Katayun Jaffari

Chair, Corporate Governance & Securities


(215) 665-4622

(215) 665-2013

Click here to learn more about Kathy Jaffari for Vice Chancellor of the Philadelphia Bar Association

Recognized as a leader in the fields of corporate governance and securities, and chair of the firm’s Corporate Governance & Securities Group, Kathy devotes her practice to advising boards of directors and executive management teams and handling complex securities transactions for businesses in a variety of industries, including life sciences, energy, technology, and fintech. Advising clients in deals that have reached the multibillion-dollar range, Kathy has broad experience in capital market transactions, including public offerings, stock-for-stock mergers, and private placements of equity and debt. With more than 20 years’ experience representing public and private companies, Kathy has served as outside corporate counsel and has advised on the full panoply of corporate and securities law aspects of a wide range of matters. Kathy also has as extensive experience in compliance matters and mergers and acquisitions, including ongoing business counseling.

Kathy’s securities experience centers on representing public companies in a range of transactions, including large public companies with complex securities matters such as multi-class recapitalizations. She represents public and private companies in initial public offerings, secondary offerings, and private capital financings, including 144A transactions. She counsels clients in securities law compliance, including reporting requirements under SEC rules and regulations as well as listing matters under the NYSE and NASDAQ regulations. Clients frequently hire Kathy to conduct trainings on many topics including securities matters such as insider trading and fair disclosure. She also works closely with attorneys in the firm’s Securities Litigation & SEC Enforcement Group on securities litigation matters, including both internal and external reviews and investigations. 

In her corporate governance practice, Kathy guides boards of directors and management teams through the labyrinthine laws, rules, regulations, and practical realities that are brought to bear as they lead their organizations. She has extensive experience counseling clients on complying with federal governance laws as well and assisting clients with responding to stakeholder interests such as boardroom diversity and sustainability. She provides advice and counsel on myriad governance issues, including governance structure and culture, fiduciary duties, risk oversight, board and committee structure, board leadership, special committee investigations, conflicts of interest, executive transitions, board audits and succession planning and self-evaluation processes, shareholder activism and initiatives, relationships with shareholders and proxy advisory firms, and governance “best practices.” She also helps clients develop compliance programs with respect to legislative, regulatory, and listing rule requirements. Kathy routinely works with chief executive and financial officers and corporate secretaries and in-house counsel to attend and support board and committee meetings, either on specific topics or for general matters. Her clients also include non-profit corporations, which she advises with respect to all aspects of corporate governance matters. In addition, Kathy is hired to provide training programs for boards, management, and employees with respect to governance matters.

Kathy also counsels clients in complex mergers and acquisitions between private companies and public companies, and has advised buyers and sellers in mergers, asset purchase and sale transactions, and stock purchase and sale transactions. Kathy’s deep understanding of SEC reporting requirements brings added value to her advice and counsel on public company M&A transactions. She has significant experience with respect to internalizations as well.

Kathy counsels companies from startup to maturity, assisting her clients with all aspects of corporate law from boardroom matters to capital raising transactions. Kathy writes and lectures extensively in the areas of corporate governance, including stakeholder issues such as sustainability and diversity, fiduciary duty matters, securities law compliance, and entity formations and transformations.

A believer in the power of mindfulness as a tool to optimize one’s professional and personal capacity for excellence, Kathy has a particular interest in mindfulness in the practice of law as a way to support the needs of her clients. Kathy began a mindfulness program within the Philadelphia Bar Association’s Business Law Section and she has lectured extensively in this area.



Katayun Jaffari Joins Advisory Board of Drexel’s Governance Center

October 18, 2021

Cozen O’Connor is pleased to announce that Kathy Jaffari has been invited to join the advisory board of Drexel’s Governance Center.

Activist Shareholders Score Wins on Election Spending After Riot

July 16, 2021

Kathy Jaffari was quoted in a Bloomberg Law article discussing how, since rioters stormed the U.S. Capitol earlier this year, activist shareholders at many companies are experiencing more success in getting approval from their fellow shareholders on increased political spending disclosures.

Philadelphia Business Journal's 2020 in Review: Philadelphia-area Lawyers Who Made the Biggest Moves This Year

January 12, 2021

The article stated, “... the biggest winner this year was Cozen O'Connor, which had three of the top 10 lateral hires.”

