Practice area

Co-Investments

Legal review and negotiation support for co-investment opportunities, delivered on the timeline the deal actually requires.

Co-Investment legal support

Every co-investment, reviewed at deal speed

Covenant reviews and negotiates co-investment agreements for institutional investors joining a GP alongside the main fund. A co-investment happens when a deal exceeds a fund's own concentration limits, and the GP brings in a subset of LPs to fill the remaining capital — typically on a compressed timeline, sometimes as short as a few days.

Key terms

Where the risk actually lives

Covenant's review covers the terms that matter most in a co-investment structure:

Drag and tag rights, to confirm the co-investment exits in lockstep with the main fund

Expense allocation, to confirm costs are shared pro rata rather than shifted onto one vehicle

GP conflicts, including cross-trades between a co-investment and other funds in the GP's lineage

Our approach

Built for the timeline, not against it

Covenant applies the same rigor to a co-investment review as a full fund review, with attorneys focused specifically on the issues above. Because co-investment terms are highly deal-specific but structurally repetitive, Covenant maintains a growing record of how these issues have been negotiated across prior deals — informing every new review with what's market and what's worth pushing on.

That combination lets a full review move from same-morning intake to same-day answer, without requiring overnight or premium-rate turnaround from either side.

What's included

A complete co-investment review

Full review of the co-investment agreement and related governing documents

Drag/tag rights, expense allocation, and GP-conflict analysis

Benchmarking against prior co-investment terms Covenant has reviewed

Turnaround built around the deal's actual timeline

Common scenarios

When to bring us in

A GP offers a co-investment allocation on a compressed timeline

A side letter includes co-investment rights that come into play

An investor is evaluating whether to participate in a specific deal alongside the fund

Ready to get started?

Submit an LPA for a free review, or start a conversation with our team.