ファンドは、法的に設立されたという事実だけで適切にガバナンスされるわけではありません。ガバナンスとは、意思決定の方法、権限委譲のあり方、その記録の残し方、そして継続的な見直しの仕組みによって初めて機能します。この点は特にクロスボーダーのファンドにおいて重要です。法的な組成が決定的なステップと捉えられ、ガバナンスは後から整備できるものと考えられがちですが、実務においてはむしろ逆です。法的な器は比較的短期間で整えることができますが、信頼できるガバナンス体制の構築には、意図的な設計と継続的な運用が不可欠です。

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法的な組成は出発点に過ぎない

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複数の法域にまたがってファンドを設立する際、多くのマネージャーは定款や契約書、規制上の位置付け、税務構造といった点に重点を置きます。これらはいずれも不可欠です。しかし、それだけではガバナンスが実際に機能するとは限りません。ガバナンスは法人そのものに内在するものではなく、意思決定の質とその一貫性によって支えられるものです。

この点は、法的な存在と適切なガバナンスが同一視されがちな理由でもあります。しかし実際には、形式的には適切に設立され運営されているように見えるファンドであっても、長期的な監督を支えるプロセスが十分に整備されていない場合があります。

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ファンドは一般的な企業とは異なる

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ファンドの運営実態を考えると、この問題はさらに複雑になります。一般的な企業とは異なり、ファンドは通常、自ら従業員を雇用しません。その代わりに、ほぼすべての主要機能を外部に委託します。投資判断はGPの取締役会、投資委員会、あるいは外部の運用会社に委ねられることがあります。アドミニストレーション、評価、レポーティングは外部のサービスプロバイダーが担い、カストディは銀行やデポジタリーが担当します。コンプライアンスの一部についても外部の支援に依存する場合があります。

このように構造が分散していることは、ガバナンスの負担を軽減するものではありません。むしろ、その重要性を高める要因となります。

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権限委譲はガバナンスの重要性を高める

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権限委譲は責任の軽減ではなく、その再構成です。統治機関は、委譲が適切であること、委託先が期待どおりに機能していること、そして利益相反が適切に管理されていることを示す必要があります。また、意思決定がどのように行われたのか、どのような前提に基づいていたのかを後から検証できる状態にしておくことも求められます。

ガバナンスは、構造そのものではなく、それを支えるプロセスの中に存在します。複数の外部関係者に依存するファンドほど、それらを統合し、説明責任を確保し、監督の履歴を残すための枠組みが不可欠です。

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コーポレートセクレタリーの役割

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こうした文脈において、コーポレートセクレタリーの役割は過小評価されがちです。多くの法域では、この機能は明確に定義された専門職として位置付けられており、資格制度や専門サービスとして提供されている場合もあります。その役割は単なる事務的なサポートにとどまらず、ガバナンスの構造そのものを支える点にあります。

コーポレートセクレタリーは、取締役会の運営を支える中核的な機能として、会議の適切な招集、議題の整理、資料の準備と配布、議事録の正確な作成および保管、法定記録の維持などを担います。また、取締役の変更管理や権限委譲の記録、ガバナンス体制の継続性の確保にも関与します。

これらは単なる手続ではありません。ガバナンスを可視化し、説明可能なものとするための基盤です。

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投資家にとっての記録の重要性

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機関投資家は、単にパフォーマンスを見るだけでなく、意思決定がどのように行われたのか、利益相反がどのように管理されたのか、その判断過程を裏付ける記録が存在するかを重視するようになっています。その意味で、取締役会や投資委員会の議事録、権限委譲の記録は形式的なものではなく、ファンドの信頼性を支える重要な要素です。

この点は、クロスボーダーの文脈において特に重要です。市場によってはプロセスよりも結果が重視されてきた経緯がありますが、他の市場では詳細な記録と形式的なガバナンスが当然とされています。この違いは単なる慣習の違いではなく、投資家の信頼にも影響を与えます。

