Greg Larkin’s practice focuses on regulatory and compliance advice to private fund sponsors and investment advisors and other pooled investment vehicles, including private equity funds, hedge funds, real estate funds, private credit funds, venture capital funds, crypto 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 advisor registration, regulation and reporting, private fund formation, SEC examinations, mergers and acquisitions, and financing transactions. He has advised private fund sponsors of all sizes investing in a variety of asset classes, including, among other strategies, private equity, private credit, real estate, real estate debt, venture capital, hedge, secondaries, crypto and other digital assets, litigation finance, and infrastructure, as well as continuation vehicles, co-investment funds, and single asset and other special purpose vehicles. He also assisted a variety of other types of investment advisors, including robo advisors and other fintech firms, family offices, portfolio managers of high-net-worth individuals and institutions, and investment management affiliates of banks, insurance companies, and other financial institutions.

He assists clients with respect to regulatory and compliance issues under the Advisers Act regarding the “anti-fraud provisions” and the related conflicts of interest and the fiduciary duty issues; Form ADV, Form PF and other regulatory filings; 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 (including involving continuation vehicles); private fund sponsors relying on the venture capital fund advisor or the private fund adviser exemptions; the structuring of non-U.S. private fund sponsors and other investment management firms (with and without a U.S. affiliate or presence), including Unibanco participating affiliate arrangements; joint ventures and staking deals involving U.S. and non-U.S. 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 real estate, nontraditional, or other investment firms that may not be investing in “securities”; the use of artificial intelligence by investment advisors; and Advisers Act status issues (and other related federal securities law issues) for family offices.

Greg has advised on 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 extensive experience advising on the application of the Securities Act of 1933 to private investment funds offering their interests in private placements inside the U.S. and outside the U.S., including with and without a general solicitation under Rule 506(c) of the Securities Act.

He has participated in the preparation of numerous comment letters regarding rulemaking on a variety of topics, including investment adviser regulations, private placement regulations, anti-money laundering regulations concerning investment advisors, the Volcker Rule, family offices, and systemically significant nonbank financial companies.

Greg joined the firm as a partner in 2026 from another major international law firm.

Read More

Notable Experience (including those prior to joining Cleary)

  • Top Harvest Capital in the closing of its second fund, Top Harvest Fund 2 LP.

  • Fairfield Residential Holdings in the second closing of its multifamily, value-add fund.

  • TA Associates in the closing of its 15th flagship fund.

  • Charlesbank Capital Partners in the fifth and sixth closings of its second technology fund and the sixth closing of its third credit fund.

  • Eightfold Real Estate Capital in the initial closing of its sixth commercial mortgage-backed securities fund.

  • Founders Circle Capital in the final closing of its fourth fund, Founders Circle Capital IV L.P.

  • HEAL Capital, an Australia-based private equity firm, in closing its commitments of its second fund.

  • MSD Partners, a leading investment firm that deploys capital on behalf of Dell Technologies founder and CEO Michael Dell and his family office in the initial closing of its new real estate hospitality fund, MSD Hospitality Partners.

  • TA Associates in the sixth and final closing of TA Debt Fund V.

  • Lowkey Services Company in the first closing of its venture capital fund Atypical Ventures II.

  • Castle Creek Launchpad Fund I in its first closing.

  • Gaingels 10X Capital Diversity GP I in the second closing of Gaingels 10X Capital Diversity Fund I.

See More

Publications

Co-author, “SEC hit at least seven VC firms with enforcements last year,” Venture Capital Journal, February 1, 2023

Co-author, “SEC’s Spring 2021 Agenda,” The CLS Blue Sky Blog, Columbia Law School’s Blog on Corporations and the Capital Markets, 2021

Co-author, “It’s Time to Take Credential Stuffing Seriously,” Compliance & Enforcement Blog, sponsored by NYU Law’s Program on Corporate Compliance and Enforcement, 2020

Co-author, “SEC’s Proposed Changes to Advertising Rule,” The CLS Blue Sky Blog, Columbia Law School’s Blog on Corporations and the Capital Markets, 2019

Co-author, “Registration under the Investment Advisers Act of 1940: Who is an Investment Adviser?,” PLI: Fundamentals of Investment Adviser Regulation, 2016

Co-author, “What will the ‘Eyes and Ears’ of the SEC choose to see and hear this year? OCIE announces examination priorities for 2015,” Journal of Investment Compliance, 2015

Co-author, “Expense allocation: the SEC brings down the hammer,” Journal of Investment Compliance, 2015

Co-author, “An Important Interpretation of the Volcker Rule,” Law360, 2015

Co-author, “Options Under the Volcker Rule for Banks to Sponsor Private Equity and Hedge Funds,” Banking Law Journal, 2014

Co-author, “Options Under the Volcker Rule for Bank Investment in Unaffiliated Private Equity and Hedge Funds,” Hedge Fund Law Report, 2014

Co-author, “SEC Risk Alert Discusses When Social Media Interactions May Constitute Prohibited Hedge Fund Client Testimonials,” Private Equity Law Report, 2012

Co-author, “The Volcker Rule Proposals on Bank Investments in Private Funds,” Harvard Law School Forum on Corporate Governance, 2011