How to Structure a Data Room for a Continuation Vehicle (2026 Guide)

TL;DR: GP-led secondaries hit $115 billion in 2025, with continuation vehicles accounting for 89% of that volume (Jefferies, January 2026). Every CV involves multiple stakeholder groups — rolling LPs, cashing-out LPs, secondary buyers, the LPAC — each needing different document access, different timelines, and documented proof of fair process. This guide covers exactly how to structure the data room: folder templates by phase, a stakeholder access matrix, the ILPA parity-of-information checklist, and the specific mistakes that triggered a Delaware Chancery lawsuit. Peony ($40/user/month) handles multi-tier CV data rooms with personalized access links, page-level analytics, NDA gating, and AI-powered organization — setup in under 5 minutes. Start with a free trial.

Last updated: March 2026

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Why CVs need a different data room than standard M&A

I run Peony, a data room company built for private equity. About a third of our PE customers now use us for continuation vehicle processes — and the first thing every one of them tells me is that their old data room setup didn't work.

Here is why. A standard M&A data room has two sides: buyer and seller. One permission boundary. Simple.

A CV data room has at least six stakeholder groups, each with different information rights, different access timelines, and different regulatory expectations:

ILPA's 2023 guidance says all existing LPs should have "parity of information with the new investors and the LPAC." That single sentence creates the entire data room challenge: you must prove — with timestamps and audit trails — that every LP had the same access to the same information as the secondary buyer who spent months doing diligence.

No generic M&A data room was built for this. Most GPs I talk to ended up stitching together email threads, shared drives, and a legacy VDR — then panicking when their counsel asked for an access log three months after closing.

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CV data room folder structure (by transaction phase)

After working with GP teams running CVs ranging from single-asset deals to multi-asset portfolio restructurings, I've found that organizing by transaction phase — not by document type — is the structure that actually works. Here is the template.

Phase 1: LPAC Engagement (Weeks 1–8)

The LPAC sees materials first. ILPA recommends engaging them before the GP even hires a transaction advisor.

1. LPAC Materials/
├── 1.1 Conflict Disclosure & Waiver Request
├── 1.2 Transaction Rationale & Strategic Overview
├── 1.3 Advisor Engagement Terms (placement agent, legal, valuation)
├── 1.4 Preliminary Valuation & Methodology
├── 1.5 Process Timeline & Key Milestones
├── 1.6 LPAC Meeting Minutes (ongoing)
├── 1.7 LPAC Independent Advisor Materials (if engaged)
└── 1.8 Draft Acquisition Agreement (10+ business days before finalization)

Access: LPAC members only. NDA-gated. The LPAC should have the right to engage its own independent legal advisor, paid as a fund expense.

Peony tip: Use personalized access links for each LPAC member. Page-level analytics show who has reviewed the conflict disclosure and who has not — critical before scheduling the waiver vote.

Phase 2: Secondary Buyer Diligence (Weeks 6–16)

The placement agent runs a competitive auction. Secondary buyers — firms like Ardian, Blackstone Strategic Partners, HarbourVest, or Lexington Partners — conduct deep, asset-level diligence that looks more like an M&A process than a traditional fund secondary.

2. Secondary Buyer Diligence/
├── 2.1 Confidential Information Memorandum (CIM)
├── 2.2 Financial Statements (3-5 years audited)
├── 2.3 Management Presentations & Projections
├── 2.4 Financial Model & Assumptions
├── 2.5 Revenue & Customer Analysis (concentration, churn, pipeline)
├── 2.6 Material Contracts & Key Agreements
├── 2.7 Cap Table & Dilution Scenarios
├── 2.8 IP & Technology Documentation
├── 2.9 Litigation & Regulatory Profile
├── 2.10 Insurance Policies
├── 2.11 HR (org chart, key employee agreements, retention plans)
├── 2.12 Tax Returns & Structure
├── 2.13 GP Track Record Data (fund-level IRR, DPI, TVPI)
├── 2.14 Exit Analysis & Comparable Transactions
├── 2.15 Original Fund LPA & Side Letters
└── 2.16 Draft Continuation Fund Term Sheet

Access: Bidding secondary buyers only — each in an isolated track so competing buyers never see each other's activity or questions. The placement agent and GP deal team have full visibility.

