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Paul Hastings LLP

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Thomas Rao

Work (212) 318-6838
Paul Hastings LLP

Work Department



Private Investment Funds Investment Management


Thomas M. Rao is a partner in the Paul Hastings Corporate practice in New York. He concentrates his practice in the representation of private investment fund sponsors, managers and investors. His practice focuses on the structuring of funds, the offering of interests therein, and the negotiation and documentation of investments therein. He regularly addresses issues arising under corporate, partnership, securities (including blue sky and broker/dealer), investment management, ERISA and tax laws. Mr. Rao's practice includes the structuring and negotiation of joint ventures (including fund co-sponsorships) and capital commitment-backed subscription line credit facilities. He has significant experience in the organization of domestic and offshore partnerships and other investment vehicles, including private REITs and separate accounts. Mr. Rao advises major banks, investment managers and institutional investors, and negotiates fund structures and terms with leading domestic and foreign pension plans, foundations, endowments, insurance companies, funds of funds and other institutional investors. He has considerable experience in the structuring and negotiation of employment agreements and promote arrangements for investment management team members. Mr. Rao’s practice also includes representation of funds and investors in connection with the secondary sale of fund interests.


Hofstra University School of Law J.D. 1996 Hofstra University B.S. 1993

United States: Investment fund formation and management

Private equity funds (including venture capital)

Within: Private equity funds (including venture capital)

Paul Hastings LLP is noted for its strength in real estate private equity work, and in this space, Lawrence Hass advised on the formation of Sterling Value Add Partners III, which closed at $495m to invest in retail real estate and mixed-use properties. In another matter, Thomas Rao acted as counsel on the formation of Hillcrest Credit and Income Fund II, a debt fund investing in real estate assets. Joshua Sternoff continues to advise Artemis Real Estate Partners on the formation of two new funds. Yousuf Dhamee is adept at handling fund formation and regulatory matters, while Siobhan Burke has established expertise in acting for limited partner clients. Other than Burke and Dhamee in Los Angeles, the team is based in New York. Other clients include Apollo Capital Management and Morgan Stanley Alternative Investment Partners. Tram Nguyen left the firm for Mayer Brown in 2019.

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