One LP protection clause, take it or leave it: which one do you take
Been comparing the governance sections of five LPAs I've either signed or declined, and the thing that stands out is how rarely LPs get more than one real protection. Sponsors will give you a concession, and they generally give you one. So it's worth deciding in advance which one you'd spend it on.
The candidates, as I see them.
Removal of the GP for cause, with cause defined to include gross negligence and fraud, on a majority of LP interests excluding GP affiliates. Sounds like the strongest right on paper. In practice it requires organizing LPs who have never met, and "for cause" almost never covers the thing that actually goes wrong, which is ordinary bad judgment.
A cap on dilution from capital calls, so a non-participating LP is diluted pro rata rather than at a penalty multiple. This one is narrow and it bites in exactly the scenario where you're most likely to be short of cash.
LP consent required to extend the hold period past a stated date. Illiquidity is the known cost of the strategy, and an open-ended extension turns a five year commitment into something you can't plan around. Getting a vote on year six changes your ability to size the position at all.
LP consent required for a refinance that returns capital, or for any transaction with a GP affiliate. Affiliate property management, affiliate construction, affiliate insurance brokerage. Fees stack there and nobody votes on them.
I don't think there's a right answer, and I've picked differently on different deals depending on the sponsor's balance sheet. Curious where the room lands.
If a sponsor grants you exactly one LP protection, which do you take?
11 votes