Peony tip: Dynamic watermarks stamp every page with the viewer's identity. If a document leaks during the auction, you know exactly who shared it. Screenshot protection adds a second layer.

Phase 3: LP Election Materials (Weeks 14–22)

This is where ILPA's parity of information requirement kicks in. All existing LPs must receive data room access — not just an email with PDFs attached.

3. LP Election Materials/
├── 3.1 ILPA Continuation Fund Disclosure Template (Jan 2026 format)
│   ├── Section A: Asset Information & Valuation
│   ├── Section B: Transaction Process & Timeline
│   ├── Section C: Continuation Fund Return Profile
│   └── Section D: Terms of the Continuation Fund
├── 3.2 Fairness Opinion (from independent advisor)
├── 3.3 Fee & Carry Comparison (original fund vs CV)
├── 3.4 Go-Forward Business Plan
├── 3.5 Status Quo Terms Summary (for LPs electing to roll on original economics)
├── 3.6 Election Form & Instructions
├── 3.7 Election Timeline & Key Dates
├── 3.8 Conflict Disclosure Summary
├── 3.9 LPAC Consent Documentation
├── 3.10 Q&A Log (structured, with GP responses)
└── 3.11 Transaction Advisor Contact Information

Access: All existing LPs — with the same documents that secondary buyers received during their diligence. ILPA states this should happen "at the earliest opportunity as determined by the LPAC and the GP." The election window should be at least 30 calendar days or 20 business days.

The 30-day clock starts when LPs receive complete information — not when the first email goes out. In practice, information arrives piecemeal, which compresses the effective review window. This was one of the central allegations in the Delaware Chancery litigation.

Peony tip: Page-level analytics create a timestamped record of when each LP first accessed the data room and how long they spent reviewing each section. This is your evidence that adequate review time was provided. AI-powered Q&A handles LP questions through a structured submit-draft-review-approve workflow instead of email chains.

Phase 4: Closing Documents (Weeks 20–28+)

4. Closing/
├── 4.1 Subscription Agreements (new investors)
├── 4.2 Transfer Documents (LP interest transfers)
├── 4.3 Side Letter Confirmations (rolling LPs)
├── 4.4 Final Carry Crystallization Calculations
├── 4.5 Distribution Schedules (cashing-out LPs)
├── 4.6 New CV Organizational Documents (LPA, side letters)
├── 4.7 Banking & Compliance Setup Confirmation
├── 4.8 Final Audit Trail Export
└── 4.9 Post-Closing Reporting Framework

Access: Tiered by role. E-signatures keep subscription docs, transfer agreements, and side letters flowing without leaving the data room.

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Stakeholder access matrix: who sees what and when

This is the table I wish someone had given me before our first CV customer walked in. Print it out and hand it to your fund administrator.

The key insight: Secondary buyers and existing LPs should ultimately see the same information about the asset — but the timing is different. Secondary buyers get months of diligence access. LPs get 30 days. ILPA's parity principle means the documents must be the same, even if the access window is not.

In Peony's private equity data room, you set this up once with permission groups and personalized links. Each stakeholder tier gets a link that shows exactly the folders they are entitled to — no more, no less. The audit trail logs every access event automatically.

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ILPA parity of information checklist

ILPA's 2023 guidance and 2026 Disclosure Template create a practical checklist for CV data room compliance. None of this is legally binding — ILPA uses "should" language throughout — but it has become the de facto industry standard. No jurisdiction currently has CV-specific disclosure rules; ILPA is the closest thing to regulation.

