FOX ROTHSCHILD LLP Yann Geron Nicole N.

Santucci 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900 Attorneys for Yann Geron, Chapter 7 Trustee

Presentment Date: May 31, 2011 At: 12:00 p.m.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : THELEN LLP, : : Debtor. : ------------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

TRUSTEES APPLICATION FOR AN ORDER APPROVING STIPULATION AUTHORIZING THE RELEASE OF ESCROW MONIES TO FANDA CORPORATION TO THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE: Yann Geron (the Trustee), as chapter 7 trustee of the estate of Thelen LLP (the Debtor or Thelen), the above-captioned debtor, by his attorneys, Fox Rothschild LLP, as and for his application (the Application), pursuant to 11 U.S.C. 105(a), seeking approval of a stipulation, dated March 31, 2011 (the Stipulation), between Fanda Corporation (Fanda) and Millions, Inc. (Millions), authorizing the Trustee to release escrow monies to Fanda, upon information and belief, respectfully sets forth and represents: Jurisdiction 1. This Court has jurisdiction over this case and Application pursuant to 28

U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper in this district and before this Court pursuant to 28 U.S.C. 1408 and 1409.

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Introduction 2. On September 18, 2009 (the Petition Date), the Debtor filed a voluntary

petition for relief under chapter 7 of Title 11 of the United States Code (the Bankruptcy Code), in the United States Bankruptcy Court for the Southern District of New York. Yann Geron was appointed interim chapter 7 trustee of the Debtors estate. Mr. Geron has since qualified as permanent chapter 7 trustee and is currently serving in that capacity. 3. Prior to the Petition Date, Thelen LLP, formerly known as Thelen Reid

Brown Raysman & Steiner, operated largely as a bicoastal law firm with principal offices in New York and San Francisco, and other offices located in 8 U.S. cities, England and China. At its peak, Thelen employed roughly 600 attorneys. Thelen was founded in 1924 in San Francisco as Thelen, Marrin, Johnson & Bridges. In June 1998, Thelen Marrin merged with New York-based Reid & Priest, a firm with approximately 160 attorneys. On December 1, 2006, Thelen Reid & Priest merged with Brown Raysman Millstein Felder & Steiner, LLP, creating the bicoastal structure of the firm. Thelen was ranked 70th in the National Law Journals 2007 survey of the nations largest firms. Upon information and belief, a number of factors caused the firms demise, including difficulties following the Brown Raysman merger, significant partner departures, and failed merger discussions. 4. In October 2008, the Debtor formally voted to dissolve the partnership.

Thereafter, the Debtor began its wind-down process under the guidance of a dissolution committee. Thelens dissolution committee appears to have focused its efforts on collection of Thelens accounts receivable, paying down its secured lines of credit with Citibank N.A., Thelens principal lender, and transitioning client files, using a skeleton staff in a small portion of Thelens San Francisco offices. After some months in dissolution, it appears that collections

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slowed and the Debtors pared-down operating costs became unsustainable under the Debtors arrangement with Citibank. As a result, the Debtor filed the instant bankruptcy proceeding. 5. The Debtors statement of financial affairs indicated that, as of the Petition

Date, the Debtor maintained numerous escrow accounts for the benefit of clients and other third parties. The Trustee has begun the process of reviewing escrow statements and other

information in an effort to establish a protocol for releasing escrowed funds. The Trustee was recently contacted by counsel to Fanda who requested that certain escrow monies be released to its client. Relief Requested 6. By this motion, the Trustee seeks entry of an order approving the

Stipulation between Fanda and Millions authorizing the Trustee to release escrow funds to Fanda. A copy of the Stipulation is annexed as Exhibit A. As is further detailed below, the Stipulation is necessary and in the best interests of the Debtors estate because it provides for the most efficient and cost effective method for the Trustee to release the escrowed funds to Fanda in accordance with the Debtors obligations as escrow agent. 7. Section 105(a) of the Bankruptcy Code authorizes this Court to issue any

order, process, or judgment that is necessary or appropriate to carry out the provisions of [Title 11]. See 11 U.S.C. 105(a). 8. Prior to the Petition Date, Fanda entered into an Agreement of Sale to sell

certain real property located in Bayonne, New Jersey, to Millions. The Agreement of Sale was subsequently amended by letter. The Agreement of Sale and letter amendment provided that Baer, Marks & Upham, LLP (the Debtors predecessor firm) would act as escrow agent for the transaction.

