Mattingly Foods, Inc. was a corporation that distributed food and restaurant products throughout the state of Ohio. Mattingly maintained an employee stock ownership plan (ESOP) that held an interest in Mattingly from 1999-2012. A participant in the plan alleged that certain officers, directors, and shareholders of Mattingly engaged in misconduct that eventually led to the ESOP’s sale of the Mattingly stock at a lower value. The participant sued the officers and directors in a shareholder derivative action to recover the loss in value suffered as a result of the alleged misconduct. The action was brought in state court in Ohio. The defendants attempted to remove the case from state court to a federal court, arguing the claims were really governed by ERISA and federal jurisdiction applied. The magistrate judge for the District Court for the Southern District of Ohio has recommended to the district court that it remand the case to state court to proceed on the shareholder derivative action. The magistrate’s recommendation is based on a recent Sixth Circuit case that held ERISA does not preempt state law shareholder derivative suits brought by corporate employees who, by reason of their participation in ESOP, are treated as company shareholders. The forum in which the case is held may be important for the parties in the case. In many situations, remedies under ERISA are much more limited than those that could be imposed in a state court action. Therefore, many defendants try to remove a case to federal court and have the terms of ERISA apply to limit the amount of any award that could be imposed should liability be found. The recent Sixth Circuit decision and this magistrate’s recommendation indicates that participants alleging mismanagement and reduction in employer stock held within a plan may be a cause of action that lies within a state court shareholder derivative suit. (Rodgers v. Mattingly Foods Inc., S.D. Ohio, 2013)