United States securities and exchange commission logo





                          July 31, 2020

       Christopher Bogart
       Chief Executive Officer
       Burford Capital Limited
       Regency Court, Glategny Esplanade
       St. Peter Port GY1 1WW
       Guernsey

                                                        Re: Burford Capital
Limited
                                                            Draft Registration
Statement on Form 20-F
                                                            Submitted July 6,
2020
                                                            CIK No. 0001714174

       Dear Mr. Bogart:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form 20-F

       Item 3. Key Information
       D. Risk Factors
       Our portfolio may be concentrated in cases likely to have correlated
results, page 9

   1.                                                   We note your disclosure
here that your legal finance assets with a single law firm
                                                        represented
approximately 13% of your group-wide commitments. Please disclose the
                                                        name of the law firm or
advise.
 Christopher Bogart
FirstName  LastNameChristopher Bogart
Burford Capital Limited
Comapany
July       NameBurford Capital Limited
     31, 2020
July 31,
Page  2 2020 Page 2
FirstName LastName
A significant portion of our fund assets under management are attributable to a
fund with a single
investor, page 11

2.       Please disclose the single investor of BOF-C that represents
approximately 23% of your
         fund assets under management or advise why this information is not
material to investors.
The laws, regulations and rules relating to legal finance are evolving and may
be uncertain, page
12

3.       Please expand the risk factor to address proposed bills as they relate
to legal finance in the
         United States. For example, please discuss briefly the "Litigation
Funding Transparency
         Act" recently introduced in Congress. Also please briefly expand your
risk factor
         disclosure to discuss the prohibitions or restrictions in connection
with funding claims that
         you reference in this risk factor, as applicable to the jurisdictions
in which you operate, or
         advise. Please also expand your disclosure related to these
prohibitions or restrictions
         under "Regulations," at page 32, or elsewhere under Business Overview,
as applicable, or
         advise. Please discuss any risks and regulations or restrictions with
owning Burford Law
         as a standalone law firm along with your legal finance businesses, if
applicable, or advise.
We are subject to the risk of being deemed an investment company, page 13

4.       Please provide us additional analysis as to why you are not an
investment company as
         defined in the Investment Company Act of 1940, as it pertains to the
funds described
         under "Complex Strategies," at page 28 and "Asset Management," at page
29.
Item 4. Information on the Company, page 23

5.       We note that some important information about your general mode of
business operations
         does not appear to be disclosed in this section, but instead described
in the financial or
         other sections. Please include here a brief description of the
following:
             resale of a portion of your legal assets, including specific
percentages of your largest
             claims (page 40);
             state that your undrawn commitments are divided into two
categories: discretionary
             and definitive and describe major characteristics of each category
(page 52);
             your commitments by region, for example, 42% in North America, and
30% Europe
             (page 55);
             types of claims you invest in, such as antitrust 15%, intellectual
property - 12%,
             arbitration - 10% (page 58);
             the biggest industries for your legal claims, for example,
insurance and utilities (page
             59);
             the fact that corporate clients account for 52% of your
commitments, law firms for
             44%, other clients for 4% (page 61); and
             the fact that you issue legal expenses insurance policies through
your wholly owned
             subsidiary and Guernsey based insurer, Burford Worldwide Insurance
Limited (page
             F-12).
 Christopher Bogart
FirstName  LastNameChristopher Bogart
Burford Capital Limited
Comapany
July       NameBurford Capital Limited
     31, 2020
July 31,
Page  3 2020 Page 3
FirstName LastName
6.       Please disclose in this section your pricing model, such as percentage
or fixed fee, a range
         or a combination of the two you charge for legal finance claims. In
addition, based on the
         risk factor on page 10 it appears that you charge asset management
performance fees.
         Please disclose the average fee or a range of such fees, or advise.
7.       We note your disclosure on page 27 that you have also launched Burford
Law. Please add
         this company to your organizational chart on page 23 and list it in
the table on page 24 or
         advise.
Complex strategies, page 28

