Venture Legal

1

Asked by

Community Member

on

Mar 25, 2025

in

Venture Legal

What is a common time period for LPs to have transferred the capital call amount after the call is made by the GP? Meaning cash is on the fund’s bank account.

I understand this is dependent on the LP agreement. Just curious about a rough time frame.

1 See in Base

1

Asked by

Community Member

on

Mar 23, 2025

in

Venture Legal

What are the consequences for investors who fail to meet their capital call obligations, and how do funds typically handle such situations?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

What are the disadvantages of having the governing law be the State of Delaware?

Trying to understand if there are any scenarios where having the fund and LPA domiciled in the State of Delaware has any disadvantages?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

What is the percentage of venture capital using the LPA created by VC Lab?

I am curious about the adoption of the LPA and who uses it. It is a standard form in venture capital or only used by decile hub and its partner? Thank in advance Natacha

0 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

What are the accepted reasons for an LP to transfer or sell their interest in the fund?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

Under what circumstances can Limited Partners collectively remove the General Partner?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

How does this LPA handle AI-driven investment decisions - who is ultimately responsible if an AI-driven deal goes wrong?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

What happens if LPs later want to enforce ESG or impact investing principles that weren’t included at the start? Can they do that?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

Could the cornerstone LPA serve as a blueprint for non-traditional VC models (e.g., evergreen funds, rolling funds, or DAOs)?

1 See in Base

1

Asked by

Community Member

on

Mar 20, 2025

in

Venture Legal

Why is real estate a restricted sector in LPA?

1 See in Base

1

Asked by

Community Member

on

Mar 19, 2025

in

Venture Legal

The LPA allows for 0-2 years of extensions. However, should LPs have more control over extensions (requiring a majority vote)?

I was reading the LPA and had this question. It would be great if someone could share some insight or experience. Thanks!

1 See in Base

1

Asked by

Community Member

on

Mar 18, 2025

in

Venture Legal

Has the cornerstone LPA template been adapted and ever used in Norway?

1 See in Base

1

Asked by

Community Member

on

Mar 16, 2025

in

Venture Legal

If regulatory frameworks change significantly (e.g., new SEC rules or EU venture fund regulations), how easily can the fund adapt without a complete renegotiation of the LPA?

I believe the question says everything. Is there any best practice?

1 See in Base

1

Asked by

Community Member

on

Mar 15, 2025

in

Venture Legal

Why doesn't the cornerstone LPA contain an exclusion of consequential damages?

Many contracts in Delaware include clauses that exclude or limit consequential damages. Courts will generally enforce these limitations, but the specific language used is crucial. https://info.dechert.com/10/8352/landing-pages/like-bigfoot--a-clear-and-settled-definition-of--consequential-damages--remains-elusive.asp?sid=d79f0805-0041-47fc-8610-79df273d094e

1 See in Base

1

Asked by

Community Member

on

Mar 08, 2025

in

Venture Legal

Can an LP also be a Venture Partner and if so what would the recommended carry be if they have dual roles of executive and fundraising?

2 See in Base

1

Asked by

Community Member

on

Feb 25, 2025

in

Venture Legal

In the UK, do we need to ask potential LPs to self certify as a High Net Worth or Sophisticated Investor when we share a PACT? I.e Do we need to incorporate an investor self declaration as part of the PACT?

1 See in Base

1

Asked by

Community Member

on

Feb 23, 2025

in

Venture Legal

How do we obtain the European Venture Capital Funds (EUVECA) designation?

When exploring the geographic area of the LPs we focus on while based in the Netherlands, AI suggested we could expand our view to all European LPs if we obtain the EUVECA designation.

2 See in Base

1

Asked by

Community Member

on

Feb 22, 2025

in

Venture Legal

Is the mechanism and the conditions under which an SPV could be set up (ex. pro rata share upon a follow-on round) outlined in the LPA?

1 See in Base

1

Asked by

Community Member

on

Nov 23, 2024

in

Venture Legal

Where can I learn about step by step process if Cap table of ManCo needs to be changed/ modified (Add/ Edit) after a fund is set up ?

1 See in Base

1

Asked by

Community Member

on

Nov 21, 2024

in

Venture Legal

Are VC and PE Funds exempted from BOI reporting?

BOI reporting is due by the end of this year (2024), and I can't remember if VC/PE funds are exempted from having to file. Are all of the entities (e.g. ManCo, GP, and LP) exempted or do we have to file for all of them? Thank you.

1 See in Base

1

Asked by

Community Member

on

Oct 23, 2024

in

Venture Legal

Emerging managers: how are you thinking about conflict of interest between Fund 1 and 2?

2 See in Base

1

Asked by

Community Member

on

Aug 28, 2024

in

Venture Legal

venture share agreement for deal by deal

Where can I find a sample of venture share agreement for deal by deal? At this link (https://govclab.com/venture-share/) it says to ask for VC Lab for such a sample not readily available there. Thanks.

