UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK

U.S. COMMODITY FUTURES TRADING 

COMMISSION, 

 Plaintiff, 

v. 

MF GLOBAL INC., 

MF GLOBAL HOLDINGS LTD., 

JON S. CORZINE, AND 

EDITH O’BRIEN, 

Defendant. 

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13-cv-_________ (__) 

ECF CASE 

FINAL CONSENT ORDER OF RESTITUTION, CIVIL MONETARY 

PENALTY AND ANCILLARY RELIEF AGAINST 

MF GLOBAL INC. 

I. INTRODUCTION 

On June 27, 2013, Plaintiff U.S. Commodity Futures Trading Commission 

(“Commission”) filed a Complaint in the above-captioned action against MF Global Inc. (“MF 

Global”) and others for violations of the Commodity Exchange Act (“CEA” or “Act”), 7 U.S.C. 

§§ 1 et seq., and regulations promulgated pursuant thereto, 17 C.F.R. §§ 1 et seq. 

MF Global is currently the subject of a Securities Investor Protection Act (“SIPA”) 

liquidation proceeding in the Bankruptcy Court captioned In re MF Global Inc., Case No. 11-

2790 (MG) SIPA (Bankr. S.D.N.Y. 2011) (the “SIPA Proceeding”). On October 31, 2011, 

James W. Giddens was appointed as the trustee (the “SIPA Trustee”) in the SIPA Proceeding. 
II. CONSENTS AND AGREEMENTS 

 To effect settlement of matters alleged in the Complaint in this action against MF Global 

without a trial on the merits or any further judicial proceedings as to MF Global, the SIPA 

Trustee, on behalf of MF Global: 

1. Consents to the entry of this Final Consent Order of Restitution, Civil Monetary 

Penalty and Ancillary Relief Against MF Global Inc. (the “Consent Order”); 

2. Affirms that he has read and agreed voluntarily to this Consent Order, and that no 

promise, other than as specifically contained herein, or threat, has been made by the Commission 

or any member, officer, agent or representative thereof, or by any other person, to induce consent 

to this Consent Order; 

3. Acknowledges service of the Summons and Complaint; 

4. Admits the jurisdiction of this Court over MF Global and the subject matter of 

this action pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1; 

5. Admits the jurisdiction of the Commission over the conduct and transactions at 

issue in this action pursuant to the Act, 7 U.S.C. §§ 1 et seq.; 

6. Admits that venue properly lies with this Court pursuant to Section 6c(e) of the 

Act, 7 U.S.C. § 13a-1(e); 

7. Waives: 

a. Any and all claims that MF Global may possess under the Equal Access to 

Justice Act (“EAJA”), 5 U.S.C. § 504 (2006) and 28 U.S.C. § 2412 (2006), and/or the 

rules promulgated by the Commission in conformity therewith, Part 148 of the 

Regulations, 17 C.F.R. §§ 148.1 et seq. (2012), relating to, or arising from, this action; 
b. Any and all claims that MF Global may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, 

§§ 201-253, 110 Stat. 847, 857-868 (1996), as amended by Pub. L. No. 110-28, § 8302, 

121 Stat. 112, 204-205 (2007), relating to, or arising from, this action; 

c. Any claim of Double Jeopardy based upon the institution of this action or 

the entry in this action of any order imposing a civil monetary penalty or any other relief, 

including this Consent Order; 

d. All rights of appeal from this action. 

8. Consents to the continued jurisdiction of this Court and the Bankruptcy Court 

over MF Global for the purpose of implementing and enforcing the terms and conditions of this 

Consent Order and for any other purposes relevant to this case, even if MF Global now or in the 

future is located outside the jurisdiction of this Court; 

9. Agrees that MF Global will not oppose enforcement of this Consent Order by 

alleging that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure and 

waives any objection based thereon; 

10. Admits the allegations pertaining to liability against MF Global based on the acts 

and omissions of its employees as set forth in this Consent Order and the Complaint, which shall 

be taken as true and correct solely for purposes of enforcing the terms and conditions of this 

Consent Order. Except as set forth in this paragraph 10 and as necessary to give effect to this 

Consent Order in the Bankruptcy Court, the Consent Order and/or the Complaint shall not be 

used, admissible or given preclusive effect in any other proceeding, and nothing in this Consent 

