SEC Moves to Give Ordinary Investors More Access to Private Equity

Dow Jones
9 hours ago

Wall Street's top regulator took steps to open private markets to more investors, a potential boon for the buyout industry at a time when it struggles to attract new clients and profitably sell assets.

The Securities and Exchange Commission on Wednesday approved three measures to make it easier for private-fund managers to raise money from ordinary American investors, a vast market that has long been mostly off limits to them.

U.S. securities laws treat private funds-which include private equity, private credit and venture capital-as generally appropriate only for institutions, such as endowments and pension funds, or wealthy people, who can tolerate these funds' higher risks.

But on Wednesday, SEC Chairman Paul Atkins said this longstanding policy is unfair to the investors it is designed to protect.

"At its core, this is a question of freedom and fairness," Atkins said. He called for "embracing investment growth and innovation across all asset classes, while protecting individual investors with appropriate safeguards."

The agency proposed allowing people to invest in private funds if they pass a test demonstrating financial sophistication, or hold other professional qualifications such as an accounting or financial-analyst license.

It also plans to expand the types of funds that can charge performance fees. This could make it easier for private-equity funds-which typically collect a share of fund profits in addition to management fees-to raise money from the mass market.

Finally, the SEC voted to give managers of interval funds more leeway over when to repurchase shares from investors.

All the proposals were unanimously approved by the three SEC commissioners, all Republicans. The proposals can take effect after a 60-day public-comment period.

"Taken together, these proposals are important steps towards providing individual investors with more access to private market investment opportunities," Atkins said.

In his second term, President Trump has made expanding access to private markets a priority. In March, the Labor Department issued a rule to allow private equity into Americans' 401(k) accounts.

The SEC has already made several rule changes to expand private-markets access during both the first and current Trump administrations. But the latest measures appear to go further than previous efforts.

Expanding the pool of potential investors is a priority of the private-equity industry at a time when many institutions such as pension funds and endowments are pulling back from the asset class. The industry's main problem has been its inability to unload companies at attractive prices, leaving a huge backlog of unsold assets.

Private-equity fundraising has declined every year since 2023, a trend "driven by underwhelming returns" in the period since the frothy postpandemic years, according to data-tracking firm PitchBook. U.S. private-equity managers raised about $160 billion this year through June 30, roughly in line with 2025's muted total, PitchBook said.

The SEC's actions could help relieve the industry's challenges. "We appreciate the SEC's recognition of the longstanding role private markets have played in securing America's public pensions-providing strong, stable returns and vital diversification for decades," said Will Dunham, president and chief executive of the American Investment Council, private equity's largest trade group.

The SEC's three proposals are helpful for private-fund managers, and should somewhat expand their pool of clients, said Rajib Chanda, partner and global head of asset management at law firm Simpson Thacher & Bartlett. But regulators need to do much more before such funds are truly open to all investors, he said.

"We're still on a long journey to true, democratized access to private markets," said Chanda.

It is not clear how much demand there is among retail investors-that is, ordinary people who don't currently meet the wealth threshold to invest in private markets-to invest in private assets. For example, a recent survey showed just 10% of Americans are dissatisfied with their 401(k) offerings and want nontraditional options like private equity.

And this year, individual investors have pulled money from private-credit funds amid mounting fears about the health of the asset class.

Financial-watchdog groups blasted the SEC's proposed changes as a bailout for private-fund managers. The proposed rules "leave retail investors to fend for themselves" and encourage workers to put their savings into investments "that do not offer greater returns but that do offer less disclosure and more limited legal recourse when harmed," said Benjamin Schiffrin, director of securities policy for think tank Better Markets.

The proposed changes raise "serious questions about whether [private equity's] investment risks are being shifted onto everyday retirement savers," said Jim Baker, executive director of the nonprofit Private Equity Stakeholder Project.

 

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