                                                         FILED
                                                          OCT 3 2013
 1
                                                      SUSAN M. SPRAUL, CLERK
 2                                                      U.S. BKCY. APP. PANEL
                                                        OF THE NINTH CIRCUIT
 3                  UNITED STATES BANKRUPTCY APPELLATE PANEL
 4                            OF THE NINTH CIRCUIT
 5   In re:                        )      BAP No. NC-12-1482-DJuPa
                                   )
 6   GROTH BROTHERS OLDSMOBILE,    )      Bk. No. 11-45396-RLE
     INC., dba Groth Brothers      )
 7   Chevrolet,                    )
                                   )
 8                  Debtor.        )
     ______________________________)
 9                                 )
     GROTH BROTHERS OLDSMOBILE,    )
10   INC.,                         )
                                   )
11                  Appellant,     )
                                   )
12   v.                            )      M E M O R A N D U M1
                                   )
13   JOHN T. KENDALL, TRUSTEE;     )
     GREEN VALLEY CORPORATION;     )
14   BORDONI RANCH, LLC,           )
                                   )
15                  Appellees.     )
     ______________________________)
16
                 Argued and Submitted on September 20, 2013
17                      at San Francisco, California
18                          Filed - October 3, 2013
19             Appeal from the United States Bankruptcy Court
                   for the Northern District of California
20
         Honorable Roger L. Efremsky, Bankruptcy Judge, Presiding
21
22   Appearances:     William L. Needler argued for himself and
                      Appellant William F. Ghiringhelli; Johnson C. W.
23                    Lee argued for Appellee John T. Kendall, chapter 7
                      trustee.
24
25   Before:   DUNN, JURY and PAPPAS, Bankruptcy Judges.
26
          1
27          This disposition is not appropriate for publication.
     Although it may be cited for whatever persuasive value it may
28   have (see Fed. R. App. P. 32.1), it has no precedential value.
     See 9th Cir. BAP Rule 8013-1.
 1        Sorting out the parties in this appeal requires an
 2   explanation.   Although this appeal is captioned with Groth
 3   Brothers Oldsmobile, Inc. (“Groth”) as the appellant, Groth is
 4   currently a chapter 72 debtor, and its role in this appeal is
 5   purely passive.   The active appellants are William L. Needler of
 6   Needler Law P.C. (“Needler”) and William F. Ghiringhelli of the
 7   Law Offices of William F. Ghiringhelli (“Ghiringhelli”), who are
 8   appealing the bankruptcy court’s denial of their employment nunc
 9   pro tunc as Groth’s chapter 11 counsel.    (Needler and
10   Ghiringhelli are collectively referred to herein as Appellants.)
11   Likewise, although John T. Kendall, the chapter 7 trustee for
12   Groth (“Trustee”), Green Valley Corporation (“Green Valley”) and
13   Bordoni Ranch, LLC (“Bordoni Ranch”) all are listed as appellees,
14   only the Trustee has participated actively in this appeal.    We
15   AFFIRM.
16                          I.   FACTUAL BACKGROUND
17        At the outset, we are concerned that the Appellants did not
18   provide us with a complete or adequate record in this appeal.      It
19   is the appellant’s burden generally to provide a record that is
20   adequate for purposes of appellate review.       See, e.g.,
21   Rule 8009(b); Kritt v. Kritt (In re Kritt), 190 B.R. 382, 387
22   (9th Cir. BAP 1995).   We particularly are concerned that
23
          2
            Unless otherwise indicated, all chapter and section
24
     references are to the federal Bankruptcy Code, 11 U.S.C. §§ 101-
25   1532, and all “Rule” references are to the Federal Rules of
     Bankruptcy Procedure, Rules 1001-9037. The Local Rules of the
26   District Court for the Northern District of California are
27   referred to as “LR’s” and the Local Rules for the Bankruptcy
     Court for the Northern District of California are referred to as
28   “LBR’s.”

                                       -2-
 1   Appellants did not provide us with a number of documents from the
 2   record that were filed in opposition to their positions taken
 3   before the bankruptcy court.   See Burkhart v. FDIC
 4   (In re Burkhart), 84 B.R. 658, 661 (9th Cir. BAP 1988)
 5   (“Appellants should know that an attempt to reverse the trial
 6   court’s findings of fact will require the entire record relied
 7   upon by the trial court be supplied for review.”).    Fortunately,
 8   the Trustee has supplied sufficient missing documents that we can
 9   conduct a meaningful review in this appeal.3
10   A.   Groth’s operations preceding its bankruptcy filing.
11         Some understanding of Groth’s history and the difficulties
12   it encountered leading up to and following its bankruptcy filing
13   is necessary to provide context for the issues raised in this
14   appeal.   Groth Brothers Oldsmobile, Inc. dba Groth Brothers
15   Chevrolet was established and had been operating as a Chevrolet
16   Automotive Dealer in Livermore, California since 1934.
17   Unfortunately, like many other automobile dealerships, Groth
18   suffered a significant downturn in its business during the
19   recession of recent years.   At some point in 2010, Groth lost its
20   flooring line of credit with General Motors Acceptance
21   Corporation (“GMAC”).   Without credit from GMAC, Groth was unable
22   to secure financing to acquire new automobile inventory.   In
23
24         3
            The Trustee also argues that this appeal should be
25   dismissed for Appellants’ late filing of their opening brief
     after two extensions had been granted. See Trustee’s Brief at
26   10. Appellants’ Opening Brief ultimately was filed five days
27   after the second granted extension expired. We exercise our
     discretion to waive that procedural defect and proceed to
28   consider the substance of this appeal.

                                     -3-
 1   order to acquire a limited supply of new vehicles, Groth depended
 2   for a time on loans from its owners.    However, by the time of its
 3   bankruptcy filing, Groth’s operations were essentially limited to
 4   the operations of its service department and body shop and sales
 5   of vehicles on consignment.
 6   B.   Groth’s short sojourn in chapter 11.
 7         Groth filed its petition under chapter 11 on May 18, 2011.
 8   In its original filed schedules, Groth listed personal property
 9   assets with a total asserted value of $2,579,501.43, including
10   $2,000,000 for Groth’s Chevrolet Automobile Franchise.    The only
11   secured debt listed was a $359,324.52 Internal Revenue Service
12   (“IRS”) lien that Groth questioned as a potential preference.
13   However, Groth listed other tax debt on its Schedule E totaling
14   $877,818.71, including $738,901.78 of additional debt to the IRS.
15   General unsecured debts listed in Groth’s Schedule F totaled
16   $2,426,344.98.   In its Statement of Financial Affairs (“SOFA”),
17   Groth listed payments to its owners and their relatives totaling
18   $436,763.64 during the year preceding its bankruptcy filing.4
19         Groth filed a proposed plan of reorganization (“Initial
20   Plan”) along with its petition.     However, in the Article of the
21   Initial Plan titled “Means and Execution of the Plan,” Groth
22   merely stated that it would “continue its sale of new and used
23   cars and continue to operate its body shop and extensive service
24   facilities” while it investigated selling its dealership
25   franchise.
26
           4
27          Amended schedules and an amended SOFA were filed on
     June 5, 2011, but the amendments did not change the information
28   set forth above from the original schedules and SOFA.

