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Interview with Rodgin Cohen

H. Rodgin Cohen

Senior Chairman
Sullivan & Cromwell LLP


The primary focus of Rodgin Cohen’s practice is acquisition, regulatory, enforcement and securities law matters for U.S. and non-U.S. banking and other financial institutions and their trade associations, and corporate governance matters for a wide variety of organizations.

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.

Recent press stories attest to the preeminent stature of Mr. Cohen in the financial institutions sector:

“Rodgin Cohen retains his legendary status as trusted counsel and industry ‘standard-bearer,’ and ‘continues to be spectacular’ at the forefront of the ongoing reform of banking industry regulations. His ability to ‘cut through issues that may hang up others’ and find creative solutions cements his position as arguably the preeminent attorney in the field.” (Chambers USA, 2013)

“Mr. Cohen’s influence over Wall Street is both legendary and pervasive, reaching back to the 1980s, when he helped to consolidate the industry, and then to the 1990s, to shape the regulatory scheme that permitted last year’s unprecedented outlay of federal dollars.” (The New York Times, November 15, 2009)

In the acquisitions area, Mr. Cohen has been engaged in most of the major bank acquisitions in the United States, including Hudson City-M&T, Wells Fargo-Wachovia, PNC-National City, Toronto Dominion-Commerce, Bank of New York-Mellon Financial, Regions-AmSouth, 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.

In major global transactions, Mr. Cohen was engaged in Ally Financial’s disposition of its international business, CITIC Securities-CLSA B.V., ICE-NYSE Euronext, Bank of Montreal-M&I, BlackRock-Barclays Global Investors, Banco Santander-Sovereign, Mitsubishi UFG-Morgan Stanley, Barclays-Lehman, MUFG-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 and 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.

In addition, Mr. Cohen has advised a number of major foreign banks in connection with the establishment of offices in the U.S., including China Merchants Bank Co., Ltd., the first Chinese bank to receive the Federal Reserve’s approval to establish a branch in the United States since the adoption of the Foreign Bank Supervision Enhancement Act of 1991. Mr. Cohen also advised the Bank of East Asia in its sale of an 80 percent interest in its U.S. bank to CIBC. The approval was the first of its kind for a Chinese bank and paves the way for other leading Chinese banks to acquire control of depository institutions in the United States.

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 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. Key recent matters include the Volcker Rule, numerous other provisions of the Dodd-Frank Act and international capital and liquidity standards.

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 BancOne, Bank of New York, Chase, Chemical, Citicorp, Continental Illinois, First Bank System, First Fidelity, First Interstate, First Union, KeyCorp, MBNA, Mellon, Morgan Guaranty, Norwest, Republic New York, Security Pacific, Shawmut and Wachovia. He also worked on major capital-raising activities by a number of major financial institutions, preceding and following the financial crisis.

He has also participated in the resolution of most major bank failures, including Washington Mutual, Continental Illinois, 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, Barclays, Fifth Third, First Horizon, IDB, ING, JPMorgan Chase, KeyCorp, Lloyds, Mellon, Mitsubishi UFG, Royal Bank of Canada, Standard Chartered, SunTrust, Toronto-Dominion, Wachovia and Wells Fargo.