Katayun Jaffari

Chair, Corporate Governance & Securities


(215) 665-4622

(215) 665-2013

Katayun will be speaking at an upcoming event:

Shareholder Primacy and Stakeholder Interests: Are They in Conflict and What Should Boards Do?

Webinar 09/21/2020

Katayun Jaffari will moderate a panel discussion on shareholder and stakeholder interests as a part of the American Bar Association Business Law Section virtual meeting.

Event Details 

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 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.


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 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.

Events & Seminars

Upcoming Events

Shareholder Primacy and Stakeholder Interests: Are They in Conflict and What Should Boards Do?

September 21, 2020 - Webinar

Katayun Jaffari will moderate a panel discussion on shareholder and stakeholder interests as a part of the American Bar Association Business Law Section virtual meeting.

Past Events

Board Diversity: A Must Amidst COVID-19

September 10, 2020 - Webinar

12th Annual In-House Counsel Conference

July 28, 2020 - Philadelphia, PA


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

Awards & Honors

Philadelphia Business Journal Women of Distinction, 2017

SmartCEO Magazine Star Influencer Award, 2016

Pennsylvania "Super Lawyer," Securities and Corporate Finance, 2013-2014

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)