                                       -4-
 1           Following the § 341(a) meeting, the bankruptcy court held a
 2   status conference (“Status Conference”) in the case on June 28,
 3   2011.    At the Status Conference, Needler appeared in behalf of
 4   Groth and advised the bankruptcy court that, “We’re operating in
 5   the black,” and Groth was investigating both a potential sale of
 6   the dealership franchise and obtaining new floor financing.
 7   Needler further reported,
 8           I think we can have a workable, feasible plan on file
             by 60 days. We may precede that with a [sale] motion
 9           under [section] 363, which would be an avenue to get
             this thing moving faster.
10
11   June 28, 2011 Hr’g Tr. at 4:16-19.
12           Counsel for the United States Trustee (“UST”) saw things
13   very differently.    Based on information received from Groth’s
14   principal at the initial debtor interview and the § 341(a)
15   meeting, the UST’s understanding was that Groth was operating “at
16   about a $30,000-a-month loss.”    Only nine cars were left in
17   inventory.    Groth was not making lease payments for its
18   facilities, and it was not making current contributions to its
19   union pension plan.    The UST was preparing a motion to convert
20   the case.
21           I know that Mr. Needler believes that the debtor needs
             to sell it in Chapter 11. And I think that they need
22           to do that very, very quickly, if just to get that done
             before a hearing on a motion to convert because there’s
23           no – there’s no possibility of reorganization here.
24   June 28, 2011 Hr’g Tr. at 165:20-24.
25           At the Status Hearing, Needler also gave the bankruptcy
26   court a preview of potential floor financing for Groth.
27           I basically have a letter of intent. It’s at 14- to
             16-percent interest. It provides for us to borrow
28           $2.5 million for a floor plan, of which a hundred

                                       -5-
 1        vehicles would be used, 50 vehicles would be new. The
          problem is . . . that the fee, the upfront fee involved
 2        is roughly $75,000. So I’m not sure that Your Honor
          would approve of such a floor plan, but it’s the only
 3        [one] that we’ve been able to come up with.
 4   June 28, 2011 Hr’g Tr. at 169:17-24.    Needler further conceded
 5   that Groth’s schedules did not support an ability to reorganize.
 6   The potential for reorganization would depend on the value of
 7   Groth’s dealership franchise.
 8        The UST filed a motion to convert or dismiss (“Conversion
 9   Motion”) Groth’s chapter 11 case on July 11, 2011.   The reasons
10   given in support of the Conversion Motion included the following:
11        1) Groth had lost its floor financing from GMAC in March
12   2010 and had not been able to obtain replacement floor financing.
13        2) Groth reported only $21,680 in available cash on its
14   Schedule B, its cash having been depleted by distributions to
15   insiders for repayment of unsecured loans, compensation and
16   dividends/draws.   In item 3(c) of its SOFA, Groth reported that
17   it had made payments to five insiders totaling $436,763 in the
18   year preceding its bankruptcy filing.
19        3) Groth’s President Robin Groth-Hill had consistently paid
20   herself a weekly salary of $2,600 but had recharacterized the
21   payments as credits against her loans to Groth, consequently not
22   paying payroll tax on her compensation and not accounting for
23   these payments as wages for income tax purposes.
24        4) A judgment for $387,489, that was being appealed, had
25   been entered against Groth in union litigation on May 12, 2011.
26   However, in addition to the judgment, Groth owed the union’s
27   pension plan $1.3 million for Groth’s share of unfunded pension
28   liabilities.

                                     -6-
 1        5) Groth admitted owing $1,237,143 in tax liabilities to
 2   state and federal taxing authorities in its schedules.    Groth
 3   further had failed to pay payroll tax payments to the IRS and the
 4   state of California since 2009.
 5        6) Groth’s monthly operating losses in chapter 11 would
 6   exceed $40,000.
 7        Based on the foregoing, the UST argued that Groth was
 8   incurring substantial continuing losses from operations and
 9   diminution of the estate and had no reasonable likelihood of
10   reorganizing its affairs in chapter 11.
11        On July 24, 2011, Groth filed an emergency motion
12   (“Financing Motion”) to approve floor financing and a capital
13   loan (“Emergency Financing”).   Attached as “Group Exhibit A” to
14   the Financing Motion was a letter agreement for the Emergency
15   Financing.   According to its terms, the Emergency Financing
16   totaled $3,000,000, $2,500,000 for floor financing and $500,000
17   for working capital, bearing interest at 12% per annum, maturing
18   in twelve months, with a possible six months extension.    The loan
19   fee would be $65,000.   In addition, the lender would receive a
20   warrant to purchase up to 20% of Groth’s outstanding stock “for a
21   nominal price,” $0.01 per share, that Groth would be able to
22   repurchase from the lender for up to one year following its
23   reorganization in chapter 11 for $50,000, so long as any
24   outstanding portion of the working capital loan component of the
25   Emergency Financing was paid in full at the same time.    Needler
26   characterized the warrant as, “It’s really – it’s really 20
27   percent, really, for nothing.   That’s really what it is.”
28   July 27, 2011 Hr’g Tr. at 226:21-22.

                                       -7-
 1        A hearing (“Financing Hearing”) on Groth’s Financing Motion
 2   was held on July 27, 2011.   General Motors, LLC (“GM”) objected
 3   to the Emergency Financing proposal based on the 20% equity
 4   transfer provided for in the letter agreement and warrant.
 5   Counsel for GM noted that its dealer agreement with Groth
 6   provided that any ownership transfer was subject to GM’s
 7   approval.   GM was not familiar with the new proposed
 8   lender/equity holder and had “no basis to consider let alone
 9   approve” the proposed equity transfer.   In addition, GM argued
10   that the letter agreement for the Emergency Financing was
11   deficient in that it did not specify line of credit arrangements
12   with a financial institution that GM would be allowed to draw
13   against as it supplied vehicle inventory.
14        Noting that there was no evidentiary support for the
15   Financing Motion in terms of supporting declarations, the
16   bankruptcy court denied the Financing Motion.
17        But to say that you want to approve this deal, with no
          evidence to support it, you’re going to take a
18        $3 million loan out, you’re going to pay it back in a
          year at 12 percent interest, you’re paying $65,000
19        upfront, and you’re effectively giving 20 percent of
          the business away, or $400,000 if the value is
20        $2 million, without doing a notice of sale and then
          complying with the Guidelines? No. And so I’m saying
21        – all I’m going to say today is the motion is denied
          and I’m going to leave it at that.
22
23   July 27, 2011 Hr’g Tr. at 230:19-25; 231:1-2.
24        Groth filed its opposition (“Opposition”) to the Conversion
25   Motion on August 10, 2011.   Noting the denial of its Financing
26   Motion, Groth stated that it had negotiated an agreement to sell
27   its business to Green Roads, L.L.C. (“Green Roads”), for
28   $1,600,000, $1,000,000 for its dealership franchise and $600,000

