Managing Inherent GP and Counsel Conflicts of Interest in GP‑Led Secondaries

As market conditions have made portfolio company exits more challenging, PE sponsors have increasingly turned to GP‑led secondary transactions to provide liquidity to existing investors. Although the industry has developed market-accepted practices for managing the inherent conflicts of interest in those transactions, recent litigation on the topic proves that sponsors and their counsel must remain vigilant to fulfill their respective fiduciary duties. To address the array of ethical issues that can arise in GP‑led secondary transactions, Sidley Austin hosted a panel on the topic at its Private Funds & Asset Management: Developments & Opportunities conference featuring partners Oren Gertner, Nicholas C. Cassin and Lisa H. Miller; as well as John Leone, managing partner at Fairview Capital Group. This article examines the growing market for GP‑led secondaries; private litigation challenging such transactions; the conflicts of interest around pricing, carried interest, expense allocations and relationships; ethical issues for attorneys; and ways to mitigate and manage the inherent conflicts.  See our two-part series on LP roll-sell elections in continuation vehicles: “Practical Tips and Pitfalls for LPs in Continuation Vehicles” (Jun. 26, 2025); and “LP Diligence Guidance and Election Options” (Jul. 10, 2025).

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