‘The elder statesman of the banking world’

Rodgin Cohen


Banking lawyer ‘par excellence’ Rodgin Cohen has just taken over the chairmanship of Sullivan & Cromwell. Devoted to his practice and one of the firm’s biggest billers, he is no less committed to making Sullivan & Cromwell the market leader in Europe. Claire Smith reports.

Rodgin Cohen has a deadly serious expression on his face. If it were not for his slight frame, he would look fearsome, but instead the new chairman of New York firm Sullivan & Cromwell has a rather studious air about him.

He starts to relax once he is drinking a good English brew from a bone china teacup – a rare sight among US lawyers and a reassuring sign for his London partners as he takes the helm of the firm. Cohen took over this weekend and immediately courted controversy with his insistence on spending three quarters of his time with his clients. He will fight tooth and nail to keep hold of the banking practice he loves.

“I will have less time, but hopefully I will spend a clear majority of my time still practising,” he says. “I will somehow change the management style and structure so that a number of managerial and administrative responsibilities can be turned over to other partners.”

And it is a banking practice not to be sniffed at. Cohen has worked on nearly all the major bank acquisitions in the US, on the first public offering in the US by a foreign bank and on the resolution of most major bank failures. His biggest clients now include First Union Corporation, the Bank of New York, Goldman Sachs and the New York City Clearing House Association, whose membership boasts all the major New York banks.

It was through capitalising on the firm’s institutional relationship with Goldman Sachs, and his own relationship with the clearing house, that he built up an enviable practice specialising in regulatory, acquisitions and securities work for domestic and foreign banks and other financial institutions.

“It happened not because of foresight but because of coincidence, but money flows as the lifeblood of any country,” Cohen says. “You have never had a leading economy without a strong banking system – banking is just so integral to economic well-being.”

Like any New York lawyer, his devotion to his work is absolute. He starts work at just after 7am, and though he heads home at a reasonable time each evening to help his nine-year-old son with his homework, once Cohen junior is tucked up in bed his dad gets back on the phone.

Mark Treanor, general counsel at First Union, says: “One of the stories that often goes around is about calling Rodge late at night and having him pick up the phone and ask if he can put you on hold because he’s on the other line. He’s a very serious guy but he’s very pleasant.”

Cohen recounts passionately the most significant deals he has worked on. “One of the most interesting was Bank of New York/Irving Trust. That was the first large hostile bank deal and the popular bidding was that it couldn’t happen. We finally broke through all of Irving’s defences. It’s interesting to do transactions where they are ground-breaking. The hostile bank transaction tends to be the most consuming that there is.”

But the most satisfying project, he says, was working on behalf of some of the major banks to mobilise assets at the height of the Iranian hostage crisis. On the day the hostages were taken, the US government froze the Iranian assets so the banks holding interests in the country immediately had issues.

“That was undoubtedly the most satisfying transaction ever,” says Cohen. “I remember signing that morning and then watching on the television and hearing that [the hostages] had been let out and seeing them go free.”

With this commitment to work it is not surprising he seems almost reluctant to take up the reins. As he is one of the biggest billers at the firm, Sullivan & Cromwell must have little ground to convince him otherwise.

One headhunter in the New York market says: “He enjoys a superb reputation and he is the banking lawyer par excellence – the elder statesman in that world. I dare say there is virtually not a single significant bank transaction in the past 10 years in which he hasn’t had some direct involvement.

“He is at the top of his game – what Michael Jordan is to basketball, Rodge Cohen is in the banking world. If someone told me he was billing an eight-figure amount it wouldn’t surprise me.”

With such a reputation, it is no surprise the thin, grey-haired Cohen refuses to turn his back on the practice he loves. But the firm is as much a part of his life as the banks are, and his partners feel that they could not have selected a better figurehead. He has been with the firm all his life, spending two years in the US army immediately after leaving Harvard Law School in 1968, only to narrowly avoid the Vietnam conflict and instead end up at Sullivan & Cromwell.

