Principal Issues: Whether the particular partners of a UK LP (a) have indirect control over the voting power of Holdco held by the UK LP; (b) considered to indirectly own more that 10% of the shares and capital of Holdco; and (c) considered to be dealing at arm's length with Canco, a subsidiary of Holdco.
Position: (a) Only the general partner would be considered to control directly or indirectly at least 10% of the voting power in Holdco; (b) LP3 would be considered to indirectly own more than 10% of the capital of Holdco while LP1 would not exceed this threshold; (c) Likely yes, but it is a question of fact.
Reasons: (a) Consistent with prior views. (b) "directly or indirectly" modifies the ownership test. (c) It's a question of fact.