Steve Harris v. Amgen, Inc.

Plaintiffs, current and former employees of Amgen, Inc. (“Amgen”) and its subsidiary Amgen Manufacturing, Limited (“AML”), participated in two employer-sponsored pension plans, the Amgen Retirement and Savings. Plan (the “Amgen Plan”) and the Retirement and Savings Plan for Amgen Manufacturing, Limited (the “AML Plan”) (collectively, “the Plans”). The Plans were employee stock-ownership plans that qualified as “eligible individual account plans” (“EIAPs”) under 29 U.S.C. § 1107 (d)(3)(A). All of the plaintiffs’ EIAPs included holdings in the Amgen Common Stock Fund, one of the investments available to plan participants. The Amgen Common Stock Fund held only Amgen common stock.

After the value of Amgen common stock fell, plaintiffs filed a class action under the Employee Retirement Income Security Act (“ERISA”) against Amgen, AML, Am-gen’s board of directors, and the Fiduciary Committees of the Plans (collectively, “defendants”), alleging that defendants breached their fiduciary duties under ERISA. The district court dismissed the complaint against Amgen under Federal Rule of Civil Procedure 12(b)(6) on the ground that Amgen was not a fiduciary. It dismissed the complaint…