Adams and Associates, Inc. ESOP ERISA Litigation

Foster, et al. v. Adams and Associates, Inc., et al., No. 3:18-cv-02723-JSC (N.D. Cal.)

Summary of the Lawsuit

This lawsuit alleges that Adams and Associates, Inc. and other fiduciaries of the Adams and Associates, Inc. Employee Stock Ownership Plan (“Adams ESOP” or “the Plan”) violate ERISA and breached their fiduciary duties with respect to a transaction in or around September 2012 in which 100% of the stock of Adam and Associates, Inc. was sold to the ESOP.

Summary of the Claims

The Complaint alleges that the Defendants, including the ESOP trustee who was convicted of stealing money from other ESOPs, breached their fiduciary duty in causing the ESOP to pay Roy and Leslie Adams more than fair market value for the Adams and Associates company stock.

Additionally, the Complaint alleges breaches of fiduciary duty related to the Defendants’ failure to properly investigate the ESOP trustee and monitor the trustee’s activity. Had Defendants properly investigated and monitored the trustee, they would have discovered the trustee was accused of embezzling funds from another ESOP at the time of the 2012transaction. The Complaint alleges that Defendants further breached their fiduciary duty in failing to properly disclose the nature of the trustee’s criminal activity to ESOP participants and to take appropriate action.

Class Action Allegations

This lawsuit is brought on behalf of the following class:

All participants of the Adams and Associates ESOP from September 2012 (or the date of the Transaction) or any time thereafter who vested under the terms of the Plan and those participants’ beneficiaries.

Excluded from the Plaintiff Class are Defendants and their immediate family, any fiduciary of the Plan; the officers and directors of Adams and Associates or of any entity in which a Defendant has a controlling interest; and legal representatives, successors, and assigns of any such excluded persons.

Status of the Litigation

The Complaint was filed on May 9, 2018. Defendants filed a Motion to Dismiss the Complaint on July 30, 2018. The Court denied the Motion to Dismiss on February 26, 2019.

Plaintiffs filed an Amended Complaint on October 22, 2018. Plaintiffs filed a Second Amended Complaint on March 5, 2019.

On June 27, 2019, Plaintiffs filed a Motion for Class Certification, which the Court granted on September 11, 2019.

Plaintiffs filed their Motion for Partial Summary Judgment with respect to the fiduciary duty to monitor and prohibitive transaction claims on January 30, 2020. Defendants filed their Motion for Summary Judgment on all claims on April 9, 2021. A hearing was held on the parties’ cross-motions for summary judgment on May 14, 2020. The Court denied Plaintiffs’ Motion and granted in part and denied in part Defendant’s Motion on July 6, 2020.

Trial is currently scheduled for August 2021.

Whom to Contact for More Information

If you are a member of the proposed class or you have information which might assist us in the prosecution of these allegations, please contact one of the following persons:

R. Joseph Barton, Esq. (
Vincent Cheng, Esq. (
Ming Siegel, Paralegal (
Block & Leviton LLP
1735 20th Street NW
Washington DC 20009
(202) 734-7046 

Block & Leviton is co-counsel in this litigation with Feinberg Jackson Worthman & Wasow LLP.