Are some people simply not rich enough to build the American dream?
America’s capital markets are the most dynamic in the world. They are ripe with opportunity. Our nation’s business ecosystem is better because of them.
The American dream of entrepreneurship and prosperity is possible through our robust capital markets. Too many people are locked out of important parts of those markets for one simple reason: They are not rich enough.
Most investors can only directly invest in publicly traded companies, which make up less than 1% of all U.S. businesses. They have virtually no access to nonpublic, or private, investment opportunities. In other words, they have no access to investments that help the rich get richer.
The number of publicly available stock investment options has declined by nearly 50% since the 1990s, which means fewer investment opportunities for hardworking Montanans. That is the effect of the outdated “accredited investor” framework.
Publicly traded companies are subject to the highest degree of disclosure requirements from the Securities and Exchange Commission. The strict requirements, along with their direct costs to the investor, create a transparent but also very expensive option, which is why everyone has access.
Nonpublic companies are not subject to these same rules, so the federal government has long held that only “sophisticated” investors are allowed to participate in these markets. The problem is the false equivalency between sophistication and wealth. This foreclosure on access by anyone but the wealthiest among us is one reason the rich get richer and ordinary people are often left behind.
Under current SEC rules, anyone can access the private markets by being an accredited investor, which is defined by having more than $1 million in net worth, not including one’s residence, or by earning more than $200,000 per year for two consecutive years. The rules include other qualifications, but for most people, wealth remains the gatekeeper.
This leaves many “ordinary” people on the sidelines — many of whom understand the risks of investing and have built strong portfolios or financial plans either independently or with a financial adviser. A high net worth does not automatically make someone a knowledgeable investor, just as falling below an arbitrary threshold does not make someone incapable of understanding risk. In other words, a person who inherits $1 million but has no idea about how money works may qualify, but someone with a doctorate in economics with only $100,000 to invest is generally not qualified.
I have seen our capital markets from nearly every angle. I began my career as an educator and research scientist before founding a tech company that later merged with Yahoo. I went on to build multiple businesses, structure alternative investments, and raise capital through independent broker-dealers. Later, as Montana state auditor and commissioner of securities and insurance, I served as our state’s chief securities regulator. Today, I serve on the House Financial Services Committee.
Those experiences taught me that capital formation and investor protection should not be seen as competing goals. Well-designed rules can advance both.
That is why I introduced the Informed Investor Access Act. My legislation would create a new route to accredited-investor status for a specific transaction when someone receives personalized investment advice or a recommendation from a registered investment adviser or registered broker-dealer.
This is not an invitation to throw open the doors without guardrails. Registered investment advisers are bound by a fiduciary duty, and broker-dealers must comply with Regulation Best Interest. These professionals are required to consider a client’s financial circumstances and risk tolerance when making recommendations.
The current framework creates a self-reinforcing barrier: Often, people are required to meet the wealth threshold to access investments that may help them build wealth. Meanwhile, entrepreneurs in private businesses lose potential sources of capital that could help them innovate and expand.
Access must improve on both sides of the marketplace. I recently led a congressional letter urging SEC Chairman Paul Atkins to finalize the commission’s Registered Offering Reform proposal.
Among its provisions, the proposal would remove duplicative state registration and qualification reviews for certain public companies, reducing unnecessary costs while maintaining disclosure and anti-fraud protections.
This matters across the country, but especially in rural states such as Montana. Entrepreneurs and growing businesses should not be forced to move their business to a major financial center to find capital. Likewise, Montanans who work, save, and plan responsibly should not be excluded from considering an investment simply because they don’t meet the wealth threshold.
Modernizing these rules does not guarantee returns, eliminate risk, or make every investment suitable. Nor should it. These are investments without training wheels, and they should be carefully scrutinized.
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Giving everyday people access gives them an opportunity to make informed choices with professional guidance, while allowing businesses to reach a broader pool of potential investors.
Building wealth should not be reserved for those who were given a head start or who are already wealthy. Congress and the SEC can preserve strong protections while replacing outdated barriers with standards that recognize individual circumstances. This is how we strengthen capital formation in America and keep America’s markets the strongest in the world.
Troy Downing is a member of the House of Representatives, serving the people of Montana’s 2nd Congressional District.