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1 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 1 of 16 Hearing Date and Time May 22, 2014 at 200 p.m. (Prevailing Eastern Time) Response Deadline May 15, 2014 at 400 p.m. (Prevailing Eastern Time) MORRISON & FOERSTER LLP Brett H. Miller Melissa A. Hager William M. Hildbold 1290 Avenue of the Americas New York, New York Tel (212) Fax (212) Counsel for MF Global Holdings Ltd., as Plan Administrator UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re MF GLOBAL HOLDINGS LTD., et al., Debtors x x Chapter 11 Case No (MG) (Jointly Administered) OBJECTION OF PLAN ADMINISTRATOR TO THE CLAIM OF PLAINTIFFS IN ADVERSARY (MG) (CLAIM NO. 1793)

2 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 2 of 16 MF Global Holdings Ltd. ( Holdings Ltd. or the Plan Administrator ), the Plan Administrator under the Second Amended and Restated Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code for MF Global Holdings Ltd., MF Global Finance USA Inc., MF Global Capital LLC, MF Global FX Clear LLC, MF Global Market Services LLC, and MF Global Holdings USA Inc. (the Second Amended and Restated Plan ) 1 [Docket No. 1382], 2 hereby files this objection (the Objection ) to proof of claim number 1793 (the WARN Claim ), attached hereto as Exhibit A, filed by Charles A. Ercole, on behalf of the Plaintiffs in Adversary (MG) (the WARN Plaintiffs ), and seeks entry of an order, substantially in the form attached hereto as Exhibit B (the Proposed Order ), disallowing and expunging the WARN Claim, pursuant to sections 502 of title 11 of the United States Code (the Bankruptcy Code ), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Second Amended and Restated Plan. PRELIMINARY STATEMENT 1. For two reasons, this Court should expunge the WARN Claim. First, the doctrine of res judicata bars the WARN Plaintiffs from asserting a claim against the Debtors when the Court already dismissed the underlying bases for their claim, the WARN Complaint (defined below), regardless of whether the WARN Plaintiffs have appealed the dismissal. Federal case law is clear that the decision of a federal court maintains its preclusive effect until it is overturned. Therefore, unless and until an appeals court overturns this Court s dismissal of the WARN Complaint, the doctrine of res judicata bars the WARN Plaintiffs from having a valid 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Second Amended and Restated Plan. 2 References to [Docket No. XXXX] refer to the consolidated chapter 11 cases of the Debtors (defined below). References to [WARN Docket No. XXXX] refer to the docket in the WARN Complaint (defined below), case no (MG). 1

3 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 3 of 16 claim against the Debtors based on the WARN Complaint, and the Court should disallow and expunge the WARN Claim. 2. Second, the WARN Plaintiffs failed to properly file any WARN claim against the Debtors and, therefore, do not have a valid claim against them. The Bar Date Order (defined below) required the WARN Plaintiffs to file separate claims against each entity the WARN Plaintiffs believed they had a claim against. Instead, the WARN Plaintiffs filed one claim against a non-existent debtor, with an unknown case number. In an asterisked paragraph in an attachment to the WARN Claim, the WARN Plaintiffs invalidly asserted that their claim was against all of the Debtors. For this reason as well, the Court should expunge the WARN Claim, or at a minimum determine that it is a claim against only one of the Debtors. JURISDICTION, VENUE, AND STATUTORY PREDICATE 3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b). Venue is proper in this district pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are sections 502 of the Bankruptcy Code and Bankruptcy Rule BACKGROUND I. GENERAL BACKGROUND A. Bankruptcy Filing, Appointment of the Trustee, and Confirmation 5. On October 31, 2011, Holdings Ltd. and MF Global Finance USA, Inc. ( FinCo ) filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code. On December 19, 2011, MF Global Capital LLC ( Capital ), MF Global FX Clear LLC ( FX Clear ) and MF Global Market Services LLC ( Market Services ) filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code. On March 2, 2012, 2