2 See in Base

1

Asked by

Community Member

on

Jul 10, 2024

in

Venture Legal

What is a Partnership representative according to the fund terms of the cornerstone LPA?

1 See in Base

1

Asked by

Community Member

on

Jul 10, 2024

in

Venture Legal

How do I recap a company with a large amount of SAFE's outstanding?

We have several SAFE's as investments in a company. Virtually all of the capital has been put in by our group. What rights do we have as SAFE holders if there are issues or concerns with management actions? If you were the investor in this entity, how would you approach this situation?

2 See in Base

1

Asked by

Community Member

on

Jun 26, 2024

in

Venture Legal

Do Asian investors prefer to invest in US-, Hong Kong-, or Singapore-domiciled funds?

Our fund's investor demographic will include US and Southeast Asians. What regulatory regime would be most favorable given the diversity of our investors?

1 See in Base

1

Asked by

Community Member

on

Jun 25, 2024

in

Venture Legal

Where can I find a draft compliance policy?

Would there be a way to access the draft of the compliance policy on this platform?

1 See in Base

2

Asked by

Community Member

on

Jun 24, 2024

in

Venture Legal

How do we ensure that our contract protects a) the jurisdictions b) the Mensarius oath c) as well as ensure the fund cant be overridden or taken over by LPs for their own interests

1 See in Base

1

Asked by

Community Member

on

Jun 24, 2024

in

Venture Legal

Aside from the Management Company, General Partner, and Limited Partner, what other legal entities need to be created for a Venture Studio? What incorporation structure is recommended for those entities?

Here the ideal structure for a Venture Studio is laid out, showing 5 legal entities - (1) Management Company, (2) General Partner, (3) Limited Partner, (4) The Venture Studio / Accelerator (operations), and (5) An Individual Company (created by the Venture Studio / Accelerator). While researching, its been suggested that the Venture Studio operations (4) be created as an LLC with the individual companies (5) being incorporated as C-corps, though I'd like some validation or refutation of this.

1 See in Base

1

Asked by

Community Member

on

Jun 20, 2024

in

Venture Legal

Can you do general solicitation in Australia?

Guessing if you can would need a .au domain I know crowdfunding is out as that is licensed, not that I would wan to do that.

1 See in Base

1

Asked by

Community Member

on

Jun 19, 2024

in

Venture Legal

Can the law firm of one of our fund partners (GP) advise a portfolio company on trademark registration? (that firm is not our fund counsel)

I understand a law firm advising a venture fund should not also advise a portfolio company in that fund due to potential conflicts (especially with corporate counsel). One of our fund partners is also an attorney in a firm that does patent/trademark registration work. (The fund uses a different firm for legal counsel) With a specific scope on trademark registration, there seems to be little chance for conflict in that narrow scope -- more of a value-add. Is the answer the same regardless of the partner's firm association? Firm Partner, Fund GP, Venture Partner?

1 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

My firm has two owners/managing partners - how should we allocate the shares of the Management Company?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

What is there both a Management Company and a General Partner entity? Why not use one entity instead?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

What happens if one of the fund managers passes away or is otherwise incapacitated?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

I set up a Share Pool for my General Partner entity to issue to Venture Partners. What happens if I don't issue them all?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

What if I want to add a Venture Partner (or another person) to my firm's Management Company?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

Are Venture Partners in a Firm's General Partner entity or Management Company?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

How does the typical Venture Capital firm/fund structure make it easy to scale?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

What is the difference between a Venture Capital firm as compared to a Venture Capital fund?

2 See in Base

1

Asked by

Community Member

on

Jun 17, 2024

in

Venture Legal

How is a Venture Capital firm/fund typically structured?

2 See in Base

1

Asked by

Community Member

on

Jun 14, 2024

in

Venture Legal

do the fund origination fees collected from the LPs that join after the fund is closed get redistributed to the initial LPs?

in re 2.5. in Cornerstone LPA

1 See in Base

1

Asked by

Community Member

on

Jun 10, 2024

in

Venture Legal

What happens if an LP unfortunately passes away? What happens to their partnership interest in the Fund? Why don't the agreements address that?

1 See in Base

1

Asked by

Community Member

on

Jun 10, 2024

in

Venture Legal

What are the risk of raising equity money for your ManCo? What are the best practices to structure it?

We want to raise money for our ManCo, and we want to understand the risks. We will structure it as an SPV in our name and let external investors join through the SPV; this way, there should be no implications for governance and the cap table. Is there anything else we need to consider? We have already spoken to a few fund managers who have done the same, and they said they did not face any issues with this structure.

1 See in Base

1

Asked by

Community Member

on

May 10, 2024

in

Venture Legal