The liquidity challenge in venture capital: CIM Tax & Legal analyses in Expansión the possible European secondary market

European private capital faces a structural problem that is increasingly concerning family businesses and large estates: the difficulty of recovering an investment once it has been made. Jordi Buil, lawyer and Manager at CIM Tax & Legal, reflects on this issue and the solutions currently being debated within the European Union in an article published on 9 June in Expansión under the title "El problema del capital riesgo en Europa: invertir sin poder salir".

As Jordi Buil explains, investing in venture capital is, in principle, attractive for a family business, since it allows participation in high-growth private companies, away from the noise of listed markets and with potentially superior returns. The drawback arises years later, when the time comes to divest: there is no market in which to sell the holding and, therefore, no reference price. The only way out is to find a buyer through private negotiations that drag on over time and that often entail unforeseen discounts. In his own words, the family business thus assumes a risk that tends to go unnoticed: that of being unable to exit when it wishes.

A problem that, as the article notes, has not gone unnoticed by regulators. Drawing on data from Invest Europe (the leading association representing the private equity and venture capital sectors), Jordi Buil points to the significant fall in the divestment ratio in European private capital during 2025, and how the European Commission has placed this matter at the centre of the debate through a public consultation.

The most far-reaching solution being put forward is the creation of a regulated secondary market for shares and holdings in unlisted companies. The article describes how it would work: a platform offering price transparency and legal certainty which, rather than operating continuously like the stock exchange, would be structured through "periodic auctions" or scheduled liquidity windows. Should the proposal prosper, it would give predictability to an eventual exit, reduce the arbitrary discounts that investors must accept today and open the door to families with more conservative profiles who currently rule out these assets for being too illiquid.

Buil clarifies that the initiative is still at the study stage and that its initial implementation would take place through a "sandbox": an experimental period with reinforced supervision but lighter requirements, designed to test whether price formation works, whether there is sufficient transaction volume and whether investors use it in an orderly manner. Only after passing this pilot phase would it become a permanently regulated market.

The article also connects this measure with the ongoing reform of the Regulation on European Venture Capital Funds (EuVECA), expected before the end of the third quarter of 2026, which aims to broaden the range of eligible assets, ease regulatory burdens and make it easier for funds to operate across borders within the single market. As Jordi Buil stresses, this is a scenario of profound transformation that is worth following closely, without losing sight of any pronouncements from the Tax Authorities regarding the limitations that might apply to the family business's tax benefits in relation to this type of investment.

At CIM Tax & Legal, we would like to thank Expansión for the trust placed in our professionals to address a matter of growing relevance for family businesses and wealth planning.

For full details and Jordi Buil's complete analysis, you can read the article in Expansión: https://www.expansion.com/fiscal/2026/06/09/6a283afd468aeb311b8b4594.html