U.S. FEDRegulation
Federal law defines adequate consideration for closely held ESOP stock under ERISA
President Trump signed S. 2403, the Retire through Ownership Act, into law on October 15, 2026, the White House said. The Act amends section 3(18) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(18)) to provide that an employee stock ownership plan fiduciary may rely in good faith on a valuation by an independent valuation expert or business appraiser using the principles and methodologies of IRS Revenue Ruling 59-60 in determining fair market value.
Enrolled text (Congress.gov) → · Business Wire, GovInfo, The White House
Key points
- The Act adds new subparagraph (B) to ERISA section 3(18), codified at 29 U.S.C. 1002(18).Congress.govGovInfo
- The amendments apply to adequate-consideration determinations made on or after the date of enactment.Congress.govGovInfo
- The Act does not expand the Secretary's authority, preclude interpretive rulemaking under 5 U.S.C. 553, or modify section 404 fiduciary obligations.Congress.govGovInfo
- Sponsored by Senators Roger Marshall and Tim Kaine; Representative Rick Allen led the House companion effort.Congress.govBusiness Wire
- The ESOP Association said the Senate passed the bill unanimously in October 2025 and the House passed it 401-14 on September 16, 2026.Business Wire
- The ESOP Association reported the Department of Labor has never issued regulations defining adequate consideration for privately held ESOP stock.Business Wire
Sources4 articles across 4 outlets
Business Wire
Congress.gov
GovInfo
The White House