Key Person Clauses: Suspension vs. Dissolution
from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti
In this field note, syndication attorney Tilden Moschetti examines the mechanics of the Key Person clause in a private fund. Sponsors often confuse this provision with manager removal or treat it as boilerplate death-and-disability language. This episode clarifies the core tension: a Key Person clause isn't about punishing wrongdoing; it’s about continuity when a principal can no longer devote the required time to the fund. Listen to learn how a well-structured clause suspends new capital calls, protects existing assets, and outlines a clear cure period for replacement and investor consent, preventing premature dissolution. Also see: Key Person Clauses in Private Funds and Syndications — https://www.moschettilaw.com/key-person-clauses-in-private-funds-and-syndications/ Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work. Watch the video on YouTube: https://youtu.be/kFmShbO1oM4
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What this episode covers
A field note on how a Key Person clause actually functions inside a private fund, why it isn't a manager removal tool, and how to use it to pause—rather than destroy—a fund when life happens.
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