4 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 4 of 16 MF Global Holdings USA Inc. (individually, Holdings USA, and collectively with Holdings Ltd., FinCo, Capital, FX Clear and Market Services, the Debtors ), filed a voluntary petition in this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors cases (collectively, the Chapter 11 Cases ) are being jointly administered pursuant to Bankruptcy Rule 1015(b) [Docket Nos. 19, 298, 528]. No examiner has been appointed in the Chapter 11 Cases. 6. On November 7, 2011, the United States Trustee (the U.S. Trustee ) appointed an unsecured creditors committee (the Committee ) in the initial debtors (i.e., Holdings Ltd. s and FinCo s) cases. 7. On November 21, 2011, the Committee and the initial debtors jointly moved this Court for an order directing the U.S. Trustee to appoint a chapter 11 trustee [Docket No. 131], which this Court entered on November 22, 2011 [Docket No. 156]. 8. On November 28, 2011, this Court entered an order granting the U.S. Trustee s application to appoint a chapter 11 trustee, pursuant to which Louis J. Freeh (the Chapter 11 Trustee ) was appointed as the chapter 11 trustee for the initial debtors [Docket No. 170]. 9. By orders dated December 27, 2011 and March 8, 2012, this Court approved the appointment of the Trustee as the chapter 11 trustee for all of the other debtors [Docket Nos. 306, 548]. 10. On April 5, 2013, this Court entered an order (the Confirmation Order ) [Docket No. 1288] confirming the Amended and Restated Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code for MF Global Holdings Ltd., MF Global Finance USA Inc., MF Global Capital LLC, MF Global FX Clear LLC, MF Global Market Services LLC, and MF Global Holdings USA Inc., dated April 1, 2013 (the Amended and Restated Plan ) [Docket No. 1267] (amending and restating the Amended Joint Plan of Liquidation Pursuant to Chapter 3

5 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 5 of of the Bankruptcy Code for MF Global Holdings Ltd., MF Global Finance USA Inc., MF Global Capital LLC, MF Global FX Clear LLC, MF Global Market Services LLC, and MF Global Holdings USA Inc., dated February 20, 2013 [Docket No. 1111], as subsequently supplemented, amended or modified, including by the Plan Adjustment [Docket No. 1182] and the Plan Supplement [Docket No. 1203]). 11. On May 2, 2013, this Court entered the Order Granting the Plan Proponents Motion for Entry of an Order Approving Nonmaterial Modifications to the Plan Pursuant to Section 1127(b) of the Bankruptcy Code (the Plan Modification Order ) [Docket No. 1376]. 12. On May 3, 2013, the Plan Proponents filed the Second Amended and Restated Plan, which reflects the nonmaterial modifications to the Amended and Restated Plan as approved by the Plan Modification Order. 13. The Plan Modification Order, among other things, provides that the Confirmation Order remains in effect and applies to the Second Amended and Restated Plan, such that the Second Amended and Restated Plan is deemed confirmed by the Confirmation Order. 14. The Effective Date of the Second Amended and Restated Plan occurred on June 4, As of the Effective Date, Holdings Ltd. became the Plan Administrator under the Second Amended and Restated Plan. Also as of the Effective Date, pursuant to the Confirmation Order, the Chapter 11 Trustee fulfilled all of his duties under section 1106 of the Bankruptcy Code and, accordingly, was discharged from all further obligations. 15. The Plan Administrator s duties and powers include reviewing, reconciling, compromising, settling or objecting to claims and resolving such objections as set forth in the Second Amended and Restated Plan, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. See Second Amended and Restated Plan, section IV.A.C. As of the Effective 4

6 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 6 of 16 Date, only the Plan Administrator has the authority to file, settle, compromise, withdraw or litigate to judgment objections to claims. See Second Amended and Restated Plan, section VII.B.1. Notwithstanding Bankruptcy Rule 3007(c), the Plan Administrator is permitted to file omnibus objections to claims. See Second Amended and Restated Plan, section VII.B.2. B. Claims Bar Date Order and Claims Reconciliation 16. On June 28, 2012, this Court entered the Order (I) Establishing Deadline for Filing Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof (the Claims Bar Date Order ) [Docket No. 740], which established (a) August 22, 2012 at 500 p.m. (Prevailing Eastern Time) as the deadline for all persons and entities other than governmental units, as defined in section 101(27) of the Bankruptcy Code, to file a pre-petition proof of claim against the Debtors, including a claim pursuant to section 503(b)(9) of the Bankruptcy Code, and (b) August 29, 2012 at 500 p.m. (Prevailing Eastern Time) as the deadline for governmental units to file a pre-petition proof of claim against the Debtors. 17. Pursuant to the Claims Bar Date Order, among other things, proofs of Claim must specify by name and case number the Debtor against which the claim is filed. If a claimant asserts a claim against more than one Debtor or has claims against different Debtors, a separate Proof of Claim Form must be filed with respect to each Debtor. Claims Bar Date Order at 4(f) (emphasis added). 18. To date, in excess of 2,000 unsecured, secured, priority, and administrative proofs of claim have been filed in the Chapter 11 Cases, including late-filed claims, with asserted liabilities of approximately $11.6 billon, plus unliquidated amounts. II. WARN CLAIM BACKGROUND 19. On November 18, 2011, Charles A. Ercole filed a claim on behalf of Todd Thielmann and Pierre-Yvan Desparois, individually, and on behalf a Class of All Other Former 5

