Cite as: 538 U. S. 440 (2003)
Opinion of the Court
(1989),4 and we adopted a common-law test for determining who qualifies as an "employee" under ERISA.5 Quoting Reid, 490 U. S., at 739-740, we explained that " 'when Congress has used the term "employee" without defining it, we have concluded that Congress intended to describe the conventional master-servant relationship as understood by common-law agency doctrine.' " Darden, 503 U. S., at 322-323.
Rather than looking to the common law, petitioner argues that courts should determine whether a shareholder-director of a professional corporation is an "employee" by asking whether the shareholder-director is, in reality, a "partner." Brief for Petitioner 9, 15-16, 21 (arguing that the four shareholders in the clinic are more analogous to partners in a partnership than shareholders in a corporation and that
4 In Reid, 490 U. S., at 738, the ownership of a copyright in a statue depended on whether it had been " 'prepared by an employee within the scope of his or her employment' " within the meaning of the Copyright Act of 1976.
5 Darden described the common-law test for determining whether a hired party is an employee as follows:
" '[W]e consider the hiring party's right to control the manner and means by which the product is accomplished. Among the other factors relevant to this inquiry are the skill required; the source of the instrumentalities and tools; the location of the work; the duration of the relationship between the parties; whether the hiring party has the right to assign additional projects to the hired party; the extent of the hired party's discretion over when and how long to work; the method of payment; the hired party's role in hiring and paying assistants; whether the work is part of the regular business of the hiring party; whether the hiring party is in business; the provision of employee benefits; and the tax treatment of the hired party.' " 503 U. S., at 323-324 (quoting Community for Creative Non-Violence v. Reid, 490 U. S. 730, 751-752 (1989), and citing Restatement (Second) of Agency § 220(2) (1958)).
These particular factors are not directly applicable to this case because we are not faced with drawing a line between independent contractors and employees. Rather, our inquiry is whether a shareholder-director is an employee or, alternatively, the kind of person that the common law would consider an employer.
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