COVER STORY

For nearly five decades, Rodge Cohen has advised on countless bank deals, helped resolve some of banking’s This is how he became banking’s biggest crises and counseled CEOs past and present. most sought-after lawyer.

ichard Davis first got to know Rodge Cohen – considered by most to be the dean of U.S. bank- ing lawyers – in the early 2000s when Davis was a senior executive at U.S. Bancorp in Minneapolis. His duties included representing the bank at industryR associations, where he often ran into Cohen. Davis liked and respected Cohen, who was then chairman of the New York law firm Sullivan & Cromwell. When he took over as CEO in December 2006, one of his first deci- sions was to select Cohen to serve as his senior partner for CEO legal counsel. “I immediately called Rodge and from that minute we were absolutely connected at the hip,” Davis says. THE When the financial crisis hit a year and a half later, U.S. Bancorp’s standing as one of the strongest of the big commercial banks made it a potential merger partner for certain weaker financial companies in the minds of INDISPENSABLE the federal regulators, who were trying to arrange shotgun weddings to keep the finan- cial system from collapsing. “We were cer- tainly involved in some of those conversa- tions, for which I sought Rodge’s guidance ADVISOR and feedback,” says Davis, who was still a relatively new CEO. BY JACK MILLIGAN At the height of the crisis in September 2008, when the fate of the U.S. economy was balanced on a knife’s edge, Davis says that Cohen — acting on behalf of other banks seek- ing a strong partner — never pressured him to do any acquisitions, despite the dire cir- cumstances or the fact that it may have ben- efited his other clients. “He just said, ‘Here’s what they’re asking.’ And I asked him a few questions and he said, ‘Well, here’s what you

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should think about.’ I didn’t just have an M&A guy, I In a career that has spanned nearly five decades, had a guy who walked me through a couple of really Cohen — who at 75 is Sullivan & Cromwell’s senior big crisis things, none of which were public.” chairman, but still commutes daily to the firm’s Davis, who retired from U.S. Bancorp in 2018 headquarters in lower Manhattan from his home as the company’s executive chairman and is now north of the city in Westchester County — has the CEO of Make-A-Wish America, says Cohen become an indispensable advisor to CEOs and is “the ultimate active listener.” It is an advisory boards throughout the financial services industry. style that is almost Rogerian in nature, where the Along the way, he has advised on 13 of the 20 largest psychotherapist acts as a sounding board and leads bank acquisitions in U.S. history and played impor- the client through a process where they often dis- tant roles in every major (and minor) banking crisis cover their own solutions. “He asks questions, he since the mid-1970s. listens, he plays it back,” says Davis. “If you’re there “Rodge is the iconic banking lawyer,” says Henry seeking his guidance, he uses your own feedback Paulson, who served as U.S. Treasury Secretary as the platform for the options that you could have. during the financial crisis and, before that, as CEO Just brilliant. There are few things he’s greater at at Goldman Sachs Group. “He knows the industry than active listening and helping someone conclude cold and has unparalleled personal relationships something literally on their own.” throughout the banking ecosystem at large, where “In my professional life, no one was there at the he is liked and admired by virtually everyone. He time I needed them more, with his unique insight has encyclopedic knowledge and impeccable judg- and wisdom, than Rodge,” adds Davis. “He was ment.” part of every significant issue for me, through the I have known H. Rodgin Cohen — the “H” stands financial crisis and through ever-changing regula- for Henry, but he is universally referred to as Rodge tory issues.” — since the early 1990s. The first time I interviewed By September 2008, Cohen was one of the top him was for a story I was writing in the fall of 1990 banking lawyers in the country, and he found him- for Institutional Investor magazine about the Bank self at the center of a financial maelstrom. The col- of New England. The bank had developed an out- lapse of the subprime mortgage market was threat- sized appetite for commercial real estate loans in ening the solvency of colossal companies that had the midst of a speculative construction boom in the turned to him for help. One client — mortgage giant 1980s that collapsed later that decade. I was still Fannie Mae — was placed in