Vertices Capital

20. LPAC role in conflict resolution


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LP Advisory Committees (LPACs) serve as essential governance bodies in VC funds, comprising select LPs who provide non-binding input on key decisions like conflicts of interest, extensions, or key-person events. Family offices gain leverage by actively participating, reviewing transactions where GPs face potential self-dealing, such as investing in related entities or GP-led secondaries. This oversight ensures fairness without micromanaging daily operations.​Single and multi-family offices (S/MFOs) benefit most in new and emerging manager funds (Funds I-III), where limited track records heighten risks of misaligned incentives. Requesting LPAC seats via side letters allows S/MFOs to vote on waiver approvals, scrutinizing processes for independent valuations and competitive bidding. Proactive involvement signals sophistication to GPs while protecting capital through collective LP wisdom.​GPs typically grant LPAC seats to anchor LPs committing 5-10%+ of fund size or strategic investors offering long-term partnership potential, prioritizing those with VC expertise over pure capital size. S/MFOs should demonstrate value through prior co-investments, industry networks, or governance experience. S/MFOs should avoid demanding seats in over-anchored funds (>50% closed), as GPs reserve them for influential minority holders to maintain balanced representation.​Overly aggressive LPACs risk alienating GPs, stalling portfolio execution, S/MFOs should emphasize advisory over veto power per standard LPAs. In European funds, jurisdictional nuances like Swiss or Luxembourg rules demand legal review to maintain limited liability status.

Success hinges on preparation: review quarterly reports deeply to spot patterns before conflicts arise. S/MFOs who are LPAC members, should build consensus, by collaborating with fellow LPs pre-meeting to align on red flags, amplifying influence in funds with lean governance structures.​



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Vertices CapitalBy Vertices Capital