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The Rise of Secondaries Transactions and Its Impact on the London Legal Market

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The Rise of Secondaries Transactions and Its Impact on the London Legal Market

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By Lucinda Mueller, Senior Consultant
Secondaries transactions are no longer a niche subset of private funds work. What was once viewed primarily as an LP portfolio-trading market has evolved into a core feature of the private capital ecosystem, with significant implications for the London legal market.

The expansion of GP-led transactions, continuation funds, NAV financing and preferred equity structures has transformed secondaries into one of the fastest-growing and most strategically important areas within private practice. As sponsors search for liquidity solutions in a subdued exit environment, law firms are increasingly restructuring teams, recruiting specialist talent and building multidisciplinary private capital platforms to meet growing demand.

Record transaction volumes, the institutionalisation of GP-led deals and growing investor acceptance of continuation vehicles have combined to make secondaries one of the most significant growth stories in private capital. For the legal market, however, the more interesting story is how this growth is reshaping law firm strategy, recruitment priorities and the structure of private capital practices across London.

From LP-Led Origins to a GP-Led Market

Historically, secondaries activity was dominated by LP-led transactions. Investors used the market to sell fund interests, rebalance portfolios, reduce exposure to particular managers and generate liquidity.

The modern market is fundamentally different. GP-led transactions now represent a substantial proportion of overall secondaries activity. Continuation funds, single-asset vehicles and multi-asset restructurings have become mainstream tools that allow sponsors to retain ownership of high-performing assets while simultaneously providing liquidity options to existing investors.

This evolution has significantly increased legal complexity. Modern secondaries transactions frequently require advice across fund structuring, M&A, governance, disclosure, financing, tax and regulatory disciplines, creating demand for highly specialised legal teams.

Record Growth and the Outlook for 2026–2027

The secondaries market has experienced extraordinary growth over the last decade. Industry estimates place global secondaries volume at approximately $230bn–$240bn during 2025, establishing a new market record.

Growth has been driven by slower traditional exits, longer holding periods, lower distributions to investors and increasing pressure on sponsors to generate liquidity without relinquishing ownership of high-quality assets. Market participants generally expect these drivers to remain in place through 2026 and 2027.

Importantly, growth is no longer confined to traditional private equity secondaries. Infrastructure secondaries, private credit secondaries and preferred equity solutions are all becoming increasingly important segments of the market. For law firms, this broadening of the market creates opportunities to advise a wider range of sponsors, investors and asset classes.

The Emergence of a Distinct Legal Specialism

One of the clearest indicators of secondaries becoming a standalone legal discipline was the introduction of a dedicated Chambers UK category for Investment Funds: Private Equity: Secondaries in 2024.

Historically, secondaries work sat within broader private funds practices and was often viewed as a specialist subset of fund formation. The creation of a dedicated Chambers category reflects both the sophistication of the market and the specialist expertise required to advise on modern secondaries transactions.

Unlike traditional funds work, secondaries lawyers must combine expertise across transfer mechanics, conflicts management, LPAC processes, acquisition structures, investor disclosure, financing arrangements, tax structuring and cross-border regulatory issues. Few areas of private capital law require such a broad combination of skills.

How Secondaries is Reshaping London Law Firms

The growth of secondaries is materially changing how leading law firms organise their private capital practices.

Historically, private funds and sponsor-side M&A teams often operated independently. Today, secondaries transactions increasingly require close collaboration between funds, corporate, finance, tax and regulatory specialists. A modern GP-led transaction may involve fund restructuring advice, acquisition documentation, investor negotiations, governance analysis and financing arrangements within a single mandate.

As a result, many firms are investing in integrated private capital platforms rather than standalone practice groups. The ability to offer seamless advice across the full lifecycle of liquidity solutions transactions is becoming a significant competitive advantage.

Competition for Talent

The rise of secondaries has created one of the most active recruitment markets within private capital law.

Elite US firms and leading UK firms have increasingly invested in secondaries capabilities through strategic lateral hiring, team expansion and broader private capital investment. Lawyers with experience of continuation funds, GP-led restructurings and liquidity solutions are increasingly sought after, particularly at partner and senior associate level.

For associates, secondaries offers unusually broad exposure. Lawyers frequently work across funds, M&A, financing, tax and regulatory matters within a single transaction. This breadth of experience accelerates commercial development and creates portability across multiple private capital disciplines.

Why GP-Led Transactions Drive Legal Demand

While LP-led transactions remain important, GP-led transactions have become one of the primary drivers of legal demand.

Continuation fund transactions require advisers to coordinate multiple workstreams simultaneously, including conflicts analysis, investor disclosure, governance approvals, valuation considerations, rollover mechanics, acquisition documentation and financing arrangements.

These mandates are often highly sensitive, involve compressed timelines and attract significant investor scrutiny. Consequently, they are among the most technically demanding and commercially attractive matters within private capital law.

Client Expectations Are Changing

The sophistication of secondaries investors has also changed client expectations. Buyers increasingly expect efficient execution, market-standard documentation and advisers with deep familiarity with current market terms.

Repeat sponsor and investor clients increasingly value firms that possess institutional knowledge of continuation funds and GP-led transactions. As the market matures, legal advice is becoming more strategic, relationship-driven and focused on repeat execution rather than one-off transactions.

Career Implications for Lawyers

For lawyers, secondaries has become one of the most attractive growth areas within private capital.

The work combines elements of funds, corporate, finance, tax and regulatory law, creating a uniquely broad skill set. Lawyers who develop secondaries expertise are often well positioned for opportunities across private funds, sponsor-side M&A, private credit and fund finance practices.

As the market continues to expand, secondaries experience is increasingly viewed as a differentiating factor for both associates and partners seeking advancement within leading firms.

A Structural Shift Rather Than a Cyclical Trend

Many market participants now view the growth of secondaries as structural rather than cyclical. Low distributions, longer holding periods and increasing investor acceptance of continuation funds are likely to remain features of the private capital landscape for years to come.

The continued expansion of secondaries into infrastructure, credit and other alternative asset classes further strengthens the long-term outlook. These developments suggest that secondaries will remain a core component of private capital markets rather than a temporary response to current market conditions.

The rise of secondaries represents one of the most significant developments in private capital over the past decade. The emergence of a dedicated Chambers ranking category, record transaction volumes and increasing law firm investment all point to the same conclusion: secondaries has become a distinct and strategically important legal specialism.

For the London legal market, the implications are profound. Firms capable of combining funds, corporate, finance, tax and regulatory expertise into integrated private capital platforms are likely to be best positioned to capitalise on future growth.

As activity continues to expand through 2026, 2027 and beyond, secondaries is expected to remain one of the defining growth areas within private capital law, shaping recruitment priorities, team structures and competitive positioning across the City.

Reach Out to Rutherford for Our Legal Recruitment Solutions

At Rutherford, we continue to work closely with leading UK and international firms on employment law opportunities across London and other key legal markets. If you would like to discuss current hiring trends or opportunities within the employment space, our team would be happy to have a confidential conversation.


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About the Author
Lucinda is a Senior Consultant within Rutherford’s Private Practice team, specialising in connecting outstanding legal talent with leading law firms. She brings a consultative and discreet approach, supporting individuals in achieving their career ambitions while helping clients meet their strategic objectives.