Private Equity Co-Investments Under Fire: Structuring Deals, Governing Conflicts, and Surviving SEC Scrutiny

Debra Franzese, Partner | Willkie Farr & Gallagher LLP

Debra Franzese is a partner in the Asset Management Department at Willkie Farr & Gallagher LLP, where she advises sponsors and managers of private investment funds across the full spectrum of fund types and structures. Her practice is distinguished by its dual focus on fund formation and regulatory compliance, combining deep transactional experience with command of the evolving SEC regulatory landscape governing private fund advisers. She is consistently recognized among the leading women practitioners in private funds nationally.

• Education & Credentials

Debra earned her J.D., magna cum laude, from American University, Washington College of Law in 2008, and her B.A., summa cum laude, from Stockton University in 2005. She is admitted to the Bar in New York.

• Recognition & Leadership

Debra is consistently recognized among the foremost women practitioners in private funds nationally. She has been named to the Kayo Top 25 in ’25 Women in Private Funds, featured in The Hedge Fund Journal’s “Private Markets: 50 Women Leaders” (2024) and “50 Leading Women in Hedge Funds” (2023), and recognized by Who’s Who Legal for Private Funds Formation (2024). She is also listed in the Legal 500 U.S. for both Alternative/Hedge Funds (2024) and Private Equity Funds Including Venture Capital (2023), and has been designated “Highly Regarded” by the IFLR1000 for Hedge Funds and Private Equity Funds (2023).

• Professional Involvement

Debra is an active contributor to the private funds industry, speaking regularly at leading conferences including the IAA Compliance Conference, AIMA events, and programs hosted by IFI Global, Simmons & Simmons, and the Regulatory Compliance Association. She co-authored a 2026 article in The Investment Lawyer on SEC oversight priorities for private investments and contributed to the International Comparative Legal Guide on ESG for private fund advisers. She is a member of AIMA and engages regularly with practitioners across the hedge fund and private equity fund communities.

• Experience

Debra advises sponsors and managers of private investment funds on the formation and structuring of hedge funds, private equity funds, co-investment vehicles, funds of funds, commodity pools, and hybrid funds, including domestic and offshore structures and separately managed accounts. She also counsels U.S. and non-U.S. investment advisers on SEC registration, compliance program development, co-investment and allocation policies, regulatory filings, and examination assistance.

Larissa R. Marcellino, Partner | Willkie Farr & Gallagher LLP

Larissa R. Marcellino is a partner in the Asset Management and Corporate & Financial Services Departments at Willkie Farr & Gallagher LLP, where she also serves as Chair of the firm’s Professional Development Committee. She advises private capital sponsors and stakeholders on a broad range of strategic transactions and complex initiatives, bringing a distinctive combination of BigLaw transactional experience and in-house general counsel perspective to every engagement. Legal 500 (2024) notes client praise for her “quarterback role” in the private equity funds category.

• Education & Credentials

Larissa earned her B.C.L. and LL.B. from McGill University in 2011, and her B.A. from McGill University in 2008. She is admitted to the Bar in New York and Massachusetts.

• Recognition & Leadership

Larissa is recognized by the 2025 Lawdragon 500 X — The Next Generation in Private Equity and Asset Management, and has been named a New York Super Lawyers Rising Star five times (2017, 2018, 2023, 2024, and 2025). Legal 500 (2024) recognized her in the private equity funds category, with clients specifically praising her leadership and coordination across complex multi-party transactions.

• Professional Involvement

Larissa is a member of the New York City Bar Association Private Investment Funds Committee and serves on the board of TADA! Youth Theater. She speaks regularly at industry events, including a 2025 Strafford webinar on private equity and antitrust enforcement under the new HSR rules, and co-authored a March 2026 article in The Investment Lawyer on SEC oversight priorities for private investments alongside a 2025 Buyouts piece on key alignment considerations for investors in continuation funds.

• Experience

Larissa advises private capital sponsors on fund formation across private equity, venture capital, credit, and fund of funds strategies, as well as GP-led transactions, continuation funds, liquidity solutions, spin-out transactions, GP stake sales, and joint ventures. She also counsels on management company arrangements, carried interest and incentive plans, succession planning, co-investment matters, and related regulatory and compliance considerations. Prior to joining Willkie in 2022, she served as General Counsel of Aquiline Capital Partners, where she advised on fund formation, regulatory, co-investment, and M&A matters across private equity, venture, and credit strategies.

SESSION 1 – The Deal Behind the Deal: Origination, Structure, and Governance | 1:00pm – 2:00pm

Attorneys examine how co-investment opportunities originate and how allocation decisions are made, covering the capital toolkit from co-investments and club deals to GP-led secondaries and NAV lending, alongside the fiduciary duty obligations and governance provisions that hold under stress.

BREAK | 2:00pm – 2:10pm

SESSION 2 – When Deals Go Sideways and the Regulator Steps In | 2:10pm – 3:10pm

Practitioners work through conflict architecture, exit rights, deadlock mechanics, and the side letter cascade, then turn to current SEC examination priorities, post-Fifth Circuit enforcement patterns, Form ADV failures, and what a defensible co-investment compliance program looks like in practice.