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Venture Legal

Cornerstone LPA 2.0 agreement specifies that the fund can be dissolved, liquidated, and terminated by the election of the general partner. What are the typical cases making GP to make such a decision? Isn't it too risky for LP leaving it possible to have the fund terminated for any reason by the GP?

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Community Member
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Nov 28, 2023
I wonder what are the provisions in the Cornerstone LPA 2.0 that will protect the LP from unjustified termination, such as LP approval of termination and what is the best industry practice to protect LP rights.
2 answers
Accepted Answer
Nov 28, 2023
For the General Partner to unilaterally decide to wind up a fund is an edge-case - there aren't "typical" types of cases to speak of here. However as one example, a pending SEC investigation (which could implicate the General Partner) could be one of the causes for a General Partner to make such a decision. 

While it's an edge-case, should a General Partner choose to go this route, they would be obligated to liquidate the Fund's assets and distribute the the proceeds to Limited Partners (see Cornerstone 6.3) - so it generally isn't considered "too risky" for the asset class. 

It is not industry standard for LPs to need to approve of such a decision by the General Partner - however per the Cornerstone a majority of the LPs can also put the Fund into limited operations mode. 
Community Member
Nov 28, 2023
Thank you so much, Haw! Your answer provides a lot of insight and helps to better understand the LPA. Thank you.
My pleasure!
Nov 28, 2023 11:53pm
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