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LPs Challenge Key Person Clauses in Fund Negotiations

PE International •
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Today's investors are looking beyond founders and titles to include people truly responsible for performance. Key person provisions have become one of the most contested terms in private funds negotiations, as LPs press managers to ensure fund documents include any personnel responsible for investment performance.

ILPA's 2025-26 Limited Partners Sentiment Survey found that key person provisions were the LPA term most frequently challenged by LPs, at 61 percent, although LPs reported obtaining concessions only 37 percent of the time.

This shift reflects growing emphasis on accountability and transparency in fund management structures, with LPs seeking stronger protections tied to actual decision-making roles rather than nominal positions.