Fishing in the same waters: the European Commission’s targeted consultation on a platform for secondary trading of private company shares

On 2 March 2026, the European Commission published a targeted consultation seeking evidence on possible design features of a platform for secondary trading of private company shares here. Broadly speaking, the Commission appears to be fishing in regulatory waters already charted by PISCES, the UK’s framework for intermittent trading platforms for private company shares adopted in 2025. 

The consultation canvasses a wide range of options that could lead to an EU regime quite different from PISCES. Nevertheless, the introductory section of the consultation signals a potential direction of travel by highlighting certain potentially appropriate features. This note draws primarily on that introductory discussion to identify key similarities and differences between the potential EU approach and the PISCES framework.

Similarities and differences

Several elements of the Commission’s thinking resemble the PISCES design: 

• First, PISCES departs from the traditional ‘public minus’ regulatory design model for growth markets, which starts with public market standards and lightens them. PISCES is ‘private plus’ by design, meaning that it takes private market practices and risk tolerances as the starting point and adds regulatory requirements only where necessary to support intermittent public trading. The Commission similarly notes that: ‘an intermittent trading framework should adequately reflect the specificities of private markets compared to trading on public markets’.
• Second, the Commission suggests limiting issuer disclosures and trading transparency data to investors participating in a trading event. This resembles the private perimeter in the PISCES framework.
• Third, the Commission envisages mandatory disclosure of appropriately calibrated core information to investors.  This is broadly consistent with the PISCES framework, which relies on bespoke issuer disclosure requirements based on the ‘buyer beware’ concept of private markets.
• Fourth, the consultation suggests that participating companies might retain ‘a certain degree of control over the trading of their shares’. As under PISCES, such controls could include identifying investors who may participate in individual trading events and setting parameters for price formation.
• Fifth, the Commission indicates that participation might initially be limited to certain types of investors, not including retail investors. The PISCES framework similarly excludes general retail participation investors but does allow access for employees of participating companies and certain sophisticated or high net worth retail investors. Notably, the Commission suggests allowing the platform to be used for share buybacks, which PISCES does not currently allow.
• Finally, PISCES framework is a five-year regulatory sandbox. A time-limited sandbox is one of three options suggested by the Commission for how the EU platform could be constituted.

Potential divergence between the Commission’s thinking and PISCES is most visible in two areas: 

• First, the Commission identifies that appropriate safeguards to prevent market abuse should be considered and that it might ‘be appropriate to consider applying certain core aspects of the market abuse framework’. The civil market abuse and criminal insider dealing regimes do not apply to shares traded on a PISCES platform. The difference between the EU and UK on this element can be summed up as being whether to follow the ‘buyer beware’ norms of the private equity market, where market abuse rules do not apply, or the investor protection and market integrity norms of public markets. The Commission’s observation that ‘multilateral markets with a low level of liquidity may be especially vulnerable to manipulative practices’ suggests that it may favour stronger integrity safeguards.  
• Second, the PISCES framework is strictly for secondary market trading and primary capital raising is not permitted. Rather than being rooted in fundamental principle, the restriction of PISCES to secondary market trading appears to owe more regulatory policy sequencing between the PISCES initiative and other work on revising prospectus requirements and related exemptions. The UK government has pledged to keep all elements of the PISCES design, including this one, under review. The Commission, by contrast, appears open to allowing primary issuance, noting that this could mean ‘alleviations and efficiency gains a private placement cannot offer’.

Brief reflections

Whether dedicated regulatory frameworks for intermittent trading platforms will significantly expand secondary markets in shares of privately owned companies remains to be seen. The very first liquidity event on a UK PISCES platform (operated by JP Jenkins) has been scheduled for 18 March 2026. It will be by a small venture capital-backed board game company.

In a working paper in which I discuss PISCES (here) I identify three potential niches for such platforms. For founders, a PISCES liquidity event could be a stepping stone to an initial public offer. For private equity investors, it may offer a (partial) exit route for investments in portfolio companies. For growth companies, the availability of secondary liquidity mechanism could enhance the attractiveness of share-based employee incentives. 

However, the working paper questions the likely appeal of PISCES for private equity investors. One concern is the possibility that prices set in PISCES liquidity events could leak into the public domain notwithstanding confidentiality conditions. Other commentary similarly suggests that PISCES may prove more useful as a mechanism for employee and founder/early investor liquidity than as a significant exit channel for private equity. Against this background, it is notable that the Commission consultation explicitly links the potential EU platform to private equity exits.

The development of the EU’s framework for intermittent trading in private company shares therefore merits close attention. Should the UK and EU ultimately adopt regimes that pursue broadly similar aims but with different design features, the divergence may create a natural experiment. Comparing the performance of the two regimes could yield valuable insights on the calibration of regulatory requirements to market preferences, and which combinations of ‘private plus’ requirements are most aligned with those preferences. 

Eilís Ferran is a Professor of Company and Securities Law at the University of Cambridge.