After more than a decade of litigation, three appeals, and a two week bench trial, the Fifth District Court of Appeal (“DCA”) rejected claims by three retired members of a retirement system that a retirement board breached its fiduciary duties of loyalty and prudence to the retirement system’s members. The DCA affirmed the trial court’s 58-page decision in favor of defendant Stanislaus County Employees Retirement Association (“StanCERA”) and intervenor-defendant Stanislaus County (“County”). See, O’Neal v. StanCERA, et al. (Case No. F079201, Dec. 8, 2021) 2021 WL5717325 (“O’Neal III”). Hanson Bridgett LLP represented the County.

• The DCA rejected the claims of retired StanCERA members that the board of retirement of StanCERA board of retirement (“StanCERA Board”) breached its fiduciary duties of loyalty and prudence by taking certain actions in 2009-2011 under the circumstances of the Great Recession.
• The decision reaffirms the principle that decisions made by retirement boards are not illegal simply because they are supported by, and may benefit, the participating employers in the retirement system, so long as the decision is in the best interests of the members of the system.
• Fiduciary decisions require a holistic analysis under the current circumstances and must be motivated by a desire to benefit retirement system members.
• In reaching its decision, a retirement board is not required to treat active members and retired members equally at all times.

In the midst of the Great Recession, the StanCERA Board made five challenged decisions over the course of three fiscal years. Three retired member plaintiffs filed suit broadly alleging that the challenged decisions—which included the transfer of approximately $110M of funds from the retirement system’s Non-Valuation Reserves (used to pay non vested benefits) to Valuation Reserves (used to pay vested benefits) and changes to the system’s actuarial methodologies—benefited the County and other participating employers at the expense of StanCERA’s members and constituted an effective “raid” on the retirement system. Among other relief, the plaintiffs asked the Court to issue an injunction that would have required StanCERA to collect from the County and other participating employers, “funds sufficient to put the plaintiffs’ pension trust fund in the position it would be in” but for the challenged actions. The trial court rejected all of plaintiffs’ claims in an extensive 58-page opinion, which the DCA affirmed in O’Neal III.

O’Neal III reaffirms the important principle—articulated in O’Neal v. StanCERA, et. al. (2017) 8 Cal.App.5th 1184 (“O’Neal II”)—that decisions made by the board of a public retirement system are not illegal simply because the decisions are supported by, and benefit, participating employers. Rather, assessing whether fiduciary decisions comply with the law requires a holistic analysis under the “circumstances then prevailing” that turns on whether the decisions were motivated by a desire to benefit the retirement system’s members. No two fiduciary decisions are alike, but all such decisions must give thoughtful consideration to the competing interests of all retirement system stakeholders and this thoughtful consideration generally requires that a retirement board fully understand and grapple with the legal and actuarial implications of any such decision.

Key Takeaways

O’Neal III provides helpful guidance to public retirement boards about the considerations relevant to the discharge of their fiduciary duties.

First, O’Neal III unequivocally rejected the plaintiffs’ attempt to rewrite the law of the case articulated by the DCA in O’Neal II, which held that none of the challenged actions taken by the StanCERA Board were per se illegal, and expressly found that the StanCERA Board’s actions fully complied with its fiduciary duties. The DCA found that the StanCERA Board properly considered the impact their actions would have on “current members’ potential job losses”, “members’ future interest in a pension” and “the overall ability of the plan to continue paying benefits to those already retired provided the interests of the trust are not subordinated to any other interests.”

Second, O’Neal III implicitly affirmed what the DCA held in its first decision in this saga, O’Neal v. StanCERA, et. al. (Case No. F061439, Apr. 4, 2012) 2012 WL 1114677 (unpublished): decisions made by a public retirement board are not illegal because they do not equally benefit the interests of active and retired members of the retirement system.

Third, while public retirement boards grapple with the challenges of maintaining an actuarially sound pension system, the paramount goal must be to ensure the long-term financial stability of the retirement system, which includes the security of the member’s vested pension benefits both now and in the future.