Emerging State Board Diversity Laws Encourage Proactive Approach

November 03, 2020

Kathy Jaffari discusses steps that some states are taking to increase diversity on corporate boards.

Katayun Jaffari Named to The Philadelphia Business Journal’s Best of the Bar 2020

October 13, 2020

Cozen O’Connor is pleased to announce that Katayun Jaffari, chair of the firm’s Corporate Governance & Securities practice, has been named to The Philadelphia Business Journal’s “Best of the Bar 2020.”

Katayun I. Jaffari Joins Cozen O’Connor as Chair of its Corporate Governance & Securities Group

June 01, 2020

Jaffari, whose clients range from life sciences and energy enterprises, to technology and fintech providers across the United States, comes to the firm from Ballard Spahr LLP.


Insiders and Companies: Reforms to SEC Rule 10b5-1 Trading Plans May Be On the Horizon [The Legal Intelligencer]

November 01, 2021

Kathy Jaffari, Naz Jalali, and Paul Hallgren co-authored an article on recommendations made by the Investor Advisory Committee (IAC) of the U.S. Securities and Exchange Commission (SEC) regarding changes to the rules with respect to Rule 10b5-1 trading plans in The Legal Intelligencer.

SEC Approves Anticipated Nasdaq Board Diversity Rules [Alert]

August 10, 2021

Rachel Collins Clarke, Mehrnaz Jalali, and Kathy Jaffari discuss Nasdaq's new rules that require Nasdaq-listed companies to either have or explain why they do not have at least two diverse directors.

Inside Scoop: D&O Insurance - Tips and Trends

August 03, 2021

Kathy Jaffari is joined by Sarah Downey, Managing Director, Financial Services Claims Leader and Blockchain Advisory Leader at Lockton Companies, for a timely conversation regarding D&O insurance.

Let’s Get Down to Business: A Glimpse Into the SEC’s Fall 2021 Agenda [The Legal Intelligencer]

August 02, 2021

Katayun Jaffari authored an article discussing leadership changes in the Securities and Exchange Commission (SEC) and initiatives the commission undertook in the first half of 2021 as well as its agenda for the fall in The Legal Intelligencer.

Inside Scoop: Shareholder Engagement - It’s About Communication

June 08, 2021

Adrienne Monley, Head of Investment Stewardship for the Americas region at The Vanguard Group, joins Inside Scoop to discuss the importance of shareholder engagement and the best methods for companies to navigate this critical topic.

Inside Scoop: Sustainability & ESG - Tips to Governance & Disclosure

May 05, 2021

Kathy Jaffari is joined by Anisa Kamadoli Costa, chief sustainability officer at Tiffany & Co. and chairman and president of the Tiffany & Co. Foundation, to discuss the increasing importance of sustainability and ESG (environmental, social, and governance) within a corporation.

Roundup of Boardroom Diversity Legislation

May 03, 2021

Katayun Jaffari and Paul Hallgren co-authored an article discussing the current state and what is hoped to be the future accelerated effort of diversifying the boardroom in Today’s General Counsel.

SEC Continues to Signal its Commitment to ESG Disclosures and Reporting [Alert]

March 24, 2021

Mehrnaz Jalali and Kathy Jaffari discuss the SEC's signals over the past six weeks to public companies and investors about its commitment to disclosures and reporting of environmental, social, and governance (ESG) issues.

Inside Scoop: Virtual Annual Meetings - Tips to Help Ensure Success

March 08, 2021

Kathy Jaffari is joined by Cathy Conlon, Vice President and Head of Corporate Issuer Product and Strategy at Broadridge Financial Solutions, Inc., on the Inside Scoop for a conversation on the virtual annual meeting landscape.

Inside Scoop: Boardroom Diversity - Tips on How to Get There

February 02, 2021

Kathy Jaffari is joined by Tanuja Dehne, president & CEO of The Geraldine R. Dodge Foundation, for a conversation that provides a perspective on diversity and inclusion in the boardroom.

Transparency in Corporate Political Spending and SEC Rule 14a-8

January 26, 2021

Germain DeMartinis and Kathy Jaffari authored an article in The Legal Intelligencer on the increased focus on political contributions made by companies and the need for these businesses to have increased transparency in order to manage reputational risk.

Nasdaq Proposes New Rules Regarding Board Diversity for Listed Companies

December 03, 2020

On December 1, 2020, The Nasdaq Stock Market filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules that relate to diversity of board composition, proposed Rule 5605(f), and disclosure of statistical information on board composition, proposed Rule 5606.

