uwbkq bk 4-25-2012 motion to employ the law firm of buckleysandler, llp

8/2/2019 UWBKQ BK 4-25-2012 MOTION TO EMPLOY THE LAW FIRM OF BUCKLEYSANDLER, LLP

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UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF COLORADO

In re: ))

UNITED WESTERN BANCORP, INC. ) Case No. 12-13815 ABC) Chapter 11Debtor. )

______________________________________ ))

In re: ))

MATRIX BANCORP TRADING, INC. ) Case No. 12-13822 ABC) Chapter 11

Debtor. )______________________________________ )

)In re: ))

MATRIX FUNDING CORP. ) Case No. 12-13824 ABC) Chapter 11

Debtor. )) Jointly Administered Under) Case No. 12-13815 ABC

______________________________________________________________________________

MOTION TO EMPLOY THE LAW FIRM OF BUCKLEYSANDLER, LLP

AS SPECIAL COUNSEL NUNC PRO TUNC FOR

CHAPTER 11 DEBTOR IN POSSESSION

______________________________________________________________________________

1. Movant is United Western Bancorp, Inc., the Chapter 11 debtor in possession

(Debtor or Movant).

2. Movant wishes to employ as special counsel, nunc pro tunc to March 2, 2012 (the

date of its chapter 11 petition), the law firm of BuckleySandler, LLP (BuckleySandler), 1250

24th Street, NW, Suite 700, Washington, DC 20037.

3. To the best of the Movants knowledge and as set forth in the attached Verified

Statement (see Exhibit 1), BuckleySandler has no interest in the Debtor, does not represent in

this bankruptcy proceeding any creditors or any other party in interest, and represents no interest

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adverse to the Movant in the matters upon which said firm is to be engaged. The Movant

believes that the employment of such firm as special counsel is in its best interest.

4. Andrew L. Sandler, Samuel J. Buffone, and Benjamin P. Saul of BuckleySandler

will be primarily responsible for representing the Movant. A summary of the experience and

qualifications of Messrs. Sandler, Buffone, and Saul is attached hereto as Exhibit 2. In addition

to Messrs. Sandler, Buffone, and Saul, BuckleySandler is composed of attorneys who provide its

clients with the full-range of enforcement, litigation, regulatory, public policy, and transactional

services to the financial services industry. The attorneys who will be representing the Movant

focus their practice on litigation, regulatory, and financial services industry related matters.

BuckleySandler is well qualified to represent the Movant as set forth herein. All attorneys

comprising or associated with BuckleySandler who will render services in this case are duly

admitted to practice law as indicated in the following table and will apply to be admittedpro hac

vice before this Court.

BAR ADMISSIONS

Name Title Admissions

Andrew L. Sandler Senior Partner District of Columbia; Maryland, New York;Pennsylvania

Samuel J. Buffone Partner District of Columbia; Pennsylvania

Benjamin P. Saul Partner District of Columbia; Maryland; Massachusetts

5. The Movant seeks to employ BuckleySandler, nunc pro tunc to the Movants

petition date of March 2, 2012, as the Movants special counsel for the purposes of handling

certain litigation, regulatory, and related matters. In particular, BuckleySandler will perform the

following services, as and when requested by the Movant:

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A. Litigation on behalf of United Western Bank, which the Debtor is

managing and any recoveries from which shall insure to benefit of the Debtor (as the sole

shareholder of United Western Bank), regarding the seizure of United Western Bank (the

Bank), a subsidiary of the Debtor. That litigation, captioned United Western Bank v.

Office of the Comptroller of the Currency, et al., Case No.: 1:11-cv-00408-ABJ, was

filed on February 18, 2011, in the U.S. District Court for the District of Columbia and is

pending before Judge Amy Berman Jackson (Ongoing Litigation). BuckleySandler has

handled this litigation since the inception of the case. In connection with the Ongoing

Litigation, BuckleySandler received three payments for certain fees and expenses from

the Movant: (a) a payment of $200,000 on January 24, 2011, (b) a payment of $25,000 on

September 21, 2011, and (c) a payment of $25,000 on December 29, 2011.