                                     -8-
 1   for the balance of its assets.    Groth argued that, as the primary
 2   owners of Green Roads already owned a Chevrolet dealership, Groth
 3   did not expect any difficulty in securing GM’s approval for the
 4   sale.    Part of the proposed deal, “to provide future incentives,”
 5   would be to give a total 30% equity interest in Green Roads to
 6   two Groth insiders, Robin Groth-Hill, Groth’s President, and
 7   David Groth, who managed Groth’s body shop.    Groth hoped to file
 8   a motion to approve the proposed sale within the next five days
 9   and further hoped that the motion could be heard on an expedited
10   basis.    In conjunction with the proposed sale, Groth would be
11   filing a liquidating plan shortly.
12           Groth argued that its proposed sale would be in the best
13   interests of its creditors and the estate because it would
14   preserve value for the dealership franchise that otherwise would
15   be lost in a chapter 7 liquidation.     Groth did not contest the
16   UST’s arguments that Groth was experiencing substantial
17   continuing losses and diminution of the estate postpetition.
18   However, it argued that its projected sale and liquidating plan
19   satisfied the reorganization objective of chapter 11, maximizing
20   the distributions that would be available to creditors.
21           The UST filed a reply (“Reply”) to the Opposition on
22   August 17, 2011.    At the outset, the UST noted that the promised
23   sale motion had not been filed by Groth.    The UST further noted
24   that from its filed monthly operating reports, Groth’s financial
25   condition was deteriorating, and it was unable to pay its
26   postpetition financial obligations.
27           Groth filed an emergency motion (“Sale Motion”) to sell its
28   dealership franchise and all other assets free and clear of liens

                                       -9-
 1   under § 363 on August 19, 2011.     As indicated in the Opposition,
 2   the proposed sale was to Green Roads for $1,600,000.    The Sale
 3   Motion was supported by a copy of a nonbinding letter of intent,
 4   attached as Exhibit 2 to the Sale Motion.    Needler’s supporting
 5   declaration advised that counsel for the principal of Green Roads
 6   was contacting GM to obtain tentative approval for the proposed
 7   sale.    Both the Sale Motion and Needler’s declaration advised
 8   that Robin Groth-Hill and David Groth would receive a 30% equity
 9   ownership interest in Green Roads.
10           On August 19, 2011, the UST opposed the Sale Motion on the
11   following grounds:
12           1) Under Rule 2002(a), a proposed sale of estate property
13   outside the ordinary course of business must be noticed to all
14   creditors of the estate.    Groth noticed only its list of twenty
15   largest creditors.
16           2) Throughout the case, Groth had maintained that its
17   business was worth at least $2 million; yet, the proposed sale
18   was for only $1.6 million.    On its face, there was no explanation
19   for the lower price, except that insiders of Groth were to
20   receive a 30% equity interest in the proposed buyer.    The
21   expedited consideration of the Sale Motion requested by Groth
22   would not allow for sufficient investigation of the proposed sale
23   transaction by interested parties.
24           On August 22, 2011, Groth filed a further memorandum in
25   support of the Sale Motion.    While side-stepping the notice issue
26   raised by the UST, Groth urged the proposed sale as supported by
27   good business reasons, i.e., it would allow for continued
28   employment of Groth’s employees, would include payment of

                                       -10-
 1   $1 million for “Blue Sky” (Groth’s dealership franchise), and
 2   would include an additional $600,000, which nearly approximated
 3   the value for Groth’s other assets as stated in its schedules.
 4   On August 23, 2011, Groth filed its amended plan of
 5   reorganization, incorporating the proposed $1.6 million sale to
 6   Green Roads.   On the same date, Groth also filed an amended
 7   certificate of service, reflecting service of the Sale Motion on
 8   all parties with addresses on Groth’s mailing matrix on August
 9   19, 2011.
10         Groth requested an expedited hearing on the Sale Motion.
11   Groth’s motion for expedited hearing was denied by order entered
12   on August 19, 2011.
13         On August 23, 2011, the bankruptcy court held a hearing
14   (“Conversion Hearing”) on the Conversion Motion and granted the
15   motion.   Neither of the Appellants nor any other representative
16   of Groth appeared at the Conversion Hearing.   At oral argument,
17   Needler advised that he had tried, but had been unable to connect
18   to the Conversion Hearing by telephone.
19         An order converting Groth’s chapter 11 case to chapter 7 was
20   entered on August 24, 2011.   The Amended Report of Unpaid
21   Chapter 11 Debtor-in-Possession Expenses, filed by Needler on
22   September 16, 2011, reflected the following unpaid postpetition
23   expenses of Groth, totaling $458,296.09 as of the conversion
24   date: a) wages and vacation pay – $62,987.82; b) unsecured vendor
25   payables – $261,518.27; and c) unpaid taxes – $133,790.00.     The
26   conversion order was not appealed.
27   ///
28   ///

                                     -11-
 1   C.   Appellants’ efforts to obtain approval of employment as
          Groth’s chapter 11 counsel.
 2
 3           On May 23, 2011, Needler filed his application for pro hac
 4   vice admission that was approved by order entered on May 26,
 5   2011.
 6           Groth filed an application to employ Needler as its lead
 7   attorney in the chapter 11 case, supported by Needler’s
 8   declaration, on May 27, 2011.    In his Disclosure of Compensation,
 9   Needler disclosed a retainer of $45,000.     In its SOFA, Groth
10   stated that prepetition, it had paid Needler $20,000 “against a
11   Corporate Retainer of $45,000 plus $1,039 Filing Fee.”
12           On June 3, 2011, the UST objected to Needler’s employment
13   application on the following grounds: 1) The application made no
14   statement as to whether Needler had any prepetition ties to
15   Groth.    2) No application of Ghiringhelli for employment as
16   Needler’s local co-counsel had been filed.     3) A copy of
17   Needler’s Retainer Agreement with Groth was not attached to the
18   application.    4) The application did not adequately describe
19   funds received from Groth and the financial terms for Needler’s
20   employment.    5) After citing three prior disgorgement orders
21   directed against Needler in other cases, the UST wanted an
22   explanation as to “why out of state counsel is necessary in this
23   case, how travel expenses would be dealt with and why his
24   employment would benefit the estate given his past performance in
25   other cases.”    6) Needler did not serve a copy of his proposed
26   employment order on the UST.
27           Ghiringhelli’s application for employment as Groth’s co-
28   counsel was filed on June 19, 2011.      In his application for

