12-12321-mg

Doc 102-2

Filed 06/15/12 Entered 06/15/12 17:32:43 Sitrick Declaration Pg 1 of 5

Exhibit 2:

TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York 10119 (212) 594-5000 Albert Togut Scott E. Ratner Lara R. Sheikh Proposed Counsel to the Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X : In re: : : DEWEY & LEBOEUF LLP, : : Debtor. : : ---------------------------------------------------------------X

Chapter 11 Case No. 12-12321

DECLARATION OF MICHAEL SITRICK IN SUPPORT OF DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING RETENTION OF SITRICK AND COMPANY AS CORPORATE COMMUNICATIONS CONSULTANT TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE I, Michael Sitrick, pursuant to 28 U.S.C. 1746, declare that the following is true to the best of my knowledge, information and belief: 1. I am Chairman and CEO of Sitrick and Company Inc. (Sitrick),

which maintains an office at 1840 Century Park East, Suite 800, Los Angeles, CA 90067. I submit this Declaration in support of the Application (the Application)1 of the Debtor For Entry of an Order Authorizing the Debtor to Retain and Employ Sitrick and Company as their Corporate Communications Consultant to the Debtor nunc pro tunc to the Petition Date. Unless otherwise stated in the Declaration, I have personal

Unless defined herein, capitalized terms shall have the meanings ascribed to them in the Application.

12-12321-mg

Doc 102-2

Filed 06/15/12 Entered 06/15/12 17:32:43 Sitrick Declaration Pg 2 of 5

Exhibit 2:

knowledge of the facts set forth herein and, if called as a witness, I would testify thereto. Qualifications 2. Sitrick is qualified to act as the Debtors Corporate

Communications Counsel. Sitrick is a specialized communications firm, and has the requisite experience to perform the services specified above. Sitrick specializes in business transactional and crisis situations and has a large restructuring practice. Sitricks Prepetition Relationship With the Debtor 3. Beginning March 19, 2012 and through the Petition Date, Sitrick

was retained to provide strategic advice in connection with corporate communications and worked closely with the Debtor to develop a comprehensive communications strategy and materials which were used in the public announcement of the chapter 11 case. Services To Be Rendered 4. Sitrick initially was engaged to represent the Debtor to provide

consulting advice and public relations services on March 19, 2012, pursuant to the terms of the Engagement Agreement, a copy of which is attached to the Application as Exhibit 1. 5. The Debtor has employed Sitrick postpetition pursuant to the

Engagement Agreement because of Sitricks substantial expertise in corporate communications. Indeed, a number of constituency groups and stakeholders, including employees, clients, vendors, trade and other creditors, lenders, partners, governmental entities, the media and the general public will be interested in the Debtors bankruptcy proceeding. The cooperative participation of many of these persons and entities will be necessary for the Debtor to successfully wind down in chapter 11 and manage its 2

12-12321-mg

Doc 102-2

Filed 06/15/12 Entered 06/15/12 17:32:43 Sitrick Declaration Pg 3 of 5

Exhibit 2:

bankruptcy estate. Sitrick will be able to assist the Debtor in protecting, retaining, and developing the goodwill and confidence of these constituencies and stakeholders. 6. Sitrick does not have any prepetition claims against the Debtor.

Prior to the Petition Date, Sitrick received $35,000 as an expense retainer from the Debtor. Compensation 7. Subject to the Courts approval, and in accordance with section

328(a) of the Bankruptcy Code, Sitrick will be paid post-petition pursuant to the terms of the Engagement Agreement, which provides that within thirty (30) days after the end of each month, Sitrick will provide the Debtor with a detailed statement setting forth the fees and expenses incurred by Sitrick during the prior month. Sitricks hourly billing rates range from $185 to $895, depending on the professional performing the services, and is billed in increments of one-tenth of an hour. Sitricks fees will be applied against its retainer. 8. Sitrick also will be reimbursed for reasonable out-of-pocket

expenses incurred in connection with this engagement, such as transportation, lodging, food, production costs, long distance telephone, copying, postage, messengers and air courier. The compensation arrangement set forth in the Engagement Agreement is herein after referred to as the Fee Structure. 9. The overall compensation structure described above is comparable

to compensation generally charged by consulting firms of similar stature to Sitrick for comparable engagements, both in and out of court. Sitricks expertise in external and internal communications, and media relations, some or all of which may be required by the Debtor during the term of Sitricks engagement, were important factors in Sitricks determination of the amount of its fees, and the Debtor believes that the ultimate benefit 3

12-12321-mg

Doc 102-2

Filed 06/15/12 Entered 06/15/12 17:32:43 Sitrick Declaration Pg 4 of 5

Exhibit 2:

to the Debtor of Sitricks services hereunder cannot be measured merely by reference to the number of hours to be expended by Sitricks professionals in the performance of services. Disinterestedness 10. Sitrick does not hold any prepetition claims against the Debtor.

Except as otherwise set forth herein, to the best of my knowledge, information and belief, (a) Sitrick does not hold or represent any interest adverse to the Debtor, its creditors or other parties-in-interest, with respect to the matters upon which Sitrick is to be engaged and (b) Sitrick is not connected with the Debtor, its creditors or other parties-in-interest. Accordingly, I respectfully submit that Sitrick is a disinterested person, as defined in section 101(14) of the Bankruptcy Code. 11. Prior to the Petition Date, Sitrick received $35,000 from the Debtor

as an expense retainer. 12. Sitrick has not shared or agreed to share any of its compensation

for its services to the Debtor with any other person, other than with a principal or employee of Sitrick, as permitted by section 504 of the Bankruptcy Code. 13. It should be understood that Sitricks present and former clients

and such clients affiliates, officers, directors, principal shareholders and their respective affiliates may have had relationships with the Debtor, its creditors or partners of which Sitrick was not informed or may have developed relationships of which Sitrick is unaware subsequent to the performance of Sitricks services. If Sitrick discovers additional information that requires disclosure, Sitrick will file a supplemental disclosure with the Court as promptly as possible. 14. I further state that, to the best of my knowledge, information and

belief, the proposed engagement of Sitrick is not prohibited by Bankruptcy Rule 5002. 4

12-12321-mg

Doc 102-2

Filed 06/15/12 Entered 06/15/12 17:32:43 Sitrick Declaration Pg 5 of 5

Exhibit 2:

15. correct. Dated: June 8, 2012

I declare under penalty of perjury that the foregoing is true and

/s/ Michael S. Sitrick

Michael S. Sitrick Chairman and CEO