Luigi L. De Ghenghi
Mr. De Ghenghi is a partner in Davis Polk’s Financial Institutions Group. His practice focuses on bank M&A, bank regulatory advice, including Dodd-Frank Act regulatory implementation, and capital markets transactions for U.S. and non-U.S. banks and other financial institutions. In the area of regulatory implementation, he is experienced in advising on regulatory capital issues, including Basel III, living wills and the Volcker Rule.
He is also experienced in advising banks and other financial institutions on corporate governance and compliance matters, bank insolvency issues, government investigations and enforcement actions, cross-border collateral transactions, and clearance and settlement systems.
Mr. De Ghenghi has advised financial institutions, private equity funds and investors in banks and investment banks on M&A transactions, including:
Banco Santander on:
- A proposed joint venture with Unicredit and Warburg Pincus consisting of the global asset management businesses of Santander Asset Management and Pioneer Global Asset Management, with approximately €353 billion in assets under management
- Its C$298 million acquisition of Carfinco, a Canadian auto financing company
- Strategic Growth Bank on its acquisition of:
- New Mexico Banquest
- Mile High Banks from Big Sandy Holding Co. under Section 363 of the Bankruptcy Code
- Green Dot on its acquisitions of Bonneville Bancorp and Loopt, Inc.
- Morgan Stanley on:
- The spinoff of its in-house proprietary trading unit, Process Driven Trading (PDT)
- Its conversion of MUFG’s preferred stock interest in Morgan Stanley to common stock
- Its securities joint venture in Japan with MUFG
- China Investment Corporation’s acquisition of a minority equity interest in Morgan Stanley
- FBR Capital Markets as financial adviser to AloStar Bank of Commerce in its acquisition of Nexity Bank from FDIC receivership
- Tailwind Capital 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
- The financial adviser to East West Bancorp on East West Bank’s acquisition of United Commercial Bank
- Sanpaolo IMI on the €65 billion merger between Sanpaolo IMI and Banca Intesa
He has also advised a number of financial institutions on capital-raising transactions, including:
- Citizens Financial Group, Inc. and The Royal Bank of Scotland Group plc on Citizens’ $3.462 billion initial public offering
- The underwriters on General Electric Capital Corporation’s $2.25 billion preferred stock offering
- Ally Financial on the public offering of $2.7 billion of trust preferred securities sold by the U.S. Department of the Treasury
- 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
- 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
Mr. De Ghenghi is the lead bank regulatory lawyer advising Intesa Sanpaolo in connection with a multi-year criminal and civil investigation by the U.S. DOJ, the Manhattan DA’s office, and OFAC into alleged violations of U.S. economic sanctions.
Mr. De Ghenghi advised General Electric on its proposal to reduce the size and scope of GE Capital so it is no longer considered a non-bank systemically important financial institution.
From 1995 to 2001, he worked for J.P. Morgan in Brussels and London, where he became a managing director, head of the legal department for Europe, the Middle East and Africa, and member of the European Management Committee.
- Co-Author, “Foreign Bank Acquisitions of U.S. Banks and Thrifts” (Chapter 7), Regulation of Foreign Banks and Affiliates in the United States (8th ed.)
- Co-Author, “Foreign Banks as U.S. Financial Holding Companies” (Chapter 11), Regulation of Foreign Banks and Affiliates in the United States (8th ed.)
- Co-Author, “Overview of U.S. Bank Regulation and Recent Developments,” The Banking Regulation Review (2013, 2012, 2011 and 2010)
- Partner, 2006-present
- Counsel, Davis Polk, London office, 2001-2006
- Managing Director, J.P. Morgan (Brussels and London), 1995-2001
- Associate, Cleary Gottlieb Steen & Hamilton, 1990-1995
- Associate, Davis Polk, 1985-1989
Articles and Books
Foreign Bank Acquisitions of U.S. Banks and Thrifts (Chapter 7, Co-Author) | Regulation of Foreign Banks and Affiliates in the United States (7th ed.)
Foreign Banks as U.S. Financial Holding Companies (Chapter 11, Co-Author) | Regulation of Foreign Banks and Affiliates in the United States (7th ed.)
Overview of U.S. Bank Regulation and Recent Developments (Chapter 57, Co-Author) | The Banking Regulation Review (4th ed., 2013)