Davies

Carol Hansell

Carol Hansell is a senior partner in the Capital Markets, 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, conflict of interest questions, board investigations and special committee work and on their governance practices generally. She has acted as an independent advisor to several board Chairs and has participated 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. She also advises extensively on continuous disclosure practices and on specific disclosure issues. Carol has worked closely with several clients on submissions to government and governmental agencies aimed at legislative amendment.

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 is currently leading the firm's thought leadership piece on the shareholder voting process 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 has worked closely with securities regulators and with the TSX. She is currently a member of the TSX Listing Advisory Committee and is the past Chair of the Securities Advisory Committee ("SAC"), which provides advice and assistance to the Ontario Securities Commission. She has also been retained by the Ontario Securities Commission on a number of occasions. 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

  • Acted as counsel for the Council of Governors of the Canadian Public Accountability Board with respect to its certification process.

  • Acted as counsel to the Chairman and the Enforcement Branch of the Ontario Securities Commission in connection with enforcement proceedings arising from stock option backdating by Research in Motion. This gave rise to the most severe sanctions ever levied in an enforcement proceedings of this nature in Canada.

  • Acted for the Special Option Committee of Fronteer Development Group Inc. in connection with a review of the corporation's stock option practices.

  • Acted for the independent investigator into matters related to the RCMP pension and insurance fund and worked closely with a large forensics team to produce the investigative report.

  • Acted for the Province of Ontario with respect to providing corporate securities and corporate governance advice on its strategic alternatives for Teranet Inc., the Province's electronic land registry system, and advised the Province in connection with the execution of Teranet's $700 million private placement offering.

  • Acted for the Special Committee of Minacs Worldwide Inc. in discussions relating to strategic alternatives and advised the Board on the ultimate sale of the company.

  • Acted for 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 for Irving Tissue Corporation in regard to its acquisition of tissue manufacturing facility in Weston, Ontario from Procter & Gamble Inc.

  • Acted for Alberta Investment Management Corporation ("AIMCo") in its governance discussions with Viterra Inc., an issuer in which AIMCo has a significant investment.

  • Acted for Trimel BioPharma Holdings Inc. in its going public transaction on the Toronto Stock Exchange, valued at approximately $200 million, by way of amalgamation and share exchange under the TSX Venture Exchange Capital Pool Company program and a prospectus filed with the Ontario Securities Commission, together with a concurrent private placement of US$30.36 million of units.

  • Acted as counsel for the Canadian Coalition for Good Governance in connection with its say-on-pay and shareholder engagement policies.

  • Acted as independent counsel to the Human Resources and Compensation Committee of Arbor Memorial Services Inc.

  • Acted as counsel for Diversified Energy on the annual meeting of Homeland Energy Group Ltd.

  • Acted as counsel for Magna International on governance issues following the elimination of the dual class voting structure.

  • Acted as counsel for the Competition Bureau on corporate governance issues relating to Interac.

  • Acted for Codexis, Inc. in connection with its equity investment in CO2 Solution Inc. and their collaboration in enzymatic carbon capture technology.

  • Acted as counsel to the Board of Directors of the Toronto Port Authority.

  • Acted as counsel for Eugene Melnyk, the founder of Biovail and the owner of the Ottawa Senators, in lengthy enforcement proceedings before the Ontario Securities Commission, as well as in parallel proceedings in New York involving the Securities and Exchange Commission.

  • Acted for InnVest Real Estate Investment Trust in its successful efforts to defend an attempt by Royal Host Real Estate Investment Trust to remove InnVest's independent trustees from the board and replace them with Royal Host nominees.

  • Acted for Minacs Worldwide Inc. in its auction process and the resulting negotiated all-cash takeover bid for Minacs by Transworks Information Systems Ltd. in a transaction valued at $196 million.

  • Acted for two different family-owned multinational corporations on succession planning, governance and corporate restructuring in connection with the transition of management, ownership and control from one generation to the next.

  • Acted for a subsidiary of Magna in defending an oppression application brought against it before the Superior Court of Justice and the Divisional Court.

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PUBLICATIONS

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Recognition

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  • Recognized by WXN in the 2011 Canada's Most Powerful Women: Top 100 in the category of Corporate Directors.
  • Named Toronto Corporate Governance Lawyer of the Year 2012 by The Best Lawyers in Canada.
  • Recognized by IFLR 1000: The Guide to the World's Leading Financial Law Firms as a leading lawyer in Mergers & Acquisitions.
  • Recognized in Expert Guides' The Best of the Best in the area of Corporate Governance and Expert Guides' Guide to the World's Leading Women in Business.
  • Listed in The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada.
  • One of 80 board-level and senior executives recognized by Women of Influence for their contributions.
  • Recognized as a leading practitioner in the areas of Corporate Governance and Mergers & Acquisitions by Who's Who Legal: The International Who's Who of Corporate Governance Lawyers and Who's Who Legal: Canada.
  • Recognized by The Canadian Legal Lexpert® Directory in the areas of Mergers & Acquisitions and Corporate and Commercial Law.
  • Recognized by The Best Lawyers in Canada in the areas of Corporate Governance and Corporate Law.
  • Recognized in the PLC Which lawyer? 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.

Professional Affiliations

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American Bar Association

Canadian Investor Relations Institute

National Association of Corporate Directors

Board Memberships

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  • Member, Board of Governors, International Corporate Governance Network
  • Member, ABA Business Law Section Council
  • Immediate Past Chair, Corporate Governance Committee, American Bar Association
  • Board of Directors, Global Risk Institute in Financial Services
  • Board of Directors, Bank of Canada
  • Board of Directors, Toronto Symphony Orchestra  
  • Chair, Governance Leadership Council, Ontario Hospital Association
  • Special Canadian Advisor to the Committee on Corporate Laws, ABA Business Law Section
  • Advisory Board Member, Centre for the Legal Profession
  • Member, Directors Advisory Group of the Canadian Institute of Chartered Accountants
  • Past Chair, Canadian Foundation for Governance Research
  • Past Member, Board of Directors, Toronto East General Hospital
  • Past Member, Listings Advisory Committee, Toronto Stock Exchange
  • Past Board Member, Public Sector Pension Investment Board
  • Past Board Member and Vice Chair, Institute of Corporate Directors
  • Past Board Member, Royal Group Technologies Limited
  • Past Board Member, Canadian Centre for Ethics and Corporate Policy

Community Involvement

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  • Chair, Governance Leadership Council, Ontario Hospital Association
  • Advisory Council Member, Literary Review of Canada
  • Member, Toronto Club

Teaching Engagements

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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

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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.

Articles and Publications

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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 the best-selling 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.

Carol Hansell
Carol Hansell
Partner
Office:
Toronto
Tel:
416.863.5592
Email:
chansell@dwpv.com
Bar Admissions:

New York, 2009

Ontario, 1988

Education:

Osgoode Hall Law School, LL.B., 1986

York University, M.B.A., 1986

University of Toronto, M.A., (International Relations), 1982

University of Western Ontario, B.A. (Honours) (History), 1981