In all SPVs that we create and operate, Roundtable will act as the manager of the SPV. Roundtable's powers are limited to purely administrative tasks and the partners (i.e. the investors) will be consulted for any decisions to be taken for the SPV's governance or the SPV's exercise of rights towards the company in which it invested (the "Target"; see also this article to know who is going to represent the SPV towards the target).
Here are a few examples of decisions that need to be taken by the investors :
any transformation or modification of the SPV's purpose (unanimity of investors taking part in the vote required);
any loans to be contracted or any possibility of recourse to debt (unanimity of investors taking part in the vote required);
any reinvestment of the gains made (if any) at the time of the sale of the securities in or distribution of dividends by the Target (unanimity of investors taking part in the vote required);
any commitment by the SPV for a value higher than 1000€ other than the investment in the Target (80% majority of investors taking part in the vote);
any modification of the agreement to be signed with the Target (+50% majority of investors taking part in the vote).
Consequently, even if Roundtable is the administrative manager of the SPV, all investors have day-to-day discretion and control over the affairs and management of the SPV.