evidencing or representing any membership or economic interest or other securities relating thereto…, options or rights, in respect of, as an addition to, 2 in substitution for or in exchange for any Pledged Securities.” 3 • Interrogatory No. 15 – “If you dispute that EXCHANGE INTERESTS OR 4 RIGHTS received by YOU OR ANYONE ACTING ON YOUR BEHALF were to be delivered forthwith to Jeffrey Scharf or Sherril Smith-Scharf in the exact 5 form received, please state all facts that support your position.” 6 Given the nature of the requests propounded, providing complete responses required 7 Defendants’ counsel to review extensive documentary evidence, and to consult closely with 8 securities and private equity experts. Further, in an effort to provide complete responses, 9 Defendants provided both initial responses, and following meet and confer efforts, supplemental 10 responses. Katherine Bell, a partner in the Paul Hastings Global Finance and Restructuring 11 practice, and Jason Rednour, a partner at Paul Hastings whose practice focuses primarily on 12 representing private equity funds and private equity-backed companies in equity financings and 13 mergers and acquisitions were closely consulted to ensure the accuracy of the responses. Chris 14 McGrath, a partner in Paul Hastings’ Securities Litigation department assisted with drafting the 15 responses, and Jennifer Baldocchi and Jessica Mendelson consulted with case-specific knowledge 16 and background. 17 10. In connection with the Related Arbitration, the parties exchanged thousands of 18 pages of documents, conducted 10 depositions, retained multiple experts, and more – these efforts 19 culminated in a two-week arbitration and extensive post-arbitration briefing. Ultimately, the 20 Arbitration Panel found in favor of Defendants on every cause of action and ruled against Plaintiffs 21 on every one of their counter claims. It was after this ruling that Plaintiffs agreed to dismiss their 22 First Amended Complaint. 23 11. As part of the ensuing discussions pertaining to this dismissal, Paul Hastings 24 calculated and identified the fees billed in connection with this litigation. Given the overlap of facts 25 and issues between this case and the Related Arbitration, multiple billing entries included 26 work that benefitted both. These fees could have been appropriately requested in connection with this 27 litigation. However, in an effort to reach a reasonable resolution, we decided to remove these fees 28 from the fee request. Thus, a lower fee number was subsequently communicated to Plaintiffs’ -5- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI 1 then-counsel. Plaintiffs’ counsel did not ask me about the fee reduction, and I am not aware of 2 them raising this issue until this motion. 3 QUALIFICATIONS & TIME SPENT ON THE CASE 4 12. I have discussed the qualifications of myself and my team in detail in my December 5 7, 2021 declaration submitted in support of the Motion for Attorney’s Fees (“December 7 6 Declaration”), which I incorporate herein by reference. 7 13. In the December 7 Declaration, I identified the hours billed by Paul Hastings LLP 8 for work done in connection with this litigation from July 2020 through October 2021. This 9 Supplemental Declaration therefore identifies and includes the hours billed by Paul Hastings LLP 10 from November 2021 through January 2022 for work done in connection with the dismissal of the 11 lawsuit and the instant Motion. 12 14. A chart consisting of the number of additional hours beyond those identified in the 13 December 7 Declaration that my team and I spent on work pertaining to this litigation follows: 14 15 16 17 18 19 20 21 22 23 24 15. My work consisted of high level strategy regarding Plaintiffs’ dismissal of this 25 action, the instant Motion and related papers, communicating with opposing counsel and the 26 clients, reviewing the fees and fee requests, and revising and finalizing the briefings and 27 declarations. 28 -6- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI 1 16. Associates Caitlin Falk and Emily Monroe were responsible for research relating 2 to the recovery of attorneys’ fees, and participating in discussions with the team regarding the 3 research findings. 4 17. Associates Jessica Mendelson and Caitlin Falk assisted with and revised the briefs 5 in support of the fee requests, drafted declarations, reviewed and redacted invoices in support of 6 the fee requests, reviewed documents to support the briefings on this motion, and participated in 7 strategy discussions and communications with co-counsel and the client regarding the Motion, 8 Reply, and related issues. 9 18. Attached to this declaration as Exhibit A are the invoices for Paul Hastings for our 10 work on this case as identified in the chart in paragraph 14, with information protected by the 11 attorney-client privilege and attorney work product doctrine redacted. Such fees total $52,192.18. 