Randall D. Guynn
  1. Partner

Mr. Guynn is co-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 regulation. He was named the Banking Lawyer of the Year and the most highly regarded banking lawyer in the world in 2014 and 2017 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 co-heads was named "Financial Regulation Team of the Year" twice (2013 and 2015) by the International Financial Law Review and “Banking Group of the Year” for six straight years (2013 – 2019) by Law360

He routinely advises banks, financial institutions and other companies that provide financial services on their most critical transactions, business opportunities, corporate governance issues, and regulatory, supervisory, and enforcement matters.

This includes advice as to strategic bank M&A and capital markets transactions, board and senior management effectiveness, remediating deficiencies in exam reports or enforcement orders, contentious congressional hearings, business reorganizations and transformations, bank chartering, regulatory approvals, capital and liquidity requirements, recovery and resolution planning, permissible banking activities, payment systems, and stablecoins, cryptocurrency and other digital assets.

His clients include all 8 of the U.S. global systemically important banking groups (GSIBs), many non-U.S. G-SIBs, a substantial number of U.S. regional, mid-size and community banks, and other companies that provide financial services. He also regularly advises the Bank Policy Institute (BPI) and the Securities Industry and Financial Markets Association (SIFMA), the principal trade organizations for U.S. financial institutions.

Work Highlights

Government Response to COVID-19 Pandemic
  • Representing the U.S. Department of the Treasury on its financial assistance program under the CARES Act for businesses essential to national security
  • Representing the U.S. Department of the Treasury on its financial assistance program under the CARES Act for airline ticket agents
  • Advice to numerous banks and other financial institutions as to all of the financial assistance programs or facilities established by the government to mitigate the harm to the U.S. economy from the COVID-19 pandemic, including in particular the main street lending program, paycheck protection program (PPP), PPP Liquidity Facility (PPPLF), term asset-backed securities lending facility (TALF), commercial paper funding facility (CPFF), primary dealer credit facility (PDCF) and related capital and liquidity relief
  • Led team that produced pro-bono visual memo on The CARES Act for Gig Workers and Others Who Work for Themselves, available here
  • Charles Schwab on its $26 billion acquisition of TD Ameritrade
  • Charles Schwab on its $1.8 billion acquisition of USAA’s Investment Management Company
  • Grasshopper Bancorp on its establishment of Grasshopper Bank, N.A., a digital bank serving start-up companies and their founders
  • TIAA on its $2.5 billion acquisition of EverBank Financial Corp.
  • Banco Santander on its emergency acquisition of Banco Popular Español
  • General Electric Co. on its sale of most of GE capital, including the:
    • $32 billion sale of its Commercial Distribution, Vendor and Corporate Finance Platforms
    • $26.5 billion sale of the assets and loans of GE Capital Real Estate (sale of the unit’s real estate assets to Blackstone Group LP and Wells Fargo & Co.)
    • $12 billion sales of its U.S. sponsor finance business and bank loans
    • $9 billion sale of its Healthcare, Financial Services U.S. Lending
    • Sale of its online deposit platform to Goldman Sachs
  • JPMorgan Chase in the sale of a $1.3 billion portfolio of Global Special Opportunities Group assets to Sankaty Advisors
  • Banco Santander on its sale of Island Finance to J.C. Flowers
  • The special committee of the board of directors of SWS Group in the sale of SWS Group to Hilltop Holdings
Bank Regulatory and Financial Regulatory Reform
  • All 8 U.S. G-SIBs, certain non-U.S. G-SIBs and certain regional banks on their annual resolution plans required by Title I of the Dodd-Frank Act, including design of single-point-of-entry (SPOE) recapitalization within resolution strategies under the Bankruptcy Code
  • SIFMA comment letter on proposed amendments to the rules implementing the covered funds portion of the Volcker Rule
  • SIFMA comment letter on proposed amendments to the rules implementing the proprietary trading portion of the Volcker Rule
  • GE Capital on the rescission of its nonbank systemically important financial institution (SIFI) designation
  • 5 of the 8 U.S. G-SIBs on their comment letter on the proposed rules on cross-defaults in qualified financial contracts (QFCs)
  • Joint TCH/SIFMA comment letters on proposed rules governing total loss-absorbing capacity (TLAC)
  • Joint TCH/SIFMA comment letter on the FDIC’s request for comments on its SPOE recapitalization within resolution strategy under Title II of the Dodd-Frank Act
  • Joint TCH/SIFMA comment letter on proposed rulemaking on physical commodities
  • SIFMA comment letter successfully urging the FDIC to adopt recapitalization within resolution strategy as preferred strategy for U.S. G-SIBs under Title II of the Dodd-Frank Act
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, together with its $5.9 billion domestic offering
  • The underwriters on the $9.2 billion initial public offering by China Construction Bank
2008 Global Financial Crisis
  • The Federal Reserve Bank of New York on:
    • The U.S. Treasury’s $250 billion bank capital purchase program
    • Its original $85 billion credit facility for AIG and the related equity ownership rights
  • Freddie Mac on its conservatorship by the Federal Housing Finance Agency (FHFA) and the U.S. Treasury’s investment in $100 billion of its senior preferred stock and a warrant for 79.9% of its common stock
  • Citigroup on all of its major financial crisis-related matters, including its proposed acquisition of Wachovia and the government’s investments in its capital
  • Morgan Stanley on various financial crisis-related matters, including the conformance of its activities to the restrictions in the Bank Holding Company Act
  • 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
  • See “In the Red Zone,” The American Lawyer, January 2009


