The Private Equity Law Report interviewed industry professionals to discuss the most meaningful and impactful reforms in the Rules that PE sponsors can expect to grapple with over the next 12 18 months. Private Investment Funds partner Rob Emerson weighed in on adviser-led secondary transactions, as those transactions were likely distinguishable from the SEC’s perspective because they do not provide investors with elections. Notably, the SEC revised the final definition to require the adviser to offer a choice between selling and converting. Thus, a tender offer or other transactions in which an investor may retain its interest in the same fund and subject assets is not subject to the final Rule. “It made sense to exclude tender offers from the final Rule because the GP’s role is largely to facilitate a liquidity transaction that will occur directly between an LP and a third-party buyer for the same existing interest,” Emerson asserted to Private Equity Law Report. “They are less concerning because LPs can choose not to sell.”