UpSpring | September 2026 | Written by Brandon Tena Solis, Drew Tulchin, Katrina Dutt & Miguel Tym
Impact diligence tends to stop when ownership changes hands. It should not.
Impact investors spend years defining what impact means for a company, measuring it, and defending it. Then, when they sell their stake, few keep an eye on who is buying.
The Operating Principles for Impact Management, a framework whose signatories report annually on how they manage impact, reviewed 166 disclosure statements on investment transactions. The report found 20% of the deals assessed or engaged a prospective buyer to confirm that buyer is aligned with the company’s impact goals. The Principles rank that as a nascent practice, meaning fewer than a quarter of signatories do it at all.
Sixty-six percent of signatories describe how they weigh whether an exit’s timing, structure or process will affect a company’s impact after the sale, and 52% say that work starts before they invest. The intent is widespread. It thins out at the one moment when the company changes hands.
Why this is getting more prevalent
A company’s acquisition or sale opens a conversation. The buyers are met, the owners get to know them, and there is a negotiation. A secondary market sale involves far less connection with the company, and no requirement to screen the new investors.
One investor sells a stake to another, no new money enters the company, and the share registry updates. Often there is no PR; nothing is announced.
In private venture growth markets, investor holding periods have been increasing by years and there have been fewer exits. High profile IPOs notwithstanding, private equity liquidity is ‘backed up’.
Secondary sales are an attractive alternative. Campbell Lutyens put volume in this sector at $120 billion for first-half 2026, and $225 billion in 2025, with single-asset continuation vehicles making up 62% of GP-led volume. Every secondary sale resets who owns the company and may alter its board, bringing in stakeholders with different views on when to realize a return. Most people at the company aren’t involved.
Not every buyer carries a mission forward
Buyers are not interchangeable. A generalist secondaries fund is buying a cash flow profile and a duration, with no particular reason to carry an impact thesis forward and no obligation to. A strategic acquirer may preserve the mission where it serves the business and drop it where it does not. A mission-aligned buyer is the only category for which impact continuity is part of the purchase.
Most of that buying is done by broad based funds: large, diversified vehicles acquiring portfolios at scale for pensions, endowments and sovereign investors.
The category of impact focused secondary market funds is small but growing. Blue Earth Capital closed the first tranche of its fund dedicated to buying impact fund positions and impact companies from other investors at the start of 2026, then announced a second close above $200 million in July.
Blue Earth had BlueMark, an independent verifier of impact management practice, assess the strategy and received a Platinum rating through its Fund ID process. That third-party verification establishes the fund as an “impact-aligned buyer”, rather than a buyer of a mission driven company just making the claim about itself.
Make buyer alignment part of impact management
Keeping impact companies on mission is not a gap that more skilled diligence closes. It is about focusing on the ‘end at the beginning’. Buyers’ mission alignment could be written into how impact companies are managed, as a standing discipline, rather than improvised during a sale process. Stewardship, as currently practiced, tends to stop at the sale.
The Principles’ signatory spotlights show what that discipline looks like. British International Investment documents buyer-alignment considerations in a formal exit paper that goes to committee. LeapFrog Investments runs a responsible exit checklist covering the exit process, readiness and buyer selection. Omnivore assesses a buyer’s impact alignment and track record as one of three exit criteria. These are processes, not instincts.
What can be done earlier
Once a sale process is underway, the seller’s leverage decreases. Provisions that increase a seller’s say are put in place years earlier. The disclosures show how rare they are:
13% of signatories address sustained impact at exit through origination documents, covenants or side letters, concentrated among private debt and loan investors.
11% maintain a process for early exit if a company drifts from its impact criteria.
5% include clauses in the sale agreement itself supporting sustained impact.
27% prepare an exit review checklist or memo covering timing, structure and choice of buyer. 14% put that review to a committee.
None of this requires a new instrument. Ordinary terms in most transactions include consent rights, transfer restrictions, change-of-control triggers and board governance rights. What impact companies can add is the habit of using them to protect the mission, and the willingness to spend negotiating capital on that at the term sheet instead of at the exit.
Ben & Jerry’s shows why drafting matters as much as intent. Unilever’s 2000 merger agreement created an independent board to safeguard the social mission, a rare case of that 5% in a real deal, and it held for two decades. In August 2026 Judge P. Kevin Castel dismissed seven of the board’s ten claims, holding the agreement gave those directors no right to sue on the company’s behalf. Ownership had already moved on to Magnum, spun out of Unilever in 2025. A mission clause is only as strong as the enforcement rights drafted alongside it.
A discipline worth building
Impact investors built a diligence practice at entry because intent alone was not enough to trust. The same argument applies at the other end. A buyer-alignment standard would extend stewardship through the transfer itself: a documented process for assessing a buyer, a maintained list of credible buyers, and a recorded answer to who assessed this one, even when the answer is no one.
Impact does not end when a check clears. Whether it survives the transfer is a question the field can start asking long before the transfer happens.
DISCLOSURE
Drew Tulchin is affiliated with New Mexico Angels and Investors Circle. None of the authors hold a financial interest in Blue Earth Capital or any other firm named in this article.
SOURCE NOTE
Practice-adoption percentages come from the Operating Principles for Impact Management’s Principle 7 resource, based on 166 signatory disclosure statements reviewed in early to mid-2024. Those percentages reflect what signatories disclosed, not audited behavior. Volume and transaction-mix figures come from Campbell Lutyens’ 1H 2026 Secondary Market Flash Report, based on responses from more than 120 active market participants. Blue Earth Capital details come from the firm’s own announcements of 15 January 2026 and 30 July 2026. Every figure was verified by the authors against the primary sources below.
SOURCES
Operating Principles for Impact Management, “Principle 7: Impact at Exit,” Common and Emerging Practices. impactprinciples.org
Campbell Lutyens, “1H 2026 Secondary Market Flash Report.” campbell-lutyens.com
Blue Earth Capital, “announces first close of its dedicated impact secondaries offering,” 15 January 2026, and “holds a significant second close of its impact secondaries strategy,” 30 July 2026. blueearth.capital
Reuters, “Judge narrows Ben & Jerry’s lawsuit accusing Unilever of silencing social activism,” 21 August 2026, reporting Judge P. Kevin Castel’s ruling in the Southern District of New York. reuters.com
