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H. Rept. 119-448 1 (2026-01-14)

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                      119TH CONGRESS                                             REPORT
                         2d Session    j HOUSE OF REPRESENTATIVES                119-448






                                    RETIRE THROUGH OWNERSHIP ACT



                      JANUARY  14, 2026.-Committed to the Committee of the Whole House on the State
                                         of the Union and ordered to be printed



                       Mr.  WALBERG,   from  the Committee on Education and Workforce,
                                             submitted   the  following


                                                 REPORT

                                               [To accompany H.R. 5169]

                        The  Committee on Education and Workforce, to whom was re-
                      ferred the bill (H.R.  5169) to amend   the  Employee   Retirement   In-
                      come  Security  Act of 1974  to provide  a clear definition of adequate
                      consideration  for certain closely held stock, and  for other purposes,
                      having  considered   the  same,   reports  favorably  thereon  with   an
                      amendment and recommends that the bill as amended do pass.
                        The  amendment is as follows:
                        Strike all after the enacting  clause and  insert the following:
                      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), respec-
                         tively;
                           (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, distin-
                      guished, 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 Owner-
                         ship Act; or


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