

Larissa R. Marcellino
Partner, Private Equity
Larissa R. Marcellino is a partner in the Asset Management and Corporate & Financial Services Departments as well as the Private Equity Practice Group. Larissa routinely advises private capital sponsors and stakeholders on a broad range of strategic transactions and complex initiatives, including cross-fund and GP-led transactions, liquidity solutions, spin-out transactions, fund formation (including for private equity, venture capital and credit asset classes), GP stake sales and joint ventures. Larissa also regularly advises on management company arrangements, carried interest / incentive plans, succession planning and co-investment matters, as well as related regulatory and compliance considerations. Larissa also advises emerging managers and family offices in the establishment of their firms and investment funds.
With an industry focus on financial services, Larissa also regularly advises sponsors, boards and special committees on strategic public and private transactions at the intersection of insurance and asset management.
Larissa is recognized by New York Super Lawyers as a Rising Star (2017, 2018, 2023, 2024). Legal 500 (2024) notes client praise for Larissa’s “quarterback role” in the private equity funds category. Prior to joining Willkie, Larissa was general counsel of Aquiline Capital Partners, a private investment firm specializing in financial services and technology.
Experience
- New York Super Lawyers – Rising Stars (2017-2018, 2023-2024)
- Larissa is a member of the New York City Bar Association Private Investment Funds Committee.
- "Private Equity and Antitrust Enforcement: New HSR Rule Compliance; Trump Administration’s Priorities”, Stratford (webinar), July 2025
- "Additional Delaware guidance on avoiding extra-contractual fraud claims in sale transaction,” International Law Office Corporate Finance/M&A Newsletter, co-author with John Sorkin June 14, 2017
- “Opinion provides guidance on interpretation of contractual provisions relating to fraud-based claims,” International Law Office, co-author with Patrick Diaz and Marc Feldhamer March 30, 2016
- “Technicalities disqualify Dell stockholders' appraisal rights under 'continuous holder' requirements,” International Law Office, co-author with Patrick Diaz and Marc Feldhamer January 27, 2016
- “Court establishes standard of review for controlling stockholder merger,” International Law Office, co-author with Jason Freedman May 14, 2014
- “Financial adviser liable for aiding and abetting board breach of fiduciary duties,” International Law Office, co-author with Jane Goldstein and Jason Freedman May 7, 2014
- “A New Blueprint for Controlling Shareholder Litigation?” Insights, co-author with Christopher Green and Jason Freedman April 2014
- “New wave of shareholder activism prompts M&A activity,” International Law Office, co-author with David Fine and Jeffrey Katz April 2, 2014
Representative transactional and asset management representations include:
- Novacap in connection with its portfolio company Previan’s separation of Eddyfi Technologies and NDT Global into standalone industrial technology companies
- The Special Committee of The Westaim Corporation (TSXV: WED) in connection with the creation of an integrated insurance and asset management platform by CC Capital and The Westaim Corporation
- Aquiline on the close of its Continuation Fund, which raised approximately $1.1 billion of capital commitments
- Aquiline Capital Partners in private equity, venture and credit strategies as well as house arrangements
- Establishment of an exempt reporting adviser and establishment of advisory accounts
- A private equity sponsor in a second generation continuation fund transaction
- Insurance company investor in various co-investment and fund commitments
- Fund of funds investor in various co-investments
- Jim Pieri, Managing Partner and Chief Investment Officer of Assured Healthcare Partners LLC (AHP), an independent healthcare investment management firm, in the spinout of AHP from Assured Guaranty Ltd.
- Aquiline Capital Partners and portfolio company Fullsteam, a leading payments and software company, in a significant investment from Aquiline and the Abu Dhabi Investment Authority
- Aquiline Capital Partners in its majority investment in Distinguished Programs, a national insurance program manage
- Aquiline Capital Partners in its strategic investment in SageView Advisory Group, a registered investment advisory firm
- Atairos Group in the establishment of The Orogen Group, a joint venture with Vikram S. Pandit and platform for control and other strategic investments in financial services companies and other related businesses.*
- CameronTec and Nordic Capital in its acquisition of Greenline Financial Technologies, a leading provider of FIX and electronic trading technology solutions and services and wholly-owned subsidiary of MarketAxess Holdings Inc. (Nasdaq: MKTX).*
- The National Football League in connection with the sale of NFL On Location, its premium events and hospitality business, to Red Bird Capital Partners and Bruin Capital.*
- The National Football League’s private investment arm in various strategic transactions*
- A leading private equity sponsor in various healthcare and consumer investments*
* Denotes matters advised on prior to joining Willkie Farr & Gallagher LLP
Credentials
Education
McGill University, B.C.L., 2011 McGill University, LL.B., 2011 McGill University, B.A., 2008