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

2026-06-03 13:00:00

2 hours

2026-06-03 13:00:00

2 Credits

Master co-investment structures, spot governance failures before they become disputes, and decode current SEC enforcement priorities in one focused, deal-driven session built for practitioners who work these transactions.

2026-06-03 13:00:00

2 hours

Master co-investment structures, spot governance failures before they become disputes, and decode current SEC enforcement priorities in one focused, deal-driven session built for practitioners who work these transactions.

2026-06-03 13:00:00

2 hours

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

Key topics that will be covered

What will you learn

Attorneys will learn how co-investment transactions originate, how allocation decisions are made, and what the SEC is currently examining for in private fund advisers.

What will you gain

Attorneys walk away with practical tools they can immediately apply, whether advising sponsors structuring the deal or LPs evaluating the opportunity.

Allocation conflicts
How sponsors decide who gets co-investment access and what the LPA says.
Structural differences
Legal distinctions between co-investments and club deals, including inter-sponsor governance and joint bidding agreements.
Capital toolkit
When GP-led secondaries, continuation vehicles, and NAV lending replace co-investment vehicles.
Conflict architecture
How to draft for main fund versus co-investment vehicle conflicts and affiliate transaction breakdowns.
Exit mechanics
Deadlock-resolution design, drag/tag provisions, and unintended consent rights in multi-party vehicles.
ADV disclosures
Disclosure deficiencies that keep appearing in SEC deficiency letters for private fund advisers.

What will you learn

Attorneys will learn how co-investment transactions originate, how allocation decisions are made, and what the SEC is currently examining for in private fund advisers.

What will you gain

Attorneys walk away with practical tools they can immediately apply, whether advising sponsors structuring the deal or LPs evaluating the opportunity.

Agenda

SESSION 1

The Deal Behind the Deal: Origination, Structure, and Governance

SESSION 2

When Deals Go Sideways and the Regulator Steps In

clock 1:00 pm - 2:00 pm EST

The Deal Behind the Deal: Origination, Structure, and Governance

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

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.

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

clock 2:10 pm - 3:10 pm EST

When Deals Go Sideways and the Regulator Steps In

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

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.

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

01 02
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

Debra Franzese

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 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.

Debra Franzese

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 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.

Larissa R. Marcellino

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.

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Ability to Ask Questions During
the Presentation via a Chat Box
Included
Attend "Live" Re-Broadcasts Included
Exclusive Partner Webinars & Events
Special credits (Ethics, Elimination
of Bias, etc.)
Instant Certificates After Completion
Personalized CLE Platform
Live Conferences
Bootcamps

Why Attend

Why this 
program matters

Attorneys who lack fluency in co-investment structuring, fund governance, and current SEC enforcement priorities leave clients exposed at every stage of the deal from origination through exit.
51%
increase in secondary market transaction volume over the prior comparable period confirms that co-investment and continuation vehicle structuring has become one of the fastest-growing areas of private fund practice.
$528M+
in SEC penalties, for recordkeeping failures alone, signals that no aspect of a private fund adviser’s operation is outside enforcement reach.
$150B
in outstanding NAV loans today, already on a path to $600 billion by 2030, makes fund-level borrowing documentation and LP disclosure a must-know for PE fund counsel.
57%
rise in private equity deal value year-over-year, paired with a 15% increase in deal volume, means attorneys advising on co-investment structures, allocation conflicts, and governance rights are navigating a transaction environment more demanding than any in recent memory.

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