S. 2403

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 SENATE OF THE UNITED STATES · July 23, 2025 · Sponsor: Mr. Marshall · Committee: Committee on Health, Education, Labor, and Pensions

Table of contents

• S. 2403
  • 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), 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 () (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)