GP Commitments: Employee Participation Introduces Complexity, LP Disclosure Issues and Structural Considerations (Part Two of Two)

Many sponsors choose to allow their principals and other employees to participate in their GP commitments to funds for several reasons, including to increase the size of the check and as an employee-retention tool. Sponsors in those situations need to be prepared, however, for potential ramifications of that decision. Some are merely technical and can be resolved with thoughtful lawyering, such as structuring the GP commitment to avoid tax issues and to protect the firm from employee departures. Others can require a more delicate touch, such as assuaging LPs’ concerns about a misalignment of interests. This second article in a two-part series addresses which individuals contribute to the GP commitment; potential issues that arise when individual participants include non-principals; disclosure of GP commitments to LPs; ways GPs argue for increasing the GP commitment on a deal-by-deal basis; and the structures typically used to bring the GP commitment into the fund. The first article considered how the size and source of the GP commitment affects the alignment of interests between LPs and GPs. See “Policies and Procedures Fund Managers Must Adopt to Address Investor Complaints (Part Two of Two)” (Jun. 25, 2019).

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