Counsel in the Boardroom and Lawyers Serving on Boards, Including Ethical Considerations (2026 Edition)

Howard Brod Brownstein | Howard Brod Brownstein, CTP

Howard Brownstein has served for over 50 years as an independent member of Boards of Directors, including public and private companies, as well as large nonprofits. He has chaired Boards as well as Audit, Nominating/Governance and Strategic Planning/Risk Assessment committees. He served on the Board of P&F Industries (NasdaqGM: PFIN), a publicly-held manufacturer/importer of air-powered tools and various residential hardware, chaired its Nominating/Governance and Strategic Planning/Risk Assessment Committees, and served on its Audit Committee, and currently serves on the Board of Shamokin Carbons, a carbon mineral products company, and on the Board of Merakey, a leading nonprofit provider of education and human services to individuals with special needs, with more than 10,000 employees providing care to 40,000 adults and children in multiple states and an annual budget over $600Mil. He also serves as Board Chair of Community Council Health Systems, a provider of behavioral health and special education services to the Philadelphia community.

He previously served on the Board of Renew Financial, a leading provider of financing for home improvements, where he chaired the Risk and Operating Committees, and on the Board of A.M. Castle & Co. (OTMKTS: CASL), a publicly-held global metals distributor and supply chain solutions provider, and on its Audit and Human Resource Committees. He was also Audit Committee Chair of PICO Holdings (Nasdaq: PICO), a publicly-held diversified holding company and the designated “financial expert” for Sarbanes-Oxley purposes (QFE). He also served on the Board of LMG2, successor to Chicago Loop Parking, a $600Mil parking infrastructure entity in downtown Chicago, in which a lender group led by Société Générale succeeded to ownership following a restructuring.

Howard Brownstein previously served as sole Board member of Betsey Johnson LLC, a privately-held designer and retailer of women’s apparel with equity sponsor Castanea Partners, and on the Board of Directors of Special Metals Corporation, a $1 billion nickel alloy producer, where he also chaired the Audit Committee and which was sold at a substantial gain, and on the Board and Audit Committee of Magnatrax Corporation, a $500 million manufacturer of metal buildings, which was similarly sold for a large gain. He also served as Chair of the Board of Trustees of the National Philanthropic Trust, the largest independent provider of donor-advised funds. Mr. Brownstein previously served on the board of a regional bank, a retail department store, and nonprofit boards including chair of a United Way agency.

Mr. Brownstein is a nationally-known turnaround and crisis management professional, and is the President of The Brownstein Corporation which provides turnaround management and advisory services to companies and their stakeholders, as well as M&A services, fiduciary services, and litigation consulting, investigations and valuation services.

Mr. Brownstein is a Certified Turnaround Professional (CTP). He has served on numerous boards of professional organizations, including the Turn around Management Association (TMA), the Commercial Finance Association (now Secured Finance Network), and the American Bankruptcy Institute (ABI), as well as board committees and as a program leader, and received TMA’s “Outstanding Individual Contribution” award in 2007. He has published over 140 articles, books and chapters, and serves as a coordinating editor to ABI Journal and chairs the editorial advisory board of ABFJournal. He is a regular guest-lecturer at Harvard Business School, Wharton, NYU, Villanova, and Northeastern, as well as at professional and educational programs, and is a regular faculty member at national programs of the National Association of Corporate Directors (NACD), where he has also been designated Directorship Certified and a Board Leadership Fellow.

Howard Brownstein is a graduate of Harvard University, where he obtained J.D. and M.B.A. degrees, and of the University of Pennsylvania, where he obtained B.S. (Wharton) and B.A. degrees. Mr. Brownstein is admitted to the bars of Pennsylvania, Massachusetts and Florida, but does not actively practice law. He also served in the U.S. Air Force Reserve, attaining the rank of First Lieutenant in the Medical Service Corps.

Katayun Jaffari | Cozen O’Connor

Katayun Jaffari is Chair of the Corporate Governance practice, Co-Chair of the Capital Markets & Securities practice and Co-Chair of the ESG practice at Cozen O’Connor. Recognized as a leader in the fields of corporate governance and securities, Kathy devotes her practice to advising boards of directors and management teams with respect to governance matters and to handling complex securities transactions for businesses in a variety of industries. Advising clients in deals that have reached the multibillion-dollar range, Kathy has broad experience in corporate finance, compliance, and internal investigations, representing special committees of public company boards. Her practice includes business counseling, capital-raising, and mergers and acquisitions.

She currently serves as Special Corporate Counsel, on behalf of Cozen O’Connor on a pro bono basis, to DirectWomen, a nonprofit whose mission is to increase the number of women on corporate boards. Kathy is a prolific speaker and writer in many areas of the law and has published the book, ESG in the Boardroom, a Guidebook for Director, as co-editor, through the American Bar Association.

Kathy has been named “Best of the Bar” and a “Woman of Distinction” by the Philadelphia Business Journal. She was selected as the “Star Influencer” for SmartCEO’s Centers of Influence Awards. Kathy has been named a Pennsylvania “Super Lawyer” for securities and corporate finance, to SmartCEO’s Legal Elite as a go-to attorney for business legal advice, one of Philadelphia’s “40 Under 40” by Philadelphia Business Journal, and one of Pennsylvania’s “Lawyers on the Fast Track” by American Lawyer Media. The Philadelphia Bar Association’s Business Law Section honored her with the Dennis H. Replansky Memorial Award in recognition her legal talent in the area of business law; reputation for mentoring attorneys; significant participation in and contributions to civic and charitable causes; and respect in the legal community for honesty, integrity, and professionalism. The Business Law Section also honored her with the Committee of the Year Award and Chair of the Year Award. Kathy also is the recipient of the Adjunct Teaching Award for Excellence in the Classroom, Legal Studies, Fox School of Business at Temple University.

Kathy believes in public service and has taken an active role in the community. Honored as a Distinguished Advocate by the Support Center for Child Advocates, Kathy has been fulfilling her commitment to pro bono service by representing abused and neglected children for almost 30 years. She is the recipient of the First Judicial District’s Roll of Honor by the District’s Pro Bono Committee. She is Chair of the Corporate Governance Committee of the American Bar Association’s Business Law Section and she has served as the 2025 Chancellor of the Philadelphia Bar Association, where she previously was Chancellor-Elect and Vice Chancellor and served on and as Chair and Vice Chair of the Board of Governors as well as Chair, among other positions, of the Business Law Section. She has served on and continues to serve on many non-profit organizations nationally and locally. She is an adjunct professor at Temple University, Fox School of Business, and Drexel University, LeBow College of Business. Kathy is a graduate of George Washington University Law School (J.D.), and she holds degrees from Temple University (M.B.A., with honors, and B.B.A., summa cum laude).

I. The potential value of serving on boards for lawyers, what board service entails, and how to pursue it | 1:00pm – 1:30pm

II. Ethical issues for lawyers serving on boards | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. The important role of “counsel in the boardroom” | 2:10pm – 2:40pm

IV. Ethical issues to be addressed by counsel in the boardroom | 2:40pm – 3:10pm