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Registered Officeとコーポレートセクレタリーの違い

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しばしば混同される機能として、Registered Officeがあります。オフショアのファンドにおいて、Registered Officeは法的住所の提供、法定記録の管理、規制当局との連絡窓口としての役割を担い、法人の法的な存在を支えます。

一方で、コーポレートセクレタリーはガバナンスの運用を支えます。意思決定のプロセスを整備し、その記録を維持し、ガバナンスが一貫して機能するよう管理します。両者は補完的な関係にありますが、役割は明確に異なります。

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ガバナンスの問題は後から顕在化する

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この違いを軽視した場合の影響は、設立時ではなく時間の経過とともに表れます。ガバナンス上の問題は、更新漏れ、不整合な記録、不完全な文書、過去の意思決定を再現できないといった形で徐々に蓄積されます。

投資家からの質問が高度化したり、規制上の確認が強化されたりした際に、これらの問題は初めて顕在化します。その時点での修正は容易ではありません。

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結論

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複数の法域にまたがってファンドを設立・運営するマネージャーにとって重要なのは、法的な組成だけでなく、その後のガバナンス体制に同等の注意を払うことです。権限委譲の明確化、記録の一貫性、そしてプロセスの整合性を維持する機能が不可欠です。

法的な器はファンドに存在を与えます。しかし、そのガバナンスはプロセスと記録、そしてそれを担う人によって初めて成立します。その違いは単純ですが、極めて重要です。

Completing the ACCA alongside client work requires consistency, discipline and the ability to apply learning in a practical environment. At Langham Hall, trainees develop their technical knowledge while gaining real experience through client work, supported by structured learning and guidance from colleagues.

We spoke with Ollie Boleat, now a Senior Fund Accountant in our Jersey office, about his journey from joining Langham Hall as a trainee to becoming fully ACCA qualified, the support that made a difference along the way and the advice he would give to others considering the qualification.

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Q&A

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Can you talk us through your journey at Langham Hall and how that developed alongside your ACCA?

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I joined Langham Hall having just finished my university degree, knowing that I wanted to pursue ACCA but without any clear career plan. I started out as an Assistant Accountant and through Langham Hall’s apprenticeship model I was given the chance to learn, take ownership of my development, and progress at a pace that worked for me. With that support, I’ve since grown into my current role as a Senior Fund Accountant and am now fully qualified after passing all my ACCA exams.

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How has Langham Hall supported your career progression while you were completing the ACCA?

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Langham Hall’s support has been integral to my ACCA journey. The company offers ACCA students support above and beyond the industry standard study programme offering, such as in-person, full time tutoring rather than online classes after work in the evenings. This makes a real difference and has allowed me to fully focus on each exam.

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What advice would you give to someone interested in the ACCA or a career in accounting?

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My advice for anyone considering a career as an ACCA qualified accountant would be to absolutely give it a go. The career offers an excellent balance of tough but rewarding work, and the skills and experience that you will gain are relevant for a wide range of future opportunities.

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Supporting trainees at Langham Hall

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At Langham Hall, trainees build technical knowledge alongside the judgement and confidence that come from early responsibility and exposure to client work. For those studying towards professional qualifications, that means developing sustainable habits, learning from experienced colleagues and growing into more complex roles over time.

Ollie’s experience reflects that progression, from trainee to fully qualified professional, supported by an environment that encourages development at each stage.

Takeaways from the Unigestion Emerging Manager Conference on Tour

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We are continuing to see increased momentum in private equity spinouts and first-time manager launches. That theme came through strongly at Unigestion’s Emerging Manager Conference on Tour in London last week, where discussions reflected a broader shift in how talent, incentives and opportunity are evolving across the market.

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Why spinouts are increasing

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Consolidation in private markets means many of the top GPs of the last cycle have been absorbed into bigger platforms. At the same time, incentives for dealmakers are perhaps not as compelling as they once were. Carry can become more diluted and GP stakes deals can leave strong investors feeling under-rewarded despite often being the ones with the best track records.

