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GP removal under Cornerstone needs a 66⅔% vote AND a final court adjudication of Material Breach — doesn't the court requirement make removal effectively unavailable, and do LPs negotiate it out?

Reading Sections 4.4 and 5.2 together: LPs holding a Requisite Majority can put the fund into Limited Operations Mode on an alleged Material Breach, which suspends the management fee. But actual removal of the GP requires that the breach be unresolved AND finally adjudicated by a court — or that all Key Individuals are incapacitated. Litigation to final judgment is slow and expensive, and the fund is frozen meanwhile. Is the court requirement intended as a deliberate protection against opportunistic removal, and in practice do sophisticated LPs push to replace it with a for-cause standard determined by the Advisory Committee, or a no-fault removal at a supermajority?

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Yes — that structure is generally intended to make **actual GP removal a high-bar, last-resort remedy**, while **Limited Operations Mode** is the practical interim protection.

- Under Cornerstone, LPs with **more than 66 ⅔%** can trigger Limited Operations Mode on an alleged Material Breach, forcing a **90-day** good-faith resolution process and restricting fund activity.
- Actual removal requires a much higher factual threshold: typically a **final non-appealable court judgment** on the misconduct, not just LP dissatisfaction.
- That does function as protection against opportunistic or politicized removal.
- Decile Base supports that **for-cause removal is document-specific**, and **without-cause removal is not standard** in most VC LPAs.

I can’t confidently confirm from the provided material whether sophisticated LPs commonly negotiate that exact court standard out.

References:
- https://decilehub.com/base/1-general_questions/19720-what-is-the-process-for-triggering-limited-operations-mode
- https://decilehub.com/base/1-general_questions/163982-what-threshold-and-process-apply-to-removal-of-the-gp-for-cause-versus-without-cause
- https://decilehub.com/base/1-general_questions/163998-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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