Limited Partnerships Agreement Negotiations: A Role Play

11 Pages Posted: 18 Apr 2023 Last revised: 13 May 2023

See all articles by Ludovic Phalippou

Ludovic Phalippou

University of Oxford - Said Business School

Date Written: April 5, 2023


This case provides presents an abbreviated Limited Partnership Agreement for a global growth capital fund. The full legal document, normally about 200 pages long, has been boiled down to its essential parts. This case study can be used as a basis for a role play in which participants are split between LPs and GPs and negotiate the different clauses in the proposed contract. In doing so, students are expected to become fluent in the language of Terms and Conditions in Private Equity, and to learn by doing how to use contract to best align interests between LPs and GPs.

Keywords: Limited Partnership Agreements, Private Equity Funds, Growth Capital Funds, Emerging Market Investing, Carried Interest, Management Fees, Portfolio Company Fees, Investment Restrictions, Negotiation Dynamics, Limited Partners, General Partners, Fundraising Dynamics

Suggested Citation

Phalippou, Ludovic, Limited Partnerships Agreement Negotiations: A Role Play (April 5, 2023). Available at SSRN: or

Ludovic Phalippou (Contact Author)

University of Oxford - Said Business School ( email )

Park End Street
Oxford, OX1 1HP
Great Britain

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Abstract Views
PlumX Metrics