How LPs Negotiate GP Side Letter Most Favored Nation Clauses

In Episode 146 of The Venture Capital Investor Podcast, Lucas and Luna drill into a clause that quietly reshapes LP-GP power dynamics: the most favored nation, or MFN, clause in side letters. They walk through what MFN actually covers — fees, reporting, information rights, co-investment access — and why it's no longer a simple 'we match the best terms' promise. Using a concrete example from the 2021 fund-raising wave, they show how LPs who negotiated MFN in 2021 ended up with weaker economics than those who waited until 2024, and they explain how GPs have started writing carve-outs and exceptions that blunt the clause's value. Lucas and Luna also discuss the rise of 'MFN with a menu' — where GPs offer a list of electable terms instead of a sweeping comparison right — and they offer practical questions LPs should ask before signing. This is a focused, practical episode for limited partners who want to understand the fine print before their next commitment. #MostFavoredNation #SideLetter #LPDueDiligence #VentureCapital #LimitedPartner #GP #FundTerms #CoInvestment #CarriedInterest #ManagementFees #InformationRights #Transparency #Negotiation #Fundraising #Finance #Business #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo