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?
Conceptually, a legal agreement such as a Limited Partnership Agreement is generally created to conform to a specific domicile, such as Delaware - so in a practical sense, a Delaware Fund (with Delaware domiciled entities) is going to have an LPA designed to conform with Delaware (and of course United States) laws.
This article goes through some of the cases where Delaware may not necessarily be advantageous - however it's important to note that this will depend on the Fund's specific requirements, as well as the fund managers' (particularly with regard to taxes):
https://govclab.com/2023/06/10/delaware-is-the-vc-domicile-of-choice/
This article goes through some of the cases where Delaware may not necessarily be advantageous - however it's important to note that this will depend on the Fund's specific requirements, as well as the fund managers' (particularly with regard to taxes):
https://govclab.com/2023/06/10/delaware-is-the-vc-domicile-of-choice/