Summary
This 8-K filing by Marsh & McLennan Companies, Inc. (MRSH) on April 9, 2009, primarily serves as a procedural update related to a previously filed Form S-4 Registration Statement. The core purpose of this filing is to provide supporting legal opinions and consents from Gibson, Dunn & Crutcher LLP. These documents are directly linked to the issuance of shares under the aforementioned Registration Statement, following an Agreement and Plan of Merger dated March 2, 2009. Investors should note that this report does not contain new financial results or significant operational updates. Instead, it focuses on the legal and regulatory requirements associated with share issuances stemming from a merger transaction.
Key Highlights
- 1Filing relates to a Form S-4 Registration Statement (No. 333-155571) filed previously on November 21, 2008, as amended.
- 2The report is in connection with the issuance of shares under the Registration Statement, pursuant to an Agreement and Plan of Merger dated March 2, 2009.
- 3Includes legal opinions and consents from the law firm Gibson, Dunn & Crutcher LLP as exhibits.
- 4Exhibit 5.1 and 5.2 contain legal opinions from Gibson, Dunn & Crutcher LLP.
- 5Exhibits 23.1 and 23.2 contain consents from Gibson, Dunn & Crutcher LLP, referencing the opinions in Exhibits 5.1 and 5.2 respectively.
- 6This filing does not disclose new financial results or material operational changes.
Frequently Asked Questions
The main purpose of this 8-K filing is to provide necessary legal opinions and consents from counsel (Gibson, Dunn & Crutcher LLP) related to the issuance of shares under a previously filed Form S-4 Registration Statement. This is a procedural step tied to a merger agreement.
No, this filing does not contain any new financial statements, performance updates, or operational disclosures. It is focused on legal documentation supporting a merger-related share issuance.
The Agreement and Plan of Merger dated March 2, 2009, is the underlying transaction that necessitates the issuance of shares. This 8-K filing provides the legal framework and endorsements required for that share issuance, as filed under the Form S-4 Registration Statement.
Gibson, Dunn & Crutcher LLP is a law firm. Their legal opinions and consents are included as required by regulatory procedures to confirm certain legal aspects related to the share issuance in connection with the merger, ensuring compliance and providing assurance to investors and regulators.