The Setup: Workers Thought They Owned a Piece of the Company

In 2016, Gerald Shapiro — a mortgage foreclosure attorney who built a multi-million-dollar empire around the foreclosure industry — created A360, Inc. to consolidate his non-legal business interests. Scott Brinkley served as CEO. The company established an Employee Stock Ownership Plan, or ESOP, a retirement savings vehicle that invests primarily in the employer’s own stock.

The pitch to workers was simple and genuinely appealing: contribute to the plan, accumulate shares, and “sell their shares upon retirement for a nice nest egg,” as the court documents describe it. This was workers’ retirement money. Real shares. Real ownership. In January 2017, the plan purchased 1,000,000 shares of A360 stock for $30 million ($30 million — enough to give $107,000 to every single one of the approximately 280 plan participants). That purchase made the plan the company’s sole owner.

For roughly two years, workers accumulated their allocated shares, planning for the future, trusting the plan, trusting the company. Then, in September 2019, leadership made a decision that would wipe out tens of millions of dollars in workers’ retirement wealth in a single transaction.

The Sale That Shouldn’t Have Happened

In September 2019, A360 and its trustee, Argent Trust Company, sold the plan’s A360 shares to A360 Holdings, LLC — a related entity — for approximately $34.6 million ($34.6 million — enough to fully pay off the student loans of about 1,150 average borrowers). The problem: the workers and their legal representatives assert the stock was actually worth approximately $70 million ($70 million — more than the median American household earns across an entire 700-year collective working lifespan).

The gap between what the shares were sold for and what they were actually worth: $35.4 million. That $35.4 million (enough to cover a year of groceries for over 23,500 families) belongs to the workers. It was their retirement. It vanished into a transaction between company insiders.

The buyers — A360 Holdings, LLC — were not random third-party investors. This was a sale between entities connected to the same people who controlled the ESOP. The workers who owned the stock through the plan had no seat at the table when their future was being sold underneath them.

The Trap: They Rewrote the Rules While the Door Was Still Open

Here is the sequence of events. Pay attention to the timing, because it is everything.

September 2019: A360 and Argent Trust Company sell the workers’ ESOP shares for $34.6 million ($34.6 million — a figure low enough to cost workers over $35 million in retirement wealth). Simultaneously — at the exact same time as that sale — A360 amends the plan document to add a mandatory arbitration clause titled “ERISA Arbitration and Class Action Waiver.” The clause requires all claims to be resolved in private arbitration, bans class actions, and caps each individual worker’s recovery to losses in their own individual account only.

Five days after inserting that clause, A360 terminates the entire plan. From October 2019 to December 2021, the plan distributes the proceeds from the undersized sale to participants. By the time workers realized something was wrong and tried to fight back, the plan had been dissolved — and the company had already placed a legal tripwire at the door.

The Clause Was Designed to Make the Math Impossible

The arbitration clause did not just send disputes to a private forum. It specifically prevented any worker from seeking relief that would benefit the plan as a whole. Each worker could only fight for their own individual slice of the loss. With approximately 280 participants split across a $35.4 million ($35.4 million — enough to fund 11,800 months of average rent for American families) loss, the math on individual arbitration was brutal by design: the cost of fighting could easily exceed what any single person could recover, making meaningful accountability functionally impossible.

The court documents are precise about what the arbitration clause was built to block. Workers’ federal rights under ERISA include the ability to bring “plan-wide relief” — meaning one lawsuit that seeks to restore all the money to the whole plan, on behalf of all 280 workers at once. The clause specifically and deliberately stripped that right. The company built the escape hatch for itself at the same moment it committed the alleged harm.

When the Courts Noticed, the Company Tried to Patch the Clause

A month after the workers filed their lawsuit in September 2022, A360 amended the plan document a fourth time, adding language that purported to allow workers to seek injunctive relief — like removing a plan fiduciary — even if that had an “incidental impact” on others. The court saw through this maneuver. As the Eleventh Circuit concluded, the fourth amendment still “did not permit representative capacity claims for relief such as disgorgement of profits and restitution to the plan.” The patch didn’t fix the core problem. It just added the appearance of flexibility while keeping the financial handcuffs locked in place.

The Non-Financial Ledger: What $35 Million in Stolen Retirement Actually Means

Retirement savings are not abstract numbers. They are the accumulated years a person planned to not be poor when they were too old or too sick to work anymore. For the approximately 280 workers enrolled in A360’s ESOP, the plan was the vehicle for exactly that promise. They contributed. They accumulated allocated shares. They watched those shares supposedly build into something they could count on. The company sold that future out from under them for $35.4 million ($35.4 million — enough to give every single one of those 280 workers a one-time payout of over $126,000 each, money that could have changed their lives).

The timing of the arbitration clause insertion is the detail that should make your stomach drop. The company did not add the clause years before the sale, as part of normal plan administration. They added it at the exact same moment they executed the sale — simultaneously, in the same September 2019 transaction. Then, five days later, they terminated the plan. This was a sequence specifically built to eliminate accountability before workers even knew what had happened to their money. By the time the distributions came through — rolled out between October 2019 and December 2021 — most of those 280 workers were simply receiving checks, without necessarily knowing those checks were tens of thousands of dollars short of what they were owed.

