Ctrl + K

Summary of LPA queries: SPVs, LP lock-up, and American vs European carry.

Community Member
As part of Venture Institute, I have an exercise this week to ask some questions I had after reading through the Cornerstone LPA. Let me know if you have any insights. Thank you!
  1. I’d like to better understand why a GP would want to create an SPV alongside the main fund and why the clause in the LPA allowing this is important.
  2. Legally, how locked in is an LP's money once it's invested in venture? I didn't quite understand the legal limits from the LPA.
  3. In terms of how carry is distributed, what are the pros and cons of the American vs European (Deal-by-Deal and Whole-of-Fund) distribution? Do certain jurisdictions mandate the use of one over the other? 
1 reply
Community Member
Some loose thoughts:

1. Depending on your follow on strategy you might want to bring a new bucket of capital vs deploying out of your existing funds. Other times you might have a deal that generates a lot of excitement from some of your LPs and less from others, the SPV gives the ones who love it an opportunity to increase their exposure without dragging everyone along for the ride.

2. Assuming you mean once its invested in a venture (startup) it's gone once the check clears, unless the startup returns capital to investors for some reason in the future (bad). If you meant once its in the fund, somewhat similar story. If you're talking about a non Start Fund, where capital is committed before its called, that's a different sort of dance and really comes down to managing the relationships with your LPs

3. I've really only seen European, especially for emerging funds. Its favorable to LPs, and they have all the leverage to make sure they get their money out first. I don't know of anywhere the structure is legally mandated.

Log In or Sign Up

Please Log In, or Sign Up to participate in the discussion.

Apply to VC Lab Cohort 22

Get full access to Decile Base and the Decile Hub venture platform for free by joining the VC Lab program.

Apply to VC Lab Cohort 22