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 regulatory, acquisitions and securities laws matters for U.S. and non-U.S. banking and other financial institutions. He also represents The Clearing House, which is the association of 11 major banks.
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 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 acquisitions area, Mr. Cohen has been engaged in most of the major bank acquisitions in the United States, including 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 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.
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. Most recently, he has worked on major capital raising activities by a number of major financial institutions.
He has also participated in the resolution of most major bank failures, including 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, MUFG, 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 and has recently been appointed to the Treasury Advisory Committee on the Auditing Profession assembled 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 The BTI Client Service All-Star Team for Law Firms 2008. The only lawyer to have been chosen seven years in a row for this award, which is based entirely on recommendations by corporate counsel of lawyers who provide exemplary service, he was singled out for the Client Service All-Star Hall of Fame.
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 2007 in the Who's Who Legal Awards. In its 2002 Best Business Lawyer Survey, Chambers and Partners 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 2007, 2006 and 2002. He 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 (Woodward/White); PLC Which Lawyer? Yearbook (Practical Law Company); Mergers & Acquisitions Yearbook 2005 (IFLR); The Lawdragon 500: Leading Dealmakers in America (2007) and The Lawdragon 500: The Leading Lawyers in America (2005); and New York Super Lawyers (2007, 2006) which named him among "The Top 10 New York Super Lawyers" and "The Top 100 New York Super Lawyers."