hard · Private Equity pe-core

From a fundamental alignment standpoint, what is the most acute conflict of interest that fairness mechanisms (independent valuation, LPAC consent, status-quo default) are specifically designed to address?

1. The GP both prices and stands on both sides of the transaction, so it is incentivized to set a transfer price that suits its own carry crystallization rather than maximize value for selling LPs
2. A second fee layer on the continuation vehicle is a real cost to rolling LPs, but it is a disclosure issue, not the same-party pricing conflict that valuation and LPAC consent police
3. Continuation vehicles are the sanctioned solution to an expiring fund term rather than a breach of it, so extending the hold through the vehicle is the tool's intended purpose, not a covenant violation
4. A deemed-disposition tax timing mismatch for rolling LPs is a real structuring wrinkle to manage, but it is not the core alignment problem that independent valuation and a status-quo default exist to resolve

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