Kathy Jaffari
Kathy Jaffari

Katayun I. Jaffari

Partner

jaffarik@ballardspahr.com
Tel 215.864.8475
Fax 215.864.8999
Philadelphia

Recognized as a leader in the fields of corporate governance and securities, Katayun I. Jaffari devotes her practice to the handling of complex securities transactions for businesses in a variety of industries, including biotechnology, energy, and technology. Advising clients in deals that have reached the multibillion-dollar range, Ms. Jaffari has broad experience in business finance, including public offerings, stock-for-stock mergers, private placements of common stock, and offerings of convertible notes. Her practice also includes business counseling, capital raising, and mergers and acquisitions. 

Securities

Ms. Jaffari represents large public companies in a range of complex securities transactions. She counsels clients in securities law compliance, including reporting requirements under NYSE and NASDAQ regulations, as well as internal investigations and exchange listing matters. She represents public and private companies in initial public offerings, secondary offerings, and private offerings, including 144A transactions. She advises companies in a variety of securities matters, including capital-raising transactions.

Corporate Governance

In her corporate governance practice, Ms. Jaffari has extensive experience counseling clients on complying with federal laws such as the Sarbanes-Oxley Act and the Dodd-Frank Act. She counsel boards and committees of boards with respect to fiduciary duties and compliance with law. She also helps clients develop compliance programs and guides them with respect to their corporate governance responsibilities.

Mergers and Acquisitions

Ms. Jaffari 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.

Emerging Companies

Ms. Jaffari counsels emerging companies from start-up to maturity. Her experience includes counseling companies in partnership transactions, acquisitions, securities offerings, and federal and state governance issues. She has written and lectured extensively in the areas of fiduciary duties, corporate governance, securities law, and entity structure.

Representative Matters

Ms. Jaffari has more than 20 years' experience representing public companies. She has served as outside corporate counsel and advised on all of the corporate and securities law aspects of a series of transactions including representation of:

  • NYSE-listed energy companies with respect to securities and corporate governance matters
  • A NASDAQ-listed life sciences company in its initial public offering, as well as ongoing general corporate matters, corporate governance, board counseling, and securities law aspects
  • The Special Committee of an NYSE-listed REIT with respect to an internalization
  • An NYSE-listed global manufacturer of electronic instruments and electromechanical devices with respect to securities and corporate matters
  • For more than 15 years, a NASDAQ-listed biotechnology company focusing on the development of medicines for cancer and diabetes/obesity patients, acting as ongoing corporate counsel with respect to all general corporate matters, corporate governance, board counseling, and securities law aspects, including a tender offer for the securities of the company and subsequent sale to a Japanese pharmaceutical company for over $4 billion cash transaction, two of the largest public offerings by a biotechnology company at the time, and numerous Rule 144A offerings of convertible senior subordinated notes

Judicial Clerkships

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

Professional Activities

Philadelphia Bar Association's Board of Governors, Vice Chair 

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

American Bar Association, Business Law Section, Corporate Governance and Federal Regulation of Securities Committees member and Co-Chair of the Governance and Sustainability Subcommittee

Society of Corporate Secretaries and Governance Professionals, member

DirectWomen (New York-based initiative to increase the number of women on the boards of public companies), Special Corporate Counsel

The Forum of Executive Women, board member

ION, board member

Support Center for Child Advocates Leadership Council and volunteer attorney, former President, Vice President, and Secretary

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

Beta Gamma Sigma, International Business Honor Society, member

Recognition & Accomplishments

Star Influencer, Centers of Influence Awards, SmartCEO Magazine

Recognized as a Distinguished Advocate by the Support Center for Child Advocates, a nonprofit organization that provides legal aid and social service advocacy for Philadelphia's abused and neglected children

Named a Pennsylvania "Super Lawyer" for securities and corporate finance

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

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

Named Chair of the Year by the Philadelphia Bar Association's Business Law Section

Named to SmartCEO's Legal Elite list as a go-to attorney for business legal advice

Named one of Philadelphia's "40 Under 40" by Philadelphia Business Journal

Named one of Pennsylvania's "Lawyers on the Fast Track" by American Lawyer Media

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

Speaking Engagements

"Sustainability and Shareholder Activism," The India Committee of the ABA Section of International Law, Washington, D.C., April 29, 2017

"Mindfulness and the Law," Philadelphia Bar Association, Philadelphia, March 9, 2017