7 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 7 of 16 Employees Similarly Situated (Claim No. 10). 3 This single claim was against MF Global Finance LTD, a non-existent or, at a minimum, non-debtor entity, and MF Global Holdings LTD. The case numbers listed on the claim were and , the case numbers for FinCo and Holdings Ltd. 20. On November 2, 2012, the WARN Plaintiffs filed an improperly amended claim the WARN Claim. The WARN Claim states that the name of the debtor is MF Global Finance LTD*, a non-existent entity. The case number listed is MG, a non-existent case. 4 In addition, despite the clear and unequivocal language in the Claims Bar Date Order that a claimant asserting a claim against multiple Debtors must file separate claim forms against each Debtor, attached to the proof of claim form is a statement See WARN Claim at page 4. * This proof of claim is being filed in conjunction with the adversary seeking to recover both WARN Act damages, as well as unpaid wages and vacation pay as alleged in the adversary pending before this Court in (MG). It is intended to be a claim against each of the following estates MF Global Holdings Ltd MF Global Finance USA Inc MF Global Capital LLC MF Global Market Services MF Global FX Clear LLC MF Global Holdings USA III. WARN LITIGATION BACKGROUND 21. Between November 11 and November 14, 2011, several former employees of MF Global Inc. ( MFGI ) filed three class action adversary proceedings against Holdings Ltd., 3 Claim 10, amended and superseded by the WARN Claim (Claim No. 1793) was expunged as amended and superseded pursuant to the Order Granting the Fifth Omnibus Objection of Plan Proponents Seeking to Disallow Certain Amended and/or Superseded Claims [Docket No. 1341], entered on April 19, The Plan Administrator presumes that the WARN Plaintiffs intended to reference case number , the case number for Holdings Ltd. 6

8 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 8 of 16 FinCo, Holdings USA and MFGI. 5 The WARN Plaintiffs alleged that the WARN Complaint Debtors 6 and MFGI violated 29 U.S.C. 2101, et seq., also known as the Worker Adjustment and Retraining Notification Act ( WARN ) and NYS Labor Law 860 et seq., the New York WARN Act. 22. After several requests for consolidation and appointment of lead counsel, on January 30, 2012, the Court recognized the WARN Complaint as the surviving complaint against the WARN Complaint Debtors and MFGI and appointed Outten & Golden LLP as interim lead counsel. See Memorandum Opinion and Order Appointing Interim Counsel in Certain Consolidated WARN Act Class Actions and Dismissing Duplicative WARN Act Class Action [WARN Docket No. 35]. 23. On March 5, 2012, James W. Giddens (the SIPA Trustee ), the trustee of MFGI, appointed pursuant to Securities Investor Protection Act ( SIPA ), filed a motion to dismiss the WARN Complaint [WARN Docket No. 42]. The SIPA Trustee argued that neither the Federal WARN Act nor the New York WARN Act applied to MFGI because, as a liquidating fiduciary, MFGI did not qualify as an employer. 24. On March 7, 2012, the Chapter 11 Trustee filed his motion to dismiss the WARN Complaint [WARN Docket No. 44], which asserted similar defenses as the SIPA Trustee. This included the position that the WARN Complaint Debtors were liquidating fiduciaries and, therefore, not employers under the Federal and New York WARN Acts. 5 (1) Abruzzo v. MF Global Holdings Ltd, Adv. Proc. No (MG) was filed on November 11, 2011; (2) Sivova v. MF Global Holdings Ltd, Adv. Proc. No (MG) was filed on November 14, 2011; and (3) Thielmann v. MF Global Finance USA, Inc., Adv. Proc. No (MG) (the WARN Complaint ) was filed on November 14, On December 1, 2011, another WARN Act class action complaint, Greene v. MF Global Holdings Ltd, Adv. Proc. No (MG) was filed. On December 12, 2011, the parties in the first three complaints filed an amended complaint the WARN Complaint [WARN Docket No. 4]. 6 The WARN Complaint Debtors are Holdings Ltd., FinCo and Holdings USA. 7

