“It sounds like I’m over-stating it but in one or two years, when they write the book on this, when they do the movie, one of the key characters will be Rodge Cohen.”
With comments like that, courtesy of Sullivan & Cromwell M&A partner Frank Aquila, the danger is that the movie will be a hagiography. The truth is that Aquila’s comments are echoed by more or less everyone you talk to about Sullivan & Cromwell’s iconic chairman.
The reason is simple. During the chaos of the post-credit crunch financial world, Rodgin Cohen has popped up everywhere. Over the past two weeks of historic, market-reshaping events, he has been ubiquitous.
Stretching back further, from the sovereign wealth deals of last year to the landmark transformation of Goldman Sachs from an investment bank into a bank holding company last week, Cohen has been there.
“He’s the only senior partner I can think of who manages full-time
fee-earning with running a major international law firm,” says one
Cohen joined Sullivan & Cromwell in 1970. He became a partner in 1977 and was elected chairman in July 2000. During the four decades he has been at the firm, as a bank regulator specialist he has played pivotal roles for the world’s leading financial institutions in some of the most high-profile and nail-bitingly critical deals in US financial market history.
However, none of Cohen’s earlier engagements have been as landmark as those on which he has been working over the past year – acting for the board of directors at Bear Stearns on its takeover by JPMorgan Chase; advising mortgage giant Fannie Mae on its nationalisation; helping steer AIG to its $85bn (£46bn) bailout by the Federal Reserve; and most recently lending his years of knowledge to investment banks Lehman Brothers (which opted for Chapter 11) and Goldman (which along with Morgan Stanley converted to a bank holding company last week).
“Rodge’s role throughout the past 30 years has prepared him in a unique way to deal with this,” says Aquila. “Unless you had his raw talent and ability, plus the experience he’s gathered, you couldn’t have played such a vital role as he has over the past nine to 12 months.”
In Aquila’s opinion, it is almost as if Cohen’s numerous career highs over the years were secondary to the role he is now playing, merely preparing him for the past year’s events.
“He’s every bit a central player in this as [US treasury secretary Henry] Paulson,” claims Aquila.
According to Sullivan partner Alison Ressler, Cohen’s core qualities are three-fold.
“One, he’s brilliant,” Ressler says. “Two, he’s strategic and practical. And three, everyone has complete faith in his judgement and ability to get things done.”
That latter ability has proved particularly helpful in these turbulent times, when one of the biggest issues for Cohen and Sullivan has been conflicts of interest.
“It’s been hard to anticipate conflicts in this market,” says The Deal assistant managing editor John Morris. “Who would have thought you’d see Merrill Lynch and Bank of America merger, or Barclays buy a chunk of Lehman? You just can’t foresee who your clients will face across the table.”
It is understood that Cohen was advising Lehman right up to the last minute before it filed for bankruptcy. Sullivan then advised Barclays on the acquisition of Lehman’s assets, buying up large pieces of the firm’s former client. The contract that allowed Barclays to buy Lehman’s assets was described by the bankruptcy judge as a “contract of adhesion”.
In other words, it was extremely tough. And who oversaw its drafting? Don’t knock yourself out guessing. As one New York partner puts it: “They didn’t linger long over loyalties.”
Cohen’s skills and business acumen have been tested like never before in the past few weeks. Sullivan partners say they are “religious” about conflicts, but Ressler argues that Cohen’s stellar reputation helps.
“Yes, we’ve been in situations where there are Sullivan & Cromwell clients on both sides,” she admits. “We have to make the decision which client we are going to act for. Then we get a waiver of conflict. We’re very cognisant of the issue and understand it. Our clients are often happy to have us on the other side because they know the deal will get done.”
On a personal level, for such a high-powered rainmaker Cohen is unusual in that he appears to be widely liked.
“He gives credit to others,” says Ressler. “He is so non-egotistical and uninterested in his personal standing. You can’t help but be attracted to someone like that.”
Cohen is said to be one of those rare people who genuinely need very little rest to perform. “He sleeps maybe two to three hours a night and is literally working the rest of the time,” says Ressler.
Cohen is also fascinated with the financial services industry, constantly studying it so he knows the financials of the key organisations and staying in touch with potential and existing clients. “He’s constantly thinking ahead,” Ressler says.
And as for running Sullivan? Well, there is no doubt at all about who is the boss, but Cohen has a significant amount of help.
“At Sullivan we’ve distributed a lot of the running of the firm throughout a nine-person team,” Ressler reveals. “So Rodge has a very hands-on number two in Joe Shenker, who handles the firm finances, and there’s also Bill Indoe who takes care of administration. So there’s a committee of nine people that run the firm. Rodge is top of everyone, but he doesn’t run the firm as a full-time job to the exclusion of everything else.”
At the end of 2009, the by then 65-year-old Cohen will retire as chairman of Sullivan in favour of Shenker. But that does not mean he will have to retire as a partner and senior counsel to the world’s top banks (or what is left of them).
“Presumably he’ll continue,” says Aquila. “Unless maybe he gets a call from the Federal Reserve…”
For Cohen, a lifelong Democrat, that may depend on who wins a certain election in November.