All Questions

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

Generally speaking, increasing or decreasing an LP's capital commitment post-admittance is accomplished via a simple change agreement countersigned by all parties (a new LPA is not required). In the case of an increase, a "catch-up" ca...

Generally speaking, increasing or decreasing an LP's capital commitment post-admittance is accomplished via a simple change agreement countersigned by all parties (a new LPA is not required). In the case of an increase, a "catch-up" capital call is usually sent. In the case of a decrease, it can only decrease to the amount the LP may have already paid-in. In summary, the requirements are that the requested decrease not go below any paid-in capital (or other measures may need to be discussed), and that the proper paperwork is put into place so that fund accounting can reflect this change appropriately. 

That is usually the managing partner.

That is usually the managing partner.

Usually, the LP will work to find a buyer for the defaulted position. That is the most common way to manage this. 

Usually, the LP will work to find a buyer for the defaulted position. That is the most common way to manage this. 

For the General Partner to unilaterally decide to wind up a fund is an edge-case - there aren't "typical" types of cases to speak of here. However as one example, a pending SEC investigation (which could implicate the General Partner) co...

For the General Partner to unilaterally decide to wind up a fund is an edge-case - there aren't "typical" types of cases to speak of here. However as one example, a pending SEC investigation (which could implicate the General Partner) could be one of the causes for a General Partner to make such a decision.  While it's an edge-case, should a General Partner choose to go this route, they would be obligated to liquidate the Fund's assets and distribute the the proceeds to Limited Partners (see Cornerstone 6.3) - so it generally isn't considered "too risky" for the asset class.  It is not industry standard for LPs to need to approve of such a decision by the General Partner - however per the Cornerstone a majority of the LPs can also put the Fund into limited operations mode. 

Clawbacks would be very unusual - here are two examples of situations in which the Fund may need to claw back distributions to satisfy the Fund's obligations (but this is by no means all-inclusive): • If proceeds have been over-distribut...

Clawbacks would be very unusual - here are two examples of situations in which the Fund may need to claw back distributions to satisfy the Fund's obligations (but this is by no means all-inclusive): • If proceeds have been over-distributed, particularly in a fund with "deal by deal" distribution; or • In lawsuits where the Fund must indemnify.  Please now refer to Cornerstone V3: https://govclab.com/2024/02/04/cornerstone-lpa-v3/