Mr. Guynn has been ranked for many years as:

  • Star Individual – Chambers Global – Banking & Finance: Mainly Regulatory: USA
  • Star Individual – Chambers USA – Financial Services Regulation: Banking (Compliance): Nationwide
  • Band 1 – Chambers USA – Financial Services Regulation M&A: Nationwide
  • Leading Lawyer – Legal 500 USA – Financial Services: Regulatory
  • Market Leader – IFLR1000 – Financial Services Regulatory
  • Banking Thought Leader – Who's Who Legal
  • Banking Lawyer of the Year – International Who’s Who of Banking Lawyers –2017, 2014
  • Banking MVP – Law360 –  2014
  • Albert Nelson Marquis Lifetime Achievement Award – Marquis Who’s Who – 2020

Of Note

Thought leader on Financial Regulation, Davis Polk FinReg Blog

  • Editor, Regulation of Foreign Banks & Affiliates in the United States (6th – 9th editions) (10th edition forthcoming 2020)
  • Co-Author, Bank Resolution and Crisis Management (Oxford University Press, 2016)
  • Co-Author, “Resolution of U.S. Banks and Other Financial Institutions,” chapter 8 in Debt Restructuring (Oxford University Press, 2nd edition, 2016) 
  • Co-Author, “Structural Solutions: Blinded by Volcker, Vickers, Liikanen, Glass-Steagall and Narrow Banking,” in Too Big to Fail III: Structural Reform Proposals: Should we break up the Banks? (De Gruyter, 2015)
  • 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).
  • Author, “Resolution Planning in the United States,” in The Bank Recovery and Resolution Directive: Europe’s Solution for “Too Big to Fail”? (De Gruyter, 2013)
  • Co-Author, Too Big to Fail: The Path to a Solution (Bipartisan Policy Center, May 2013)
  • Author, "Are Bailouts Inevitable?", 29 Yale J. on Reg. 121 (2012)
  • 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, chapters in books and presentations on bank regulation, capital markets, M&A and insolvency
  • Guest lecturer at Berkeley, Harvard, Pennsylvania, Virginia and Yale Law Schools
  • Speaker at numerous banking conferences and seminars
Current Memberships
  • Member, Board of Directors, Financial Services Volunteer Corps, a non-profit organization assisting countries as they work to develop strong banking and capital markets systems since 2012
  • Member, Executive Committee, Financial Services & E-commerce Practice Group, Federalist Society since 2012
  • Member, American Bar Association
  • Member, New York City Bar
  • Member, The Bretton Woods Committee
Past Memberships
  • Member, Legal Advisory Panel to the Resolution Steering Committee of the Financial Stability Board 2011 – 2015
  • 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
  • Chair, Clark Society Advisors, 2016 – 2019
  • Member, Board of Advisors, J. Reuben Clark Law School, since 2016
  • Member, Board of Advisors, Center for Constitutional Studies, Utah Valley University, since 2018

Professional History

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

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