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ARTICLE · 01 MAY 2026

GP Stakes Decoded – Part Two: Building A Framework Through Structure And Governance

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This is the second installment in a three-part series exploring the key business and legal considerations for minority investments in alternative asset manager sponsors—commonly structured as “GP stake” transactions—from the perspectives of both sponsors (“GPs” or “sponsors”) and GP stake investors.

United StatesCorporate/Commercial Law
Tram N. Nguyen
Tram N. Nguyen
Joseph A. Castelluccio
Joseph A. Castelluccio
Jonathan A. Dhanawade
Jonathan A. Dhanawade
Don F. Irwin
Don F. Irwin
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Building the Framework: Structure and Governance

This is the second installment in a three-part series exploring the key business and legal considerations for minority investments in alternative asset manager sponsors—commonly structured as “GP stake” transactions—from the perspectives of both sponsors (“GPs” or “sponsors”) and GP stake investors.

Part One laid the groundwork by addressing objectives and valuation. Part Three will tackle relationship management: the human dimension that can make or break even the best-structured deal.

This Legal Update dives into the structural and governance parameters that define the negotiation of a GP stake deal:

Sponsor Perspective
Strategic Rationale: Why Are You Selling a Stake in Your GP?

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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