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S. 2403

U.S. SenateEngrossed

Summary

S. 2403, the Retire through Ownership Act, was introduced in the Senate on Jul 23, 2025 by Sen. Roger Marshall (R) with 1 co-sponsor. It last saw action on Oct 17, 2025: Held at the desk.


Record

Text

S. 2403 has 1 co-sponsor.

sb2403/engrossed-in-senate.txt
119 S2403 ES: Retire through Ownership Act
U.S. Senate
text/xml
EN
Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
119th CONGRESS 1st Session S. 2403 IN THE SENATE OF THE UNITED STATES 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.
1.
Short title
This Act may be cited as the Retire through Ownership Act .
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)
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.
Passed the Senate October 9, 2025. Secretary

Tracker

The tracker indicates the progress of this legislation as it moves through the legislative process.

  1. Introduced2025-07-23
  2. Passed Senate2025-10-09
  3. Passed House
  4. Conference
  5. To President
  6. Became Law

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.

Sponsors

Sen. Roger Marshall (R) sponsors S. 2403, and 1 member has co-sponsored it from the day it was introduced.

Committees

S. 2403 went before 1 committee: Health, Education, Labor, and Pensions.

Health, Education, Labor, and Pensions
Health, Education, Labor, and Pensions
Reported By · Sep 11, 2025 · 747 Bills

Actions

S. 2403 has taken 10 actions since Jul 23, 2025, the latest on Oct 17, 2025.

ChamberAction
Oct 17, 202514:02
House
Received in the House.
Oct 17, 202514:23
House
Held at the desk.
Oct 16, 2025
Senate
Message on Senate action sent to the House.
Oct 9, 2025
Senate
Passed Senate with an amendment by Unanimous Consent. (consideration: CR S7103; text: CR S7103)
Oct 9, 2025
Passed/agreed to in Senate: Passed Senate with an amendment by Unanimous Consent.

Votes

S. 2403 has not gone to a roll call.

1 bill is related to S. 2403.

Titles

S. 2403 goes by 5 titles, 3 of them short titles.

  • Retire through Ownership Act — Display Title
  • Retire through Ownership Act — Short Title(s) as Passed Senate
  • Retire through Ownership Act — Short Title(s) as Reported to Senate
  • Retire through Ownership Act — Short Title(s) as Introduced
  • 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. — Official Title as Introduced

Lobbying

2 clients hired 3 firms and 18 registered lobbyists who named S. 2403 in 5 quarterly filings, 2025 to 2026. Reported under the Lobbying Disclosure Act; a filing’s income covers everything its registrant worked that quarter, so the amounts below are the filings’, not this bill’s.

Filed under Retirement, Financial Institutions/Investments/Securities, Taxation/Internal Revenue Code, Health Issues, Budget/Appropriations, Education, Family issues/Abortion/Adoption, Government Issues.

Clients

Who paid to be heard, by how many filings named the bill.

ClientBusinessStateFirmsFilingsReported
AMERICAN BENEFITS COUNCILDistrict of Columbia24$140K
AFL-CIODistrict of Columbia11

Firms

Registrants who filed on the bill, by filings.

RegistrantClientsFilingsReported
DAVIS & HARMAN LLP13$140K
AFL-CIO11
AMERICAN BENEFITS COUNCIL11

Lobbyists

Named on the filings that cite the bill.

Filings

The documents themselves, on the Senate’s Lobbying Disclosure site, largest reported first.

ClientRegistrantPeriodReportedDocument
AFL-CIOAFL-CIO2025 third_quarter$860K3rd Quarter - Report
AMERICAN BENEFITS COUNCILAMERICAN BENEFITS COUNCIL2026 first_quarter$230K1st Quarter - Report
AMERICAN BENEFITS COUNCILDAVIS & HARMAN LLP2025 fourth_quarter$60K4th Quarter - Report
AMERICAN BENEFITS COUNCILDAVIS & HARMAN LLP2026 first_quarter$50K1st Quarter - Report
AMERICAN BENEFITS COUNCILDAVIS & HARMAN LLP2026 second_quarter$30K2nd Quarter - Report

Classification

The Congressional Research Service files S. 2403 under Labor and Employment, one of its 31 policy areas, and gives it 3 legislative subjects.

CRS Subjects

CRS assigns every bill one policy area from its 31; S. 2403’s is Labor and Employment.

s2403/policy-areas.txt
Labor and EmploymentAgriculture and FoodAnimalsArmed Forces and National SecurityArts, Culture, ReligionCivil Rights and Liberties, Minority IssuesCommerceCongressCrime and Law EnforcementEconomics and Public FinanceEducationEmergency ManagementEnergyEnvironmental ProtectionFamiliesFinance and Financial SectorForeign Trade and International FinanceGovernment Operations and PoliticsHealthHousing and Community DevelopmentImmigrationInternational AffairsLawNative AmericansPublic Lands and Natural ResourcesScience, Technology, CommunicationsSocial WelfareSports and RecreationTaxationTransportation and Public WorksWater Resources Development

Legislative Subjects

S. 2403 carries 3 of CRS’s legislative subjects, from Employee benefits and pensions to Securities.

s2403/subjects.txt
Employee benefits and pensionsFinancial services and investmentsSecurities

Source: congress.gov · legiscan.com