Further, as LPs look for specialist strategies, sector-specific teams are increasingly being incubated within larger organisations before spinning out independently.

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Why LPs continue to back emerging managers

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For LPs, the attraction is clear: the data shows that emerging managers outperform established players, in particular those with specialist rather than generalist strategies.

Unigestion’s proprietary research suggests that specialist managers return commitments to investors in just over four years compared with closer to seven years for generalist strategies, with TVPI around 2.14x versus approximately 1.74x respectively.

For LPs who back these managers early, there can also be lasting strategic value through relationships that deepen as firms grow, for example with first rights on future co-investment opportunities and often a near guaranteed LPAC seat. As one speaker put it, “they never forget you.”

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What drives outperformance

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The delta is not the result of multiple arbitrage. “There is no such thing as proprietary deal flow”, according to one GP, and so these spinouts are not simply buying cheap. More often, it comes from deep sector expertise and intensive asset management.

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Building the right platform from day one

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For emerging managers, however, investment capability is only part of the story. The operational and regulatory platform behind the strategy must also withstand LP scrutiny from the outset.

At Langham Hall, we support spinout and start-up managers from inception, helping them build the operational and regulatory platform investors expect as they launch and scale. That includes regulatory hosting, fund administration and direct access to experienced senior practitioners from day one.

As the market continues to evolve, specialist spinouts and first-time managers are likely to remain an important source of opportunity across private equity. For managers preparing to launch, success will depend not only on the quality of the investment thesis, but on the strength of the platform built around it. That is where experienced operational support can make a meaningful difference from the outset.

Why the evidence trail now shapes fundraising confidence

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So much has changed in the last five to six years that valuations have quietly become a test of governance. Many managers raised funds in 2018 and 2019 expecting a different exit environment. Those portfolios are now older, holding periods have stretched beyond original assumptions and the cost of capital has reset the bar for valuation discipline. The temptation is familiar: hold valuations steady, avoid hard conversations and hope exits arrive before the next fundraise.

Good assets will remain good assets. But the valuation challenge in private markets begins with something more basic than methodology: honesty and the willingness to evidence the judgement behind the number.

In the low-rate years, valuation debates often started with the number: did it sit in the right range, could you justify it against the market and would it withstand audit review. Today that comes second. Increasingly, LPs, auditors and transaction counterparties ask a simpler question and a harder one to answer: can you show how you got there?

The structural context is clear across private markets. According to PitchBook's 2026 US Private Equity Outlook, US sponsor portfolios now hold nearly 12,900 PE-backed companies with 30 percent held for seven years or more. Ropes & Gray puts the average US buyout holding period at 6.4 years. The same dynamic is playing out across infrastructure, real estate and credit. Duration creates exposure. As holding periods extend, valuations are less often anchored to a recent transaction price and more often inferred from indirect market evidence: comparables, proxies and the asset’s own performance. The judgement required in that inference must be evidenced and properly approved.

In the US specifically, the conditions are compounding. GP-led continuation vehicles have become structural, not opportunistic, tools for managing liquidity. LP operational due diligence has, in many firms, moved closer to an audit function. In an environment where exit pricing is determined by sophisticated counterparties and independent fairness opinions, tolerance for ambiguity has narrowed.

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"Valuation credibility is no longer a finance issue. It is a governance issue."

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Who actually owns the number?

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Are valuations owned by the CFO or are they recorded from inputs provided by investment teams and third parties? In many firms ownership is shared, with investment professionals building models, selecting comparables and shaping the narrative, while third-party advisers provide valuation support. Yet when scrutiny arrives from LP diligence, auditors, independent committees or GP-led counterparties, it is the CFO who is expected to demonstrate that the valuation process has been disciplined, evidenced and properly governed.

