SEC Division of Corporation Finance no-action letter: ERM Worldwide Limited

Securities Exchange Act of 1934 - Section 12(g) Securities Exchange Act of 1934 - Section 12(h) Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY l0153~Ol19 +1 212310 8000 tel +1 21231080D7 fax

Thomas J. Kim, Esq.

Chief Counsel

Division of Corporation Finance .

U.S. Securities and Exchange Commission
100 F Street, N .E.
Washington, DC 20549
Re: ERM Worldwide Limited - Request for Exemptive or No-Action Relief from Registration under Section 12(g) of the Securities Exchange Act of 1934 Dear Mr. J(jm, On behalf of ERM Worldwide Limited, a private limited company incorporated in England and Wales (the "Company"), we are writing to apply for an exemption from the registration requirements of
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for all classes of
the Company's Partner Shares described below. Alternatively, we request confirmation from the Division of Corporation Finance (the "Division") that it will not recommend that any action be taken by the Securities and Exchange Commission (the "Commission") if the Company does not register the Partner Shares pursuant to Section 12(g) of the Exchange Act in the event that, over time, as of the end of a Company fiscal year (i) there are, in total, 500 or more record holders of all classes of the Company's Partner Shares worldwide and (ii) as long as the Company is eligible to rely on Rule 12g3-2(a) under the Exchange Act, there are also 300 or more record holders of all classes of Partner Shares resident in the United States. The Company has authorized us to make on its behalf the factual representations set forth in this letter.