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9.

Pursuant to the terms of the letter amendment, Millions deposited

$100,000 in escrow with the Debtor (through its predecessor firm). The letter amendment further provided that the escrowed funds shall be disbursed to Fanda, together with accrued interest, after Fandas counsel gives notice to Fanda, Millions and the escrow agent that a no further action letter was issued by the New Jersey Department of Environmental Protection. Fandas counsel gave such notice on or about December 15, 2010, and subsequently requested that the Trustee release the escrow funds to Fanda. 10. The Trustee has reviewed all relevant documentation with respect to the

Stipulation. Both Fanda and Millions agree that all conditions have been satisfied and that the escrow funds, which are currently held at J.P. Morgan Chase Bank, N.A. in a segregated escrow account on behalf of Fanda1, should be released to Fanda. The Stipulation simply memorializes this agreement between all parties with an interest in the escrow and authorizes the Trustee to release the escrow funds. The Trustee is not exercising any discretion as escrow agent. He is merely complying with the direction of the sole parties in interest. 11. The Trustee believes that the Stipulation is the most effective means of

obtaining the necessary authorization to release the funds to Fanda while at the same time minimizing the costs to the bankruptcy estate. Accordingly, the Trustee respectfully submits that the Stipulation is in the best interest of the Debtors estate and requests that it be approved. Notice and Procedure 12. Notice of this Application has been served upon counsel to Fanda,

Millions, the former Thelen partner responsible for the Fanda matter, counsel to Citibank, N.A., all parties requesting notice, and the Office of the United States Trustee.

The bank statement for the period February 26, 2011 through March 24, 2011, indicates that there is currently $108,950.94 on deposit in the Fanda escrow account.

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13.

This Application includes citations to the applicable rules and statutory

authorities upon which the relief requested is predicated. Accordingly, the Trustee respectfully submits that this Application satisfies the requirements of Local Bankruptcy Rule 9013-1(a). No Prior Relief 14. Except as detailed herein, no other application for relief sought herein has

been made to this or any other court. WHEREFORE, the Trustee respectfully requests that this Court enter an order approving the Stipulation and granting him such other and further relief as is just. Dated: New York, New York May 4, 2011 FOX ROTHSCHILD LLP Attorneys for Yann Geron, Chapter 7 Trustee

By: /s/ Yann Geron Yann Geron Nicole N. Santucci 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : THELEN LLP, : : Debtor. : --------------------------------------------------------x

Chapter 7 Case No. 09-15631 (ALG)

ORDER APPROVING STIPULATION AUTHORIZING RELEASE OF ESCROW MONIES TO FANDA CORPORATION Upon the application, dated May 4, 2011 (the Application), of Yann Geron (the Trustee), as chapter 7 trustee of the estate of Thelen LLP (the Debtor), the above-captioned debtor, seeking an order, pursuant to 11 U.S.C. 105(a), approving a stipulation, dated March 31, 2011 (the Stipulation), between Fanda Corporation (Fanda) and Millions, Inc. (Millions), authorizing the Trustee to release certain escrowed funds, which are currently held at J.P. Morgan Chase Bank, N.A., totaling approximately $108,950, to Fanda; and it appearing that good and sufficient notice of the Application has been given; and no objections to the Application having been filed or received; and for good and sufficient cause; it is hereby ORDERED, that service of the notice of the Application be deemed sufficient and that no further notice need be given; and it is further ORDERED, that the relief requested in the Application is granted to the extent provided herein; and it is further ORDERED, that the Stipulation is hereby approved; and it is further ORDERED, that Fanda, Millions and the Trustee are hereby authorized and directed to take such further actions as are necessary to consummate the terms of the Stipulation; and it is further

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ORDERED, this Court shall retain jurisdiction to, among other things, interpret and enforce the terms and provisions of the Stipulation and this Order. Dated: New York, New York ________________, 2011 Honorable Allan L. Gropper United States Bankruptcy Judge

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