John Gorman has been actively involved in representing financial institutions and their holding companies for more than 25 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 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 NACD Blue Ribbon Commission on Board Leadership.

Mr. Gorman is a frequent speaker on financial institution issues. He has authored numerous articles on banks and savings institutions that have appeared in The American Banker, SNL Thrift Investor and Community Banker. Mr. Gorman is recognized as one of the nation’s leading bank mergers and acquisitions attorneys. He has overseen and completed more than 100 mergers and acquisitions involving financial institutions during the past decade.

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.

Representative Transactions:

• Represented First Niagara Financial Group, Inc., Buffalo, New York, in its acquisition of Harleysville National Bank and Trust Company, with $5.2 billion in assets, along with the charter conversion of First Niagara Bank from an OTS savings bank to a national bank chartered by the Comptroller of the Currency, and the conversion of First Niagara Financial Group, Inc. from a savings and loan holding company to a bank holding company regulated by the Federal Reserve Board.

• Represented First Niagara Financial Group, Inc., Buffalo, New York, in its acquisition of 57 branches and $3.9 billion of deposits from National City Bank/PNC Financial Services Group, Inc. and the related private placement of $150 million of 12% senior notes.

• Represented Investors Bancorp, Inc., Short Hills, New Jersey, in its acquisition of $650 million asset American Bancorp of New Jersey, Inc.

• Represented Investors Bancorp, Inc., Short Hills, New Jersey, in its acquisition of $575.0 million of deposits and 17 branches from Millennium BCPBank, a wholly owned subsidiary of a Portuguese bank holding company.

• Represented Oritani Financial Corp., Washington Township, New Jersey, in its $413.6 million common stock offering in a “second-step” mutual holding company conversion to a stock holding company.

• Represented Citizens South Bancorp, Gastonia, North Carolina, in its acquisition of Bank of Hiawassee, a $300 million assets Georgia state-chartered bank, in an FDIC assisted transaction, and the related private placement of common stock and mandatorily convertible cumulative, non-voting perpetual preferred stock.

• Represented First Niagara Financial Group, Inc., Buffalo, New York, in its sale of approximately $1.0 billion of common stock in three separate underwritten public offerings over a 12 month period.

• Represented Bridge Bancorp, Inc., Bridgehampton, New York, in a private placement of convertible trust preferred securities.

• Represented Evans Bancorp, Inc., Hamburg, New York, in a $13.5 million underwritten public offering of common stock.

• Represented Keefe Bruyette & Woods, Inc. as underwriter’s counsel in a $60.0 million initial public offering.