He says: “I was on order [to go to Vietnam] several times but I was lucky and had an assignment which kept me in the US. I remember they would have a big board in the barracks with a list of those assigned [to go] and a list of those reassigned [to stay]. You waited to see what the reassignment list would show, and you hoped your superiors would say you were needed here.”

It was a nail-biting time, and one that no doubt helped shape the thoughtful Rodgin Cohen of today. But while he might not be the outspoken go-getter many firms choose for their frontman, colleagues are sure he is the right man for the job.

Top M&A partner Neil Anderson, a long-standing friend of Cohen’s who transferred to London earlier this year, says he is exactly what Sullivan & Cromwell needs. He sees no problem with Cohen’s plan to devolve more power to the firm’s 10-strong executive committee. “He wants to continue to be a fully active practising lawyer – but the day-to-day paper clipping and pencil counting aspects of management he won’t be doing,” says Anderson.

“He views his role as a leader, dealing with the vision of the firm. There is a lot of consensus-building to be done in a partnership. He will bring his style and his vision of where the firm should go into the equation, but I don’t think there will be abrupt changes – that’s not really the way Sullivan & Cromwell operates.”

That subtle pursuit of harmony is one of Cohen’s strongest points – a great asset to have on your side when you are doing an acquisition, it would seem.

Treanor says: “My guess is that his management style would be to build consensus, in the sense that he’s very much an envoy for his client but at the same time I don’t think he would press an unreasonable position.

“What we have always attempted to do in acquisitions is to realise that it’s a two-way street. We want what’s best for both sides, and Rodge is really very good at brokering that.”

Born in West Virginia, Cohen could not speak with a more American drawl. But as he sips his truly English cup of tea, he tells of his love for all things British and the firm’s commitment to Europe. “One of the very fortunate things that we have done was to come to Europe, and our London office has been extraordinarily successful under Bill Plapinger. I think you can say he has established the most successful UK office of any US firm and it’s something we are really strengthening.

“We are putting a lot of our resources here, and it is not strictly UK work but European as well. Our leading office is clearly here – French transactions are going to be staffed from Paris and German ones in Germany, but in other countries like Italy and Scandinavia we are going to staff them out of London.”

He says those three European offices are enough to build up a continental-wide practice, and one that will be a market leader in his own practice area in particular.

Last year, Cohen himself was heavily involved in advising French bank SocGen in its acquisition of Paribas, the most bitterly-fought bank acquisition ever seen in the country. He says that while local law firms clearly have a part to play in bank M&A on the continent, London firms are just not making an impact on the market.

“The US firms have one huge advantage, that is where they are. We have got this very large economy with an awful lot of merger activity, so there is a lot of expertise which firms in other countries by definition cannot have. That places US firms in a position to really take the leading role in international mergers.

“If you were going in for a major operation you would want a doctor who has performed that operation a number of times. Experience is a tremendous factor, and when you are doing a large merger it’s a company’s life or death situation – they want to go to the firms with the most experience.”

A steady hand is exactly what Cohen hopes to bring to the firm. A devotee of family life (as well as his nine-year-old son he has a 19-year-old daughter – plus two dogs), he will no doubt keep his feet firmly on the ground while continuing to fit more into every day than most of us would even consider.

Though Cohen says he has never had the time to take up golf, Anderson reveals that his partner has a hidden sporty streak. He says: “We had an outing this weekend and he came over to be with us. I saw him on the softball field playing softball with the others for quite a while.” He is also a keen runner.

If Sullivan & Cromwell partners had concerns about the ability of a chairman to run the firm and still spend most of his time practising, Cohen is surely the man who can allay those fears.

London managing partner Plapinger says: “I think that Rodgin Cohen can do whatever he says he’s going to do. He has an incredible capacity to do many, many things at once – if that’s his intention I’m sure he can do it.”