12 19. In addition to the aforementioned work, which represents work completed through 13 January 31, 2022, I anticipate that I will bill an additional 10 hours and Ms. Falk will bill30 hours 14 in connection with revising and finalizing this Reply and declaration, and preparing for the hearing 15 on this Motion. This will total $37,400, bringing the total additional fees to $89,592.18. 16 20. Based upon my personal involvement with this litigation and my background, 17 training, and experience, I understand the time spent in connection with this litigation to be 18 reasonable and necessary. 19 I declare under penalty of perjury under the laws of the United States of America that the 20 foregoing is true and correct. 21 Executed on February 3, 2022, in Los Angeles, California. 22 23 _____________________________________ 24 JENNIFER S. BALDOCCHI 25 26 27 28 -7- SUPPLEMENTAL DECLARATION OF JENNIFER S. BALDOCCHI EXHIBIT A Exhibit A, Page 8 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC December 13, 2021 140 5619 Scotts Valley Dirve Please Refer to Scotts Valley, CA Attn: SUMMARY SHEET Santa Cruz Lawsuit Jennifer S. Baldocchi Legal fees for professional services for the period ending November 30, 2021 $20,096.17 Costs incurred and advanced 2,721.60 Current Fees and Costs Due $22,817.77 Total Balance Due - Due Upon Receipt $22,817.77 We encourage our clients to pay via ACH, however, in the event that you pay by check, please send payment to the remittance address below: TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @ 213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal confirmation. For wires, please reference the invoice, client and matter number(s) being paid For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply mailbox Please refer all questions to billing@paulhastings.com Exhibit A, Page 9 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC December 13, 2021 140 5619 Scotts Valley Dirve Please Refer to Scotts Valley, CA Attn: REMITTANCE COPY Santa Cruz Lawsuit Jennifer S. Baldocchi Legal fees for professional services for the period ending November 30, 2021 $20,096.17 Costs incurred and advanced 2,721.60 Current Fees and Costs Due $22,817.77 Total Balance Due - Due Upon Receipt $22,817.77 We encourage our clients to pay via ACH, however, in the event that you pay by check, please send payment to the remittance address below: TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @ 213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal confirmation. For wires, please reference the invoice, client and matter number(s) being paid For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply mailbox Please refer all questions to billing@paulhastings.com Exhibit A, Page 10 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC December 13, 2021 140 5619 Scotts Valley Dirve Please Refer to Scotts Valley, CA Attn: FOR PROFESSIONAL SERVICES RENDERED for the period ending November 30, 2021 Santa Cruz Lawsuit $20,096.17 Date Timekeeper Name Description Hours Amount 11/04/2021 Caitlin H. Falk next steps for 0.50 374.00 attorney fee motion in Santa Cruz action, research regarding the same, call with E. Monroe and J. Mendelson regarding the same 11/04/2021 Emily C. Monroe Phone call with Jessica Mendelson and 0.30 179.78 Caitlin Falk about motion for attorney's fees for Santa Cruz lawsuit 11/04/2021 Emily C. Monroe Research 0.70 419.48 11/04/2021 Jessica Mendelson Confer with E. Monroe and C. Falk 0.60 571.20 regarding Scharf memorandum for attorneys' fees 11/05/2021 Caitlin H. Falk Correspond with E. Monroe and J. 0.30 224.40 Mendelson regarding next steps for attorney fee motion, and review legal authority 11/05/2021 Emily C. Monroe Research 1.10 659.18 11/08/2021 Caitlin H. Falk Strategize next steps for filing motion for 0.10 74.80 attorneys fees in Santa Cruz action Exhibit A, Page 11 Scharf Investments, LLC Page 2 Date Timekeeper Name Description Hours Amount 11/08/2021 Emily C. Monroe Review arbitration and Santa Cruz 0.50 299.63 litigation pleadings in preparation of drafting motion for attorney's fees in Santa Cruz litigation 11/08/2021 Emily C. Monroe Create outline for motion for attorney's 0.50 299.63 fees in Santa Cruz litigation 11/08/2021 Emily C. Monroe Research case law 0.50 299.63 11/08/2021 Jessica Mendelson Strategize with C. Falk and E. Monroe 0.50 476.00 regarding attorneys' fees motion 11/09/2021 Caitlin H. Falk Review E. Monroe legal analysis regarding 0.70 523.60 fee motion 11/09/2021 Emily C. Monroe Draft email to Jennifer Baldocchi giving 0.40 239.70 background on Santa Cruz litigation , regarding next steps in motion for attorney's fees 11/09/2021 Emily C. Monroe Draft motion for attorneys fees in Santa 1.10 659.18 Cruz litigation 11/09/2021 Jessica Mendelson Review and analyze legal research 0.50 476.00 regarding attorney's fees l 11/10/2021 Caitlin H. Falk Review analysis from E. Monroe regarding 0.70 523.60 legal framework for attorney fee motion and strategize next steps; call with E. Monroe and J. Mendelson