Cohen, Herlihy country's top banking M&A lawyers

If you need any more proof that H. Rodgin Cohen and Edward Herlihy are the country's leading banking M&A lawyers, look no further than this month's financial services firestorm. The two attorneys have been almost as ubiquitous as Federal Reserve Chairman Ben Bernanke and Treasury Secretary Henry Paulson in the recent shotgun weddings, collapses and bailouts that are reshaping the sector. Here's a quick recount:

Herlihy, the co-chairman of the executive committee at Wachtell, Lipton, Rosen & Katz, along with numerous other lawyers at his firm, has advised the U.S. Department of the Treasury on the bailouts of Fannie Mae, Freddie Mac and American International Group Inc.

The firm also advised longtime client Bank of America Corp. on its $50 billion agreement to buy Merrill Lynch & Co. -- a transaction that, mercifully for Wachtell's overworked lawyers, took little more than a day to negotiate and sign. The next weekend, Herlihy took the lead in representing Morgan Stanley on its conversion to a bank holding company and the sale of up to a 20% stake to Mitsubishi UFJ Financial Group Inc.

Cohen, the chairman of Sullivan & Cromwell LLP, has been just as busy, though largely on the target side. He represented Fannie and longtime Sullivan client AIG, along with Lehman Brothers Holdings Inc., a representation that meant Sullivan couldn't advise Merrill in its sale to Bank of America, which was also sniffing around Lehman. Sullivan and Wachtell had both worked on Merrill's earlier capital raisings, but the bank tapped Shearman & Sterling LLP on its sale to Bank of America.

When Lehman failed to find a savior, it turned to Weil, Gotshal & Manges LLP as bankruptcy counsel. That left Sullivan free to advise Barclays plc on its purchase of Lehman's U.S. investment banking division, along with Cleary Gottlieb Steen & Hamilton LLP's Victor Lewkow and Clifford Chance LLP's Guy Norman. Sullivan also represented Mitsubishi, another longtime client, on the Morgan Stanley deal.

Cleary Gottlieb has also played the government angle. The firm's James Bromley, Mark Walker and Lee Buchheit advised the Securities and Exchange Commission and the Federal Reserve Bank of New York on the Lehman situation, and Walker also advised the Fed on AIG. The firm also advised Morgan Stanley in its role as adviser to the Fed on the conservatorship of Fannie and Freddie, and it has an ancillary role in Morgan Stanley's own restructuring, with Cleary's Paul Glotzer advising.

Cravath, Swaine & Moore LLP does not have a strong bank M&A practice, but it's parlayed its strengths in corporate law and finance into several representations. Robert D. Joffe, the former presiding partner at Cravath, is representing the independent directors of Fannie and Merrill Lynch, while Cravath's Faiza Saeed is playing the same role at Morgan Stanley. Cravath's Richard Levin is advising Credit Suisse Group as a creditor in Lehman's bankruptcy, and B. Robbins Kiessling is advising the consortium of banks that are providing Lehman with a $77 billion liquidity facility.

One lawyer who's worked on a few of the month's deals says that because of the intense time pressure involved, "we've turned down work for important clients that, under normal circumstances, we'd love to do." Firms have also faced client conflicts that can change by the hour. And, the lawyer says, the issues themselves are often "very difficult. None of this stuff was easy, because everyone was pushing the envelope in terms of what could be done, and there was really imperfect information."