Cynthia Wells

Cynthia Wells

Cynthia Wells
New York
+1 212 459 7292

Cynthia Wells is a counsel in Goodwin’s Financial Services, Investment Management and Private Investment Funds practices with approximately 15 years of experience. In her practice, Ms. Wells:

  • Advises investment managers regarding SEC registration and regulatory, compliance and disclosure matters under the Investment Advisers Act of 1940;
  • Assists investment managers in SEC examinations;
  • Provides subject-matter expertise to financial institutions regarding investment manager and fund governance matters (including succession planning), transactions (including spinouts, mergers, acquisitions and reorganizations), and SEC investigations and enforcement proceedings; and
  • Drafts and negotiates on behalf of investment managers investment advisory and subadvisory agreements with separately managed account clients or other investment managers.


Ms. Wells’ recent representative engagements include advising:

  • All types and sizes of U.S. and non-U.S. investment managers regarding SEC-related regulatory matters (e.g., investment adviser registration/exemption analysis; preparation of registration or reporting forms and disclosure documents; formation and updating of compliance programs; analysis of complex regulatory matters, including regarding custody, advertising, principal transactions and other conflicts of interest; and SEC examinations);*
  • A real estate fund manager regarding its launch and lending platform;*
  • A private equity fund manager regarding matters pertaining to a potential acquisition;*
  • A non-U.S. adviser in negotiating an investment advisory agreement with a large U.S. pension plan;*
  • A large private fund adviser regarding succession planning;*
  • A large private fund and separately managed account adviser regarding custody matters;*
  • A large securitized asset manager in an internal investigation regarding inadvertent principal transactions;*
  • A robo-adviser regarding its launch, website and separately managed account-related matters;* and
  • A private fund manager regarding Advisers Act requirements in the complex bankruptcy of a portfolio company involving multiple investment managers.*

*Denotes experience prior to joining Goodwin

Professional Activities

Ms. Wells is a member of 100 Women in Finance and Women’s Investment Management Forum and has been a member of the Private Funds Committee of the New York State Bar Association.

Professional Experience

Prior to joining Goodwin in 2019, Ms. Wells practiced with the Investment Funds, Advisers and Derivatives group at Sidley Austin LLP.




Vanderbilt University Law School

(Editor, Vanderbilt Journal of Transitional Law)


Vanderbilt University

(cum laude)



  • New York


Presenter, “Custody Rule Basics and Conundrums,” Regulatory Compliance Association (November 13, 2018)