Sixth Circuit Dismisses ERISA Stock Drop Action Against Cliffs Natural Resources
The Sixth Circuit affirmed the dismissal of ERISA stock drop claims by participants in the Cliffs Natural Resources’ 401(k) Plan. The participants alleged fiduciary breach claims based on public and non-public information arising out of the collapse in iron ore prices that caused the company’s stock price to decline 95%. With respect to the public information claim, the Court held that a “fiduciary’s failure to investigate the merits of investing in a publicly traded company” is not the type of “special circumstance” that can support a claim based on public information, and that plaintiffs also must plead “what, if anything, the fiduciaries might’ve gleaned from publicly available information that would undermine reliance on the market price.”
With respect to the non-public information claim, the Court rejected plaintiffs’ allegations that a prudent fiduciary could not have concluded that disclosing the inside information or halting additional contributions would do more harm than good. In so ruling, the Court determined that the plan fiduciaries could have concluded that divulging inside information would have caused the company’s stock price to collapse, further harming participants already invested in the fund. The Court also determined that closing the fund without explanation might be even more harmful: “It signals that something may be deeply wrong inside a company but doesn’t provide the market with information to gauge the stock’s true value.” The case is Saumer v. Cliffs Natural Resources, Inc., No. 16-3449 (6th Cir. Apr. 7, 2017).