[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 2403 Engrossed in Senate (ES)]

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119th CONGRESS
  1st Session
                                S. 2403

_______________________________________________________________________

                                 AN ACT


 
To amend the Employee Retirement Income Security Act of 1974 to provide 
 a clear definition of adequate consideration for certain closely held 
                     stock, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Retire through Ownership Act''.

SEC. 2. AMENDING ADEQUATE CONSIDERATION DEFINITION.

    (a) In General.--Section 3(18) of the Employee Retirement Income 
Security Act of 1974 (29 U.S.C. 1002(18)) is amended--
            (1) by redesignating clauses (i) and (ii) as subclauses (I) 
        and (II), respectively;
            (2) by redesignating subparagraphs (A) and (B) as clauses 
        (i) and (ii), respectively;
            (3) by inserting ``(A)'' before ``The term''; and
            (4) by adding at the end the following:
            ``(B)(i) For purposes of clause (ii) of subparagraph (A), a 
        fiduciary of an employee stock ownership plan (as defined in 
        section 407(d)(6)) may make a good faith reliance on a 
        valuation provided by an independent valuation expert or 
        business appraiser that has relied upon the principles and 
        methodologies set forth in Internal Revenue Service Revenue 
        Ruling 59-60 (as amplified and modified by the Internal Revenue 
        Service from time to time) in determining the fair market value 
        of an asset described in such clause.
            ``(ii) Clause (i) shall not be interpreted to--
                    ``(I) preclude the Secretary from promulgating, in 
                accordance with section 553 of title 5, United States 
                Code, any regulation interpreting such clause;
                    ``(II) expand the regulatory authority of the 
                Secretary with respect to the term `adequate 
                consideration' beyond such authority available to the 
                Secretary on the day before the date of enactment of 
                the Retire through Ownership Act; or
                    ``(III) modify a fiduciary's obligations under 
                section 404.''.
    (b) Effective Date.--The amendments made by subsection (a) shall 
apply with respect to determinations described in section 3(18)(B) of 
the Employee Retirement Income Security Act of 1974 (29 U.S.C. 
1002(18)(B)) (as added by such subsection) that are made on or after 
the date of enactment of this Act.

            Passed the Senate October 9, 2025.

            Attest:

                                                             Secretary.
119th CONGRESS

  1st Session

                                S. 2403

_______________________________________________________________________

                                 AN ACT

To amend the Employee Retirement Income Security Act of 1974 to provide 
 a clear definition of adequate consideration for certain closely held 
                     stock, and for other purposes.