H. Rodgin Cohen

H. Rodgin Cohen

Sullivan & Cromwell LLP

Recognized since 1983

New York, New York

Practice Areas

Banking and Finance Law

Corporate Governance Law

Financial Services Regulation Law

Mergers and Acquisitions Law

Lawyer of the Year Badge - 2014 - Corporate Governance Law Lawyer of the Year Badge - 2013 - Banking and Finance Law Lawyer of the Year Badge - 2012 - Financial Services Regulation Law Lawyer of the Year Badge - 2009 - Banking and Finance Law
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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 forty 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 8 of the 10 largest transactions in the U.S. since 2010, including ING-Capital One, Royal Bank of Canada-City National, KeyCorp-First Niagara, BMO-Marshall Ilsley, Hudson City-M&T, Huntington-FirstMerit, CIT-OneWest, and most recently, EverBank-TIAA. Mr. Cohen’s expertise is rooted in experience, having advised on numerous notable deals historically, 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. 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 is engaged in ACE’s acquisition of Chubb and GE’s sale of GE Capital assets and was engaged in Ally Financial’s disposition of its international business, 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.

Contact & Links


  • 125 Broad Street
    New York, NY 10004-2498


  • Harvard University, A.B., graduated 1965

Bar Admissions

  • New York, New York State Bar Association
  • West Virginia, West Virginia Bar Association


  • Deerfield Academy - President of the Board
  • FDIC Systemic Resolution Advisory Committee - Member
  • Harvard Law School Visiting Committee - Member
  • National Security Agency Cyber Awareness Panel - Member
  • New York Presbyterian Hospital - Trustee
  • Rockefeller University - Trustee
  • The New York State Commission - Member

Sullivan & Cromwell LLP
Headquarters: New York, New York

87 The Best Lawyers in America® awards

32 Best Lawyers: Ones to Watch in America awards

Lawyer of the Year Badge - 2014 - Corporate Governance Law Lawyer of the Year Badge - 2013 - Banking and Finance Law Lawyer of the Year Badge - 2012 - Financial Services Regulation Law Lawyer of the Year Badge - 2009 - Banking and Finance Law

Named "Lawyer of the Year" by Best Lawyers® for:

  • Corporate Governance Law, New York City (2014)
  • Banking and Finance Law, New York City (2013)
  • Financial Services Regulation Law, New York City (2012)
  • Banking and Finance Law, New York City (2009)

Recognized in The Best Lawyers in America® 2023 for work in:

  • Banking and Finance Law
  • Corporate Governance Law
  • Financial Services Regulation Law
  • Mergers and Acquisitions Law

Special Focus

  • Banking
  • Banking Operations
  • Enforcement
  • Finance
  • Mergers & Acquisitions
  • Regulatory
  • Transactions


  • Mr. Cohen was the recipient of Who’s Who Legal’s Lifetime Achievement Award in 2016 and The Clearing House’s 2014 Chairman’s Achievement Award.
  • Mr. Cohen has been named by the BTI Consulting Group as a Client Service Hall of Famer for his unprecedented level of dedication and commitment to exceptional client service.
  • Mr. Cohen was honored in March 2012 at IFLR’s Americas Awards with the Contribution to Regulatory Reform Award.
  • In November 2011, Mr. Cohen was the only lawyer named to Worth Magazine’s “The Power 100: The 100 Most Powerful People in Finance.”
  • In March 2010, Mr. Cohen was recognized as 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.”
  • In December 2011, Mr. Cohen received the Lifetime Achievement Award from The M&A Advisor for his contributions to the M&A industry, and was inducted into the M&A Hall of Fame at the 10th Anniversary of the M&A Advisor Awards.

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