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

<DOC>





                                                       Calendar No. 158
119th CONGRESS
  1st Session
                                S. 2403

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.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             July 23, 2025

Mr. Marshall (for himself and Mr. Kaine) introduced the following bill; 
     which was read twice and referred to the Committee on Health, 
                     Education, Labor, and Pensions

                           September 11, 2025

               Reported by Mr. Cassidy, with an amendment
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]

_______________________________________________________________________

                                 A BILL


 
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,

<DELETED>SECTION 1. SHORT TITLE.</DELETED>

<DELETED>    This Act may be cited as the ``Retire through Ownership 
Act''.</DELETED>

<DELETED>SEC. 2. AMENDING ADEQUATE CONSIDERATION DEFINITION.</DELETED>

<DELETED>    (a) In General.--Section 3(18) of the Employee Retirement 
Income Security Act of 1974 (29 U.S.C. 1002(18)) is amended--</DELETED>
        <DELETED>    (1) by redesignating clauses (i) and (ii) as 
        subclauses (I) and (II), respectively;</DELETED>
        <DELETED>    (2) by redesignating subparagraphs (A) and (B) as 
        clauses (i) and (ii), respectively;</DELETED>
        <DELETED>    (3) by inserting ``(A)'' before ``The term''; 
        and</DELETED>
        <DELETED>    (4) by adding at the end the following:</DELETED>
        <DELETED>    ``(B) For purposes of clause (ii), a fiduciary of 
        an employee stock ownership plan as defined in section 
        407(d)(6) may make a good faith reliance on the principles and 
        methodologies set forth in Internal Revenue Service Revenue 
        Ruling 59-60 (as in effect on the date of enactment of the 
        ERISA Adequate Consideration Act of 2025) in determining the 
        fair market value of an asset described in such 
        clause.''.</DELETED>
<DELETED>    (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.</DELETED>

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.
                                                       Calendar No. 158

119th CONGRESS

  1st Session

                                S. 2403

_______________________________________________________________________

                                 A BILL

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.

_______________________________________________________________________

                           September 11, 2025

                       Reported with an amendment