Order shall be construed to confer any rights on any third parties or inure to the benefit of any 

third parties; 
11. Agrees that neither the SIPA Trustee nor any of his agents shall take any action or 

make any public statement denying, directly or indirectly, any allegation in the Complaint, or 

creating or tending to create the impression that the Complaint and/or this Consent Order is 

without a factual basis; provided, however, that nothing in this provision shall affect the SIPA 

Trustee’s: (a) testimonial obligations, or (b) right to take legal positions in other proceedings to 

which the Commission is not a party, specifically with respect to the ongoing class action 

entitled Deangelis v. Corzine, et al., 11-cv-07866-VM (S.D.N.Y.). The SIPA Trustee shall take 

all steps necessary to ensure his agents comply with this provision; 

12. Acknowledges that the SIPA Trustee has estimated the combined allowed net 

equity claims of MF Global commodity customers with claims with respect to the futures 

account class (the “4d Allowed Customer Net Equity Claims”) to be presently unsatisfied to the 

extent of approximately $562,000,000 (five-hundred sixty-two million dollars) and the combined 

allowed net equity claims of MF Global commodity customers with claims with respect to the 

foreign futures account class (the “30.7 Allowed Customer Net Equity Claims,” and together 

with the 4d Allowed Customer Net Equity Claims, the “Allowed Customer Net Equity Claims”) 

to be presently unsatisfied to the extent of approximately $650,000,000 (six-hundred fifty million 

dollars). 

13. Agrees that no provision of this Consent Order shall in any way limit or impair 

the ability of any other person or entity to seek any legal or equitable remedy against MF Global 

in any other proceeding that is not otherwise prohibited by any applicable bar date, automatic 

stay or injunction, or discharged, in the SIPA Proceeding. 
III. FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER FOR 

RESTITUTION, CIVIL MONETARY PENALTY 

AND ANCILLARY RELIEF 

THE COURT HEREBY FINDS AND CONCLUDES THAT: 

1. This Court has jurisdiction over the parties and over the subject matter of this 

action pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1 (2006 & Supp. IV 2011). 

2. Venue lies properly within this District pursuant to Section 6c(e) of the Act, 7 

U.S.C. 13a-1(e) (2006). 

3. MF Global is liable for having violated Sections 4d(a)(2) and 6(c)(2) of the Act, 7 

U.S.C. §§ 6d(a)(2) and 9(2), and CFTC Regulations 1.12(h), 1.20, 1.22, 1.23, 1.25, and 166.3, 17 

C.F.R. §§ 1.12(h), 1.20, 1.22, 1.23, 1.25, and 166.3 as alleged in Counts 1 through 4 of the 

Complaint. 

IT IS HEREBY ORDERED THAT: 

4. MF Global shall make restitution for the amount of $1,212,000,000 (one-billion 

two-hundred twelve million dollars), or such amount necessary to ensure that all 4d and 30.7 

Allowed Customer Net Equity Claims are paid in full (the “Restitution Obligation”). The 

Restitution Obligation shall be deemed satisfied as follows: 

a. Within five (5) business days of the receipt by the SIPA Trustee of the first 

tranche of funds from MF Global UK Limited (in Special Administration), 

estimated to be approximately $290 million, pursuant to the Settlement 

Agreement Between the Debtor, the Trustee, MF Global UK Limited (in Special 

Administration) and the MFGUK Special Administrators (as approved in the 

SIPA Proceeding and docketed at No. 5724), which funds the SIPA Trustee 

estimates, based on information received from the UK Administrators, shall be 
received by approximately September 15, 2013, the SIPA Trustee shall file a 

motion in the SIPA Proceeding seeking an order (the “Final Customer Allocation 

Order”) authorizing the allocation and advance of such amount of general estate 

funds as is necessary to satisfy the Restitution Obligation in full (the “Final 

Distribution”). 

b. The Final Customer Allocation Order will provide that to the extent (and only to 

the extent) that the SIPA Trustee allocates and advances general estate funds to 

satisfy Allowed Customer Net Equity Claims to remedy any shortfalls, the general 

estate (and the general creditors) are subrogated to any possible claims that MF 

Global’s former customers may have to pursue claims against third parties based 

on any shortfall in the customer estates. 

c. Within five (5) business days of the date upon which the Final Customer 

Allocation Order becomes final, the SIPA Trustee shall commence the Final 

Distribution to the holders of 4d and 30.7 Allowed Customer Net Equity Claims 

consistent with the procedures previously approved by the Bankruptcy Court for 

distribution of property to satisfy claims. At such time the Restitution Obligation 

shall be satisfied. 

