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119th Congress
Independent · Nonpartisan · Reader-supported
SENATES. 2403· 119th Congress

Bill allows ESOP fiduciaries to use independent valuations for closely held company stock

Retire through Ownership Act

Sponsor
Roger Marshall (R-KS)
Introduced
Jul 23, 2025
Last Action
Sep 16, 2026

Recorded legislative actions. Future votes are not implied.

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Passed Committee
Jul 30, 2025
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Passed Committee
Sep 11, 2025
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Passed Senate
Oct 9, 2025
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Received in House
Oct 17, 2025
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Passed House
Sep 16, 2026

AI-assisted analysis based on the official CRS summary. Source version: Sep 11, 2026. Analysis updated: Sep 17, 2026.

01 — The Text

What.

  • The bill permits Employee Stock Ownership Plan (ESOP) fiduciaries to rely on independent expert or business appraiser valuations when determining fair market value of non-publicly traded securities.
  • Valuations must follow the methodology established under IRS Ruling 59-60, which prescribes factors for valuing closely held business stock.
  • ESOPs are defined contribution pension plans where employees accrue shares of their employer's stock as compensation and receive cash value upon separation or retirement.
  • This applies only to securities not traded on a national securities exchange.
02 — The Stakes

So what?

  • The bill establishes a documented framework for ESOP valuations of non-public company stock, but the official summary does not specify quantified impacts or affected parties.
  • The bill does not indicate whether this changes existing valuation practices, reduces disputes, or affects ESOP participant outcomes—these effects are not documented in the official summary.
  • No cost or compliance burden estimates are provided in the official summary.
03 — The Path

Now what?

  • House passed the bill on September 16, 2026, by vote of 401–14 under suspension of rules.
  • Motion to reconsider was laid on the table on September 16, 2026.
  • The bill had been received in the House on October 17, 2025, and held at the desk until September 2026.
Legislative History

Actions.

  • Sep 16, 2026 — DEBATE - The House proceeded with forty minutes of debate on S. 2403.
  • Sep 16, 2026 — Motion to reconsider laid on the table Agreed to without objection.
  • Sep 16, 2026 — On motion to suspend the rules and pass the bill Agreed to by the Yeas and Nays: (2/3 required): 401 - 14 (Roll no. 314).
  • Sep 16, 2026 — Passed/agreed to in House: On motion to suspend the rules and pass the bill Agreed to by the Yeas and Nays: (2/3 required): 401 - 14 (Roll no. 314).
  • Sep 16, 2026 — Considered as unfinished business.
  • Sep 16, 2026 — At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.
  • Sep 16, 2026 — Considered under suspension of the rules.
  • Sep 16, 2026 — Mr. Walberg moved to suspend the rules and pass the bill.