Notwithstanding these payments, as of the Movants petition date, BuckleySandler had

incurred approximately $410,038.62 in unpaid fees and expenses in connection with the

Ongoing Litigation. Between the petition date and the date of this Motion,

BuckleySandler has incurred an additional approximately $147,775 in unpaid fees and

expenses due to the continuing nature of the Ongoing Litigation. Any delay in the filing

of the Motion was due solely to negotiations between BuckleySandler and the Movant as

to the terms and conditions herein of BuckleySandlers employment as special counsel;

B. Assistance regarding potential claims for recovery of federal or state tax

refunds payable to the Debtor (Tax Claims);

C. Interaction with the Federal Deposit Insurance Corporation (FDIC) and

other third parties regarding procurement of documents;

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D. Assistance regarding contesting, if appropriate, any proof of claim that the

FDIC may assert against the Debtor;

E. Advice on bank regulatory matters, including, but not limited to, advice

regarding issues related to any alleged obligations under 11 U.S.C. 365(o);

F. Other work, as reasonably requested by the Movant, to permit the Movant

to fulfill its responsibilities, including any work related to the foregoing and such

additional matters as reasonably determined by the Movant to be within

BuckleySandlers areas of expertise.

6. BuckleySandler will not be responsible for any of the following: (a) appearances

before any court or agency other than as set forth above; (b) litigation in the bankruptcy court

with respect to matters that are disputes involving issues of bankruptcy law;1 or (c) the provision

of substantive legal advice outside the litigation and regulatory areas.2

7. In the event the Movant requests that BuckleySandler undertake matters beyond

the scope of the responsibilities set forth herein, and should BuckleySandler agree to do so (in its

discretion), the Movant will seek further order of this Court prior to BuckleySandler doing so. It

is intended that BuckleySandlers activities will supplement, not duplicate or substitute for, the

existing and future activities of the Movant or the other legal counsel, accountants, and other

professionals now or later engaged to render services for the Debtor.

1 The Movant has employed the law firm of Sender and Wasserman, P.C. to represent it in connection

with bankruptcy and other matters.2 BuckleySandler does not give tax advice. If notwithstanding the preceding, any advice

BuckleySandler furnishes to the Movant is deemed to constitute tax advice within the meaning ofU.S. Treasury Regulations, then as required by U.S. Treasury Regulations governing tax practice, anysuch advice will not be written or intended to be used (and cannot be used) by any taxpayer for thepurpose of (i) avoiding any penalties under the Internal Revenue Code or (ii) promoting, marketing,or recommending to another party any transaction(s) or tax-related matter(s).

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8. Subject to Court approval, the Movant proposes and by its signature below agrees,

and BuckleySandler agrees by its signature on the Verified Statement (subject to Court

approval), that BuckleySandler receive fees and reimbursement of costs as follows:

A. Ongoing Litigation (See Section 5.A above)

(i) Retainer. Upon commencement of BuckleySandlers

representation (and following entry of a Court order approving this Motion), the

Movant will pay BuckleySandler a $100,000 retainer to represent it in connection

with the Ongoing Litigation through its conclusion, including any appeals.

BuckleySandlers accrued expenses and hourly fees will be applied against this

retainer. The retainer will be paid from the Debtors available cash and will not

be paid by a principal, insider, or affiliate of the Debtor. See Local Bankruptcy

Rule 2014-1(b).

(ii) Hourly fees. In connection with the Ongoing Litigation, until such

time that BuckleySandler exhausts the $100,000 retainer described above in

section 8.A.(i), BuckleySandler will be paid 80% of its 2012 standard hourly

rates. The current hourly rates of BuckleySandler are attached to the Motion as

Exhibit 3. BuckleySandlers hourly rates are consistent with others in its market.

