[119th Congress Public Law 124] [From the U.S. Government Publishing Office]
[[Page 140 STAT. 1074]]
Public Law 119-124 119th Congress
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. <<NOTE: Oct. 15, 2026 - [S. 2403]>>
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, <<NOTE: Retire through Ownership 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) <<NOTE: Applicability.>> 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
[[Page 140 STAT. 1075]]
(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.
Approved October 15, 2026.
LEGISLATIVE HISTORY--S. 2403 (H.R. 5169): ---------------------------------------------------------------------------
HOUSE REPORTS: No. 119-448 (Comm. on Education and Workforce) accompanying H.R. 5169. CONGRESSIONAL RECORD: Vol. 171 (2025): Oct. 9, considered and passed Senate. Vol. 172 (2026): Sept. 16, considered and passed House.
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