De Ghenghi, Luigi L. | Lawyers | Davis Polk & Wardwell LLP

Work Highlights

Financial Crisis-related Representations

Morgan Stanley on the bank regulatory, compliance and corporate issues related to its conversion into a bank holding company, including approvals from the Federal Reserve Board for non-controlling investments in banks and other financial institutions
Morgan Stanley on its loan marketing joint venture with Mitsubishi UFJ Financial Group
Freddie Mac on the U.S. government’s conservatorship and financial assistance package
Morgan Stanley on the bank regulatory, compliance and corporate issues related to its conversion into a bank holding company, as well as issuances of FDIC-guaranteed debt
Lloyds Banking Group on U.S. bank regulatory matters relating to its acquisition of HBOS and Her Majesty’s Government’s investment in Lloyds Banking Group

Capital Markets Transactions

Ally Financial on the public offering of $2.7 billion of trust preferred securities sold by the U.S. Department of the Treasury
Ally Financial on the public offering of preferred stock sold by GM Preferred Finance Co. Holdings LLC
Agricultural Bank of China on its $22 billion initial public stock offering, the second-largest IPO in history and the largest-ever by an Asian issuer
The underwriters on BankUnited, Inc.’s $900 million initial public stock offering
The underwriters on Fifth Third Bancorp’s $1.7 billion equity offering and $1 billion offering of investment-grade notes
Citigroup, Inc. on its offering of $20.5 billion of new equity capital and debt securities in connection with its repayment of $20 billion of TARP trust preferred securities
The underwriters on Allied Irish Banks, p.l.c.’s $2.1 billion contingent mandatorily exchangeable notes offering and disposal of common stock of M&T Bank Corporation
The underwriters on Royal Bank of Canada’s $1.5 billion offering of covered bonds
The underwriters on the Treasury Department’s offering of warrants to purchase common stock of Sterling Bancshares
E*TRADE on its $550 million SEC-registered common equity offering and $1.7 billion debt restructuring
The underwriters in Whitney Holding Corporation’s $218 million SEC-registered common equity offering
The underwriters in MB Financial’s $191 million SEC-registered common equity offering in connection with its FDIC-assisted acquisition of the deposits and certain assets of Corus Bank, N.A.
The sole underwriter in East West Bancorp’s $80 million SEC-registered common equity offering
The underwriters in U.S. Central Federal Credit Union’s $4 billion offering of senior notes guaranteed by the National Credit Union Administration under its Temporary Corporate Credit Union Liquidity Guarantee Program
Morgan Stanley on its $5.75 billion SEC-registered offering of FDIC-guaranteed debt
The underwriters on Washington Mutual’s $3 billion SEC-registered offering of non-cumulative perpetual preferred shares convertible into common stock
The underwriters on Indy Mac Bank, F.S.B.’s $500 billion Rule 144/Regulation S offering of perpetual non-cumulative preferred stock
Huntington Bancshares Incorporated on a $250 million SEC-registered offering of trust preferred securities
Industrial and Commercial Bank of China on its $15.3 billion international initial public offering
China Merchants Bank on its $2.4 billion international initial public offering
The underwriters on Saras S.p.A.’s €2.1 billion initial public offering
The underwriters on China Construction Bank’s $9.2 billion initial global equity offering

M&A Transactions

Morgan Stanley on the spin off of its in-house proprietary trading unit Process Driven Trading (PDT)
Morgan Stanley on its conversion of MUFG’s preferred stock interest in Morgan Stanley to common stock
Morgan Stanley on its securities joint venture in Japan with MUFG
Green Dot on its acquisition of Bonneville Bancorp
Tailwind on its $60 million investment in Hamilton State Bancshares
PIMCO on the formation of its $2.3 billion Bank Recapitalization and Value Opportunities (BRAVO) Fund and its proposed investment in ECB Bancorp
FBR Capital Markets as financial adviser to AloStar Bank of Commerce in its acquisition of Nexity Bank from FDIC receivership
SJB Escrow Corp on the largest “blind pool” ($1.1 billion) formed to acquire failed banks from the FDIC
FBR Capital Markets as financial adviser and placement agent for State Bank & Trust on its $300 million capital raising and FDIC-assisted acquisition of Security Bank
Deutsche Bank Securities as financial adviser to East West Bancorp in its FDIC-assisted acquisition of United Commercial Bank
Lloyds Banking Group on U.S. bank regulatory matters relating to its acquisition of HBOS and Her Majesty’s Government’s investment in Lloyds Banking Group
Ayala Corporation on its $290 million tender offer, together with Providence Equity Partners, for eTelecare Global Solutions
TPG-Axon on its acquisition of non-voting, mandatory convertible non-cumulative preferred stock from Merrill Lynch & Co., Inc.
Banca Intesa and Sanpaolo IMI on the U.S. bank regulatory matters, and Sanpaolo IMI on all other matters, relating to the €65 billion merger between Banca Intesa and Sanpaolo IMI
Telecom Italia on its €20 billion tender offer for, and merger with, TIM
Sanpaolo IMI on the €679 million spinoff of Fideuram Vita from Banca Fideuram to Sanpaolo IMI

