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Randall D. Guynn

Mr. Guynn is head of Davis Polk’s Financial Institutions Group. He is widely recognized as one of the country’s leading bank regulatory and bank M&A lawyers, and a thought leader on financial regulatory reform. He was named the Banking Lawyer of the Year and the most highly regarded banking lawyer in the world in 2014 by Law Business Research's International Who's Who of Banking Lawyers and one of the 10 most innovative lawyers in the United States by the Financial Times in 2013. The group he heads was named the 2013 Financial Regulation Team of the Year by the International Financial Law Review. See also “In the Red Zone,” The American Lawyer, January 2009 and “For Davis Polk, Dodd-Frank Pays,” The American Lawyer, December 2010. 

He has advised The Clearing House Association (TCH) and the Securities Industry and Financial Markets Association (SIFMA), the principal trade organizations for U.S. banks, all six of the U.S.’s largest banks, many of the most important foreign banks and a number of U.S. regional, mid-size and community banks.

His practice focuses on providing strategic bank regulatory 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 regulatory enforcement actions and white collar criminal defense,bank failures and recapitalizations, corporate governance and internal controls, cross-border collateral transactions, credit risk management, securities settlement systems and payment systems.

Work Highlights

Bank regulatory and Financial Regulatory Reform
  • Principal author of the joint TCH/SIFMA comment letter on the FDIC’s notice requesting public comments on its single-point-of-entry recapitalization within resolution strategy for solving the too-big-to-fail (TBTF) problem, February 2014
  • Co-author of the joint TCH/SIFMA comment letter on the Financial Stability Board’s proposed total loss absorbing capacity (TLAC) requirements, February 2015
  • Principal author of the joint TCH/SIFMA comment letter on the Federal Reserves Advance Notice of Proposed Rulemaking regarding the physical commodities powers of bank holding companies and foreign banking organizations in the United States, April 2014
  • TCH, SIFMA and the senior management of several large and small financial institutions on the Dodd-Frank Wall Street Reform and Consumer Protection Act
  • Eight of the eleven “first round” filers and several regional banks on their resolution plans required under Section 165(d) of the Dodd-Frank Act filed since 2012
  • Bank of England on U.S. issues related to cross-border resolutions of global SIFIs
  • Led joint SIFMA/TCH team in advising the FDIC and the Federal Reserve on designing the FDIC’s single-point-of-entry recapitalization within resolution proposal for solving the too-big-to-fail (TBTF) problem
  • Principal author of joint comment letter on the Volcker Rule (hedge funds and private equity funds) submitted by the ABA, FSR, SIFMA and TCH, March 2012
  • Principal author of joint SIFMA/TCH comment letter urging the FDIC to adopt a recapitalization within resolution model for solving the TBTF problem, May 2011
Bank Regulation
  • Testimony on physical commodities powers of U.S. banking institutions, Hearing Before the Subcommittee on Financial Institutions and Consumer Protection of the U.S. Senate Committee on Banking, Housing and Urban Affairs (July 2013)
  • SWS Group, Inc. in connection with its acquisition by Hilltop Holdings Inc.
  • Ameriprise on the proposed sale of certain assets and liabilities of its federal thrift subsidiary, Ameriprise FSB, to Barclays and the conversion of the thrift into a national trust bank
  • Ameritas on the proposed sale of its federal thrift subsidiary, Acacia FSB, to Customers Bancorp
  • GS Capital Partners and Advent International on their $3 billion acquisition of TransUnion Corp
  • Morgan Stanley on the conversion of MUFG’s outstanding convertible preferred stock into $7.6 billion of common stock of Morgan Stanley
  • Morgan Stanley on sale of its FrontPoint family of hedge funds
  • Banco Santander on its $1.9 billion acquisition of Sovereign Bancorp
  • 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
  • Sanpaolo IMI on its €65 billion merger with Banca Intesa
Capital Markets
  • Citizens’ $3.462 billion initial public offering of 161,000,000 shares of common stock sold by two wholly owned subsidiaries of RBSG
  • Industrial and Commercial Bank of China on 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
Financial Crisis
  • The Federal Reserve Bank of New York on the U.S. Treasury’s $250 billion bank capital purchase program
  • The Federal Reserve Bank of New York on its original $85 billion credit facility for AIG and the related equity ownership rights
  • Citigroup on all of its major financial crisis-related matters
  • Morgan Stanley on various financial crisis-related matters
  • Her Majesty’s Government (HMG) on U.S. bank regulatory and other issues relating to HMG’s plan to provide financial support to the U.K. banking system
  • The Royal Bank of Scotland Group on a majority common equity investment by HMG
  • SIFMA on financial regulatory issues, including the $700 billion TARP and other U.S. government rescue programs


Mr. Guynn heads Davis Polk’s Financial Institutions Group, which was named “Financial Regulation Team of the Year” by IFLR1000 in 2013 and 2014.

