Private Capital
For further information or a copy of our continuation vehicles crib sheet, please contact our Asia team
29 6月 2026
Insight
Asia
With 2018 to 2020 vintages looking for exits, continuation vehicles have emerged as an increasingly popular way to give remaining assets more runway while generating liquidity for existing investors.
However, because the GP sits on both sides of the transaction, continuation vehicles raise unique challenges and risks that both GPs and LPs must actively manage.
Our team outlines the problems that may arise in continuation vehicle transactions and practical ways to mitigate them.
1. Approvals, process and evidence
Move quickly, but do not rush the process. Approvals should be fully informed, properly documented and supported by a process that gives LPs and LPAC members sufficient time, information and independence to deliberate.
2. Valuation and pricing
Assume the valuation will be tested. The GP should be able to demonstrate that pricing was independently scrutinised, based on complete information and fair to investors on both sides of the transaction.
3. Information symmetry
Information parity is the best protection against a disclosure dispute. Existing LPs, LPAC members, advisers and continuation vehicle investors should be treated as audiences who may later compare notes.
4. Alternative exits
A continuation vehicle should not be presented as the only credible exit unless the record supports that conclusion. Alternative liquidity routes, even if ultimately rejected, are likely to be a focus of any later dispute.
5. Relief, arbitration and confidentiality
Dispute resolution provisions should be drafted with interim relief in mind. Waiting periods, emergency relief carve-outs and arbitral seat provisions can determine whether a dispute remains private or becomes public.
6. Practical steps to reduce the risk of disputes
Continuation vehicles can be effective liquidity tools, but they carry increased dispute risk if not managed carefully. The safest transactions are those where the GP can show that the deal was fair, the process was robust and all relevant investors were properly informed.
Key contacts
Simon Chapman KC
Managing Partner, Disputes, Asia and Australia, Hong Kong
Kathryn Sanger
Partner, Head of Disputes, China and Japan and Head of Private Capital, Asia, Hong Kong
Gitta Satryani
Managing Partner, Singapore Office, Singapore
Peiwen Chen
Partner, Head of Private Capital, Asia, Singapore and Hong Kong
Aaron McDonald
Of Counsel, Hong Kong
Anthony Vasey
Senior Registered Foreign Lawyer (England and Wales), Hong Kong
Benjamin Lohr
Partner, Hong Kong
Victor Chiew
Partner, Herbert Smith Freehills Kramer Prolegis Alliance, Singapore
Tomas Furlong
Partner, Singapore and Dubai
Legal Notice
The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
© Herbert Smith Freehills Kramer 2026
Stay in the know
Receive timely insights and briefings from HSF Kramer, tailored to keep you informed and ahead
Subscribe now