- **For cause:** usually only if the **LPA expressly allows it**, with triggers such as **fraud, willful misconduct, gross negligence, material breach**, or certain regulatory disqualifications.
- **Process for cause:** typically:
- LP notice
- any contractual **cure period**
- required **LP vote threshold** stated in the LPA
- effect is often **GP removal** and/or termination of the investment period
- **Without cause:** this is **not standard** in most VC LPAs. If allowed at all, it must be expressly drafted and usually requires a **much higher LP approval threshold** than for-cause removal.
- **Poor performance alone** usually does **not** permit removal.
References:
- https://decilehub.com/base/1-general_questions/163683-when-can-the-gp-be-removed
- https://decilehub.com/base/1-general_questions/163975-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
- **Process for cause:** typically:
- LP notice
- any contractual **cure period**
- required **LP vote threshold** stated in the LPA
- effect is often **GP removal** and/or termination of the investment period
- **Without cause:** this is **not standard** in most VC LPAs. If allowed at all, it must be expressly drafted and usually requires a **much higher LP approval threshold** than for-cause removal.
- **Poor performance alone** usually does **not** permit removal.
References:
- https://decilehub.com/base/1-general_questions/163683-when-can-the-gp-be-removed
- https://decilehub.com/base/1-general_questions/163975-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