Argent Trust Company

Argent Trust Company is the trustee of the Radiance Technologies, Inc. Employee Stock Ownership Trust, the trust through which the Radiance Technologies employee stock ownership plan holds company stock. Each of the plan's audited financial statements for plan years 2018 through 2024 states that "Argent Trust Company is the Plan's Trustee" and that the plan "is administered by the Company's management."¹

Trust agreement of September 5, 2017

The trust agreement, filed in Berry v. Bailey as Exhibit B to Doc. 43-2, is "made and entered into as of September 5, 2017, by and between Radiance Technologies, Inc., an Alabama corporation (the 'Company'), and Argent Trust Company, as successor trustee (the 'Trustee')." In it the trustee "accepts appointment as the successor trustee of the Trust." The signature block for Argent reads "Stephen A. Martin, Senior Vice President, not in his individual capacity, but solely in his capacity as an authorized officer of Argent Trust Company." The agreement is dated five months before the plan became, in the words of its plan year 2018 audit, "the sole shareholder of the Company" on February 1, 2018.²¹

Section 2.4 provides that the trustee "shall be entitled to reasonable compensation for its services, as agreed to between the Company and the Trustee from time to time in writing," authorizes the trustee to pay its compensation from the trust, and provides that "the Company shall pay all such amounts, if they are not paid from the Trust." Section 2.5 requires the trustee to discharge its duties "solely in the interest of Participants and other persons entitled to benefits under the Plan." Section 3.3(b) provides that "the Trustee shall vote all Company Stock held by it as part of the Plan assets," subject to a proviso for shares pledged as security for an obligation of the plan. Section 3.4 gives the trust a "put option" on company stock to require the company to purchase it when the trust has insufficient cash for distributions, diversification transfers or expenses, at a price "not less than 'adequate consideration.'" Section 6.2 provides that the company "may remove the Trustee by giving thirty (30) days' advance written notice."²

The 2024 audit states: "Administrative expenses for the Trustees fees are paid directly by the Company." The audit also states that the valuation report of the estimated per-share value is one that "Plan management and the Trustee then review in detail, discuss and approve."¹

Berry v. Bailey

The second amended verified complaint (Doc. 33, filed August 21, 2024) names Argent Financial Group, Inc., Argent Trust Company and Stephen A. Martin as defendants. It pleads, on information and belief, that Argent Financial is a Louisiana corporation that "performed some or all the duties of Argent Trust under the ESOP," that Argent Trust is a Tennessee corporation "designated as the 'ESOP Trustee' under the ESOP documents," and that Martin is a resident of Georgia and the "Senior Vice President and Senior Fiduciary Consultant" of both entities. Paragraph 32 alleges that "Martin and Argent were aware of the offers to purchase Radiance and, as trustee of the ESOP, they knew these offers were substantially in excess of the last valuation," that they "failed or refused to conduct any due diligence to investigate Bailey's claims that Radiance was worth more money," and that they "were driven by their desire to maintain the ESOP and the fees flowing to Argent therefrom, which would have likely been eliminated in a sale of Radiance to any third party." Count V pleads direct breach of fiduciary duty against Argent and Martin, Count VI the derivative counterpart, Count VII a fiduciary claim under the Employee Retirement Income Security Act against all defendants and Count VIII an ERISA action to enjoin all defendants. These are the plaintiffs' allegations.³

The Argent defendants' motion argued ERISA preemption of the state-law claims and failure of the ERISA claims. In the memorandum opinion of September 18, 2025 Corey L. Maze held the state-law claims against the Argent defendants (Counts V and VI) preempted by ERISA and the ERISA claims (Counts VII and VIII) subject to dismissal for failure to exhaust the plan's claims procedure, and dismissed all claims without prejudice.⁴