The “GP stakes” market has grown significantly, with total deal value reaching over approximately $20 billion in 2025 according to data available from With Intelligence  highlighting its shift from a niche to a mainstream strategy in private markets. GP stakes investing broadly refers to the acquisition of (typically) minority stake interests in fund managers or “GPs” by institutional investors and specialist fund managers. The commercial driver for investors and GPs to undertake such transactions are varied. Given multiple stakeholders and disparate priorities, it is vital when such structuring such transactions to anticipate issues and tailor solutions that emphasise and maintain alignment.

Every GP stakes deal must address the key question: what does alignment look like for all parties, now and in the future? GP stake investors must probe the GP’s rationale for seeking capital, whether driven by platform expansion, funding commitments to invest in their funds, succession planning or liquidity. The answers shape negotiations around rights and protections, especially given the wide range of GPs, from emerging managers to mature sponsors, that are open to seeking GP stake investment.

Deal structures are bespoke. Equity investments remain common, but hybrid models incorporating debt or convertible instruments are gaining traction. These structures offer investors downside protection and GPs flexibility to pursue growth. Minority protections are standard, with investors negotiating board observer status, information access and veto rights over key decisions.

Governance is where the interests of GPs and investors most often intersect—and sometimes collide. Investors want meaningful influence over strategic matters, but GPs need to retain autonomy over day-to-day operations and investment decisions. Consent rights over key decisions such as changes to the partnership agreement, admission of new partners, material amendments to the fund’s investment strategy, mergers or sales of the management company, and certain affiliate transactions, advisory committee seats, and exit protections are typical negotiation points. Emerging managers present unique governance dynamics. Smaller teams may require bespoke arrangements, while institutionalized firms often have established compliance and reporting frameworks. Investors must calibrate their approach to governance based on the GP’s maturity, ownership structure, and long-term strategy, and their own strategic priorities.

Valuing a GP stake is a technical exercise, requiring projections of management fees, carried interest, and platform growth. In today’s market, valuation gaps are common, especially as fundraising conditions remain challenging. Creative structuring (such as earnouts or staged investments) can help bridge these gaps and facilitate deal execution. GPs must ensure transparency in how fee streams and carried interest are calculated, especially when stakes are marked up without corresponding realized performance.

Transferability provisions are central to GP stakes deals. Investors increasingly seek the ability to transfer cashflow rights or stakes to affiliates or financing providers, unlocking liquidity and facilitating portfolio management. Standardized language in investment documentation now supports these transactions, but restrictions remain to protect the GP’s interests and maintain confidentiality. Secondary sales of GP stakes are also emerging as a tool for early investors seeking liquidity or portfolio rebalancing. As the market matures, these mechanisms will become more prevalent, offering additional flexibility for both investors and GPs.

Succession planning is an increasingly important driver, especially as firms transition leadership and seek to institutionalize their platforms. Investors want assurance that key professionals remain engaged and incentivized. Key person clauses, non-competes, and buyback rights are standard, but must be calibrated to avoid stifling the GP’s ability to attract and retain new talent, and facilitate succession planning.

The rise of GP stakes investing has drawn increased attention from regulators, particularly the United States SEC. Fee transparency, valuation practices, conflict management, and fiduciary duty alignment are key themes of concerns for regulators in such transactions. Unlike general partners, GP stake investors do not owe fiduciary duties to the limited partners of the underlying funds. This distinction can create governance challenges, particularly if the fund underperforms or if there are strategic disagreements between stakeholders.

Securitization and other financing innovations are reshaping the GP stakes market. Investors can now leverage diversified pools of GP stakes, providing liquidity and enabling distributions to LPs. Lenders are increasingly comfortable with these structures, offering financing against both portfolios and individual stakes. These developments enhance flexibility and support long-term value creation.

GP stakes transactions demand a nuanced approach to structuring, governance, valuation, and regulatory compliance. As the asset class evolves, staying agile and informed will be key to navigating the GP stakes landscape.GP stakes investing is set to drive continued consolidation in asset management. Larger platforms are acquiring stakes in mid-market GPs, while expansion into private credit, infrastructure, and real assets is broadening the opportunity set. Cross-border transactions and secondary sales will further shape the market, requiring sophisticated legal and regulatory coordination.

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