Neil v. Zell’s Empirical Analysis

Citation profile

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 6 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “The Grindstaff court relied on the outcome of the vote at issue, reasoning that because Congress anticipated that company managers would also run ESOPs, when those managers, acting as members of the ESOP committee, voted for themselves as managers in an uncontested election, they did not breach their fiduciary duty to the ÉSOP. [133 F.3d] at 424-25. From this narrow holding, the court extrapolated that “the right to vote, or direct the voting of an ESOP’s shares, even when used to perpetrate one’s own incumbency, does not, by itself, constitute a plan asset.” Id. at 425 . As the dissenting judge pointed out, though, the majority ignored ERISA 3(21)(A)(i), 29 U.S.C. § 1002 (21)(A)(i), which defines fiduciary conduct under ERISA to include “any authority or control respecting management or disposition of’ a plan’s assets. Grindstaff, 133 F.3d at 432 . Even if the right to vote a share is not a plan asset, the share itself is an asset, so voting that share must be “management” of the asset. Newton [v. Van Otterloo ], 756 F.Supp. [1121,] 1128 [ (N.D. Ind. 1991) ]; O’Neill [v. Davis], 721 F.Supp. [1013,] 1015 [ (N.D. Ill. 1989)]. Moreover, the common law of trusts applies, a duty of proper care to voting decisions by trustees, Grindstaff, 133 F.3d at 432 (citing Restatement (Second) of Trusts § 193, cmt. a (1959)), .and courts routinely look to the common law to interpret ERISA. Id. (citing Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 109-11 , 109 S.Ct. 948 , 103 L.Ed.2d 80”

   1 later decision quote this exact passage · from the majority
   e.g. Spires v. Schools

2. “Under ERISA § 408(e), 29 U.S.C. § 1108 (e), to qualify for the exception, the plan must pay adequate compensation, and it must be an eligible individual account plan as defined in ERISA § 407(d)(3), 29 U.S.C. § 1107 (d)(3). One such eligible individual account plan is an ESOP, which is defined in the same section as an “individual account plan-(A) which is a stock bonus plan which is qualified, or a stock bonus plan and money purchase plan both of which are qualified, under section 401 of Title 26, and which is designed to invest primarily in qualifying employer securities, and (B) which meets such other requirements as the Secretary of the Treasury may prescribe by regulation.” ERISA § 407(d)(6), 29 U.S.C. § 1107 (d)(6) (emphasis added). Those other requirements are found at 29 C.F.R. § 2550 .407d-6, but subsection (c) of that regulation requires an ESOP to meet yet more requirements that the Treasury Secretary can prescribe under certain Internal Revenue Code provisions. See IRC § 4975(e)(7)(B), 26 U.S.C. § 4975 (e)(7)(B). Those other requirements are listed at 26 C.F.R. § 54.4975-11 , which lists conditions for an ESOP including satisfying IRC § 4975(e)(7)(A), 26 U.S.C. § 4975 (e)(7)(A). That subsection requires the plan to qualify under IRC § 409(Z), 26 U.S.C. § 409 (Z), which mandates that the securities purchased by an ESOP be “common stock issued by the employer ... which is readily tradable on an established securities market.” Id. § 409(Z)(1).”

   1 later decision quote this exact passage · from the majority
   e.g. 753 F. Supp. 2d 724 - Neil v. Zell

3. ““publicly traded” refers to a security that is listed on a national securities exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) or that is quoted on a system sponsored by a national securities association registered under section 15A(b) of the Securities Exchange Act (15 U.S.C. 78o).”

   1 later decision quote this exact passage · from the majority
   e.g. 753 F. Supp. 2d 724 - Neil v. Zell