8.       Please expand your disclosure in this section to describe your
"complex strategies"
         business in more detail:
             Clarify what you mean when you state that you "acquire assets that
[you] believe are
             mispriced." For instance, please clarify if you acquire these
assets from another legal
             finance company.
             Explain what you mean by your statement that you "are the owner of
the asset subject
             to the claim, and therefore retain that decision-making
authority." Please clarify what
             decision-making authority are you referring to. Do you make any
decisions directly
             related to the litigation strategies, ability to make decisions to
settle or go to trial, or
             any other decisions traditionally reserved only for litigation
parties and their counsel?
             Please explain the statement that "there are significant risk
management benefits with
             complex strategies investments because, if we lose the litigation,
we still own the
             underlying asset, as opposed to the core litigation finance
business where a loss of the
             case will generally cause us to lose our entire funded cost."
Asset Management, page 29

9.       Please clarify what you mean by "sidecar" funds and how those pertain
to the specific
         assets.
D. Property, Plant and Equipment, page 33

10.      Please describe general details of your office leases, including the
size of each lease.
         Refer to Item 4.D of Form 20-F.
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 34

11.      Please revise your operating results discussions throughout to
quantify and explain the
         underlying cause(s) for the variation in the financial statement
captions period over
         period. By means of example, the following list is not exhaustive:
             Revise your capital provision income disclosure on page 35 to
quantify the amount of
             the decline attributed to lower realized gains and lower fair
value adjustments on
             capital provision assets and explain why both these amounts were
lower in 2019.
             Revise your service income disclosure on page 35 to explain why
your fee-for-
 Christopher Bogart
FirstName  LastNameChristopher Bogart
Burford Capital Limited
Comapany
July       NameBurford Capital Limited
     31, 2020
July 31,
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FirstName LastName
              service income from your asset recovery business increased
despite your transition to
              a contingent risk model.
                Revise your asset management income disclosure on page 37 to
explain why
              management fees are lower on older funds.
                Revise your insurance income disclosure on page 37 to explain
why the settlement of
              two large cases results in an increase in income.
Segments, page 38

12.      Please revise your segment disclosure to include a discussion about
segment profit or loss.
D. Trend Information
Non-IFRS Supplemental Financial Measures, page 44

13.      Please revise your disclosures to clearly state the reasons why you
believe that the
         presentation of each of your group-wide measures provides useful
information to
         investor's regarding your financial condition and results of
operations as required by Item
         10(e)(1)(i)(C) of Regulation S-K. In your response, at a minimum,
explain why:
             Group-wide portfolio information on capital provision assets is
meaningful to
             investors when not all the value is expected to inure to you and
your shareholders;
             and
             Group-wide undrawn commitments is meaningful to investors when not
all
             commitments will be funded by you.
Item 6. Directors, Senior Management and Employees
Carry Pools Plan, page 78

14.      Please clarify what employees or groups of employees fall in the
category of "certain
         employees" who may be invited to participate in the carry pool plans.
Please also expand
         to explain the assets that are included in the "certain pools of
assets."
Item 19. Exhibits, page 109

15.      We note several references in the registration statement to your
long-term incentive plan.
         Please file the plan as an exhibit to the registration statement and
describe its material
         terms. In the alternative, please advise.
Notes to the Consolidated Financial Statements
Note 2: Basis of preparation and principal accounting policies
Asset management income, page F-13

16.      Please tell us, and revise your policy as appropriate, how you account
for the clawback
         provision in some of your asset management agreements identified in
the risk factor at the
         bottom of page 10. In your response letter, reference for us the
authoritative literature you
         rely upon to support your accounting.
 Christopher Bogart
FirstName  LastNameChristopher Bogart
Burford Capital Limited
Comapany
July       NameBurford Capital Limited
     31, 2020
July 31,
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Financial instruments
7) Third-party interests in consolidated entities, page F-16

17.      We note your classification of third-party interest in consolidated
entities as financial
         liabilities at fair value through profit and loss. As these amounts
appear to be akin to non-
         controlling interests, please tell us:
             Why you do not classify them as a component of equity as required
by paragraph
              54(q) of IAS 1 and paragraph 22 of IFRS 10;
             Why you classify the change in this item as a component of income
instead of as an
              allocation of profit for the period as required by paragraph 81B
of IAS 1; and
             Why you do not provide a rollforward of the balance as a component
of equity as
              required by paragraph 106(a) of IAS 1.
         In your response, reference of us the authoritative literature you
rely upon to support your
         classification and accounting.
Taxation, page F-18