See Verified Statement of Special Counsel at 3. Upon exhaustion of the retainer

described in section 8.A.(i) above, aside from BuckleySandlers expenses, which

shall be paid in accordance with the terms set forth in section 8A.(iii) below,

BuckleySandlers further compensation for the Ongoing Litigation shall be

limited to the contingent fee arrangement described in section 8.A.(iv) below.

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(iii) Expenses in connection with the respective employment of Special

Counsel for Ongoing Litigation: The Debtor will pay all expenses and advances

relating to the Ongoing Litigation, whether directly or as billed by

BuckleySandler or advanced directly by the Movant, through the conclusion of

the case OR at such time the Movant becomes unable to pay because of the

Debtors lack of available monies.

(iv) Recoveries. Any recovery by the Movant in the form of cash, as

and when payable, or property (including deferred payments) as and when

reduced to cash and irrevocably received by the Movant, from litigation,

settlement and the like involving the Ongoing Litigation in the U.S. District Court

for the District of Columbia (Ongoing Litigation Recoveries) shall be made as

follows: BuckleySandler shall receive 30% of such funds. The Debtor shall

retain the balance (70%) for use in accordance with applicable law. If the Movant

recovers property as part of the Ongoing Litigation Recoveries, including but not

limited to recovery of the assets of United Western Bank, that the Movant, as part

of a Bankruptcy Court approved Chapter 11 plan elects not to reduce to cash, then

BuckleySandler and the Movant agree that they shall work together to determine a

mutually acceptable means to calculate a cash payment equal to 30% of the fair

market value of any such property, which method shall be subject to the approval

of the Bankruptcy Court.

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B. Tax Claims and All Other Matters (See Sections 5.B-F above)

(i) Retainer. Upon commencement of BuckleySandlers

representation (upon entry of a Court order approving this Motion), the Movant

will pay BuckleySandler a $100,000 retainer (separate and apart from the

$100,000 retainer described in section 8.A.(i) above) to represent it in connection

with the Tax Claims and all other matters detailed in Sections 5.B-F above

through their conclusion, including (as applicable) through the conclusion of any

appeals. The retainer will be applied against future expenses and hourly fees

accrued by BuckleySandler. Such retainer will be paid from the Debtors

available cash and will not be paid by a principal, insider, or affiliate of the

Debtor. See Local Bankruptcy Rule 2014-1(b).

(ii) Hourly fees. Commencing with work related to the drafting and

filing of this Motion, through the conclusion of the case OR at such time the

Movant becomes unable to pay because of the Debtors lack of available monies,

BuckleySandler will be paid 80% of its 2012 standard hourly rates. The current

hourly rates of BuckleySandler are attached to the Motion as Exhibit 3.

BuckleySandlers hourly rates are consistent with others in its market. See

Verified Statement of Special Counsel at 3. At such time the Movant becomes

unable to pay, BuckleySandler, at its sole discretion, may withdraw from its

representation with respect to only the Tax Claims and All Other Matters

referenced in Sections 5.B-F.

(iii) Expenses in connection with the respective employment of Special

Counsel. The Debtor will pay all expenses and advances relating to the Tax

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Claims and all other matters encompassed within this Motion, whether directly or

as billed by BuckleySandler or advanced directly by the Movant, through the

conclusion of the case OR at such time the Movant becomes unable to pay

because of the Debtors lack of available monies. At such time the Movant

becomes unable to pay BuckleySandlers expenses and advances relating to the

Tax Claims and All Other Matters referenced in Sections 5.B-F, BuckleySandler,

at its sole discretion, may withdraw from its representation with respect only to

the Tax Claims and All Other Matters referenced in Sections 5.B-F.

(iv) Contingent fees for Tax Recoveries. In addition to its discounted

hourly fees described in Section 8.B.(ii) above, any recoveries related solely to

the Tax Claims by the Movant in the form of cash, as and when payable, or

property (including deferred payments) as and when reduced to cash and

irrevocably received by the Movant, from litigation and/or settlement of the Tax

Claims (Tax Recoveries) shall be made as follows: BuckleySandler shall

receive 20% of such funds. The Debtor shall retain the balance (80%) for use in

accordance with applicable law.

