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Syllabus
on its face who has authority to act on the company's behalf might lead to the invalidation of myriad amendment procedures that no one would think violate the statute. Pp. 78-81. (b) There is no support for respondents' argument that Congress intended amendment procedures to convey enough detail to serve beneficiaries' interest in knowing their plans' terms. Section 402(b)(3)'s primary purpose is to ensure that every plan has a workable amendment procedure, while ERISA's goal of enabling plan beneficiaries to learn their rights and obligations under the plan at any time is served by an elaborate scheme, detailed elsewhere in the statute, which specifies that a plan must be written, meet certain reporting and disclosure requirements, and be made available for inspection at the plan administrator's office. Pp. 81-85. 2. On remand, the Court of Appeals must decide whether Curtiss-Wright's valid amendment procedure was complied with in this case. The answer will depend on a fact-intensive inquiry, under applicable corporate law principles, into who at Curtiss-Wright had plan amendment authority and whether they approved the new provision. If the new provision was not properly authorized when issued, the question would arise whether any subsequent actions served to ratify it ex post. Pp. 85-86. 18 F. 3d 1034, reversed and remanded.
O'Connor, J., delivered the opinion for a unanimous Court.
Laurence Reich argued the cause for petitioner. With him on the briefs were Stephen F. Payerle and Aaron J. Carr.
Richard P. Bress argued the cause for the United States as amicus curiae urging reversal. With him on the brief were Solicitor General Days, Deputy Solicitor General Kneedler, Allen H. Feldman, and Ellen L. Beard.
Thomas M. Kennedy argued the cause for respondents. With him on the brief were Everett E. Lewis, Nicholas F. Lewis, Daniel Clifton, Ira Cure, and Shirley Fingerhood.*
*Briefs of amici curiae urging reversal were filed for the Chamber of Commerce of the United States by Hollis T. Hurd, Stephen A. Bokat, Robin S. Conrad, and Mona C. Zeiberg; for the ERISA Industry Committee et al. by Steven J. Sacher and Susan A. Cahoon; for the Manufacturers Alliance for Productivity and Innovation, Inc., by Peter Buscemi and Neal
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