Flat Rock Metal Inc.’s employee stock ownership plan (ESOP)—a retirement plan that invests primarily in employer-related stock—became the focus of a class action after a 2020 transaction in which the plan bought SAC Ventures Inc. stock. Participants and beneficiaries in the Flat Rock Metal and Bar Processing ESOP as of Nov. 24, 2020 (about 702 people, including former employees) are included in the class and may share in a $1.8 million settlement fund. Payments are generally allocated pro rata based on the number of shares credited to each person’s ESOP account (after fees, administrative costs, and other deductions), with active account holders receiving the settlement automatically and certain former participants needing to return an election form by March 17, 2026. The lawsuit was filed because plaintiffs alleged the ESOP “overpaid” for the stock, a claim that typically points to an inflated valuation or a flawed process that allegedly harmed retirement accounts by causing the plan to buy shares for more than fair market value. That allegation matters because ESOP fiduciaries and other involved parties are bound by the Employee Retirement Income Security Act (ERISA), which requires prudence and loyalty to plan participants and restricts certain transactions unless strict conditions are met—most importantly that an ESOP pay no more than “adequate consideration” (essentially fair market value) for closely held stock. While defendants denied wrongdoing, the settlement reflects the high stakes of ERISA fiduciary litigation: if a court finds an ESOP overpaid, potential remedies can include restoring losses to the plan and other equitable relief, and many cases resolve via settlement to avoid the cost and uncertainty of valuation-heavy litigation. This case fits a broader wave of ESOP “stock-drop/overpayment” suits in which employees claim their retirement plan was used to finance a deal that benefited sellers or the company at participants’ expense, often scrutinizing the valuation firm’s assumptions, the independence of fiduciaries, and whether conflicts of interest were properly managed. Across industries, these disputes underscore how tightly regulated ESOP transactions are under ERISA and Department of Labor enforcement priorities, and how plan sponsors increasingly rely on independent fiduciaries, robust valuation documentation, and careful governance to reduce litigation risk while still using ESOPs as a succession and employee-ownership tool.