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Donald Toumey is convinced there are two H. Rodgin Cohens. “They’re twins, obviously,” says Toumey, who, like Cohen, is a partner at New York’s Sullivan & Cromwell. “And one sleeps one day while the other one works, and then they switch places.” Toumey concedes that he has not yet figured out how the two Cohens share information. “It’s all very secret,” he says. At a firm where pulling all-nighters is de rigueur, Cohen, 57, stands out as impressively indefatigable. Since starting as an associate at Sullivan & Cromwell in 1970, Cohen — known familiarly as “Rodge” — has helped revolutionize banking. He has worked on the first U.S. public offering by a foreign bank, paved the road for interstate banking and partaken in every substantial hostile takeover in the banking industry. Two years ago he added administrative duties to his portfolio when he was elected the firm’s chairman, but he still maintains his banking practice, which exposes him to mergers and acquisitions, securities, antitrust and regulatory work. Because of the size of his practice, Cohen says, he had concerns when he was first approached about succeeding Ricardo Mestres Jr. as Sullivan & Cromwell’s chairman. “But I looked at Sam Butler at Cravath and Steve Volk at Shearman & Sterling and Henry King at Davis Polk,” he says. “They all maintained active practices [while] chairing their firms.” As chairman, Cohen has focused on enhancing the firm’s European presence, adding attorneys to Sullivan & Cromwell’s offices in Frankfurt, London and Paris. And his banking practice took only a small hit: Cohen says that while chairing the firm, he has been able to bill about three-quarters of the number of hours he did previously. During 2001, Cohen handled two top-15 merger and acquisition deals — one of which was a hostile affair. He represented Charlotte, N.C.�-based First Union Corp. in its successful acquisition of Winston-Salem, N.C.-�based Wachovia Corp., fending off an unsolicited bid from Atlanta-based SunTrust Banks Inc. That deal, the year’s 11th-largest, was valued at $13.1 billion. He also advised the Mexican bank Grupo Financiero Banamex�Accival S.A. de C.V. — better known as Banacci — in its acquisition by Citigroup Inc. It was the year’s 12th-largest M&A transaction, valued at $12.8 billion. When Cohen began his career, hostile takeovers and cross-border acquisitions were unheard of in the world of banking. “It had been a backwater for a long time,” Cohen says of the practice area, “but that really changed in the ’70s,” when statutory changes began to ease restrictions on banks. It’s easy to forget how insular banking was just a little more than a decade ago. “Now we have banks covering huge swaths of land,” says Mitchell Eitel, a Sullivan & Cromwell partner who worked with Cohen on the First Union�Wachovia merger. “Rodge was the architect of the transactions that [first] allowed banks to branch across state lines.” Eitel is referring to Cohen’s role in establishing a Pennsylvania office of New Jersey�-based First Fidelity Bancorp. in 1991. To orchestrate the transaction, Cohen took advantage of a slight change in the wording of the National Bank Act. A statement expressly prohibiting a bank from having branches outside its own state had been omitted by legislators, perhaps accidentally. It wasn’t until three years later that Congress passed a law explicitly allowing for interstate acquisitions of banks and establishment of interstate branches, with the latter requiring state approval. Such is Cohen’s legerdemain. “He’s very good at bringing the commercial world to government officials and making people in the commercial world understand the way government works,” says Toumey. In the Citigroup-Banacci deal, for instance, Cohen helped structure the purchase to clear the banking and securities regulations of two different and sophisticated systems — those of the United States and Mexico. In the brawl over Wachovia, regulatory issues played an even more prominent role. “Once [hostile transactions] start, you eat, sleep, drink and even dream these deals,” Cohen says. “There are so many moving pieces within a regulated industry.” After SunTrust declared itself as a Wachovia suitor — a month after the April 15 First Union�-Wachovia merger announcement — Cohen had to move quickly, taking both the offensive and defensive. For example: Since the first completed proxy offer would likely be the one that shareholders would vote on, Cohen sought to clear the First Union proxy with the Securities and Exchange Commission, while pointing out gaps and deficiencies in SunTrust’s, in hopes of stalling SEC approval of it. Cohen also had to get the First Union�Wachovia transaction cleared by the Federal Reserve Board, while petitioning the SEC to bar SunTrust from buying its own stock during its proxy solicitation. Cohen’s win on that front helped keep the value of SunTrust stock down. SunTrust’s all-stock bid of $15.1 billion in May initially overshadowed First Union’s, but its value had dwindled to $13.5 billion by August, when Wachovia’s shareholders voted. Cohen’s long-standing relationships with both First Union and Wachovia also helped move the transaction along. (Sullivan & Cromwell let the companies decide which one the firm would counsel.) Eitel notes that, since the two banks had been rivals, having someone that both parties trusted was helpful. “[Cohen is] just incredibly accessible to his clients and is delightful to work with,” says Mark Treanor, who was First Union’s executive vice president and general counsel at the time of the merger. “It’s not just another deal for him.” (Treanor now holds the same position at the merged firm, which uses the Wachovia name.) Treanor also gives Cohen much of the credit for fashioning the First Union�-Wachovia deal. “He was at the hub of things, able to touch all the parts,” says Treanor. During the three months when First Union was staving off SunTrust’s bid, that meant holding conference calls twice a day — at 8 a.m. and 5 p.m. “And the real work,” says Cohen, “happened before and after that.” All this while in the throes of the Banacci deal and — oh, yes — managing the firm. That’s when having a twin comes in handy.

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