Court of Appeals for the Tenth Circuit June 5, 2017, 15-1227 (Pioneer Centres Holding Co. Employee Stock Ownership Plan & Trust v. Alerus Financial, N.A.)

McHUGH, Circuit Judge.

I. INTRODUCTION

The Pioneer Centres Holding Company Employee Stock Ownership Plan and *1327Trust (the “Plan” or “ESOP”) and its trustees sued Alerus Financial, N.A. (Alerus) for breach of fiduciary duty in connection with the failure of a proposed employee stock purchase.