It is a pattern we see repeatedly across mid-market GPs: three or four funds under management, one CFO, one controller. A lean team being asked to cover entity complexity, quarter-end reporting, investor accuracy, evidence packs and the follow-up that now comes as standard. The issue is rarely competence; it is capacity. In private markets, capacity constraints become a governance risk.

McKinsey’s Global Private Markets Report 2026 describes private equity as entering “more technical, demanding terrain”, with portfolio ageing and sustained liquidity pressure raising the bar on operational robustness, including valuation governance. LPs are increasingly assessing that robustness as part of their underwriting and it is becoming more visible in fundraising.

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Where reviews stall and why it matters

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When valuations are challenged, friction rarely starts with the number itself. It begins with the record: whether there is a clear line of sight from the assumptions and inputs to the figure ultimately reported to investors.

Across mid-market platforms, the pressure points are often procedural rather than technical. Assumptions are made, but not always documented at the time. Model versions evolve without a clearly locked reporting record. Supporting materials exist, yet must be assembled when questions arise. The valuation judgement remains with the GP; the scrutiny tests whether the surrounding process is disciplined and consistently evidenced.

The result is rarely disagreement over value; it is delay. When assumptions, approvals and reporting outputs cannot be aligned quickly, review turns into reconstruction, timelines extend and audit queries multiply. In a continuation vehicle or secondary process, that loss of momentum can carry real commercial cost.

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Two structural shifts increasing scrutiny in the US

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The first is the rise of continuation vehicles. These transactions move an asset from an existing fund into a new vehicle led by the GP and they place valuation under a different kind of spotlight. In such processes, valuation is not simply reporting. It becomes price discovery, conflict management and reputational exposure in a single transaction. Recent legal disputes involving continuation vehicle processes have only reinforced how important it is for valuation governance to be demonstrable as well as sound. Material that satisfied the auditor in a standard quarter-end cycle may face scrutiny from independent committees, incoming LP counsel and buyer due diligence teams, often at the same time and under compressed timelines. The operational model needs to be built for that pressure, not retrofitted when it arrives.

The second is sector rotation. Aerospace, defence and cybersecurity strategies are attracting serious institutional capital, but they bring documentation complexity that generic fund administration models were not designed for. Long-cycle contracts, milestone revenue recognition and specialist intellectual property exposure demand a disciplined audit trail from assumptions to outputs. When investor requirements also vary across LPs, jurisdictions and disclosure sensitivities, the demands on the reporting infrastructure multiply.

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What a strong control environment looks like

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The strongest platforms treat valuation governance as part of the firm’s ordinary discipline, not something assembled at quarter end. The objective is clarity: results can be recomputed, evidenced and explained without guesswork or reconstruction, whenever needed.

A strong control environment is rarely complex; it is clear, repeatable and owned. In practice it includes:

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• Defined ownership and escalation, so assumptions have a named author, challenge has a recognised forum and approval is explicit
• A functioning valuation committee, with predictable cadence, consistent materials and a concise record of decisions
• A coherent evidence trail, linking inputs, rationale, approvals and reported figures in a way that can be followed by someone not present in the room
• Disciplined version control, with a locked quarter-end record and an auditable history of material changes
• Recomputable outcomes, so valuation cases and related calculations can be rerun without reliance on individual memory
• Clean reporting alignment, so what is approved reconciles directly to what investors receive
• Use of specialist third parties, including external valuers and transaction advisers, where additional independence and process credibility are required

For CFOs building or reviewing the operating model, the governance questions remain straightforward, even if the answers are not: how assumptions are formed, how they are challenged, who approves them and when the record is fixed. When that discipline is in place, scrutiny becomes a matter of verification rather than rework.

In today’s market, what matters is not simply the valuation conclusion but the quality of the record behind it and the ability to move from inputs to computations to outputs without reconstruction. At Langham Hall, we support that discipline through administration, data and operating infrastructure, including a computable platform for recomputation and version control.