conservatorship on new to the banking beat and Cohen explained that Sept. 6. Another — Lehman Brothers — filed for when a bank’s nonperforming loans reached the bankruptcy on Sept. 15 after several failed attempts level of ’s, it was inevitably to find a buyer. A third — American International fatal. Cohen was right. Months later, Bank of New Group — was rescued on the precipice of failure by England bled to death. the federal government on Sept. 16 with an initial I have interviewed him countless times since $85 billion . And a fourth — Corp. then, including four separate occasions for this — was careening toward failing until it was acquired story, once for nearly two and a half hours in his by & Co. on Oct. 3. office at Sullivan & Cromwell’s New York head- The failure of any one of these firms could have quarters. What makes Cohen such a unique figure brought down others; the collapse of all four would is that you can trace so many seminal events in have done unimaginable damage to the global finan- banking over the past 50 years through the arc of cial system. It was an emotionally and physically his career. exhausting experience, even for a man who others Ken Coquillette, vice chairman of global finan- “He is, bar none, the describe as having a deep reservoir of energy. “I cial institutions at Goldman Sachs who has worked most knowledgeable never calculated it, but between [New York] and closely with Cohen on multiple deals over the past and far-ranging , it was probably an average of 18 hours 20 years, says he provides “best-in-class advice that attorney within the a day or more,” says Cohen. is packaged in an extraordinarily thoughtful man- scope of the financial There were times that September when Cohen ner. It’s his brand, and it’s a remarkable brand.” services industry.” thought the country’s financial system might Defining the Cohen brand, if one were to think of implode. “When Lehman failed, we were on the him as a product and his brand as the personality or / Beth Mooney, edge of Armageddon. When Wachovia was near identity of that product, would probably begin with chairwoman and CEO failure, we were on the brink of Armageddon. The experience. Over the course of his career, Cohen at KeyCorp night that AIG almost failed…” Cohen says, his voice has dealt with virtually every problem or issue trailing away. Had any of those events actually that an outside legal counsel could encounter in occurred, “I think we could have gone,” he says. the world of banking, be it an acquisition, a regula-

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tory enforcement action, a question concerning a The foundation of Cohen’s relationships with board’s fiduciary responsibility or — like Davis — regulators is built on transparency. Just as he did the desire of a new CEO for a sounding board. not try to leverage his relationship with Davis dur- “He is, bar none, the most knowledgeable and ing the crisis in 2008-09, when other companies “I told our board … far-ranging attorney within the scope of the finan- that Cohen was advising were looking for merger cial services industry,” says KeyCorp CEO Beth partners, Cohen plays it straight with the regula- that when you hire Mooney, who has often sought Cohen’s legal advice. tors. “I always trusted that he would be transpar- Rodgin Cohen, you Tom Michaud, the president and CEO at invest- ent with me and with the agency,” says Williams. get Rodgin Cohen.” ment bank Keefe, Bruyette & Woods, says that “Regulators hate surprises. It’s much better to be Cohen has a deep understanding of the banking sys- transparent upfront if there are issues that you / William Rogers Jr., tem in all its many aspects. “Rodge always aims to think the regulator is going to believe are relevant, chairman and CEO be a student of what’s going on around him,” he says. to bring them out in an early stage in the discussion SunTrust Banks “He looks at things from a long-term perspective on rather than have them show up as a surprise later.” how we got here and how the regulatory landscape Cohen also has a temperament that enables him has evolved. That gives him a wealth of knowledge, to offer frank advice to important people, some- not just on what’s happening now, but where things times in stressful situations. He is diminutive in might be headed from a policy perspective and how stature, bespectacled below bushy eyebrows, with we got there in the first place.” a quiet voice and a reserved but not unfriendly Stacey Friedman, the general counsel at manner. O’Neill says that when you meet Cohen for JPMorgan Chase & Co. and a former Sullivan & the first time, “he is almost shy. He’s a little differ- Cromwell partner who worked