H Rodgin Cohen

H Rodgin Cohen joined Sullivan & Cromwell LLP in 1970, became a partner of the Firm in 1977 and Chairman of the Firm in July 2000. The primary focus of Rodgin Cohen’s practice is acquisition, corporate governance, regulatory and securities law matters for major U.S. and non-U.S. banking and other financial institutions and their trade associations. Mr. Cohen and S&C are at the vanguard of critical issues and developments affecting financial institutions, and S&C has remained the chosen firm of leading global financial institutions seeking non-traditional investments, sales and restructuring arrangements in connection with the global credit crisis. Recent press stories attest to the preeminent stature of Mr. Cohen in the financial institutions sector: “With virtually all of Wall Street as his client, [Cohen] has solidified his role as one of the most influential private-sector players in the financial crisis. Over the past five weeks alone, Mr. Cohen and his team have advised Fannie Mae, Lehman Brothers Holdings Inc., Wachovia, Barclays PLC, American International Group Inc., J.P. Morgan Chase & Co. and Goldman Sachs Group Inc. in a blitz of mergers, rescues and cash infusions.” (The Wall Street Journal, October 9, 2008) “For Mr. Cohen, virtually every day in September was a workday, including the weekends. Long regarded as one of the top counselors to major financial firms, Mr. Cohen has, in the past 30 days alone, advised Fannie Mae; A.I.G.; Lehman Brothers; and JPMorgan Chase & Company in its government-brokered purchase of Washington Mutual.” (The New York Times, October 7, 2008) “During the chaos of the post-credit crunch financial world, Rodgin Cohen has popped up everywhere. Over the past two weeks of historic, market-reshaping events, he has been ubiquitous.” (The Lawyer, September 29, 2008) For his role in the financial crisis, The New York Times named Mr. Cohen one of “The Street’s Emergency Responders” (October 7, 2008), The London Times as its “Lawyer of the Week” (October 2, 2008), The Lawyer as “The Main Man” (September 29, 2008) and The American Lawyer as its first-ever “Dealmaker of the Week” (The AmLaw Daily, September 19, 2008). He has also recently worked on major capital raising activities by a number of major financial institutions, in a role that The Wall Street Journal called “a front row seat for one of the biggest developments in the financial world in 2007.” In the acquisitions area, Mr. Cohen has been engaged in most of the major bank acquisitions in the United States, including Wells Fargo-Wachovia, PNC-National City, Toronto Dominion-Commerce, Bank of New York-Mellon Financial, Regions-AmSouth, Wachovia-Golden West, Wachovia-SouthTrust, Chase-Bank One, First Union-Wachovia, U.S. Bancorp-Firstar, Wells Fargo-Norwest, Wells Fargo-First Interstate, Chemical-Chase, First Union-First Fidelity, Key-Society, NationsBank-C&S, and Bank of New York-Irving, as well as numerous other acquisitions. In cross-border and non-U.S. transactions, he was engaged in Banco Santander-Sovereign, Mitsubishi UFG-Morgan Stanley, Barclays-Lehman, Mitsubishi UFG-UnionBanCal, Standard Chartered-American Express Bank, Goldman Sachs-Sumitomo, Allianz-Dresdner, UBS-PaineWebber, Credit Suisse-DLJ, Société Générale-Paribas, Dexia-FSA, Mitsubishi-Bank of Tokyo, Credit Suisse-First Boston, Royal Bank of Canada-Bank of Montreal, and acquisitions or divestitures by Barclays Bank, National Westminster, Midland Bank, Lloyds Bank, Bank of Ireland and Istituto Bancario San Paolo di Torino. He has also worked on a number of major cross-industry and private equity acquisitions, including JPMorgan Chase-Bear Stearns, Merrill Lynch-BlackRock, J.C. Flowers-Sallie Mae, Mellon-Dreyfus and NationsBank-Montgomery, as well as acquisitions in the insurance industry, including Anthem-WellPoint and Manulife-Hancock. Mr. Cohen provides corporate governance advice to a large number of financial and non-financial institutions, both regular clients and as special assignments. Mr. Cohen has worked on a wide variety of bank regulatory matters with the four banking regulatory agencies, as well as other governmental agencies, on behalf of many of the largest U.S. and non-U.S. financial institutions, and trade associations. These matters have included recent TARP and liability guarantee programs, bank product and geographic powers, the Bank Secrecy Act and money laundering, restrictions on bank operations, insurance of bank deposits and the Community Reinvestment Act. He was a member of the Group of 30 Study Groups on Financial Institution Reporting (2003) and on Global Institutions, National Supervision and Systemic Risk (1997) and the New York Superintendent’s Advisory Committee on Transnational Banking Institutions (1992) and participated in the bank negotiations to free the Iranian hostages. In the securities area, Mr. Cohen