Proposed MF Global order

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PRESENTMENT DATE AND TIME: FEBRUARY 21, 2012 AT 12:00 PM

OBJECTION DEADLINE: FEBRUARY 20, 2012 AT 12:00 PM

MORRISON & FOERSTER LLP1290 Avenue of the Americas

New York, NY 10140-0050Tel.: (212) 468-8000Fax: (212) 468-7900

Brett H. Miller

Lorenzo MarinuzziMelissa Hager

HUGHES HUBBARD & REED LLPOne Battery Park Plaza

New York, New York 10004-1482Tel.: (212) 837-6000Fax: (212) 422-4726

James B. Kobak, Jr.

Ethan Litwin

Attorneys for Louis J. Freeh,

Chapter 11 Trustee for MF Global

Holdings Ltd., et al.

Attorneys for James W. Giddens,

Trustee for the SIPA Liquidation of MF

Global Inc.

UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

In re

MF GLOBAL HOLDINGS LTD., et al.,

Debtors.

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:

::

:

:

Chapter 11

Case No. 11-15059 (MG)

Jointly Administered

:

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

MF GLOBAL Inc.,

Debtor.

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:

:

::

:

Case No. 11-2790 (MG) SIPA

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

DUAL NOTICE OF PRESENTMENT OF DISCLOSURE STIPULATION AGREEMENT

AND PROPOSED PROTECTIVE ORDER

PLEASE TAKE NOTICE that the undersigned will present the attached

stipulation and order (the Stipulation and Order) to the Honorable Martin Glenn, United

11-15059-mg Doc 443 Filed 02/14/12 Entered 02/14/12 13:08:01 Main DocumentPg 1 of 9


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States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New

York (the Bankruptcy Court), Alexander Hamilton Custom House, One Bowling Green,

New York, New York, 10004, Room 501for approval and signature on February 21, 2012 at

12:00 p.m. (Prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in

the Stipulation and Order must be made in writing, conform to the Federal Rules of Bankruptcy

Procedure and the Local Bankruptcy Rules for the Bankruptcy Court, set forth the basis for the

objection and the specific grounds therefor, and be filed with the Bankruptcy Court electronically

in accordance with General Order M-399, by registered users of the Courts electronic case filing

system (the users manual for the Electronic Case Filing system can be found at

www.nysb.uscourts.gov, the official website for the Bankruptcy Court), with a hard copy

delivered directly to Chambers and served in accordance with the Order Pursuant to 11 U.S.C.

105(a) of the Bankruptcy Code and Fed. R. Bankr. P. 1015(c) and 9007 Implementing Certain

Notice and Case Management Procedures, entered December 12, 2011 in the above captioned

Chapter 11 cases (Docket No. 256), upon each of thefollowing: (i) Special Investigative Counsel

for the Chapter 11 Trustee, Freeh Sporkin & Sullivan, LLP, 1185 Avenue of the Americas, 30 th

Floor, New York, New York 10036, Attn: Thomas McC. Souther; (ii) Counsel for the Chapter

11 Trustee, Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104,

Attn: Brett H. Miller; (iii) Counsel to the SIPA Trustee, Hughes Hubbard & Reed LLP, One

Battery Park Plaza, New York, New York 10004-14282, Attn: Ethan Litwin; (iv) theOffice of

the United States Trustee for the Southern District of New York, 33 Whitehall Street,New York,

NY 10004, Attn: Brian Masumoto and Elisabetta G. Gasparini; (v) counsel to theCreditors

Committee, Dewey & LeBoeuf, 1301 Avenue of the Americas, New York, NY 10019,Attn:



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Martin J. Bienenstock; (vi) the Securities Investor Protection Corporation, 805 Fifteenth Street,

N.W., Suite 800, Washington, D.C., 20005, Attn: Josephine Wang and Christopher H. LaRosa;

(vii) the Commodity Futures Trading Commission, Three Lafayette Centre, 1155 21st Street

N.W., Washington, D.C., 20581, Attn: Martin B. White; and (viii) those parties who have

requested service of all papers inthese Chapter 11 cases pursuant to Bankruptcy Rule 2002, so as

to be received on or before February 20, 2012 at 12:00 p.m. (Prevailing Eastern Time), there

will not be a hearing and the order may be signed.

PLEASE TAKE FURTHER NOTICE that if a written objection is timely filed, the Court

will schedule a hearing on or after February 21, 2012 and the Chapter 11 Trustee, by and

through his counsel, will notify all other parties entitled to receive notice. The moving and

objecting parties are required to attend the hearing, and failure to attend in person or by counsel

may result in relief being granted or denied upon default.