News

Publications

Forthcoming in 2012

Foreign Bank Acquisitions of U.S. Banks and Thrifts (6th Ed.)
Chapter 6, Regulation of Foreign Banks and Affiliates in the United States

Forthcoming in 2012

Foreign Banks as U.S. Financial Holding Companies (6th Ed.)
Chapter 10, Regulation of Foreign Banks and Affiliates in the United States

Client Publications

Last Name
Title ALL TITLES Associate Consultant Counsel Counsel - Registered Foreign Lawyer General Counsel Law Clerk Litigation Counsel Partner Registered Foreign Lawyer Senior Counsel
Offices ALL OFFICES Beijing Hong Kong London Madrid Menlo Park New York Paris São Paulo Tokyo Washington DC
Practices ALL PRACTICES Antitrust Asia Practice Bankruptcy Litigation Board of Directors Litigation and Strategic Counseling Capital Markets China Practice Commercial Dispute and Contract Compliance and Advisory Compliance and Advisory Consumer Class Action Consumer Products Corporate Corporate Governance Credit Derivatives and Structured Products Energy/Utilities Environmental Europe Practice Executive Compensation and Employee Benefits Financial Crisis and Subprime Lending Financial Institutions Foreign Corrupt Practices Act Health Care Health Care/Life Sciences Hedge Funds India Practice Insolvency and Restructuring Intellectual Property Intellectual Property Litigation Internal Investigations International International and Domestic Arbitration International Litigation and Enforcement Investment Funds Litigation and Investigations Investment Management Leveraged Finance Litigation M&A-Related Litigation Mass Torts and Product Liability Media and Telecom Mergers and Acquisitions Private Equity Professional Liability Project Finance Real Estate Securities Class Actions Securities Enforcement Spain and Latin America Practice Tax Tax Controversy Technology Trading and Markets Trusts and Estates White Collar Criminal Defense
Law School ALL SCHOOLS Albany Law School American University, Washington College of Law Australian National University Australian National University College of Law Beijing Foreign Studies University Benjamin N. Cardozo School of Law Bond University Faculty of Law Bordeaux University Boston University School of Law BPP Law School Brigham Young University, J. Reuben Clark Law School Brooklyn Law School Campus Law Centre, Delhi University Chicago-Kent College of Law - I.I.T. China University of Political Science and Law College of Law, London Columbia Law School Columbia University Cornell Law School Duke University School of Law Ecole de formation des Barreaux (EFB-Paris) Emory University School of Law Fordham University School of Law Frankfurt University, Institute for Law and Finance Fudan University Law School George Washington University George Washington University Law School Georgetown University Law Center Ghent University Faculty of Law Harvard Law School Hofstra University School of Law Howard University School of Law Institut d'Études Politiques de Paris (Sciences Po) Karl-Franzens-Universität Graz, Faculty of Law King's College London School of Law King's College, University of London Leiden University London School of Economics London School of Economics and Political Science London School of Economics Department of Law McGill University, Faculty of Law Murdoch University School of Law National Taiwan University (NTU Law) National University of Singapore Faculty of Law New York University New York University School of Law Northwestern University School of Law Oberlandesgericht Koln Osgoode Hall Law School of York University Peking University Pontificia Universidade Católica de São Paulo Faculdade Paulista de Direito Queensland University of Technology Renmin University of China Renmin University of China Law School Ruhr-Universität Bochum, Die Juristiche Fakultät Rutgers University Rutgers University School of Law - Newark Seton Hall University School of Law Shanghai Institute of Foreign Trade Shanghai University of Finance and Economics Southern Methodist University School of Law St. John's University School of Law Stanford Law School Stanford University Stockholm University School of Law SUNY Buffalo Tel Aviv University The College of Law, Chester, England Transnational Law and Business University