The students of Professor Robert Clark’s and Vice Chancellor Leo Strine’s Mergers, Acquisitions, and Split-Ups class were recently treated to a fascinating discussion on the future of mergers and acquisitions, with a particular focus on transactions involving financial institutions, by Rodgin Cohen, the current chairman of Sullivan & Cromwell LLP. Mr. Cohen is one of the most influential private-sector players in the financial crisis—during September alone, Mr. Cohen acted as an adviser to Fannie Mae, Lehman Brothers Holdings Inc., Wachovia, Barclays PLC, American International Group Inc., J.P. Morgan Chase & Co. and Goldman Sachs Group Inc. in a variety of transactions.
Mr. Cohen talked about the current state of the financial system and the importance of confidence to the effective functioning of any financial system, before moving on to discuss a number of recent transactions. He focused on the significant differences in financial transactions, due to the regulatory overlay, and provided numerous insightful examples of recent transactions where these issues were of critical importance. He also provided specific examples of the government’s role, which facilitated transactions that involved asset sales without the assumption of all the corresponding liabilities, either explicitly, through stop-loss relief or capital adequacy exemptions. Mr. Cohen also provided interesting insights into what he expects in terms of forthcoming regulatory changes.
A video of the discussion can be accessed on the here.