9 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 9 of The Court held a hearing on the motions to dismiss on September 12, 2012, and on October 23, 2012, issued its decision dismissing the WARN Complaint against MFGI with prejudice, and against the Debtors without prejudice and with leave to amend. With respect to the WARN Complaint Debtors, the Court stated, [t]he complaint must be amended to include appropriate allegations. More importantly, the [WARN] Complaint does not indicate where each Plaintiff worked (at MFGI or at one of the chapter 11 Debtors), who gave each Plaintiff a notice of termination, or when it was given. See Memorandum Opinion and Order (I) Granting the SIPA Trustee s Motion to Dismiss with Prejudice, and (II) Granting the Chapter 11 Trustee s Motion to Dismiss without Prejudice and with Leave to Amend [WARN Docket No. 63] at 20. In a footnote, the Court stated, See id at 20-21, fn requiring the Plaintiffs to plead these facts is not intended to preclude their single employer theory. But if the Plaintiffs worked for MFGI (even if their payroll checks came from MF Global USA) and were terminated at the direction of the SIPA Trustee, it is not clear on what basis their claims can survive against the chapter 11 Debtors. Plaintiffs cannot hide behind vague allegations to avoid confronting the issues. 26. On November 26, 2012, the WARN Plaintiffs filed a second amended WARN Complaint. [WARN Docket No. 64]. The amended WARN Complaint, now filed against only the WARN Complaint Debtors, asserted that (a) the WARN Complaint Debtors acted as a single employer; (b) the WARN Complaint Debtors were not liquidating on the date of the WARN Plaintiffs terminations; (c) Federal WARN Act violations; and (d) New York WARN Act violations. 7 The single employer theory provides that a subsidiary employer may be considered part of its parent, and, together, may be held to be a single business enterprise subject to liability under the WARN act. The Court ultimately found, in part, that the WARN Complaint Debtors could not be held liable under the single employer theory because the liquidating fiduciary doctrine prevented liability from attaching to the WARN Plaintiffs initial employer, MFGI and, therefore, would not extend liability to the parent or affiliates when the primary employer could not be held liable in the first instance. 8

10 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 10 of 16 Complaint 27. The Chapter 11 Trustee renewed his motion to dismiss stating that the WARN still fails to identify the specific entity for which each of the Plaintiffs worked. Instead, it again refers vaguely to working for defendants, or, in even less detail, it states the address at which a plaintiff worked. These threadbare allegations fail to satisfy the Supreme Court s Iqbal and Twombly standards. They likewise fail to cure the deficiencies that resulted in the dismissal of Plaintiffs initial [WARN] Complaint. Memorandum in Support of MF Global Holdings Ltd., MF Global Holdings USA, Inc., and MF Global Finance USA, Inc. s Motion to Dismiss Second Amended Class Action Adversary Complaint at 1 [WARN Docket No. 52]. 28. The Court granted the Chapter 11 Trustee s motion to dismiss and dismissed the WARN Complaint with prejudice. Specifically, the Court held Plaintiffs counsel failed to amend the complaint to allege that the named Plaintiffs were employed by anyone other than MFGI. Rather than amending the complaint as directed by the Court, Plaintiffs counsel chose instead to rely on the single employer doctrine that cannot apply in the circumstances present in this case. Under these circumstances, the Second Amended Complaint should be dismissed with prejudice. Memorandum Opinion and Order Granting Defendants Motion to Dismiss the Second Amended Complaint at 9 (the Second Dismissal Order ) [WARN Docket No. 76]. 29. On September 6, 2013, the WARN Plaintiffs filed their notice of appeal, which appealed to the District Court for the Southern District of New York, the Second Dismissal Order. At this time, the parties have submitted their briefs regarding the appeal. RELIEF REQUESTED 30. As part of the claims reconciliation process, the Plan Administrator has identified the WARN Claim as a Claim that is barred by the doctrine of res judicata under federal law. 9