18.      We note your risk factor on page 17 regarding significant uncertainty
for the tax treatment
         of your financing agreements. Please revise your policy note to
disclose how you account
         for this uncertainty. In addition, revise Note 4 to provide the
disclosures required by
         paragraphs A4 and A5 of IFRIC 23 or tell us why this disclosure is not
warranted.
Note 13: Cash management assets, page F-35

19.      You disclose that your cash management assets at December 31, 2019
were invested
         primarily in a listed investment fund and fixed income securities.
Please tell us your
         consideration for disclosing more granular information about the
composition of this
         portfolio under the requirements in paragraphs 25 and 6 of IFRS 7 to
disclose fair value
         information about financial assets by class.
Note 21: Fair value of assets and liabilities, page F-42

20.      We acknowledge your methodology disclosure regarding your capital
provision assets
         here and in critical accounting estimates on page 40 and in Note 2 on
page F-17. We also
         acknowledge your sensitivity disclosure and reasonably possible
alternative assumptions
         disclosure on page F-45. Please address the following:
             Revise your disclosure to provide some meaningful quantitative
information about
              the significant unobservable inputs utilized in your fair value
estimates as required by
              paragraph 93(d) of IFRS 13. Notwithstanding your confidentially
argument
              regarding individual assets/matters presented on page 67 and
elsewhere in your filing,
              disclosure of aggregate portfolio ranges and weighted averages
appears appropriate.
              If you continue to believe it inappropriate to provide this
required quantitative
              information, provide us your analysis support your assessment of
fair value and the
              various inputs and explain why you cannot provide relevant
quantitative information.
             Tell us why your sensitivity analysis required by paragraph 93(h)
of IFRS and
 Christopher Bogart
FirstName  LastNameChristopher Bogart
Burford Capital Limited
Comapany
July       NameBurford Capital Limited
     31, 2020
July 31,
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FirstName LastName
              presented on page F-45 is limited to a simple 10% of the current
balance and why
              you cannot provide other reasonably possible alternatives. In
your response, tell us
              why the amounts disclosed are not 10% of the capital provision
assets balances
              reported on your balance. In this regard, it appears that the
impact on income should
              be a pre-tax amount while the impact on net assets should be an
after-tax amount.
Note 22: Risk management
Credit risk, page F-49

21.      In the penultimate paragraph of this section you disclose that you
apply the simplified
         approach to recognize impairment on settlement and receivable balances
based on the
         lifetime expected credit loss. Please tell us why it is appropriate to
use the simplified
         approach for your settlement receivables when paragraph 5.5.15 of IFRS
9 indicates that it
         applies only to trade receivables and contract assets under IFRS 15 or
lease receivables
         under IFRS 16. Your settlement receivables appear to be generated from
your capital
         provision assets accounted for as financial instruments under IFRS 9.
Reference for us the
         authoritative literature you rely upon to support your accounting.
General

22.      We note that your forum selection provision identifies the Courts of
Guernsey as the
         exclusive forum for litigation asserting a cause of action arising
under the Companies Law
         or your articles of incorporation. Please disclose whether this
provision applies to actions
         arising under the Securities Act or Exchange Act. If so, please also
state that there is
         uncertainty as to whether a court would enforce such provision. If the
provision applies to
         Securities Act claims, please also state that investors cannot waive
compliance with the
         federal securities laws and the rules and regulations thereunder. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act. Please also describe the exclusive
forum provision in
         your registration statement.
23.      We note that article 40 of your Articles of Incorporation indicates
that the Company shall
         be entitled to security for costs in connection with any proceeding
brought against it,
         which appears to be a fee shifting provision. Please disclose the
following information in
         your registration statement:
             the types of actions subject to this provision, including whether
you intend to apply
             the provision to claims under the federal securities laws;
             the level of recovery required by the plaintiff to avoid payment;
and
             who is subject to the provision (for example, former and current
shareholders, legal
 Christopher Bogart
Burford Capital Limited
July 31, 2020
Page 7
              counsel, expert witnesses) and who would be allowed to recover
(e.g., company,
              directors, officers, affiliates).

       You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or Susan Block at 202-551-3210 with any
other
questions.



FirstName LastNameChristopher Bogart                         Sincerely,
Comapany NameBurford Capital Limited
                                                             Division of
Corporation Finance
July 31, 2020 Page 7                                         Office of Finance
FirstName LastName