District Court Dismisses ERISA Claims Against Accounting Firm

On August 21, 2025, the U.S. District Court for the District of Massachusetts granted defendants’ motion to dismiss a putative class action regarding BDO’s Employee Stock Ownership Plan (ESOP). The plaintiff, a shareholder in the ESOP, alleged that the defendants—BDO, its Directors, CEO, and ESOP Trustees—orchestrated a transaction (“ESOP Transaction”) with the intention that the BDO ESOP overpay for BDO stock by providing false and misleading information about BDO’s business. Specifically, the plaintiff alleged that the defendants caused the BDO ESOP to engage in prohibited transactions under ERISA and that the defendants breached their fiduciary duties to the ESOP under ERISA. The plaintiff further alleged that BDO, the Board, and the ESOP Trustees are liable as co-fiduciaries for fiduciary beaches under ERISA. The court granted the defendants’ motion to dismiss, holding that the plaintiff had not pled injury in fact to establish standing. Specifically, the court explained that the plaintiff had not sufficiently pled a harm that flowed from the ESOP Transaction to the plaintiff.

The case is Taylor v. BDO USA, P.C., et al., No. 25-10128 (D. Mass Aug. 21, 2025). The plaintiff is represented by Cohen Milstein and the defendants are represented by McDermott Will & Schulte. The court’s decision is available here.