Delaware Court Grants LPAC Member’s Emergency Request to Block Continuation Vehicle Transaction

On December 3, 2025, a complaint (Complaint) was filed in Delaware Court of Chancery that highlights the potential risks when a fund sponsor seeks to push through a continuation vehicle (CV) transaction over the objection of existing investors. Specifically, the Complaint alleged that the conflicted CV transaction would have benefitted the sponsor and its affiliates while simultaneously harming the existing investors. Further, several procedural concerns related to the CV transaction were alleged in the Complaint, including that the sponsor used coercive, “underhanded” tactics that violated its fiduciary duties. Although the Delaware Court of Chancery promptly approved a stipulation to temporarily halt the CV transaction until at least the end of February 2026, contingent on an independent arbiter’s review of the facts, the Complaint illustrates risks that can arise in CV transactions. This article summarizes the Complaint and the alleged conflicts of interest in the CV transaction; considers the frequency of investor complaints and litigation in CV transactions; explores what alternative steps the sponsor could have reasonably taken to mitigate the risks; and offers key takeaways from legal experts interviewed by the Private Equity Law Report. See “Secondaries Unlocked: A Market Grown Up and Continuing to Evolve” (Nov. 13, 2025); and “SEC Charges PE Sponsor With Improper Accelerated Monitoring Fees and Continuation Fund Transfer” (Dec. 14, 2023).

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