Trinity College, Dublin School of Law Trinity College, University of Cambridge Tsinghua University UC Berkeley - Boalt Hall School of Law UC Davis School of Law UC Hastings College of the Law UCLA School of Law Universidad Carlos III de Madrid School of Social Sciences and Law Universidad Católica Argentina (Buenos Aires), Facultad de Derecho Universidad de Buenos Aires Universidad de Deusto Universidad Pontificia Comillas (ICADE) Universität Zu Köln Université de Droit & Sciences Economiques Nancy II Université de Strasbourg Faculté de droit Université Jean Moulin Lyon 3, Faculté de droit Université Paris 1 Panthéon-Sorbonne Université Paris II Panthéon-Assas Université Paris II Panthéon-Assas Université Sceaux-Paris XI University at Buffalo Law School - SUNY University College London, Faculty of Laws University of Bristol School of Law University of British Columbia Faculty of Law University of Cambridge University of Cambridge, Faculty of Law University of Cape Town University of Cape Town, Faculty of Law University of Chicago University of Chicago Law School University of Cologne University of Connecticut School of Law University of Delhi Faculty of Law University of East Anglia University of Edinburgh School of Law University of Florida University of Genoa (Italy) Faculty of Law University of Georgia School of Law University of Glasgow School of Law University of Groningen University of Hong Kong University of Hong Kong, Faculty of Law University of International Business & Economics University of Iowa College of Law University of Ljubljana, Faculty of Law University of London University of Melbourne University of Melbourne Law School University of Miami School of Law University of Michigan University of Michigan Law School University of Minnesota Law School University of Munich, Faculty of Law University of Murcia University of Naples Federico II School of Law University of Natal, School of Law University of New South Wales University of New South Wales, Faculty of Law University of Notre Dame Law School University of Otago, Faculty of Law University of Oxford University of Pennsylvania University of Pennsylvania Law School University of Pittsburgh School of Law University of Queensland University of Queensland, TC Beirne School of Law University of San Diego School of Law University of Sao Paulo Law School University of South Carolina School of Law University of Southern California Gould School of Law University of Stellenbosch, Faculty of Law University of Sydney Law School University of Tel Aviv, The Buchmann Faculty of Law University of Texas at Austin University of Texas School of Law University of the West of England, Bristol University of the Witwatersrand, Oliver Schreiner School of Law University of Tokyo, Faculty of Law University of Toronto, Faculty of Law University of Toronto, Faculty of Law/Joseph L. Rotman School of Management University of Utah S.J. Quinney College of Law University of Virginia University of Virginia School of Law University of Warsaw, Faculty of Law and Administration University of Washington School of Law (Seattle) University of Western Australia University of Western Australia, Faculty of Law University of Western Ontario University of Wisconsin Law School Univerzita Karlova v Praze Vanderbilt University Law School Wake Forest University School of Law Washington & Lee University School of Law Washington University in St. Louis Washington University in St. Louis School of Law Wayne State University Law School Yale Law School Yale University
Clerkship ALL CLERKSHIPS Amon, Carol Bagley Aspen, Marvin E. Bates, John D. Bea, Carlos T. Becker, Edward R. Benton, Duane Berman, Richard Bernstein, Stuart M. Binnie, Ian Block, Frederic Boggs, Danny J. Bork, Robert H. Boyle, Terrence Breitel, Charles D. Breyer, Stephen G. Brown, Janice Rogers Buchwald, Naomi Reice Byrne, Jr., William Matthew Cabranes, José A. Caffrey, Andrew A. Callinan, Ian Cardamone, Richard J. Casey, Richard Conway Castel, P. Kevin Cedarbaum, Miriam Goldman Chagares, Michael A. Chandler III, William B. Chin, Denny Clark, Thomas A. Clay, Eric L. Coffey, John L. Conboy, Kenneth Conner, William C. Cote, Denise Cummings, Walter J. Cyr, Conrad K. Daniels, George B. Davis, Legrome