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

our company. In particular, our unitholders do not have the right to remove the BPY General Partner, to cause theBPY General Partner to withdraw from our company, to cause a new general partner to be admitted to ourpartnership, to appoint new directors to the BPY General Partner’s board of directors, to remove existingdirectors from the BPY General Partner’s board of directors or to prevent a change of control of the BPY GeneralPartner. In addition, except as prescribed by applicable laws, our unitholders’ consent rights apply only withrespect to certain amendments to our limited partnership agreement. As a result, unlike holders of common stockof a corporation, our unitholders will not be able to influence the direction of our company, including its policiesand procedures, or to cause a change in its management, even if they are dissatisfied with our performance.Consequently, our unitholders may be deprived of an opportunity to receive a premium for their units in thefuture through a sale of our company and the trading price of our units may be adversely affected by the absenceor a reduction of a takeover premium in the trading price.Our company is a Bermuda exempted limited partnership and it may not be possible for our investors to serveprocess on or enforce U.S. judgments against us.Our company is a Bermuda exempted limited partnership and a substantial portion of our assets arelocated outside the United States. In addition, certain of the directors of the BPY General Partner and certainmembers of the senior management team who will be principally responsible for providing us with managementservices reside outside of the United States. As a result, it may be difficult or impossible for U.S. investors toeffect service of process within the United States upon us or our directors and executive officers, or to enforce,against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions ofU.S. federal securities laws. We believe that there is doubt as to the enforceability in Bermuda, in original actionsor in actions to enforce judgments of U.S. courts, of claims predicated solely upon U.S. federal securities laws.Risks Relating to TaxationGeneralChanges in tax law and practice may have a material adverse effect on the operations of our company, theHolding Entities, and our operating entities and, as a consequence, the value of our assets and the net amountof distributions payable to our unitholders.Our structure, including the structure of the Holding Entities and our operating entities, is based onprevailing taxation law and practice in the local jurisdictions in which we operate. Any change in tax legislation(including in relation to taxation rates) and practice in these jurisdictions could adversely affect these entities, aswell as the net amount of distributions payable to our unitholders. Taxes and other constraints that would applyto our operating entities in such jurisdictions may not apply to local institutions or other parties, and such partiesmay therefore have a significantly lower effective cost of capital and a corresponding competitive advantage inpursuing acquisitions.Our company’s ability to make distributions depends on it receiving sufficient cash distributions from itsunderlying operations, and we cannot assure unitholders that we will be able to make cash distributions inamounts that are sufficient to fund their tax liabilities.Our Holding Entities and operating entities may be subject to local taxes in each of the relevant territoriesand jurisdictions in which they operate, including taxes on income, profits or gains and withholding taxes. As aresult, our company’s cash available for distribution is indirectly reduced by such taxes, and the post-tax return toour unitholders is similarly reduced by such taxes. We intend for future acquisitions to be assessed on acase-by-case basis and, where possible and commercially viable, structured so as to minimize any adverse taxconsequences to our unitholders as a result of making such acquisitions.In general, a unitholder that is subject to income tax in the United States or Canada must include inincome its allocable share of our company’s items of income, gain, loss, and deduction (including, so long as it is25