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

Master the ethics of board service and boardroom counsel. Learn to navigate dual roles, pursue board opportunities, and add strategic value — all while staying ethically compliant.

2026-04-22 13:00:00

Program Details

2026-04-22 13:00:00

2026-04-22 13:00:00

Over 1,000+ webinars

Program Details

2026-04-22 13:00:00

Program Details

2026-04-22 13:00:00

Over 1,000+ webinars

2026-04-22 13:00:00

Course Overview

Lawyers Leading from the Boardroom

2026-04-22 13:00:00

Lawyers increasingly serve on boards and advise directors, making ethical navigation essential. This program covers pursuing board roles, supporting boards as counsel, and managing the ethical considerations unique to each capacity.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Board value
Why serving on boards can be a valuable part of a legal career.
02
Pursuing roles
How to pursue board roles and what board service entails.
03
Director ethics
Ethical issues lawyers must observe and navigate when serving on boards.
04
Counsel role
The important role of counsel providing support to boards and management.
05
Boardroom ethics
Ethical issues to be addressed by counsel operating in the boardroom.
06
Dual navigation
Managing ethical principles when serving as both lawyer and board member.

Program schedule

clock 1:00 pm - 1:30 pm EST

The Potential Value of Serving on Boards for Lawyers, What Board Service Entails, and How to Pursue It

Discover why board service enhances a legal career, understand the core responsibilities and time commitments directors face, and learn proven strategies for identifying and securing meaningful board opportunities across corporate and nonprofit sectors.

Howard Brod BrownsteinHoward Brod Brownstein
Katayun JaffariKatayun Jaffari
clock 1:30 pm - 2:00 pm EST

Ethical Issues for Lawyers Serving on Boards

Examine the key ethical obligations lawyers must navigate when serving as board directors, including conflicts of interest, dual-role responsibilities, confidentiality concerns, and maintaining clear boundaries between legal counsel and fiduciary governance duties.

Howard Brod BrownsteinHoward Brod Brownstein
Katayun JaffariKatayun Jaffari
clock 2:10 pm - 2:40 pm EST

The Important Role of “Counsel in the Boardroom”

Explore how inside and outside counsel provide critical legal guidance to boards and management, supporting informed decision-making on governance matters, regulatory compliance, risk management, and strategic transactions that shape corporate direction.

Howard Brod BrownsteinHoward Brod Brownstein
Katayun JaffariKatayun Jaffari
clock 2:40 pm - 3:10 pm EST

Ethical Issues to be Addressed by Counsel in the Boardroom

Identify the ethical challenges counsel face when advising boards, including preserving attorney-client privilege, managing competing loyalties, recognizing when legal advice ends and business judgment begins, and upholding professional responsibility standards.

Howard Brod BrownsteinHoward Brod Brownstein
Katayun JaffariKatayun Jaffari
Howard Brod Brownstein

Howard Brod Brownstein

Brod Brownstein, CTP

Katayun Jaffari

Katayun Jaffari

Cozen O’Connor

Howard Brod Brownstein

Howard Brod Brownstein

Brod Brownstein, CTP

Howard Brod Brownstein is a nationally recognized turnaround and crisis management professional with over 50 years of distinguished service as an independent board director across public and private companies and large nonprofit organizations. As President of The Brownstein Corporation, he provides turnaround management and advisory services, M&A services, fiduciary services, and litigation consulting, investigations, and valuation services to companies and their stakeholders.

Education & Credentials

Mr. Brownstein holds a J.D. and an M.B.A. from Harvard University, as well as a B.S. from the Wharton School and a B.A. from the College of Arts and Sciences at the University of Pennsylvania. He is a Certified Turnaround Professional (CTP) and is admitted to the bars of Pennsylvania, Massachusetts, and Florida. He has been designated Directorship Certified and a Board Leadership Fellow by the National Association of Corporate Directors (NACD). He also served in the U.S. Air Force Reserve, attaining the rank of First Lieutenant in the Medical Service Corps.