9. Pursuant to section 327(e) of the Bankruptcy Code, a debtor in possession is

authorized to employ an attorney that has represented the debtor, if in the best interests of the

estate and if such attorney does not represent or hold any interest adverse to the debtor or to the

estate with respect to the matter on which such attorney is to be employed. 11 U.S.C. 327(e);

11 U.S.C. 1107(b) (modifying section 101(14) (definition of disinterested person) and

providing that a person is not disqualified for employment under section 327 of [the Bankruptcy

Code] by a debtor in possession solely because of such persons employment or representation of

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the debtor before the commencement of the case); see also In re Johnson, 21 B.R. 217 (Bankr.

D. Colo. 1982) (finding section 327 clearly applicable to a debtor in possession in a pending

Chapter 11 case).

10. By this Motion, the Movant seeks entry of an order pursuant to Bankruptcy Code

Sections 327 and 328 approving its employment and proposed compensation of BuckleySandler

as special counsel as set forth herein. Section 328(a) provides that a Movant may employ

attorneys on any reasonable terms and conditions of employment, including . . . on a contingent

fee basis. 11 U.S.C. 328(a). Contingent fee compensation arrangements based upon a

percentage of a litigation recovery have been allowed in Chapter 11 bankruptcy cases and are

appropriate in this case. See, e.g., Riker, Danzig, Scherer, Hyland & Perretti v. Official Comm.

of Unsecured Creditors (In re Smart World Techs., LLC), 552 F.3d 228, 234 (2d Cir. 2009); In re

Coho Energy, Inc., 395 F.3d 198, 201 (5th Cir. 2004); In re Lyttons, 832 F.2d 395 (7th Cir.

1988); In re Yablon, 136 B.R. 88, 92-93 (Bankr. S.D.N.Y. 1992); In re Knudsen Bros. Dairy,

Inc., 24 B.R. 418, 420 (Bankr. D. Conn. 1982). Courts approve contingency fee arrangements

based upon a percentage if they are reasonable in the circumstances. See In re Smart World

Techs., LLC, 552 F.3d at 232; In re James Calvin Belk Constr. Co., 11 B.R. 56, 61 (Bankr. N.D.

Miss. 1981).

11. The Movant has concluded that, based on present known circumstances and after

review of a litigation budget provided by BuckleySandler that can be made available (under seal)

to the Court upon request, the proposed arrangements, including the proposed contingency fee

arrangements for BuckleySandler, are reasonable, appropriate, and in the best interests of the

Debtor and its creditors based on a number of considerations.

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12. Based on the information in the Motion and the reputation and skills of the

attorneys proposed to handle these matters, the Movant believes that BuckleySandler has the

expertise and experience necessary to handle the many complex and contentious issues that are

likely to arise in this case and to maximize recoveries for the Debtor. This is a complex and

involved bankruptcy of a bank holding company of a large bank that was seized by the Office of

Thrift Supervision (OTS) and subsequently taken over by the FDIC as receiver. The

receivership and seizure order, issued on January 21, 2011, was the impetus behind the Ongoing

Litigation, which is currently pending in the U.S. District Court for the District of Columbia.

BuckleySandler represents the Debtor in the Ongoing Litigation, and to date has successfully (i)

defeated the OTS motion to dismiss [Case No.: 1:11-cv-00408-ABJ, Dkt. No. 32] and (ii)

moved to compel production of the administrative record [Case No.: 1:11-cv-00408-ABJ, June 8,

2011 Minute Order]. The lawsuit asserts that the Bank was, in fact, economically viable and

the seizure was arbitrary and capricious and demands that the court order the OTS to remove

the FDIC as receiver of the Bank. [Case No.: 1:11-cv-00408-ABJ, Dkt. No. 1].

13. Because BuckleySandler is currently representing the Debtor in the Ongoing

Litigation, and has been involved in such representation prior to that case being brought in

February 2011, its lawyers have developed a deep knowledge base not only in connection with

the Ongoing Litigation, but also with the financial affairs of the Debtor and its subsidiary Bank.