closely with Cohen ent than what I think most people expect given his during her time there, says he brings a multi-dimen- reputation.” Mooney describes him as “unassuming sional perspective to his advisory role. “He’s the and humble.” quintessential T-shaped lawyer who is thinking Cohen is, by all accounts, deft at handling boards about not just the letter of the law, but [also] the of directors. He has “a great bedside manner,” spirit of the law [and] the operational, the eco- Paulson says. “He exudes confidence because he’s nomics, the social and the political,” she says. A not someone who comes in and tries to rattle off a T-shaped lawyer not only has a deep understand- whole lot of facts and impress you with his knowl- ing of the law in a particular case, which forms the edge. He gives you his judgments very calmly, very vertical bar of the T, but also the many peripheral simply, but then he backs them up.” And Goldman’s issues that impact a case, which forms the horizon- Coquillette says that, “when he’s in a boardroom, or tal bar of the T. “It is the ‘collective of Rodge’ that when he’s counseling CEOs, he has a way of com- makes him great,” says Friedman. municating that is unique. It’s disarming, and I Cohen is smart, as you would expect given his think it really fosters a level of dialogue that is just undergraduate degree from Harvard College and extraordinarily constructive.” law degree from Harvard Law School, but he also Yet Cohen is not afraid to speak truth to power. has the focus and intellectual discipline that an “I’ve seen him in a number of situations where his effective lawyer must have. Julie Williams, the for- advice was being questioned because it was not the mer chief counsel at the Office of the Comptroller of advice that people wanted to hear, but he stuck to the Currency, says Cohen was always well prepared his guns and was very convincing,” O’Neill says. in meetings with her, and often had a legal notepad “Some senior managers don’t want to be challenged. filled with pages and pages of notes that he would They want safe advisors who will echo what they talk from. “Clearly he had thought things through,” say. … With Rodge, it’s always done very politely, she says. but he will absolutely tell you exactly what’s on his One of Cohen’s greatest strengths as an out- mind.” side counsel are the relationships he has developed Cohen is a native of Charleston, West Virginia, with federal banking regulators. Former Citigroup where his father ran a string of drugstores and his Chairman Michael O’Neill, who worked with Cohen mother was a teacher. After ninth grade, he spent on a number of issues that he declines to be specific three years at the prestigious Deerfield Academy about, offers that “whenever there is something in , then moved on to Harvard. really important that has regulatory or legal impli- Following his graduation from law school, Cohen cations, he is the guy to call.” O’Neill says the regu- was drafted into the U.S. Army and spent two years lators know that Cohen won’t try to “bamboozle” stateside working as a military lawyer before join- them in meetings. “He’s a guy they listen to and ing Sullivan & Cromwell in 1970. The decision trust.” brought him to New York City, a magnet for ambi-

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tious achievers craving a fast-paced work environ- Cohen says. This was after members of the gov- ment. Cohen figured after a few years he’d go back ernor’s staff told Cohen he would never consider to Charleston to practice law, but he and his wife of it. “Celeste was a get-it-done person and he said, 50 years, Barbara, who grew up in North Dakota and ‘That’s a tall order but let me see.’ Within a week the “Rodge is the iconic Minnesota, quickly settled in. “Her job was here, I bill was passed.” Cohen says that New York-based found my job interesting, and between us we just Chemical Banking Corp. bought the largest failed banking lawyer. didn’t want to leave,” he says. thrift in the state, “and we were able to get simpler ... He knows the Cohen does not have a favorite aspect of his resolutions for the rest of them.” industry cold and far-reaching practice — “each one of them is fas- The events of September 2008, when the finan- has unparalleled cinating,” he tells me — and he still finds fulfill- cial crisis quickly worsened, presented Cohen with personal relationships ment in the work. Our conversation takes place on the greatest challenge of his career. Federal regu- throughout the a beautiful Indian summer day in late September. lators opted not to bail out Lehman Brothers as it banking ecosystem at Cohen is sitting at a small table in his corner office had