Recognition & Leadership

Mr. Brownstein received the Turnaround Management Association's "Outstanding Individual Contribution" award in 2007. He has been designated a Sarbanes-Oxley Qualified Financial Expert (QFE) and has chaired boards as well as Audit, Nominating/Governance, and Strategic Planning/Risk Assessment committees for public companies, private companies, and major nonprofit institutions. He has published over 140 articles, books, and chapters and serves as a coordinating editor to the ABI Journal and chairs the editorial advisory board of ABFJournal.

Professional Involvement

Mr. Brownstein has served on the boards of several prominent professional organizations, including the Turnaround Management Association (TMA), the Commercial Finance Association (now Secured Finance Network), and the American Bankruptcy Institute (ABI). He is a regular guest lecturer at Harvard Business School, Wharton, NYU, Villanova, and Northeastern, and serves as a regular faculty member at national programs of the NACD.

Experience

Mr. Brownstein's extensive board portfolio spans diverse industries and governance roles. He 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 with more than 10,000 employees and an annual budget exceeding $600 million. He also serves as Board Chair of Community Council Health Systems, a provider of behavioral health and special education services to the Philadelphia community. His prior board service includes P&F Industries (NasdaqGM: PFIN), PICO Holdings (Nasdaq: PICO), A.M. Castle & Co., Renew Financial, Special Metals Corporation, Magnatrax Corporation, Betsey Johnson LLC, and the National Philanthropic Trust, among others. Previously, he served as Managing Director of Enprotech Corp., a subsidiary of ITOCHU, and held senior executive roles including CEO and COO of The Stone Group, a multinational manufacturer with operations across the United States, Spain, and England.
Katayun Jaffari

Katayun Jaffari

Cozen O’Connor

Katayun “Kathy” Jaffari is a recognized leader in corporate governance and securities law, serving as Chair of the Corporate Governance practice, Co-Chair of the Capital Markets & Securities practice, and Chair of the ESG practice at Cozen O’Connor. With more than 30 years of experience representing public and private companies, she devotes her practice to advising boards of directors and executive management teams on governance matters and handling complex securities transactions across industries including life sciences, energy, technology, and fintech, with deals reaching the multibillion-dollar range.

Education & Credentials

Ms. Jaffari earned her J.D. from George Washington University Law School, her M.B.A. with honors from Temple University, and her B.B.A. summa cum laude from Temple University. She is admitted to the bars of Pennsylvania, New Jersey, and the District of Columbia. She also served as a law clerk to the Honorable Moody R. Tidwell III of the U.S. Court of Federal Claims.

Recognition & Leadership

Ms. Jaffari has earned numerous accolades throughout her career. She has been named "Best of the Bar" and a "Woman of Distinction" by the Philadelphia Business Journal, a Pennsylvania "Super Lawyer" for securities and corporate finance, and one of Philadelphia's "40 Under 40." She received the "Star Influencer" award from SmartCEO's Centers of Influence Awards and was named to SmartCEO's Legal Elite as a go-to attorney for business legal advice. The Philadelphia Bar Association's Business Law Section honored her with the Dennis H. Replansky Memorial Award in recognition of her legal talent, mentoring reputation, civic contributions, and professional integrity, as well as the Committee of the Year and Chair of the Year Awards. She was also selected for the Philadelphia Business Journal's Diversity in Business Award in 2025, named Ally of the Year by the Philadelphia LGBTQ Bar Association, and recognized on City & State Pennsylvania's inaugural Impact 50 list. She is the recipient of the Adjunct Teaching Award for Excellence in the Classroom from Temple University's Fox School of Business.

Professional Involvement

Ms. Jaffari served as the 98th Chancellor of the Philadelphia Bar Association in 2025, the oldest bar association in the United States, having previously served as Chancellor-Elect, Vice Chancellor, and Chair of the Board of Governors. She chairs the Corporate Governance Committee of the American Bar Association's Business Law Section and serves as Vice Chair of the Advisory Board of the Raj & Kamla Gupta Governance Institute at Drexel University. She is a prolific speaker and writer, having co-edited the book ESG in the Boardroom, A Guidebook for Directors, published through the American Bar Association. Ms. Jaffari serves as an adjunct professor at Temple University's Fox School of Business and Drexel University's LeBow College of Business. Deeply committed to public service, she has represented abused and neglected children as a volunteer attorney with the Support Center for Child Advocates for nearly 30 years, earning recognition as a Distinguished Advocate and receiving the First Judicial District's Roll of Honor for pro bono service. She currently serves as Special Corporate Counsel on a pro bono basis to DirectWomen, a nonprofit dedicated to increasing the representation of women on corporate boards.

