Henry Rodgin Cohen

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Henry Rodgin Cohen
Occupation Corporate Lawyer
Employer Sullivan & Cromwell LLP
Location New York, NY, USA

Henry Rodgin Cohen has been a partner at Sullivan & Cromwell LLP since 1977. [1] He served as chairman from 2000 through the end of 2009 and as its senior chairman since January 1, 2010. His practice focuses on commercial banking and financial institutions, specifically acquisition, corporate governance, regulatory and securities law matters.

Cohen represents The Clearing House Association[2] and is also a frequent speaker on banking law matters and author of articles on commercial banking issues.


Cohen has played an integral role in the resolution of most major bank failures, including Washington Mutual, Continental, First City, Southeast, Franklin National and Bank of New England. At the recommendation of the Federal Reserve, he also helped resolve the Ohio thrift crisis during the U.S. Savings and Loan crisis in the 1980s.

In bank acquisitions in the United States, Cohen has been engaged with major banks 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 was engaged in cross-border and non-U.S. transactions with the 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, 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 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 to acquisitions in the insurance industry, including Anthem-WellPoint and Manulife-Hancock. Cohen has assisted with numerous bank regulatory matters with the four banking regulatory agencies and other governmental agencies, on behalf of many of the largest U.S. and non-U.S. financial institutions and trade associations.

In the last several years, he has engaged in regulatory, law enforcement and internal investigations of financial institutions. Among the publicly disclosed matters are: Lloyds, ABN AMRO, Bank of Montreal, Banco Popular, Bank of New York, Fifth Third, First Horizon, IDB, KeyCorp, Mellon, Mitsubishi UFG, Royal Bank of Canada, Standard Chartered, Sun Trust, Wachovia and Wells Fargo. He was also part of the first public offering in the United States by a non-U.S. bank (Barclays) in the securities area. Other public offerings he has worked on include Citicorp, Chase, Chemical, Morgan Guaranty, Security Pacific, First Interstate, Bank of New York, BancOne, Mellon, First Union, Shawmut, Wachovia, First Bank System, Continental Illinois, First Fidelity, MBNA, Republic New York, KeyCorp and Norwest.

His membership activity includes The Pew Financial Reform Project; the IIF Special Committee for a Strategic Dialogue for Effective Regulation; the Treasury Advisory Committee on the Auditing Profession; The New York State Commission to Modernize the Regulation of Financial Services; and The Financial Services Roundtable’s Blue Ribbon Commission on Enhancing Competitiveness. In 2003, he was a member of the Group of 30 Study Groups on Financial Institution Reporting and on Global Institutions; in 1997, he was a member of the National Supervision and Systemic Risk; and in 1992, he was a member of the New York Superintendent’s Advisory Committee on Transnational Banking Institutions. In 1981 he participated in the bank negotiations that helped to free the Iranian hostages.

Cohen is a trustee of New York Presbyterian Hospital, Rockefeller University, the Hackley School, Deerfield Academy, Hampton University, Lincoln Center Theater, New York City Partnership and, formerly, the Economic Club of New York, and is a member of the Harvard Law School Visiting Committee and the advisory boards of Wall Street Rising, United Way of Westchester-Putnam and the University of Charleston.

In March 2010, he was recognized as one of “The Decade’s Most Influential Lawyers” by The National Law Journal and in May 2010, he was honored with the Servant of Justice Award at the Legal Aid Society’s 33rd Annual Dinner in New York. In November 2010, he was inducted into the National Association of Corporate Directors Directorship 100’s Corporate Governance Hall of Fame in recognition of his lasting influence over corporate governance and the boardroom community.

He was named to the FDIC Advisory Committee on June 3, 2011.[3]


Cohen graduated magna cum laude in 1965 from Harvard College and from Harvard Law School in 1968.


  1. H. Rodgin Cohen. Sullivan & Cromwell LLP.
  2. H. Rodgin Cohen - Profile. U.S. Securities and Exchange Commission.
  3. Press Release. The Investment Authority.