ESOP Companies and ESOP Fiduciaries: Standard of Fiduciary Duties, Pleadings Requirements, and Asset Sales

Lessons From Recent Case Law for Minimizing and Defending Litigation

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, August 23, 2017
Recorded event now available


This CLE webinar will provide ERISA counsel with a review of cutting edge developments impacting ESOP companies and ESOP fiduciaries. The program will discuss ERISA fiduciary duty standards post-Dudenhoeffer and its progeny, and offer lessons learned from recent litigation for defending and minimizing litigation.

Description

The Supreme Court’s Dudenhoeffer ruling eliminated and replaced the presumption of prudence rule for ERISA fiduciaries of plans designed to invest in company stock with a pleading requirement that plaintiffs demonstrate the fiduciary acted imprudently.

While the ruling complicates plaintiff challenges of fiduciary decisions regarding employer stock, plaintiffs have adjusted their strategies in pleading breach of fiduciary duty. Furthermore, at least one appellate court ruling limits Dudenhoeffer to ESOPs that hold publicly traded stocks.

Also, an array of complex issues come into play when an ESOP company sells its assets rather than its stock. ESOP fiduciaries are faced with important ERISA fiduciary standards, valuation and other unique considerations in an asset sale.

Listen as our panel of attorneys provides ERISA counsel with a review of ERISA fiduciary duty standards post Dudenhoeffer and its progeny, and offers lessons learned from recent litigation for ESOP companies and their fiduciaries in defending and minimizing litigation.

Outline

  1. Fiduciary standards post Dudenhoeffer
  2. Case law developments
  3. Company asset sales
    1. Valuation considerations
    2. Corporate governance

Benefits

The panel will review these and other key issues:

  • The impact of the Supreme Court’s Dudenhoeffer decision on fiduciary duty standards for ESOP companies and ESOP fiduciaries
  • Lessons from recent ESOP litigation
  • Complex issues arising when an ESOP company sells its assets rather than its stock

Faculty

Eliot T. Burriss, Partner
McDermott Will & Emery, Dallas

Mr. Burriss litigates complex commercial disputes throughout the United States, serving as counsel to global clients in all aspects of litigation. In recent years, he has had a particular emphasis on representing health care and life sciences companies, as well as a variety of organizations in antitrust, ERISA and other significant matters. He has tried state and federal antitrust claims and government investigations, as well as claims of unfair competition, ERISA, breach of fiduciary duty, deceptive trade practices, trademark violation, breach of contract, vicarious liability, products liability and tortious interference with contractual relationships.

Erin Turley, Partner
McDermott Will & Emery, Dallas

Ms. Turley focuses her practice on employee benefits matters. She has extensive experience handling issues pertaining to the ERISA and ESOPs. She focuses her ESOP practice on the design and implementation of ESOP transactions and provides ongoing legal counsel to ESOP-owned companies. She has been involved in hundreds of transactions, including leveraged buyouts, mergers, acquisitions, and the structuring and financing of ESOPs using private equity. She also has extensive experience representing lenders in designing and negotiating credit facilities specifically tailored to the needs of ESOP-owned companies. She writes and speaks frequently on ERISA and ESOP issues.

Emily Rickard
McDermott Will & Emery, Washington, D.C.

Ms. Rickard focuses her practice on  employee benefits matters. In addition to employee benefits, she concentrates on ERISA dispute resolution, executive compensation, health and welfare benefits, and retirement benefits.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

How does this work?


Recorded Event

Includes full event recording plus handouts.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00

How does this work?

Recorded Audio Download (MP3) $297.00

How does this work?


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

or call 1-800-926-7926

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

The program covered topics that are of significant concern to many of my clients and I enjoyed the good discussion of the case law supporting the various points made.

Larry Crabtree

King & Ballow

The webinar addressed exactly what I needed for this area of my practice. Very useful information and very impressive program.

Nona Massengill

Williams Mullen

The seminar reinforced information and explained issues in a clear manner without being either too elementary or too technical.

Mary Bowden

SC&H Group

Strafford's on-line session was easy to attend and the topic was timely.

Jessica Lermond

Chartis Claims

Good materials plus well prepared presenters and a good level of detail.

John H. Merkle

Fredrikson & Byron

or call 1-800-926-7926

Employment & ERISA Advisory Board

Susan E. Bernstein

Special Counsel

Schulte Roth & Zabel

Judith (Jude) Biggs

Partner

Holland & Hart

Joshua Davis

Director

Goulston & Storrs

Barbara E. Hoey

Partner

Kelley Drye

Jeffrey Hollingsworth

Partner

Perkins Coie

Diana L. Hoover

Partner

Hoover Kernell

Paul J. Kennedy

Shareholder

Littler Mendelson

Marcia Nelson Jackson

Partner

Wick Phillips

William C. Martucci

Partner

Shook Hardy & Bacon

Laura Foote Reiff

Shareholder

Greenberg Traurig

Eugene Scalia

Partner

Gibson Dunn & Crutcher

Peter Steinmeyer

Member

Epstein Becker & Green

Teresa R. Tracy

Partner

Freeman Freeman Smiley

Todd D. Wozniak

Shareholder

Greenberg Traurig

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.