Dated: February 14, 2012

New York, New York

MORRISON & FOERSTER LLP

/S/ Brett H. Miller_______________________Brett H. Miller

Lorenzo Marinuzzi

Melissa A. Hager

1290 Avenue of the Americas

New York, NY 10140-0050

Tel.: (212) 468-8000

Brett H. MillerLorenzo Marinuzzi

Melissa A. Hager

Attorneys for Louis J. Freeh,

Chapter 11 Trustee for MF Global Holdings

Ltd., et al.

HUGHES HUBBARD & REED LLP

/S/ James B. Kobak, Jr. __________________James B. Kobak, Jr.

Ethan Litwin

One Battery Park PlazaNew York, New York 10004-1482

Tel: (212) 837-6000

Attorneys for James W. Giddens,

Trustee for the SIPA Liquidation of MF Global

Inc.



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MORRISON & FOERSTER LLP1290 Avenue ofthe AmericasNew York, NY 10140-0050Tel.: (212) 468-8000Fax: (212) 468-7900Brett H. MillerLorenzo MarinuzziMelissa A. HagerCounsel for the Chapter 11 Trustee Louis J Freeh, Esq.UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X

In reMF GLOBAL HOLDINGS LTD. , et al. ,

Debtors.-------------------------------------X

MF GLOBAL Inc. ,

Debtor.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X

Chapter 11Case No. 11-15059 (MG)Jointly Administered

Case No. 11-2790 (MG) SIPA

DISCLOSURE STIPULATION AGREEMENTAND PROPOSED PROTECTIVE ORDER

WHEREAS, on October 31, 2011 (the "Commencement Date"), the Honorable Paul A.

Engelmayer, United States District Court, Southern District ofNew York, entered an ordercommencing the liquidation ofMF Global, Inc. ("MFGI") and appointing James W. Giddens asTrustee (the "SIP A Trustee") for the liquidation ofMFGI and referred the proceeding to theUnited States Bankruptcy Court for the Southern District ofNew York (the "BankruptcyCourt");



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WHEREAS, on the Commencement Date, MF Global Holdings Ltd. ("MFGH") and MFGlobal Finance USA Inc. (collectively, the "Initial Debtors") filed Chapter 11 bankruptcypetitions in the Bankruptcy Court;

WHEREAS, on November 28 , 2011 (the "Appointment Date"), the Bankruptcy Courtapproved the appointment of Louis J. Freeh as Chapter 11 Trustee (the "Chapter 11 Trustee")for the Initial Debtors;

WHEREAS, on December 19 , 2011 , Chapter 11 petitions were filed in the BankruptcyCourt by MF Global Capital LLC, MF Global FX Clear LLC, and MF Global Market ServicesLLC (the "Subsequent Debtors") and the Bankruptcy Court subsequently approved theappointment of the Chapter 11 Trustee as the Chapter 11 Trustee in the cases ofthe SubsequentDebtors. On December 21 , 2011, the Court directed that the Chapter 11 cases of the SubsequentDebtors be jointly administered with those of the Initial Debtors. The Initial Debtors and theSubsequent Debtors together with MF Global Holdings Ltd.'s non-debtor affiliates andsubsidiaries shall be referred to herein as the "Debtors" or the "Company";

WHEREAS, prior to the Commencement Date, certain employees ofMFGI performedservices for the Debtors and the other direct and indirect subsidiaries of the Debtors includingproviding legal advice, and certain employees of the Debtors and their direct and indirectsubsidiaries performed services for MFGI, including providing legal advice, and certainemployees ofMFGI , the Debtors and other direct and indirect subsidiaries ofthe Debtorsprovided legal advice to MFGI, the Debtors and the other direct and indirect subsidiaries of theDebtors;

WHEREAS, prior to the Commencement date, certain external legal counsel retained byMFGI provided legal advice to MFGI, the Debtors and/or the other direct and indirect

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subsidiaries of the Debtors, and certain external counsel retained by the Debtors and/or the otherdirect and indirect subsidiaries of the Debtors provided legal advice to MFGI;

WHEREAS, on November 11 , 2011 , pursuant to the subpoena power granted to theSIP A Trustee by the Bankruptcy Court, the SIP A Trustee issued a subpoena to MFGH;

WHEREAS, the SIPA Trustee and the Chapter 11 Trustee desire to facilitate (i) theperformance by the SIP A Trustee of his duties as trustee for the liquidation ofMFGI under theSecurities Investor Protection Act ("SIPA") and (ii) the orderly administration by the Chapter 11Trustee ofthe Debtors ' estates under Title 11 of the United States Code (the "BankruptcyCode");

