In re Williams Companies Erisa Litigation

231 F.R.D. 416, 35 Employee Benefits Cas. (BNA) 2173, 2005 U.S. Dist. LEXIS 26376, 2005 WL 2439185
CourtDistrict Court, N.D. Oklahoma
DecidedAugust 22, 2005
DocketNo. 02-CV-153TCKFHM, 02-CV-159HM, 02-CV-285-HM, 02-CV-289-HC
StatusPublished
Cited by16 cases

This text of 231 F.R.D. 416 (In re Williams Companies Erisa Litigation) is published on Counsel Stack Legal Research, covering District Court, N.D. Oklahoma primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Williams Companies Erisa Litigation, 231 F.R.D. 416, 35 Employee Benefits Cas. (BNA) 2173, 2005 U.S. Dist. LEXIS 26376, 2005 WL 2439185 (N.D. Okla. 2005).

Opinion

ORDER

KERN, District Judge.

This matter comes before the Court on Plaintiffs’ Motion for Class Certification (Docket No. 57).1 The Court has carefully [418]*418considered the Plaintiffs’ motion, the response and reply thereto, and the supplemental authorities provided by both Plaintiffs and Defendants. After careful review, the Court finds that the Plaintiffs have satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, and that certifying the class at this time will facilitate a fair and efficient resolution of this case.

1. Introduction

Plaintiffs are former employees of the Williams Companies, Inc. (“Williams” or the “Company”) who invested in the company retirement savings plan. They brought this action alleging that Defendants breached certain fiduciary duties owed to Plaintiffs under the Employee Retirement and Income Security Act (“ERISA”), 29 U.S.C. § 1001 et seq. Plaintiffs seek to litigate these claims on a class-wide basis. The Court summarized the Williams Companies Inc. Investment Plus Plan (the “Plan”) in its Order (Docket No. 120) on the motions to dismiss the Consolidated Amended Complaint (“CAC”), entered on July 14, 2003.2 The following is an abbreviated version of the facts that are pertinent to the motion for class certification.

A. The Plan

The Plan is an individual account plan within the meaning of ERISA. See ERISA § 3(34), 29 U.S.C. § 1002(34). Each participant in the Plan has an individual account, and his or her plan benefit is based solely on the value of that account. The Plan is also an “employee pension benefit plan” under ERISA § 3(2)(A), 29 U.S.C. § 1002(2)(A), and has both an employee and employer contribution feature. The former feature permits, but does not require, employees to invest a portion of their salary in any of a variety of options, including Williams stock.3 As the Plan is a 401(k) plan, Williams made voluntary employer matching contributions, as well as employer bonus contributions, throughout the class period.4 The Plan was designed so that the Company’s match and BESOP contributions were initially made in Williams stock; however, the Plan provided that participants could diversify out of their match and BESOP accounts when their employment was terminated or upon reaching a designated age. Plaintiffs allege that as of December 31, 2001, about $929 million of $1,355 billion, or approximately 69% of the assets of the Plan, were in Company stock.

According to the terms of the Plan, the employee-participants had responsibility for deciding how their contributions would be invested. To aid participants in making their decisions, the Plan’s Summary Plan Description (“SPD”) set forth certain information concerning each fund, including the respective level of risk. While the Plan was described to participants as a “404(c)” plan, the parties disagree about whether the Plan actually met the requirements of ERISA § 404(c).

B. Claims

Plaintiffs allege that the Board of Directors, the Benefits Committee, the Invest[419]*419ment Committee, and the Company itself as a de facto fiduciary violated various fiduciary duties with respect to the administration and management of the Plan. Plaintiffs’ claims are essentially as follows:

1. In Count One, Plaintiffs allege that the Benefits Committee Defendants and the Investment Committee Defendants breached their fiduciary duties to disclose and inform by failing: (1) to convey complete and accurate information that was material to the circumstances of investors; (2) to impart material information to Plan participants; and (3) to correct material misrepresentations made to the market.
2. In Count Three,5 Plaintiffs allege that the Benefits Committee Defendants and the Investment Committee Defendants breached their fiduciary duties to eliminate inappropriate investment options by failing: (1) to conduct an independent investigation into all investment options; (2) to continually monitor all investment options; and (3) to diversify as required under ERISA § 404(a)(1).
3. In Count Five, Plaintiffs allege that the Benefits Committee Defendants and the Investment Committee Defendants breached their fiduciary duty to avoid conflicts of interest and/or to resolve such conflicts when they occur with regard to the Plan’s holding of employer stock.
4. In Count Eight, Plaintiffs allege that the Director Defendants breached their fiduciary duty to properly appoint Benefits Committee members.
5. In Count Nine, Plaintiffs allege that Williams as a defacto fiduciary breached its duty to prudently manage Plan assets by failing to properly screen and choose the Plan’s investment options.
6. In Count Ten, Plaintiffs allege that Williams as a defacto fiduciary breached its duty to disclose and inform by permitting correspondence with Plan participants to contain material omissions, which caused participants to continue to direct the purchase and holding of investments in WMB and WCG stock, although such investments were not prudent.

The claims in Counts One, Three, Five, and Eight are premised on Defendants’ alleged violations of ERISA § 404(a)(1)(A), 29 U.S.C. § 1104(a)(1)(A), and are brought pursuant to ERISA § 502(a)(2), 29 U.S.C. § 1132(a)(2).6

C. The Plaintiffs

Plaintiffs are current and former participants and beneficiaries of the Plan within the meaning of ERISA § 3(7) and (8), 29 U.S.C. § 1002(7) and (8). Ms. Karen Raider, a resident of Owensboro, Kentucky, is a current Plan participant. She has been a Plan participant since February, 1987. She stopped working for Williams in 2001. Ms. Raider held Company stock in the Plan through Williams’ match and bonus program. (Complaint ¶ 21.) Ms. Kristine Zeigler, a resident of Chicago, Illinois, was a participant in the Plan from March, 1996 through November, 2001. She held Company stock in the Plan through her salary deferrals, Williams’ match, and Williams’ bonus program. She “cashed out” of the Plan in 2001, rolling her Plan holdings over to another tax-favored account. (Id. ¶ 20.) Mr. Michael Van Sickle, a resident of North Pole, Alaska, was a participant in the Plan from December 1988 to December 2001. He held Company stock in the Plan through his salary deferrals, Williams’ match, and Williams’ bonus program.

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Bluebook (online)
231 F.R.D. 416, 35 Employee Benefits Cas. (BNA) 2173, 2005 U.S. Dist. LEXIS 26376, 2005 WL 2439185, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-williams-companies-erisa-litigation-oknd-2005.