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EXHIBIT 2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X : In re: : : DEWEY & LEBOEUF LLP, : : Debtor. : : ---------------------------------------------------------------X

Chapter 11 Case No. 12-12321 [MG]

DECLARATION OF DAVID PAUKER IN SUPPORT OF APPLICATION FOR ORDER UNDER 11 U.S.C. 327(a) AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AUTHORIZING THE EMPLOYMENT AND RETENTION OF GOLDIN ASSOCIATES, LLC AS SPECIAL CONSULTANT TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE David Pauker, being duly sworn, states the following under penalty of perjury: 1. I am executive managing director of Goldin Associates LLC (the

Goldin Firm or Goldin) located at 350 Fifth Avenue, New York, New York. 2. I am in all respects competent to make this Declaration in support

of the application (the Application) to retain the Goldin Firm as special consultant to Dewey & LeBoeuf LLP (Dewey), as debtor and debtor in possession (the Debtor), pursuant to section 327(a) of title 11 of the United States Code (the Bankruptcy Code) and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), effective as of the date of the commencement of this Chapter 11 case (the Petition Date). Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein. 3. Goldin has agreed to provide consulting services to the Debtor in

the above-captioned Chapter 11 Case (this Chapter 11 Case), pursuant to the terms

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and conditions of the Engagement Letter dated dated May 29, 2012, between Dewey and the Goldin Firm (the "Engagement Letter). A copy of the Engagement Letter is attached to the Application as Exhibit 3. No agreement exists to share any

compensation received by the Goldin Firm for providing the services contemplated under the Engagement Letter. 4. The terms and conditions of the Engagement Letter were

negotiated between the Debtor, its proposed counsel and the Goldin Firm, and reflect the parties' mutual agreement as to the sophisticated nature of the work that will be required in this engagement. As is customary in similar engagements, both in and outside of bankruptcy, the Engagement Letter provides for the Goldin Firm to receive compensation based on its standard hourly billing rates, with time billed in increments of one-tenths of an hour. Taking into account the complex nature of the work attendant to this engagement, the terms contained in the Engagement Letter are similar to the terms agreed to by the Goldin Firm and other financial advisory firms in similar restructuring engagements, both in and outside of bankruptcy. SCOPE OF SERVICES AND QUALIFICATIONS 5. Contemporaneously with this Declaration, the Debtor is seeking

court approval, pursuant to, inter alia, sections 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), to employ and retain the Goldin Firm as special consultant in connection with this Chapter 11 case to perform such services as generally described in the Application. The Debtor has averred that the services to be performed will be necessary during this Chapter 11 case. Services to be performed shall be performed in accordance with the Goldin Firms normal hourly rates and policies in effect when the Goldin Firm renders the services or incurs the expenses.

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6.

Subject to the Courts approval, the Goldin Firm will provide the

following services (the Consulting Services) to the Debtor upon its request: (a) (b) Assist the Debtor and its counsel to evaluate potential claims against partners and former partners; Assist the Debtor and its counsel to formulate proposals for the settlement and resolution of claims against partners and former partners; Participate in discussions and negotiations among the various parties to the Bankruptcy regarding the settlement of partner claims; Provide testimony respecting any settlement or resolution of partner claims; and Provide such other services related to claims against partners and former partners (and related claims against other parties) as the Debtor may from time to time request and the Goldin Firm may be willing to provide.

(c)

(d) (e)

7.

The Goldin Firm is a financial advisor and consultant specializing

in underperforming businesses and distressed situations, including bankruptcies and out-of-court restructurings. The firm, which was founded in 1990, specializes in

assisting clients facing financial and operational difficulties, including those that require forensic financial investigation of their business affairs. The Goldin Firm's professionals have been involved in many large and complicated bankruptcy proceedings, including, without limitation, those relating to Boston Generating, Drexel Burnham Lambert, Impath, Interbank Funding, Jefferson County, Lehman Brothers Inc., Metromedia Fiber, Northwestern Corp, Point Blank, Refco, Rockefeller Center Properties, SemGroup, Toms Foods, Tribune Company, WorldCom and Young Broadcasting. 8. The Goldin Firm has considerable experience performing forensic

financial analysis, fraudulent conveyance and solvency analysis and other complex financial advisory services, often in connection with the review, analysis and resolution of claims or as a court-appointed independent fiduciary. The Goldin Firm and its 3

