Hughes Aircraft Co. v. Jacobson, 525 U.S. 432, 15 (1999)

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446

HUGHES AIRCRAFT CO. v. JACOBSON

Opinion of the Court

such benefits somehow violated the statute would forestall employers' efforts to implement a pension plan. ERISA, by and large, is concerned with "ensur[ing] that employees will not be left emptyhanded once employers have guaranteed them certain benefits," id., at 887, not with depriving employers of benefits incidental thereto. In sum, respondents have failed to show that Hughes labored under fiduciary duties or engaged in a sham transaction.

C

Finally, respondents allege that the 1991 amendment requires a court to order petitioners to terminate the Plan. ERISA itself plainly spells out the circumstances under which a plan terminates. In a section entitled, "[e]xclusive means of plan termination," the statute provides:

"Except in the case of a termination for which proceedings are otherwise instituted by the [Pension Benefit Guaranty Corporation] as provided in section 1342 of this title, a single-employer plan may be terminated only in a standard termination under subsection (b) of this section or a distress termination under subsection (c) of this section." § 4041(a)(1), as set forth in 29 U. S. C. § 1341(a)(1).

Subsections (b) and (c) concern the two ways by which an employer may voluntarily terminate a plan. See 29 U. S. C. §§ 1341(b) and (c); see also Pension Benefit Guaranty Corporation v. LTV Corp., 496 U. S. 633, 638-639 (1990). Based on the language of the statute, these means constitute the sole avenues for voluntary termination. See Germain, 503 U. S., at 254 (explaining that Congress "says in a statute what it means and means in a statute what it says there").

Respondents concede that no voluntary termination has occurred, but nevertheless contend that the 1991 amendment worked an effective termination based on the common-law

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