worked on the first public offering in the United States by a non-U.S. bank (Barclays) and on a number of other offerings in the United States by non-U.S. banks. He has also worked on public offerings by Citicorp, Chase, Chemical, Morgan Guaranty, Security Pacific, First Interstate, Bank of New York, BancOne, Mellon, First Union, Shawmut, Wachovia, First Bank System, Continental Illinois, First Fidelity, MBNA, Republic New York, KeyCorp and Norwest. He has also participated in the resolution of most major bank failures, including Washington Mutual, Continental, First City, Southeast, Franklin National and Bank of New England and, at the recommendation of the Federal Reserve, the Ohio thrift crisis. During the past several years, Mr. Cohen has devoted substantial time to regulatory, law enforcement and internal investigations of financial institutions. Publicly disclosed matters involve ABN AMRO, Bank of Montreal, Banco Popular, Bank of New York, Fifth Third, First Horizon, IDB, KeyCorp, Mellon, Mitsubishi UFG, Royal Bank of Canada, Standard Chartered, Sun Trust, Wachovia and Wells Fargo. Professional and Community Involvement Legal Service Mr. Cohen currently serves on the IIF Special Committee for a Strategic Dialogue for Effective Regulation, the Treasury Advisory Committee on the Auditing Profession created by Treasury Secretary Paulson, The New York State Commission to Modernize the Regulation of Financial Services and The Financial Services Roundtable’s Blue Ribbon Commission on Enhancing Competitiveness. He is a frequent speaker on banking law matters and the author of numerous articles on issues in commercial banking. A partial list includes: Compliance by International Banking Organizations: The Need for Prioritization, Balance and Cooperation, The International Who’s Who of Banking Lawyers 2006; M&A Outlook 2005: Ten Factors for the Financial Services Industry, American Banker (2005); Avoiding Legal Landmines in Financial Services (2005); and Compliance and Regulatory Uniformity: The Two Principal Issues for the Banking Industry and Bank Regulators, The International Who’s Who of Banking Lawyers 2005. Public Service Mr. Cohen is a trustee of New York Presbyterian Hospital, the Hackley School, Deerfield Academy, Hampton University and the Economic Club of New York, and is a member of the advisory boards of Wall Street Rising, United Way of Westchester-Putnam and the University of Charleston. Rankings and Recognition Mr. Cohen was named as a leader of The BTI Client Service All-Star Team for Law Firms 2009, which is based entirely on recommendations by corporate counsel of lawyers who provide exemplary service. The only lawyer to have been chosen eight years in a row for this award, he also remains the sole member of The BTI Client Service Hall of Fame, into which he was inducted in 2007. In early 2009, Mr. Cohen also was honored with the first-ever Leadership Achievement Award at the Global Major Markets M&A Atlas Awards, which recognized his accomplishment in leading the representation of more than a dozen major global clients in transactions that continue to reshape the financial services industry. He also was named Best Lawyers’ 2009 New York Banking Lawyer of the Year by Best Lawyers in America. Chambers and Partners awarded Mr. Cohen a Lifetime Achievement Award at the 2007 Chambers USA Awards for Excellence. He also was named Banking Lawyer of the Year in 2008 and 2007 in the Who’s Who Legal Awards. In its 2002 Best Business Lawyer Survey, Chambers ranked Mr. Cohen in a tie for first place as the best business lawyer in the United States. He was listed by CFO magazine in the “Global 100,” the 100 people that have the greatest influence on the world of the CFO, and by The National Law Journal among “The 100 Most Influential Lawyers in America” in 2006 and 2000. Mr. Cohen was selected by The American Lawyer as a “Dealmaker of the Year” in 2008, 2007 and 2002, and as its first-ever “Dealmaker of the Week” (The Am Law Daily, September 19, 2008). Mr. Cohen also has been recognized as a leading lawyer in banking, corporate governance and M&A in consecutive editions of Chambers Global: Guide to the World’s Leading Lawyers and Chambers USA: America’s Leading Lawyers for Business (Chambers and Partners) in both of which he appears at the top of his field as a Star Performer; The Best of the Best (Euromoney); The International Who’s Who of Business Lawyers (Law Business Research); The Best Lawyers in America; PLC Which Lawyer? Yearbook (Practical Law Company); Mergers & Acquisitions Yearbook 2005 (IFLR); The Lawdragon 500: Leading Lawyers in America (Fall 2008, Fall 2007, Fall 2006, Fall 2005) and The Lawdragon 500: Leading Dealmakers in America (Summer 2007); and New York Super Lawyers (2008, 2007, 2006) which named him among “The Top 10 New York Super Lawyers” and “The Top 100 New York Super Lawyers.”