H. Rodgin Cohen

Senior Chair
Sullivan & Cromwell
New York, NY

Practice Area: Corporate and Finance

BTI Client Service All Star History
  • 2001
  • 2002
  • 2004
  • 2005
  • 2006
  • 2007
  • 2008
  • 2009
  • 2011
  • 2012
  • 2013
  • 2014
  • 2015
  • 2016
  • 2018
  • 2019
All Star


“I’m continually impressed by Mr. Cohen’s breadth of knowledge, his ability to provide legal and business advice and quickly access an issue and come up with a solution.”
“He’s super smart.”
“Mr. Cohen’s contacts and connections give me confidence that we’ll be working with the right team to achieve the best solutions for our matters.”


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 long been the firm of choice for leading global financial institutions.

For 40 years, Mr. Cohen has worked on refinancings, capital raising, restructurings and acquisitions both for companies experiencing financial distress and/or regulatory difficulties and for companies providing financing or as acquirors. During the 2008 Financial Crisis, Mr. Cohen and Sullivan & Cromwell represented, among others, Bear Stearns, Lehman, Fannie Mae, AIG, Wachovia, National City, JPMorgan (in its acquisition of WAMU), Barclays (following Lehman’s bankruptcy), MUFG (in its investment in Morgan Stanley) and Banco Popular (in its acquisition of Western and Doral). Similar representations prior to the Financial Crisis included the bank consortium in its interim financing of Franklin National, Continental Illinois, the State of Ohio during the Ohio thrift crisis, First City, First Republic, and, in the period immediately prior to the Financial Crisis, financings by or on behalf of CIC, Merrill Lynch, Citicorp, and Wachovia. Following the Financial Crisis, similar assignments involved CIT and Ally Financial.

Mr. Cohen focuses on a wide variety of regulatory and enforcement matters involving the financial services industry. Representative clients include JPMorgan Chase, Goldman Sachs, Wells Fargo, Bank of New York/Mellon, USBank, GECC, MetLife, Ally, American Express, Citi, ACE, SunTrust, First Horizon, Cullen/Frost, Zions, UNUM, CIT, State Street, Regions, BMO, RBC, TD, Bank of Nova Scotia, HSBC, Barclays, ING, BNPP, Deutsche Bank, Mitsubishi UFJ and Standard Chartered. Mr. Cohen works with all the bank regulatory agencies, as well as multiple other governmental agencies, on behalf of numerous U.S. and non-U.S. financial institutions and trade associations, including The Clearing House. Key recent matters include the Volcker Rule, numerous other provisions of the Dodd-Frank Act and international capital and liquidity standards, resolution and resolution planning.

In the acquisitions area, Mr. Cohen has been engaged in most of the major bank acquisitions in the United States, representing clients in transactions of enormous strategic significance. As an integral member of S&C’s industry-leading bank M&A practice, he has acted on many of the largest transactions in the U.S. since 2010, including ING-Capital One, Royal Bank of Canada-City National, KeyCorp-First Niagara, BMO-Marshall Ilsley, First Horizon-IberiaBank, Hudson City-M&T, Huntington-FirstMerit, CIT-OneWest, EverBank-TIAA, First Horizon-Capital Bank, and most recently, SunTrust-BB&T. Mr. Cohen’s expertise is rooted in experience, having advised on numerous notable deals historically, including Wells Fargo-Wachovia, PNC-National City, TD-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, Bank of New York-Irving. He has also served as lead counsel in a number of major acquisitions in the insurance industry, including ACE-Chubb, Anthem-WellPoint and Manulife-Hancock.

In major global transactions, Mr. Cohen was engaged in ACE’s acquisition of Chubb, GE’s sale of GE Capital assets, Ally Financial’s disposition of its international business, Mitsubishi UFG-Colonial First, 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.

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.

In addition to many of the finance services companies listed above, Mr. Cohen provides corporate governance advice to Anthem, Boeing, Textron and Travelers. He has advised various corporations in dealing with activists, including, most recently, Bank of New York/Mellon-Trian and Ally-Lion Capital. He also provides cybersecurity 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 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.

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