Give to Gain: How mentorship and support help women thrive at work

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International Women’s Day provides an opportunity to reflect on how progress happens in careers and organisations.

Progress is built through everyday actions: mentoring a colleague, encouraging someone to speak up in a meeting or supporting someone to take on new responsibilities.

This year’s theme, Give to Gain, recognises that progress is rarely one directional. When people invest time, support and experience in others, they often strengthen their own leadership skills, build stronger teams and contribute to a more supportive workplace culture.

To mark International Women’s Day, colleagues from across Langham Hall’s global offices share their reflections on what they have given in their careers so far and how those actions can help women thrive.

Below are their reflections:

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Jersey

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“There is no greater pleasure in life than watching a colleague you have coached and mentored step into their own light. It's seeing someone realise they had the key in their pocket all along. Mentoring colleagues is deeply rewarding for me as it's about unlocking an independence, not just building their skills but building their belief. And belief changes everything.” – Nicki Yates, Senior Client Director, Jersey

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United States

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"So far in my career, what I have given most intentionally, is leadership through mentorship, and a commitment to building strong relationships within teams. Given the spotlight on International Women’s Day, it's important for me to share my experience as a mother and bring a personal touch to the firm. This results in a strong team, improves culture and allows us to better serve our clients. Ultimately, I see my career not just as a professional advancement, but to strengthen both the business and the people within it.” – JingJing Li, Manager, US

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London

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"One of the most meaningful things I have been given in my career so far is seeing Rachel, our head of UK fund administration, truly own her authority in a male dominated industry. Seeing a woman lead with such confidence has told me that leadership is not about title, it is about presence. And it has inspired me to believe that I, too, can lead boldly and hopefully continue to empower other women, as I progress in my career.” – Christie Sawyerr, Depositary Associate, London

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Guernsey

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"In my career at Langham Hall, I have many opportunities to help women thrive in the business. One of the key opportunities I have had more recently is being a mentor to multiple staff members. This has included working on their strengths and areas of development to help build their confidence, as well as allow them to grow on their aspirations for the business and the future.” – Emma-Louise Sarre, Associate Director, Guernsey 

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Luxembourg

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“In my career so far, one of the most important things I have given is support and encouragement. I have had to create space for women to speak, to take opportunities, and to believe in their abilities, encourage their ideas, and celebrate their achievements, to help them grow with confidence. When you give support to a woman, you do not only help them, but you create a strong workplace for everyone.” – Sotiria Kampyli, Director, Head of Real Estate, Luxembourg

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As Adeel Rafiq approaches the completion of his IT apprenticeship at Langham Hall, he reflects on what the experience has taught him and how it has shaped his early career.

Joining as an apprentice meant balancing structured study with real responsibility from the outset. For Adeel, that combination has been the defining feature of the experience.

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"My apprenticeship at Langham Hall has been an invaluable experience. It has strengthened my technical skills, taught me accountability, and reinforced the importance of continuous learning, while motivating me to pursue further qualifications.

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From early on, I was trusted with meaningful work for clients. That responsibility helped me develop quickly and take ownership of my work.

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What stands out most is the culture. I have made friends who have become mentors. It is an environment where questions are encouraged, development is prioritised, and hard work is recognised."

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Learning through responsibility

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Adeel describes the transition from learning concepts to applying them in live situations as the moment his confidence accelerated.

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"Being given responsibility early makes a difference. You are not just observing. You are contributing. That builds both competence and confidence."

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That approach reflects Langham Hall’s broader apprenticeship model. While Adeel is completing a formal apprenticeship programme, the philosophy extends across the firm. Learning is structured, hands-on and supported by direct feedback. Development happens through doing.

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Advice for those starting their apprenticeship

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Adeel shares three reflections for anyone beginning their journey:

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Embrace a growth mindset: Stay curious, take on challenges and treat mistakes as opportunities to improve.

