Bane (plaintiff) was a partner in a law firm in Illinois. The firm’s retirement plan instrument provided that the plan and retirement benefit payments would end if the firm dissolved without a successor entity. Bane retired and began collecting retirement benefits. The firm merged with another firm and eventually dissolved without a successor entity, and Bane’s retirement benefits were terminated. In a diversity action governed by Illinois law, Bane sued the members of the firm’s managing council (the council) (defendants), claiming that the council negligently managed the firm in the period leading up to the dissolution and merger. The district judge dismissed the complaint.