Experience

Ms. Jaffari's practice encompasses the full spectrum of corporate governance, securities law, and ESG advisory work. She guides boards and management teams through governance structure, fiduciary duties, risk oversight, board and committee composition, special committee investigations, conflicts of interest, executive transitions, succession planning, shareholder activism, and governance best practices. Her securities experience includes public offerings, stock-for-stock mergers, private placements, 144A transactions, multi-class recapitalizations, SEC compliance, and NYSE and NASDAQ listing matters. She also has extensive experience in mergers and acquisitions, internal and external investigations, compliance program development, and corporate counseling from startup through maturity. Ms. Jaffari routinely provides training programs for boards, management teams, and employees on governance and securities topics, including insider trading and fair disclosure.
Howard Brod Brownstein

Howard Brod Brownstein

Brod Brownstein, CTP

Howard Brod Brownstein is a nationally recognized turnaround and crisis management professional with over 50 years of distinguished service as an independent board director across public and private companies and large nonprofit organizations. As President of The Brownstein Corporation, he provides turnaround management and advisory services, M&A services, fiduciary services, and litigation consulting, investigations, and valuation services to companies and their stakeholders.

Education & Credentials

Mr. Brownstein holds a J.D. and an M.B.A. from Harvard University, as well as a B.S. from the Wharton School and a B.A. from the College of Arts and Sciences at the University of Pennsylvania. He is a Certified Turnaround Professional (CTP) and is admitted to the bars of Pennsylvania, Massachusetts, and Florida. He has been designated Directorship Certified and a Board Leadership Fellow by the National Association of Corporate Directors (NACD). He also served in the U.S. Air Force Reserve, attaining the rank of First Lieutenant in the Medical Service Corps.

Recognition & Leadership

Mr. Brownstein received the Turnaround Management Association's "Outstanding Individual Contribution" award in 2007. He has been designated a Sarbanes-Oxley Qualified Financial Expert (QFE) and has chaired boards as well as Audit, Nominating/Governance, and Strategic Planning/Risk Assessment committees for public companies, private companies, and major nonprofit institutions. He has published over 140 articles, books, and chapters and serves as a coordinating editor to the ABI Journal and chairs the editorial advisory board of ABFJournal.

Professional Involvement

Mr. Brownstein has served on the boards of several prominent professional organizations, including the Turnaround Management Association (TMA), the Commercial Finance Association (now Secured Finance Network), and the American Bankruptcy Institute (ABI). He is a regular guest lecturer at Harvard Business School, Wharton, NYU, Villanova, and Northeastern, and serves as a regular faculty member at national programs of the NACD.

Experience

Mr. Brownstein's extensive board portfolio spans diverse industries and governance roles. He 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 with more than 10,000 employees and an annual budget exceeding $600 million. He also serves as Board Chair of Community Council Health Systems, a provider of behavioral health and special education services to the Philadelphia community. His prior board service includes P&F Industries (NasdaqGM: PFIN), PICO Holdings (Nasdaq: PICO), A.M. Castle & Co., Renew Financial, Special Metals Corporation, Magnatrax Corporation, Betsey Johnson LLC, and the National Philanthropic Trust, among others. Previously, he served as Managing Director of Enprotech Corp., a subsidiary of ITOCHU, and held senior executive roles including CEO and COO of The Stone Group, a multinational manufacturer with operations across the United States, Spain, and England.
Katayun Jaffari

Katayun Jaffari

Cozen O’Connor

Katayun “Kathy” Jaffari is a recognized leader in corporate governance and securities law, serving as Chair of the Corporate Governance practice, Co-Chair of the Capital Markets & Securities practice, and Chair of the ESG practice at Cozen O’Connor. With more than 30 years of experience representing public and private companies, she devotes her practice to advising boards of directors and executive management teams on governance matters and handling complex securities transactions across industries including life sciences, energy, technology, and fintech, with deals reaching the multibillion-dollar range.