11 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 11 of In addition, the failure to follow the explicit instructions in the Claims Bar Date Order is a separate, independent basis to expunge the WARN Claim. The WARN Plaintiffs inability to properly identify the corporate entity or case number constitutes cause to expunge the WARN Claim in its entirety. At best, the WARN Plaintiffs should be entitled to assert one claim against one entity based on the WARN Claim; in no event should the WARN Claim be deemed as a claim against Capital, Market Services, and FX Clear because, among other things, they were never named as defendants in the WARN Complaint. 32. By this Objection, the Plan Administrator respectfully requests the Court sustain the Objection and enter the Proposed Order disallowing and expunging the WARN Claim. BASIS FOR RELIEF REQUESTED I. APPLICABLE LEGAL STANDARD 33. A filed proof of claim is deemed allowed, unless a party in interest... objects. 11 U.S.C. 502(a). If an objection refuting at least one of the claim s essential allegations is asserted, the claimant has the burden to demonstrate the validity of the claim. See Sherman v. Novak (In re Reilly), 245 B.R. 768, 773 (2d Cir. B.A.P. 2000) ( [T]he objecting party must come forth with evidence which, if believed, would refute at least one of the allegations essential to the claim.... Once the [trustee] offered the evidence refuting the allegations in the proof of claim, the burden shifted to the [claimant]. ); In re Oneida Ltd., 400 B.R. 384, 389 (Bankr. S.D.N.Y. 2009); In re Adelphia Commc ns Corp., No , 2007 Bankr. LEXIS 660 at *15 (Bankr. S.D.N.Y. Feb. 20, 2007); In re Rockefeller Ctr. Props., 272 B.R. 524, 539 (Bankr. S.D.N.Y. 2000). 34. Section 502(b)(1) of the Bankruptcy Code provides that a claim may not be allowed to the extent that such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable law. 11 U.S.C. 502(b)(1). 10

12 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 12 of As discussed below, the WARN Claim is unenforceable against the Debtors because of the doctrine of res judicata. The face of the WARN Claim and the attachments to it make clear that the only basis for the WARN Claim is the WARN Complaint. The WARN Claim states [t]his proof of claim is being filed in conjunction with the adversary seeking to recover both WARN Act damages, as well as unpaid wages and vacation pay as alleged in the adversary proceeding pending before this Court in (MG). See WARN Claim at page 4 (emphasis added). After multiple amended complaints, two motions to dismiss and several hearings, this Court dismissed the WARN Complaint with prejudice, thereby rendering the WARN Claim meritless. See Second Dismissal Order at 9. Therefore, the WARN Complaint and the allegations made therein are insufficient as bases for a claim against the Debtors and the Court should sustain the Objection. II. RES JUDICATA BARS THE WARN CLAIM 36. Res judicata provides that a final judgment on the merits of an action precludes the parties or their privies from relitigating issues that were or could have been raised in that action. Burgos v. Hopkins, 14 F.3d 787, 789 (2d Cir. 1994) (quoting Allen v. McCurry, 449 U.S. 90 (1980)); Niles v. Wilshire Inv. Grp., LLC, 859 F. Supp. 2d 308, 338 (E.D.N.Y. 2012). As the Supreme Court has long held, the motivation for recognizing these principles is that res judicata and collateral estoppel relieve parties of the cost and vexation of multiple lawsuits, conserve judicial resources, and by preventing inconsistent decisions, encourage reliance on adjudication. Montana v. United States, 440 U.S. 147, (1979); Allen v. McCurry, 449 U.S. 90, 96 (1980). 37. Under federal law, res judicata bars later litigation if an earlier decision was (1) a final judgment on the merits, (2) by a court of competent jurisdiction, (3) in a case involving 11

