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LPs Push for Shorter Election Windows in Blindpool Deals

Secondaries Investor •
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Morgan Lewis lawyers warned that limited partners (LPs) are increasingly forced to sell continuation vehicles (CVs) because of the lengthy election period set in side‑letter agreements during blindpool fundraising. The firm’s deputy leader, Courtney Nowell, noted the strain when LPs lack seats on the limited partner advisory committee.

These protracted windows leave LPs with little time to assess whether to roll on or divest, especially when commitments are stapled to the primary fund. Nowell emphasized that the lack of a seat on the advisory committee removes the LP’s voice from critical decision‑making, widening the risk of being pushed into unfavorable terms for their portfolios.

Industry observers warn that this pressure could accelerate secondary market activity, as LPs scramble to find buyers before deadlines. A tighter election period would also reduce the likelihood of forced sales at distressed prices, potentially stabilising fund valuations and preserving capital for future co‑investments in 2024.

Morgan Lewis’s analysis signals a shift in how LPs negotiate blindpool terms. By demanding shorter election windows and advisory committee representation, they aim to protect their investment decisions and avoid being caught in rushed, potentially disadvantageous CV transactions. Such changes could prompt managers to offer clearer timelines, fostering trust and potentially reducing costly exit negotiations for.