As such, retention of new counsel would require time consuming and expensive duplication of

many of their efforts in processing and understanding the information obtained so far.

14. A potentially significant asset of the Debtor is its claim to tax refunds, including

without limitation, claims to certain federal income tax refunds for the [2011] tax year equal to

an estimated $4.4 million (the Tax Refunds). BuckleySandler has significant experience in

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handling litigation of precisely this sort in connection with its role as special counsel to the

Chapter 7 Trustees in the cases of IndyMac Bancorp, Inc., BK-08-21752 (C.D. Cal.) and

TierOne Corporation, BK-10-41974 (D. Neb.). As such, BuckleySandler is well-positioned to

handle any litigation related to the Tax Refunds efficiently.

15. The contingency fee arrangements described above also reflect that

BuckleySandler will have lost opportunity costs due to the significant time and resources that it

anticipates needing to devote to this case to the preclusion of other engagements, which involve

far less risk. Based on the foregoing, the Movant has concluded that the proposed contingency

fee arrangements are reasonable, appropriate, and in the best interests of the Debtor and its

creditors.

16. The Movant believes that the fee arrangements set forth herein give it the

opportunity to obtain specialized, experienced, and skillful counsel with an incentive to

maximize recovery for the Movant, while preserving present resources to pay other professionals

for the work unrelated to the matters described herein, including the Ongoing Litigation. Both

the Movant and BuckleySandler recognize that, although the potential value of these causes of

action (and corresponding fees to special counsel) may be very significant, they also may prove

to be of modest value or valueless.

17. Except as otherwise ordered by the Court, BuckleySandler and/or the Movant will

file one or more fee applications seeking Court authority to receive compensation and

reimbursement of expenses from the Debtor consistent with the Motion and any orders of the

Court and applicable procedures established by the U.S. Trustee. To the extent any fees or

expenses paid to BuckleySandler are disallowed by this Court, BuckleySandler understands that

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such disallowed amounts may be ordered disgorged by BuckleySandler (as the case may be) and

returned to the Debtor.

18. Following the conclusion of the litigation prosecuted by BuckleySandler, the

Movant proposes that BuckleySandler file a final application requesting approval of its

contingent fees and accounting for all of its expense reimbursements.

WHEREFORE, the Movant respectfully requests that it be authorized to employ and

appoint the said law firm of BuckleySandler as special counsel for the Movant effective as of

March 2, 2012, on the terms and conditions set forth herein, and that it have such other and

further relief as is appropriate.

DATED: April 25, 2012

SENDER & WASSERMAN, P.C.

_/s/Harvey Sender_____________________Harvey Sender, #7546David V. Wadsworth, #32066David J. Warner, #387081660 Lincoln Street, Suite 2200Denver, Colorado 80264(303) 296-1999; (303) 296-7600 (fax)[email protected]@[email protected] for the Debtors-in-Possession

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Exhibit 1

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Case:12-13815-ABC Doc#:44-1 Filed:04/25/12 Entered:04/25/12 08:33:18 Page1 of 3


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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF COLORADO

IN RE:

UNITED WESTERN BANCORP, INC.,

Debtor.

))

)))

Case No. 1:12-bk-13815-ABC

Chapter 11

VERIFIED STATEMENT OF SPECIAL COUNSEL

Benjamin P. Saul hereby verifies and states as follows:

1. I am an attorney licensed to practice law in the District of Columbia, with my

principal place of business at BuckleySandler, LLP (BuckleySandler), 1250 24th Street, NW,

Suite 700, Washington, DC 20037, and am authorized to sign this Verified Statement on behalf

of said law firm.

2. To the best of my knowledge, neither I nor any of the attorneys in the firm of

BuckleySandler hold or represent any interest adverse to the Debtor in Possession in this matter

upon which they are to be engaged.