13 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 13 of 16 the same parties or their privies, and (4) involving the same cause of action. EDP Med. Computer Sys., Inc. v. United States, 480 F.3d 621, 624 (2d Cir. 2007). 38. Each of the elements for res judicata exists here. First, this Court issued a final judgment on the merits when it entered the Second Dismissal Order, which dismissed the WARN Complaint against the WARN Complaint Debtors with prejudice. See Tarka v. The Time Inc., 1991 WL 4706 (S.D.N.Y. Jan. 14, 1991) (stating a decision to dismiss pursuant to Rule 12(b)(6) plaintiff's complaint was a final judgment on the merits.). Even though the WARN Plaintiffs have appealed the Second Dismissal Order, the Second Dismissal Order is a final judgment and maintains its preclusive effect until it is overturned or reversed under federal law. See Huron Holding Corp. v. Lincoln Mine Operating Co. 312 U.S. 183, 189 (1941) ( In the federal courts the general rule has long been recognized that while appeal with proper supersedeas stays execution of the judgment, it does not until and unless reversed detract from its decisiveness and finality. ); see also U.S. v. All Right, Title & Interest in Real Property & Building Known as 303 West 116th Street, New York, New York, 901 F.2d 288, 292 (2d Cir. 1990) ( Generally, the pendency of an appeal does not deprive a judgment of its preclusive effect. ) (internal citations omitted). 39. Second, it is uncontroverted that this Court is a court of competent jurisdiction. Third, as stated above, the WARN Claim itself makes clear that the parties are the same in the WARN Claim and the WARN Complaint. Finally, the cause of action in the WARN Claim and the WARN Complaint are identical. The cause of action underlying the WARN Claim, is the WARN Complaint. The statement attached to the WARN Claim this clear [t]his proof of claim is being filed in conjunction with the adversary seeking to recover both WARN Act damages, as 12

14 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 14 of 16 well as unpaid wages and vacation pay as alleged in the adversary proceeding pending before this Court in (MG). See WARN Claim at page 4 (emphasis added). 40. Accordingly, the Objection should be sustained and the WARN Claim should be disallowed and expunged. III. THE WARN PLAINTIFFS FAILURE TO PROPERLY FILE THE WARN CLAIM WARRANTS THE DISMISSAL OF THE WARN CLAIM 41. The WARN Plaintiffs inability to properly identify the corporate entity or case number on the WARN claim proof of claim form is an independent basis to expunge the claim. Pursuant to the Claims Bar Date Order, among other things, proofs of Claim must specify by name and case number the Debtor against which the claim is filed. If a claimant asserts a claim against more than one Debtor or has claims against different Debtors, a separate Proof of Claim Form must be filed with respect to each Debtor. Claims Bar Date Order at 4(f) (emphasis added). 42. The WARN Claim must be expunged because, as stated in bold-faced type and, in all capital letters in the Notice of Deadlines for Filing Proofs of Claim, which the Bar Date Order approved, ANY HOLDER OF A CLAIM THAT IS NOT EXCEPTED FROM THE REQUIREMENTS OF THE BAR DATE ORDER, AS DESCRIBED IN SECTION 4 ABOVE, AND THAT FAILS TO TIMELY FILE A PROOF OF CLAIM IN THE APPROPRIATE FORM WILL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIM AGAINST THE DEBTORS, THEIR SUCCESSORS, THEIR CHAPTER 11 ESTATES AND THEIR RESPECTIVE PROPERTY OR FILING A PROOF OF CLAIM WITH RESPECT TO SUCH CLAIM, FROM VOTING ON ANY PLAN OF REORGANIZATION FILED IN THESE CASES AND FROM PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS CASES ON ACCOUNT OF SUCH CLAIM OR RECEIVING FURTHER NOTICES REGARDING SUCH CLAIM. 13

15 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 15 of 16 Notice of Deadlines for Filing Proofs of Claim at At best, the WARN Plaintiffs should be entitled to assert a single claim against one entity based on the WARN Claim; in no event should the WARN Claim be deemed as a claim against Capital, Market Services, and FX Clear because they are not named defendants in any iteration of the WARN Complaint. IV. 11 U.S.C. 502(J) PROTECTS THE WARN PLAINTIFFS SHOULD THE DISTRICT COURT OVERTURN THE SECOND DISMISSAL ORDER 44. If the District Court overturns the Second Dismissal Order and the WARN Plaintiffs prove that they have a valid WARN cause of action, section 502(j) of the Bankruptcy Code provides an avenue for the WARN Claim to be reinstated. Section 502(j) of the Bankruptcy Code provides [a] claim that has been allowed or disallowed may be reconsidered for cause. A reconsidered claim may be allowed or disallowed according to the equities of the case. 11 U.S.C. 502(j). Therefore, if the WARN Plaintiffs succeed on their appeal and prove ultimately that they have a valid and enforceable WARN claim, the Court can reinstate the WARN Claim. RESERVATION OF RIGHTS 45. To the extent not disallowed and expunged by this Objection, the Plan Administrator reserves the right to object further to the WARN Claim on any and all additional factual or legal grounds. Without limiting the generality of the foregoing, the Plan Administrator specifically reserves the right to amend this Objection, file additional papers in support of this Objection, or take other appropriate actions, including to (a) respond to any allegation or defense that may be raised in a response filed by or on behalf of the WARN Plaintiffs or other interested parties; (b) object further to the WARN Claim for which the WARN Plaintiffs provide (or attempts to provide) additional documentation or substantiation; and (c) object further to the 14

