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LPs flag conflict risks as ILPA survey warns of governance gaps

Secondaries Investor •
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Limited partners are keeping their private‑equity allocations steady, but a new Institutional Limited Partners Association (ILPA) sentiment survey reveals rising anxiety over governance, valuation methods and, most sharply, conflicts of interest. LPs are zeroing in on contract clauses that govern key‑person departures, the flow of carried interest inside GP firms and the fiduciary standard applied to deal‑by‑deal decisions, and to protect downstream investors.

The survey coincides with a wave of GP‑led continuation funds structures, where managers act as both seller and buyer, prompting many limited partners to demand formal waivers for these dual‑role transactions and require detailed reporting on pricing assumptions. At the same time, the growth of private‑wealth and retail vehicles that could rival traditional closed‑end funds is intensifying scrutiny of potential self‑dealing.

ILPA’s findings push the industry toward tighter LP‑GP contracts, with emphasis on transparent carried‑interest allocation and clearer fiduciary duties. Investors view these safeguards as essential to preserve value and limit exposure to disputes that could delay exits or depress returns. The pressure is already reshaping negotiation tactics across the private‑equity market for fund managers seeking new capital commitments.