This Is How He Became Banking's Most Sought-After Lawyer
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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 Rindustry 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 12 |BD| 1ST QUARTER 2020 PHOTOGRAPH: REGIS LEFEBURE COVER STORY 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 Bank of New England’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 bailout. And a fourth — Wachovia 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 Wells Fargo & 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 Washington, 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- BANKDIRECTOR.COM 1ST QUARTER 2020 |BD| 13 COVER STORY 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.