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December 2, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mark Brunhofer and Sharon Blume, Office of Finance

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Re:

 Burford Capital Limited

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 Form 20-F for the Fiscal Year Ended December 31, 2021

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 Filed March 29, 2022

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 File No. 001-39511

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Dear Mr. Brunhofer and Ms. Blume:

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Burford Capital Limited (“Burford”, the “Company” or “we”) has today submitted to the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter setting forth Burford’s responses to the comments of the staff of the SEC (the “Staff”) contained in your letter, dated October 17, 2022 (the “Comment Letter”), relating to Burford’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on March 29, 2022.

The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. The Staff’s comments are set forth in bold, followed by Burford’s response to such comments.

Form 20-F for the Fiscal Year Ended December 31, 2021

Consolidated statements of cash flows, page 80

1. We acknowledge your response to prior comment 1 and our discussion on October 4, 2022. Once you fund a capital provision asset, please describe for us any role you play in managing capital provision assets until settlement. As part of your response, describe the circumstances under which you have decision making ability over the litigation activities and costs incurred to support the matter.

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As we discussed during our conversation on October 4, we are an active manager of our capital provision assets, with a full-time team devoted to the oversight of those assets following the entry into a capital provision agreement and the commitment of tens of thousands of hours annually to these activities; as a rough estimate, we spent approximately 80,000 hours last year thus engaged. Our engagement will vary depending on the circumstances of each individual matter, including not only the matter’s litigation dynamics but also the experience and sophistication of our counterparties. It would be routine for us to consult on litigation strategy, to participate in choosing arbitrators and expert witnesses, to comment on draft pleadings, to assist in the creation of the damages theory, to consult on potential settlement and to manage spending and performance against budget.

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Burford devotes meaningful resources to managing our capital provision assets and working collaboratively to improve their value. Our interest is aligned with our counterparties in an effort to maximize value. While our counterparties are generally

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not obliged to follow our advice, there is a clear alignment of interest that makes our advice valuable to our counterparties and worthy of serious consideration. In short, we normally do not have decision making authority in a contractual sense, such that we can actually veto a decision by a counterparty; rather, we have active engagement that makes us a valued and influential advisor to the litigation team.

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We do note that there are some exceptions to the foregoing discussion when we are specifically contracted to assume some control of a litigation matter or the underlying asset. In those instances, we have control over the conduct of the litigation matter subject to whatever contractual terms have been agreed.

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As to costs incurred, when we are providing capital over time to meet the costs of pursuing the litigation matter, as is often the case, we track and manage spend to ensure that the costs being sought are consistent with an agreed budget and the progress of the case, and we generally have various rights with respect to those costs, such as declining to provide capital in excess of agreed budgets or in excess of an agreed total or withholding capital in the event of a materially negative change in the prospects of the litigation matter.

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2. We note in your cash flows from operating activities you include a subtotal for net cash provided by/(used in) operating activities before funding of capital provision assets and net (funding of)/proceeds from marketable securities. Please tell us why you believe presenting a total other than net cash provided by (used in) operating activities is consistent with the Form and Content guidance provided in ASC Subtopic 230-10-45. Tell us how you concluded this was not a non-GAAP financial measure, which would be prohibited from inclusion in the financial statements under Item 10(e)(1)(ii)(C) of Regulation S-K.

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While we believe the subtotal is helpful to investors in understanding the cash flows of our business, we will revise our presentation of cash flows from operating activities in future periodic filings to remove the subtotal for net cash provided by/(used in) operating activities before funding of capital provision assets and net (funding of)/proceeds from marketable securities.

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Note 2: Summary of significant accounting policies

Fair value hierarchy

Valuation processes

Valuation methodology for Level 3 investments, page 85

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Before turning to the Staff’s specific questions, we thought some broader context would be useful.

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Burford was founded more than 13 years ago. Its founders had been engaged in legal finance for some preceding years, making them among the pioneers of this asset class. Since Burford’s founding, it has grown into the clear market leader, providing billions of dollars of legal finance around the world with a team approaching 150 people who rival a leading law firm in terms of litigation experience and breadth. Indeed, Burford has already recovered almost $2 billion in cash proceeds from litigation matters and is one of the largest purchasers of legal services in the world.

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As part of that history, Burford has an extraordinary amount of data and experience about complex commercial litigation, and we put those data to work in our investment and valuation processes. Our approach to asset valuation has been consistent for our entire existence and focuses on objective litigation events, which we believe to be the best expression of fair value in this unique asset class. While we explain below our methodology and its consistency with the relevant accounting principles, we would also be pleased to continue our ongoing dialogue with the Staff on this topic.

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We also note that this is unlikely to be a static approach but rather one which has evolved over time and continues to do so. This is a young asset class and every passing year brings more sophistication, larger pools of data and more analytics around them and increased capital flows.

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3. ASC Topic 820 defines market participant as a buyer that is knowledgeable, having a reasonable understanding about the asset and the transaction using all available information that might be obtained through due diligence efforts that are usual and customary. As it relates to the valuation of your capital provision assets, please tell us:

 ● the information you obtain and consider as part of your due diligence process to determine the amount you will agree to pay to acquire contractual rights to litigation settlements or amounts receivable under court judgments;

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Many of Burford’s capital provision assets relate to litigation matters that are at the beginning of the litigation process, and thus Burford’s diligence is in aid of the effort to attempt to predict how a court will ultimately decide the case. Not only is there not a judicial decision to consider as part of that process, but often we do not even know which judge has been assigned to the case or even which court the case will be filed in. Thus, we are reliant on non-judicial inputs to our diligence. Sometimes, however, we are providing capital in connection with cases that have advanced through the process and obtained various judicial rulings, and perhaps have even already succeeded at trial in obtaining a judgment. When that occurs, then our diligence pivots to considering those judicial inputs as by far the most significant factors in our consideration.

