RegAlert2009-12-10
Added · Updated
SEC Division of Corporation Finance no-action letter: MF Global Ltd.
MF Global Ltd. proposes to change its domicile from Bermuda to Delaware via domestication under Section 388 of the Delaware General Corporation Law, converting MFG Bermuda into MFG Delaware while maintaining the same legal entity, assets, liabilities, and shareholder equity interests. The Division is asked to concur that MFG Delaware may be treated as the successor to MFG Bermuda for purposes of various federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. Specifically, MFG Delaware may rely on Rule 174(b) for prospectus delivery exemptions, treat prior registration statements as its own under Rule 414, register shares under Rule 12g-3, retain accelerated filer status under Rule 12b-2, and utilize prior reporting history for Forms S-3 and S-8 eligibility. Additionally, persons holding Schedule 13D or 13G filings regarding MFG Bermuda are not required to amend those filings solely due to the Domestication, and sellers relying on Rule 144 may count MFG Bermuda's reporting history and trading volume.
No preview available
This document has no rendered thumbnail.
SEC published 7 documents in the last 30 days — get each new one by email the day it lands.
SULLIVAN & CROMWELL LLP
TELEPHONE: 1-212-558-4000
FACSIMILE: 1-212-558-3588 125f!JJ~~ WWW.SULLCROM.COM fiew O/~J ..AP!/1000IJ-2IJ.98 LOS ANGELES. PALO AL.TO • WASHINGTON, D.C. FRANKFURT. LONDON. PARIS BEIJING. HONG KONG. TOKYO MEL.BOURNE • SYDNEY December 10, 2009 Securities Act of 1933 Fonns S-3 and S-8; Rules 144, 174 and 414 Securities Exchange Act of 1934 - Rules 12b-2 and 12g3(a); Schedules 13D and 13G Via electronic mail to CFLetters@sec.gov Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory S. Belliston Re: MF Global Ltd.'s Proposed Domestication Ladies and Gentlemen:
We are writing on behalf ofMF Global Ltd., an exempted company incorporated under the laws ofBennuda ("MFG") that proposes to change its domicile from Bennuda to Delaware by means of a domestication under Section 388 ofthe Delaware General Corporation Law (the "DGCL"). MFG intends to make this change by discontinuing as a Bennuda exempted company, pursuant to Sections 132G and 132H of the Companies Act 1981 of Bennuda (the "Companies Act"), and continuing (or domesticating) as a corporation organized in Delaware, pursuant to Section 388 of the DGCL. In this request, we refer to this proposed transaction as the "Domestication". We also sometimes refer to MFG as it exists under Bennuda law before the transaction as "MFG Bennuda" and as it exists under Delaware law after the transaction as "MFG Delaware".
Read the rest free, and get an email when SEC publishes again
Lineage: In force
Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from SEC
SEC published 7 documents in the last 30 days. We email you each new one the day it's published.