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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.
Summary
This bill amends the Employee Retirement Income Security Act to provide guidance on determining fair market value when valuing closely held stock in employee stock ownership plans. It allows ESOP fiduciaries to rely on valuations from independent valuation experts or business appraisers that use the principles and methodologies from IRS Revenue Ruling 59-60. The bill clarifies that this provision does not expand the Secretary of Labor's regulatory authority over valuation standards or modify existing fiduciary obligations. The changes take effect for valuations made after the bill's enactment.
AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.
Sponsor (1)
- Sen. Marshall, Roger [R-KS] (R-KS)
1 cosponsor
- Sen. Kaine, Tim [D-VA] (D-VA)
Money behind the sponsor
Top reported contributors to Roger Marshall’s campaign committee (2024 cycle) — who funds the bill’s sponsor, not a claim about this bill. Data from FEC.
- NULL $46,314
- PYRAMID SOUND $19,800
- GROWITZ EQUITY $13,200
- SPECCHEM $13,200
- ONYX EQUITY PARTNERS $13,200
Organizations whose employees gave the most — itemized individual contributions grouped by the donor’s reported employer (FEC Schedule A). Full finance for Roger Marshall → · Outside spending →
Actions (10)
- Oct 17, 2025 Held at the desk. · house
- Oct 17, 2025 Received in the House. · house
- Oct 16, 2025 Message on Senate action sent to the House. · senate
- Oct 9, 2025 Passed Senate with an amendment by Unanimous Consent. (consideration: CR S7103; text: CR S7103) · senate
- Oct 9, 2025 Passed/agreed to in Senate: Passed Senate with an amendment by Unanimous Consent.
- Sep 11, 2025 Placed on Senate Legislative Calendar under General Orders. Calendar No. 158. · senate
- Sep 11, 2025 Committee on Health, Education, Labor, and Pensions. Reported by Senator Cassidy with an amendment in the nature of a substitute. Without written report. · senate
- Jul 30, 2025 Committee on Health, Education, Labor, and Pensions. Ordered to be reported with an amendment in the nature of a substitute favorably. · senate
- Jul 23, 2025 Read twice and referred to the Committee on Health, Education, Labor, and Pensions. · senate
- Jul 23, 2025 Introduced in Senate
Similar bills (6)
Bills with similar text or summary — includes reintroductions across Congresses. Ranked by semantic similarity of the bill text (computed locally); a neutral discovery aid, not a claim the bills are duplicates.
Full text
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,
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) 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.”. (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.
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
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