John J. Gorman has been actively involved in representing financial institutions and their holding companies for more than 30 years. His practice focuses on mergers and acquisitions, public and private offerings of securities, general compliance with the federal securities laws, particularly SEC reporting requirements and annual meeting and proxy-related issues, executive compensation and general bank regulatory matters. Mr. Gorman also counsels boards of directors and public companies on corporate governance practices, compliance with the listing standards of the national stock exchanges, and state fiduciary duty law.
He is a faculty member of the National Association of Corporate Directors (NACD), and served as a Commissioner on the 2016 Blue Ribbon Commission on Building the Strategic-Asset Board and the 2006 NACD Blue Ribbon Commission on Board Leadership.
Mr. Gorman is a frequent speaker on financial institution issues and has authored numerous articles on board governance and other matters affecting financial institutions. Mr. Gorman is recognized as one of the nation’s leading bank mergers and acquisitions attorneys. He has overseen and/or been involved in more than 75 mergers and acquisitions involving financial institutions during the past decade, and has been named one of Washington, D.C.’s Top Rated Lawyers in Banking and Finance.
Following law school, Mr. Gorman entered private practice in New York City, where he was engaged primarily in corporate and securities law matters. In 1981, he joined the staff of the Securities and Exchange Commission, where he served for four years in the Division of Corporation Finance, including two years as special counsel to the Chief Counsel.
Practice Areas:
- Mergers and Acquisitions
- Capital Markets and Corporate Finance
- Corporate Governance
- Bank Regulatory and Enforcement Services
- Public Company Reporting and Shareholder Relations
- Executive Compensation, Employee Benefits and Taxation
Representative Transactions:
Represented Investors Bancorp in connection with eight whole bank and branch acquisitions over a six-year period, culminating in its $2.2 billion common stock offering.
Represented Bridge Bancorp, Inc. in connection with three whole bank acquisitions, and in connection with multiple underwritten public offerings of common equity ($90 million) and of debt securities ($80 million).
Represented Esquire Financial Holdings, Inc. (the holding company for Esquire Bank, National Association) in connection with its June 2017 initial public offering of common stock.
Represented the First of Long Corporation in connection with its 2016 underwritten public offering of common stock through its shelf registration statement.
Recent Articles:
“Delivering on Executive Compensation Promises in an M&A Transaction,” Extraordinary Banker, Aug 2017.
“Preparing for Challenges to Director Equity Compensation,” BankDirector Magazine, July 31, 2017. View a copy of the article here.
“Scrutiny of Wells Fargo Will Now Shift to the Board,” American Banker, Nov 15, 2016. View a copy of the article here.
“Compliance Oversight – The Role and Responsibility of a Board of Directors,” Extraordinary Banker, Nov, 2016.
“Recent Delaware M&A Case Law – Caution for Directors, Exposure for Investment Bankers,” Extraordinary Banker, April 2016.
“Beware of Expanded Board Fiduciary Duties,” American Banker, Aug 7, 2014. View a copy of the article here.
“SEC’s Proposed CEO Pay Ratio Rules: Unduly Complicated Rules Produce Meaningless Results,” Securities Regulation Law and Report, Feb 24, 2014.
Recent Industry Presentations:
The National Bank Leadership and Profitability Improvement Conference, August 2017, “The NACD 2016 Blue Ribbon Commission on Building the Strategic Asset Board And Current Corporate Governance Issues”.
Maine Community Bankers Association, CEO Overnight, June 23, 2017, “Washington Report”.
New Jersey Bankers Association Annual Convention, May 2017, “Financial Regulatory Reform – What’s in it For Community Banks?”.
American Bar Association Business Law Section, April 2017, “Oversight Responsibilities of Bank Directors”.
Bank Director Acquire or Be Acquired Conference, January 2017 – “Managing a Successful M&A Sale Process”.
2016 American Bankers Annual Conference, October 2016, “The Board’s Role in Merger and Acquisition Transactions”. View a copy of the presentation here.