Gregory Larkin

Gregory Larkin

Gregory Larkin
Washington, DC
+1 202 346 4318

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.

Professional Experience

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




New York University School of Law

(magna cum laude)
(Order of the Coif, Pomeroy Scholar, Florence Allen Scholar, Articles Editor of the NYU Law Review)

BSEOperations Research & Financial Engineering2002

Princeton University

(summa cum laude)
(Tau Beta Pi and Sigma Xi Honor Societies) Certificates (Minors) in Finance and Computer Science



  • District of Columbia

Recognition & Awards

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