Mark Proctor is a partner in the Asset Management Department. Mark advises private fund managers on structuring, establishing, and operating private investment funds, including blind pools, co-investment funds, pledge funds, single investment funds and other investment vehicles. Mark also represents fund managers on their internal structuring and compensation matters, and frequently advises clients in connection with co-investments and seed investments in asset managers, as well as buyers and sellers in secondary market transactions involving private fund interests and portfolios of assets held by private funds. Mark’s practice extends beyond fund managers to include institutional investors and family offices in connection with their investments in various private equity vehicles.

Chambers USA (2023) and Who’s Who Legal Thought Leaders (2023) recognize Mark nationally among the leading practitioners in the area of Private Equity: Fund Formation.


Prior to joining Willkie in 2018, Mark was a partner at Vinson & Elkins LLP. Prior to that he served as Vice President and Associate General Counsel at Goldman, Sachs & Co., and advised businesses in Goldman Sachs Asset Management, L.P. and the Merchant Banking Division.

Additionally, Mark served as law clerk to The Honorable Gary L. Taylor, United States District Court for the Central District of California (2002–2003).

  • Who’s Who Legal Thought Leaders USA (Private Equity: Fund Formation), 2023
  • Legal 500 U.S., M&A: Large Deals ($1 bn–$5 bn), 2013 and 2014
  • Selected to the New York Rising Stars list, Super Lawyers (Thomson Reuters), 2013−2017
  • “Rising Popularity of Interval Funds and How Fund Managers Manage Attendant Regulatory Requirements (Part One of Two),” Private Equity Law Report, (March 2024)

  • The AFIRE Guide to U.S. Real Estate Investing, Fourth Edition: What Global Investors Need to Know about Commercial Real Estate Acquisition, Management, and Disposition – Contributing Author (December, 2023) 

  • Co-Presenter, “How Interval Funds Can Help Private Fund Managers Expand Their Fundraising Options” (January 2024) 

  • “Final Private Fund Reforms: Issues to Monitor in Preferential Treatment, Adviser Led Transactions and Annual Audit Rules” Private Equity Law Report, (September 2023) (Quoted)

  • "Advanced Issues in Private Funds 2020,” Practising Law Institute (webinar), June 2020

  • Houston-based energy investment management firm Pickering Energy Partners in a $500 million strategic joint venture with oil and gas operator Henry Resources
  • Pickering Energy Partners in its launch and spin-out of all remaining energy asset management strategies of Perella Weinberg Partners Capital Management
  • Related Fund Management in the formation of Related Real Estate Fund II, an approximately $1 billion fund focused on real estate investment opportunities
  • SCF Partners in connection with the formation of multiple private equity funds specializing in oilfield services investments
  • Related Fund Management in the formation of a real estate fund focused on investments in energy-driven markets
  • Hedge fund sponsor in connection with the acquisition of a portfolio of interests in energy-focused private equity funds and privately held companies
  • Trust company in connection with a seed investment in a newly formed real estate fund manager

Private Investment Funds

  • Second Alpha Partners in the formation of Second Alpha Partners V, L.P.
  • Related Fund Management in the formation with an institutional investor of an investment vehicle dedicated to renovating multifamily real estate assets
  • NGP Capital in connection with the formation of numerous co-investment vehicles
  • Lime Rock Partners in the formation of multiple co-investment vehicles
  • Related Fund Management in the formation of multiple investment vehicles focused on investments for institutional investors in real estate-related debt
  • Goldman Sachs Asset Management in connection with numerous outsourced CIO mandates and strategic partnerships with institutional investors
  • TPG Capital in the formation of TPG Partners IV, L.P.
  • TPG Capital in connection with the formation of TPG Partners V, L.P.
  • Goldman Sachs in connection with the formation of a U.S.-focused real estate fund for sovereign wealth funds
  • Goldman Sachs in connection with the formation of an open-ended, core real estate fund

* Mark advised on these matters prior to joining Willkie.



University of Pennsylvania Law School, J.D., 2002 Cornell University, B.A., 1999

Bar Admissions

New York