Bear Stearns — which he also represented and large.” at Sullivan & Cromwell’s headquarters in lower which had been acquired by JPMorgan Chase in Manhattan, with a panoramic view of New York har- March 2008 for $10 a share. The / Henry Paulson, bor, the Verrazzano-Narrows Bridge and the Statue provided JPMorgan with tens of billions of dollars former U.S. Treasury of Liberty. He is dressed like a corporate lawyer, in in financial support for the transaction, which it Secretary a dark suit and tie. I ask what sustains him after all opted not to do in any prospective acquisition of these years. “There are different challenges every Lehman. When the firm was unable to find a buyer, day,” he says. “We’re working on one now, which is including a last-ditch deal with the British bank … a variation on a very interesting bank regulatory Barclays that was scuttled by the U.K. government, problem, [and] deals with not truly an acquisition Lehman filed for bankruptcy on Sept. 15, 2008. but [is] related to [one]. It has novel facts, so you Cohen recalls telling a group of regulators the can’t take out old memos and just apply them.” day Lehman failed: “You know, you people think Cohen smiles broadly as he says this. After all these you have … a fire break around Lehman. You have years, he still gets excited by a challenging case. no idea whether those sparks are going to go right Cohen seems to be attracted to financial infer- over the fire break.” And indeed they did. Many now nos like a moth to a flame. As a young attorney, believe that Lehman’s failure was the catalyst that he worked on the resolution of Long Island-based turned a brush fire into a raging inferno. Franklin National Bank, which failed in 1974. It was Another troubled organization that Cohen the largest bank failure in U.S. history at the time. advised during the crisis, Fannie Mae, had a “It’s hard to believe that nobody’s heard of Franklin recapitalization plan rejected by the U.S. Treasury National today, but it was [one of the] largest banks Department prior to its being placed into conserva- in the country and no bank of any size had failed torship. Cohen was in the boardroom when Paulson since the Depression,” Cohen says. A consortium and his team at Treasury informed the organiza- of banks provided financing to Franklin National tion’s directors of the government takeover. “The to ease its way into insolvency so it could later be mood at first was shock and disbelief, and that this sold. “As an associate I worked on documenting that wasn’t right, it wasn’t fair,” says Cohen. “But at the [agreement],” he says. end of the day, I think the board understood that Ten years later, as a recently minted partner at the only two options — that was my view, at least Sullivan & Cromwell, Cohen worked on the bailout — were either to agree or to fight, in which case it of Corp. in 1984, which eclipsed would have been much worse for Fannie and all its Franklin National as the country’s largest bank fail- constituencies.” ure. Cohen wrote an opinion at the insistence of the Paulson told me that he “took great comfort” Federal Deposit Insurance Corp. arguing that the knowing that Cohen was in the boardroom when agency had the authority to recapitalize the bank. the directors learned of the decision. “We met with And one year after that, the failure of a state- the management team and then with the board,” chartered thrift in Cincinnati — which wiped out Paulson says. “Rodge was there both times. I think Ohio’s private insurance fund that guaranteed the he gave them good advice because they did the right deposits at 71 other thrifts — led to runs on other thing.” privately insured thrifts. Sullivan & Cromwell was Other situations turned out better for Cohen’s hired by Ohio Gov. Richard Celeste to clean up the clients. The bailout of AIG, which reached a report- mess. “We went to him and said, ‘The only way we ed $182 billion, saved the company from bank- can get this done is [through] legislation to permit ruptcy. It was one of the principal underwriters out-of-state banks to acquire failed institutions,’” of credit default swaps, derivatives purchased by

