The Improvement On The Liability System Of Managing Partner In Limited Partnership Of Private Equity Fund

Compared with the company which is thought as the main commercial subject,the limited partnership has a completely different partnership structure and governance structure,and the rights and obligations are imbalanced.Traditional theory of limited partnership solves the unbalance by the managing partner who bears unlimited joint and several liabilities,but we can see the difference between this kind of liability and the real legal liability.Combining the analysis of the operating mechanism of limited partnership of private equity fund,we can find much more limits.Therefore,on the basis of guaranteeing the structure,we can improve the liability regime of managing partner of limited partnership of private equity fund,and achieve invisible restraint.Promulgating General Rules of the Civil Law of the People's Republic of China and Provisional Regulations on the Administration of Private-Raised Investment Funds(consultation paper),it provides an opportunity to reorganize limited partnership system.The paper is divided into four parts.The first one interprets the structure of limited partnership,the rights and obligations of the parties in the limited partnership governance mechanism imbalance and the nature of the managing partner who bears unlimited joint and several liabilities,arguments the limitation of liability system and the plight of responsibility.The second one,from the perspective of private equity investment fund,demonstrates the particularity of the liability system through analyzing the particularity of the value evaluation and operation mechanism of the fund.The third part is based on the first two questions,analyses the double attribute of the limited partnership contract,and improves the limited partnership private equity fund system of rights and obligations as the legal premise of managing partner liability system,at the same time to explore the necessity of subject liability,the principle of imputation,and the burden of proof.At last,the paper discusses guarantee mechanism and how to weaken the effect of blocking factors.There are obvious limitations in implementing the governance expectation of limited partnership by carrying out the unlimited joint and several liabilities of the managing partner.On the other side,limited partnership structure determines the weakening of visible constraint.We can try to build the liability origin,liability basis,and improve all the links of responsibility to realize effective balance with managing partner.