5. Section 6c of the Act, 7 U.S.C. §13a-1, provides the Court with authority to 

impose a civil monetary penalty against MF Global up to a maximum of triple the monetary gain 

received by MF Global for the violations alleged in the Complaint, or $140,000 per violation, 

whichever is greater. The maximum civil monetary penalty in this case against MF Global is 

measured by the monetary gain, i.e. the gain to MF Global from unlawful uses of segregated 

customer funds during the final week of October 2011. MF Global shall pay a civil monetary 
penalty in the amount of $100,000,000 (one-hundred million dollars), pursuant to Section 6c of 

the Act, 7 U.S.C. §13a-1 (the “CMP Obligation”). Any penalty imposed by the District Court, or 

any other court, shall be accorded the priority under section 726(a)(4) of title 11 of the United 

States Code (the “Bankruptcy Code”), 11 U.S.C. § 726(a)(4), and shall accordingly be 

subordinated to claims of customers and other senior classes of creditors, including general 

unsecured creditors, in the SIPA Proceeding pursuant to Section 726(a)(4) of the Bankruptcy 

Code. Nevertheless, the CMP Obligation shall constitute timely filed, allowed subordinated 

penalty claims of the Commission in the SIPA Proceeding payable to the extent any funds are 

left in the MF Global estate after satisfaction of all customer claims, all general unsecured claims 

and all other claims senior to a penalty pursuant to section 726 of the Bankruptcy Code. For 

greater certainty, all contractually subordinated claims are senior to the CMP Obligation unless 

otherwise expressly subordinated to penalties of the type described in Section 726(a)(4) of the 

Bankruptcy Code. 

6. The CMP Obligation is payable by electronic funds transfer, U.S. postal money 

order, certified check, bank cashier’s check, or bank money order. If payment is to be made 

other than by electronic funds transfer, the payment shall be made payable to the Commodity 

Futures Trading Commission and sent to the address below: 

Commodity Futures Trading Commission 

Division of Enforcement 

ATTN: Accounts Receivables—AMZ340 

E-mail Box: 9-AMC-AMZ-AR-CFTC 

DOT/FAA/MMAC 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

Telephone: (405) 954-5644 

If payment by electronic transfer is chosen, Linda Zurhorst or her successor should be contacted 

for instructions. MF Global shall accompany payment of the CMP Obligation and/or 
disgorgement with a cover letter that identifies MF Global and the name and docket number of 

this proceeding. MF Global shall simultaneously transmit copies of the cover letter and the form 

of payment to: (1) Director, Division of Enforcement, Commodity Futures Trading Commission, 

Three Lafayette Centre, 1155 21st Street, N.W., Washington, D.C. 20581; (2) the Chief, Office of 

Cooperative Enforcement, Division of Enforcement, Commodity Futures Trading Commission, 

Three Lafayette Centre, 1155 21st Street, N.W., Washington, D.C. 20581; and (3) Regional 

Counsel, Division of Enforcement, Commodity Futures Trading Commission, at the following 

address: 140 Broadway, 19th Floor, New York, NY 10005. 

IV. MISCELLANEOUS PROVISIONS 

1. This Consent Order shall supersede, amend, and/or replace any claims previously 

filed by the Commission in the SIPA Proceeding. 

2. Notwithstanding any other provision of this Consent Order, with the exception of 

the express agreements of the SIPA Trustee herein, the liquidation of MF Global shall not be 

prohibited or restricted by this Consent Order, and nothing in this Consent Order is intended to 

limit or constrain or alter the SIPA Trustee’s fulfillment of his responsibilities and duties under 

the laws of the United States, the Bankruptcy Code and/or the Orders of the United States 

Bankruptcy Court including, but not limited to, those duties related to the maintenance, 

preservation, marshaling and distribution of MF Global’s assets in accordance with the above 

authority. 

3. Cooperation: Subject to any legally recognized privilege of MF Global not 

previously waived in the SIPA Proceeding, the SIPA Trustee has cooperated and shall continue 

to cooperate fully and expeditiously with the Commission, including the Commission’s Division 

of Enforcement, and any other governmental agency, department or office in this action, and in 
any investigation, civil litigation, or administrative matter related to this Consent Order or the 

Complaint, or any current or future Commission investigation related thereto. 