"Capital Raising Opportunities and Challenges in 2017: Being Public without Going Public," Thomson Reuters & The Florida Bar Business Law Section Federal Securities Institute, Miami, February 8, 2017

"Controlling Employee Conduct: Designing Compensation Incentives and Monitoring Systems to Promote Compliance and Prevent Misconduct," Ballard Spahr webinar, December 14, 2016

"CLE - Mindfulness in Practice, Philadelphia Bar Association," Philadelphia Bar Association, Philadelphia, December 1, 2016 

"Sustainability & Social Issues in Governance," Drexel University's LeBow College of Business Center for Corporate Governance, Philadelphia, November 29, 2016

"2016 Securities Litigation and Regulatory Update," Philadelphia Bar Association Securities Regulations Committee and New Jersey Bar Association Securities Law Committee, Philadelphia November 10, 2016

"Leading Mindfully," Philadelphia Bar Association, September 28, 2016

"CEO Succession & Crisis Management," ABA Business Law Section Annual Meeting, September 15, 2016

"Securities Law Update 2016: Recent Developments Under the Federal Securities Laws," Ballard Spahr CLE webinar, May 4, 2016 

"Crowdfunding 101 – The Role of Intermediaries and Regulators," Ballard Spahr webinar, May 3, 2016

"Introduction to the Mindful Practice of Law," Philadelphia Bar Association, April 5, 2016

"New Opportunities and Challenges for Raising Capital," Thomson Reuters & the Florida Bar Business Law Section Federal Securities Institute, February 4, 2016

"Cybersecurity Across the Board (of Directors): Key Considerations and Practical Steps," a Ballard Spahr webinar, December 10, 2015

"Crowdfunding 101: What You Need to Know Now," Ballard Spahr webinar, December 1, 2015

"2014 Securities Litigation and Regulatory Update," Pennsylvania Bar Institute, Philadelphia, November 5, 2014

"How To Develop Yourself as a Community Leader," Professional Women's Roundtable, Drexel University, Philadelphia, September 24, 2014

"It's a Jungle Gym Not a Ladder," Pennsylvania Bar Association, PBA Commission on Women in the Profession 21st Annual Conference, Hershey, Pa., May 14, 2014

"Corporate Governance Meets Sustainability," American Bar Association Business Law Section and Center for Professional Development webinar, February 25, 2014

"EB-5 Financing Program," Arizona Housing Alliance Academy – Developers Topics – Hot Topics in Affordable Rental Housing Finance, Phoenix, January 23, 2014

"SEC Acts To Eliminate Prohibition on General Solicitation and Expand Bad Actor Disqualifications," Thomson Reuters live webcast, December 17, 2013

"Exploring the Advantages of EB-5 Program Financing," Ballard Spahr seminar, October 24, 2013

"SEC Enforcement: When Corporate Officers Get Caught in the Crosshairs," DELVACCA, Corporate and Securities CLE Institute, King of Prussia, Pa., October 3, 2013

"SEC Regulation FD Update: Best Practices for Social Media Use," American Law Institute seminar, September 17, 2013

"To Tweet or Not To Tweet: What Boards of Directors, and Those Who Advise Them, Need To Know about Corporate Uses of Social Media and Avoiding Potential Minefields," Business Law Section at the American Bar Association Annual Meeting, CLE program, August 9, 2013

"Golden Parachutes in 2013 and Beyond: New Regs in M&A Transactions," Bloomberg BNA webinar, July 31, 2013

"Crowdfunding and the JOBS Act: A Primer for Corporate Counsel," Thomson Reuters webcast, March 19, 2013

"Choosing the 'Right' Form of Business Entity," Jenkins Law Library, Jenkins on Your Desktop, Philadelphia, February 27, 2013

"Transitioning from the C-Suite to the Boardroom," The Forum of Executive Women, Within the Boardroom: Igniting Action through Dialogue and Knowledge Breakfast Series, February 26, 2013

DELVACCA’s Health Biotech & Pharma Committee, October 11, 2012

Presentation to Partners for Kids and Families Board of Directors, September 24, 2012

"Considerations in Private Placements: Intermediate and Advanced Topics," Pennsylvania Bar Institute, August 2, 2012

"Overview of the JOBS Act: What It Means for Startup and Emerging Businesses," Securities Regulation Committee of the Philadelphia Bar Association, June 20, 2012

"Growing Outside Your Practice – Options, Opportunities, and Ethical Issues," Pennsylvania Bar Association 2012 Annual Meeting of the Commission of Women in the Profession, May 9, 2012

"The Fire Within: How to Ignite the Spark in Your Professional Life.... & Keep it Burning," The Forum of Executive Women 2012 Leadership Symposium, April 27, 2012

"Choosing the Right Form of Business Entity," Jenkins Law Library February Meeting, February 29, 2012

Publications

Co-author, "The Role of Private Ordering in Corporate Governance," The Legal Intelligencer, May 8, 2017.  

