Congress sent President Donald Trump a bill on October 5 that would let the trustees of employee stock ownership plans rely on an independent appraiser’s valuation of company shares. The House passed S. 2403, the Retire through Ownership Act, by 401 to 14 on September 16, and the bill was formally presented to the president on October 5. Senator Roger Marshall, a Kansas Republican, and Senator Tim Kaine, a Virginia Democrat, are its sponsors. Congress’s bill-status page, last updated October 6, lists no signature and no veto.
An employee stock ownership plan, or ESOP, is a retirement plan that holds shares of the company where the employees work. At a privately held company, nobody can look up the share price, so a valuation has to set what the plan pays for stock and what a departing worker is paid for shares. That price is the retirement balance for people in these plans. The bill speaks to how the trustee who approves that price may rely on an outside appraiser.
The next date in this story is Trump’s: the Constitution gives a president ten days, Sundays excepted, to act on a bill presented on October 5.
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What the bill lets ESOP trustees do
The Congressional Research Service summary in the bill’s status record says the measure would let an ESOP fiduciary rely on a valuation from an independent expert or business appraiser when setting the fair market value of company stock that is not publicly traded. The expert must follow the methodology in IRS Revenue Ruling 59-60, the ruling that lists the factors for valuing closely held businesses. The text speaks to what a trustee may rely on. It does not set a price the appraiser must reach.
The ESOP Association, the trade group behind the bill, said in a September 16 release that the price an ESOP pays for company stock affects employee owners in both directions. A plan that overpays for shares hurts participants, and so does a valuation that understates their shares when they retire. The release says the bill does not reduce a fiduciary’s duty to act prudently and in participants’ interests.
Corey Rosen of the National Center for Employee Ownership described the Senate version in a blog post after the unanimous Senate vote as a “safe harbor” for trustees who rely on independent appraisals from qualified ESOP appraisal firms, one that could reduce legal challenges to the valuation of shares a plan acquires. His post also says the Secretary of Labor could issue regulatory guidance on the bill’s valuation provisions. “Members of Congress may not agree on a lot these days,” Rosen wrote.
A Labor Department rule that was never written
The Labor Department is the agency that would define what “adequate consideration” means when an ESOP buys private company stock, and the ESOP Association’s release says it has never issued that regulation. The association argues the gap has produced litigation, investigations and compliance costs that discouraged new ESOPs. James Bonham, the association’s president and chief executive, said the bill’s confirmation that fiduciaries can rely in good faith on qualified appraisers is “a huge roadblock for ESOP formation effectively removed.”
Two business owners on the association’s board backed the bill in the same release. Ben Holder, chief executive of Plastic Products, Inc. and chair of the association’s Public Policy Council, called it a practical response to years of uncertainty that gives fiduciaries a clear process. Derrick Vick, president of Freedom Industries Inc. and chair of the board, said employee owners should be able to trust that shares held for them are valued through a consistent process, and that the bill makes employee ownership a more viable succession option for business owners.
Every voice on that list comes from the group that lobbied for the bill, and the release gives no count of ESOPs, participants or plan assets. In Rosen’s reading, what the bill changes is the legal exposure of trustees when an appraisal is later questioned. It leaves the appraisal itself to the appraiser, and that appraisal is what a challenger would still have to attack.
The 401-14 vote and the White House clock
The bill took more than 14 months to cross Capitol Hill. Marshall introduced it on July 23, 2025, with Kaine as an original cosponsor, and the Senate Health, Education, Labor and Pensions Committee ordered it reported on July 30. The Senate passed it with an amendment by unanimous consent on October 9, 2025. The House took it up under a procedure that requires two-thirds, and the House Clerk’s roll call 314 shows 401 yeas, 14 nays and 18 members not voting on September 16.
The bill then sat for almost three weeks before it was presented to the president on October 5, and the last entry in the status record is that presentation. A companion, H.R. 5169, was introduced in the House by Representative Rick Allen, a Georgia Republican, and was placed on the House calendar in January. The Senate-amended S. 2403 is the version that passed both chambers. Counting ten days with Sundays excepted from October 5, the president’s window ends Friday, October 16.
If Trump signs, or lets the ten days run out
The rule is in Article I, Section 7 of the Constitution: if a bill is not returned within ten days, Sundays excepted, “the Same shall be a Law, in like Manner as if he had signed it,” unless Congress’s adjournment prevents its return, in which case it does not become law. A signature, a veto message or ten days of silence would each change S. 2403’s status. The bill-status page would list a Public Law number only after a signature or ten days of silence.
A new law would still leave the Labor Department’s regulation unwritten, and that is where Bonham’s decades-long complaint points. The bill reached the president with Senate approval by unanimous consent and 401 House votes, so the margin is no longer the open matter. What remains open is whether Labor writes the “adequate consideration” rule the ESOP Association says it never has, and whether Rosen’s “safe harbor” holds up in the first appraisal a court is asked to review.
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This article was produced with AI assistance and reviewed by The Money Overview’s editorial team.