                                       -12-
 1   employment, supported by his declaration, Ghiringhelli advised
 2   that while he had no experience in chapter 11 matters, he was a
 3   CPA, and he previously had represented Groth with regard to other
 4   legal issues, including tax matters.   He further advised that he
 5   was a disinterested person and did not represent any interests
 6   adverse to Groth.
 7        At the Status Conference, the bankruptcy court noted that
 8   Needler’s employment application was scheduled for hearing the
 9   following day, but the bankruptcy court would not approve his
10   employment until California co-counsel was approved as well.
11   Accordingly, Needler needed to tie his application for employment
12   in with Ghiringhelli’s, and both should be set for hearing
13   together.   Needler agreed to continue the hearing on his
14   employment application.
15        On June 30, 2011, the UST objected to Ghiringhelli’s
16   employment application, incorporating by reference its objections
17   to Needler’s application, but also objecting based on
18   Ghiringhelli’s failure to include a copy of his retainer
19   agreement with the application, and Ghiringhelli’s further
20   failure to submit a proposed order.
21        On July 24, 2011, Ghiringhelli filed his “ATTORNEY-CLIENT
22   FEE CONTRACT.”
23        Needler’s employment application was on the calendar for
24   consideration at the Financing Hearing, but the bankruptcy court
25   noted that Ghiringhelli’s employment application, which had been
26   objected to by the UST, had not been scheduled for hearing.    The
27   bankruptcy court reiterated what it had stated at the Status
28   Hearing, namely that it would not approve Needler’s employment

                                     -13-
 1   until the employment of his California co-counsel was approved.
 2   Accordingly, the bankruptcy court suggested that both employment
 3   applications be set for hearing at the same time, and in the
 4   meantime, Needler could talk with the UST in the hope that any
 5   issues as to employment approval could be resolved.   Needler
 6   subsequently filed an “emergency” motion to have his and
 7   Ghiringhelli’s employment applications heard together on
 8   August 10, 2011.   The hearing on Needler and Ghiringhelli’s
 9   employment applications and the UST’s objections thereto was
10   scheduled for August 24, 2011 at 2:00 pm.
11        Ghiringhelli filed an amended employment application,
12   advising that his representation of Groth would be limited to
13   questions of state law and tax law, on August 15, 2011.    In the
14   meantime, the UST had filed an amended objection to
15   Ghiringhelli’s employment application on August 2, 2011.
16         As noted above, the UST’s Conversion Motion was granted on
17   August 23, 2011, and the August 24, 2011 hearing on Needler and
18   Ghiringhelli’s employment applications was removed from the
19   calendar.
20        On September 3, 2011, Needler filed a motion
21   (“Reconsideration Motion”) to “reconsider, amend, modify and
22   vacate” the bankruptcy court’s decision to cancel the hearing on
23   Needler and Ghiringhelli’s applications for approval of
24   employment.   Needler asserted that removing the hearing on the
25   employment applications from the calendar was unfair, and his and
26   Ghiringhelli’s employment applications should be approved nunc
27   pro tunc to Groth’s chapter 11 filing date, May 18, 2011,
28   effective immediately.   The UST opposed the Reconsideration

                                     -14-
 1   Motion, essentially arguing that nothing in the Reconsideration
 2   Motion and its supporting papers adequately refuted the UST’s
 3   filed objections to the employment of Needler and Ghiringhelli.
 4        Needler filed a supplemental memorandum in support of the
 5   Reconsideration Motion, setting forth in detail the efforts
 6   Needler and Ghiringhelli had made to obtain employment as Groth’s
 7   chapter 11 counsel and focusing on his experience in various
 8   federal courts and in representing multiple automotive
 9   dealerships in chapter 11 bankruptcy proceedings.
10        The bankruptcy court held a hearing (“Reconsideration
11   Hearing”) on the Reconsideration Motion on October 12, 2011.       At
12   the Reconsideration Hearing, the bankruptcy court emphasized that
13   it never had ruled on Needler and Ghiringhelli’s employment
14   applications.   The scheduled hearing on the employment
15   applications simply had been taken off calendar as a result of
16   the conversion of Groth’s chapter 11 case.    “So there is no order
17   to vacate, modify or reconsider at this juncture.”    October 12,
18   2011 Hr’g Tr. at 4:8-9.   The bankruptcy court went on to deny the
19   Reconsideration Motion without prejudice, referring Needler to
20   the Ninth Circuit’s decision in Atkins v. Wain, Samuel & Co.
21   (In re Atkins), 69 F.3d 970 (9th Cir. 1995), as setting forth the
22   factors that Needler would need to address in moving for nunc pro
23   tunc approval of the employment applications.    The bankruptcy
24   court then advised that such a motion should be set for hearing
25   on appropriate notice.
26        On January 29, 2012, Needler filed an application for
27   approval of fees and expenses as a chapter 11 administrative
28   expense in Groth’s chapter 7 case.     Needler requested fees of

                                     -15-
 1   $115,978.32 and reimbursement of expenses of $8,310.35, for a
 2   total of $124,288.67.   Needler later increased his request for
 3   approval of fees and costs by $52,826.94, for an ultimate total
 4   request of $177,115.61.
 5        Needler filed a motion for rehearing (“Rehearing Motion”) of
 6   Needler and Ghiringhelli’s applications for employment as Groth’s
 7   chapter 11 counsel nunc pro tunc to the petition date on
 8   January 30, 2012.   In the Rehearing Motion, Needler requested the
 9   bankruptcy court to reconsider its action in removing the
10   August 24, 2011 hearing on Needler and Ghiringhelli’s
11   applications for employment from the calendar and “[f]or such
12   other and further Relief as is just and Equitable under the
13   circumstances.”   As support for the Rehearing Motion, Needler
14   refiled the Reconsideration Motion with its supporting papers.
15   On February 7, 2012, Needler filed a memorandum (“Rehearing
16   Memorandum”) in further support of the Rehearing Motion.     In the
17   Rehearing Memorandum, Needler recapitulated Groth’s history in
18   bankruptcy.   He went on to compare the underlying facts in the
19   Ninth Circuit’s Atkins decision and certain facts in the Groth
20   case, and he addressed at length the standards for consideration
21   of nunc pro tunc employment of professionals set forth in the
22   Atkins decision and in In re Twinton Props. P’ship, 27 B.R. 817
23   (Bankr. M.D. Tenn. 1983), discussed at length in Atkins.
24        On February 21, 2012, the Trustee filed his opposition
25   (“Rehearing Opposition”) to the Rehearing Motion.   In the
26   Rehearing Opposition, the Trustee primarily argued that
27   1) Needler and Ghiringhelli had not adequately established
28   “exceptional circumstances” for their failure to obtain prior

