Secondary markets for late-stage private companies have become an increasingly important avenue for fund managers seeking to give institutional investors exposure to companies such as Anduril Industries, OpenAI and other venture-backed unicorns. The principal legal risk, however, is often more fundamental than valuation or IPO timing: what legal asset will a fund actually acquire from the secondary trading platform, and does that asset confer enforceable rights that the underlying issuer will recognize? Recent issuer warnings, regulatory actions, bankruptcies and criminal cases demonstrate that fund managers should approach these transactions less like ordinary secondary purchases and more like bespoke private securities purchases requiring substantial diligence. For fund managers, diligence should focus on the legal integrity of the investment, including title, transferability, issuer recognition, transaction economics, governance rights and available remedies. In a guest article, Day Pitney partners Peter J. Bilfield, Erik A. Bergman and Matthew J. Letten distinguish between two related risk categories: (1) claims a fund manager may have against the platform if the promised exposure is not validly delivered; and (2) claims that LPs in the fund or other investors may assert against the fund manager if diligence, valuation, conflict review or disclosure are alleged to have been inadequate. In addition, the article suggests measures that fund managers can take as to platforms and their LPs, respectively, to mitigate the risks posed by each from these transactions. See “Secondaries Unlocked: A Market Grown Up and Continuing to Evolve” (Nov. 13, 2025).