3. In connection with the Ongoing Litigation, as that term is defined in theMotion to

Employ the Law Firm of BuckleySandler LLP as Special Counsel Nunc Pro Tunc For Chapter

11 Debtor in Possession (Motion), BuckleySandler received three payments for certain fees

and expenses from the Movant: (a) a payment of $200,000 on January 24, 2011, (b) a payment of

$25,000 on September 21, 2011, and (c) a payment of $25,000 on December 29, 2011.

Notwithstanding these payments, as of the Debtor in Possessions petition date, BuckleySandler

had incurred approximately $410,038.62 in unpaid fees and expenses in connection with the

Ongoing Litigation. Between the petition date and the date of this Motion, BuckleySandler has

incurred an additional approximately $147,775 in unpaid fees and expenses due to the continuing

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Exhibit 2

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www.BuckleySandler.com

PRACTICE AREAS

Anti-Money Laundering &

Bank Secrecy Act

Bankruptcy Trustee

Class Actions

Complex Civil Litigation

Congressional Investigations

Fair & Responsible Banking

Foreign Corrupt Practices Act

& Anti-Corruption

Government Enforcement

Litigation

Mortgages

Regulatory Examinations

State Attorneys General

Unfair, Deceptive & Abusive

Acts and Practices

BAR ADMISSIONS

District of Columbia

Maryland

New York

Pennsylvania

U.S. District Court (DC, MD)

U.S. Court of Appeals (1st, 5th,

7th, 8th, 10th, and DC Circuits)

1250 24th Street, NW

Suite 700

Washington, DC 20037

T 2023498001

F 2023498080

ANDREW L. SANDLER

Chairman and Executive Partner [email protected]

Andrew L. Sandler, Chairman and Executive Partner of BuckleySandler LLPand Chief Executive Officer of Treliant Risk Advisors LLP, is a recognized

leader in financial services litigation, enforcement, regulation and compliance.

He also serves as a strategic legal advisor to many leading banks and thrifts,

mortgage and consumer finance companies, and credit card issuers.

A wide range of financial services companies look to Mr. Sandler for strategic

advice and to help them navigate complex litigation and civil and criminal

investigations and examinations by federal and state enforcement and bank

regulatory agencies. Mr. Sandler has been the lead defense counsel in more than

80 class action cases. He has represented many financial institutions and other

corporate entities in Fair Lending, AML/BSA, Mortgage Fraud, False Claims Act

and Foreign Corrupt Practices Act investigations and litigation. He is frequentlyconsulted on regulatory issues related to bank mergers and acquisitions. Mr.

Sandler also often represents officers and directors with respect to regulatory

proceedings related to troubled or failed banks.

As Chief Executive Officer of Treliant Risk Advisors, Mr. Sandler leads a multi

disciplinary firm that provides consulting, compliance, and transaction advisory

assistance to the financial services industry.

Chambers USA has consistently recognized Mr. Sandler as a one of Americas

Leading Lawyers in the Financial Services Industry. He currently holds

Chambers USAs top rating in the areas of Financial Services Regulation

Banking Enforcement & Investigations and Consumer Finance Compliance.

Mr. Sandler also is consistently recognized in Best Lawyers, including hiscurrent recognition as one Washington D.C.s Top 100 Lawyers. He has been

named one of Washington, D.C.s Top Financial Services Lawyers by

WashingtonianMagazine and in June 2010, Legal Times named him a Legal

Visionary for his role in founding BuckleySandler.

Mr. Sandler is an active participant in community and professional organizations.

He serves on the Board of Advisors for the American Association of Bank

Directors and has had many leadership roles in the Litigation and Business Law

Sections of the American Bar Association including Chair of the Consumer and

Civil Rights Committee and Vice Chair of the Banking Law Committee. He is

President of the Financial Literacy Foundation, serves on the National Board of

Directors of the Cancer Support Community and the Board of the Kolar CharitableFoundation of BuckleySandler LLP. He is also a member of the Parents Council of

Tulane University.

Mr. Sandler received his J.D. from the University of Pennsylvania Law School,

an M.B.A. from the University of Pennsylvania, Wharton School, an M.A. from

the University of Warwick (U.K.) (Rotary Foundation Fellow), and a B.A. from

Union College.