Use this as a go/no-go before opening your LP election window:

• Data room access granted to all existing LPs — not just LPAC members or large LPs
• Parity of information with secondary buyers — LPs should see the same asset-level documents the winning bidder reviewed during diligence
• ILPA Disclosure Template completed (January 2026 format) — asset info, transaction process, return profile, CV terms
• Fairness opinion from an independent advisor — not the GP's own advisor; this is market best practice, not a legal requirement (the SEC rules mandating fairness opinions were vacated by the Fifth Circuit in June 2024)
• LPAC conflict waiver obtained — the LPAC must review and vote on all conflicts, even those pre-cleared in the LPA
• Acquisition agreement provided to LPAC at least 10 business days before finalization
• 30-day / 20-business-day election window — measured from when LPs receive complete (not piecemeal) information
• Status quo option offered — rolling LPs should be "no worse off" than if the transaction had not occurred (only 22% of CVs offered a true status quo in 2024)
• Default election is cash-out — LPs who do not actively elect should receive sale proceeds, not be locked into the CV
• Audit trail exportable — timestamped log of who accessed what and when, demonstrating the GP satisfied its information parity obligations

Peony handles items 1, 2, 6, 7, 9, and 10 automatically through permission groups, NDA gating, page-level analytics, and exportable access logs. The remaining items require GP decision-making and legal counsel — the data room is the infrastructure, not the substance.

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The $115 billion mistake: what goes wrong

In November 2025, Abu Dhabi Investment Council (ADIC) sued Energy and Minerals Group over the Ascent Resources continuation vehicle in Delaware Chancery Court. The case became the PE industry's cautionary tale for how not to run a CV process.

What went wrong:

1. 7-day LPAC notice. LPAC members received materials on October 23 and were asked to meet on October 30. ILPA recommends the acquisition agreement be provided at least 10 business days before finalization.

2. Piecemeal disclosure. Information arrived in fragments rather than a structured data room. LPs could not evaluate the complete picture within the election window.

3. Information asymmetry. Materials provided to prospective CV investors contained different financial models and valuation assessments than the materials provided to existing LPs. This directly violated ILPA's parity of information principle.

4. Blocked in camera session. When LPAC members requested a private session to discuss concerns without the GP present, the request was denied.

5. Individual solicitation after LPAC pushback. After the LPAC raised objections, the sponsor allegedly solicited individual LP approvals without additional group meetings.

What a proper data room would have prevented: Items 2 and 3. A data room with permission groups, timestamped access logs, and structured document delivery would have ensured all parties received the same information — and the audit trail would have proved it.

Items 1, 4, and 5 are governance failures that no technology can fix. But a data room that documents who received what and when gives the GP's counsel defensible evidence if the process is challenged.

The broader pattern: The SEC fined American Infrastructure Funds $1.6 million in September 2023 for transferring assets to a new fund without LP consent, exit options, or conflict disclosure. The three core requirements demonstrated by enforcement: (1) LP consent, (2) a genuine exit option, and (3) full conflict disclosure. A properly structured CV data room addresses all three.

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Timeline: decision to close in 4–6 months

The dual workstream is the single biggest operational challenge in running a CV. While the placement agent runs the auction and legal drafts the new LPA, the CFO's team simultaneously manages the legacy fund wind-down and the new entity stand-up. One GP described this to me as "a three-dimensional game of Tetris."

Why speed matters at setup: The GP's operations team is already overwhelmed with dual-ledger accounting (two general ledgers running in parallel), non-pro-rata allocations across three investor classes, and carry crystallization calculations. They do not have two weeks to spend on data room onboarding.

Peony's continuation vehicle data room sets up in under 5 minutes. Upload documents, AI organizes them into the folder structure above, set permission groups for each stakeholder tier, and share NDA-gated links. The GP's team spends their time on the deal, not the data room.

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How Peony handles CV data rooms

I built Peony for exactly this kind of complexity — multiple stakeholder groups, different access levels, tight timelines, and the need for an audit trail that holds up under scrutiny.

Here is what the CV workflow looks like in practice:

1. Create the room in under 5 minutes. Upload your LPAC materials, CIM, financials, and election documents. AI-powered organization sorts them into the four-phase folder structure. No manual folder creation, no week-long onboarding.

2. Set permission groups for each stakeholder tier. LPAC sees Phase 1. Secondary buyers see Phase 2 (each in isolated tracks). LPs see Phase 3. Legal sees everything. Granular permissions at the folder and document level.

3. Share personalized, NDA-gated links. Each LP, each secondary buyer, and each LPAC member gets a unique link with NDA gating. They sign before viewing. The NDA is logged and timestamped.

