S 2403 United States Senate · 119th Congress

Retire through Ownership Act

This bill amends the Employee Retirement Income Security Act (ERISA) to clarify how employee stock ownership plan (ESOP) fiduciaries determine the fair market value of company assets during transactions. It specifically allows ESOP plan managers to rely on established IRS guidelines (Revenue Ruling 59-60) when valuing assets, simplifying a key step in ESOP transactions. The change directly affects ESOP fiduciaries and companies using ESOPs for employee retirement benefits, making the valuation process more straightforward under current law.

Bill status passed 3 of 5 stages cleared

Introduction

Jul 2025

Committee Review

Sep 2025

Senate Passage

Oct 2025

House Passage

President

Introduced Jul 23, 2025 Last action Oct 17, 2025

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What changed between versions

Introduced in Senate → Engrossed in Senate · 3 edits · Oct 9, 2025

MINOR

The Engrossed version of S 2403 (Retire through Ownership Act) makes a significant change to how ESOP fiduciaries can determine fair market value for adequate consideration purposes. Instead of allowing direct reliance on IRS Revenue Ruling 59-60 as it existed on a fixed date, the bill now requires reliance on a valuation provided by an independent valuation expert or business appraiser who used that ruling. The reference to the ruling is also updated from a frozen date to a living reference ('as amplified and modified by the IRS from time to time'), and new safeguards are added to clarify that the provision does not expand regulatory authority or alter fiduciary duties.

REQUIREMENT

The mechanism for determining fair market value changed from direct reliance on IRS Revenue Ruling 59-60 to reliance on a valuation provided by an independent valuation expert or business appraiser who applied that ruling. This adds a professional intermediary between the fiduciary and the IRS methodology.

DEFINITION

The reference to Revenue Ruling 59-60 changed from 'as in effect on the date of enactment of the ERISA Adequate Consideration Act of 2025' (a fixed snapshot) to 'as amplified and modified by the Internal Revenue Service from time to time' (a living reference that updates as the IRS revises the ruling).

SCOPE

Three new limitations were added: (1) the provision does not preclude the Secretary of Labor from issuing regulations interpreting it, (2) it does not expand the Secretary's regulatory authority over 'adequate consideration' beyond what existed before enactment, and (3) it does not modify a fiduciary's obligations under ERISA section 404.

Floor votes

How they voted

This bill passed the Senate by voice vote (no roll call recorded).

Full legislative history

Actions timeline

Total actions

Key actions

Committee

Oct 9, 2025

Upper · Passed

Passed Senate with an amendment by Unanimous Consent. (consideration: CR S7103; text: CR S7103)

upper

Oct 9, 2025

Upper · Passed

Passed/agreed to in Senate: Passed Senate with an amendment by Unanimous Consent.

upper

Sep 11, 2025

Upper · Passed

Committee on Health, Education, Labor, and Pensions. Reported by Senator Cassidy with an amendment in the nature of a substitute. Without written report.

upper

Jul 30, 2025

Upper · Passed

Committee on Health, Education, Labor, and Pensions. Ordered to be reported with an amendment in the nature of a substitute favorably.

upper

Jul 23, 2025

Committee

Read twice and referred to the Committee on Health, Education, Labor, and Pensions.

upper

Jul 23, 2025

Introduced

Introduced in Senate

upper

1 primary · 1 co-sponsor