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professionals have received court-appointments to review and investigate claims in bankruptcies including Brunos (PWS Holdings), Cityscape Financial, Copperfield Investments, Enron North America, FirstInterregional Advisors, Granite Partners, Loral Space and PSINet Consulting among others. The Goldin Firm has been engaged directly by court-appointed or government-appointed trustees to review and investigate claims in such matters as Asia Global Crossing, Bernard L. Madoff Investment Securities, Ellen Tracy, Interbank Funding, Thornburg Mortgage and Wood River Capital. 9. The Goldin Firm has special experience in bankruptcies of

professional services firms. During the bankruptcy of Coudert Brothers (while one of its managing directors was serving as examiner) the Goldin Firm reported on claims against partners and ultimately proposed the partner contribution plan that was incorporated into that law firms bankruptcy plan with the support of partners and creditors. During the bankruptcy of Gaston and Snow (while one of its managing directors was trustee), the Goldin Firm investigated claims against partners and proposed the bankruptcy plan that was accepted by partners and creditors. The Goldin Firm has advised clients in other professional services bankruptcies as well, including those of Bearing Point and Morgan & Finnegan. DISINTERESTEDNESS 10. Based on the conflicts search conducted to date by the Goldin Firm

and described herein, to the best of my knowledge, neither the Goldin Firm, nor any professional thereof, including myself, insofar as I have been able to ascertain, has any connection with the Debtor, its creditors or any other parties in interest, or their respective attorneys and accountants, nor with the United States Trustee for the 4

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Southern District of New York (the United States Trustee) or any person employed by the United States Trustee, except as disclosed herein. 11. The Goldin Firm is a disinterested person as that term is defined

in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that the Goldin Firm, and its professionals, except as disclosed herein: (a) (b) are not creditors, equity security holders or insiders of the Debtor; are not and were not within two years before the date of the filing of the petition, a director, officer or employee of any of the Debtor; and do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason.

(c)

12.

I am not related, and to the best of my knowledge, no professional

at the Goldin Firm is related to any judge of the United States Bankruptcy Court for the Southern District of New York. 13. I am not related, and to the best of my knowledge, no professional

at the Goldin Firm is related to the United States Trustee or any employee thereof. 14. Pursuant to section 327(c) of the Bankruptcy Code, the Goldin Firm

is not disqualified from acting as special consultant to Debtor merely because it has been involved in matters unrelated to this Chapter 11 case on behalf of parties in interest in this Chapter 11 case. 15. If any new relevant facts or relationships are discovered or arise,

the Goldin Firm will use its reasonable efforts to identify any such further

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developments and will promptly file a supplemental affidavit as required by Bankruptcy Rule 2014(a). 16. The Goldin Firm was engaged on or about April 22, 2012 to assist

Dewey and its counsel to identify and evaluate potential claims against partners and consider options for settling any such claims. Subsequent to that date, Dewey has paid a total of $660,000 to Goldin, of which less than $115,000 remains as retainer. To the extent funds from the retainer remain available they will first be applied to the Goldin Firms fees and expenses up through the Petition Date. The balance of the retainer, if any, will be held and applied to unpaid post-Petition Date fees and expenses of the Goldin Firm as allowed by the Bankruptcy Court. For approximately four weeks from the end of January 2012 to the end of February of 2012 the Goldin Firm was engaged by Dewey to perform financial advisory services. 17. The Goldin Firm will provide professional services to Dewey and

its counsel, but not for any of Dewey's individual partners. THE GOLDIN FIRMS CONNECTIONS WITH PARTIES IN INTEREST IN MATTERS UNRELATED TO THESE CHAPTER 11 CASES 18. The Goldin Firm and certain of its professionals may have in the

past represented, and may likely in the future provide professional services to, partiesin-interest of the Debtor in connection with matters unrelated to the Debtor and this Chapter 11 case. The Goldin Firm has reviewed the list of significant interested parties furnished by the Debtor, which list purportedly includes: (i) the Debtors Executive Committee and partners; (ii) the Debtors secured lenders; (iii) holders of secured notes; (iv) the Debtors depository and disbursement banks; (v) twenty largest

unsecured creditors;

