Identify Lpa Issues

---
name: identify-lpa-issues
task_id: corporate-ma/identify-lpa-issues
description: Guides preparation of an investor-side LPA issues memorandum for a public pension investor, emphasizing comparison of draft fund terms against the investor's governing guidelines, the prior fund relationship, and public-sector disclosure or compliance constraints.
activates_for: [planner, solver, checker]
---

# Skill: Investor-Side LPA Issue Identification (Public Pension)

## 1. Subject-matter triage

- Treat the draft LPA, the investor’s guidelines, the prior fund materials, and any side letter or policy overlay as the core source set.
- Identify whether the investor is operating under public-sector disclosure, record-retention, ethics, leverage, or approval constraints that may override ordinary market practice.
- Determine whether one benchmark is controlling, or whether multiple benchmarks must be compared clause by clause; if multiple, analyze each separately rather than blending them.
- If a point turns on a legal rule, cite the governing authority by name and section, rule, or recognized doctrine in the memo.

## 2. Failure modes the skill is correcting

- LPA provisions are assessed against abstract market standards without systematically comparing them against the investor's specific investment guidelines and any negotiated terms from the prior fund relationship.
- Governance provisions are identified but not assessed for adequacy from the perspective of a public pension investor with heightened transparency and accountability obligations.
- Economic terms are summarized without identifying the specific deviation from the prior fund and whether the difference should be escalated for negotiation or internal exception review.
- The memo does not include severity ratings that distinguish negotiating priorities from preferred positions, reducing its utility as a negotiation guide.
- Issues are described in isolation instead of being tied to the relevant threshold, related clause, and downstream consequence for the investor.
- Recommendations are left implicit or generic, making the memorandum less useful to counsel and the investment team.

## 3. Legal frameworks / domain conventions that apply

- Public pension investor constraints: public pension investors are typically subject to investment policy statements, state investment board rules, and public-records or transparency obligations; fund terms that conflict with these obligations require special attention.
- LPAC representation and governance: an LP's seat on the LP advisory committee is an important governance right; approval authority over conflicts, fee waivers, valuation disputes, and similar matters, as well as quorum requirements, determine the practical value of the right.
- Key person provision: identifies the key persons and the events that suspend the investment period; the investor's guidelines may specify minimum key person protections.
- No-fault removal: the right to remove the general partner without cause by a supermajority vote of limited partners; the threshold and mechanics are critical governance terms.
- Clawback obligation: the general partner's obligation to return excess carried interest; the calculation methodology, escrow or guaranty securing the clawback, and any individual guarantee requirements must be assessed.
- Management fee offset: fee offsets for portfolio company fees, transaction fees, and monitoring fees reduce the effective management fee; the offset scope and mechanics must be confirmed.
- Expense allocation: the fund's allocation of expenses between the general partner and the limited partners must be assessed for fairness and consistency with prior fund terms.
- Public-records implications: fund terms that restrict the investor's ability to comply with public-records requests may conflict with the investor's legal obligations.
- Subscription line credit facilities: fund agreements increasingly address subscription line facilities; investors with leverage restrictions must assess these provisions.
- Use controlling authority when the issue depends on a legal rule, regulatory requirement, or disclosure obligation; do not present the conclusion without the rule that supports it.

## 4. Analytical scaffolds

- Start by mapping the source materials into a hierarchy: investor mandate, prior relationship terms, draft LPA, then any ancillary disclosure or compliance materials.
- For each material provision, identify the exact deviation from the investor’s benchmark, the clause that interacts with it, and the practical effect on the investor.
- Assess governance provisions: LPAC representation, key person, removal, and conflicts policies.
- Assess economic provisions: management fee rate and base, carried interest rate and hurdle, clawback methodology and security, and expense allocation.
- Assess public pension-specific provisions: public-records carve-outs, confidentiality, and leverage restrictions.
- Assign every issue an explicit ordinal severity rating using a stated scale such as Critical, High, Medium, or Low; apply the scale consistently and briefly justify the label.
- Where more than one investor term, account, vehicle, period, or scenario is implicated, list them first and then analyze them one by one.
- For each issue, close the analysis by stating the size or threshold implicated, the related provision or source document that interacts with it, and the downstream consequence for the investor.
- Separate legal diagnosis from negotiating posture: a provision can be acceptable legally but still warrant a negotiation request, escalation, or exception review.

## 5. Vertical / structural / temporal relationships

- Compare the draft LPA vertically against the investor’s guidelines and the prior fund terms; do not treat the draft as self-contained.
- Track how one provision modifies another, especially where economics, governance, and confidentiality provisions interact.
- Note any temporal triggers, cure periods, suspension periods, notice windows, or sunset mechanics that affect the investor’s rights.
- Where timing matters, anchor the issue to the operative milestone in the source materials and state the practical consequence of missing it.
- If multiple funds, vintages, or investment vehicles are referenced, segregate them and avoid cross-applying a term from one to another without explanation.

## 6. Output structure conventions

- Produce a single investor-side LPA issues memorandum.
- Use a conventional memo shape: brief executive summary, then grouped issue discussion by topic, then a concise recommendations section.
- For each issue, include:
  - a short topic label,
  - the benchmark or source term,
  - the deviation or concern,
  - the severity rating,
  - the negotiation recommendation,
  - the clause or document interaction that matters,
  - the practical consequence for the investor.
- Keep the tone investor-side, analytical, and action-oriented; state whether the issue is a must-fix, should-fix, or monitor item only if that fits within the chosen severity scale.
- End with an explicit Recommended Actions block that converts the issues into next steps for counsel and the responsible internal stakeholder, with a timing anchor tied to the signing or approval process.