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When Burford begins substantive discussions with a potential counterparty about providing capital in connection with a litigation claim, a first step is to execute a non-disclosure agreement that extends relevant legal privileges to Burford and enables us to receive confidential material that is legally privileged and/or protected from disclosure by the attorney work product doctrine (together referred to here as “privileged” material). There is clear law protecting a litigant’s legal privilege from waiver – the risk of the material losing its privileged status because of its disclosure to a third party – in such circumstances. Any waiver of legal privilege would be an extremely serious matter with real detriment to the litigant.

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Burford then conducts extensive diligence. That diligence has three main areas of focus:  (i) the merits of the claim determined by the rigorous application of the law to the developed facts; (ii) the damages that could be awarded on the claim in an adjudication as well as the realistic settlement value of the matter were it to be resolved without adjudication; and (iii) the enforceability of an ultimate judgment or award, including consideration of credit risk as to both our counterparty and the litigation defendant.

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Burford’s diligence is tailored to the facts and circumstances of each case. For example, in a breach of contract case, we focus on the language of the contract and the specific facts relating to the argument of the breach; in a patent case, we focus on the validity and infringement of the patent; and in a competition case, we focus on the market dynamics and the elements of monopolization.

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However, constants in Burford’s diligence are the privileged assessments of the case by the client’s outside counsel; the key primary documents and witness evidence; and financial and economic analyses. The Burford team engages in extensive interaction with the litigant and its counsel on all of these issues as well as the economics of a potential provision of capital. Depending on the case, other diligence will occur:  in a patent case, we may tear down or reverse engineer a product; in a fact-dependent case, we may conduct witness interviews or mock cross-examinations; in a case with enforcement risk, we

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may do preliminary work on the location and quality of assets. We regularly engage with technical and economic experts. We also consider the quality of the lawyers proposed to take the case forward.

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An integral part of this process is arriving at an appropriate economic arrangement with our counterparty. That is, the outcome of our diligence will determine the amount we are willing to pay to acquire the contractual rights to litigation settlements or amounts receivable under court judgments. We believe it is relevant to observe that our economic terms are also protected by legal privilege, as they disclose our evaluation of the case which is based in part on legally privileged material.

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On average, it takes three months of diligence to go from initial contact to closing.

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We believe Burford’s due diligence and underwriting efforts described above, including execution of a non-disclosure agreement and access to privileged information, are generally consistent with those performed by other market participants in connection with evaluation of initial capital provision opportunities, albeit with Burford having more experience, scale and resources than many other market participants. In contrast to the secondary market for capital provision assets (discussed below), there is a competitive market for initial capital provision opportunities and should we be competing against one or more other capital providers for the opportunity, we would expect all of those competitors to have general parity of information from the counterparty at the stage of the initial capital provision transaction because the counterparty is incentivized to provide that information to enable a transaction.

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The approach described above relates to litigation matters at their inception, without any meaningful progress through the adjudicative process and thus without objective adjudicative events in the case; to the extent we consider matters as to which there is already substantive adjudicative progress, we consider the outcomes of objective adjudicative events as a predominant part of our investment process. In other words, court decisions always trump our own assessments; for example, if we finance an appeal of a trial court judgment, by far the most important element of our diligence is the trial court’s ruling.

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 ● the information you obtain and consider as part of your due diligence process to determine whether you should increase the amount you pay to acquire additional contractual rights to litigation settlements or amounts receivable under court judgments for cases (or pools of cases) in which you already have investments;

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It is unusual for Burford to acquire additional rights in litigation matters following our original capital provision agreement, although it can happen from time to time. As requested, we discuss that eventuality below, but this is not ordinary course of business for Burford.

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When Burford agrees to provide capital to cover the ongoing legal fees and expenses of a litigation matter, we typically agree up-front to a certain level of capital to be provided over time and generally pursuant to a budget provided by the litigant’s law firm. Then, as the matter progresses, Burford makes periodic payments pursuant to that agreement, which also provides for Burford’s ultimate return if the matter is successful. Burford is generally contractually obliged to make those payments. In other words, Burford is not re-underwriting or re-diligencing the matter at the time of making each payment; we are simply making those payments consistent with a pre-existing contractual obligation.

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Burford does have in many of its agreements the ability to cease providing capital mid-way through a matter if there has been a material negative change in the merits of the case, but that is a right exercised extremely rarely, both because it

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would be injurious to Burford’s reputation in the marketplace should it be seen to be withdrawing support for pending litigation and also because cases that develop material weaknesses tend to be resolved by settlement rather than pursued through adjudication.

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In those unusual instances where a commitment of additional capital is sought in an ongoing matter (perhaps because events in the case have caused the budget to be exceeded or perhaps because the counterparty is seeking further capital for other purposes), Burford re-underwrites the matter consistent with the discussion of its underwriting and diligence process above. Were we to find ourselves in this situation, Burford would expect to negotiate new economic terms for the entire matter; we do not tend to have multiple tranches of capital committed to the same matter with differing economic terms.

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 ● whether you believe gathering and considering the information you consider would not be usual and customary for a knowledgeable party to obtain to have a reasonable understanding of the price that party would pay to acquire the right under the contracts you enter into, and if not why not; and

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As described above, in connection with an initial provision of capital to counterparties, Burford believes it would be usual and customary for any knowled