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 premium CLE webinar with Q&A

Conducted on Wednesday, August 23, 2017

Recorded event now available

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Course Materials

This CLE course 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.


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.



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


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


Burriss, Eliot
Eliot T. (Eli) Burriss

McDermott Will & Emery

Mr. Burriss litigates complex commercial disputes throughout the United States, serving as counsel to global...  |  Read More

Turley, Erin
Erin Turley

McDermott Will & Emery

Ms. Turley focuses her practice on employee benefits matters. She has extensive experience handling issues...  |  Read More

Rickard, Emily
Emily Rickard

McDermott Will & Emery

Ms. Rickard focuses her practice on  employee benefits matters. In addition to employee benefits, she concentrates...  |  Read More

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