Factors to be Considered by GP When Evaluating Shareholder Consent Issues in a Portfolio Company
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Factors to be Considered by GP When Evaluating Shareholder Consent Issues in a Portfolio Company

Factors to be Considered by GP When Evaluating Shareholder Consent Issues in a Portfolio Company

Explanation

The level of GP (investor) consents that are deemed appropriate are usually agreed to during the negotiation of the investment Agreement. Typically, an investment will be structured so that certain proposed actions of the portfolio company will require shareholder consents, including GP on behalf of the fund. These shareholder consents are distinct from the consents required of members of the portfolio company's board of directors where the GP has appointed one or more officers to that board.

Recommendation

The GP should ensure that it acts in the best interests of the fund and in accordance with its policies when granting or withholding consent. Executives who are in the board of a portfolio company must normally act in the best interests of the portfolio company. It may therefore be advisable for another employee or representative of GP to exercise shareholder consents.



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