In the secondary market, selecting the right legal advisers is not a formality - it is one of the most consequential decisions a transacting party will make. Secondary transactions are inherently complex, frequently cross-border and almost always time-sensitive, demanding specialist expertise that goes beyond that of a generalist or pensions specialist counsel. The choice of legal adviser directly affects the speed, cost and certainty of execution, making it a critical factor in protecting value for buyers and sellers alike.

Most UK pension plans will explore the secondary market only once in their lifecycle, often ahead of a risk transfer, portfolio restructuring or an alternative endgame. These transactions move quickly, and delays at any stage can erode value or jeopardise a closing altogether. Engaging advisers with proven, dedicated secondaries expertise, rather than defaulting to existing non-specialised relationships, is the most effective way to ensure timescales are met, risks are managed proactively so that friction is minimised throughout the process.

Three Pillars of an Effective Secondaries Legal Adviser

When evaluating legal advisers for a secondary transaction, the following criteria should guide a transacting party’s selection.

1. Integrated Specialist Expertise. Secondaries demand a multidisciplinary approach rather than siloed advice from disparate teams. An effective legal adviser will field a fully integrated team combining:
   - UK and US tax and regulatory expertise, ensuring compliance is addressed from the outset rather than becoming a late-stage obstacle.
   - Dedicated secondaries transactional expertise within investment funds, ensuring transaction parties move at pace and anticipate structuring issues before they arise.
   
   

2. Deep, Current Market Experience. There is no substitute for current, hands-on market experience. Regular involvement in live transactions sharpens judgement and materially improves efficiency. Advisers who act for both buyers and sellers on secondary transactions develop a more complete, practitioner-level understanding of deal dynamics, documentation and market terms, strengthening their ability to identify market-standard positions and navigate deal-specific nuances. This avoids the costly learning curves that can delay execution and inflate fees.
   
   

3. Active Project Management and Execution. Delivering sound legal advice is only part of the equation. Effective advisers will actively project-manage the transaction to keep the process on track and within budget, including by:
   - Coordinating stakeholders, from fund managers and transfer agents to counterparty counsel, to ensure seamless communication and avoid bottlenecks.
   - Anticipating potential issues before they create delays or additional cost, drawing on pattern recognition from prior transactions.
   - Driving timelines to completion in what can otherwise become a fragmented and protracted exercise, protecting deal momentum and closing certainty.
   - Developing and maintaining standardised documentation for recurring transaction types, materially reducing the time and cost associated with each new deal.

Balancing Value and Cost: Why Willkie?

The cost of legal counsel is best assessed in the context of the value it delivers. Willkie Farr & Gallagher LLP’s deep, current market expertise, built through sustained involvement across both buyer and seller side LP-led secondary transactions ensures that transactions are efficiently executed, risks are properly mitigated and client interests are robustly protected. Willkie’s services in respect of MeltX originated transactions are offered against a clear, straightforward and competitive fixed fee schedule, reflecting the firm’s commitment to delivering specialist capability at a cost that represents genuine value.

About Willkie’s Secondaries Practice

Willkie’s global Secondaries and Liquidity Solutions team advises on a wide range of transactions within the secondaries market. This interdisciplinary team of Private Funds, Tax, Corporate & Financial Services, Regulatory & Enforcement, and Finance attorneys collectively draws on the strengths of Willkie’s international platform to provide innovative liquidity solutions advice to clients across various strategies, structures and geographies. We have extensive experience advising on bespoke liquidity and capital solutions, bringing together an experienced team of attorneys to advise GPs, buyers, sellers and other stakeholders.

About the Authors

Lauren Dunford
General Counsel, MeltX

Lauren is a graduate of the University of Cambridge with a Master’s degree in Law and is admitted as a solicitor in England & Wales. She has more than 18 years of experience as a qualified lawyer focusing on investment management and secondaries.

Her background includes several international law firms (including specialist secondaries teams) and leading in-house legal teams for both GPs and LPs. Notably, Lauren was the Head of Legal at the Tesco PLC Pension Scheme when they successfully conducted one of the largest LP-led secondaries transactions in the UK, giving her first-hand experience of how the process works for major institutional investors.

Contact: lauren.dunford@meltx.uk

Charles Hadley
Partner, Willkie Farr & Gallagher LLP

Charles is a partner in Willkie’s Asset Management Department in London. He regularly advises on secondary market transactions in respect of private investment fund interests. Charles has experience advising buyers, sellers and fund managers on the full spectrum of secondaries transactions, including LP-led secondary transfers, GP-led secondaries, continuation fund vehicles and related fund restructurings.

Contact: chadley@willkie.com