Take ownership of your work: Approach every task as a chance to build trust and demonstrate reliability.

Build relationships across teams: Learn from colleagues in different areas of the business to broaden your understanding and perspective.

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As he looks ahead, Adeel is focused on continuing to deepen his technical expertise and taking on increasing responsibility.

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"The apprenticeship has given me a strong foundation. What excites me now is building on that and continuing to develop."

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How changes to revenue and lease accounting under FRS 102 affect MIPs

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As mid-market deal activity continues to evolve, management incentive plans (“MIPs”) remain a critical tool for aligning the interests of asset managers and management teams. From 1 January 2026, amendments to FRS 102 relating to revenue recognition and lease accounting will apply for accounting periods beginning on or after that date. Even where underlying business activity remains unchanged, reported performance may move, with major knock-on effects on MIPs. For boards and sponsors, the key risk is that incentive outcomes shift because accounting presentation has shifted, not because performance has changed.

The revised revenue recognition model introduces more detailed rules around identifying performance obligations and the timing of revenue recognition, which may alter how and when revenue is reported. The lease accounting changes will now bring most leases onto the balance sheet, replacing operating lease expenses by separating depreciation and interest. The practical implication is that revenue trends, EBITDA and balance sheet ratios may move, particularly during transition periods where year on year comparability becomes harder.

These changes will directly impact key financial metrics commonly used in MIPs. As a result, asset managers may need to consider whether existing incentive structures remain appropriate under the revised accounting framework. This is not only about accounting compliance, but also about preserving fairness, intent and defensibility of incentive outcomes.

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Revenue recognition

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FRS 102 now applies a more structured approach to revenue, similar to IFRS 15, whereby revenue is recognised based on when performance obligations are satisfied, not simply when invoices are raised.

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Why this matters for MIPs

• Revenue may be recognised earlier or later than before

• Multi-year contracts may be split across periods

• YOY revenue growth can change purely due to timing changes

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A key change concerning management is that revenue-based bonuses may be impacted by these accounting changes, potentially penalising performance that may otherwise be strong. Equally, the opposite can occur: timing effects can flatter a period without a corresponding change in underlying activity, creating outcomes that are hard to explain or defend.

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Lease accounting

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Most leases now appear on the balance sheet as:

• A right-of-use asset

• A lease liability

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Instead of a single rental expense, companies record:

• Depreciation

• Interest expense

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This is important for MIPs because moving lease costs below the line for EBITDA can boost reported EBITDA, alter the timing of operating and net profits and make the early years of leases appear less profitable.

A key change for asset managers is that EBITDA linked bonuses could seem easier to earn, despite no real operational improvements. Where plans reference below-EBITDA measures, reported profitability may move differently again due to the shift in depreciation and interest.

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Why this matters for MIPs

Bringing leases onto the balance sheet increases:

• Total assets

• Total liabilities

In turn, this can have an effect on company MIPs by impacting return on assets, gearing ratios and capital efficiency measures. It can also change leverage and gearing ratios on paper, which may matter where MIPs include balance sheet-linked hurdles.

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What asset managers may need to consider

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To keep MIPs fair and effective, asset managers should:

• Update targets using post change numbers

• Consider adjusted metrics that strip out accounting driven volatility

• Clearly define how accounting changes are treated in incentive plans

• Use parallel reporting during transition periods where possible

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Fund managers should also consider the investor narrative. If EBITDA appears to improve due to lease accounting, or revenue trends shift due to revised recognition, stakeholders may read that as underlying change when it is accounting presentation. Consistency and clear explanation matter, particularly when performance is being assessed over time.

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What this means in practice

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The priority is to protect the integrity of incentive outcomes. A small amount of work now, modelling what moves and documenting how the MIP should treat the transition, can prevent avoidable debate later.

