The Takeovers Panel has released an article, Limited Partnerships and Control of Code Company Voting Rights,  which gives its general views about who controls the voting rights in a Code company that are held by a limited partnership.

It notes that limited partnerships are are increasingly common in New Zealand, including as investment vehicles that acquire or otherwise hold or control shares in Code companies.

The Panel says the article reflects an evolution of its thinking and should be read in replacement of the article “Limited Partnerships and Control of Code Company Voting Rights” in CodeWord 30.

"Further, the question of control will turn on the relevant facts and circumstances of each particular case. Factors that might cause the Panel to form a different view from the general views set out [in the article] include (but are not limited to):

• the terms of the partnership agreement or other arrangements between the parties; and
• how the limited partners, the general partner and their related parties act and relate to each other in practice.

"Accordingly, advisers should turn their minds to how the Code applies in each particular case," it says.