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Sullivan & Cromwell LLP

125 BROAD STREET, NEW YORK 10004-2498, USA
Tel:
Work +1 212 558 4000
Fax:
Fax +1 212 558 3588
Email:
Web:
www.sullcrom.com

H Rodgin Cohen

Tel:
Work 212-558-4000
Email:
Sullivan & Cromwell LLP

Work Department

Financial Services Regulation: Banking (Compliance) (Nationwide); Financial Services Regulation: Banking (Enforcement & Investigations) (Nationwide); Financial Services Regulation: Financial Institutions M&A (Nationwide); Corporate/M&A (New York)

Career

Senior Chairman since 2010; Chairman, 2000-2009. A trusted adviser to the financial services industry and to global corporations and their boards of directors. Mr. Cohen provides acquisition, regulatory, enforcement, securities law, corporate governance, shareholder activism and cybersecurity advice to a large number of financial and nonfinancial institutions, both regular clients and as special assignments. He was engaged in most of the major U.S. bank acquisitions and government-sponsored and capital-raising efforts preceding and following the financial crisis. Recently, he has devoted substantial time to regulatory, law enforcement and internal investigations of financial institutions.

Education

Harvard Law (1968); Harvard (1965).


United States: Finance

Financial services regulation

Within: Leading lawyers

Rodgin Cohen - Sullivan & Cromwell LLP

Within: Financial services regulation

Well attuned to the ‘key issues on the minds of the domestic regulators’, the ‘outstanding’ New York-based team at Sullivan & Cromwell LLP benefits from ‘unparalleled industry knowledge’ and ‘leaves no stone unturned in handling significant US bank regulatory issues’. At the vanguard of critical issues affecting the financial services industry, the firm continues to provide standalone advice across central issues such as resolution planning, regulatory capital requirements and the Volcker Rule. The firm is perhaps best known, however, for its prowess in financial services M&A, where it is able to execute deals in a strategic manner that is cognizant of the ‘issues from the client’s perspective’. The ‘legendaryRodgin Cohen represented Swiss insurer ACE on its $29.5bn acquisition of US insurance holding company Chubb, with the combined entity creating the largest publicly traded property and casualty insurer; the deal required filings and regulatory approval processes in more than 30 US states and more than 40 other countries around the world. The ‘extremely knowledgeableMitchell Eitel is praised by clients for his ‘willingness to discuss the risks and benefits of all potential issues’ and recently advised JPMorgan Chase on its spin-off / management sale of Highbridge Principal Strategies, an alternative investment management business, to the management team. Rebecca Simmons is the primary contact for resolution planning work and as well as acting for a raft of leading banks on their living will requirements, also represents major trade association, The Clearing House, on its discussions with the FDIC on the resolution planning process and the implementation of Title II of Dodd-Frank. Other recommended partners include Mark Welshimer, for capital issues; Whitney Chatterjee, who continues to be active advising those in the alternative investment space on Volcker Rule issues; expert in anti-money laundering (AML) and Office of Foreign Assets Control (OFAC) sanctions compliance and enforcement Elizabeth Davy; the up-and-coming Jared Fishman, who excels at financial services M&A and on AML/OFAC compliance; and the ‘outstanding’ Donald Toumey, for financial services M&A as well as economic sanctions matters. The arrival in October 2016 from the Federal Reserve Bank of New York of both Thomas Baxter and Charles Gray affords the team even greater credibility before the regulators.

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United States: M&A/corporate and commercial

Corporate governance

Within: Corporate governance

Highlights for Sullivan & Cromwell LLP included acting for Bayer in its bid to acquire Monsanto and advising Suncor Energy on proxy contests. The firm represented the special committee of Solera Holdings in connection with its merger agreement with Vista Equity Partners. It also advised Wells Fargo on issues connected with its sales practices and Volkswagen on matters arising from its emissions controversy. It served as counsel to UBS Securities, Morgan Stanley, Goldman Sachs, Credit Suisse Securities and others acting as financial advisers to companies involved in M&A transactions. Marc Treviño and Glen Schleyer lead the practice, which is headquartered in New York. Other key figures include Rodgin Cohen and Stephen Kotran.

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M&A: large deals ($1bn+)

Within: M&A: large deals ($1bn+)

Consistently engaged in substantial M&A transactions, Sullivan & Cromwell LLP is ‘appropriately commercial’, has ‘no comparison’ in the market, according to one client, and provides ‘best-in-class service and quality of legal advice’. The attorneys’ generalist training makes them ‘more rounded lawyers and individuals’ and enables them to ‘think on their feet and to look outside the box to come up with alternative solutions’. Clients also praise the ‘partner time and investment’ applied to transactions. The firm has built an enviable client base and is frequently selected by one-off or occasional clients for their most complex and challenging deals. Healthcare, life sciences, pharmaceuticals, energy and telecoms have been key sectors for the firm in recent years and it maintains an unrivaled reputation in financial institutions deals. Key clients include Anheuser-Busch InBev, Bayer, Cablevision Systems, Columbia Pipeline and AT&T, the last of which it advised on the proposed $108.7bn acquisition of Time Warner. The firm also represented Bayer in its $66bn acquisition of Monsanto, the largest all-cash takeover in history and the largest-ever acquisition of an American company by a foreign entity, and it acted for Cablevision Systems during its $17.7bn acquisition by Altice. Managing partner of the M&A group Joseph Frumkin has an outstanding reputation and has ‘seen it all’; he ‘brings a unique perspective to things’ and has led on many of the firm’s headline deals of recent years. Francis Aquila is of similarly high repute, with Matthew Hurd and Keith Pagnani having made an impression in a range of deals, especially in the healthcare and life sciences sectors; Hurd was lead partner on the Bayer transaction. Seasoned figure Rodgin Cohen remains at the forefront of the financial institutions sector and Los Angeles partner and ‘great lawyerAlison Ressler is one of the leading M&A specialists on the West Coast, as is Eric Krautheimer, who was one of the lead partners advising AT&T in the Time Warner deal and Bayer on its acquisition of Monsanto. George Sampas is a ‘wise head’, ‘proactive’ and ‘goes the extra mile to understand the economics of the client’s business’. Melissa Sawyer is ‘intelligent’, ‘technically very bright’, ‘commercial and interested in getting the deal done’ and a ‘superb M&A lawyer’. All named partners are based in New York unless stated otherwise.

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