What does the Clawback provision mean in practice?
For example, how is the "Excess Amount" calculated, when is repayment due, etc.
From the latest published version of the Cornerstone LPA (version 3.0), "Excess Amount" is calculated as follows, depending on the Carried Interest % designated for the fund, cumulative amounts of said Carried Interest actually received by the General Partner, etc.
"...General Partner has received cumulative distributions of Carried Interest in respect of a Limited Partner that exceed the amount of distributions of Carried Interest that General Partner should have received with respect to such Limited Partner (such excess amount, the “Excess Amount”)..."
A Clawback is an extremely rare event, though it's slightly more possible under an American waterfall. Repayments and any applicable due dates are not specified in the Cornerstone LPA (as many things are not) to avoid having a 200 page LPA - it is anticipated that the fund managers and limited partners will work together in good faith.
"...General Partner has received cumulative distributions of Carried Interest in respect of a Limited Partner that exceed the amount of distributions of Carried Interest that General Partner should have received with respect to such Limited Partner (such excess amount, the “Excess Amount”)..."
A Clawback is an extremely rare event, though it's slightly more possible under an American waterfall. Repayments and any applicable due dates are not specified in the Cornerstone LPA (as many things are not) to avoid having a 200 page LPA - it is anticipated that the fund managers and limited partners will work together in good faith.