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institutional investors to insure mortgage-backed of banking in the by creating a new securities. Its failure could have triggered the fail- class of mega-institutions that control a command- ure of other financial institutions that bought the ing share of the industry’s assets. Cohen has been swaps. To stop this from happening, the Federal involved in several of the largest bank deals in U.S. Reserve acquired an 80% stake in the insurance history, including JPMorgan’s acquisition of Bank company, which would go on to produce a $22.7 One Corp. in 2004 (where he advised JPMorgan’s billion profit for the government once the last of its board), which ranks third; Norwest Corp.’s acquisi- stake sold in 2012. tion of Wells Fargo in 1998 (where he represented Wells Fargo), which ranks fifth; and most recent- ly, BB&T Corp.’s merger last year with SunTrust “In my professional life, no one was Banks to create Truist Financial Corp. (with Cohen advising SunTrust), which is the eighth largest of all there at the time I needed them time and the biggest deal since the financial crisis. more, with his unique insight and Cohen also has the rare distinction of guiding two successful hostile takeovers — Bank of New wisdom, than Rodge.” York’s bid for Irving Trust Co. in 1988, and Wells Fargo’s takedown of eight / Richard Davis, former chairman and CEO at U.S. Bancorp years later. Hostile deals are rare in banking in part because regulators frown on them. There are also pragmatic business implications to consider. An additional client, Wachovia, was similarly A prolonged battle, as was the case between Wells spared from a worst-case scenario. It initially had Fargo and First Interstate, can so depress employee a deal to be acquired by Citigroup in a transaction morale at the target institution and lead to cus- backed by government assistance, but Wells Fargo tomer defections that the acquirer ends up with swooped in with a higher offer that did not require an impaired asset. When Wells Fargo struggled aid. “I’m biased on this because we represented to integrate First Interstate, for instance, its per- Wachovia, but I think it was the right thing to do,” formance suffered, paving the way for Norwest to Cohen says. Cohen was also instrumental in secur- swoop in and acquire Wells Fargo two years later. ing a $9 billion capital injection into Morgan Stanley “Our advice is that if you want to do a hostile deal by Japan’s Mitsubishi UFJ Financial Group, the lat- it should not only be your first priority deal, it ter of which was his client. “When nobody would should be so far above anything else that you would write a check for a dollar, they wrote a $9 billion consider that it’s basically the only deal you would check and really saved the system,” Cohen says. do,” he says. Cohen successfully defended against Cohen has learned a lot from these situations. several hostile takeover attempts as well, includ- One is that the parties involved in crisis-induced ing NCNB Corp.’s unsolicited offer in 1989 for his acquisitions must be able to “talk to each other client, Citizens & Southern Corp., which the latter calmly and coolly,” he says. “Everybody, as best as fended off by merging with another bank instead. one can, [needs to] work together toward a solution Cohen has proven to be creative at times when that everyone can accept.” I asked if he ever lost it came to helping clients expand through acquisi- his temper during tense negotiations. “Of course, tion. In the early 1990s, he exploited a loophole in but what you try to do is lose it once you leave the the federal prohibition against interstate banking room.” Another thing he has learned involves the that allowed a nationally chartered bank to move its importance of thinking outside the box, coming up headquarters 50 miles across state lines. His client, with novel solutions to novel situations. “We called Newark, -based First Fidelity Bancorp, the Continental Illinois [bailout] structure the wanted to move its main office to the three-spigot bathtub because of the way the various suburbs. “So we went to the OCC … and said ‘We’re funds flowed in,” he says. “It was very complicated just going to take our office in New Jersey and move and while simplicity is a goal, it’s not a goal that can it 50 miles across the state line,’” Cohen explains. always be achieved and sometimes the situation is Once it did so, the law at the time permitted First just so complex it requires a complex solution.” Fidelity to expand throughout the state, which it did. The other major issue that has defined Cohen’s “That was the idea, and the OCC agreed,” he says. career has been the consolidation of the U.S. bank- And in 1993, Cohen represented Mellon Bank ing system, where he has earned the reputation Corp. in its first-of-a-kind acquisition of the mutual as a top deal lawyer by advising on hundreds of fund giant Dreyfus Corp. Up until then, it was gen- transactions. Consolidation has changed the face erally assumed that the Glass-Steagall Act prohibit-