Since 1996, he has been consistently recognized as a leader in his field by numerous guides to the world’s leading business lawyers, including being named:

  • "Banking MVP of the Year" – Law360 2014
  • "Banking Lawyer of the Year" and "Most Highly Regarded Banking Lawyer in the World" – Law Business Research's International Who's Who of Banking Lawyers 2014
  • One of the "10 Most Innovative Lawyers in the United States" – Financial Times 2013
  • One of the “500 Leading Lawyers in America” – Lawdragon 2012
  • A “Leading Lawyer” − IFLR1000 2012 

Mr. Guynn is also ranked: 

  • Tier 1, Financial Services Regulatory Advice − IFLR1000 2013-2015
  • Band 1, Financial Services Regulation: Banking (Compliance): Nationwide  – Chambers USA 2012-2014
  • Band 1, Financial Institutions M&A: Nationwide – Chambers USA 2012-2013

Of Note

  • Author, “Framing the TBTF Problem: The Path to a Solution,” chapter 13 in Across the Great Divide: New Perspectives on the Financial Crisis (Hoover Institution and Brookings Institution, Martin Neil Baily & John B. Taylor, eds, 2014).
  • Co-Chair (with Professor Thomas Jackson and former FDIC COO John Bovenzi), Workstream on Failure Resolution, the Bipartisan Policy Center’s Financial Regulatory Reform Initiative
  • Co-Author (with Thomas Jackson and John Bovenzi), Too Big to Fail: The Path to a Solution (BPC 2013)
  • Author, "Are Bailouts Inevitable?", 29 Yale J. on Reg. 121 (2012)
  • Editor of Regulation of Foreign Banks & Affiliates in the United States (7th and 8th editions, 2013 and 2014), the leading treatise in the area
  • Co-Author (with Simon Gleeson), Bank Resolution and Crisis Management (Oxford University Press, forthcoming 2015)
  • Author, Modernizing Securities Ownership, Transfer and Pledging Laws: A Discussion Paper on the Need for International Harmonization (International Bar Association, 1996)
  • Author of numerous other articles and chapters in books on bank regulation, capital markets, M&A and insolvency
  • Guest lecturer at Harvard, Pennsylvania, Virginia and Yale Law Schools
  • Speaker at numerous banking conferences and seminars
Current Memberships
  • Member, Board of Directors and Executive Committee, Financial Services Volunteer Corps, a non-profit organization assisting countries as they work to develop strong banking and capital markets systems since 2012
  • Member, Legal Advisory Panel to the Resolution Steering Committee of the Financial Stability Board since 2011, including advice on the FSB’s Key Attributes of Effective Resolution Regimes for Financial Institutions, published in November 2011
  • Member, Executive Committee, Financial Services & E-commerce Practice Group, Federalist Society since 2012
  • Member, International Bar Association
  • Member, American Bar Association
  • Member, New York City Bar
  • Member, The Federalist Society
  • Member, The Bretton Woods Committee
Past Memberships
  • Member, Task Force on the Financial Crisis, International Bar Association, 2009-2011
  • Legal Adviser, Group of 30, Global Clearing and Settlement: A Plan of Action, (principal author of Recommendation 15 on reducing legal risk), 2003
  • Member, Drafting Committee, Hague Convention, (PRIMA) on Private International Law (which established modernized choice of law rules for cross-border securities and collateral transactions), 2002
  • Legal Adviser, Working Group on Public Disclosure (an advisory group to the Federal Reserve that issued recommendations for improving public disclosure by financial institutions), 2001
  • Chairman, Ad Hoc Committee on Modernizing Securities Ownership, Transfer and Pledging Laws of the Capital Markets Forum, International Bar Association, 1994-2000
  • Member, French-American Foundation, Young Leaders Program, 1994
Pro Bono
  • Co-Founder and Member, Board of Directors, Constitutional Sources Project (ConSource), a non-profit organization that is building a comprehensive online library of original source materials of the U.S. Constitution
  • Member, Board of Directors, Rising Star Outreach, a non-profit organization that provides educational and medical services to people with or affected by leprosy in Chennai, India
  • Legal Adviser, iCivics, a non-profit organization founded by former Supreme Court Justice Sandra Day O’Connor, which provides a free, interactive, web-based program for teaching students and inspiring them to be active participants in our democracy
  • Advised the central bank of Albania on best practices for resolving failed banks, 2012 (part of team organized by Financial Services Volunteer Corps, which included senior representatives from the FDIC and Oliver Wyman)

Professional History

  • Partner, 1993-present
  • Associate, 1986-1993
  • London office, 1994-1999
  • Paris office, 1988-1990
  • Law Clerk, Hon. William H. Rehnquist, U.S. Supreme Court, 1985-1986
  • Law Clerk, Hon. J. Clifford Wallace, U.S. Court of Appeals, Ninth Circuit, 1984-1985


  • 450 Lexington Avenue
    New York, NY 10017
    P: 212-450-4239
    F: 212-701-5239

Bar Admissions

  • State of New York
  • District of Columbia
  • U.S. Supreme Court


  • B.A., Brigham Young University, 1981
    • with highest honors
  • J.D., University of Virginia School of Law, 1984
    • Order of the Coif
    • Executive Editor, Virginia Law Review


  • French
  • German