(vi) attorneys for the United States Trustee for the Southern 6

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District of New York (and key staff members); (vii) the Debtors recent former partners; and (viii) significant contract counterparties (collectively, Interested Parties). To the extent the Goldin Firm receives any additions to the list of significant interested parties and other parties from the Debtor with respect to the proceedings, the Goldin Firm will file an amended addendum to the Pauker Declaration, if needed. Goldins research confirmed that the Goldin Firm has no materially adverse interest to the Debtors estate or the creditors in these cases. The Goldin Firm's research of its relationships with the Interested Parties indicated that during the past three years the Goldin Firm has provided or is providing services, or has a financial relationship or connection to certain entities in matters unrelated to these cases, and Goldin has so indicated these on the attached Addendum. Of those parties listed on the Addendum, none of them represented more than 5% of the aggregate of the Goldin Firms revenues for 2011. 19. (a) In addition, and by way of supplemental disclosure: From time to time, the Goldin Firm has provided services, and likely will continue to provide services, to certain creditors of the Debtor and various other parties adverse to the Debtor in matters unrelated to this Chapter 11 Case. As described above, however, the Goldin Firm has undertaken a detailed search to determine, and to disclose, whether it has been employed by any Interested Parties in such unrelated matters. The Goldin Firm provides services in connection with numerous cases, proceedings and transactions unrelated to this Chapter 11 Case, including representing debtors and creditors' committees in chapter 11 proceedings and in out-of-court restructurings. All of these matters involve numerous attorneys, professionals and creditors, some of whom are, or may be, attorneys, professionals and creditors of the Debtor in this Chapter 11 Case. Goldin Firm personnel may have business associations with certain creditors of the Debtor unrelated to this Chapter 11 Case. In addition, in the ordinary course of its business, the Goldin Firm will work for and engage counsel or other professionals in unrelated matters that now represent, or in the future may

(b)

(c)

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represent, creditors or other interested parties in this Chapter 11 Case. (d) The Goldin Firm has many clients, past and present, who are located throughout the United States and abroad, in a variety of industries. While the Goldin Firm has not advised any of these parties in connection with this Chapter 11 Case, it is possible that certain of these parties, their creditors and the related professionals may have some relationship to Interested Parties in this Chapter 11 Case. The Goldin Firm and its affiliates have employees, some of whom may have personal investments in the Debtor or Creditors. The Goldin Firm has provided financial advisory and/or interim management services to numerous clients in whom one or more Interested Parties may have equity or debt investments or with whom one or more Interested Parties may be counterparties. The Goldin Firm may use the regular commercial products and services made available by Interested Parties. The Goldin Firm has previously received appointments from Bankruptcy Judges in the Southern District of New York and the United States Trustee in Region 2 in unrelated matters. To the extent the Goldin Firm discovers any facts bearing on the

(e) (f)

(g) (h)

20.

matters described herein during the period of the Goldin Firm's retention, Goldin will submit a supplement to this declaration. PROFESSIONAL COMPENSATION 21. Subject to periodic adjustment, in accordance with the firms billing

practices, the rates to be charged by the Goldin Firm for services to be rendered to the Debtor shall be the same rates generally charged to other clients. Such current rates are set forth in the Engagement Letter. The Goldin Firm intends to apply for compensation for professional services rendered in connection with this Chapter 11 case, subject to this Courts approval and in compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and the Local Bankruptcy Rules for the Southern District of

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New York (the Local Rules), further Orders of this Court, and guidelines established by the United States Trustee, on an hourly basis, plus reimbursement of actual and necessary expenses and other charges that the Goldin Firm incurs. 22. It is the Goldin Firms policy to charge its clients for all other

expenses incurred in connection with the clients case. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, filing and recordation fees, long distance telephone calls, postage, express mail and messenger charges, computerized legal research charges and other computer services, expenses for working meals and telecopier charges. The Goldin Firm will charge the Debtor for these expenses in a manner and at rates consistent with those it generally charges its other clients and in accordance with the Local Rules and United States Trustee guidelines. The Goldin Firm charges these expenses to the particular client on whose behalf they are incurred rather than increasing its hourly rates and spreading these expenses among all of its clients. 23. No promises have been received by the Goldin Firm or by any

professional thereof as to compensation in connection with this Chapter 11 case other than in accordance with the provisions of the Bankruptcy Code. 24. The Goldin Firm further states pursuant to Bankruptcy Rule

2016(b) that it has not shared, nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with professionals of the Goldin Firm or (b) any compensation another person or party has received or may receive.

