ESOPs can pay fair market value for the stock: Stock purchased by an ESOP must be appraised by an independent third party expert working with a trustee for the ESOP who must also be independent from the seller. The ESOP is...more
The Eleventh Circuit recently affirmed an Alabama district court’s decision granting summary judgment in favor of Allstate Insurance Company in a consolidated ERISA class action challenging Allstate’s decision to stop paying...more
For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside,...more
Companies implement bonus plans to meet a variety of business objectives: retention, specific company business goals, change of control, and others. In designing bonus plans, there are a variety of legal fields that must be...more
A federal district court judge in Washington D.C. dismissed an ERISA fiduciary breach suit brought by a former employee of George Washington University (“GW”), finding the former employee lacked standing to sue. The...more
A Third Circuit decision, Sikora v. UPMC, 876 F.3d 110 (3d Cir. 2017), deepens a circuit split over whether a participant’s bargaining power is relevant to determining whether a plan qualifies for “top hat” status under...more
Editor’s Overview - In 2016, we saw a considerable uptick in the number and variety of excessive fee lawsuits commenced against plan fiduciaries of defined contribution plans. We begin the year by taking a look at these...more
In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more
Editor's Overview - This month we feature three key developments. First, we review the U.S. Supreme Court's decision in Gobeille v. Liberty Mut. Ins. Co., 136 S. Ct. 936, 947 (2016) wherein the Supreme Court held that a...more
The U.S. Department of Labor (DOL) has increased its examinations of the procedures of defined benefit and defined contribution retirement plans for locating and paying out benefits to terminated vested participants whom the...more
Editor’s Overview - This month we review the U.S. Supreme Court’s decision in Montanile v. Board of Trustees of National Elevator Industries Health Benefit Plan where the Supreme Court considered the scope of...more
Board members tend to stay with companies for a relatively long time, but, like employees, sometimes it makes sense for a board member to leave. Here is what I try to do when a board member departs: - Clear...more
Editor's Overview - In this month's newsletter, Anthony Cacace analyzes the heavily anticipated Supreme Court ruling in Tibble v. Edison Intl., 135 S. Ct. 1823 (2015), where the Court held that ERISA's fiduciary duty of...more