Precedent-Setting ERISA Decision: Incorporating SEC Filings by Reference Into SPDs May Have Adverse Consequences, Says the Sixth Circuit

    View Authors September 2012

    No federal circuit court had ever decided the fiduciary duty implications of incorporating SEC filings into an ERISA-mandated SPD – until now. Dudenhoefer v. Fifth Third Bancorp involved a defined tax qualified contribution retirement plan in which participants made voluntary contributions. Certain plan participants sued, claiming that plan fiduciaries breached their fiduciary duties by continuing to invest in and hold stock despite a sharp decline in value.

    Our report provides a summary of the district court's dismissal of the suit and the Sixth Circuit's reversal, and discusses how the case could make dismissal of “stock-drop” litigation more difficult and why routinely incorporating SEC filings into an SPD is no longer prudent.