Drain, Robert D. Duffy, Kevin Thomas Edelstein, David N. Feinberg, Wilfred Fisher, Raymond C. Flannery, Thomas A. Fogel, Jeremy Fuentes, Julio Gagliardi, Lee P Garaufis, Nicholas G. Garibaldi, Marie L. Garth, Leonard I. Ginsburg, Douglas H. Ginsburg, Ruth Bader Glasscock III, Sam Glasser, I. Leo Gleeson, John Goettel, Gerard L. Goodwin, Alfred T. Gorenstein, Gabriel W. Greenberg, Morton I. Gregory, Roger L. Griesa, Thomas P. Grunis, Asher Hall, Janet C. Hall, John E. Hays, Paul R. Henry, Robert H. Herndon, David R. Hochberg, Faith S. Hornby, D. Brock Hurley, Denis R. Iacobucci, Frank Imber, Annabelle Clinton Irenas, Joseph E. Irizarry, Dora L. Jacobs, Dennis Jiuyong, Shi Judges' Chambers, Senior Kaplan, Lewis A. Karas, Kenneth M. Katzmann, Robert A. Kaufman, Chief Judge, Irving R. Kearse, Amalya L. Keeley, Irene M. Keenan, John F. Kelly, Jr., Paul J. Kennedy Jr., Henry H. Kennedy, Anthony M. Kennedy, Cornelia G. King, Carolyn Koeltl, John G. Korman, Edward R. Kravitch, Phyllis A. Laster, Travis Leaphart, W. William Lechner, Jr., Alfred J. Legg, Benson E. Leisure, Peter K. Leon, Richard J. Letts, J. Spencer Leval, Pierre N. Lew, Ronald S.W. Lumbard, J. Edward Luttig, J. Michael Marshall, Thurgood Martin, Jr., John S. Matthes, M.C. Mauskopf, Roslynn R. McLaughlin, Joseph M. McLaughlin, Mary A. McMahon, Colleen Motz, J. Frederick Mukasey, Michael B. Murphy, Diana E. Nelson, David A. Newman, Jon O. Nickerson, Eugene Oakes, James L. Orie, Alphons O'Scannlian, Diarmuid F. Otero, S. James Otis, Louise Owen, Richard Parker, Barrington D. Patterson, Jr., Robert Pauley III, William H. Pitman, Henry B. Platt, Thomas C. Pogue, Donald C. Pollak, Louis H. Pooler, Rosemary S. Pratt, George C. Preska, Loretta A. Rabner, Stuart Raggi, Reena Rehnquist, William H. Ripple, Kenneth F. Robinson, Stephen C. Roth, Jane R. Rufe, Cynthia M. Rymer, Pamela Ann Sand, Leonard B. Saunders, Mary E. Scalia, Antonin Scheindlin, Shira A. Seitz, Collins J. Selna, James V. Sifton, Charles P. Silberman, Laurence Silberman, Laurence H. Skotnikov, Leonid Smith, D. Brooks Smith, Jerry E. Snow, G. Murray Sprizzo, John E. Stahl, Norman H. Stein, Sidney H. Stotler, Alicemarie H. Straub, Chester J. Sullivan, Richard J. Swain, Laura Taylor Sweet, Robert W. Sykes, Diane Tauro, Joseph L. Thomas, Clarence Thompson, David Tjoflat, Gerald B. Townes, Sandra L. Trager, David G. Van Dusen, Francis L. Wallace, J. Clifford Walls, William H. Webster, William H. Weinfeld, Edward Weinstein, Jack B. Wellford, Harry W. Wesley, Richard C. White, Byron R. Widener, Jr., H.E. Wilbur, Richard C. Williams, Richard L. Williams, Stephen F. Wilson, Charles R. Winter, Ralph K. Wisdom, John Minor Wollman, Roger Wright, Caleb M. Young, William G. ALL COURTS British Columbia Court of Appeals Delaware Court of Chancery District of Columbia Court of Appeals High Court of Australia International Court of Justice Montana Supreme Court New Jersey Supreme Court New York Court of Appeals Quebec Court of Appeals Supreme Court of Arkansas Supreme Court of Canada Supreme Court of Israel U.S. Bankruptcy Court, S.D. New York U.S. Court of Appeals, D.C. Circuit U.S. Court of Appeals, Eighth Circuit U.S. Court of Appeals, Eleventh Circuit U.S. Court of Appeals, Fifth Circuit U.S. Court of Appeals, First Circuit U.S. Court of Appeals, Fourth Circuit U.S. Court of Appeals, Ninth Circuit U.S. Court of Appeals, Second Circuit U.S. Court of Appeals, Seventh Circuit U.S. Court of Appeals, Sixth Circuit U.S. Court of Appeals, Tenth Circuit U.S. Court of Appeals, Third Circuit U.S. Court of International Trade U.S. District Court, Arizona U.S. District Court, C.D. California U.S. District Court, Connecticut U.S. District Court, Delaware U.S. District Court, District of Columbia U.S. District Court, E.D. New York U.S. District Court, E.D. North Carolina U.S. District Court, E.D. Pennsylvania U.S. District Court, E.D. Virginia U.S. District Court, Maine U.S. District Court, Maryland U.S. District Court, Massachusetts U.S. District Court, N.D. California U.S. District Court, N.D. Illinois U.S. District Court, N.D. West Virginia U.S. District Court, New Jersey U.S. District Court, S.D. Illinois U.S. District Court, S.D. New York U.S. Supreme Court U.S. Tax Court UN ICTY