SEC Adopts Amendments to MD&A and other Financial Disclosures [Alert]

November 24, 2020

Kathy Jaffari and Richard Busis discuss the SEC's amendments to Regulation S-K in an effort to modernize, simplify, and enhance certain financial disclosures.

The SEC 'Modernizes' Certain Disclosure Rules

November 02, 2020

Katayun Jaffari and Paul Hallgren co-authored an article published in The Legal Intelligencer examining amendments the Securities and Exchange Commission has made to certain disclosure rules for public companies in an effort to modernize information presented to investors.

Executive Compensation Considerations Amid the COVID-19 Pandemic

September 09, 2020

Katayun Jaffari, Diane Thompson, and Anne Greene co-authored an article published in The Legal Intelligencer that examines the considerations companies must bear in mind when addressing executive compensation amid the COVID-19 pandemic.

SEC Adopts Amendments to Regulation S-K Items 101, 103, and 105 [Alert]

September 02, 2020

Kathy Jaffari and Germain DeMartinis discuss the SEC's adoption of amendments modernizing the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) disclosures that registrants are required to make pursuant to Regulation S-K.

ESG Disclosures: What Is the Current State of Play? [The Legal Intelligencer]

August 03, 2020

Kathy Jaffari and Lindsey Stillwell co-authored an article on companies that are taking various approaches to disclosing the environmental, social, and governance criteria that investors are increasingly using as a metric to evaluate investment opportunities.

SEC Issues Final Rules Regarding Proxy Solicitations [Alert]

July 24, 2020

Kathy Jaffari, Richard Busis, and Greg Patton discuss the SEC's amendments to increase transparency and accountability between Main Street investors, investment advisers, and organizations that provide proxy voting advice.

SEC Releases Guidance Regarding COVID-19 Disclosure Considerations [Alert]

June 25, 2020

Kathy Jaffari, Edgar Rapoport, and Chris Bellini discuss the SEC's June 23, 2020, guidance on disclosure considerations regarding operations, liquidity, and capital resources in light of the COVID-19 pandemic.

Industry Sectors


  • George Washington University School of Law, J.D.
  • Temple University, M.B.A.
  • Temple University, B.B.A.

Awards & Honors

Selected to Philadelphia Business Journal Best of the Bar 2020. This award is conferred by the Philadelphia Business Journal. A description of the selection methodology can be found here. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

Selected to Philadelphia Business Journal Women of Distinction, 2017. This award is conferred by the Philadelphia Business Journal. A description of the selection methodology can be found here. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

SmartCEO Magazine Star Influencer Award, 2016

Selected to Pennsylvania "Super Lawyer," Securities and Corporate Finance, 2013-2014. This award is conferred by Super Lawyers. A description of the selection methodology can be found here. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

Support Center for Child Advocates Distinguished Advocate, 2014

Committee of the Year, Philadelphia Bar Association's Business Law Section, 2014

Adjunct Teaching Award for Excellence in the Classroom, Legal Studies, Fox School of Business and Management at Temple University, 2012

Chair of the Year, Philadelphia Bar Association's Business Law Section, 2012

SmartCEO's Legal Elite List, Go-To Attorney for Business Legal Advice, 2011

Philadelphia Business Journal 40 Under 40, 2009

Pennsylvania "Lawyer on the Fast Track," American Lawyer Media, 2004

First Judicial District's Roll of Honor, First Judicial District's Pro Bono Committee, numerous years

  • District of Columbia
  • New Jersey
  • Pennsylvania

Hon. Moody R. Tidwell III, U.S. Court of Federal Claims

American Bar Association, Business Law Section, Vice Chair of the Corporate Governance Committee, Co-Chair of the Governance and Sustainability Subcommittee, Chair of the Diversity in the Boardroom Taskforce and Federal Regulation of Securities Committee, Member

Philadelphia Bar Association's Board of Governors, former Chair

Philadelphia Bar Association, Business Law Section, former Chair and Executive Committee Member 

Society of Corporate Secretaries and Governance Professionals, Member

The School Mindfulness Project, Chair of the Board

Support Center for Child Advocates Leadership Council, Volunteer Attorney, former President, Vice President, and Secretary

Temple University, Fox School of Business, Adjunct Professor (legal courses)