4. Track engagement with page-level analytics. Page-level analytics show exactly which pages each stakeholder reviewed, how long they spent, and what they skipped. Know which LPAC member has not reviewed the conflict disclosure. Know which secondary buyer is focused on the financial model versus the legal profile. Know which LP has not opened the election materials with 5 days left in the window.

5. Run Q&A through a structured workflow. Secondary buyers and LPs submit questions through Smart Q&A. Peony AI drafts responses based on documents in the room. Your team reviews and approves before answers are published. No email chains. Full audit trail.

6. Sign closing documents without leaving the room. Built-in e-signatures for subscription agreements, transfer documents, and side letter confirmations. Everything stays in one platform.

7. Export the audit trail. When counsel asks for proof of fair process — who had access to what, when they first accessed it, how long they spent — the audit trail is exportable with one click. Timestamped, immutable, admissible.

Pricing: $40/user/month (Business plan). No per-page fees. No per-deal fees. No storage caps. A 5-person GP team pays $2,400/year — versus $25,000+ per deal on Datasite or Intralinks. Start your free trial.

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By the Numbers: CV data rooms in 2026

• $115 billion — GP-led secondary transaction volume in 2025, a 53% increase year-over-year (Jefferies, January 2026)
• 89% — share of GP-led volume flowing through continuation vehicles, up from 84% in 2024 (Jefferies, January 2026)
• 14% — CVs as a percentage of all PE exits in 2025, a new record (Jefferies, January 2026)
• $240 billion — total secondary market volume in 2025 (Jefferies); $233 billion per Lazard's count
• 22% — percentage of CVs that offered a true status quo option for rolling LPs in 2024 (CAIA, February 2026)
• 83% — average percentage of incumbent LPs who cash out rather than roll (Jefferies, January 2025)
• 30 days — ILPA-recommended minimum LP election period (ILPA, 2023)
• $1.6 million — SEC fine against American Infrastructure Funds for CV process violations (SEC, September 2023)
• $40/user/month — Peony Business plan with all CV features included, versus $25,000+ per deal on legacy VDRs
• Under 5 minutes — Peony CV data room setup time versus 1–4 weeks on legacy platforms

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Bottom Line

If you are a GP running a continuation vehicle:

• Structure the room by transaction phase (LPAC, auction, election, closing) — not by document type. Each phase has different stakeholders with different access rights.
• Use the stakeholder access matrix to set permissions before you invite anyone. Secondary buyers and LPs should see the same asset-level information, but at different times and through different access tracks.
• Follow the ILPA checklist — data room access for all LPs, parity of information, 30-day election window, fairness opinion, LPAC conflict waiver, status quo option, default to cash-out.
• Export your audit trail before and after closing. If the process is challenged, the data room log is your primary evidence of fair process.

The CV market is $115 billion and growing 53% year-over-year. The operational complexity is real — dual workstreams, multiple investor classes, ILPA compliance, compressed timelines. The data room is the one piece of infrastructure that ties the entire process together.

Start your free Peony trial → Multi-tier CV data rooms at $40/user/month. AI-powered organization, page-level analytics, NDA gating, e-signatures, and exportable audit trails — all included. Setup takes under 5 minutes.

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Frequently Asked Questions

What is a continuation vehicle and why does it need a data room?

A continuation vehicle (CV) transfers portfolio assets from a maturing PE fund into a new vehicle managed by the same GP, instead of liquidating the fund and selling assets to third parties. CVs accounted for 89% of the $115 billion GP-led secondary market in 2025 (Jefferies, January 2026). A CV needs a dedicated data room because ILPA guidance recommends all existing LPs receive data room access with parity of information to secondary buyers. The data room serves multiple stakeholder groups simultaneously — rolling LPs, cashing-out LPs, secondary buyers, the LPAC, and legal counsel — each with different document access levels. Peony handles this with multi-tier permission groups, personalized access links, and timestamped audit trails at $40/user/month.

What documents should be in a continuation vehicle data room?

