Randall D. Guynn

Partner

randall.guynn@davispolk.com

Mr. Guynn is head of Davis Polk’s Financial Institutions Group. He has been recognized as a thought-leader on financial regulatory reform and as one of the most widely consulted U.S. legal advisers during the financial crisis. See “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 Securities Industry and Financial Markets Association (SIFMA), the principal trade organization for U.S. banks, securities firms and asset managers, all of the U.S.’s six-largest banks and several foreign banks on the Dodd-Frank Act and its regulatory implementation.

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

Contact

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

Related Practices

Bar Admissions

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

Education

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

Languages

French
German

Work Highlights

Regulatory Reform

SIFMA and the senior management of several financial institutions on the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementation

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 including:
- The proposed conversion into common stock of up to $58 billion of preferred stock held by the U.S. government and private investors
- Its realignment into two businesses, Citicorp and Citi Holdings
- Its joint venture with Morgan Stanley that combined Morgan Stanley’s Global Wealth Management Group and Citigroup’s Smith Barney retail brokerage units in the U.S., U.K. and Australia, creating the largest U.S. brokerage
- Its agreement with agencies of the U.S. government pursuant to which the government has provided a package of guarantees on $306 billion of assets, liquidity access and capital
- Its proposed $56 billion rescue of Wachovia
Morgan Stanley on various financial crisis-related matters including:
- The bank regulatory, compliance and corporate issues related to its conversion into a bank holding company
- The structuring of the convertible preferred securities that Morgan Stanley sold to Mitsubishi
- Its issuance of $10 billion in TARP preferred securities and warrants pursuant to the U.S. Treasury’s $250 billion bank capital purchase program
- Recent capital raising activity including two equity offerings and a non-FDIC guaranteed debt offering totaling over $10 billion dollars, designed to satisfy the Fed’s conditions for repaying the TARP preferred securities
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
Securities Industry and Financial Markets Association (SIFMA) on financial regulatory issues, including the $700 billion TARP and other U.S. government rescue programs

M&A

Banco Santander on its $1.9 billion acquisition of Sovereign Bancorp
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

Capital Markets

Underwriters on a $1.8 billion rights offering by SEB, one of the leading financial institutions in Northern Europe
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 Regulatory

Morgan Stanley on the bank regulatory, compliance and corporate issues related to its conversion into a bank holding company

Compliance and Enforcement

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
Union Bank of California on its deferred prosecution agreement with the DOJ relating to anti-money laundering compliance issues

Recognition

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
IFLR1000: Guide to the World’s Leading Financial Law Firms
Euromoney’s Guide to the World’s Leading Banking Lawyers
Law Business Research’s Who’s Who Legal–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
Lawdragon 500: Leading Lawyers in America

Of Note

Co-editor of U.S. Regulation of Foreign Banks (6th edition, forthcoming 2012), the leading treatise in the area
Author of numerous articles on bank regulation, capital markets, M&A and insolvency
Guest lecturer at Harvard Law School
Speaker at numerous banking conferences and seminars

Current Memberships

Member, Legal Advisory Panel to the Resolution Steering Committee of the Financial Stability Board
Member, International Bar Association, where he is a member of the Global Task Force on the Financial Crisis
Member, American Bar Association
Member, New York City Bar
Member, The Federalist Society

Past Memberships

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 Chairman, National Advisory Board, 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
Legal Adviser, Our Courts, 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

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

News

Dodd-Frank Progress Report Highlighted on CNBC

Davis Polk Issues Summary of Volcker Release

Davis Polk Advises Morgan Stanley on Its Agreement to Convert MUFG’s Convertible Preferred Stock into Common Stock

View More > >

Publications

2012

Are Bailouts Inevitable?
Yale Journal on Regulation, Vol. 29, No. 2

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

View More > >

Client Publications

Dodd-Frank Progress Report

Dodd-Frank Progress Report

Summary of the Federal Reserve’s Proposed Rules for Enhanced Prudential Standards and Early Remediation Requirements for Covered Companies
Client Memorandum

View More > >

Events

Davis Polk Partners to Speak at 2012 SIFMA Compliance & Legal Seminar

Randall Guynn and Robert Colby to Speak at FMA's Legal and Legislative Issues Conference

Randall Guynn to Speak at IIB Risk Management and Regulatory Examination/Compliance Seminar

View More > >

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