Help LPs and emerging GPs separate LPAC powers from myths about firing the GP or picking deals.
LPAC Consent vs All-LP Vote vs GP Discretion
What a Limited Partner Advisory Committee can usually approve — and what it cannot.
| Dimension | Typical LPAC consent | Often all-LP vote | Usually GP discretion |
|---|---|---|---|
| Conflicts / related party | Yes — affiliated deals, co-invest conflicts | Sometimes — material LPA changes | No — day-to-day deal sourcing |
| Fund term extension | Often — investment / harvest extensions | If required — per LPA thresholds | No — cannot unilaterally extend |
| Valuation policy changes | Common — fair-value methodology shifts | Rare — only if LPA elevates | Within policy — routine portfolio marks |
| Firing the GP / picking deals | No — not a board; cannot fire GP casually | Key person / removal if drafted (high bar) | Investment decisions — GP sole underwrite |
Audience: lp, investor · Category: fund-economics
Tags: lpac, lp, governance, lpa