Gregory Larkin

Greg Larkin is a partner in Goodwin’s Financial Services group and Private Investment Funds practice. He focuses his practice on providing regulatory and compliance advice to financial services firms, particularly investment advisers and sponsors of private investment funds and other pooled investment vehicles, including private equity funds, hedge funds, real estate funds, private credit funds, and infrastructure funds. He has worked primarily on regulatory issues relating to the Investment Advisers Act of 1940 and the Investment Company Act of 1940 in the context of investment adviser registration, regulation and reporting, private fund formation, SEC examinations, mergers and acquisitions, and financing transactions.

He has substantial experience assisting firms with respect to regulatory and compliance issues under the Advisers Act with respect to the “anti-fraud provisions” and the related conflicts of interest and the fiduciary duty issues; the Custody Rule, the Marketing Rule (formerly the Advertising Rule), and the Pay-to-Play Rule; the development and tailoring of compliance policies and procedures; principal and cross-transactions involving private funds; private fund sponsors relying on the venture capital fund adviser or the private fund adviser exemptions; the structuring of non-US private fund sponsors and other investment management firms (with and without a US affiliate or presence), including Unibanco participating affiliate arrangements; joint ventures and staking deals involving US and non-US investment management firms; SPACs (and their sponsors); Advisers Act status issues in reinsurance and other insurance structures; Advisers Act status issues (and other related federal securities law issues) relating to non-traditional or other investment firms that may not be investing in “securities”; and Advisers Act status issues (and other related federal securities law issues) for family offices. He also has substantial experience with respect to the exemptions under the Investment Company Act relating to private investment fund formation, including funds relying on the traditional exemptions in Sections 3(c)(1) and 3(c)(7) as well funds relying on other exemptions for real estate funds and oil and gas funds; “status” issues in financing transactions or securities offerings or in other situations; liquidating trusts; employees’ securities companies (ESCs); and Volcker Rule “covered fund” issues for banks and insurance companies. He also has substantial experience with respect to the application of the Securities Act of 1933 to private investment funds offering their interests in private placements inside the US and outside the US, including both with respect to offerings with and without a general solicitation.

He has co-authored numerous articles, presentations and client updates, made presentations and given trainings on a wide range of investment management regulatory topics. He also participated in the preparation of comment letters regarding rulemaking on a variety of topics, including investment adviser regulations, private placement regulations, the Volcker Rule, family offices, and systemically significant nonbank financial companies.

• Top Harvest Capital on its closing of its second fund, Top Harvest Fund 2, LP
• Fairfield Residential Holdings LLC (“Fairfield”) on the second closing of its multifamily, value-add fund
• TA Associates on its closing of its fifteenth flagship fund
• Charlesbank Capital Partners, LLC (“Charlesbank”), on its sixth closing of its second technology fund
• Eightfold Real Estate Capital, L.P. (“Eightfold”), on the initial closing of its sixth commercial mortgage-backed securities fund
• Charlesbank Capital Partners, LLC (“Charlesbank”), on its sixth closing of its third credit fund
• Charlesbank Capital Partners, LLC (“Charlesbank”), on its fifth closing of its second technology fund
• Founders Circle Capital on the final closing of its fourth fund, Founders Circle Capital IV, L.P.
• HEAL Capital, an Australia based private equity firm, on closing its commitments in its second fund
• MSD Partners, L.P., a leading investment firm that deploys capital on behalf of Dell Technologies founder and CEO, Michael Dell, and his family office, on the initial closing for its new real estate hospitality fund, MSD Hospitality Partners, L.P. (“MSD Partners”)
• TA Associates, on its sixth and final closing for TA Debt Fund V, L.P. (the “Fund”)
• Lowkey Services Company, Ltd. on the first closing of its venture capital fund Atypical Ventures II, L.P.
• Castle Creek Launchpad Fund I, LP on its first closing
• Gaingels 10X Capital Diversity GP I, LLC on the second closing for Gaingels 10X Capital Diversity Fund I, LP
• A global asset management company in its strategic partnership with Centre Lane Partners*
• J.C. Flowers and AmeriLife Group in the sale of AmeriLife to Thomas H. Lee Partners*
• AIA Group in its offering of subordinated fixed rate securities, due in 2040. The offering was named “Bond Deal of the Year” by FinanceAsia in its annual Achievement Awards*
• The Carlyle Group in its acquisition, with T&D; Holdings, of a majority interest in Fortitude Re*
• AXA and AXA Equitable Holdings on the initial public offering of AXA Equitable Holdings on the New York Stock Exchange and AXA Equitable Holdings in its offering and sale of senior notes*
• Ambac Assurance Corporation, a Wisconsin domiciled insurance company, in a holistic restructuring transaction that involved three exchange offers of existing debt securities and other payment obligations for newly-issued debt securities, as well as a new-money financing collateralized by the future proceeds of certain litigation claims against RMBS originators*
• Two investors in their joint acquisition of Chesapeake Asset Management, a New York-based investment advisor*
• American Investment Council in the implementation of the regulatory changes affecting the private equity industry as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act*
• The D. E. Shaw Group, a global investment and technology development firm, in the sale of a 20% equity interest in the management companies of The D. E. Shaw Group previously owned by Lehman Brothers to an entity managed by Hillspire, the family office that serves as the investment vehicle for Google Executive Chairman Eric Schmidt and his family*
• Baring Private Equity Asia, in the formation of Baring Asia Private Equity Fund VI, a pan-Asia private equity fund*
• Guardian Life in its sale of RS Investments to Victory Capital*
• Kelso & Company in its acquisition with Estancia Capital Management of American Beacon*
• MBIA in its sale of Cutwater Asset Management, an investment management company to BNY Mellon*
• New York Life Investments in its acquisition of a majority interest in Private Advisors, a manager of private equity and hedge funds*
• FNBNY Bancorp and its sponsor, Modern Capital Partners, in FNBNY’s acquisition of Madison National Bancorp and its subsidiary, Madison National Bank*
• The Carlyle Group, Clayton, Dubilier & Rice, EIG Global Energy Partners, EQT, Global Infrastructure Partners, HarbourVest Partners, Kelso & Company, OEP Capital Advisors, Morgan Stanley, Providence Equity Partners, and Stone Point Capital with respect to regulatory and compliance advice*

*Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Greg was most recently a counsel at Debevoise & Plimpton in the Investment Management Group, based in the Washington, DC office.

Greg has been selected for inclusion in The Legal 500 US 2022.

• Quoted, “SEC Set to Require Fund Advisers to Disclose Performance, Fees, Expenses,” The National Law Journal, Aug. 22, 2023
• Quoted, “Hedge Funds Prepare for Legal Battle With SEC Over Fee Disclosures,” Bloomberg, Aug. 14, 2023
• Quoted, “Marketing rule opens door to ESG enforcement,” Regulatory Compliance Watch, May 25, 2023
• Quoted, “‘Prudential’ shift seen behind Form PF rules,” Regulatory Compliance Watch, May 12, 2023
• Quoted, “Form PF: practice tips,” Regulatory Compliance Watch, May 12, 2023
• Quoted, “Valuations: Practice tips for compliance,” Regulatory Compliance Watch, April 21, 2023
• Quoted, “PF’s ‘witches brew’: cash crunch, marketing rule,” Regulatory Compliance Watch, March, 17, 2023
• Quoted, “SEC scrutiny should have you on high alert,” Venture Capital Journal, February 3, 2023
• Author, “SEC hit at least seven VC firms with enforcements last year,” Venture Capital Journal, February 1, 2023
• Quoted, “More reaction to SEC IA ad rule FAQ,” Regulatory Compliance Watch, January 26, 2023
• Quoted, “Concerns, Criticisms and Critiques of the Practical Impact of the SEC’s Proposed Rules for Overseeing Service Providers (Part Two of Two),” Private Equity Law Report, December 15, 2022
• Quoted, “SEC Proposes New Diligence, Monitoring and Recordkeeping Standards for Overseeing Service Providers (Part One of Two),” Private Equity Law Report, December 1, 2022
• Quoted, “Ad rule threatens ‘good government’,” Regulatory Compliance Watch, October 28, 2022
• Quoted, “PFs and the ad rule: Practice tips,” Regulatory Compliance Watch, October 28, 2022
• Quoted, “SEC shatters PF enforcement record,” Regulatory Compliance Watch, September 30, 2022
• Co-Author, “Newly Appointed Federal Watchdogs Warn they are Focused on Private Funds,” Goodwin Client Alert, April 07, 2022
• Co-Author, “SEC Proposes New Rules Applicable to SPACs And Certain Reverse Mergers,” Goodwin Client Alert, March 31, 2022
• Co-Author, “SEC Cybersecurity Rules Target Investment Advisers and Investment Companies,” Goodwin Client Alert, February 10, 2022
• Co-Author, “SEC’s Spring 2021 Agenda,” The CLS Blue Sky Blog, Columbia Law School's Blog on Corporations and the Capital Markets, 2021
• Co-Author, “It’s Time to Take Credential Stuffing Seriously,” Compliance & Enforcement Blog, sponsored by NYU Law's Program on Corporate Compliance and Enforcement, 2020
• Co-Author, “SEC’s Proposed Changes to Advertising Rule,” The CLS Blue Sky Blog, Columbia Law School's Blog on Corporations and the Capital Markets, 2019
• Co-Author, “Registration under the Investment Advisers Act of 1940: Who is an Investment Adviser?,” PLI: Fundamentals of Investment Adviser Regulation, 2016
• Co-Author, “What will the “Eyes and Ears” of the SEC choose to see and hear this year? OCIE announces examination priorities for 2015,” Journal of Investment Compliance, 2015
• Co-Author, “Expense allocation: the SEC brings down the hammer,” Journal of Investment Compliance, 2015
• Co-Author, “An Important Interpretation Of The Volcker Rule,” Law360, 2015
• Co-Author, “Options Under the Volcker Rule for Banks to Sponsor Private Equity and Hedge Funds,” Banking Law Journal, 2014
• Co-Author, “Options Under the Volcker Rule for Bank Investment in Unaffiliated Private Equity and Hedge Funds,” Hedge Fund Law Report, 2014
• Co-Author, “SEC Risk Alert Discusses When Social Media Interactions May Constitute Prohibited Hedge Fund Client Testimonials,” Private Equity Law Report, 2012
• Co-Author, “The Volcker Rule Proposals on Bank Investments in Private Funds,” Harvard Law School Forum on Corporate Governance, 2011