- There is **meaningful flexibility** around **66 ⅔%**. It is a common supermajority because it signals that LPs need broad consensus for major governance actions, while still being practical to achieve.
- Where it lands is usually driven by:
- **GP vs. LP bargaining power**
- **LP sophistication and check size** especially anchors
- how much **governance protection** LPs want
- whether the action is seen as **fund-wide and material** versus administrative
- overall **market norms** and counsel’s view of what is financeable
- In practice, this is usually settled during **LPA negotiation**. If parties strongly disagree, they compromise, use side letters where appropriate, or the LP simply does not invest.
Reference:
- https://decilehub.com/base/1-general_questions/163879-how-are-disagreements-between-lps-and-the-gp-resolved-when-their-interests-naturally-differ
- Where it lands is usually driven by:
- **GP vs. LP bargaining power**
- **LP sophistication and check size** especially anchors
- how much **governance protection** LPs want
- whether the action is seen as **fund-wide and material** versus administrative
- overall **market norms** and counsel’s view of what is financeable
- In practice, this is usually settled during **LPA negotiation**. If parties strongly disagree, they compromise, use side letters where appropriate, or the LP simply does not invest.
Reference:
- https://decilehub.com/base/1-general_questions/163879-how-are-disagreements-between-lps-and-the-gp-resolved-when-their-interests-naturally-differ