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United States securities and exchange commission logo
April 20, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re: Burke & Herbert
Financial Services Corp.
Amendment 2 to
Registration Statement on Form 10
Filed on April 20,
2023
File No. 001-41633
Dear Roy Halyama:
We have reviewed your
filing and have the following comment.
Please respond to our comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to
our comment, we may have additional comments.
Amendment No. 2 to Form 10-12B filed April 20, 2023
General
1. We note that Section 6
of Article IX of your bylaws identifies the United States District
Court for the Eastern
District of Virginia, Alexandria Division or, in the event that court
lacks jurisdiction to
hear such action, the Circuit Court of the City of Alexandria, Virginia
as the sole and
exclusive forum for certain litigation, including any derivative action.
Please revise to
clearly describe the provision in Item 11 and Risk Factors as appropriate.
Disclose whether this
provision applies to actions arising under the Securities Act or
Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or
the rules and regulations thereunder, and 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 the provision applies to Securities Act claims, please also revise
your registration
statement to state that there is uncertainty as to whether a court would
Roy Halyama
Burke & Herbert Financial Services Corp.
April 20, 2023
Page 2
enforce such provision and that investors cannot waive compliance with
the federal
securities laws and 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. Finally, please be
certain your risk
factor disclosure includes the risks that your exclusive forum
provision may result in
increased costs for investors to bring a claim and that the provision
can discourage claims
or limit investors' ability to bring a claim in a judicial forum that
they find favorable
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with
any other
questions.
FirstName LastNameRoy Halyama Sincerely,
Comapany NameBurke & Herbert Financial Services Corp.
Division of Corporation
Finance
April 20, 2023 Page 2 Office of Finance
FirstName LastName