Co-author, "What Will the (Securities) Rules Look Like?The Legal Intelligencer, January 30, 2017

Co-author, "SEC Priorities: Sustainability, Board Diversity and Cybersecurity Rulemaking," The Legal Intelligencer, October 31, 2016

Co-author, "The State of Regulation of Executive Compensation—How Did We Get Here?" The Legal Intelligencer, September 12, 2016

Co-author, "SEC's Radar is on Non-GAAP Financial Measures," The Legal Intelligencer, August 10, 2016

Co-author, "Preparing for New Crowdfunding Regulations on the Horizon", The Legal Intelligencer, May 3, 2016

Co-author, "Proxy Access: Looking Back at 2015 and Ahead at 2016," The Legal Intelligencer, February 2, 2016

Co-author, "Recent Developments in the SEC’s Conflict Minerals Rule," The Legal Intelligencer, November 3, 2015 

Co-author, "SEC Addresses Rulemaking Mandates on Compensation," The Legal Intelligencer, October 13, 2015 

"Amendments to Regulation A: Expanding Access to Capital," The Legal Intelligencer, May 5, 2015

"Corporate Sustainability and Disclosure," Practical Law: The Journal, March 2015

"Effecting Effective Disclosure: A Look at the SEC's Initiative," The Legal Intelligencer, February 3, 2015

"Will SEC Guidance on Proxy Advisers Affect Compensation? " The Legal Intelligencer, October 14, 2014

"SEC Changes Approach with New Broken-Windows Policy," The Legal Intelligencer, October 7, 2014

"Digging for Disclosure: SEC Conflict Minerals Rule Updates," The Legal Intelligencer, July 1, 2014

"Cybersecurity and Securities Laws: Addressing the Risks," The Legal Intelligencer,  April 1, 2014

"Submitted Comments on Proposed Rule: Crowdfunding," U.S. Securities and Exchange Commission Release No. 33-9470, February 3, 2014

"A Look at the Emerging Trends in Shareholder Activism," The Legal Intelligencer, January 7, 2014

"SEC Proposes Much-Anticipated Crowdfunding Rules, But Will Small Businesses Actually Crowdfund?" The Legal Intelligencer, November 5, 2013

"Regulatory Spotlight on Excessive Compensation," The Legal Intelligencer, October 15, 2013

"SEC Lifts Ban on General Solicitation and Advertising," The Legal Intelligencer, August 22, 2013

Co-author, "The Evolving Definitions of Materiality and Sustainability Reporting," The Legal Intelligencer, May 7, 2013

"Expected Developments in Securities Laws in 2013," The Legal Intelligencer, February 5, 2013

Co-author, "Effects of Dodd-Frank 'Say-on-Pay' Two Years Later," The Legal Intelligencer, October 16, 2012

"SEC Adopts Conflict Mineral Disclosure and Due Diligence Rules," The Legal Intelligencer, September 27, 2012

"A Solution to Market Volatility or a Short-Term Fix? SEC Approves 'Limit Up-Limit Down' Mechanism, Marketwide Circuit Breakers," The Legal Intelligencer, July 5, 2012

"The JOBS Act — Will It Kick Start Employment Growth?" The Legal Intelligencer, May 3, 2012

Board Memberships

The Scleroderma Foundation, Inc., board member

Maternity Care Coalition, board member

Scleroderma Foundation of the Delaware Valley, Co-Chair of the Ventnor Walk Committee, past Vice President

InterAct Theatre Company, past board chair

Committee of Seventy, past board member

Yoga Unites, past board chair

George Washington University Law School (J.D.)
Managing Editor, George Washington Journal of International Law and Economics; Dean's Fellow and Instructor of Legal Research and Writing; Legal Fellow, Mediation Clinic and Immigration Clinic

Temple University (M.B.A., with honors)

Temple University (B.B.A., summa cum laude)

District of Columbia

New Jersey

Pennsylvania