Continuation Funds Are Drawing Closer Scrutiny. We Can Help
October 28, 2026 – Cassel Salpeter & Co. Thinking of doing a continuation fund? Contact Scott Salpeter or James Cassel at Cassel Salpeter to discuss. We can help with the fairness opinion or valuation.
Cassel Salpeter has extensive experience providing fairness opinions and valuations. Our team has issued over 200 fairness or solvency opinions and completed over 600 valuation assignments for boards, committees, PE funds and their GPs, fund advisory committees, and owners. We monitor regulatory developments and industry best practices and work closely with your team, tailoring every engagement to the specific needs of the client and transaction.
Continuation funds remain one of the most widely used liquidity tools in private equity, and the attention on how they are run has grown along with them. LPs and advisory committees are asking harder questions about pricing, information flow, and the alternatives considered before choosing to sell to a continuation fund and whether to roll over their investment.
A 2025 dispute in the Delaware Court of Chancery made the stakes clear. An investor challenged a continuation vehicle that already had a fairness opinion and advisory committee approval in hand, arguing that the process behind both was flawed. The Institutional Limited Partners Association or ILPA has since issued new disclosure and governance guidance for these transactions, and LPs increasingly treat it as the benchmark for GP conduct.
Controlling both the selling fund and the continuation vehicle puts the sponsor in a position where potential conflicts of interest require careful attention. This is where an independent adviser like Cassel Salpeter can play a valuable role. As an independent adviser, we have no stake on either side of the transaction, which allows us to provide an objective view. Our work is built to hold up under questioning, with clear documentation of how we reached our conclusions.
Some sponsors are choosing a valuation in lieu of a fairness opinion. A valuation follows the same analytical rigor as a fairness opinion but does not directly address the consideration in the transaction . We can help you determine which is the right fit for your transaction.
If you are considering a continuation fund, contact our team at Cassel Salpeter to discuss how we can help.