                                     -16-
 1   approval of their employment applications, and 2) they had not
 2   demonstrated that their services significantly benefitted Groth’s
 3   estate, both as required by Atkins.      Green Valley and Bordoni
 4   Ranch joined in the Opposition.
 5        On February 29, 2012, the bankruptcy court held a hearing
 6   (“Preliminary Hearing”) on the Rehearing Motion and Needler’s
 7   application for approval of fees and reimbursement of expenses.
 8   At the Preliminary Hearing, during colloquy with counsel, the
 9   bankruptcy court advised Needler that the standards for nunc pro
10   tunc approval of employment, “whether there’s a satisfactory
11   explanation for the delay in obtaining approval and then also a
12   demonstration of benefit,” had not been met.     February 29, 2012
13   Hr’g Tr. at 4-5.   The bankruptcy court went on to deny the
14   Rehearing Motion without prejudice and the fee application as
15   premature, again without prejudice.      An order consistent with the
16   bankruptcy court’s oral rulings at the Preliminary Hearing was
17   entered on March 6, 2012.
18        On August 13, 2012, over five months later, Needler filed a
19   motion (“Further Rehearing Motion”) for a further rehearing of
20   the Rehearing Motion and for the entry of final orders on his
21   motion for nunc pro tunc approval of his and Ghiringhelli’s
22   employment as chapter 11 counsel for Groth and on Needler’s final
23   application for allowance of fees and expenses.     Needler relied
24   on his prior motions, memoranda, applications and declarations in
25   support of the Further Rehearing Motion and on a further
26   memorandum, readdressing Needler’s understanding of the Atkins
27   and Twinton Properties standards for nunc pro tunc approval of
28   professional employment.

                                       -17-
 1           On August 28, 2012, the Trustee filed his renewed opposition
 2   (“Renewed Opposition”).    The Trustee focused on the lack of any
 3   demonstration of significant benefit to the estate in Needler’s
 4   papers.    As to Needler’s application for approval of fees and
 5   reimbursement of expenses, the Trustee argued that no payment to
 6   Needler was appropriate unless and until an order for his
 7   employment was entered.    The fee application also was defective
 8   in that it had only been noticed to the twenty largest unsecured
 9   creditors rather than to the entire body of Groth’s creditors.
10   Accordingly, the fee application should be denied as premature
11   and improperly noticed.    Green Valley and Bordoni Ranch again
12   joined in the Trustee’s Renewed Opposition.
13           Needler responded to the Renewed Opposition on September 4,
14   2012.    In addition to revisiting the history of Needler’s and
15   Ghiringhelli’s efforts to obtain approval of their employment as
16   Groth’s chapter 11 counsel, Needler argued that through “the
17   continued Court instituted delays,” his and Ghiringhelli’s
18   constitutional due process rights were violated.    Needler also
19   discussed services that he performed in the Groth chapter 11 case
20   that were essential to the bankruptcy process so that there
21   actually were assets for the Trustee to administer and sell.
22   Needler again referenced his prior work on chapter 11 automotive
23   dealership cases in other jurisdictions in support of his and
24   Ghiringhelli’s employment applications.
25           On September 5, 2012, the bankruptcy court held its final
26   hearing (“Final Hearing”) on Needler and Ghiringhelli’s
27   applications for nunc pro tunc employment as Groth’s chapter 11
28   counsel and Needler’s final fee application.    After hearing

                                       -18-
 1   argument from Needler and counsel for the Trustee, the bankruptcy
 2   court 1) adopted the points made in the Renewed Opposition; and
 3   2) incorporated its previous rulings denying Needler and
 4   Ghiringhelli’s applications for employment and Needler’s fee
 5   application.    The bankruptcy court found that the “exceptional
 6   circumstances” required by Atkins to justify nunc pro tunc
 7   approval of professional employment had not been demonstrated in
 8   this case.    The bankruptcy court denied the Further Rehearing
 9   Motion with prejudice.    On September 17, 2012, the bankruptcy
10   court entered an order denying with prejudice Needler and
11   Ghiringhelli’s applications for nunc pro tunc employment as
12   Groth’s chapter 11 counsel and further denying with prejudice
13   Needler’s final application for allowance of fees and
14   reimbursement of expenses.
15           On September 16, 2012, Appellants filed a notice of appeal
16   from the bankruptcy court’s oral rulings at the Final Hearing.
17   Appellants filed an amended notice of appeal on September 24,
18   2012.
19                              II.   JURISDICTION
20           The bankruptcy court had jurisdiction under 28 U.S.C.
21   §§ 1334 and 157(b)(1) and (b)(2)(A).         We have jurisdiction under
22   28 U.S.C. § 158.
23                                III.     ISSUES
24           The Appellants feel mightily aggrieved by the bankruptcy
25   court’s denial of their applications for employment as Groth’s
26   chapter 11 counsel, and that sense of grievance is reflected in
27   their statement of ten issues, some with multiple subparts, over
28   six pages in their opening brief.          See Appellants’ Opening Brief

                                         -19-
 1   at 3-8.   We limit our consideration to the relevant issues
 2   actually argued in Appellants’ Opening Brief, stated as follows.
 3   See Arpin v. Santa Clara Valley Transp. Agency, 261 F.3d 912, 919
 4   (9th Cir. 2001) (“[I]ssues which are not specifically and
 5   distinctly argued and raised in a party’s opening brief are
 6   waived.”), citing Barnett v. U.S. Air, Inc., 228 F.3d 1105, 1110
 7   n.1 (9th Cir. 2000) (en banc).
 8        1.   Did the bankruptcy court abuse its discretion in
 9   declining to consider Needler’s application for employment until
10   his local California co-counsel was employed?
11        2.   Did the bankruptcy court abuse its discretion in denying
12   Appellants’ nunc pro tunc applications for employment as Groth’s
13   chapter 11 counsel after Groth’s bankruptcy case had been
14   converted to chapter 7?5
15        3.   Did the bankruptcy court abuse its discretion in denying
16   compensation and reimbursement of expenses to Needler?
17                        IV.   STANDARDS OF REVIEW
18        A bankruptcy court’s interpretation and application of its
19
          5
20          In light of the early filing of Needler’s application for
     employment, less than a week after Groth’s chapter 11 filing, and
21   the filing of Ghiringhelli’s application approximately three
22   weeks later, it is not clear to us exactly when it became
     appropriate or necessary for Appellants to request nunc pro tunc
23   approval of their employment as Groth’s chapter 11 counsel.
     Apparently, Needler first raised the issue in the Reconsideration
24
     Motion, filed after Groth’s chapter 11 case had been converted to
25   chapter 7. In any event, in all proceedings thereafter, the
     parties and the bankruptcy court operated under the assumption
26   that Appellants’ employment applications should be considered for
27   nunc pro tunc approval under the Atkins standards. That is how
     the issues in this appeal have been briefed, and that is how we
28   consider them.

