The American Lawyer - Sample Issue

A Banker’s Lawyer

H. RODGIN COHEN Sullivan & Cromwell New York

Facing collapse, the financial services industry turned to a trusted veteran.

T’S NO SURPRISE THAT IN SEPTEMBER 2008, as the financial services industry faced its biggest crisis in decades, many of Wall Street’s stalwarts turned to Sullivan & Cromwell’s H. Rodgin During a seven-month period in 2008, Cohen was involved in 17 banking M&A deals, many of which were shotgun combinations and hastily arranged rescue transactions. “We were right at the edge of the precipice, and if we had gone off, it is pretty difficult to contemplate what would have happened,” Cohen recalls.

In the early days of the financial crisis, Cohen represented The Bear Stearns Companies Inc. in its acquisition by JPMorgan Chase & Co. He would go on to assist American International Group Inc. in securing an $85 billion lifeline from the Federal Reserve System and steer Wachovia Corporation into the hands of Wells Fargo & Company. Cohen also convinced The Goldman Sachs Group Inc. to convert itself from an investment bank to a bank holding company, a move that

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subjected it to greater regulatory oversight but also allowed it to access the Federal Reserve’s emergency lending facilities. In a crisis, former Wachovia president and chief executive officer Robert Steel told The American Lawyer in 2009, “you want a surgeon who has seen a lot of these operations” [“No Precedent,” April 2009].

Cohen’s contribution was not just his ability to broker deals at breakneck speeds, but also his willingness to propose and vigorously advocate his own solutions.

In a sign of his ubiquity during this period, Cohen went on after the bankruptcy of Lehman Brothers Holdings Inc. to represent the British bank Barclays Bank plc, which picked up Lehman’s investment banking and trading divisions, along with other units, as well as its headquarters building in New York. He also advised the Federal National Mortgage Association (Fannie Mae) in negotiations that led it to come under government conservatorship. In addition, he represented Mitsubishi UFJ Financial Group Inc. in a deal for 21 percent of Morgan Stanley. For Cohen, it added up to a once-in-a-lifetime challenge: “There had been financial crises,” he says, “but this was so deep and broad and so global that it was different.”