Morgan Lewis on ESOPs
March 2006

In this Issue:

• Malpractice Claims May Be Brought in State Court Against Firm That Allegedly Undervalued Stock Help in ESOP:
  In a recent ruling that could have an impact on professional service providers within the ESOP community, a federal district court magistrate held that ERISA does not preempt a state law claim for professional malpractice brought against a firm that provided valuations for an ESOP
• No Breach of Fiduciary Duty in Merging Two ESOP Plans:
  In a recent case involving the merger of two ESOP plans, the U.S. District Court for the District of New Jersey held that plan fiduciaries did not breach their fiduciary duties in allowing the merger.
• SEC No-Action Letter Issued Regarding Company's Stock Trading Program:
  On October 20, 2005, the Securities and Exchange Commission issued a favorable no-action letter in connection with a proposed stock sale and repurchase plan for TEOCO Corporation, an employee-owned company. While the plan did not involve an ESOP, some aspects of the plan and the SEC's response will be of interest to ESOP companies.

For the full story, please view the PDF.