18 |BD| 1ST QUARTER 2020 BANKDIRECTOR.COM LARGEST U.S. BANK DEALS OF ALL TIME ed a bank from owning a mutual fund company. DATE DEAL VALUE “We convinced the OCC that what was being BUYER Travelers Group done was not the distribution of securities, but Apr. 1998 $82.5 billion TARGET Citicorp simply the offering of advice, which has always been permissible for banks,” he says. BUYER NationsBank Apr. 1998 $66.6 billion According to those who have worked with TARGET BankAmerica Corp. Cohen on acquisitions, he brings the same level BUYER JPMorgan Chase & Co. of insight and attention to detail to the task Jan. 2004 $58.8 billion that he does to regulatory issues or workouts. TARGET Bank One Corp. Mooney at KeyCorp wanted to retain Cohen BUYER Corp. to advise the bank on its $4.1 billion purchase Oct. 2003 $49.3 billion of First Niagara Financial Group in 2015, TARGET FleetBoston Financial Corp. but the other side had already locked him up. BUYER Norwest Corp. Jun. 1998 $34.6 billion Still, Mooney watched Cohen in action. “He TARGET Wells Fargo & Co. is always so knowledgeable about the various approvals that are going to be required, the BUYER Chase Manhattan Corp. Sept. 2000 $34.4 billion issues that need to be front of mind in terms of TARGET J.P. Morgan & Co. shareholders and regulators, and helping make BUYER Bank One Corp. sure that communication is well-coordinated Apr. 1998 $29.4 billion and announcements are well-placed and well- TARGET First NBD Corp. timed,” she says. BUYER BB&T Corp. SunTrust CEO William Rogers Jr. (who Feb. 2019 $28.1 billion TARGET SunTrust Banks is now president and COO at Truist) credits Sullivan & Cromwell with having a deep bench BUYER Wachovia Corp. May 2006 $25.5 billion of talented lawyers behind Cohen, but says TARGET Corp. the senior chairman is still actively involved BUYER Firstar Corp. in every engagement. “I told our board … that Oct. 2000 $21.2 billion when you hire Rodgin Cohen, you get Rodgin TARGET U.S. Bancorp Cohen,” Rogers says. “He’s seven days a week, BUYER Bank of America Corp. 24 hours. He’s the person on the call. He’s the Apr. 2007 $21 billion TARGET LaSalle Bank Corp. person on the review. He is engaged at the very highest and most significant levels.” BUYER Corp. Nov. 1997 $17.1 billion Michaud at KBW has not only worked with TARGET CoreStates Financial Corp. Cohen on M&A transactions involving banks, he retained Cohen as the firm’s advisor when BUYER Bank of New York Co. Dec. 2006 $17 billion it merged in 2012 with Stifel Financial Corp. TARGET Mellon Financial Corp. “He is not only good with deal metrics, but he BUYER Fleet Financial Group also understands the regulatory side of things Mar. 1999 $16.3 billion very well, which gives management and a TARGET BankBoston Corp. board a good understanding of what’s possible,” BUYER NationsBank Corp. Michaud says. Aug. 1997 $15.5 billion TARGET Barnett Banks Asked what he has learned from all of the M&A deals he has been involved in over his BUYER Wells Fargo & Co. Oct. 2008 $15.1 billion career, Cohen says that acquirers need to have TARGET Wachovia Corp. a clear vision of what they want to achieve, but BUYER Capital One Financial Corp. also that they pay close attention to the needs Mar. 2006 $14.6 billion of other people who are involved in the transac- TARGET North Fork BanCorp. tion. He cites the late Al Lerner, who, among his BUYER Wachovia Corp. many accomplishments, created what was once Mar. 2004 $14.4 billion TARGET SouthTrust Corp. one of the country’s largest monoline credit card companies, MBNA Corp., which he later BUYER First Union Corp. Apr. 2001 $13.6 billion sold to Bank of America Corp. Cohen advised TARGET Wachovia Corp. Lerner on a number of acquisitions and says BUYER Wells Fargo & Co. he was “probably the best deal doer I have ever Jan. 1996 $12.3 billion seen.” TARGET First Interstate Bancorp

Sources: S&P Global Market Intelligence and media reports Notes: Highlighted deals were advised on by H. Rodgin Cohen

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Cohen recalls an incident where Lerner had just he’ll begin by making a moral argument. “I think “totally outmaneuvered” another well-known play- it was important for two reasons,” he says. “One is er in bank M&A during a negotiation. As they were that I think it is morally and ethically right, and I leaving the meeting, Cohen says he complimented think that is something a law firm should consider.” Lerner on the outcome and asked him what his But Cohen says there is another motivation that is “Having women as secret was. Lerner’s reply was, “‘Almost everybody more practical, though equally important. “All we co-equal with men is else starts with … what do I want and how do I get have to offer to clients is the best people with the critical to be able to it? I am totally the opposite. My approach is what best judgment