The GP-LP relationship is where fund economics, governance, and risk allocation are finalized. A poorly drafted Limited Partnership Agreement (LPA) or side letter can cost a fund manager millions in misaligned carry or trigger LP exits at the worst possible moment. Vircon Legal advises general partners, limited partners, and fund administrators on the full spectrum of GP-LP documentation.
Our GP-LP practice covers:
- Limited Partnership Agreements (LPA) and equivalent governance documents for Turkish and offshore funds
- Side letter negotiation — MFN clauses, custom carry treatment, excused investments, key-person provisions
- Management fee structures: committed vs. invested capital basis, step-down mechanics, offsets
- Carry waterfall: deal-by-deal vs. whole-fund, hurdle rate, catch-up, clawback design
- Key-person events, no-fault divorce, GP removal mechanics
- LP advisory committee (LPAC) authority and conflict resolution procedures
- Co-investment rights and parallel vehicle structuring
- Default provisions, transfer restrictions, and secondary sale mechanics
We represent both sides of the table. For GPs, we draft balanced LPAs that hold up to institutional LP scrutiny while preserving sponsor economics. For LPs — family offices, sovereign wealth, institutional allocators — we conduct side letter negotiations and review existing fund documentation for hidden risks.
This work integrates closely with our fund formation, investment management, and M&A practices. Our VC Due Diligence Checklist outlines what LPs typically demand during fund commit, and our glossary covers core fund terminology like side letter, carry, hurdle, and MFN clauses.