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
• Federal Home Loan Mortgage Corporation (Freddie Mac) on the U.S. government’s conservatorship and financial assistance package
• 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 and financial regulatory restructuring, including the creation of a systemic risk regulator

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
  

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

Current Memberships

• 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
  

• 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

• Davis Polk Publishes Comprehensive Financial Crisis Manual

• Davis Polk Advises on State Bank & Trust Co.'s FDIC-Assisted Acquisition of Security Bank

• Davis Polk Advises Citigroup on its Public Exchange Offers

• Davis Polk Advises Citigroup on Its Exchange of Preferred Securities for Common

• Davis Polk Advises Citigroup on Its Reorganization into Two Operating Units

• Davis Polk Advises Citigroup on Its Wealth Management Joint Venture With Morgan Stanley

• Davis Polk's Role in Financial Crisis Outlined in The American Lawyer's "In the Red Zone" By Julie Triedman

• Davis Polk Advises Citi on Its Package of Guarantees, Liquidity Access and Capital Through Agreement With the US Treasury, Federal Reserve and FDIC

• Davis Polk Is Advising Citigroup on Its Acquisition of Wachovia's Banking Operations

• GFG Private Placement Agreements

• President Obama Proposes Size and Activities Limits for Financial Institutions
  Client Memorandum

• President Obama Proposes Tax on Large Financial Firms
  Client Newsflash

• The FDIC Seeks Public Comment on Whether to Incorporate Compensation Programs into the Risk-Based Deposit Insurance Assessment System
  Client Newsflash

• FDIC and Private Capital: Moving the Goal Lines
  Client Memorandum

• Summary of the Wall Street Reform and Consumer Protection Act Passed by the House of Representatives, December 11, 2009
  Client Memorandum

• Summary of the Restoring American Financial Stability Act of 2009, Introduced by Senator Christopher Dodd (D-CT) November 10, 2009 Discussion Draft
  Client Memorandum

• The House and Senate Debate Resolution Authority
  Client Memorandum

• The Davis Polk Financial Crisis Manual
  A Guide to the Laws, Regulations and Contracts of the Financial Crisis

• FDIC Extends Cautious Welcome To Private Capital Investments In Failed Banks
  Client Memorandum

• Davis Polk Comment Letter on the FDIC's Proposed Policy Statement on Private Equity
  Comment Letter

• Killing the Golden Goose? The FDIC's Proposed Policy Statement on Private Equity
  Davis Polk Web Forum

• The Regulatory Reform Marathon
  Client Memorandum

• FDIC Proposes Conditions for Investments in Failed Banks by Private Capital Investors
  Client Memorandum

• Consumer Financial Protection Agency Act of 2009
  Client Newsflash

• A New Foundation for Financial Regulation?
  Client Memorandum

• Obama Administration White Paper on Financial Regulatory Reform: Executive Summary and Outline of Key Proposals
  Client Newsflash

• Financial Crisis Inquiry Commission - Update
  Client Newsflash

• Financial Crisis Inquiry Commission
  Client Newsflash

• The Debate Over Federal Insurance Regulation
  Client Memorandum

• Treasury's Proposed Resolution Authority for Systemically Significant Financial Companies
  Client Memorandum

• Treasury's Rules of the Road for Regulatory Reform
  Client Memorandum

• The Public-Private Investment Program
  Client Memorandum

• Limited TLGP Extension and New Surcharge
  Client Newsflash

• FDIC to Discuss Guaranteeing Mandatory Convertible Debt Under the Temporary Liquidity Guarantee Program
  Client Newsflash

• The Financial Stability Plan and its Impact on Financial Institutions and Private Capital
  Client Memorandum

• UK and US Financial Rescue Packages - A Survey
  Client Memorandum

• The Struggle Over the Second Half of TARP
  Client Memorandum

• Restructuring and Liquidation of U.S. Financial Institutions
  Legal Aspects of the Financial Crisis

• Credit Default Swap and Regulatory Restructuring Bills Proposed by Senator Harkin and Senator Collins
  Client Memorandum

• New York Revises its Plan to Regulate Credit Default Swaps
  Client Newsflash

• Emergency Economic Stabilization Act of 2008: US Government Capital Injections
  Client Memorandum

• Fed Relaxes Traditional Control Rules for Private Equity and Other Minority Investments in Banks and Bank Holding Companies
  Client Newsflash

• US Treasury Proposal Regarding Troubled Assets
  Client Memorandum

• Treasury Encourages Development of Covered Bonds in the U.S. and Issues “Best Practices"
  Client Memorandum

1998
• United States Disclosure Standards for Banks | Asia Law Supplement

1996
• Modernizing Securities Ownership, Transfer and Pledging Laws | Capital Markets Forum, International Bar Association