Richard J. Sandler
As senior counsel in Davis Polk’s Corporate Department, Mr. Sandler advises on all aspects of corporate governance and securities offerings, including initial public offerings, spinoffs, restructurings, exchange offers and hybrid securities.
Mr. Sandler has extensive experience in the insurance and financial institutions industries, having been involved throughout his career in some of the largest and most complex transactions in those industries. Among many others, he advised the banks in connection with the demutualization of The Equitable and Sun Life and the initial public offerings in the United States by AXA and ING. Mr. Sandler advised the banks in connection with AIG’s $20.7 billion equity and hybrid offering, the initial public offering of Genworth and its separation from General Electric (“GE”) and the initial public offering of VISA, the largest U.S. IPO in history. He advised Ally Financial in connection with its IPO and exit from TARP, and also advises Ally’s Board, Audit and Risk Committees. More recently, Mr. Sandler represented the banks in connection with Synchrony Financial’s IPO as the initial step in its separation from GE. Mr. Sandler has been advising GE as well as the banks in connection with GE’s restructuring and dramatic downsizing of GE Capital as part of GE’s stated intention to have GE Capital determined to no longer be a SIFI. This work has included representing the banks in connection with GE Capital’s $36 billion debt-for-debt exchange offer (the largest debt exchange offer ever done) and GE’s $20 billion split-off of Synchrony Financial (the largest equity exchange offer ever done) to complete Synchrony’s separation from GE.
In addition to having represented Aetna, Ally and PartnerRe for many years, he acts as underwriters’ counsel on all public offerings by Genworth, Hartford and Travelers.
He has also regularly represents Bank of America, Citigroup, Goldman Sachs, J.P. Morgan and Morgan Stanley.
He served in Davis Polk’s Paris office from 1982 to 1985.
Mr. Sandler also serves on the board of directors of The Doe Fund, a nonprofit organization that provides paid transitional work, housing, education opportunities, counseling and career training to veterans and others with histories of homelessness and incarceration.
Mr. Sandler is recognized as a leading capital markets lawyer in various industry publications:
- Chambers Global: The World’s Leading Lawyers for Business – Capital Markets, Band 1
- Chambers USA: America’s Leading Lawyers for Business – Capital Markets, Band 1
- BTI Consulting Group Survey of Corporate Counsel at Fortune 1000 Organizations – “BTI Client Service All-Star”
- New York Super Lawyers
- Senior Counsel since 2017
Articles and Books
Corporate Governance Practices in IPOs | Corporate Governance Advisor, July/August 2014
Corporate Governance Practices in US Initial Public Offerings | Director Notes, April 2014, The Conference Board
Tough Tone at the Top of the SEC
Financial Fraud Law Report | Matthew Bender & Company, Inc.