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

duties that are fiduciary in nature. As a result, the BPY General Partner, a wholly-owned subsidiary of BrookfieldAsset Management, in its capacity as our general partner, will have sole authority to enforce the terms of suchagreements and to consent to any waiver, modification or amendment of their provisions.Our limited partnership agreement and the Property Partnership’s limited partnership agreement containvarious provisions that modify the fiduciary duties that might otherwise be owed to our company and ourunitholders, including when conflicts of interest arise. These modifications may be important to our unitholdersbecause they restrict the remedies available for actions that might otherwise constitute a breach of fiduciary dutyand permit the BPY General Partner and the Property General Partner to take into account the interests of thirdparties, including Brookfield, when resolving conflicts of interest. See Item 7.B. “Major Shareholders andRelated Party Transactions — Related Party Transactions — Relationship with Brookfield — Conflicts ofInterest and Fiduciary Duties”. It is possible that conflicts of interest may be resolved in a manner that is not inthe best interests of our company or the best interests of our unitholders.Our organizational and ownership structure may create significant conflicts of interest that may be resolved ina manner that is not in the best interests of our company or the best interests of our unitholders.Our organizational and ownership structure involves a number of relationships that may give rise toconflicts of interest between us and our unitholders, on the one hand, and Brookfield, on the other hand. Incertain instances, the interests of Brookfield may differ from the interests of our company and our unitholders,including with respect to the types of acquisitions made, the timing and amount of distributions by us, thereinvestment of returns generated by our operations, the use of leverage when making acquisitions and theappointment of outside advisors and service providers, including as a result of the reasons described underItem 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions — Relationshipwith Brookfield”.Our arrangements with Brookfield have effectively been determined by Brookfield in the context of thespin-off and may contain terms that are less favorable than those which otherwise might have been obtainedfrom unrelated parties.The terms of our arrangements with Brookfield have effectively been determined by Brookfield in thecontext of the spin-off. These terms, including terms relating to compensation, contractual or fiduciary duties,conflicts of interest and Brookfield’s ability to engage in outside activities, including activities that compete withus, our activities and limitations on liability and indemnification, may be less favorable than those whichotherwise might have resulted if the negotiations had involved unrelated parties. The transfer agreements underwhich our assets and operations will be acquired from Brookfield prior to the spin-off do not containrepresentations and warranties or indemnities relating to the underlying assets and operations. Under our limitedpartnership agreement, persons who acquire our units and their transferees will be deemed to have agreed thatnone of those arrangements constitutes a breach of any duty that may be owed to them under our limitedpartnership agreement or any duty stated or implied by law or equity.The BPY General Partner may be unable or unwilling to terminate our Master Services Agreement.Our Master Services Agreement provides that the Service Recipients may terminate the agreement onlyif: (i) any of the Managers defaults in the performance or observance of any material term, condition or covenantcontained in the agreement in a manner that results in material harm to the Service Recipients and the defaultcontinues unremedied for a period of 60 days after written notice of the breach is given to such Manager; (ii) anyof the Managers engages in any act of fraud, misappropriation of funds or embezzlement against any ServiceRecipient that results in material harm to the Service Recipients; (iii) any of the Managers is grossly negligent inthe performance of its obligations under the Master Services Agreement and such gross negligence results inmaterial harm to the Service Recipients; or (iv) upon the happening of certain events relating to the bankruptcy orinsolvency of each of the Managers. The BPY General Partner cannot terminate the agreement for any otherreason, including if any of the Managers or Brookfield experiences a change of control, and there is no fixed term22