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S. 2403
U.S. Senate•Engrossed
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.txt119 S2403 ES: Retire through Ownership ActU.S. Senatetext/xmlENPursuant 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 ACTTo 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 titleThis Act may be cited as the Retire through Ownership Act .2.Amending adequate consideration definition(a)In GeneralSection 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 DateThe 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.
- Introduced2025-07-23
- Passed Senate2025-10-09
- Passed House
- Conference
- To President
- 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.

Actions
S. 2403 has taken 10 actions since Jul 23, 2025, the latest on Oct 17, 2025.
| Chamber | Action | |||
|---|---|---|---|---|
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 | |||
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.
Related bills
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.
| Client | Business | State | Firms | Filings | Reported |
|---|---|---|---|---|---|
| AMERICAN BENEFITS COUNCIL | — | District of Columbia | 2 | 4 | $140K |
| AFL-CIO | — | District of Columbia | 1 | 1 | — |
Firms
Registrants who filed on the bill, by filings.
| Registrant | Clients | Filings | Reported |
|---|---|---|---|
| DAVIS & HARMAN LLP | 1 | 3 | $140K |
| AFL-CIO | 1 | 1 | — |
| AMERICAN BENEFITS COUNCIL | 1 | 1 | — |
Lobbyists
Named on the filings that cite the bill.
| Lobbyist | Firms | Clients | Filings |
|---|---|---|---|
| ADAM MCMAHON | 1 | 1 | 3 |
| CHRIS GASTON | 1 | 1 | 3 |
| KENT MASON | 1 | 1 | 3 |
| MICHAEL HADLEY | 1 | 1 | 3 |
| ROBERT DAVIS | 1 | 1 | 3 |
| CHARITY WILSON | 1 | 1 | 1 |
| DIANN HOWLAND | 1 | 1 | 1 |
| GREG JEFFERSON | 1 | 1 | 1 |
| GUERINO CALEMINE | 1 | 1 | 1 |
| ILYSE SCHUMAN | 1 | 1 | 1 |
| JOHNIE ENDER PALMER | 1 | 1 | 1 |
| KATHRYN JOHNSON | 1 | 1 | 1 |
| LEE GOLDBERG | 1 | 1 | 1 |
| LETICIA DELGADO | 1 | 1 | 1 |
| LYNN DUDLEY | 1 | 1 | 1 |
| MATTHEW MUMA | 1 | 1 | 1 |
| RAYMOND LEIBFRIED | 1 | 1 | 1 |
| RILEY OHLSON | 1 | 1 | 1 |
Filings
The documents themselves, on the Senate’s Lobbying Disclosure site, largest reported first.
| Client | Registrant | Period | Reported | Document |
|---|---|---|---|---|
| AFL-CIO | AFL-CIO | 2025 third_quarter | $860K | 3rd Quarter - Report |
| AMERICAN BENEFITS COUNCIL | AMERICAN BENEFITS COUNCIL | 2026 first_quarter | $230K | 1st Quarter - Report |
| AMERICAN BENEFITS COUNCIL | DAVIS & HARMAN LLP | 2025 fourth_quarter | $60K | 4th Quarter - Report |
| AMERICAN BENEFITS COUNCIL | DAVIS & HARMAN LLP | 2026 first_quarter | $50K | 1st Quarter - Report |
| AMERICAN BENEFITS COUNCIL | DAVIS & HARMAN LLP | 2026 second_quarter | $30K | 2nd 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.txtLegislative Subjects
S. 2403 carries 3 of CRS’s legislative subjects, from Employee benefits and pensions to Securities.
s2403/subjects.txtSource: congress.gov · legiscan.com
