The Institutional Limited Partners Association (ILPA), supported by a team of industry practitioners, including three MJ Hudson lawyers has released the first ever publicly available Model Limited Partnership Agreement (LPA) for the private equity and venture capital industry. The legal template, which is available for complimentary, industry-wide use, sets a new standard for alignment of interests between general partners (GPs) and limited partners (LPs).
The Model LPA was developed by the LPA Task Force, a group 20 internal and external counsel that represent both the GP and LP community in the fund formation process, at the initiative of the Institutional Limited Partners Association (ILPA).
The MJ Hudson members of the LPA Task Force were partners Edyta Brozyniak and Eamon Devlin, and senior associate, Mark Silveira.
MJ Hudson was one of only two European law firms on the LPA Task Force.
The ILPA Model LPA is a comprehensive, U.S. Delaware-law based “whole of fund” waterfall. It can be used in its entirety to structure investments into a traditional private equity fund.
The LPA Task Force ensured that numerous provisions were included in the Model LPA, addressing the following key areas: fund economics; co-investments; governance, control and LPAC powers provisions; key person and removal provisions; and information and communication access for LPs.
The Model LPA is the result of numerous drafts and negotiations that date back more than two years. With the help of MJ Hudson and the other members of the LPA Task Force, ILPA will continue to release additional versions of the Model LPA, as well as other templates for fund documents going forward, as part of their broader LPA Simplification Initiative and the quest for greater transparency and fairness in private equity.
To download the Model Limited Partnership Agreement (LPA), just click here.