Retire Through Ownership Act: what the new ESOP valuation law means for owners and trustees

President Trump signed the Retire Through Ownership Act (S. 2403) into law on October 15, 2026. The measure lets ESOP fiduciaries rely in good faith on independent appraisals that follow IRS Revenue Ruling 59-60 when they price the stock of privately held, employee-owned companies. If you own a business, sit on an ESOP committee or hold shares through an employee plan, here is what the new law does and does not change.

What question are owners and trustees actually asking?

Most readers want to know one thing: does this law make an ESOP transaction safer? The short answer is that it reduces one specific risk. It does not remove fiduciary duty, and it does not guarantee that any valuation will survive a challenge.

Under ERISA, an ESOP may buy or sell employer stock only for "adequate consideration." For a private company there is no market price to point to. The Department of Labor has never finalized regulations defining what adequate consideration means for privately held stock, according to Bloomberg Tax and plan-industry coverage of the signing. Trustees therefore priced deals without a clear legal yardstick, and plaintiffs' lawyers filled that gap with lawsuits.

How does the new law answer it?

The law allows ESOP fiduciaries to rely in good faith on valuations prepared by independent appraisers who follow Revenue Ruling 59-60. That ruling is the long-standing IRS framework for valuing closely held businesses. It directs appraisers to weigh factors such as earnings capacity, book value, dividend-paying capacity, goodwill and the market price of comparable companies.

Two limits matter just as much:

• The law does not expand the Labor Department's authority over the term "adequate consideration" beyond what it had before enactment.
• It does not modify a fiduciary's obligations under ERISA Section 404, including the duties of prudence and loyalty.

In practice, a trustee who hires a truly independent appraiser, follows the Revenue Ruling 59-60 framework and acts in good faith now stands on firmer ground. A trustee who rubber-stamps a number, or who hires an appraiser with a conflict, does not.

Why did Congress move so fast?

The bill was introduced in July 2025 by Senators Tim Kaine of Virginia and Roger Marshall of Kansas. The Senate passed it in October 2025 by unanimous consent. The House approved it in mid-September 2026 by a vote of 401 to 14, according to Business Wire and InvestmentNews coverage. A margin like that is rare in the current Congress.

The appeal is easy to see. Retiring owners of small and midsize companies often have no obvious buyer. Selling to employees through an ESOP keeps jobs local and can defer or reduce taxes for the seller. Industry figures quoted by Bloomberg Tax expect the law to curb litigation and to spark more interest in ESOPs as a succession tool.

A concrete case: a $12 million machine shop

The numbers below are an illustration, not a forecast. Consider a family-owned machine shop in Ohio with 60 employees. The 66-year-old owner wants to retire and has received an independent appraisal at $12 million, based on three years of earnings and comparable-company data.

Before the law, the ESOP trustee approving a purchase of 100 percent of the stock at that price faced a real question. If the Labor Department or a participant later argued the price was too high, the trustee had no statutory safe footing and could face personal liability.

Now apply the new rule with if/then logic:

• If the appraiser is independent, documents the Revenue Ruling 59-60 factors and the trustee reviews the report critically, then the trustee's good-faith reliance is protected by statute.
• If the same appraiser is also advising the seller on price, then independence is in doubt and the protection is weak.
• If the appraisal assumed 8 percent annual growth while the shop's last three years averaged 2 percent, then a prudent trustee must question the gap before closing, because ERISA Section 404 still applies in full.

Say the owner sells at $12 million and the company finances the purchase with a seller note. A challenge that once might have cost six or seven figures in legal fees can now be answered by the documented process, rather than by relitigating the valuation from scratch. The process still has to be real.

What does the law leave unresolved?

Several questions remain open. No court has yet interpreted the phrase "good faith" in this setting, so judges will decide how much scrutiny a trustee must still apply to an appraiser's assumptions. The Labor Department has not issued new guidance since the signing on October 15, 2026, and it may still weigh in through enforcement or advisory opinions.

The law also says nothing about how appraisers should handle disputed inputs, such as discount rates, control premiums or marketability discounts. Those inputs can move a valuation by millions of dollars. Two independent appraisers following Revenue Ruling 59-60 can therefore still land on different numbers, and both can be defensible.

Finally, the law protects reliance on a valuation, not the valuation itself. If the underlying financial data is wrong or incomplete, the protection erodes. Owners who hand an appraiser rosy projections, or trustees who ignore obvious red flags, should not assume the statute will shield them.

What changes for each person involved?

Business owners considering a sale. Ask for an appraiser with no stake in the deal. Request a written explanation of the Revenue Ruling 59-60 factors. Treat the valuation as the foundation of your exit, not a formality. You may also want your own tax advisor, because the structure of the sale drives your after-tax proceeds.

ESOP trustees and committee members. Your duty did not shrink. Keep a record showing how you chose the appraiser, what questions you asked and how you resolved disagreements. Good faith is easy to claim and hard to prove without paperwork.

Employee participants. Your account is invested mostly in your employer's stock, so its price matters. You still have the right to receive plan documents and valuation information under ERISA. If you think a price was set unfairly, an ERISA attorney can tell you whether the claim has merit under the new standard.

Appraisers. Expect closer scrutiny of independence and methodology, because the statute now ties fiduciary protection to the quality of your work.

What should you do now?

The IRS publishes general guidance on how these plans work on its page for employee stock ownership plans. It is a good starting point before you speak with professionals.

Then take these steps:

1. Review any ESOP transaction you have planned or recently closed. Check whether the appraisal followed Revenue Ruling 59-60 and whether the appraiser was independent.
2. Update your committee procedures. Document how valuations are commissioned, reviewed and challenged.
3. Talk to an ERISA or business-succession attorney before you sign. The statute is new, no court has yet interpreted it, and the Labor Department may issue its own guidance.
4. Coordinate with a wealth manager or tax advisor. The seller's deferral options, the company's repurchase obligation and the employees' retirement security all depend on the deal structure.

This article is general information, not legal, tax or financial advice. ESOP transactions turn on specific facts, and outcomes vary.

If you are weighing an ESOP sale or sit on a plan committee, Expert Zoom connects you with vetted lawyers who handle ERISA and business-succession questions, so you can check your valuation process before the deal closes.