FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

The acquisition, ownership and disposition of real property expose us to certain litigation risks whichcould result in losses, some of which may be material. Litigation may be commenced with respect to a propertywe have acquired in relation to activities that took place prior to our acquisition of such property. In addition, atthe time of disposition of an individual property, a potential buyer may claim that it should have been affordedthe opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expensesincurred or statutory damages for misrepresentation relating to disclosures made, if such buyer is passed over infavor of another as part of our efforts to maximize sale proceeds. Similarly, successful buyers may later sue usunder various damage theories, including those sounding in tort, for losses associated with latent defects or otherproblems not uncovered in due diligence. We may also be exposed to litigation resulting from the activities ofour tenants or their customers.We participate in transactions and make tax calculations for which the ultimate tax determination may beuncertain.We participate in many transactions and make tax calculations during the course of our business forwhich the ultimate tax determination is uncertain. While we believe we maintain provisions for uncertain taxpositions that appropriately reflect our risk, these provisions are made using estimates of the amounts expected tobe paid based on a qualitative assessment of several factors. It is possible that liabilities associated with one ormore transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authoritieswhich may materially affect our financial condition and results of operations.Risks Relating to Our Relationship with BrookfieldBrookfield will exercise substantial influence over us and we are highly dependent on the Managers.Brookfield is the sole shareholder of the BPY General Partner. As a result of its ownership of the BPYGeneral Partner, Brookfield will be able to control the appointment and removal of the BPY General Partner’sdirectors and, accordingly, exercise substantial influence over us. In addition, the Managers, wholly-ownedsubsidiaries of Brookfield Asset Management, will provide management services to us pursuant to our MasterServices Agreement. Our company and the Property Partnership do not currently have any senior managementand will depend on the management and administration services provided by the Managers. Brookfield personneland support staff who provide services to us are not required to have as their primary responsibility themanagement and administration of our company or the Property Partnership or to work exclusively for either ourcompany or the Property Partnership. Any failure to effectively manage our business or to implement ourstrategy could have a material adverse effect on our business, financial condition and results of operations.Brookfield has no obligation to source acquisition opportunities for us and we may not have access to allacquisitions of commercial properties that Brookfield identifies.Our ability to grow will depend in part on Brookfield identifying and presenting us with acquisitionopportunities. We were established by Brookfield Asset Management as the primary entity through whichBrookfield Asset Management will own and operate its commercial property businesses on a global basis.However, Brookfield has no obligation to source acquisition opportunities specifically for us. In addition,Brookfield has not agreed to commit to us any minimum level of dedicated resources for the pursuit ofacquisitions of commercial property other than as contemplated by our Master Services Agreement. There are anumber of factors which could materially and adversely impact the extent to which acquisition opportunities aremade available to us by Brookfield.For example:• Brookfield will only recommend acquisition opportunities that it believes are suitable for us;20