# Identify Lpa Issues > 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. - Skill: `finchipaiorg/identify-lpa-issues` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-lpa-issues` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-lpa-issues/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/identify-lpa-issues --- # 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.