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Exhibit 2 Pauker Declaration

Exhibit 2 Pauker Declaration

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Published by: JSmithWSJ on Jun 18, 2012
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06/18/2012

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EXHIBIT “2”
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------X:In re: : Chapter 11:DEWEY & LEBOEUF LLP
 ,
: Case No. 12-12321 [MG]:Debtor. ::---------------------------------------------------------------X
DECLARATION OF DAVID PAUKER IN SUPPORT OF APPLICATIONFOR ORDER UNDER 11 U.S.C. § 327(a) AND RULE 2014(a) OF THEFEDERAL RULES OF BANKRUPTCY PROCEDUREAUTHORIZING THE EMPLOYMENT AND RETENTION OFGOLDIN ASSOCIATES, LLC AS SPECIAL CONSULTANT TOTHE DEBTOR
 NUNC PRO TUNC
TO THE PETITION DATE
David Pauker
,
 being duly sworn, states the following under penalty ofperjury: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 supportof the application (the “Application”) to retain the Goldin Firm as special consultant toDewey & 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 “BankruptcyRules”), effective as of the date of the commencement of this Chapter 11 case (the“Petition Date”). Unless otherwise stated in this Declaration, I have personalknowledge of the facts set forth herein.3.
 
Goldin has agreed to provide consulting services to the Debtor inthe above-captioned Chapter 11
 
Case (this “Chapter 11 Case”), pursuant to the terms
12-12321-mg Doc 100-2 Filed 06/15/12 Entered 06/15/12 17:25:21 Exhibit 2:Pauker Declaration Pg 1 of 13
 
 
2and conditions of the Engagement Letter dated dated May 29, 2012, between Deweyand the Goldin Firm (the "Engagement Letter”). A copy of the Engagement Letter isattached to the Application as Exhibit “3.” No agreement exists to share anycompensation received by the Goldin Firm for providing the services contemplatedunder the Engagement Letter.4.
 
The terms and conditions of the Engagement Letter werenegotiated between the Debtor, its proposed counsel and the Goldin Firm, and reflectthe parties' mutual agreement as to the sophisticated nature of the work that will berequired in this engagement. As is customary in similar engagements, both in andoutside of bankruptcy, the Engagement Letter provides for the Goldin Firm to receivecompensation based on its standard hourly billing rates, with time billed in incrementsof one-tenths of an hour. Taking into account the complex nature of the work attendantto this engagement, the terms contained in the Engagement Letter are similar to theterms agreed to by the Goldin Firm and other financial advisory firms in similarrestructuring engagements, both in and outside of bankruptcy.
SCOPE OF SERVICES AND QUALIFICATIONS
5.
 
Contemporaneously with this Declaration, the Debtor is seekingcourt approval, pursuant to,
inter alia
 , sections 327(a) of the Bankruptcy Code andBankruptcy Rule 2014(a), to employ and retain the Goldin Firm as special consultant inconnection with this Chapter 11 case to perform such services as generally described inthe Application. The Debtor has averred that the services to be performed will benecessary during this Chapter 11 case. Services to be performed shall be performed inaccordance with the Goldin Firm’s normal hourly rates and policies in effect when theGoldin Firm renders the services or incurs the expenses.
12-12321-mg Doc 100-2 Filed 06/15/12 Entered 06/15/12 17:25:21 Exhibit 2:Pauker Declaration Pg 2 of 13
 
 
36.
 
Subject to the Court’s approval, the Goldin Firm will provide thefollowing services (the “Consulting Services”) to the Debtor upon its request:(a)
 
Assist the Debtor and its counsel to evaluate potential claimsagainst partners and former partners;(b)
 
Assist the Debtor and its counsel to formulate proposals forthe settlement and resolution of claims against partners andformer partners;(c)
 
Participate in discussions and negotiations among thevarious parties to the Bankruptcy regarding the settlement ofpartner claims;(d)
 
Provide testimony respecting any settlement or resolution ofpartner claims; and(e)
 
Provide such other services related to claims againstpartners and former partners (and related claims againstother parties) as the Debtor may from time to time requestand the Goldin Firm may be willing to provide.7.
 
The Goldin Firm is a financial advisor and consultant specializingin underperforming businesses and distressed situations, including bankruptcies andout-of-court restructurings. The firm, which was founded in 1990, specializes inassisting clients facing financial and operational difficulties, including those that requireforensic financial investigation of their business affairs. The Goldin Firm's professionalshave 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,Tom’s Foods, Tribune Company, WorldCom and Young Broadcasting.8.
 
The Goldin Firm has considerable experience performing forensicfinancial analysis, fraudulent conveyance and solvency analysis and other complexfinancial advisory services, often in connection with the review, analysis and resolutionof claims or as a court-appointed independent fiduciary. The Goldin Firm and its
12-12321-mg Doc 100-2 Filed 06/15/12 Entered 06/15/12 17:25:21 Exhibit 2:Pauker Declaration Pg 3 of 13

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