In turbulent markets, LPs need liquidity. When you're seeking a secondary sale, the last thing you want to hear is that your transfer rights are more illusion than reality. Don’t stop reading when you see that consent won’t be "unreasonably withheld," because unfortunately, it’s rarely that simple.
In our analysis of transfer provisions, we show how LPAs that appear LP-friendly can still be tightly gated by embedded legal constraints including expansive requirements, certifications, costly legal opinions, and GP control over substitution mechanics. The result is that "not unreasonably withheld" functions as de facto GP sole discretion.