The Duty to Explain: Fiduciary Intelligibility Under ERISA
By Ian Edwards
This Essay examines whether the Employee Retirement Income Security Act of 1974 (“ERISA”) contains an emerging principle of fiduciary intelligibility within its participant disclosure framework. ERISA requires Summary Plan Descriptions (“SPDs”) to be written in a manner “calculated to be understood by the average plan participant.” While modern pension disclosure has become increasingly sophisticated and financially technical, this Essay argues that administrative and financial disclosure are not necessarily equivalent to fiduciary intelligibility. The Essay does not propose a formally recognized standalone fiduciary duty to disclose internal deliberations. Rather, it identifies a participant-facing practice of fiduciary justification potentially latent within ERISA’s disclosure architecture itself. In a post-Loper Bright environment emphasizing statutory interpretation over accumulated administrative convention, the Essay argues that ERISA’s SPD framework may reveal a continuing commitment to participant-facing fiduciary stewardship rather than technical disclosure alone.
Source SSRN
