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Thomas C. Sima


I am a New York and Florida licensed attorney specializing in cross-border transactions.  I started my career in the New York and Hong Kong offices of Shearman & Sterling, where I worked primarily on matters in international finance, mergers & acquisitions and corporate governance.  I now have over 20 years of experience working with international clients, primarily from the former Soviet Union and East Asia, and I have represented clients in a broad range of activities, from oil & gas to investment funds.  I work with a trusted group of colleagues to ensure that, together, we can provide legal services in all areas of specialization around the globe without sacrificing the unique level of communication that my clients have come to expect.  I often compose legal documents in English and in Russian, and I am comfortable reviewing documents in several other languages.




New York State Bar

Florida State Bar

United States District Court for the Southern District of New York

United States District Court for the Eastern District of New York




Duke University School of Law, Durham, NC

J.D. (cum laude), May 1999

LL.M. in International and Comparative Law, May 1999


Thesis Topic: “Estate Tax Optimization of Offshore Asset Protection Trusts”


Attended the Duke Law School’s Institute of Transnational Law at Hong Kong University, Hong Kong S.A.R., China in Summer 1997


University of North Carolina, Chapel Hill, NC

A.B. in Russian Language and Literature, May 1996 (Phi Beta Kappa)


Overseas Study: Rostov State University, Rostov-na-Donu, Russia, Summer 1994 and Spring 1995 semesters




English (native), Russian (fluent), Mandarin Chinese, French, German, Italian, Spanish

Contact Information
Phone: (212) 796-6661

Areas of Expertise


Corporate Governance.  I prepare corporate governance and maintenance documents, including formation documents, resolutions, employment agreements, option agreements, voting agreements, and investor rights agreements.  My corporate governance work creates ongoing relationships with corporate clients and permits me to better advise them on larger transactions.


Mergers and Acquisitions.  I have experience with a wide variety of transactions, including asset sales, joint ventures and strategic mergers for a variety of companies, including those in the oil & gas, wood, and telecommunications industries.   My clients are consistently able to achieve their objectives even in complex legal and commercial environments with our assistance.


Bank Finance.  I can provide advice to clients in a variety of financings including secured and unsecured loans, syndicated credit agreements, convertible debt, credit facilities and more complicated arrangements.  By creating tailored solutions to clients’ needs, I am able to minimize risk when capital is being invested worldwide.

Capital Markets.  I have worked extensively with private placements of securities, option plans, delistings and filings with the SEC.  In preparing offering documentation I work with clients to ensure that a maximum of transparency is being provided and look to identify problems before they arise.


Private Equity.  The firm has extensive experience in cross-border fund formation and maintenance, including the creation of multi-tiered funds and fund of funds structures.  Ongoing work includes analysis of portfolio investment documents and diligence of potential investments.


Commercial Real Estate.  I am fully familiar with the issues concerning long term building leases, triple net leases, building and development purchases and the financing surrounding the same.  The firm has a proven track record of working to move complex transactions forward to assist clients in real estate acquisitions.


Taxation.  Every matter is analyzed from the perspective of the taxation consequences to the client.  By drawing on a wealth of experience in cross-border legal practice, I am able to identify potential issues and proposed solutions for a variety of tax issues that arise in structuring international transactions.  I also work with specialists in particular areas of tax law as needed.


Oil and Gas.  I have been involved in legal structuring of oil and gas transactions since 2000 and have participated in project finance deals (both upstream and downstream) and acquisitions, particularly in Russia and Kazakhstan.  My experience with the regulatory environment and development of production fields allows me to foresee potential issues when proposing new structures for clients.

Business Litigation.   I focus on commercial litigation for clients, with experience in Federal and state courts.  With admission to the Federal District Courts for the Southern District of New York and the Eastern District of New York, I can bring and defend lawsuits relating to securities traded on the New York Stock Exchange or NASDAQ.


International Focus.  I have worked for over 20 years with clients from the former Soviet Union, including Russia, Belarus, Ukraine, Kazakhstan and the Baltic Republics.  I also have strong contacts in the primary offshore markets and can assist in creating onshore/offshore investment vehicles, offshore asset protection trusts and holding entities for clients.


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