LPAC Governance: Conflict Consents, Valuation Review, Term Extensions & Cross-Fund Deals
Target keyword: LPAC governance
Intent: Informational / How-to
Last updated: 2026-10-05
Reading time: ~11 minutes
Who this guide is for
Limited partners who sit on a fund's advisory committee, the GP's investor-relations and legal team who run it, and the agents that prepare LP diligence. An LPAC acts rarely, and usually on conflicts. When it does, the record has to show what the committee was asked, who stepped out, and what it relied on.
This is practice guidance, not legal advice. The LPAC's role, its vote thresholds, who may vote, and what a consent does are set by your limited partnership agreement (LPA) and side letters. Check your LPA and fund counsel. Prepared Board does not read the LPA or decide whether consent is required.
The questions LPAC members actually search
- What should an LPAC conflict consent record?
- Does a member affiliated with the GP vote on a GP conflict?
- What is the LPAC's role in valuations?
- How should we handle a request to extend the fund term?
- What protections matter in a cross-fund investment?
1. Conflict and related-party consents
Practice
- The GP's request names the conflict plainly and cites the LPA section that routes it to the committee.
- A member affiliated with the GP or the counterparty discloses and recuses; record it on the decision as recused, not only in an email.
- Attach the materials the committee relied on (terms, fairness support, third-party valuation).
- Limit the consent wording to the specific matter.
Template: LPAC conflict-of-interest / related-party consent.
2. Valuation policy review
Many LPAs give the committee a review or consultation role on valuation policy, not a role as valuation agent. Record what was reviewed, which marks moved most, which marks involve a GP conflict, what the committee asked, and whether it noted, consulted, or consented. Template: Valuation policy review.
3. Fund term extensions
Ask for the position-by-position exit plan, the alternatives (secondary sale, continuation vehicle, orderly wind-down), and the fee treatment during the extension, and put the fee terms in the consent itself. Template: Fund term extension consent.
4. Cross-fund investments
When one fund invests in a company another fund of the same GP already holds, the GP is on both sides: one fund's price is the other fund's mark. Look for an unaffiliated party setting the price and an allocation rationale. Template: Cross-fund investment consent.
5. Written consent vs meeting
LPAC actions are often taken by written consent. Track signatures and the threshold your LPA sets, and attach the signed consent as evidence. In Prepared, a circulated written consent is unanimous among eligible signers and that threshold is not editable; if your LPA allows a majority written consent or deemed consent, take the vote at a meeting with the threshold your LPA sets, or record the outcome and attach the signed instrument. See How to Run Written Consent.
Task guide: How to Handle a Director Recusal — the same disclose, step out, record pattern applies to committee members.
How Prepared Board handles this today
Per Facts and /agent-facts.json:
- Meetings, decisions, motions, votes, written consent with signatures, conflicts stored as disclosed or recused, documents attached to decisions, and outcome monitors with revisit dates are live for a signed-in board or committee.
- Fund LPAC preset: a Chair, Secretary, Admin, or Owner can apply it under Settings → Board type preset. It sets procedural defaults (custom procedure preset, quorum on members in office, recused members excluded from quorum, no seconds required, the board's written-consent-unanimous default turned off, 10-day pack lead time) after a current → next preview. Next Go then favors conflict review, evidence, and consent actions, and flags a conflict, related-party, or cross-fund consent that has no RECUSED member or no evidence attached.
- Prepared does not compute valuations, read the LPA, or decide whether a consent is required.
- Not live in the demo: production WebAuthn, SSO, SCIM, ASPA, D&O product, bank, live filing feeds, outbound email without a provider 2xx, BYOK.
Investors asking boards and committees to adopt this: /for/investors.
Try the demo
There is no seeded LPAC board. Northlight Robotics shows the same mechanics on a venture-backed board where a fund sits on both sides of a deal (demo only).
| Chair | Elena Voss |
a sample board (see /sample-decision) | |
| Password | password123 |
| Pack | /pack/demo-pack-northlight-q4 |
| Open first | Q4 Board — Series B term sheet |
What to look at: "Authorize negotiation of the Series B term sheet" — Tidewater Ventures, the existing Series A lead, proposes to lead again; the motion requires an unaffiliated co-lead for at least 30% of the round; Gwen Park (Tidewater) has a disclosed conflict and "Will recuse before any vote." That is the cross-fund pattern an LPAC sees. For a stored RECUSED example, open Acme Robotics, Inc. (a sample board (see /sample-decision), pack /pack/demo-pack-acme-q4): "Approve strategic partnership with NovaLabs (recusal demo)." Or start at /#try-a-board.
Related guides
- Venture-Backed Board Governance
- Conflict of Interest Policy for Boards
- Related-Party Transaction Policy
Decision-task guides
- Board Observer Rights and Roles
- Portfolio Governance Oversight Across Boards
- How to Handle a Director Recusal
- How to Close a Board Decision With Evidence
Conclusion
An LPAC consent is only as good as its record: the conflict, the recusal, the materials, and the limited wording. Walk the Northlight demo, then verify every claim on Facts.