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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?

Top answer:

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 ha...

1

Explain Partner Giveback clause in LPA

Top answer:

The AI Agreement Reviewer is specifically designed for these types of questions - if there are still questions afterwards, please post them in Base. 

 -  Haw Kuo
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What are the specific limits on the GP’s discretion in making investments? Are there any sector, geography, or check-size restrictions that must be followed?

Top answer:

Sector, geography, and even general check-sizes are essential parts of a Fund's investment thesis and all have strategic considerations. Any related limitations on the fund managers' discretion in making investments usually derives from ...

1

What are the accepted reasons for an LP to transfer or sell their interest in the fund?

Top answer:

Generally speaking, none, unless a limited partner defaults on paying a capital call - in such cases the fund's Limited Partnership Agreement (Cornerstone for Decile clients), usually spells out the fund manager's options in dealing with...

1

Does the LPA hold each partner accountable for meeting expectations?

Top answer:

Yes - the Limited Partnership Agreement spells out a limited partner's obligations and spells out the fund manager's options should a limited partner fail to meet said obligations (mostly relating to funding and capital calls). 

 -  Haw Kuo
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How does this LPA handle AI-driven investment decisions - who is ultimately responsible if an AI-driven deal goes wrong?

Top answer:

The Cornerstone LPA template does not currently address handling AI-driven investment decisions.   While regulatory frameworks might change in coming years to possibly account for such situations, at this time it does not seem conceivab...

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If the fund underperforms severely (e.g., fails to return even 1x capital), what LP exit options (if any) exist beyond secondary sales?

Top answer:

Generally speaking, there are no easy exit options for limited partners should a fund underperform - this is why it's critical for limited partners to carefully evaluate and perform due diligence on any fund managers they intend to have ...

1

Why is real estate a restricted sector in LPA?

Top answer:

Generally speaking a venture capital fund must pursue a venture capital strategy, because venture capital funds typically rely on a specific exemption from fully registering with the SEC (to avoid much higher levels of reporting and regu...

1

How to switch entity

I am using my current account for the VC institute. I previously created an entity and would like to know how I can create a new entity and switch from the entity I previously created (zScale).

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What are the reasons that lead a country to be on that list and what happen to the citizen of a blocked countries?

In the US, does the law precise all the reasons leading a foreign country to be on the list of blocked countries?

Top answer:

With respect to the United States of America, there is not a singular exhaustive list of reasons or regulations that can lead to a country being on a designated list - there are many agencies that enforce such things, as well as orders a...

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How the list of Specially Designated Nationals and Blocked Persons is created?

Hi, In the compliance policy, how the list of Specially Designated Nationals and Blocked Persons is created? What are the criteria to meet to be on that list? Thank you Natacha

Top answer:

"Specially Designated Nationals and Blocked persons" listed on a compliance policies are generally derived from governmental watchlists - each government will have its own criteria, though these overlap to an extent. It's important to ke...