Workers affected by this kind of retirement account theft do not usually have legal teams on retainer. They do not typically know the intricacies of ERISA, fiduciary law, or what “plan-wide relief” means. That information asymmetry is precisely the environment the arbitration clause was built to exploit. The clause required each worker to fight alone, in private, capped at their own individual loss. With approximately 280 workers and a $35.4 million ($35.4 million — equivalent to the annual wages of roughly 590 average American workers) total loss, the average individual share of the shortfall was somewhere in the range of $126,000 per worker. Private arbitration to fight for that amount — against a company with lawyers — is not a fair fight. It is a designed deterrent.

Five workers chose to fight anyway. Eboni Williams, Debbie Shoemaker, Paula Mays, Tina Kovelesky, and Shadrin Herring filed the lawsuit in September 2022 and took it all the way to the federal appeals court. Their names are in the record. They are the named plaintiffs who stood up for all 280 workers when the system was designed to exhaust them into silence. The case is still proceeding. The workers have not yet recovered their money. What they have won so far is the right to keep fighting together, as a class, with the full force of ERISA’s plan-wide remedies behind them.

Legal Receipts: The Words They Actually Used

These are verbatim quotes from the court record and the legal documents filed in this case. Read them carefully. Pay attention to what the arbitration clause was designed to prevent.

“All Covered Claims must be brought solely in the Claimant’s individual capacity and not in a representative capacity or on a class, collective, or group basis. Each arbitration shall be limited solely to one Claimant’s Covered Claims, and that Claimant may not seek or receive any remedy which has the purpose or effect of providing additional benefits or monetary or other relief to any individual or entity other than the Claimant.” — The A360 ERISA Arbitration and Class Action Waiver clause, added to the plan document simultaneously with the September 2019 stock sale. This is the exact language that stripped workers of their collective legal rights.

“They alleged that the defendants — Messrs. Shapiro and Brinkley, Argent, and A360 Holdings — unlawfully caused the plan to be terminated and ‘its unallocated shares to be redeemed by the company for less than fair market value.’ Specifically, they asserted that the plan lost $35.4 million when the defendants schemed to sell the stock for $34.6 million because, in actuality, the stock was worth approximately $70 million.” — United States Court of Appeals, Eleventh Circuit, Opinion of the Court, Case No. 24-11192, December 15, 2025. This is the court’s direct summary of the workers’ allegations.

“In the event a court of competent jurisdiction were to find these requirements to be unenforceable or invalid, then the entire Arbitration Procedure (i.e., all of this Section []) shall be rendered null and void in all respects.” — The self-destruct clause written into the A360 arbitration procedure. When the courts found the restrictions illegal, this language caused the entire arbitration system to collapse — by the company’s own design. The workers get to sue in open court.

“Employees contributed to the plan to accumulate allocated shares; they then had the option to ‘sell their shares upon retirement for a nice nest egg.'” — Eleventh Circuit Opinion, quoting the plan’s own description of the promise made to workers. This was the deal. Workers held up their end.

“We conclude that the Arbitration Procedure’s preclusion of ERISA statutory claims brought ‘in a representative capacity,’ for relief which benefits anyone other than the individual claimant, prevents the plaintiffs from effectively vindicating §§ 1109(a) and 1132(a)(2) in the arbitral forum… The Arbitration Procedure is thus unenforceable as a prospective waiver of a statutory right under ERISA.” — Eleventh Circuit Opinion, the court’s final ruling. Seven federal appeals courts now agree: arbitration clauses that strip workers of collective ERISA rights are illegal. Zero circuits have disagreed.

Societal Impact Mapping: This Is Bigger Than One Company

Economic Inequality: How Corporate Insiders Drain Worker Wealth at the Retirement Stage

ESOPs — Employee Stock Ownership Plans — are one of the few retirement mechanisms that give ordinary workers actual equity ownership in the companies they build. They are theoretically a tool for closing the wealth gap, for letting frontline employees accumulate real assets over time. The A360 case illustrates exactly how that mechanism can be inverted: instead of transferring wealth to workers, it became a vehicle for capturing worker-held assets and redirecting them back to company insiders through a related-party transaction.

The sale price of $34.6 million ($34.6 million — the cost of roughly 690 years of average American household income combined) going to A360 Holdings — connected to the same people who ran the ESOP — describes a circular flow of value that bypassed the workers entirely. The stock appreciated significantly between 2017 and 2019. In two years, the shares went from $30 million to an alleged fair market value of approximately $70 million ($70 million — more than the median American household earns across 700 years of collective work). Workers held those shares through the plan. Workers contributed to building that value. Workers received $34.6 million. The company’s related entity captured the upside.

The federal appeals court’s decision now creates precedent that protects roughly 14 million American ESOP participants from this precise trap. Without this ruling, corporate insiders could theoretically insert arbitration clauses at the moment of a self-dealing transaction and effectively prevent collective accountability forever. The court’s decision joining seven other circuits to strike down such clauses is a structural protection for every worker retirement account in an ESOP. That matters far beyond the 280 workers in this case.

The wealth at stake here — $35.4 million ($35.4 million — enough, split equally, to provide each of the approximately 280 affected workers with over $126,000 each) — represents precisely the kind of retirement security that separates people who age with dignity from people who age in poverty. Retirement savings theft at the employer level is one of the least visible and most devastating forms of economic extraction from working people. It happens at the end of a career, when the damage cannot be undone by additional years of work.

The Cost of a Life: By the Numbers