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PRACTICE AREAS

Anti-Money Laundering &

Bank Secrecy Act

Appellate

Bank Director & Officer DefenseClass Actions



False Claims Act

Federal Trade Commission

Foreign Corrupt Practices Act

& Anti-Corruption


Litigation

Privacy & Data Security

Securities Litigation &

EnforcementTroubled Banks

White Collar

BAR ADMISSIONS


Pennsylvania

U.S. District Court (AZ, DC,

MA, Eastern MO, Southern

OH, Eastern PA, Eastern,

Southern, & Western TX)

U.S. Court of Appeals (1st, 2nd,

3rd, 5th, 7th, 8th, 9th, 10th, DC,

and Federal Circuits)

U.S. Supreme Court


Suite 700


T 2023497940

F 2023498080

SAMUEL J. BUFFONE

Partner [email protected]

Samuel J. Buffone is a partner in the Washington, DC office of BuckleySandler

LLP. He has more than 35 years of experience representing individual and

corporate clients in high-stakes criminal and complex civil litigation and

enforcement matters throughout the United States.

Mr. Buffone has broad experience in a variety of grand jury, trial and appellate

matters, including RICO, bank fraud, securities fraud, money laundering, False

Claims Act, mail and wire fraud, Foreign Corrupt Practices Act, and

procurement fraud cases. He is particularly noted for his criminal appellate

work. In 2009, Mr. Buffone argued and won an appeal in the United States

Supreme Court barring further prosecution of a former Enron executive on

double jeopardy grounds. Yeager v. United States, 129 S.Ct. 2360 (2009).

Mr. Buffone has an active international practice, representing foreign

companies and individuals in proceedings in the United States, and American

companies and individuals in proceedings throughout the world. He has

represented clients in major criminal enforcement initiatives ranging from

ABSCAM to Enron. Recently he has been involved in trials and investigations

relating to the Internet and electronic media including financial information data

breaches, data privacy and securities fraud relating to high tech products and

services.

Mr. Buffone served as Chairman of the Committee on the United States

Sentencing Commission of the ABAs Criminal Justice Section and Vice-

Chairman of the ABAs RICO, Forfeiture and Civil Remedies Committee. He

was founder and chairman of the Practitioners Advisory Group to the U.S.

Sentencing Commission. He also served as an advisor to the American Indian

Policy Review Commission. Mr. Buffone writes and lectures widely on criminal

and civil enforcement topics.

Prior to joining BuckleySandler, Mr. Buffone was co-head of the Government

Enforcement Practice Group at Ropes & Gray. Mr. Buffone was a founding

partner in the Washington, D.C. law firm Tigar & Buffone. Mr. Buffone served

as a law clerk to Judge Francis L. Van Dusen of the United States Court of

Appeals for the Third Circuit.

Mr. Buffone received his J.D. from Georgetown University Law Center in 1971

and a B.A. from the University of Pittsburgh in 1968.

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PRACTICE AREAS

Bank Director & Officer Defense

Bankruptcy Trustee

Class Actions



Consumer Financial

Protection Bureau

Fair & Responsible Banking

Federal Trade Commission


Litigations

Mortgages

Regulatory Examinations

State Attorneys General

Unfair, Deceptive & Abusive

Acts and Practices

White Collar

BAR ADMISSIONS


Maryland

Massachusetts

U.S. District Court (DC, MD)

U.S. Court of Appeals (DC)


Suite 700


T 2023498018

F 2023498080

BENJAMIN P. SAUL

Partner [email protected]

Benjamin P. Saul, a Partner at BuckleySandler LLP, has a nationwide practicerepresenting corporate and individual clients in high-stakes administrative

enforcement and criminal matters, private civil and class action litigation, and

parallel proceedings involving private litigants and federal and state

enforcement authorities. He also conducts corporate internal investigations

and advises financial services and other clients on compliance issues and

programs. He has represented clients in matters initiated by the Congress,

DOJ, CFPB, HUD, FTC, SEC, federal and state banking authorities, and state

attorneys general.