Education & Credentials

Ms. Jaffari earned her J.D. from George Washington University Law School, her M.B.A. with honors from Temple University, and her B.B.A. summa cum laude from Temple University. She is admitted to the bars of Pennsylvania, New Jersey, and the District of Columbia. She also served as a law clerk to the Honorable Moody R. Tidwell III of the U.S. Court of Federal Claims.

Recognition & Leadership

Ms. Jaffari has earned numerous accolades throughout her career. She has been named "Best of the Bar" and a "Woman of Distinction" by the Philadelphia Business Journal, a Pennsylvania "Super Lawyer" for securities and corporate finance, and one of Philadelphia's "40 Under 40." She received the "Star Influencer" award from SmartCEO's Centers of Influence Awards and was named to SmartCEO's Legal Elite as a go-to attorney for business legal advice. The Philadelphia Bar Association's Business Law Section honored her with the Dennis H. Replansky Memorial Award in recognition of her legal talent, mentoring reputation, civic contributions, and professional integrity, as well as the Committee of the Year and Chair of the Year Awards. She was also selected for the Philadelphia Business Journal's Diversity in Business Award in 2025, named Ally of the Year by the Philadelphia LGBTQ Bar Association, and recognized on City & State Pennsylvania's inaugural Impact 50 list. She is the recipient of the Adjunct Teaching Award for Excellence in the Classroom from Temple University's Fox School of Business.

Professional Involvement

Ms. Jaffari served as the 98th Chancellor of the Philadelphia Bar Association in 2025, the oldest bar association in the United States, having previously served as Chancellor-Elect, Vice Chancellor, and Chair of the Board of Governors. She chairs the Corporate Governance Committee of the American Bar Association's Business Law Section and serves as Vice Chair of the Advisory Board of the Raj & Kamla Gupta Governance Institute at Drexel University. She is a prolific speaker and writer, having co-edited the book ESG in the Boardroom, A Guidebook for Directors, published through the American Bar Association. Ms. Jaffari serves as an adjunct professor at Temple University's Fox School of Business and Drexel University's LeBow College of Business. Deeply committed to public service, she has represented abused and neglected children as a volunteer attorney with the Support Center for Child Advocates for nearly 30 years, earning recognition as a Distinguished Advocate and receiving the First Judicial District's Roll of Honor for pro bono service. She currently serves as Special Corporate Counsel on a pro bono basis to DirectWomen, a nonprofit dedicated to increasing the representation of women on corporate boards.

Experience

Ms. Jaffari's practice encompasses the full spectrum of corporate governance, securities law, and ESG advisory work. She guides boards and management teams through governance structure, fiduciary duties, risk oversight, board and committee composition, special committee investigations, conflicts of interest, executive transitions, succession planning, shareholder activism, and governance best practices. Her securities experience includes public offerings, stock-for-stock mergers, private placements, 144A transactions, multi-class recapitalizations, SEC compliance, and NYSE and NASDAQ listing matters. She also has extensive experience in mergers and acquisitions, internal and external investigations, compliance program development, and corporate counseling from startup through maturity. Ms. Jaffari routinely provides training programs for boards, management teams, and employees on governance and securities topics, including insider trading and fair disclosure.

Credits by state

AK1.0
AL1.0
AR1.0
AZ1.0
CA1.0
CO1.0
CT1.0
DC2.0
DE1.0
FL1.5
GA1.0
HI1.0
IA1.0
ID1.0
IL1.0
IN1.0
KS1.0
KY1.0
LA1.0
MA2.0
MD2.0
ME1.0
MI2.0
MN1.0
MO1.2
MS1.0
MT1.0
NC1.0
ND1.0
NE1.0
NH60.0
NJ1.2
NM1.0
NV1.0
NY1.0
OH1.0
OK1.0
OR1.0
PA1.0
RI1.0
SC1.0
SD2.0
TN1.0
TX1.0
UT1.0
VA1.0
VT1.0
WA1.0
WI2.0
WV1.2
WY1.0

Upcoming Live Online CLE Broadcasts

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70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

10,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Approved
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Approved
Iowa
Pending
Kansas
Approved
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Approved
Mississippi
Pending
Missouri
Approved
Montana
Approved
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Approved
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Approved
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Approved
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Approved
Wisconsin
Approved
Wyoming
Approved

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs