Private Equity Exits: European Commission Launches Targeted Consultation

On 2 March 2026, the European Commission launched a targeted consultation on the challenges investors face when exiting private equity investments in the EU. Forming part of the Savings and Investments Union (SIU) strategy, the consultation addresses concerns that investors in European private companies often struggle to sell their shares in a timely, predictable and fairly priced way. The feedback period runs until 27 April 2026. 

Background

The 2024 Draghi report identified insufficient innovation as a primary driver of declining EU productivity and called for a significant increase in private investment. The SIU strategy, presented on 19 March 2025, seeks to deepen and integrate European capital markets to unlock more financing opportunities. The Commission has already taken a number of steps in this direction, including the Listing Act, the Solvency II Delegated Act on the prudential treatment of equity investments, pensions measures encouraging institutional equity allocations and a forthcoming legislative initiative on venture and growth capital funds. 

Despite these efforts, private equity investors continue to face difficulties exiting their investments. The lack of suitable exit options may constrain the scale-up phase of firms and prompt high-growth companies to move abroad in search of funding, while also making private equity less appealing to limited partners. 

What the Consultation Covers

The consultation is structured around three themes:

• Barriers to exit. The Commission asks respondents to identify regulatory and non-regulatory barriers that hinder private equity exits, including domestic and cross-border obstacles, as well as the costs associated with transactions through traditional channels (e.g. legal, advisory and notary fees).
• A platform for secondary trading of private company shares. The centrepiece of the consultation is the possible development of a multilateral platform for the intermittent trading of private company shares. The aim would be to improve price discovery, reduce transaction costs and accelerate deal completion. Over time, the Commission envisages that such a platform could increase liquidity in private equity markets and make EU private assets more attractive to investors. Key design questions include the regulatory framework, the trading model and frequency, transparency and disclosure requirements, the application of market abuse rules, investor and company eligibility criteria, and clearing and settlement arrangements. The Commission suggests that participation could initially be limited to institutional investors, companies buying back their own shares and certain high-net-worth individuals, and asks whether private companies should retain control over the trading of their shares.
• Raising fresh equity capital. The consultation also explores whether the platform could be used by private companies to raise new capital, for example through a closed auction, as an alternative to traditional private placements. 

Why It Matters

For fund managers and institutional investors, a secondary trading platform could provide a more reliable and cost-effective exit route, improving portfolio liquidity and reducing the risk of being locked into investments beyond fund life. For private companies, the platform could offer a stepping stone towards public markets, though those that have chosen to remain private to maintain control and limit information sharing may have concerns about the transparency and disclosure obligations involved. 

Key areas to watch include the choice of regulatory framework (sandbox versus permanent bespoke regime), investor eligibility criteria, and the extent to which market abuse rules will apply to what has traditionally been an unregulated space. 

Next Steps

Responses may be submitted via the Commission's online questionnaire by 27 April 2026. The feedback will inform the Commission's decision on whether further action, potentially a formal legislative proposal, is warranted.  

For PE sponsors and other institutional investor, how this consultation could potentially pave the way for additional exit routes for European portfolio companies is a key question. The framework which emerges could reshape the competitive dynamics of European PE exits. Any proposed framework will likely introduce new transparency and market conduct obligations for assets that have traditionally operated outside public-market scrutiny.

Lily Kalati, Paralegal, also contributed to this article.

Subscribe to Ropes & Gray Viewpoints by topic here.