Randall D. Guynn

Partner

randall.guynn@davispolk.com

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. 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 many non-U.S. banks on the Dodd-Frank Act and its regulatory implementation.

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.

Contact

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

Financial Regulatory Reform

SIFMA and the senior management of several large and small financial institutions on the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementation, including the Volcker Rule, the Orderly Liquidation Authority, Recovery and Resolution Plans (Living Wills), Enhanced Prudential Supervision, Swaps Pushout Rule, Cost-Benefit Analysis and the Economic Impact of the Dodd-Frank Act on Regional and Community Banks
Seven of the eleven “first round” filers on their resolution plans required under Section 165(d) of the Dodd-Frank Act and filed in 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 FDCI’s top-down, single-entry recapitalization within resolution proposal
Ad hoc group of non-U.S. banks on the swaps pushout rule
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 resolving U.S. bank and nonbank SIFIs, May 2011
Co-author, Davis Polk interactive summary and analysis of proposed regulations implementing the Volcker Rule, October 2011 (which has been downloaded more than 110,000 times)
Co-author, Davis Polk summary and analysis of the Dodd-Frank Act, July 2010 (which has been visited more than 140,000 times since its publication)

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
SIFMA on financial regulatory issues, including the $700 billion TARP and other U.S. government rescue programs

M&A

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
Santander on the conversion of its subsidiary Sovereign Bank from a federal savings bank to a national bank
FBR on the recapitalization of State Bank & Trust and its acquisition of Security Bank
The Carlyle Group on its proposed investment in Silverton Bank
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

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

Intesa Sanpaolo on its written agreement with New York state and federal banking regulators relating to its anti-money laundering compliance program
ABN AMRO on its DOJ investigation related to anti-money laundering and economic sanctions issues
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

Mr. Guynn has been recognized as a leader in his field by numerous guides to the world’s leading business lawyers since 1996, including the following recent rankings:

Band 1, Nationwide: Financial Services Regulation: Banking (Compliance), Chambers USA 2012
Band 1, Nationwide: Financial Institutions M&A, Chambers USA 2012
One of the “500 Leading Lawyers in America” by Lawdragon magazine (2012)
One of the “Most Highly Regarded Individuals” and “Senior Statesman” in Law Business Research’s International Who’s Who of Banking Lawyers (2012)
A leading lawyer in IFLR1000: The Guide to the World’s Leading Financial Law Firms (2012) (also ranking Davis Polk’s financial institutions practice, which Mr. Guynn heads, as Tier 1 in the category of United States: Financial services regulatory)

Of Note

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-editor of U.S. Regulation of Foreign Banks (6th edition, 2012), the leading treatise in the area
Author of numerous articles and 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 Practice Group, Federalist Society since 2012
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 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
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

News

Dodd-Frank Progress Report Highlighted on CNBC

Davis Polk Issues Summary of Volcker Release

Publications

Too Big to Fail: The Path to a Solution
A Report of the Failure Resolution Task Force of the Financial Regulatory Reform Initiative of the Bipartisan Policy Center

Forthcoming 2013

Regulation of Foreign Banks & Affiliates in the United States (7th Edition) (Editor) | Westlaw│www.translegalstudies.org/

Concluding Remarks at the Federal Reserve Bank of New York
Impact of U.S. Regulatory Reform on Global Banks: Key Perspectives on the Major Areas

View More > >

Client Publications

Dodd-Frank Progress Report
Client Newsletter

Brown-Vitter Bill
Commentary and Analysis

Dodd-Frank Progress Report
Client Newsletter

View More > >

Events

Davis Polk Partners to Speak at SIFMA Compliance and Legal Society Annual Seminar

Randall Guynn Speaks on OLA at Fixed Income Bank & Finance Conference

Randall Guynn Speaks on OLA at Credit Roundtable Spring Meeting

View More > >

Last Name
Title ALL TITLES Associate Consultant Counsel Counsel - Registered Foreign Lawyer Foreign Legal Consultant General Counsel Litigation Counsel Partner Registered Foreign Lawyer Regulatory Counsel Senior Counsel Special Counsel for Pro Bono
Offices ALL OFFICES Beijing Hong Kong London Madrid Menlo Park New York Paris São Paulo Tokyo Washington DC
Practices ALL PRACTICES Anti-Corruption and Foreign Corrupt Practices Act Antitrust and Competition -- Litigation Asia Practice Bankruptcy Litigation Board of Directors Litigation and Strategic Counseling Capital Markets China Practice Commercial Dispute and Contract Compliance and Advisory Congressional Investigations Consumer Class Actions Consumer Products Corporate Corporate Governance Credit Derivatives and Structured Products Economic Sanctions and National Security Energy/Utilities Environmental Europe Practice Executive Compensation Financial Crisis Litigation Financial Institutions Health Care Health Care/Life Sciences Litigation Hedge Funds India Practice Insolvency and Restructuring Intellectual Property Intellectual Property Litigation Internal Investigations International International and Domestic Arbitration Investment Funds Litigation and Investigations Investment Management Japan Practice Leveraged Finance Litigation M&A-Related Litigation Mass Torts and Products Liability Media and Telecom Mergers and Acquisitions Private Equity Professional Liability Project Finance Real Estate Securities Enforcement Securities Litigation Spain and Latin America Practice Tax Tax Controversy Technology Trading and Markets Trusts and Estates White Collar Criminal Defense
Law School ALL SCHOOLS American University, Washington 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 City University of Hong Kong Columbia Law School 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 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 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 School of Law Northwestern University School of Law Nottingham Law School Oberlandesgericht Koln Osgoode Hall Law School of York University Oxford Institute of Legal Practice 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 School of Law - Camden Rutgers University School of Law - Newark School of Oriental & African Studies, University of London Seton Hall University School of Law Shanghai Institute of Foreign Trade Shanghai University of Finance and Economics Sichuan University Southern Methodist University School of Law St. John's University School of Law Stanford Law School SUNY Buffalo Law School Tel Aviv University Transnational Law and Business University Trinity College, Dublin School of Law Trinity College, University of Cambridge Tsinghua University Tsinghua University, School of Law UC Berkeley - Boalt Hall 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 Universität Zu Köln Université de Strasbourg - Faculté de Droit, Sciences Economiques et Gestion Université Jean Moulin Lyon 3 - Faculté de droit Université Nancy II - Faculté de Droit, Sciences Economiques et Gestion Université Paris I Panthéon-Sorbonne Université Paris II Panthéon-Assas Université Paris II Panthéon-Assas Université Paris-Sud 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 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 College of Law University of Georgia School of Law University of Groningen University of Helsinki, Faculty of Law University of Hong Kong University of Hong Kong, Faculty of Law University of Illinois College of Law University of International Business & Economics 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 North Carolina University of Notre Dame Law School University of Otago, Faculty of Law University of Oxford 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 South Carolina School of Law University of St. Gallen University of Stellenbosch, Faculty of Law University of Sydney Law School University of Tel Aviv, The Buchmann Faculty of Law 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 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 Warwick 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 Vanderbilt University Law School Wake Forest University School of Law Washington & Lee University School of Law Washington University in St. Louis School of Law Wayne State University Law School Yale Law School
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