Trump signs ESOP valuation bill granting fiduciaries good-faith appraisal defense

President Trump signed the ESOP valuation bill, creating a statutory good-faith defense for fiduciaries who rely on an independent appraisal prepared under IRS Revenue Ruling 59-60. The appraisal standard itself does not change: Rev. Rul. 59-60 remains the reference point, and the appraisal still has to be independent.

The House passed the Senate text 401-14 in September 2026. The defense now sits in statute rather than regulatory guidance, so a fiduciary defending a transaction price can cite the text Congress passed. The protection is conditional: the fiduciary must have relied in good faith on the appraisal. A fiduciary that obtained an appraisal under Rev. Rul. 59-60 and then priced the transaction on something else would not meet that condition.

ESOP fiduciaries and the sponsors who appoint them are the parties the bill most directly affects. Because the condition is factual, engagement letters and the minutes of deliberations will matter as much as the valuation report.

For plan sponsors weighing an ESOP transaction, the operative question is now documentary: the file a fiduciary keeps will be what a defense rests on. If the defense turns on good-faith reliance, the scope letter, the appraiser's independence, and the record of how the board weighed the appraisal against the offer will matter. That is a change in emphasis rather than in the appraisal itself, but it shows up in diligence checklists before it shows up in a courtroom.