Carol Hansell is a senior partner in the Corporate Finance & Securities, Corporate Governance and Mergers & Acquisitions practices. She has acted for both private and public corporations and for governments on a variety of matters, including acquisitions, financings and reorganizations.

Carol regularly advises boards and their committees in the context of transactions, board investigations and special committee work and on their governance practices generally. She acts as an independent advisor to several board Chairs. She also participates in board meetings of several significant organizations to provide them with immediate advice with respect to both their process and the substantive issues before the board. She works with investors in structuring their investments and with management teams in all aspects of governance.

Carol’s clients have included many of Canada's largest public companies. She has also worked closely with two large private, family-owned multinational companies to develop ownership and governance strategies as part of their family succession planning. Carol also has extensive experience with investigative work, both for special committees of private sector boards and for government.

Carol has had extensive involvement in the development of public policy in Canada. She served as the Special Advisor to the Task Force on the Independence of the Bar established by the Law Society of Upper Canada, and as a member of staff for The Toronto Stock Exchange's Committee on Corporate Governance in Canada (which produced the Dey Report) and provided advice to the Joint Committee on Corporate Governance (which produced the Saucier Report). She has led three public policy forums to elicit the views of senior members of the business community on the development of governance regulation in Canada.

Carol is the past Chair of the Securities Advisory Committee ("SAC"), which provides advice and assistance to the Ontario Securities Commission. She was a member of the Five Year Review Committee, the Advisory Committee established by the Minister of Finance to review securities laws in Ontario (which produced the Crawford Report). She has also served as a Commissioner on the Blue Ribbon Commission on the role of the board of directors in corporate strategy established by the National Association of Corporate Directors in Washington, D.C.

Representative Work

• Advised the Enforcement Branch of Ontario Securities Commission in connection with its investigation into the stock option backdating by Research in Motion.
• Advised Special Option Committee of Fronteer Development Group Inc. in connection with a review of the corporation's stock option practices.
• Counsel for the independent investigator into matters related to the RCMP pension and insurance fund; working closely with a large forensics team to produce the investigative report.
• Acted for the Government of Ontario in the $700 million IPO of Teranet Inc., the Ontario's electronic land registry system.
• Advised the Special Committee of Minacs Worldwide Inc. in discussions relating to strategic alternatives and advised the Board on the ultimate sale of the company.
• Advised the Ontario Securities Commission on the adoption of rules relating to the governance of mutual funds.
• Advised Biovail Corporation and the board on a highly successful governance renewal project, ultimately becoming regular outside counsel to the company.
• Advised the Board of Directors of Canada Post Corporation throughout the process leading up to the delivery of two reports in response to the Auditor General's Report.
• Acted on the acquisition by Irving Tissue Corporation of the tissue manufacturing facility in Weston, Ontario from Procter & Gamble Inc.

Recognition

• Recognized as a leading practitioner by Law Business Research's International Who's Who of Corporate Governance Lawyers.
• Recognized by the Canadian Legal LEXPERT® Directory in the areas of mergers and acquisitions and corporate and commercial law.
• Recognized by Best Lawyers in the areas of corporate governance and corporate law.  
• Recognized by PLC Which Lawyer? in the Corporate Governance Yearbook.
• Received an Outstanding Public Contribution Recognition Award from the Schulich School of Business.
• Teacher of the Year 2007, Institute of Corporate Directors, Director Education Program.

Articles and Publications

Carol has written and published a number of papers, articles and commentaries on corporate governance and has also spoken widely in the area. She is the author of What Directors Need to Know: Corporate Governance, a resource for corporate directors, and Directors and Officers in Canada: Law and Practice, a loose-leaf service, and is a contributing editor to Corporate Governance, a quarterly journal published by Federated Press.

Teaching Engagements

Carol teaches in the Directors Education Program jointly offered by the Institute of Corporate Directors and the Rotman School of Management. She has been a course director and member of faculty for the National Securities Law LL.M. Program at Osgoode Hall Law School and as an Adjunct Professor of Osgoode Hall Law School. She is a member of the faculty of the National Association of Corporate Directors. She has taught courses on corporate and securities law, financial statements, transactions and negotiation skills.

Speaking Engagements

Carol has chaired and spoken at conferences on a variety of corporate and securities law topics for a number of law schools, business schools and conference organizations. In 2004, she Co-Chaired the Law Society’s Special Lectures: Corporate & Commercial Law.

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