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I declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct. DATED: New York, New York June 14, 2012 DAVID PAUKER Executive Managing Director Goldin Associates, LLC

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ADDENDUM TO PAUKER DECLARATION Goldin is providing consulting services to Assured Guaranty Corp. (Assured)1 in an unrelated matter; Goldin is providing consulting services to a third party in another unrelated matter in which its client is coordinating its efforts with Assured. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that includes Bank of America (BOA); BOA is a lender to a client of Goldins in an unrelated matter; Goldin has clients who are adverse to BOA in unrelated matters; and an employee of Goldin represented BOA as counsel in an unrelated matter when he worked for another firm. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included Barclays; Goldin has clients that are adverse to clients of Goldin in unrelated matters. Goldin advised a client that was adverse to a client of Bingham McCutchen LLP. Goldin has provided consulting services to BNP Paribas in several unrelated matters, one of which is ongoing; Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included BNP. Goldin has clients who have been adverse to BNP in unrelated matters. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that includes Citibank; Citibank is adverse to a client of Goldins in an unrelated matter; Citibank was agent for bank lenders and sat on the committee overseeing Harrison J. Goldin as liquidating trustee of an estate in an unrelated matter; Citibank provides banking services, including a line of credit, to Goldin. Goldin has advised clients who were adverse to CommerzBank in unrelated matters. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included Credit Agricole; Credit Agricole is coordinating its efforts with a consulting client of Goldins in an unrelated matter; Goldin had clients who were adverse to Credit Agricole in unrelated matters. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included Deutsche Bank. Goldin has provided consulting services to Deutsche Bank in unrelated

Each reference to a company or firm herein may refer to the entity named or an affiliate thereof.

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matters; Goldin has advised clients who have been adverse to Deutsche Bank in unrelated matters; DB is an investment manager to a client of Goldins in an unrelated matter. Development Specialist Inc. is a litigation trustee and was a financial advisor of a statutory committee in a case in which a Goldin managing director was examiner. Dewey & LeBoeuf LLP was counsel to a client of Goldin. Goldin has a client that is adverse to a client represented by DLA Piper in an unrelated matter; Goldin had a client that was represented by DLA in an unrelated matter. Fidelity supplies brokerage and other services to the Goldin Associates 401(k) plan. FTI provides litigation support services to numerous clients who are also Goldin clients or are adverse to Goldin clients in unrelated matters. Hartford Insurance Co. was adverse to a client of Goldins in an unrelated matter. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included HSBC; an affiliate of HSBC has retained Goldin to provide financial advisory services in unrelated matters. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that included JP Morgan; Goldin provided consulting services to a group of institutions in another matter in which JP Morgan is one of the clients; Goldin is providing consulting services to JP Morgn in unrelated matters; Goldin is advising clients in several unrelated matters in which those clients are adverse to JP Morgan; in the past, Goldin has advised numerous groups of which JP Morgan was a member and has advised numerous clients whose interests were adverse to such groups; JP Morgan formerly provided banking services that included a line of credit to Goldin (depository relationship continues). Goldin provided consulting services to a client of Kramer Levin Naftalis & Frankel LLP in a matter in which it was supervised by that law firm. Goldin is providing consulting services to a law firm in an unrelated matter in which that law firm represents a group of institutions that includes Morgan Stanley; Goldin has advised clients in matters in which those clients were adverse to Morgan Stanley; Morgan Stanley was a member of a bank group that hired Goldin in unrelated matter. Goldin has provided consulting services to a partner of Togut Segal & Segal LLP in a matter in which that partner is a trustee. PBGC is a creditor of a client of Goldins in an unrelated matter. Goldin provided consulting services to a client who was a borrower from Wells Fargo in an unrelated matter. 12

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Goldin provided consulting services to a client of Winston & Strawn LLP in an unrelated matter; Goldin is providing consulting service to a client in an unrelated matter in which a WS client is a financial guarantor. The son of a former Dewey partner was once a summer intern at Goldin Associates.

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