In Re Fremont General Corp. Litigation

ORDER DENYING DEFENDANTS’ MOTION TO DISMISS PLAINTIFFS’ CONSOLIDATED COMPLAINT

This matter is before the Court on Defendants’ Motion to Dismiss Plaintiffs’ Consolidated Complaint (docket no. 48), filed December 10, 2007. The Court has read and considered the moving, opposition, and reply documents, together with the parties’ supplemental briefs. The Court deems the matter suitable for resolution without oral argument. See Fed. R.Civ.P. 78(b); Local Rule 7-15. For the reasons and in the manner set forth below, the Court hereby DENIES defendants’ Motion.

I. BACKGROUND

In their consolidated Complaint, Plaintiffs allege that Defendants, fiduciaries of the Fremont General Corporation and Affiliated Companies Investment Incentive Plan (401(k) Plan) and Fremont General Corporation Employee Stock Ownership Plan (ESOP Plan) (the Plans) violated their fiduciary duties under the Employee Retirement Income Security Act of 1974. The heart of Plaintiffs’ Complaint focuses on Defendants’ purchase and retention of Fremont General stock. Defendants contend that all of their decisions and actions were consistent with the plain language of ERISA and particularly those sections which exempt plans…