SECURITIZATION - LUX.

ABC can act both as GP and as an LP itself This is clear , so ABC could contribute as a seeder/joint ventures with other LPs in each fund,  Instead of setting up an operating company, she would rather set up an SLP for each project or pool of projects with the same co-investor/partner, right? Correct, but also potentially the partners/co-investors/LPs could vary from SCSp to SCSp, as well as percentages. Since ABC would use the GP for several projects and thus none of these partners would have a voice in the GP, where would the voice and participations of these partners be defined? As I understood, her partners would like to hold an equity stake on these projects. Limited Partners do have a voice on the choice of investments of the SCSp as a very specific and restrictive investment policy, limiting the investment discretionality of the GP and specifying what the SCSps can and cannot invest in (it can go to as much detail as defining the name of each intended underlying investment), can indeed be defined in the Limited Partnership Agreement ("LPA"). Of course you could also have  an LPA with a very generic investment policy, which only mentions the overall asset class for inevstment and them leave up to the GP the discretion in terms of the specific investments. This mechanism of determining at SCSp 'fomation' the investment policy of the parntership would effectively allow various potential LPs, each potentially with different voting rights, to have a say in the SCSp's investments, plus of course the various LPs have the economical rights linked to the profitability of the investments made by the SCSp. An additional feature you could have on a SCSp, normally when the LPA is not very precise, is to name an Investment Committee that can veto on investment decisions of the GP, but as i Said if the LPA is done well and the investment wishes of the various LPs is already expressed clearly there, you do not really need this extra body.

What the LPs will nenevr have in a GP-LP structure, unfortunately, is the overall management/governance of the SCSp, which will always lies with the GP. I am referring not necessarily to investments but to the management of the SCSp to allow the fulfilment of its fiscal and legal obligations (i.e. it will be the GP to respond for a missed tax return).

which then invests directly in the projects. I still see no need for her to create further layers.   Wouldn't the family office see that the co-partners from the Balkans or Singapore are in the driving seat or how would this be solved? This is ABC's ablsolute #1 concern. If the co-partners remain unseen, then we really don't need another layer. This is why it may make more sense for the family office to be an LP rather than simply a creditor and why I suggested this is actually discussed with the family office itself, to let them know pros and cons of the LP vs creditor options.