Abraham

These consolidated appeals arise out of a complex background of financial transactions and litigation stemming from the leveraged buyout of company stock by an employee stock ownership plan. Plaintiffs in the earlier of the two actions (No. 99-17040 and No. 99-17474) (“Plaintiffs”) originally brought suit in California state court, alleging only state law causes of action in their complaint. Defendants successfully removed the case to federal district court on the basis of complete preemption, pursuant to the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001 et seq. The parties raise numerous issues on appeal from the ensuing litigation. Because we conclude that the district court lacked original subject matter jurisdiction, necessary for removal pursuant to 28 U.S.C. § 1441 , we must vacate the judgments below. We have jurisdiction to entertain this appeal from the district court’s final judgment, 28 U.S.C. § 1291 , and to decide the jurisdictional issue, Toumajian v. Frailey, 135 F.3d 648, 652-53 (9th Cir. 1998)

I. BACKGROUND

a. Facts

Norcal Solid Waste Systems, Inc. (“Nor-cal”), a California corporation, was an employee-owned garbage company.…