4. Notice: All notices required to be given by any provision in this Consent Order 

shall be sent certified mail, return receipt requested, as follows: 

Notice to Commission: 

Stephen J. Obie 

Regional Counsel 

Division of Enforcement 

U.S. Commodity Futures Trading Commission 

140 Broadway, 19th Floor 

New York, NY 10005 

Notice to MF Global: 

James B. Kobak, Jr. 

Hughes Hubbard & Reed LLP 

One Battery Park Plaza 

New York, New York 10004 

Attorneys for James W. Giddens, Trustee for 

The SIPA Liquidation of MF Global Inc. 

5. Authority: The SIPA Trustee has obtained prior approval from the Bankruptcy 

Court in the SIPA Proceeding to enter into this Consent Order and the SIPA Trustee, or anyone 

so designated on his behalf, has been duly empowered to sign and submit this Consent Order on 

behalf of MF Global. 

6. Entire Agreement and Amendments: This Consent Order incorporates all of the 

terms and conditions of the settlement among the parties hereto to date. Nothing shall serve to 

amend or modify this Consent Order in any respect whatsoever, unless: (a) reduced to writing; 

(b) signed by all parties hereto; and (c) approved by order of this Court. 

7. Invalidation: If any provision of this Consent Order, or if the application of any 

provision or circumstances is held invalid, the remainder of this Consent Order and the 
application of the provisions to any other person or circumstances shall not be affected by the 

holding. In the event that the Restitution Obligation is not satisfied pursuant to this Consent 

Order, the remaining provisions, including, but not limited to, the consents and agreements set 

forth in Section II of this Consent Order are unaffected. 

8. Waiver: The failure of any party to this Consent Order at any time to require 

performance of any provision of this Consent Order shall in no manner affect the right of the 

party at a later time to enforce the same or any other provision of this Consent Order. No waiver 

in one or more instances of the breach of any provision contained in this Consent Order shall be 

deemed to be or construed as a further or continuing waiver of such breach of waiver of the 

breach of any other provision of this Consent Order. 

9. Counterparts and Facsimile Execution: This Agreement may be executed in two 

or more counterparts, all of which shall be considered one and the same agreement and shall 

become effective when one or more counterparts have been signed by each of the parties hereto 

and delivered (by facsimile, e-mail, or otherwise) to the other party, it being understood that all 

parties need not sign the same counterpart. Any counterpart or other signature to this Agreement 

that is delivered by facsimile shall be deemed for all purposes as constituting good and valid 

execution and delivery by such party of this Agreement. 

10. Continuing Jurisdiction of this Court: This Court shall retain jurisdiction of this 

cause to ensure compliance with this Order and for all other purposes related to this action, 

including any motion by the Trustee to modify or for relief from the terms of this Consent Order. 

11. The SIPA Trustee understands that the terms of the Consent Order are enforceable 

through contempt proceedings and that, in any such proceedings, he may not challenge the 

validity of this Consent Order. 
CONSENTED TO AND APPROVED BY: 

___________________________________ 

James W. Giddens, solely in his capacity as 

Trustee for the SIPA liquidation of MF Global 

Inc. 

Date: ___________________ 

_____________________________ 

James B. Kobak, Jr., Esq. 

Hughes Hubbard & Reed LLP 

One Battery Park Plaza 

New York, New York 10004 

(T) (212) 837-6000 

(F) (212) 422-4726 

Counsel for James W. Giddens, solely in his 

capacity as Trustee for the SIPA liquidation of 

MF Global Inc. 

Date: ___________________ 

___________________________________ 

Steven Ringer 

Chief Trial Attorney 

Stephen Obie 

Regional Counsel 

U.S. COMMODITY FUTURES TRADING 

COMMISSION 

140 Broadway, 19th Floor 

New York, New York 10005 

(646) 746-9700 

(646) 746-9940 (facsimile) 

Attorneys for Plaintiff 

Date: ________________________ 
There being no just reason for delay, the Clerk of the Court is hereby directed to enter this Final 

Consent Order of Restitution, Civil Monetary Penalty and Ancillary Relief Against MF Global 

Inc.

IT IS SO ORDERED 

DATED: New York, New York 

___________________, 2013 

 _________________________________ 

 [_________________] 

 United States District Judge