                                      -20-
 1   local rules is reviewed for an abuse of discretion.    See United
 2   States v. Heller, 551 F.3d 1108, 1111 (9th Cir. 2009).      A
 3   bankruptcy court’s consideration of an application for nunc pro
 4   tunc approval of professional employment also is reviewed for
 5   abuse of discretion.    See In re Atkins, 69 F.3d at 973.
 6   Finally, a bankruptcy court’s denial of a motion for
 7   reconsideration likewise is reviewed for abuse of discretion.
 8   Smith v. Pac. Props. & Dev. Corp., 358 F.3d 1097, 1100 (9th Cir.
 9   2004); Branam v. Crowder (In re Branam), 226 B.R. 45, 51 (9th
10   Cir. BAP 1998).
11        A bankruptcy court abuses its discretion if it applies an
12   incorrect legal standard or misapplies the correct legal
13   standard, or its factual findings are illogical, implausible or
14   without support from evidence in the record.   TrafficSchool.com
15   v. Edriver Inc., 653 F.3d 820, 832 (9th Cir. 2011).    Only if the
16   bankruptcy court did not apply the correct legal standard, or if
17   its fact findings were illogical, implausible, or without support
18   in inferences that can be drawn from facts in the record, is it
19   proper to conclude that the bankruptcy court abused its
20   discretion.   United States v. Hinkson, 585 F.3d 1247, 1262 (9th
21   Cir. 2009) (en banc).   If the bankruptcy court’s view of “the
22   evidence is plausible in light of the record viewed in its
23   entirety, the court of appeals may not reverse it even though
24   convinced that had it been sitting as the trier of fact, it would
25   have weighed the evidence differently.   Where there are two
26   permissible views of the evidence, the factfinder’s choice
27   between them cannot be clearly erroneous.”   Anderson v. City of
28   Bessemer City, N.C., 470 U.S. 564, 574 (1985).

                                      -21-
 1        We may affirm on any basis supported by the record.      Shanks
 2   v. Dressel, 540 F.3d 1082, 1086 (9th Cir. 2008).
 3                            V.     DISCUSSION
 4   A.   The bankruptcy court did not abuse its discretion in
          declining to consider Needler’s employment as Groth’s
 5        chapter 11 counsel until Ghiringhelli’s employment as local
          co-counsel had been approved or set for hearing in
 6        conjunction with Needler’s employment application.
 7        Appellants argue at length in their opening brief that they
 8   met the standards for employment as estate professionals under
 9   § 327(a), and the bankruptcy court erroneously thwarted Groth’s
10   selection of its chapter 11 counsel by delaying consideration of
11   their employment applications based on objections of the UST.
12   See Appellants’ Opening Brief at 18-32.      However, these arguments
13   ultimately are beside the point because the reason for delays in
14   considering the substance of the Appellants’ employment
15   applications prior to the conversion of Groth’s case resulted
16   from the delay in filing Ghiringhelli’s employment application
17   and a further delay in setting Ghiringhelli’s employment
18   application for hearing with Needler’s after the UST had objected
19   to Ghiringhelli’s employment.
20        LBR 9010-1(a) provides that, “A corporation, partnership, or
21   any entity other than a natural person may not appear as a . . .
22   debtor in a bankruptcy case except through counsel admitted to
23   practice in this District.”     (Emphasis added.)   LBR 9010-1(b)
24   further provides that, “A corporation, partnership, or any entity
25   other than a natural person may not serve as a debtor-in-
26   possession in a Chapter 11 case unless represented by counsel.”
27   As recognized by Appellants, LR 11-3(a)(3), incorporated in the
28   LBR’s by reference in LBR 1001-2(a), required for Needler’s pro

                                       -22-
 1   hac vice admission, “That an attorney, identified by name and
 2   office address, who is a member of the bar of this Court in good
 3   standing and who maintains an office within the State of
 4   California, is designated as co-counsel.”       (Emphasis added.)     See
 5   Appellants’ Opening Brief at 23.       In fact, Ghiringhelli signed
 6   Groth’s chapter 11 petition and was designated as Needler’s
 7   “Co-Counsel” in Needler’s pro hac vice application.
 8        Where out of district counsel is to appear in a bankruptcy
 9   case, the requirement to associate local counsel serves a useful
10   function.   Local counsel can be assumed to be familiar with local
11   procedures and practices and make that knowledge and expertise
12   available to out of district counsel, thus promoting efficiency
13   and lowering costs.   Particularly in bankruptcy proceedings,
14   where assets are limited and every available dollar needs to
15   count, serving those objectives is vitally important.
16        Needler filed his application for employment as Groth’s
17   chapter 11 counsel on May 27, 2011, but Ghiringhelli’s employment
18   application was not filed until June 19, 2011, over three weeks
19   later.   Needler’s employment application was first discussed with
20   the bankruptcy court at the Status Conference.      At the Status
21   Conference, the bankruptcy court advised Needler that it would
22   not approve his employment until local counsel was employed.        The
23   bankruptcy court further stated that it was aware that although
24   California co-counsel did not have chapter 11 experience, he was
25   knowledgeable about Groth’s dealership and pension fund issues,
26   and the bankruptcy court did not have an issue there.      The matter
27   was essentially wrapped up in the following colloquy:
28        THE COURT: [Y]ou’ve got to tie [your employment

                                     -23-
 1        application] in with California counsel.
 2        NEEDLER: So you want me to continue that motion?
 3        THE COURT: I think that would be best. . . .
 4        NEEDLER: That’s fine.
 5   June 28, 2011 Hr’g Tr. at 14:7-12.
 6        The UST subsequently filed its objection to Ghiringhelli’s
 7   employment application.
 8        At the Financing Hearing, Needler’s employment application
 9   was on the calendar, but no hearing had been set on
10   Ghiringhelli’s application.   The bankruptcy court advised Needler
11   again that his employment application would not be approved until
12   local California counsel’s employment had been approved.    The
13   bankruptcy court went on to suggest that the problem with
14   Ghiringhelli’s employment application was that the proposed fee
15   arrangement was not consistent with local compensation
16   Guidelines.   However, the bankruptcy court also suggested that
17   any issues could be resolved in discussions with the UST.
18        THE COURT: I think it’s something that could be easily
          worked out, I’m assuming. But until he is employed, I
19        can’t pick up your employment application aspect.
20        NEEDLER: That’s fine.
21        . . .
22        THE COURT: . . . [W]hat you need to do is set his
          [employment application] for hearing along with yours
23        and we can take them up together, and then hopefully I
          would suggest talk to the UST, see what their concerns
24        are. If you can get his [Ghiringhelli’s employment]
          worked out, then we can pick up your employment
25        application. That’s – so that would deal with that.
26   July 27, 2011 Hr’g Tr. at 5:7-18.
27        Whatever discussions subsequently took place between either
28   of the Appellants and the UST, the UST’s objections were not

