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ARTICLE · 30 JULY 2026

Building A Defensible Process: GP-Led Continuation Fund Transactions In 2026

Mayer Brown
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General partners executing continuation vehicle transactions in 2026 navigate a complex landscape shaped by regulatory uncertainty following the Fifth Circuit's vacatur of the Private Fund Advisers Rule, ILPA's increasingly prescriptive governance framework, and emerging private litigation risk. How can GPs build defensible process architecture that balances fiduciary obligations, institutional investor expectations, and commercial realities while minimizing post-closing exposure?

United StatesFinance and Banking
Iliana Kirova
Iliana Kirova
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Introduction and Executive Summary

General partners (“GPs”) executing continuation vehicle (“CV”) transactions in 2026 face three converging pressures that demand unprecedented attention to process architecture. First, the vacatur of the Private Fund Advisers Rule by the Fifth Circuit Court of Appeals in June 2024 has left the regulatory landscape in a state of principles-based uncertainty, with the general anti-fraud provisions of the Investment Advisers Act remaining fully operative but without the bright-line safe harbors that the rule would have provided.1 Second, the Institutional Limited Partners Association (“ILPA”) has accelerated its self-regulatory framework, publishing a Disclosure Template in January 2026 and proposed updated guidance in June 2026 that collectively establish an increasingly detailed set of governance expectations.2 Third, the emergence of private litigation risk—exemplified most prominently by a sovereign wealth fund’s challenge to a GP-led continuation

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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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