Opinion
Case No. 02-13533 (AJG), (Jointly Administered)
April 18, 2003
ORDER APPROVING AND IMPLEMENTING FEE REVIEW COMMITTEE AND ADDITIONAL PROCEDURES
This Court having considered the appointment of a fee review committee and certain additional procedures that have been proposed by WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), the official committee of unsecured creditors appointed in these chapter 11 cases (the "Creditors' Committee"), and the United States Trustee for the Southern District of New York (the "U.S. Trustee"); and the Court having jurisdiction to authorize and direct the implementation of the fee review committee and the procedures to be implemented hereby pursuant to 28 U.S.C. § 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.); and the appointment of the fee review committee being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. § 1408 and 1409; and the entry of this order being in the best interests of the Debtors and their estates and creditors; and after due deliberation and sufficient cause appearing therefor, it is
ORDERED, a fee committee (the "Fee Committee") is hereby appointed and authorized to review in accordance with the procedures described herein, the interim and final fee applications (the "Fee Applications") of professionals appointed by this Court in these chapter 11 cases pursuant to Sections 327, 328 and 1103 of the Bankruptcy Code (the "Retained Professionals") pursuant to this Court's August 13, 2002 Order Pursuant to Sections 105(a), 327, 328 and 330 of the Bankruptcy Code Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the "Fee Order"); and it is further
ORDERED that the primary mandate of the Fee Committee shall be to review and to ensure that the time entry descriptions set forth in each Fee Application and the out-of-pocket expenses of each Retained Professional comply with the Bankruptcy Code and applicable guidelines established by this Court and/or the office of the U.S. Trustee; and it is further
ORDERED that the Retained Professionals shall not include the ordinary course professionals retained pursuant to this Court's September 4, 2002 Order Pursuant to Sections 105(a), 327, 328 and 330 of the Bankruptcy Code Authorizing the Debtors to Employ Professionals Utilized in the Ordinary Course of Business or the de minimis retentions retained pursuant to this Court's January 10, 2003 Third Supplemental Order Pursuant to Sections 105(a), 327, 328 and 330 of the Bankruptcy Code Authorizing the Debtors to Employ Professionals Utilized in the Ordinary Course of Business; and it is further
ORDERED that the Debtors, the Creditors' Committee, and the U.S. Trustee shall each appoint one or more business persons with final decision-making authority on fee issues on behalf of each of the foregoing, respectively, to serve as its representative on the Fee Committee and, within 10 calendar days of this Order, shall inform the attorneys for each of the Debtors, the Creditors' Committee and the U.S. Trustee, respectively, of the identity and contact information of its representative; and it is further
ORDERED that Retained Professionals shall serve their Fee Applications upon each member of the Fee Committee in accordance with the timing provisions of the Fee Order; and it is further
ORDERED that members of the Fee Committee will be reimbursed for reasonable, documented out-of-pocket costs and expenses, but will receive no compensation, including compensation under section 503(b) of chapter 11 of the United States Code; for their service on the Fee Committee or time expended on Fee Committee matters, and it is further
ORDERED that subject to the order establishing budgeting procedures for professional fees entered on March 6, 2003, the Fee Committee is authorized to retain such professional entity(s) and/or person(s), as necessary, to assist the Fee Committee in performing its duties hereunder in accordance with the protocol to be adopted by the Fee Committee (the "Fee Committee Professional"). In addition, the Fee Committee may ask certain Retained Professionals to prepare data for analysis by the Fee Committee provided that Retained Professional does not prepare data for its own Fee Application for the Fee Committee review; and it is further
ORDERED that nothing herein shall affect the right of any party in interest to object or otherwise respond to any monthly fee statement or Fee Application in accordance with the Fee Order; and it is further
ORDERED that each Retained Professional shall provide copies of its respective Fee Applications to the members of the Fee Committee in such form (electronically or otherwise) as reasonably requested by such members; and it is further
ORDERED that the Fee Committee and each member thereof (i) are granted maximum immunity permitted by law from civil actions for all acts taken or omitted in the performance of their duties and powers on the Fee Committee and (ii) shall be indemnified by the Debtors' estates for losses or costs of defense incurred as a result of acts taken or omitted, in each case in good faith, in the performance of their duties as a member of the Fee Committee.