regarding the same 11/10/2021 Emily C. Monroe Phone call with Jessica Mendelson and 0.10 59.93 Caitlin Falk about motion for attorneys fees 11/10/2021 Emily C. Monroe Research 1.20 719.10 Exhibit A, Page 12 Scharf Investments, LLC Page 3 Date Timekeeper Name Description Hours Amount 11/10/2021 Jessica Mendelson Strategize with E. Monroe and C. Falk 0.40 380.80 regarding fees motion 11/11/2021 Caitlin H. Falk Research and 2.30 1,720.40 request for attorneys fees 11/11/2021 Emily C. Monroe Research 1.70 1,018.73 11/11/2021 Jennifer S. Baldocchi 1.40 1,547.00 regarding attorneys' fee motion in Santa Cruz action 11/11/2021 Jessica Mendelson Strategize with C. Falk and E. Monroe and 1.10 1,047.20 J. Baldocchi and D. Chun regarding fees motion 11/15/2021 Caitlin H. Falk 1.20 897.60 correspondence with opposing counsel regarding request for attorney fees; research legal authority to support the same; revise correspondence to opposing counsel 11/15/2021 Jessica Mendelson regarding 0.40 380.80 attorneys' fees motion and draft email to opposing counsel regarding same 11/18/2021 Jessica Mendelson Confer with co-counsel regarding fees 0.30 285.60 motion and 11/22/2021 Caitlin H. Falk Prepare declaration in support of fee 0.60 448.80 motion 11/22/2021 Jessica Mendelson Redact bills in preparation for fees motion 0.60 571.20 11/23/2021 Caitlin H. Falk Review and prepare redactions to Paul 2.20 1,645.60 Hastings bills to submit in support of fee request in Santa Cruz matter; draft declaration of J. Baldocchi in support of request for attorneys fees; call with J. Mendelson regarding J. Baldocchi declaration 11/23/2021 Jessica Mendelson Confer with J. Baldocchi and billing 0.40 380.80 department regarding fees motion Exhibit A, Page 13 Scharf Investments, LLC Page 4 Date Timekeeper Name Description Hours Amount 11/29/2021 Caitlin H. Falk Finalize redactions on invoices to submit 1.20 897.60 in support of fee request; review and confirm accuracy of invoice statements; correspond with accounting regarding the same; email D. Chun and regarding 11/29/2021 Jennifer S. Baldocchi Assess and handle fees for request for 0.40 442.00 attorneys' fees motion 11/29/2021 Jessica Mendelson Confer with client and co-counsel 0.40 380.80 regarding ; revise redactions to bills relating to Santa Cruz action 11/30/2021 Caitlin H. Falk Review and finalize redactions to invoices; 1.30 972.40 review and confirm accuracy of billing statements; share information regarding the same with D. Chun Total 26.20 20,096.17 Timekeeper Summary Jennifer S. Baldocchi 1.80 hours at $1,105.00 Jessica Mendelson 5.20 hours at $952.00 Caitlin H. Falk 11.10 hours at $748.00 Emily C. Monroe 8.10 hours at $599.25 Costs incurred and advanced Westlaw 2,721.60 Total Costs incurred and advanced $2,721.60 Current Fees and Costs $22,817.77 Total Balance Due - Due Upon Receipt $22,817.77 Exhibit A, Page 14 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC January 30, 2022 140 5619 Scotts Valley Dirve Please Refer to Scotts Valley, CA Attn: SUMMARY SHEET Santa Cruz Lawsuit Jennifer S. Baldocchi Legal fees for professional services for the period ending December 31, 2021 $18,268.20 Current Fees and Costs Due $18,268.20 Total Balance Due - Due Upon Receipt $18,268.20 We encourage our clients to pay via ACH, however, in the event that you pay by check, please send payment to the remittance address below: TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @ 213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal confirmation. For wires, please reference the invoice, client and matter number(s) being paid For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply mailbox Please refer all questions to billing@paulhastings.com Exhibit A, Page 15 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC January 30, 2022 140 5619 Scotts Valley Dirve Please Refer to Scotts Valley, CA Attn: REMITTANCE COPY Santa Cruz Lawsuit Jennifer S. Baldocchi Legal fees for professional services for the period ending December 31, 2021 $18,268.20 Current Fees and Costs Due $18,268.20 Total Balance Due - Due Upon Receipt $18,268.20 We encourage our clients to pay via ACH, however, in the event that you pay by check, please send payment to the remittance address below: TO PROTECT AGAINST FRAUD, the Firm will not change its wiring instructions via email. We strongly encourage clients to confirm any change in wiring instructions by contacting Teri Goffredo @ 213-683-5045 or via email @ terigoffredo@paulhastings.com and requesting written and verbal confirmation. For wires, please reference the invoice, client and matter number(s) being paid For ACH payments, please use the CTX format and/or send any remittances to cashepn@paulhastings.com. This is a no-reply mailbox Please refer all questions to billing@paulhastings.com Exhibit A, Page 16 PAUL HASTINGS LLP 515 South Flower Street, 25th Floor, Los Angeles, CA 90071-2228 t: +1.213.683.6000 | f: +1.213.627.0705 | www.paulhastings.com Scharf Investments, LLC Jan