                                     -24-
 1   resolved, and the Appellants’ employment applications were set
 2   for hearing together on August 24, 2011.    When the Conversion
 3   Motion was granted the day before, the hearing on Appellants’
 4   employment applications was taken off the calendar.
 5           The record reflects that consideration of Needler’s
 6   employment application was set over twice preconversion based on
 7   the bankruptcy court’s concerns, consistent with the requirements
 8   of its local rules, that local California co-counsel’s employment
 9   be approved before, or at least contemporaneously, with approval
10   of Needler’s employment.    We perceive no abuse of discretion in
11   the bankruptcy court’s insistence on compliance with its own
12   local rules concerning retention of counsel by a corporate
13   chapter 11 debtor-in-possession.
14   B.      We conclude that the bankruptcy court did not abuse its
             discretion in declining to approve Appellants’ employment
15           nunc pro tunc as Groth’s chapter 11 counsel.
16           The parties agree that the controlling authority in the
17   Ninth Circuit, applied by the bankruptcy court, stating the
18   standards for consideration of nunc pro tunc employment of estate
19   professionals is In re Atkins, 69 F.3d 970 (9th Cir. 1995).        In
20   Atkins, former chapter 11 debtors Mr. and Mrs. Howard Atkins
21   (“Debtors”) appealed the decision of this Panel affirming the
22   bankruptcy court’s order approving the employment of Wain Samuel
23   & Co. (“Wain Samuel”) as estate accountants and awarding Wain
24   Samuel compensation for services rendered.
25           The Debtors filed their chapter 11 petition on March 30,
26   1990.    On May 21, 1991, Debtors’ counsel contacted Wain Samuel,
27   advising “that the [Debtors] urgently needed an experienced
28   certified public accountant to assist their defense in an

                                       -25-
 1   imminent trial” with the IRS, in which the IRS sought
 2   “approximately $200,000 from the [Debtors] in unpaid taxes,
 3   interest and penalties, including penalties for civil fraud.”
 4   Id. at 971.   Debtors’ counsel further informed Wain Samuel that
 5   the Debtors needed to respond to IRS interrogatories immediately.
 6   Otherwise, the IRS “would be entitled to summary judgment.”          Id.
 7        Approximately one week later, on May 29, 1991, Wain Samuel
 8   representatives met with Mr. Atkins and his counsel.          At that
 9   meeting, Wain Samuel agreed to review the IRS interrogatories and
10   the Debtors’ work papers promptly and immediately prepared an
11   engagement letter for the work involved.           Mr. Atkins signed the
12   engagement letter the following day.         Id.    One of Wain Samuel’s
13   partners also referred the Debtors to an experienced tax
14   attorney, whom the Debtors subsequently hired.          Id.
15        Wain Samuel then proceeded to review and analyze the
16   Debtors’ financial records, a task characterized as “mammoth,”
17   and prepared and delivered draft responses to the IRS
18   interrogatories by June 7, 1991.       Id.    Wain Samuel charged $4,000
19   for their services, which the Debtors paid.          Id.
20        Thereafter, in mid-June 1991, the Debtors’ tax attorney
21   requested Wain Samuel to prepare more detailed and specific
22   responses to the IRS interrogatories.        The revised responses were
23   completed by Wain Samuel by the end of July 1991.          Also, in July
24   1991, Wain Samuel representatives prepared for and attended a
25   lengthy meeting with the U.S. Attorney concerning the IRS
26   litigation.   In August 1991, Wain Samuel assisted the Debtors’
27   tax attorney in preparing witnesses for depositions in the IRS
28   litigation.   Eventually, the IRS reduced its claim against the

                                     -26-
 1   Debtors to $85,000.   Id. at 971-72.
 2        In a sworn declaration, Wain Samuel asserted that throughout
 3   the firm’s representation of the Debtors, Wain Samuel repeatedly
 4   raised the issue of bankruptcy court approval of the firm’s
 5   employment with the Debtors and their attorneys and were
 6   repeatedly reassured that an application for their employment
 7   would be submitted, and they would be paid.      Id. at 972.     In
 8   November 1991, Wain Samuel contacted the Debtors’ chapter 11
 9   counsel to discuss the issue.   Debtors’ counsel requested that
10   the firm prepare letters confirming services performed and
11   payments received to date, which Wain Samuel prepared and sent.
12   The Debtors refused to sign the letters.   However, the Debtors
13   continued to assure Wain Samuel that the firm would be paid when
14   the IRS litigation was finally settled.    Id.     Thereafter,
15   communications broke down between Wain Samuel and the Debtors,
16   and Wain Samuel filed a motion seeking nunc pro tunc approval of
17   their employment and compensation for their work as an
18   administrative expense.   Id.
19        On or about October 16, 1992, the bankruptcy court found the
20   Debtors solvent and dismissed their chapter 11 case.       All of the
21   Debtors’ creditors were paid in full.   Id.      However, the Debtors,
22   acting pro se, continued to oppose Wain Samuel’s application for
23   approval of their employment nunc pro tunc.      Id.   The bankruptcy
24   court ultimately found that “exceptional circumstances” justified
25   approving compensation to Wain Samuel retroactively for the bulk
26   of their services.    The bankruptcy court specifically found “that
27   Wain Samuel’s work on the IRS litigation project was performed
28   very quickly in an emergency setting, and that the firm’s work

                                      -27-
 1   benefitted the estate by helping to reduce the IRS’ claim from
 2   over $200,000 to $85,000.”   Id. at 973.      The bankruptcy court
 3   further found that the timing of Wain Samuel’s motion was not
 4   dispositive in light of the facts that the Debtors repeatedly had
 5   represented to Wain Samuel that they would secure approval for
 6   Wain Samuel’s employment, and they had not made clear that they
 7   did not want Wain Samuel to perform services in their behalf.
 8   This Panel affirmed the bankruptcy court’s rulings.      Id.
 9        In affirming the decisions of this Panel and the bankruptcy
10   court, the Ninth Circuit noted that there are a number of factors
11   that a bankruptcy court can consider in determining whether nunc
12   pro tunc approval of professional employment should be
13   authorized, citing, among other things, the nine-factor test set
14   forth in In re Twinton Props. P’ship, 27 B.R. at 819-20.
15   However, at an irreducible minimum, two standards had to be
16   satisfied to establish the “exceptional circumstances” required
17   to allow for retroactive approval of professional employment: The
18   subject professionals “must (1) satisfactorily explain their
19   failure to receive prior judicial approval [of their employment];
20   and (2) demonstrate that their services benefitted the bankruptcy
21   estate in a significant manner.”       In re Atkins, 69 F.3d at 974
22   and 975-76, citing Halperin v. Occidental Fin. Grp., Inc.
23   (In re Occidental Fin. Grp., Inc.), 40 F.3d 1059, 1062 (9th Cir.
24   1994); and Okamoto v. THC Fin. Corp. (In re THC Fin. Corp.),
25   837 F.2d 389, 392 (9th Cir. 1988).
26        At the Reconsideration Hearing, after noting that it had
27   never ruled on the substance of Appellants’ applications for
28   approval of employment, the bankruptcy court advised Needler that