and best skills. If we can have only does the other guy want and how do I give it to him.’” half of the population to provide those skills and offer clients what they Cohen became Sullivan & Cromwell’s chairman judgment, by definition we can’t offer the best legal need. It’s not because in 2000, and its senior chairman in 2009. And while product,” he says. “Having women as co-equal with they need women Sullivan & Cromwell is now one of the banking men is critical to be able to offer clients what they advisors as such, it’s industry’s leading law firms, that wasn’t the case need. It’s not because they need women advisors as because they need the when Cohen joined it in 1970. Michael Wiseman, such, it’s because they need the best legal model.” best legal model.” a Sullivan & Cromwell partner who has worked One of the most compelling aspects of this story closely with Cohen over the years, credits him with for me is the strong impression that Cohen has / H. Rodgin Cohen building a powerful banking practice virtually from made on so many people through the course of his scratch. Early on, Cohen helped banks raise capital long career. What came through in all my report- through securities offerings, then later was success- ing is that people like, respect and trust him — not ful at leveraging those accomplishments into deep- infrequently at the most precarious moments in er relationships with some of the country’s largest their careers. banks. “He built a great team,” says Wiseman. Friedman at JPMorgan says the quality that Cohen also deserves credit for championing the describes him best is “authenticity.” She tells a careers of women at Sullivan & Cromwell, and story that captures this. institutionalizing a culture that emphasizes equal Cohen is a big music fan. His office has a CD opportunity regardless of race, gender or sexual ori- player and stacks and stacks of music CDs of varying entation. “I think you have to recognize Rodge as a genres — rock, country, folk, show tunes and classi- primary driving force with respect to any successful cal. Friedman says that Cohen called her house one diversity initiatives that have happened here over Sunday afternoon. There was a band playing in the the last 20 years,” says Sharon Nelles, who is the West Village and Cohen wanted to know if she and managing partner of the firm’s litigation group and her spouse would like to go listen to them. She said a member of its management committee. “Rodge yes — “Wow, I’m going to see a band with Rodge has always been clear, both to the associates at the Cohen!” — and they met him at what she describes firm and the partners at the firm, that our future as a “little hole-in-the-wall” venue. Cohen had also was completely dependent on the advancement of invited his then-chief of staff, “so no boundaries as diverse attorneys.” far as who he’s inviting,” she says. “He’s inviting Among the diversity initiatives that occurred on who he thought would like the music. He hops out Cohen’s watch were a formal mentorship program of a car with a pad of handwritten notes, and he says for female associates and a flex-time program for to us in a very staccato Rodge way, ‘I listened to all the firm’s lawyers who have family responsibilities. seven of the albums over the last two days to get Beyond these formalized practices, Cohen has also ready for today.’” made a personal commitment to diversity. Whitney Friedman says Cohen’s authenticity is why he Chatterjee, a partner who heads up Sullivan & connects with so many people. Remember the legal Cromwell’s investment management practice and pad filled with notes that Williams says he would has worked closely with Cohen, says he was and bring into meetings with her at the OCC. “It was remains especially focused on giving associates the same preparation for a band that he would do with diverse backgrounds the opportunity to work for a meeting about some regulatory issue, with the on cases that will help them advance professionally. same authenticity and passion, just bringing to the “When you have those experiences, you become a table the people who are going to enjoy the music better lawyer and other people here that you work the same way he’d bring to the table the people who with benefit from you being a better lawyer because needed to solve the legal issue,” she says. “That per- you’ve had the opportunity to work with Rodge,” son carries all the way through everything he does.” she says. “And it was a good band, by the way.” |BD| Ask Cohen why he has placed so much emphasis on building diversity at Sullivan & Cromwell and Jack Milligan is editor in chief of Bank Director.

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