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Limited Partnership Agreement Private Equity
"Need to draft a Limited Partnership Agreement Private Equity for a €500M technology-focused fund launching in March 2025, with specific provisions for ESG compliance and co-investment rights for key limited partners based in Ireland and Germany."
1. Parties: Identification of the General Partner, Initial Limited Partner(s), and the Partnership entity
2. Background: Context of the partnership formation and its intended purpose as a private equity vehicle
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Formation and Name: Details of partnership establishment, name, registered office, and term of the partnership
5. Purpose and Investment Objectives: Statement of the partnership's investment strategy, objectives, and permitted activities
6. Capital Contributions: Terms regarding initial and subsequent capital contributions, commitment periods, and drawdown procedures
7. Capital Accounts: Rules for maintaining and adjusting partner capital accounts
8. Distributions: Distribution waterfall, rules for allocating profits and losses, and distribution procedures
9. Management and Operation: Powers and duties of the General Partner, investment decisions, and management fee arrangements
10. Limited Partners: Rights, obligations, and limitations on Limited Partners' involvement
11. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners
12. Default: Consequences of partner default and remedies
13. Reports and Valuations: Requirements for financial reporting, valuations, and partner communications
14. Expenses and Fees: Allocation of partnership expenses and fee structures
15. Indemnification: Indemnification provisions for the General Partner and other indemnified persons
16. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up
17. Governing Law and Disputes: Choice of Irish law and dispute resolution procedures
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success, defining their commitments and consequences of their departure
2. Co-Investment Rights: Include when offering co-investment opportunities to Limited Partners or related parties
3. ESG Provisions: Environmental, Social and Governance requirements when relevant to investment strategy or required by investors
4. ERISA Provisions: Include when accepting investments from US pension funds subject to ERISA
5. Strategic Investors: Special rights or obligations for strategic investors when applicable
6. Parallel Fund Provisions: Required when establishing parallel fund structures for tax or regulatory purposes
7. Carried Interest Participants: Include when carried interest is shared among multiple individuals or entities
8. Partnership Representative: Required for partnerships with US tax implications
9. Advisory Committee: Terms for establishing and operating an Limited Partner Advisory Committee if required
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Investment Guidelines: Detailed investment criteria, restrictions, and guidelines
3. Management Fee Terms: Detailed calculations and terms of management fees
4. Carried Interest Terms: Detailed carried interest calculations and distribution mechanics
5. Form of Transfer Agreement: Template for transferring partnership interests
6. FATCA and CRS Provisions: Detailed tax reporting and compliance requirements
7. AML Requirements: Anti-money laundering procedures and requirements
8. Partner Details: List of partners and their commitment amounts
9. Valuation Policy: Detailed methodology for valuing partnership investments
10. Side Letter Template: Standard form for documenting special arrangements with specific Limited Partners
Authors
Private Equity
Financial Services
Investment Management
Venture Capital
Asset Management
Real Estate Investment
Infrastructure Investment
Healthcare Investment
Technology Investment
Renewable Energy Investment
Legal
Compliance
Investment
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Fund Administration
Corporate Governance
Fund Manager
Private Equity Partner
Investment Director
Legal Counsel
Compliance Officer
Chief Investment Officer
Managing Partner
Investment Manager
Risk Manager
Fund Administrator
Chief Financial Officer
Investment Associate
Partnership Secretary
Investor Relations Manager
Due Diligence Officer
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