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H. Rodgin Cohen

Partner, New York

Phone +1-212-558-4000
Fax +1-212-558-3588


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H. Rodgin Cohen is a partner at Sullivan & Cromwell LLP. He was chairman of the Firm from July 1, 2000 through December 31, 2009 and has served as its senior chairman since January 1, 2010.

The primary focus of Mr. 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:

“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) 

“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)

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-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 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, 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., which recently received approval from the Board of Governors of the Federal Reserve System to establish a branch in New York, New York. This was the first Chinese bank to receive the Board’s approval to establish a branch in the United States since the adoption of the Foreign Bank Supervision Enhancement Act of 1991.

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, money laundering and sanction programs, 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 also has 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 also has 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 Lloyds, 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 task force supported by The Pew Financial Reform Project in issuing recommendations to Congress for broader financial reform. He also is or has been a member of the IIF Special Committee for a Strategic Dialogue for Effective Regulation; the Treasury Advisory Committee on the Auditing Profession; 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.

Public Service

Mr. Cohen is a trustee of New York Presbyterian Hospital, Rockefeller University, the Hackley School, Deerfield Academy, Hampton University, Lincoln Center Theater, New York City Partnership and, formerly, 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.

In May 2010, Mr. Cohen was honored with the Servant of Justice Award at the Legal Aid Society’s 33rd Annual Dinner in New York.

Rankings and Recognitions

In early 2009, Mr. Cohen 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. In its April 2009 edition, The American Lawyer ranked Mr. Cohen #1 among its 25 “Dealmakers of the Year,” noting that “he was Wall Street’s go-to lawyer during the most important months for the American banking industry since the Great Depression.” Mr. Cohen had been selected by The American Lawyer as a “Dealmaker of the Year” in 2002, 2007 and 2008, and as its first-ever “Dealmaker of the Week” (The Am Law Daily, September 19, 2008).

In 2009, the Financial Times presented Mr. Cohen with an FT Special Achievement Award recognizing his work on nearly 20 substantial credit crisis-related transactions. He also was among the top 25 people named to the first “Power 25: Leaders in Finance” list published by Institutional Investor in its December 2009/January 2010 issue.

In March 2010, Mr. Cohen was named one of the “Decade’s Most Influential Lawyers” by The National Law Journal. The publication noted that he has been “a superstar in the legal industry for years.”

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 2007 and 2008 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. He has also 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 (2005, 2006, 2007, 2008, 2009-2010) and The Lawdragon 500: Leading Dealmakers in America (Summer 2007); and New York Super Lawyers (2006, 2007, 2008, 2009, 2010) which has named him among “The Top 10 New York Super Lawyers” and “The Top 100 New York Super Lawyers.”