Stephanie C. Thomas

Stephanie C. Thomas


Palo Alto, (650) 813-6328
San Francisco, (415) 268-7586


University of California, San Diego (B.A., 2000)
University of California, Los Angeles (J.D., 2003)

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Stephanie Thomas serves as the firm-wide co-chair of the firm's global Private Funds Group. She focuses her practice on private fund formation and operations, as well as regulatory compliance matters. Ms. Thomas has extensive experience representing U.S. domestic and global fund sponsors and institutional investors in connection with the formation of, and investments in, buyout funds, venture capital funds, secondary funds, debt funds, infrastructure funds, fund-of-funds, social impact funds and other private funds with a broad range of investment strategies.

Private Fund Sponsors. Ms. Thomas represents numerous fund sponsors and the management teams of private funds in the formation of their private funds, as well as ongoing fund operations, including upper-tier planning, parallel and feeder fund structures, alternative and offshore vehicles, securities law matters, ERISA compliance, transfers or sales of partnership interests, including secondary transactions, and other tax and regulatory matters.

With more than 15 years dedicated to the private funds practice, Ms. Thomas has considerable experience negotiating anchor investor arrangements, navigating cross-border fund matters, structuring co-investment and overage programs, representing firms and individual partners at the time of hire or departure (including involuntary removal), and the formation of feeder vehicles, parallel funds and special purpose vehicles. Ms. Thomas also advises U.S. and international companies in the structuring of their corporate venture capital programs.

Institutional Investors. Ms. Thomas has advised institutional investors in hundreds of private fund formations, involving foreign and domestic funds ranging in size from $40 million to $21 billion. These investors, including state and corporate pension funds, sovereign wealth funds, universities, fund-of-funds, insurance companies, and other institutional investors, have commitments ranging from $5 million - $600 million on a per-deal basis. Ms. Thomas has represented significant limited partner investors in 10 of the 15 largest private equity funds ever raised.

Investment Advisers. Ms. Thomas advises fund sponsors and other investment advisers on the principal aspects of the Investment Advisers Act and the Dodd-Frank Act. She assists her clients in navigating the regulatory landscape, including new state and federal registration requirements, exemption eligibility, compliance programs and ongoing compliance matters.

Ms. Thomas works in the firm's Palo Alto and San Francisco offices and is active in these business communities. She has been recognized for her fund work by leading publications, including Legal 500 US and Chambers USA, with sources describing her as “extremely knowledgeable in the fund formation space, very good to work with and thoughtful about the needs of her clients.”

Prior to joining the firm in 2005, Ms. Thomas was a member of the fund formation group in the Palo Alto office of Cooley LLP. She graduated from the University of California San Diego with a degree in Political Science/Public Law and received her J.D. from the University of California, Los Angeles School of Law. At UCLA, Ms. Thomas completed the school’s Corporate Law Program and served as Managing Editor of the UCLA Law Review.

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