William Clayton is a Professor of Law at J. Reuben Clark Law School, Brigham Young University, and Elisabeth de Fontenay is the Karl W. Leo Professor of Law at Duke University School of Law. This post is based on their recent paper, forthcoming in the Duke Law Journal.
Efforts to open private equity and other private assets to retail investors—including now through 401(k) plans—are often framed as a long-overdue democratization of superior investment opportunities. Indeed, private equity has always been viewed as special, both for its market-beating returns and its success in making companies more profitable, yet it has historically been off-limits to retail investors.
In Private Equity for All: The Paradoxical Push to Democratize Private Markets, we argue that the push to democratize private equity is subject to a glaring paradox. Far from sharing the spoils of private equity with the public, opening private markets to retail investors at scale is likely to erode or eliminate each and every one of the supposed advantages of private equity over public markets—not just for retail investors but across the market. Consequently, whether private equity’s appeal lies in superior investor returns or superior corporate governance, broad retail access is likely to ensure that neither one is achieved.
The debate has become urgent. New products targeting retail investors are continually being launched by private-asset managers and blessed by regulators. And in the summer of 2025, an executive order directed the U.S. Securities and Exchange Commission and U.S. Department of Labor to pave the way for private equity to access a particularly massive pool of retail capital: the $10 trillion 401(k) market. READ MORE