A CV data room typically includes four document sets organized by transaction phase: (1) LPAC materials — conflict disclosure, advisor engagement terms, preliminary valuation, process overview; (2) Secondary buyer diligence — audited financials, management presentations, projections, material contracts, IP docs, cap table, GP track record data; (3) LP election materials — fairness opinion, CV term sheet, fee and carry comparison, election form, ILPA Disclosure Template; (4) Closing documents — subscription agreements, transfer docs, side letter confirmations. Peony's AI auto-organizes these into standard folder structures in under 5 minutes, with full-text search and OCR across every document.

How long should LPs have to review continuation vehicle materials?

ILPA recommends a minimum of 30 calendar days or 20 business days from when LPs receive complete information to when they must submit their roll, sell, or status quo election. The acquisition agreement should be provided to the LPAC at least 10 business days before finalization. In practice, timelines are frequently compressed because information arrives late or piecemeal — a problem the Delaware Chancery litigation (ADIC v. EMG, November 2025) exposed, where LPAC members received only 7 days notice. Peony's page-level analytics show exactly when each LP first accessed the data room and how much time they spent reviewing, creating a timestamped record that demonstrates adequate review opportunity was provided.

What are the LP election options in a continuation vehicle?

LPs have three primary options: (1) Cash out — receive pro-rata sale proceeds at the negotiated price; this is the default for LPs who do not make an active election. (2) Roll — reinvest into the new CV, potentially on new economic terms (higher fees, carry crystallization). (3) Status quo — roll into the CV on the same economic terms as the original fund, with no carry crystallization. ILPA guidance states rolling LPs should be no worse off than if the transaction had not occurred. However, only 22% of CVs in 2024 offered a true status quo option (CAIA, February 2026). Peony manages the election process with personalized links per LP, NDA-gated access to election materials, and page-level analytics tracking engagement.

What does ILPA say about data room access for continuation vehicles?

ILPA's 2023 guidance states that data room access should be provided to all LPs at the earliest opportunity as determined by the LPAC and the GP. All existing LPs should have parity of information with the new investors and the LPAC, while respecting commercially sensitive information. This is best-practice guidance, not a binding regulation — no jurisdiction currently has CV-specific disclosure rules. ILPA also released a standardized Continuation Fund Disclosure Template in January 2026 covering asset information, transaction process, return profile, and CV terms. Peony enforces parity of information with permission groups and timestamped audit trails that document who had access to what and when.

How do you manage conflicts of interest in a CV data room?

The GP sits on both sides of a CV transaction — selling from the legacy fund and buying into the new vehicle — creating the highest-scrutiny conflict position in PE. ILPA recommends bringing all conflicts to the LPAC even if pre-cleared in the LPA, and the LPAC should vote to waive conflicts before terms are presented to LPs for election. The SEC fined American Infrastructure Funds $1.6 million in 2023 for transferring assets without LP consent or conflict disclosure. Peony creates an immutable audit trail of every document view, Q&A exchange, and permission change — exportable evidence that the process was fair, transparent, and compliant with ILPA standards.

What is the difference between a CV data room and a standard M&A data room?

A standard M&A data room serves two parties (buyer and seller) with a single permission boundary. A CV data room serves multiple stakeholder groups simultaneously — rolling LPs, cashing-out LPs, secondary buyers, the LPAC, legal counsel, and the fund administrator — each requiring different document access at different points in the transaction timeline. The CV data room also must satisfy ILPA parity of information requirements, which have no equivalent in standard M&A. Peony handles this complexity with multi-tier permission groups, staged document disclosure, and per-stakeholder analytics — all at $40/user/month versus the $25,000+ per-deal pricing of legacy VDRs like Datasite and Intralinks.

How long does it take to set up a CV data room?

Legacy VDR setup for a CV takes 1 to 4 weeks including sales calls, onboarding, manual folder creation, and admin training — time most GP CFOs do not have when running parallel workstreams. Peony sets up a deal-ready CV data room in under 5 minutes. Upload your LPAC materials, fairness opinion, CIM, and election documents — AI auto-organizes them into the standard CV folder structure, sets default permission groups for each stakeholder tier, and generates personalized access links with NDA gating. Start with a free trial at peony.ink.

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