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Does the Cornerstone LPA need to be amended before use in closing funds in the EU.

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Why can some LPs comment on the LPA and others need to sign as is?

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Can the LPA be amended after signing and if so, which type of situation would call for that?

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How do I gurantee through the agreement that the LP will send the money that they committed to?

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Section 8.3, what obligations does the GP have when granting preferential terms to certain LPs via side letters and how does that impact an LP's ability to negotiate in real time versus later?

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For the Recycled Amount and Section 2.2.6, what conditions must be met before the GP can replenish an LP's Unused Capital Commitment with recycled distributions?

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What conditions, "Removal Conditions", allow LPs to remove the General Partner, and what happens to the GP's carried interest and management fee rights after removal?

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What is the practical difference between a Recycled Amount of 0%, 10%, and 20% for a small fund?

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What triggers Limited Operations Mode, and what does the fund actually stop doing while in it?

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What happens operationally when a Limited Partner (LP) defaults on a capital call, and how common is that in practice for small funds?

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What actually happens operationally when a fund enters "Limited Operations Mode" after a two-thirds LP vote?

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Deal-by-Deal vs. Whole of Fund Distributions

What's the real difference between Deal-by-Deal and Whole-of-Fund distributions? 
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Are LPA vastly different from Fund 1 to Fund 2?

Given the importance of the LPA, are the agreements vastly different between fund 1 and 2?
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What specifically qualifies as a Material Breach, and what can the GP still do once the fund is in that mode?

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In a solo GP fund with a single Key person, what triggers the key person provision, and how does Cornerstone LPA v3 Section 5.2 handle removal on incapacitation?

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Cornerstone LPA v3 Section 3.2 offers a choice between Deal-by-Deal (American) and Whole-of-Fund (European) distribution. For a first-time manager raising a sub-$25M fund, which does Decile recommend defaulting to, and what clawback and escrow mechanics attach to the American option?

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What is the recycling provision in Cornerstone LPA, and what limits apply to recycling management fees or early distributions back into follow-on investments?

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The cornerstorne LPA, Section 4.3.3 v3 routes conflict of interest approvals to a Majority in Interest of Limited Partners rather than the Advisory Committee. If a GP incubates companies inside the fund, does every incubated investment constitute a conflict requiring that vote, or only those where the GP holds founding equity outside the fund?

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I run a separate life science consulting practice that serves companies in the fund's target sector. How does Cornerstone treat a GP with an outside operating business, and what disclosure or consent does it require at formation versus on an ongoing basis?

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What GP commitment does Cornerstone contemplate, and does it permit funding that commitment through management fee waiver or offset rather than cash?

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In Article 6.4.2 of the Cornerstone LPA about GP's clawback how the 'excess amount' is calculated?

In practice, how is the "Excess Amount" the GP owes back actually calculated and when does this typically get triggered in a fund's life? 
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Does the Successor Fund/SPV restriction in Article 4.3.4 of the Cornerstone LPA cover a GP's outside employment?

Does the Successor Fund/SPV restriction in Article 4.3.4 of the Cornerstone LPA cover a GP's outside employment or day job unrelated to venture investing ? Can a GP work with another employer while running a venture fund? 
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For GPs or LPs who have worked with multiple venture funds, what is one LPA provision you would structure differently in an emerging manager’s first fund based on what you’ve learned in practice?

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For emerging managers, which LPA provisions have you found most important to get right from the start, and which ones tend to create problems or require renegotiation later as the fund and LP base grow?

I’m reviewing the Cornerstone LPA as part of Venture Institute and trying to understand the practical side beyond what the clauses say. Are there provisions that seem minor when drafting the first LPA but become particularly important once the fund is operating?
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How standard compliance policies handle cross-fund allocation if a GP's early-stage fund and later-stage opportunity fund both want to double down on the same breakout deeptech company.

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The exact legal threshold that separates poor fund performance from "Malfeasance" when LPs attempt to trigger a General Partner removal or clawback

The exact legal threshold that separates poor fund performance from "Malfeasance" when LPs attempt to trigger a General Partner removal or clawback
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How a "Partner Giveback" is actually enforced if an LP has already deployed their distributed cash into another illiquid asset.

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What's the practical difference between the American (deal-by-deal) and European (whole-of-fund) distribution methods added in v3.0?

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Why does the LPA now restrict side letters that give favorable treatment to certain LPs?

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What counts as a "Material Breach" that could trigger Limited Operations Mode?

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Why did the SEC push funds to move conflict-of-interest approval away from the Advisory Committee and toward a Majority in Interest of LPs?

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Which provisions require unanimous LP consent versus a specified LP majority?

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Under what circumstances can realized proceeds be recycled into new investments?

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What are the practical differences between the American and European waterfall structures for LP distributions?

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How are conflicts between the fund, GP, affiliates, and portfolio companies handled?

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What threshold and process apply to removal of the GP for cause versus without cause?

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What remedies are available if an LP fails to fund a valid capital call?

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Under what circumstances can an LP transfers its interest to another investor?

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What happens operationally if a key person leaves or becomes unable to perform?

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How does the LPA distinguish investments made during the investment period from follow-on investments afterward?

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What limitations does the LPA place on the timing and amount of capital calls?

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Cornerstone LPA: What protections can an LPA offer to risk-averse LPs without limiting the GP’s ability to make timely investment decisions or manage the portfolio effectively?

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Cornerstone LPA: In markets where prospective LPs may have greater risk aversion or less familiarity with venture capital, which LPA provisions usually become more important during fundraising negotiations?

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Cornerstone LPA: If a fund is established in one jurisdiction but accepts LPs from several Latin American countries, how are conflicts between the fund’s governing law and each LP’s local regulatory or tax requirements addressed?

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Cornerstone LPA: How should the Cornerstone LPA be adapted when a fund is formed or operates in Latin America rather than in the United States or Europe? Which provisions normally require local legal review?

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How much discretion should the GP retain regarding follow-on investments, reserves, and investments made after the primary investment period?

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What restrictions should a GP pay the most attention to when the manager is involved with multiple businesses, advisory activities, or future investment vehicles?

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How should an emerging manager think about choosing between an American waterfall and a European waterfall when structuring carried interest?

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When should LP-specific requests be handled through a side letter rather than by modifying the main LPA?

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How should a first-time GP determine an appropriate GP commitment relative to the size of the fund and the personal financial position of the manager?

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