The Sub-$250 Million First Fund: Anchor Economics, MFN Design, and the 2026 ILPA Cost Cap

Lindsay Karas Stencel, Partner | Thompson Hine LLP

Lindsay Karas Stencel is a partner at Thompson Hine LLP and Chair of the Private Fund Formation subgroup. She advises investors, entrepreneurs, and fund managers on venture capital and startup matters, private fund formation, corporate finance, federal and state securities filings and compliance, including public and private securities offerings, and corporate organization and governance matters.

• Education & Credentials

Lindsay earned her J.D. from The Ohio State University Michael E. Moritz College of Law and her M.B.A. from The Ohio State University, both in 2009, and her B.A. from Canisius College in 2005. She is admitted to practice in Ohio, Michigan, and New York.

• Recognition & Leadership

Lindsay is listed in The Best Lawyers in America for Venture Capital Law (2027) and for Business Organizations (including LLCs and Partnerships) and Corporate Law (2021–2027). Her investor-side recognitions include Upstate Capital’s Investor of the Year (2019) and Early Stage Dealmaker of the Year (2018), the Upstate Venture Connect Community Catalyst Award (2019), and a nomination for the NVCA American Spirit Award (2020). She has also been named to Columbus CEO’s Future 50 (2021), Columbus Business First’s 40 Under 40 (2020) and its “20 People to Know in Finance” (2016), and the Ohio Bar Association’s “5 of Ohio’s Most Trailblazing Attorneys” (2016), and she received Thompson Hine’s Diversity Champion Award in 2021.

• Professional Involvement

Lindsay teaches “Venture Capital and Dealmaking” at The Ohio State University Moritz College of Law and is a national speaker on topics of venture capital, fund set up and deal structuring and startup investing. She is also a Co-Founder of BOLD Ventures, a regionally focused venture capital fund, that is focused on investing in innovative technology that better the lives of individuals, enhance business outcomes, and improve society.

• Experience

Prior to joining Thompson Hine, Lindsay served as a partner and chief legal counsel at a Midwest-focused venture capital firm that invested early-stage technology companies serving several industries. Simultaneously, she ran her own private practice representing emerging fund managers across the country, startup clients and founders, investors, and small businesses, assisting with venture fund formation and strategy, strategic deal formation, unique deal structuring and other corporate legal matters. She also acquired significant experience while serving as Chief Investment Officer and Managing Partner for a venture development organization in upstate New York, where she led that firm to have one of the most active seed funds in the country.

SESSION 1 – Pricing the Anchor Investor in a First-Time Fund Without an MFN Cascade | Lindsay Karas Stencel | 2:30pm – 3:30pm

This session examines how first-time fund managers of sub-$250 million vehicles price and structure anchor investor economics without triggering an MFN cascade that spreads bespoke terms across the LP base. Attorneys will work through the full anchor negotiation menu — fee discounts, co-investment rights, carry splits, and management company equity — and learn how to choose between a founders’ class in the LPA and a confidential side letter. Attendees will leave with a practical decision framework for structuring anchor terms that preserve GP economics, satisfy institutional LP expectations, and survive Fund II without permanent givebacks.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Forming the Fund Inside the New Five-Basis-Point Organizational Expense Cap | Lindsay Karas Stencel | 3:40pm – 4:40pm

This session examines the practical legal and drafting consequences of ILPA’s May 2026 organizational expense guidance for attorneys forming sub-$250M first-time private equity funds. Attendees will learn how to structure the dual-cap provision, draft the 50/50 overage cost-sharing waterfall, and scope what falls inside versus outside the cap — including side letter negotiation costs. Attorneys leave with the tools to advise emerging managers on budget discipline, engagement letter strategy, and disclosure obligations under the new framework.