Congress gives ESOP fiduciaries a safe harbor on stock valuations
H.R. 5169 — Retire through Ownership Act · Filed by Rick Allen (R-GA) · 4 cosponsors · Introduced Sep 8, 2025 · Reported out
Your members of Congress
Enter a ZIP to see where your representative and both senators stood on this bill.
Looked up on this device — your ZIP is never stored on our servers.
What it does
This bill amends ERISA to clarify that fiduciaries of employee stock ownership plans (ESOPs) can rely in good faith on valuations prepared by independent appraisers using IRS Revenue Ruling 59-60 methodology when determining 'adequate consideration' for closely held stock transactions. The bill does not expand the Secretary of Labor's regulatory authority beyond what existed before enactment and preserves fiduciary obligations under ERISA section 404.
Why we flagged it
The bill's operative mechanism is a safe harbor for ESOP fiduciaries relying on independent appraisals using a specified IRS methodology. It is a technical amendment to ERISA's definition of 'adequate consideration' designed to reduce litigation risk and clarify compliance standards for closely held stock valuations.
What the text implies
- Safe harbor for 'good faith reliance' may reduce fiduciary liability even if appraisals are later shown to be inflated, potentially allowing overvaluation of closely held stock that employees hold in their retirement accounts.
- The bill preserves the Secretary of Labor's authority to promulgate regulations but explicitly states it does not expand that authority, which may limit future DOL rulemaking to clarify or tighten valuation standards.
The full analysis lists 3 implications of this text.
Who stands to gain
ESOP sponsors and fiduciaries (reduced litigation and compliance costs); Business appraisers and valuation experts (increased demand for appraisals); Closely held company owners (easier to justify stock valuations in ESOP transactions)