Legal Question in Business Law in Delaware

Hedge fund question

I'm interested in setting up an investment management corporation as an LLC. And then establish a hedge fund as an LP within that LLC.

However, eventually, I would also like to branch out into mutual funds and other services such as investment banking.

Can I establish a Holding company as an Inc. to house all the entities??

Fidelity is incorporated as FMR Corp. and The Schwab Corporation and they do similar things as I would like to do.

The following is an example corporate chart:

Aries Holding Inc.

- Aries Capital Management, LLC

- Aries Fund, L.P.

- Aries Securities Inc. (Investment Bank)

- Aries Mutual Funds, LLC

- Aries Growth Fund, L.P.


Asked on 6/19/05, 10:39 am

2 Answers from Attorneys

Zedrick Braden III Ainsworth & Associates PC

Re: Hedge fund question

Hello. My answer is yes. In my opinion you can

establish a "holding" company to house all of the

other entities. As long as there is full disclosure (Federal and State requirements) there

should be no problem. Of course I do not have all of the details from your inquiry, but I will

be happy to answer any additional questions that

you might have.

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Answered on 6/19/05, 10:04 pm
Pamela Belyn Much Shelist

Re: Hedge fund question

The structure of each venture is your choice with full disclosure to the appropriate regulatory body. However, you should keep in mind the tax consequences of each entity as well as its liability purpose. Aries for example has segregated each business function into a different entity. Each of those entities is structured to pose the least amount of liability and tax to the parent. Those business functions with the most liability should be held by the parent in such a manner to decrease liability. For example an entity whose sole function is to act as general partner with the parent holding a significant limited partner interest, etc. Alternatively, an llc where the parent holds it membership interest with another entity to spread the risk. Please do not hesitate to contact me to further discuss the implications of corporate structure.

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Answered on 6/20/05, 8:35 am


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