Although certain features of GP‑led secondary transactions have become more mainstream in recent years and existing concerns about the transactions have been assuaged, the transactions continue to rapidly evolve in ways that make them more complex and, accordingly, more subject to increasing regulatory scrutiny. That is particularly the case as sponsors launch more multi-asset/multi-fund continuation funds and attempt to grapple with some of the complications those structures introduce. Those trends were discussed in a Willkie Farr webinar moderated by partner Arash Farhadieh and featuring partners Adam S. Aderton, Matthew Block and Larissa Marcellino. This first article in a two-part series parses trends in the structures and timing of GP‑led transactions; top-of-mind conflicts of interest targeted by the SEC and other regulators; and factors to weigh when structuring status quo and rollover options for existing LPs. The second article
will detail different tax issues to consider when planning GP‑led transactions; specific items sponsors need to address at the early stages; and some of the latest guidance from the SEC and other industry groups. For additional insights from Aderton, see “Enforcement Actions Resulting From SEC Sweep Keep Off‑Channel Communications in the Spotlight
” (Oct. 5, 2023); and “What to Expect From Today’s SEC Examinations and Enforcement Relating to PE Management Fees and Expenses (Part One of Two)
” (Sep. 21, 2023).