16 mg Doc 1847 Filed 04/17/14 Entered 04/17/ Main Document Pg 16 of 16 WARN Claim based on additional information that may be discovered upon further review by the Plan Administrator or through discovery. NOTICE 46. Notice of this Objection has been served on (a) counsel to the WARN Plaintiffs and (b) other parties entitled to notice pursuant to this Court s 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 [Docket No. 256] (the Case Management Order ). The Plan Administrator submits that no other or further notice need be provided. 47. No previous request for the relief sought herein has been made by the Plan Administrator to this or any other Court. CONCLUSION WHEREFORE, the Plan Administrator respectfully requests entry of the Proposed Order granting the relief requested herein and such other and further relief as this Court may deem proper. Dated April 17, 2014 New York, New York /s/ Melissa A. Hager MORRISON & FOERSTER LLP Brett H. Miller Melissa A. Hager William M. Hildbold 1290 Avenue of the Americas New York, New York Tel (212) Fax (212) Counsel for MF Global Holdings Ltd., as Plan Administrator 15

17 mg Doc Filed 04/17/14 Entered 04/17/ Exhibit A Pg 1 of 2 Exhibit A (Claim No. 1793) 1

18 mg Doc Filed 04/17/14 Entered 04/17/ Exhibit A Pg 2 of 2

19 mg Doc Filed 04/17/14 Entered 04/17/ Exhibit B Pg 1 of 3 Exhibit B (Proposed Order)

20 mg Doc Filed 04/17/14 Entered 04/17/ Exhibit B Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re MF GLOBAL HOLDINGS LTD., et al., Debtors x x Chapter 11 Case No (MG) (Jointly Administered) ORDER GRANTING OBJECTION OF PLAN ADMINISTRATOR TO THE CLAIM OF PLAINTIFFS IN ADVERSARY (MG) (CLAIM NO. 1793) This matter coming before the Court on the Objection of Plan Administrator to the Claim of Plaintiffs in Adversary Proceeding (MG) (Claim No. 1793) (the Objection ); 1 and the Court having reviewed the Objection, and having heard the statements of counsel regarding the relief requested in the Objection at a hearing before the Court (the Hearing ); and the Court finding that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (ii) venue is proper before the Court pursuant to 28 U.S.C and 1409, (iii) this is a core proceeding pursuant to 28 U.S.C. 157(b), and (iv) notice of the Objection and the Hearing was adequate and in compliance with the Case Management Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules for the United States Bankruptcy Court for the Southern District of New York; and the Court having found and determined that the relief sought in the Objection is in the best interests of the Debtors estates and their creditors and other parties in interest; and the Court having determined that the legal and factual bases set forth in the Objection and at the Hearing establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor; it is hereby 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Objection. 1

21 mg Doc Filed 04/17/14 Entered 04/17/ Exhibit B Pg 3 of 3 ORDERED that the relief requested in the Objection is granted; and it is further ORDERED that pursuant to section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and the Second Amended and Restated Plan, the WARN Claim is disallowed and expunged; and it is further ORDERED that if the relief requested in the Objection is not granted herein as to the WARN Claim, the Plan Administrator may object to such claim in the future on any other basis; and it is further ORDERED that GCG, Inc., the Plan Administrator s notice and claims agent, is authorized to cause the Claims Register to be amended to reflect the terms of this Order; and it is further ORDERED that the Plan Administrator is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Objection; and it is further ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon entry of this Order; and it is further ORDERED that this Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated, 2014 New York, New York UNITED STATES BANKRUPTCY JUDGE 2