This book examines the economic intuition that underpins key legal terms commonly found in private equity fund partnership agreements. As a primer, it attempts to encapsulate, in non-legal language, the rationale behind economic points of negotiation, investigate the scope for trade-offs and offer practitioner insights.

The private equity industry is evolving at a fast pace, as have the terms of engagement between LPs and GPs. The agreements and clauses that define the relationship between LPs and GPs are nonstandard and privately negotiated. This book examined some of the key economic and governance issues that impact the LP/GP relationship. Issues that may lead to conflict of interests were identified and methods suggested to best align investor and GP interests. Negotiating LP/GP contracts involves a balance between preserving LP rights without materially curtailing GP flexibility to provide attractive returns-the primary reason for entering these contracts in the first place. Awareness of subtle issues and their degree of economic sensitivity to all parties will, hopefully, help make transactions more efficient, reduce contractual friction and benefit the industry.