Katayun I. Jaffari

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 PIPE transactions as well as 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 also helps clients develop compliance programs and guides them with respect to their corporate governance responsibilities.

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.

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. 

Representative Matters  

Ms. Jaffari has more than 14 years' experience representing a NASDAQ-listed biotechnology company that developed medicines for cancer and diabetes/obesity patients. She served as outside corporate counsel and advised on all of the corporate and securities law aspects of a series of transactions, culminating in a cash sale for in excess of $4 billion. The transactions include:

• Two public offerings of its common stock, for an aggregate of approximately $780 million  
• Six Rule 144A offerings of convertible notes, for an aggregate of $688 million
• A $30 million private placement of common stock
• The acquisition of another public biotech company for approximately $1 billion in a combination of cash and securities  
• A tender offer for the securities of the company and subsequent sale to a Japanese pharmaceutical company for more than $4 billion cash

Ms. Jaffari has also:

• Represented a company formed by former Chairman of UBS/Paine Webber, former CEO of Gruntal Securities and former Secretary of Homeland Security to acquire numerous companies in the security industry
• Advised clients in connection with dispute among members of Delaware LLC in connection with claim of alleged breaches of LLC agreement and possible dissolution  
• Represented an OTC technology company in its asset acquisition of a private company, in a stock-for-stock merger

Judicial Clerkships

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

Professional Activities

American Bar Association, Business Law Section
Co-Chair, Task Force on Board Engagement on Sustainability and Social Responsibility, Corporate Governance Committee; Content Director, Corporate Governance Committee

Philadelphia Bar Association, Business Law Section
Chair, Small Business Committee; Member, Executive Committee

Temple University, Fox School of Business, Adjunct Professor (legal courses), 2000-present

Forum of Executive Women, member

Support Center for Child Advocates, volunteer attorney

Impact 100, member

Beta Gamma Sigma, International Business Honor Society, member

Recognition & Accomplishments

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

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

Named to SmartCEO's 2011 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/Publications

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

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

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

Moderator, "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

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

Moderator, Pennsylvania Bio Leadership Panel Series/CEO Roundtable, Pennsylvania Bio, Malvern, Pa., February 5, 2013

Co-author, "Effects of Dodd-Frank 'Say-on-Pay' Two Years Later," The Legal Intelligencer, October 18, 2012

Moderator, "The New Paradigm in Trade-Secret Protection and Intelligence," DELVACCA's Health Biotech & Pharma Committee CLE, King of Prussia, Pa., October 11, 2012

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

Speaker, "Overview of the JOBS Act and Practical Considerations; Dodd-Frank Act Updates as well as Recent Developments in PIPES; Registered Directs; Rule 144A; Regulation S Transactions; and Integration," Pennsylvania Bar Institute's Considerations in Private Placements: Intermediate and Advanced Topics, August 2, 2012

Co-author, "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

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

Speaker, "Breaking into the Boardroom – Leadership and Service on Profit and Not-for-Profit Boards," Pennsylvania Bar Association 2012 Annual Meeting of the Commission of Women in the Profession, May 9, 2012

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

Speaker, "Overcoming Adversity – Managing in a Time of Change," Forum of Executive Women 2012 Leadership Symposium, April 27, 2012

Speaker, "Choosing the Right Form of Business Entity," Jenkins Law Library, February 29, 2012; and PBI Workshop: Starting a New Business, December 1, 2010

Regular contributor to The Legal Intelligencer. Ms. Jaffari co-authored several articles, including "SEC Provides Guidance on Cybersecurity Risks and Cyber Incidents," December 12, 2011; "Dodd-Frank: The Good, the Bad and the Ugly," October 18, 2011; and "How Will the Dodd-Frank Whistleblower Rules Affect Companies?" September 15, 2011.

Speaker, "Mergers and Acquisitions Structures for IP Disputes," Japanese Intellectual Property Association 2011 Fall Seminar, October 31, 2011

Speaker, "Let’s Be Frank: Does Dodd-Frank Spell Demise of Whistleblower Programs and Other Important Dodd-Frank Provisions?" RR Donnelley SEC Hot Topics Institute, September 21, 2011

Speaker, "Dodd-Frank: The Impact of the Whistleblower Provisions," GCOR V - RMA’s 5th Annual Governance Compliance and Operational Risk Conference, May 4, 2011

Community Activities

Chamber of Commerce, Arts & Business Council, Business on Board Advisory Committee and Ambassador

Scleroderma Foundation, Delaware Valley Chapter, Executive Committee

Board Memberships

Support Center for Child Advocates, President

Scleroderma Foundation, Delaware Valley Chapter
Member, 2010-present; Secretary, 2012-present

Yoga Unites, member and past Chair

Committee of Seventy, past member

InterAct Theatre Company, past Chair

George Washington University Law School (J.D. 1995)
Managing Editor, George Washington Journal of International Law and Economics; Dean's Fellow Instructor of Legal Research and Writing; Legal Fellow, Mediation Clinic and Immigration Clinic

Temple University (M.B.A. 1992, with honors)

Temple University (B.B.A. 1991, summa cum laude)

District of Columbia

New Jersey

Pennsylvania