ILPA Videos: Frequently Asked Questions on CVs and the Role of ILPA’s Continuation Vehicle Guidance
Developed alongside the ILPA CV Guidance 2026, these videos address key topics in continuation vehicle transactions, including conflict management, sell/roll elections, process fairness, GP-LP alignment, and the rationale for updating the 2023 guidance. The guidance emphasizes clear commercial rationale, early LP engagement, robust conflict management, defensible pricing, and informed LP decision-making.
Why now for ILPA’s new market CV guidance?
The guidance seeks to build on the previous ILPA CV guidance released in 2023 and to be responsive to current market needs. Its best practices are aimed at strengthening industry standards around transparency, alignment, and fair treatment as the CV market continues to evolve.
CVs: GP Conflict Transactions
The guidance encourages GPs to clearly disclose to LPs the commercial rationale for a proposed CV transaction, supported by evidence that alternative options were reasonably considered. GPs should engage the LPAC early to identify and address potential conflicts through active management and mitigation.
CVs: LP Elections
LPs should be given sufficient time and clear, upfront disclosure to make informed election decisions. Key details, including rolling LPs’ fees and carried interest structure, governance rights, and any differences between CV investors and rolling LPs, should be provided early so LPs can fully assess the implications of the CV transaction.
CVs: GP-LP Alignment
Alignment between GPs and LPs helps prevent economic conflicts from influencing outcomes. Transparent pricing, accurate and clear disclosure of GP fees and incentives, and meaningful GP reinvestment help demonstrate that the transaction is designed to align all key stakeholders.
CVs: Making the Sell-Roll Election
LPs need transparency, fair treatment, strong governance, and assurance of key investor protections to make informed sell-roll decisions. When these protections are maintained, LPs and other CV stakeholders can be engaged participants.
CVs: Assessing Fairness
Information parity is a core principle of the guidance. Providing LPs with clear, concise, and consistent information from the start of the election period supports informed decision-making, reduces friction, and facilitates a smoother transaction process for all parties.
CV Economics: Fair to All?
Evaluating a CV proposal requires LPs to have a clear understanding of both value and alignment delivered by the CV transaction. Robust price validation, adequate decision-making time, disclosure of the GP reinvestment, and transparency around rolling LPs’ transaction economics are key to building LP confidence in the transaction.
Are CVs Fair for LPs?
LPs are more able to make informed sell-roll decisions when GPs clearly explain the strategic rationale for a CV transaction and effectively manage conflicts, including through early LPAC engagement. This transparency helps build confidence that the transaction is in the best interests of both the fund and its LPs.
Related Resources
Continuation vehicles (CVs) have become an established tool for portfolio management and liquidity solutions, increasing in both frequency and…
Replay now available!
**Update: October 2026** ILPA’s Continuation Funds: Considerations for Limited Partners and General Partners guidance was released in 2023, but…
