Secondaries

As private markets as a whole have matured, our clients have increasingly sought liquidity and exit solutions that are more calibrated to their needs. The private markets secondaries industry has been growing substantially over the last few years, with aggregate annual secondaries transaction volume exceeding $100 billion in 2021 and 2022.

In this ever-evolving market, the level of sophistication of the players and the complexity of the transactions require effective counsel that can produce high-quality results based on real-world experience and market knowledge.

Goodwin’s Secondaries practice brings together a global team of lawyers with extensive experience in domestic and cross-border secondaries transactions. We collaborate across our award-winning investment funds, transactional and finance practices to provide advice tailored to the needs of our clients’ transactions, drawing on our bench of tax and regulatory specialists to help land on the right structure.

Our leadership in private equity, healthcare, infrastructure, real estate, and venture capital ensures we provide cutting-edge legal and practical secondaries advice to our clientele. With decades of experience across these asset classes, our lawyers have developed longstanding, deep relationships with some of the most active sellers, investors and intermediaries. These relationships provide us with market insights and a detailed understanding of portfolio management requirements, liquidity needs and key issues that may arise for fund managers and their limited partners.

We provide our clients – sponsors, buyers and sellers – with legal advice in connection with all types of secondaries transactions, ranging from ordinary course transfers to the most complex continuation funds and structured solutions across the United States, Europe and Southeast Asia.

Our work for clients includes:

• Full fund restructurings
• Multi-asset continuation funds
• Single-asset continuation funds
• Strip sales
• Tender offers
• Stapled fundraisings
• LP portfolio sales
• GP stake sales and succession planning
• Spin outs and bespoke structures
• Secondary directs
• Co-investments
• Financing solutions, including preferred equity and NAV-based facilities
• Advice on compliance with the Investment Advisers Act, Hart-Scott-Rodino, CFIUS, tender offer rules and AIFMD