[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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