Seyfarth Synopsis: New SEC rules aiming to curb insider trading by directors and officers of public companies took effect on February 27, 2023.
On December 14, 2022, the Securities and Exchange Commission (“SEC”) adopted by unanimous vote: (1) final amendments to Rule 10b5-1 (17 CFR § 240.10b5-1) under the Exchange Act of 1934 (the “Exchange
By: Jim Goodfellow and Kathleen Cahill Slaught
In Retirement Plans Committee of IBM v. Jander, the Supreme Court, in a unanimous opinion, clarified the its opinion in Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. 409 (2014), which set forth the duties that administrators of Employee Stock Ownership Plans (“ESOP”) owe to participants, and
By: Mark Casciari
Synopsis: ERISA stock-drop litigation has diminished in recent years due to the Supreme Court’s Dudenhoeffer decision (and a rising stock market). Now, the Court will have another chance to weigh in on whether federal ERISA litigation in this space should breathe new signs of life.
There is a trend-line in recent Supreme
Seyfarth synopsis: The Second Circuit reversed dismissal of an ERISA stock drop class action finding plaintiff alleged enough to plausibly show that disclosure of alleged corporate problems would not have done more harm than good and sketching a treasure map for ERISA plaintiffs seeking to recover for 401(k) plan losses.
By Ian H. Morrison and
By: Ian Morrison and Abigail Cahak
The first (or second) question to ask in any ERISA breach of fiduciary duty case is whether the acts in question are even fiduciary acts.
On appeal in an ERISA “stock drop” case, the Second Circuit focused on that basic question, resulting in a clean win for the defendants.
By: Ward Kallstrom and Michelle Scannell
The Ninth Circuit recently grappled with whether the presumption of prudence, which normally protects fiduciaries in stock drop class actions, applies where the plan permits, but doesn’t require or encourage, the fiduciaries to offer employer stock as an investment option. In Harris v. Amgen, 55 EBC 2093, the court
By: Ian Morrison, Sam Schwartz-Fenwick and Chris Busey
Any trial lawyer knows the value of a good analogy.
In a recent damages ruling in a complex ESOP case, the Western District of Wisconsin composed a musical metaphor to explain its philosophy on ERISA damages.
InChesemore v. Alliance Holdings, Inc., No. 3:09-cv-00413 (W.D. Wis.
By: Ron Kramer and Jim Goodfellow
Recently, in White, et. al. v. Marshall & Ilsley Corp., the Seventh Circuit concluded that a claim against an Employee Stock Ownership Plan can be dismissed if a plaintiff does not overcome the Moench presumption. In what is becoming an all-to-common result for plaintiffs who bring “stock drop”
By: Amanda Sonneborn and Chris Busey,
In Metyk v. KeyCorp, No. 10-CV-2112 (N.D. Ohio Jan. 29, 2013),Judge Donald C. Nugent of the Northern District of Ohio granted Keycorp’s motion to dismiss in a sister case to Taylor v. KeyCorp, Nos. 10-4163, -4198, -4199, (6th Cir. May 25, 2012), which was previously covered
By: Mark Casciari and Ada Dolph,
The Court of Appeals for the Sixth Circuit ruled in Pfeil v. State Street Bank & Trust Co., 671 F.3d 585, 591 (6th Cir. 2012) that the presumption that a fiduciary acted reasonably in retaining company stock cannot be applied at the pleading stage of litigation. Pfiel