The Case for Independent LPAC Members

Neither GPs nor LPs seem to be particularly satisfied with the way LP advisory committees (LPACs) function. There are, of course, omnipresent complaints from LPs about underrepresentation on their funds’ LPACs and concerns about fairness, but the dissatisfaction does not stop there. As LPACs have evolved from serving advisory roles to performing a range of approval rights, GPs’ frustrations with delays and other dysfunction in the decision-making process have grown correspondingly. The SEC also indicated it had no illusions about the effectiveness of LPACs in the adopting release accompanying the since-vacated private fund adviser rules. In a guest article, Vinson & Elkins partner Robert Seber argues that the inclusion of independent members on the LPAC – i.e., members that are not affiliated with the GP or any LP – would address a number of the deficiencies in current LPAC practices, resulting in improvements to fund governance practices that would inure to both GPs and LPs. For more from Seber, see “LPAC by Design: Six Recommendations for GPs to Define LPAC Features During Fund Formation” (Feb. 25, 2020).

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