36 pages. Excerpt: Whether the district court erred in concluding that ERISA requires that a claim for breach of fiduciary duty under ERISA section 502(a)(2), 29 U.S.C. § 1132(a)(2), alleging imprudent investment of a pension plan's assets by defendants, proceed as a shareholder's derivative action under Rule 23.1 of the Federal Rules of Civil Procedure or a class action under Rule 23.