Clawback provisions – which allow LPs to recoup excessive carried interest distributions from GPs – are increasingly becoming a central focus in GP‑LP negotiations. The importance is highlighted by Upwelling Capital Group’s study which found that approximately one in 14 U.S.‑based PE firms is at risk of a clawback. As a result, LPs are taking a more proactive approach to negotiating GP clawbacks and ancillary protections. Although some sponsors are not giving ground, others have been forced to acquiesce by granting LP-favorable terms (e.g., interim clawbacks) due to the current difficult fundraising environment. This two-part article series provides context for the increased focus on clawback provisions in GP‑LP negotiations, as well as additional risk mitigation techniques pursued by both parties. This first article provides an overview of the current industry focus on clawback provisions, along with descriptions of additional protections LPs pursue to ensure they receive their share of fund profits. The second article will highlight contractual mechanisms that GPs employ to limit the scope and likelihood of clawbacks, as well as to improve their ability to hold current and former employees accountable for their respective pro rata shares of clawback obligations. See “How Key PE Fund Terms Are Being Shaped by Current Fundraising Challenges, Liquidity Needs and Distinct Shifts in the Market” (Feb. 9, 2023).