H.R. 5169

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5169 Reported in House (RH)]

<DOC>

Union Calendar No. 383
119th CONGRESS
2d Session
H. R. 5169

[Report No. 119-448]

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 HOUSE OF REPRESENTATIVES

September 8, 2025

Mr. Allen introduced the following bill; which was referred to the 
Committee on Education and Workforce

January 14, 2026

Additional sponsors: Mr. Edwards, Mr. Messmer, Mrs. McBath, and Mr. 
Baumgartner

January 14, 2026

Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed 
in italic]
[For text of introduced bill, see copy of bill as introduced on 
September 8, 2025]

_______________________________________________________________________

A BILL

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.

Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

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) in subparagraph (A), 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 in good faith rely upon a valuation provided by an 
independent valuation expert or business appraiser if such expert or 
appraiser relied upon the principles and methodologies set forth in 
Internal Revenue Service Revenue Ruling 59-60 (as amplified, clarified, 
distinguished, or modified from time to time) in determining the fair 
market value of the asset.
``(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 the 
authority of the Secretary with respect to such term 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) 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 (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.
Union Calendar No. 383

119th CONGRESS

2d Session

H. R. 5169

[Report No. 119-448]

_______________________________________________________________________

A BILL

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.

_______________________________________________________________________

January 14, 2026

Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed