Practice areas

Direct portfolio secondaries

Direct portfolio secondaries are, by their nature, complex, often cross-border and regularly throw-up unique issues.

Our experience has emphasised the importance of the following matters in direct portfolio secondaries:

• absolute clarity on the transfer mechanisms in articles, the transferability of shareholder rights in shareholder agreements and the transferability of outstanding subscription obligations;
• the conflicts of interest which may arise between managed funds, management teams and co-investors;
• the ability to think inventively to solve tax structuring, consent or other difficulties by creating alternative deal structures; and
• early agreement on the process by which third party consents are obtained, including their relative priority and the consequences of those consents not being obtained.

Fund secondaries

The volume of secondary fund sales is steadily growing as this form of secondary transaction becomes increasingly popular.  These transactions range from sales of single fund interests to sales of multiple fund interests to one or more buyers.

We have a strong track record in these types of transactions and we regularly act for both vendors and purchasers of fund interests.  Because we act for a significant number of general partners, we also frequently advise on their involvement in the secondary sale process, including in relation to the consent processes, rights of first refusal and compliance with regulatory and securities laws.