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

• the same professionals within Brookfield’s organization who are involved in acquisitions ofcommercial property have other responsibilities within Brookfield’s broader asset managementbusiness. Limits on the availability of such individuals will likewise result in a limitation on theavailability of acquisition opportunities for us;• Brookfield may consider certain assets or operations that have both infrastructure relatedcharacteristics and commercial property related characteristics to be infrastructure and notcommercial property;• Brookfield may not consider an acquisition of commercial property that comprises part of a broaderenterprise to be suitable for us, unless the primary purpose of such acquisition, as determined byBrookfield acting in good faith, is to acquire the underlying commercial property;• legal, regulatory, tax and other commercial considerations will be an important factor indetermining whether an opportunity is suitable for us; and• in addition to structural limitations, the determination of whether a particular acquisition is suitablefor us is highly subjective and is dependent on a number of factors including our liquidity positionat the time, the risk profile of the opportunity, its fit with the balance of our business and otherfactors.The departure of some or all of Brookfield’s professionals could prevent us from achieving our objectives.We will depend on the diligence, skill and business contacts of Brookfield’s professionals and theinformation and opportunities they generate during the normal course of their activities. Our future success willdepend on the continued service of these individuals, who are not obligated to remain employed with Brookfield.Brookfield has experienced departures of key professionals in the past and may do so in the future, and wecannot predict the impact that any such departures will have on our ability to achieve our objectives. Thedeparture of a significant number of Brookfield’s professionals for any reason, or the failure to appoint qualifiedor effective successors in the event of such departures, could have a material adverse effect on our ability toachieve our objectives. Our limited partnership agreement and our Master Services Agreement do not requireBrookfield to maintain the employment of any of its professionals or to cause any particular professionals toprovide services to us or on our behalf.The control of the BPY General Partner may be transferred to a third party without unitholder consent.The BPY General Partner may transfer its general partnership interest in our company to a third party,including in a merger or consolidation or in a transfer of all or substantially all of its assets, without the consentof our unitholders. Furthermore, at any time, the sole shareholder of the BPY General Partner may sell or transferall or part of its shares in the BPY General Partner without the approval of our unitholders. If a new owner wereto acquire ownership of the BPY General Partner and to appoint new directors or officers of its own choosing, itwould be able to exercise substantial influence over our policies and procedures and exercise substantialinfluence over our management, our distributions and the types of acquisitions that we make. Such changes couldresult in our company’s capital being used to make acquisitions in which Brookfield has no involvement orwhich are substantially different from our targeted acquisitions. Additionally, we cannot predict with anycertainty the effect that any transfer in the ownership of the BPY General Partner would have on the trading priceof our units or our ability to raise capital or make investments in the future, because such matters would dependto a large extent on the identity of the new owner and the new owner’s intentions with regards to us. As a result,the future of our company would be uncertain and our financial condition and results of operations may suffer.Brookfield will not owe our unitholders any fiduciary duties under our Master Services Agreement or ourother arrangements with Brookfield.Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfieldany duty (statutory or otherwise) to act in the best interests of the Service Recipients, nor do they impose other21