Mr. Saul's matters have concerned a broad range of consumer finance issues,

including lending, servicing, and securitization practices as well as credit

reporting, consumer privacy, and data security. He also has advised clients onwhite collar criminal matters, including money laundering and mortgage fraud,

as well as securities, corporate fiduciary duty, and other business litigation

matters. Mr. Saul has extensive experience counseling troubled banks, bank

holding companies, and their boards of directors and officers on complex

regulatory, litigation, enforcement and personal liability issues.

Mr. Saul is a member of the Board of Editors of the Review of Banking &

Financial Services. He also is active in the Litigation and Business Law

sections of the American Bar Association, and is currently the Co-Editor of the

Banking Law Committee Journal and Chair of the Consumer Litigation

Committee's Editorial Board. Mr. Saul speaks and publishes regularly on

various topics of interest to financial institutions and other financial services

companies.

Prior to joining BuckleySandler LLP at its inception in 2009, Mr. Saul was a

financial services and business litigator at Skadden, Arps, Slate, Meagher &

Flom LLP. He has also served as a law clerk to the Honorable John M.

Steadman (Court of Appeals, District of Columbia), and worked as an

Economic Analyst at the investment firm Loomis, Sayles & Company.

Mr. Saul received his J.D. from American University (magna cum laude),

where he was a Karl Scholar, Mussey-Gillett Fellow, Editor of American

University Law Reviewand President of the Moot Court Board. He received

his B.A. from the University of Pennsylvania (with Honors).

4



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Exhibit 3

1



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Suite 700


t 202.349.8000

f202.349.8080

Doc.#1347364 BuckleySandlerLLP BillingRates

2012 StandardBilling Rates

2012 StandardRate

Senior Partner $1,080

Partner I $960

Partner II $880

Partner III $790

Senior Counsel $780

Counsel / Of Counsel $740

Senior AssociateLevel II (5+ years)

$680

Senior AssociateLevel I (5+ years)

$640

Junior Associate

(2 - 4 years)

$490

1st Year Associate $310

Regulatory Attorney $260

Staff Attorney $220

Legal Assistants $195-$215

2



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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF COLORADO

In re: )

)UNITED WESTERN BANCORP, INC. ) Case No. 12-13815 ABC

) Chapter 11

Debtor. )______________________________________ )

)

In re: )

)MATRIX BANCORP TRADING, INC. ) Case No. 12-13822 SBB

) Chapter 11

Debtor. )______________________________________ )

)

In re: )

)MATRIX FUNDING CORP. ) Case No. 12-13824 ABC

) Chapter 11

Debtor. )) Jointly Administered Under

) Case No. 12-13815 ABC_____________________________________________________________________________

ORDER GRANTING MOTION TO EMPLOY THE LAW FIRM OF

BUCKLEYSANDLER, LLP AS SPECIAL COUNSEL NUNC PRO TUNC FOR

CHAPTER 11 DEBTOR IN POSSESSION

______________________________________________________________________________

This matter having come before the Court on United Western Bancorp, Inc.s Motion to

Employ BuckleySandler, LLP, as Special Counsel Nunc Pro Tunc for Chapter 11 Debtor in

Possession (Motion to Employ), notice of the Motion to Employ having been served pursuantto L.B.R. 2002-1, no objection having been filed, and being fully advised in the premises, the

Court

HEREBY ORDERS that the above referenced United Western Bancorp, Inc.s Motion to

Employ BuckleySandler, LLP, as Special Counsel Nunc Pro Tunc for Chapter 11 Debtor in

Possession (Motion to Employ), is GRANTED nunc pro tunc March 2, 2012. It is

FURTHER ORDERED that BuckleySandler, L.L.P. shall receive fees and

reimbursement of costs for services performed as set forth in the Motion to Employ.

Dated this ____ day of _______________, 2012.

BY THE COURT

___________________________________


uwbkq bk 4-25-2012 motion to employ the law firm of buckleysandler, llp

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