WHEREAS, the Chapter 11 Trustee asserts attorney-client privilege, privileges sharedwith MFGI ("Shared Privileges"), and/or work product protections for certain documents ,communications or information in the possession, custody and control of the Chapter 11 Trusteeand in the possession, custody and control of the SIP A Trustee;

WHEREAS, pursuant to Federal Rule of Evidence 502, the SIPA Trustee and the

Chapter 11 Trustee have engaged in discussions concerning the disclosure of privileged datasubject to claims of attorney-client, work product and shared privileges;

WHEREAS, the Chapter 11 Trustee has consented to the SIPA Trustee ' s review,pursuant to Federal Rule ofEvidence 502, of all documents, communications or information thateither are in the possession, custody or control of the SIP A Trustee or are in the possession,custody or control of the Chapter 11 Trustee that are subject to claims of attorney-clientprivilege, shared privilege or work product protection, concerning the business operations ofMFGI, the Debtors and their direct and indirect subsidiaries, including but not limited todocuments relating to or concerning segregated funds ofMFGI (collectively, the "SubjectMatters");

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WHEREAS, the Chapter 11 Trustee has not agreed to waive any attorney-clientprivilege, shared privilege or work product protection, with respect to any documents,communications or information concerning the bankruptcy of the Debtors or litigation involvingMFGI and the Debtors and has not agreed to produce any such documents;

WHEREAS, the Court has determined that it is in the public interest for the abovereferenced documents, communications and information concerning the Subject Matters bemade available to the SIP A Trustee;

WHEREAS, in addition to the SIP A Trustee, the Commodity Futures TradingCommission, the Securities and Exchange Commission, the United States Attorneys' Offices forthe Southern District ofNew York and the Northern District of Illinois and the Congress of theUnited States (the "Governmental Authorities") have been engaged in investigations ofMFGI'sand the Debtors' business operations, and the Court has determined that it is in the public interestfor the above-referenced documents, communications and information related to the foregoingSubject Matters also to be made available to the Governmental Authorities;

WHEREAS, the Chapter 11 Trustee intends to waive the attorney-client and sharedprivileges and/or work product protections solely with respect to the documents, communicationsor information concerning or relating to the Subject Matters between the period from October 17,2011 through and including the Commencement Date (the "Relevant Period") and not withrespect to any documents, communications or information outside of the Subject Matters thatwere generated outside of the Relevant Period; and

WHEREAS, it would not be unfair under Rule 502(a) of the Federal Rules ofEvidencefor a party to consider the documents or information related to the Subject Matters without anydocuments, communications or information that may be subject to a claim of attorney-client or

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shared privilege and/or work product protections that (a) do not relate to the Subject Mattersand/or (b) are outside of the Relevant Period.

NOW THEREFORE, upon consideration of the record and proceedings herein and thestipulation of the parties;

IT IS HEREBY ORDERED AND DECREED, pursuant to Rule 26(c)(1) of the FederalRules of Civil Procedure and Rules 502(a) , (d), (e), (f) and (g) ofthe Federal Rules of Evidence,as follows:

1. By entering into this Disclosure and Protective Order and producing documents,communications or information pursuant to this Disclosure and Protective Order, the Chapter 11Trustee shall be deemed to have waived the attorney-client privilege, shared privilege and workproduct protections solely with respect to documents, communications or information relating tothe Subject Matters generated during the Relevant Period;

2. This Disclosure and Protective Order does not affect any claim or waiver ofattorney-client or shared privilege and/or work product protections held by persons or partiesother than the Chapter 11 Trustee;

3. This Disclosure and Protective Order and the effect of the disclosure madepursuant to this Order in any other proceeding, investigation or litigation shall be determined

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under federal law as interpreted by the United States Court ofAppeals for the SecondCircuit.SO STIPULATED AND AGREED:

Dated: February 13, 2012New York, New YorkHUGHES HUBBARD & REED LLP

By: Ethan Litwin

One Battery Park PlazaNew York, New York 10004-1482Tel: (212) 837-6000Attorneys for the SIPA Trustee

SO ORDERED:

MARTIN GLENNUnited States Bankruptcy Judge

FREEH SPORKIN & SULLIVAN, LLP

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By: Thomas McC. Souther

1185 A venue of the Americas30th FloorNew York, NY 10036Special investigative Counsel for the Chapter11 Trustee Louis J Freeh, Esq.

MORRISON & FOERSTER LLP1290 A venue of the AmericasNew York, NY 10140-0050Tel.: (212) 468-8000Fax: (212) 468-7900bmiller@mofo .comlmarinuzzi@mofo [email protected] for the Chapter 11 Trustee Louis JFreeh, Esq.


Proposed MF Global order

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