This is particularly relevant where revenue timing is complex or lease profiles are material, which is often the case in infrastructure and real assets. Given these changes may materially impact reported performance and risk management, careful implementation is essential to avoid unintended consequences, including significant misalignment or demotivation. Langham Hall can help managers and sponsors quantify the impact, support transition reporting and ensure incentive frameworks remain aligned to the underlying commercial story.

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Jack Park joined Langham Hall as part of the September 2025 trainee accountant intake. We caught up with him to hear what surprised him most about the move from studying to working life, how he has found the apprenticeship model in practice and the advice he would give to others starting the ACCA.

At Langham Hall, our trainee programme is built around structured training, early responsibility and learning alongside experienced colleagues. Jack’s reflections capture what that looks like in practice when you are developing quickly, delivering real work and studying at the same time.

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Q&A with Jack

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What has been the biggest adjustment in moving from studying to your graduate role?

University was much more independent. While there was some group work, ultimately you were responsible only for yourself.

Moving into a role at Langham Hall was different. You are part of a team and others rely on you, including your line manager. There is a clear expectation around both the quality and timeliness of your work. That added responsibility was the biggest adjustment, but it also helped me develop quickly and feel accountable from the start.

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How does the apprenticeship model work in practice at Langham Hall?

The apprenticeship model begins with two to three weeks of focused training. During that time, you gain a strong overview of the business and a detailed understanding of what you will be doing day to day, including areas such as bookkeeping.

After that, you move straight into actual work, supported closely by your line manager and team. There is a strong emphasis on learning on the job. In my view, that is the most effective way to develop because you are applying knowledge immediately and building experience alongside your studies. You learn faster because you are doing the work, getting feedback and improving in real time.

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What advice would you give to others starting their ACCA while working full-time?

One of the most helpful things for me was using the people around me. I spoke to my line manager and team members about how they approached the ACCA and what worked for them.

When you start, you do not really know what to do. But everyone around you has been through that process before. Asking questions and seeking advice makes a real difference. The support is there, and being open to it helps you manage both work and study more effectively.

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What excites you most about the next phase of your career at Langham Hall?

What excites me most is the sense of continuous learning. Every day presents an opportunity to improve and develop new skills.

There is real satisfaction in learning something new and then applying it directly to your work. That ongoing progression and steady improvement is what makes the next phase of my career something I am genuinely looking forward to.

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W&I保険は、欧米市場と比較すると日本ではまだ広く活用されているとは言えません。しかし、取引スキームの高度化やクロスボーダー取引の増加に伴い、その役割は徐々に変化しつつあります。

こうした背景のもと、ランガムホールはハウデンと共催で東京にてセミナーを開催し、日本市場におけるW&I保険の実務上の活用とスポンサーにとっての示唆について議論しました。

議論から浮かび上がった主な論点は以下の通りです。

交渉構造の変化

W&I保険の導入は、リスク配分の交渉に変化をもたらします。責任上限やエスクローを巡る長期的な議論よりも、条項の明確化と合理的なリスク整理に焦点が移る傾向があります。

保険料を超えた取引全体の経済性

保険料は追加コストではありますが、交渉長期化や分配遅延、補償期間中の資金の拘束などを含めた取引全体の経済性の観点から評価すべきです。クリーンなエグジットは、LPへの早期資本還元を可能にし、ファンドのライフサイクル終盤における資本効率の改善にも寄与します。

開示とガバナンスの重要性

W&I保険は既知リスクと未知リスクを明確に区別します。適切な開示は不可欠であり、当事者間の透明性とガバナンス水準を高めます。

欧米と比較すると、日本はまだ導入初期段階にあります。しかし、取引の国際化や投資家の期待水準の向上に伴い、リスク移転の仕組みは今後さらに注目を集めると考えられます。

W&I保険は単なる保険商品ではなく、資本管理や投資家信頼にも影響を与えるストラクチャリング手法としての側面を持ち始めています。

ランガムホールは、日本における取引ストラクチャリングおよびファンド運営の動向を引き続き注視してまいります。