H.R. 5169

119th CONGRESS 1st Session

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 HOUSE OF REPRESENTATIVES · September 8, 2025 · Sponsor: Mr. Allen · Committee: Committee on Education and Workforce

Table of contents

• H.R. 5169
  • SEC. 1. Short title
  • SEC. 2. Amending adequate consideration definition

SEC. 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 () is amended— 29 U.S.C. 1002(18)
    • by redesignating clauses (i) and (ii) as subclauses (I) and (II), respectively;
    • by redesignating subparagraphs (A) and (B) as clauses (i) and (ii), respectively;
    • by inserting before ; and
    • by adding at the end the following:
      • For purposes of clause (ii) of subparagraph (A), a fiduciary of an employee stock ownership plan (as defined in section 407(d)(6)) may in good faith rely upon a valuation provided by an independent valuation or business appraiser if such expert or appraiser relied upon the principles and methodologies set forth in Internal Revenue Service Revenue Ruling 59–60 (as amplified, clarified, distinguished, or modified from time to time) in determining the fair market value of the asset.
• (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 () (as added by such subsection) that are made on or after the date of enactment of this Act. 29 U.S.C. 1002(18)(B)