Invest Europe's Fund Secondary Transactions Foundation course aims to help private equity and venture capital investors and fund managers to get better acquainted with the process and legal documentation of a secondary transaction from the point of view of the secondary buyer, the secondary seller and the GP. The following aspects will be covered:
Overview of secondary market
Types of secondary transactions (single fund interest sale, portfolio sale, GP-led transactions, secondary directs)
Motivations of sellers and buyers
Role of fund managers in secondary transactions
Legal Due Diligence: Transfer restrictions in Fund LPAs
Typical auction process and closing mechanics
Overview of typical documentation of secondary transactions (other than SPAs and transfer agreements)
Transfer Agreements: Typical hot topics in negotiations
Overview
Purchase price clauses
Typical hot topics in negotiations
Overview
The role of the broker in structuring GP-led transactions
Typical transaction structures
Secondary transactions in private equity is a relatively new sub-area of the asset class which developed within a few years from obscurity to a USD 40 billion sub-asset class, indicating the maturity of private equity and addressing its main structural problem: illiquidity. Knowing one’s options to sell or buy on the secondary market is a valuable asset to buyers and sellers alike and broadens the GPs’ scope of liquidity solutions.
Secondary buyers, including secondary fund-of-funds, primary fund-of-funds and other institutional investors who are taking an opportunistic approach (i.e. buy secondary interests when the opportunity arises, e.g. buying fund interests in a fund in which they are already invested if some of the other investors want to sell).
Secondary sellers, including everyone who is invested in private equity funds and may decide to sell fund interests as a matter of portfolio reallocation.
Fund managers as they have to manage the transfer process, have to learn to defend their brand and build a new relationship with potential new investors. Increasingly, fund managers actively turn to secondaries to use fund restructurings, staples and other GP-led transactions as a tool to provide liquidity solutions for tail-end portfolios and build momentum for the next fundraising.
Advisors and other professional service providers (including administrators, financial advisors and placement agents, lawyers etc.), who are involved in secondary transactions.
The training course will take place on-site in Paris.
Thursday, 19 March
08:45 - 09:00 (CET) Registrations
09:00 – 09:30 (CET) Introduction & objectives
09:30 – 10:30 (CET) Session One (Overview / Economics)
Overview of the secondary market (in numbers)
Overview of secondary transactions (single fund interest sale, portfolio sale, GP-led transactions, secondary directs)
Pricing of secondaries
Motivations of sellers and buyers
Role of fund managers in secondary transactions
10:30 - 11:00 (CET) Break
11:00 – 12:15 (CET) Session Two (Overview of Process and Legal Documentation)
Legal Due Diligence: Transfer restrictions in Fund LPAs
Overview of typical auction process and closing mechanics
Overview of typical documentation architecture for secondary transactions
Transfer Agreements: Typical hot topics in negotiations
12:15 – 13:15 (CET) Lunch
13:15 – 15:15 (CET) Session Three (Sale and Purchase Agreement)
13:15 – 14:15 (CET) Overview, purchase price clauses, and typical hot topics
14:15 – 14:25 (CET) Coffee Break
14:25 – 15:15 (CET) Tax issues (withholding, payment obligation & US tax issues)
15:15 – 15:45 (CET) Break
15:45 – 17:00 (CET) Session Four (GP-led Transactions)
15:45 – 16:15 (CET) Overview
16:15 - 16:35 (CET) The role of the broker in typical GP-lead transactions
16:35 – 17:00 (CET) Typical transaction structures
To view the full speaker profiles, please click here.
Daniel Quinn
Partner
Akin Gump LLP
Duncan Evans
Partner
Proskauer
Giles Lawson
Founder
Lawson Advisory
Jenny C. Wheater
International Counsel
Debevoise & Plimpton LLP
Matthew D. Saronson
Partner
Debevoise & Plimpton LLP
Paul Koffel
Partner
Coller Capital
Sacha Gofton-Salmond
Partner
Simpson Thacher & Bartlett
Tarek Mardini
Partner
POELLATH
Tarik Moumou
Director
Raymond James
The working language of the course will be English.
Invest Europe Members: €840
Non-members: €1200
*21% VAT will be added to Belgium-based participants.
The above prices include all material relating to this course.
Participants are requested to pay by bank transfer or credit card. Registrations sent after 19 February 2026 should be paid by credit card.
To avoid any confusion, participants are requested to indicate clearly their names and addresses on transfer orders. Confirmation of registration and practical information will be sent after the registration is processed.
Cancellations can only be accepted if received by 19 February 2026. Fees (less 20% administrative charges) will then be refunded. After this date, delegates will be liable for the full fee.
In case of cancellation, a substitution between members of the same company is still possible at any time.