                                     -28-
 1   he needed to address the factors for nunc pro tunc approval of
 2   employment specified in In re Atkins.         On appeal, while citing
 3   and discussing In re Atkins, the Appellants focus, as they did
 4   before the bankruptcy court, on their argument that they
 5   satisfactorily addressed all nine of the Twinton factors.
 6   Appellants’ Opening Brief at 35-37.        However, the bankruptcy
 7   court’s final denial of the Further Rehearing Motion, adopting
 8   the Renewed Opposition, was based on its determination that the
 9   Appellants had not met the two Atkins requirements to establish
10   the “exceptional circumstances” necessary to support nunc pro
11   tunc approval of their employment: 1) an adequate explanation as
12   to why they failed to receive prior judicial approval of their
13   employment; and 2) a demonstration of significant benefit from
14   their services to the bankruptcy estate.        We first address the
15   question of “significant benefit.”
16        “Significant” is a relative rather than a fixed standard,
17   requiring a case-by-case analysis of the evidence.        In Atkins,
18   the significant benefit to the estate was an approximate $115,000
19   reduction in the IRS tax claim.     So, the Ninth Circuit recognized
20   a substantial financial benefit to the Debtors’ estate realized
21   from Wain Samuel’s services.
22        In this case, it is hard to argue that Ghiringhelli
23   contributed any significant benefit.        As recognized in
24   Appellants’ Opening Brief, Ghiringhelli’s only service to the
25   estate was that he signed Groth’s bankruptcy petition.
26   Appellants’ Opening Brief at 24.         On the other hand, there is no
27   question that Needler did a number of things for Groth while it
28   was in chapter 11.   We characterize Needler’s services in two

                                       -29-
 1   categories.
 2        First, Needler contributed services that kept Groth’s
 3   chapter 11 case going: He advised Groth’s personnel as to how
 4   operations were to be conducted in chapter 11.      He prepared
 5   Groth’s original and amended schedules and SOFA and other filed
 6   documents.    He attended and assisted at Groth’s initial interview
 7   with the UST.   He discussed Groth’s situation and prospects with
 8   various creditors and service providers in order to maintain
 9   operations.   He made certain that a timely appeal of the judgment
10   in the union litigation was filed.      He entered into discussions
11   and negotiations with various potential financers of Groth’s
12   operations and purchasers of Groth’s dealership franchise.        He
13   drafted the Initial Plan and an amended plan.
14        Second, Needler performed services that potentially added
15   value to the estate: He negotiated the Emergency Financing and
16   filed and advocated the Financing Motion.      He also negotiated and
17   presented the proposed sale, as described in the Sale Motion.
18        However, the Emergency Financing was rejected as proposing
19   financing arrangements with high up-front fees, at a high
20   interest rate and a short maturity, and requiring as a condition
21   that the lender be given a substantial equity interest in Groth
22   for essentially no consideration.       The proposed sale never was
23   considered by the bankruptcy court, but it entailed selling
24   Groth’s dealership franchise for half Groth’s stated value at the
25   outset of the case and provided for granting a 30% equity
26   interest to insiders.   The proposed sale was subject to GM’s
27   approval, and such approval was only at the negotiating stage.
28   Based on the obligations reflected in Groth’s schedules, the

                                      -30-
 1   proposed sale would likely generate no distribution to general
 2   unsecured creditors.   Groth’s amended plan, prepared by Needler,
 3   in fact did not project any dividend to unsecured creditors.    In
 4   the meantime, while Groth was in chapter 11, a period of
 5   approximately three months, it generated operating losses of more
 6   than $150,000 a month, before considering Needler’s requested
 7   fees and costs as administrative expenses of $177,115.61.   The
 8   Trustee argued that Needler’s efforts merely delayed Groth’s
 9   inevitable liquidation and contributed to the estate’s accrual of
10   unpaid postpetition debts that diluted the interests of
11   prepetition creditors in any ultimate distribution from the
12   estate.   In these circumstances, the Trustee argued and the
13   bankruptcy court found that Appellants’ services contributed no
14   significant value or benefit to Groth’s estate.
15        Based on the record before us, we have no doubt that Needler
16   performed many services in Groth’s behalf, and reasonable minds
17   can differ as to the significance and benefit of those services.
18   However, the bankruptcy court found that Needler’s services did
19   not confer a significant benefit on Groth’s estate, and we are in
20   no position to second-guess the bankruptcy court’s fact finding
21   on that issue.   Since we conclude that the bankruptcy court did
22   not clearly err in its fact finding concerning one of the two
23   essential Atkins standards, we do not need to reach the other,
24   i.e., the question as to whether the bankruptcy court clearly
25   erred in finding that the Appellants did not provide a
26   satisfactory explanation for their failure to receive earlier
27   approval of their applications for employment.    Ultimately, on
28   this record, we cannot conclude that the bankruptcy court abused

                                     -31-
 1   its discretion under the Atkins standards in denying nunc pro
 2   tunc approval of Appellants’ employment as Groth’s chapter 11
 3   counsel.
 4   C.   The bankruptcy court did not err in denying compensation and
          reimbursement of expenses to Needler.
 5
 6        The Bankruptcy Code authorizes compensation and
 7   reimbursement of expenses to estate professionals only after they
 8   have been employed pursuant to § 327 or § 1103.
 9   Section 330(a)(1); McCutchen, Doyle, Brown & Enerson v. Official
10   Comm. of Unsecured Creditors (In re Weibel, Inc.), 176 B.R. 209,
11   212-13 (9th Cir. BAP 1994); DeRonde v. Shirley (In re Shirley),
12   134 B.R. 940, 943-44 (9th Cir. BAP 1992) (“Court approval of the
13   employment of counsel for a debtor in possession is sine qua non
14   to counsel getting paid.   Failure to receive court approval for
15   the employment of a professional in accordance with § 327 and
16   Rule 2014 precludes the payment of fees.”); 3 Collier on
17   Bankruptcy ¶ 330.02[2][a] (Alan N. Resnick & Henry J. Sommer
18   eds., 16th ed. 2013).
19        Since the bankruptcy court declined to approve the
20   Appellants’ employment as Groth’s chapter 11 counsel, a decision
21   that we affirm, the bankruptcy court did not err in denying
22   Needler’s application for compensation and reimbursement of
23   expenses as Groth’s chapter 11 counsel.
24                              VI.   CONCLUSION
25        For the foregoing reasons, we AFFIRM the bankruptcy court’s
26   decisions declining to approve Appellants’ applications for
27   employment as Groth’s counsel in chapter 11 and further declining
28   to approve Needler’s application for approval of compensation and

                                       -32-
 1   reimbursement of expenses as Groth’s counsel.
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