Mr. Guynn is head of Davis Polk & Wardwell’s Financial Institutions Group. His practice focuses on providing strategic bank regulatory and enforcement advice and advising on M&A and capital markets transactions when the target or issuer is a banking organization or other financial institution. He also advises on corporate governance and internal controls, cross-border collateral transactions, securities settlement systems and payment systems. His clients include all three of the largest U.S. and many of the world’s leading European and Asian banking organizations.

Financial Crisis. He is advising the Federal Reserve Bank of New York on the Treasury’s $250 billion bank capital purchase program. He is also providing legal support and technical analysis to the Securities Industry and Financial Markets Association (SIFMA) on the Emergency Economic Stabilization Act and the $700 billion Troubled Asset Relief Program (TARP) and the proposed restructuring of the U.S. financial regulatory system (e.g., the proposal to create a financial markets stability regulator). He is advising The Royal Bank of Scotland Group (RBSG) on the backstop provided by Her Majesty’s Government on a £20 billion public offering of new equity capital.

Troubled and Assisted Bank Transactions. He advised Freddie Mac on the U.S. government’s conservatorship and financial assistance package; the Federal Reserve Bank of New York on the $85 billion financing for AIG; Citigroup on its proposed rescue of Wachovia in the first FDIC-assisted “open bank” transaction to be proposed in nearly 20 years and the first to invoke the “systemic risk” exception to the “least cost resolution” principle; and various financial institutions on “good bank/bad bank” structures.

Credit Risk Management. Recent credit risk management advice has included representing Citigroup and various other financial institutions on their credit exposures to Bear Stearns and Lehman Brothers.

M&A. In addition to the troubled and assisted bank transactions listed above, recent significant M&A assignments include Morgan Stanley on its sale of a $5 billion minority interest to the China Investment Corporation (CIC); E*TRADE on its sale of a $2.5 billion minority interest to Citadel; ABN AMRO on its $101 billion acquisition by a consortium consisting of RBSG, Fortis and Santander; ABN AMRO on its $21 billion sale of LaSalle Bank Corporation to Bank of America; SLM Corporation (Sallie Mae) on its proposed $25 billion sale to an investors group led by J.C. Flowers; Sanpaolo IMI on its €65 billion merger with Banca Intesa; Mercantile Bancshares on its $6 billion sale to PNC Financial; Huntington Bancshares on its $3.6 billion acquisition of Sky Financial; Citigroup on its $3.1 billion stake in Guangdong Development Bank; Industrial and Commercial Bank of China on its sale of a $3.8 billion minority interest to Goldman Sachs, Allianz and American Express; and Santander in its $2.7 billion minority investment in Sovereign Bancorp.

Capital Markets. Recent capital markets transactions include advising Morgan Stanley on a $10 billion investment by the U.S. Treasury pursuant to its $250 billion bank capital purchase program; the Industrial and Commercial Bank of China in its $16.1 billion international IPO, which together with its $5.9 billion domestic offering, was the largest IPO in history; the underwriters on the $9.2 billion initial public offering by China Construction Bank; structuring various tax-deductible trust preferred securities that qualify for Tier 1 regulatory capital and Moody’s basket C treatment; and structuring various 3(a)(2)-exempt equity and credit derivatives programs.

Financial Regulatory. He is advising Morgan Stanley on the bank regulatory, compliance and corporate issues related to its conversion into a bank holding company. Other recent bank regulatory advice has included national security reviews of sovereign wealth fund investments in U.S. financial institutions, access to the Federal Reserve’s discount window, merchant banking, anti-money laundering, economic sanctions (OFAC), energy derivatives, controlling and non-controlling investments, 23A/23B, debanking, rebanking, FHC status, hedge funds, federal preemption, anti-tying, Utah industrial banks, corporate governance and internal controls.

Compliance and Enforcement. Recent compliance and enforcement advice has included ABN AMRO on its DOJ investigation related to anti-money laundering and economic sanctions issues; Intesa Sanpaolo on its written agreement with New York state and federal banking regulators relating to its anti-money laundering compliance program; Israel Discount Bank on its written agreement with New York state and federal regulators relating to anti-money laundering compliance; and Union Bank of California on its deferred prosecution agreement with the DOJ relating to anti-money laundering compliance issues.

Mr. Guynn joined Davis Polk in 1986 and became a partner in 1993. He practiced in the Paris office from 1988 to 1990 and the London office from 1994 to 1999.

He graduated, with highest honors, from Brigham Young University in 1981 and in 1984 received his J.D., Order of the Coif, from the University of Virginia School of Law, where he was executive editor of the Virginia Law Review. Mr. Guynn was a law clerk for the Honorable William H. Rehnquist, U.S. Supreme Court, from 1985 to 1986, following a clerkship with the Honorable J. Clifford Wallace, U.S. Court of Appeals, Ninth Circuit, from 1984 to 1985.

Mr. Guynn has been a speaker on numerous banking and securities law panels and is the author of several publications, including Foreign Bank Acquisitions of U.S. Banks and Thrifts, and Foreign Banks as U.S. Financial Holding Companies, in U.S. Regulation Of Foreign Banks, chs. 3 and 10 (5^th ed. 2008); United States Disclosure Standards for Banks, in Asia Law Week (1998); and Modernizing Securities Ownership, Transfer and Pledging Laws: A Discussion Paper on the Need for International Harmonization (Capital Markets Forum, International Bar Association 1996).

He was legal adviser to the Working Group on Public Disclosure (an advisory group to the Federal Reserve that issued recommendations for improving public disclosure by financial institutions in 2001); a member of the drafting committee for the Hague Convention (PRIMA) on Private International Law (which established modernized choice of law rules for cross-border securities and collateral transactions), 2002; a legal adviser to the Group of 30 in connection with Global Clearing and Settlement: A Plan of Action (2003) (principal author of Recommendation 15 on reducing legal risk); and chairman of the Ad Hoc Committee on Modernizing Securities Ownership, Transfer and Pledging Laws of the Capital Markets Forum of the International Bar Association from 1994 to 2000. He is a member of the International Bar Association, the American Bar Association, the New York City Bar and the Federalist Society.

He has been listed in numerous guides to the world’s leading business lawyers since 1996, including Chambers Global—The World’s Leading Lawyers, Chambers USA—America’s Leading Business Lawyers, IFLR’s Guide to the World’s Leading Financial Law Firms, Euromoney’s Guide to the World’s Leading Banking Lawyers, Law Business Research’s International Who’s Who of Banking Lawyers, Who’s Who in America, Who’s Who in the World and Who’s Who in American Law. He has been a member of the French-American Foundation, Young Leaders Program since 1994.

He is a co-founder, chairman of the National Advisory Board and a member of the executive committee of the Constitutional Sources Project (ConSource), a non-profit organization that is building the first comprehensive online library of original source materials of the U.S. Constitution.