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

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

Program Details

2026-06-03 13:00:00

Program Details

2026-06-03 13:00:00

Over 1,000+ webinars

2026-06-03 13:00:00

2 hours

Course Overview

Co-Investment Practice Has Outrun the Documents Lawyers Are Still Using

2026-06-03 13:00:00

Private equity co-investment volume has grown at a pace that has left most practitioners working from fund documents, side letter templates, and compliance frameworks never designed for the structures now dominating the market: continuation vehicles, GP-led secondaries with complex consent mechanics, NAV facilities layered against co-investor economics, and multi-sponsor club deals where antitrust exposure under the 2024 Merger Guidelines has changed what a joint bidding agreement can say. The SEC’s enforcement posture has shifted in parallel with allocation conflicts, Form ADV disclosure failures, and broker-dealer registration traps generating more than 130 enforcement actions against investment advisers in fiscal year 2024 alone. Attorneys who have not updated their working frameworks are advising clients on documents that carry exposure they have not mapped. This program covers co-investment origination mechanics, fiduciary duty obligations, the governance provisions that determine who control the outcome when a deal fractures, and the compliance architecture that survives an SEC examination. Attendees leave able to identify the allocation conflict before it becomes an enforcement matter and draft the governance provision before it becomes a dispute.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Allocation conflicts
How sponsors decide who gets co-investment access and what the LPA says.
02
Structural differences
Legal distinctions between co-investments and club deals, including inter-sponsor governance and joint bidding agreements.
03
Capital toolkit
When GP-led secondaries, continuation vehicles, and NAV lending replace co-investment vehicles.
04
Conflict architecture
How to draft for main fund versus co-investment vehicle conflicts and affiliate transaction breakdowns.
05
Exit mechanics
Deadlock-resolution design, drag/tag provisions, and unintended consent rights in multi-party vehicles.
06
ADV disclosures
Disclosure deficiencies that keep appearing in SEC deficiency letters for private fund advisers.

Program schedule

clock 1:00 pm - 2:00 pm EST

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

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 FranzeseDebra Franzese
Larissa R. MarcellinoLarissa R. Marcellino
clock 2:10 pm - 3:10 pm EST

When Deals Go Sideways and the Regulator Steps In

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 FranzeseDebra Franzese
Larissa R. MarcellinoLarissa R. Marcellino
Debra Franzese

Debra Franzese

Willkie Farr & Gallagher LLP

Larissa R. Marcellino

Larissa R. Marcellino

Willkie Farr & Gallagher LLP

Debra Franzese

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 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

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.
Debra Franzese

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 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

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.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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

10,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Approved
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Pending
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Approved
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs