Hansell Advisory Group
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    • Hansell LLP - Home page

    • Hansell llp was formed in 2013 in response to a demand for expert, independent legal counsel in all areas of corporate governance.  Carol Hansell, the firm’s founder, has an internationally...

    • Hansell llp provides expert, independent legal and governance counsel to public and private entities, government-owned enterprises and not-for-profit organizations on a wide range...

    • Our experts are regularly called upon for media interviews, speeches and white papers relating to all aspects of governance, transactions and proxy contests.

    • OFFICE ADDRESS161 Bay Street, P.O. Box 225Suite 2800Toronto, Ontario M5J 2S1t. 416 649 8500CLIENT INQUIRIES - HANSELL LLPCarol Hansellt. 416 649 8486e. chansell@hanselladvisory.comCLIENT...

    • Hansell llp provides expert, independent legal and governance counsel to businesses, their directors, shareholders and other stakeholders. From navigating critical situations to...

    • Hansell llp is a boutique law firm with focused expertise in corporate governance. Governance is not simply an adjunct to other practices at Hansell llp; clients...

    • Effective corporate governance practices are enabling and empowering for directors.  They shouldn’t be in the way. Effective governance practices provide the resources and create the environment necessary...

    • We act as counsel to boards of directors on matters relating to oversight issues, conflicts of interest, shareholder engagement and activism, board investigations and a range of other matters. We emphasize...

    • Much of the heavy lifting of a board of directors is done in committee. We provide advice on the composition, mandate and work plan of board committees, and work with them as they discharge their responsibilities....

    • The audit committee has a complex mandate. Its work is grounded in financial reporting, but in many cases the audit committee is charged with responsibility for other matters, such as related party transactions...

    • The compensation committee is under the microscope of both shareholders and the public. We work with the committee to ensure that it is well equipped to make effective business decisions, and advise on...

    • The nominating and corporate governance committee has important ongoing responsibilities, including maintaining the right balance of skills and talents on the board, providing directors with effective...

    • Board work isn’t easy. A complex business environment, boardroom dynamics, and constantly evolving governance practices and regulation present constant challenges. Add to that the potential for personal...

    • Special committees are often established to take on board responsibilities with respect to litigation, transactions or other events that are out of the ordinary course of the business. We advise on the...

    • Management is an integral partner in the organization’s governance practices. We work with management teams in developing an approach to governance that aligns with the needs of the corporation and is...

    • Whether one uses the term “engaged”, “activist” or “proactive” to describe shareholders who wish to express their views on the corporation’s governance strategy, shareholders today regularly...

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    • We advise government and regulators on a wide variety of public policy and legislative matters. We also have experience in advising regulators in their review or investigation of particular corporations,...

    • CEOs understand the importance of appropriate governance. They also appreciate the damage done to the business when governance practices don’t match the needs of the organization. We advise CEOs on legal...

    • Much of the responsibility for a corporation’s governance processes rests with the CFO. Reporting systems, controls and financial reports are of central concern to the corporation’s stakeholders. We...

    • An organization’s general counsel is very often the executive responsible for the corporation’s governance practices. With a deep knowledge of the organization’s culture and its existing governance...

    • The corporate secretary is an important point of connection between management and the board. We support corporate secretaries in the development and implementation of key governance practices and in evaluating...

    • The executive responsible for a corporation’s compliance is central to the effective functioning and oversight of the corporation’s governance practices and its controls. We advise compliance officers...

    • November 18, 2016 - TorontoOntario Securities CommissionRoundtable on...

    • Introduction  This privacy policy (the "Privacy Policy") explains how we collect, use and disclose personal information in Canada. Broadly speaking, "personal information" includes any information about...

    • The purpose of this website is to provide general information about the law firm of Hansell LLP, as well as articles, information and other materials.  It is made available to you subject to your compliance...

    • 1. Know Your Client Rules The governing bodies of the legal profession in Ontario and Quebec have imposed certain rules relating to the opening of new matters for clients and the operations of law firm...

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    • The investor relations function is critical to effective engagement with shareholders and communications with the broader market. We support the IR professionals in meeting disclosure obligations and developing...

    • "You get yourself into this cycle where the board is supposed to be responsive and they want to be," says Carol Hansell, senior partner at Davies and a board member of the International Corporate Governance...

    • "What it effectively does is give shareholders the right to decide whether a shareholder rights plan should stay in place rather than having the regulators do it," said Carol Hansell, a senior partner...

    • "The CSA proposal will take Canadian securities regulators out of the role of arbiters of decisions that really should be left with shareholders," says Carol Hansell, a senior partner at Davies Ward Phillips...

    • But Canadian governance advocate Carol Hansell, whose law firm is working for Jana in the takeover deal, said she sympathizes with the need to offer incentives to get good nominees because it can be difficult...

    • Still, Carol Hansell of Davies Ward Phillips & Vineberg LLP's Toronto office, says that regulators should exercise caution before they act.. . ."Institutional investors will maintain that they don't...

    • The Excellence in Governance Awards jury panel includes the following governance thought leaders: Gigi Dawe, Risk Oversight and Governance, and National Practice Area Leader,  Governance, Strategy and...

    • The Excellence in Governance Awards jury panel includes the following governance thought leaders: Gigi Dawe, Risk Oversight and Governance, and National Practice Area Leader,  Governance, Strategy and...

    • The Institute of Corporate Directors  (ICD) is pleased to announce the recipients of the 2013 ICD Fellowship  Awards: Denis Desautels, OC, FCA (Ottawa), Carol Hansell (Toronto),  Harold MacKay, OC,...

    • Lawyer Carol Hansell said situations such as Continental's illustrate the new reality for boards. She said while many in proxy fights raise governance concerns, these battles are usually driven by...

    • Three lawyers were also honoured as among the 25 most influential women in Canada: Anne Stewart of Blake, Cassels & Graydon; Marlys Edwardh of Sack Goldblatt Mitchell; and Carol Hansell of Davies Ward...

    • "The statutes never contemplated anything like this happening," said Carol Hansell, a senior law partner at Davies Ward Phillips & Vineberg in Toronto, who has been looking into the issue for six years....

    • Carol Hansell, Davies Ward Phillips & Vineberg LLP senior partner and noted governance expert, said it is hard to quantify the level of influence proxy advisory firms yield on institutional investors.....

    • Toronto securities lawyer Carol Hansell, who specializes in board governance issues, said such issues have been facing boards for years, but the problems have finally reached a "critical mass" where regulators...

    • Carol Hansell, a lawyer at Davies Ward Philips & Vineberg and a director at the Bank of Canada, says "there are a lot of terrific companies that we are pleased to have in our space in Canada and others...

    • Other board members include former Maritime Life chief executive William Black; Alister Campbell, former president and CEO of Zurich Canada; Eli Dadouch, founder and chief executive of mortgage and lending...

    • Carol Hansell, the Davies partner who wrote the paper, said the real surprise from the paper is that "no progress" is being made on the issue of women directors. "People continue to talk about the fact...

    • So said the noted 2010 report, "The Quality of the Shareholder Vote in Canada," from partner Carol Hansell and a team at Davies Ward Phillips & Vineberg. "Together with our clients," it began, "we have...

    • That’s one of the key conclusions to emerge from a major understudy undertaken by Davies Ward Phillips & Vineberg, a leading firm. The conclusion is based on an analysis of the largest 360 companies...

    • "Global challenges present an excellent opportunity to rethink some of  the accepted practices that may be preventing boards from moving to the  next level of effectiveness," said Carol Hansell, a senior...

    • Gregory: Carol Hansell, the chair of the ABA's Corporate Governance Committee, asked me to come up with a project. I was at the time, and continue to be, very concerned about how boards function in...

    • He pointed to a major report by Carol Hansell into the system in Canada that he said provided a more detailed and balanced examination of the industry.

    • So much so that a team of lawyers from Davies Ward Phillips & Vineberg LLP spent 16 months researching their now-landmark discussion paper titled The Quality of the Shareholder Vote in Canada.  In our...

    • "The changes have been completely fundamental," says Carol Hansell, corporate finance and securities partner at Davies Ward Phillips & Vineberg LLP, who was recently appointed to the board of the International...

    • If your work involves corporate governance matters, you're probably acquainted with the name Carol Hansell.Hansell's work has attracted international notice. She's just been named to the Board...

    • "Boards typically feel they don't spend enough time on strategy, while management feels they spend too much," Groves says. What's actually happening is a lack of communication: management needs...

    • Toronto lawyer Carol Hansell, a governance expert who also serves as a corporate director, says it is critical that boards get the facts straight and handle situations discreetly in the early stages. ....

    • The highly regarded Canadian lawyer and governance specialist, Carol Hansell, readily admits that a lot of worthy corporate responsibility issues have been "talked to death".. . .But when Ms Hansell visited...

    • Carol Hansell, a senior partner at Davies Ward Phillips & Vineberg and one of the authors of the report, says that vote counting might not be as sexy as the first two issues under review, but that without...

    • "The fact that there has been problems with shareholder voting is evident to us constantly through our practice," says Carol Hansell, a corporate governance expert and a partner at Davies Ward Phillips...

    • Last year, a group of lawyers from Toronto firm Davies Ward Phillips & Vineberg LLP decided to independently write a report on ways to repair the proxy voting system, arguing they and their clients were...

    • Davies lawyer Carol Hansell said she hopes reforms to the mechanics of voting are not overshadowed by other issues, because the fixes are "very, very necessary," adding: "What difference does it make if...

    • More proxy fights may also cast an unfavorable light on the Byzantine and often unreliable process that governs how shareholders actually exercise their votes, said Carol Hansell, a partner with Davies...

    • Maybe change is coming. Carol Hansell, a lawyer with Davies Ward Phillips & Vineberg LLP, recently produced a 200-page discussion paper, The Quality of the Shareholder Vote in Canada, that focuses on both...

    • Toronto securities lawyer Carol Hansell, who recently completed a sweeping 229-page report analyzing concerns about the proxy voting system in Canada, says she isn't sure regulation can fix the things...

    • The system is broken, said Davies Ward Phillips & Vineberg lawyer Carol Hansell, in a recent report on shareholder voting. "There are a lot of problems that aren't connected to the regulatory system....

    • These issues are highlighted in a discussion paper titled The Quality of the Shareholder Vote in Canada, just released by the law firm Davies Ward Phillips & Vineberg LLP.   Carol Hansell, the paper's...

    • Davies Ward Phillips & Vineberg LLP is releasing a massive report that lead author Carol Hansell, one of Canada's pre-eminent lawyers on matters relating to corporate elections, hopes will kick start...

    • Carol Hansell, one of Canada’s more prominent corporate governance advisers, is leaving her long-time Bay Street law firm to found a new legal boutique specializing in boardroom issues.. . .The move...

    • TORONTO, October 1, 2013 – Hansell LLP announced the opening of its office in Toronto today. Hansell LLP is a boutique law firm providing independent governance counsel.“Boards, shareholders and management...

    • Carol Hansell is one of Canada’s best known experts in corporate governance. On Oct. 1, she officially leaves her spot as a partner with noted transaction firm Davies Ward Phillips & Vineberg LLP and...

    • Canaccord Genuity Corp. – General Inquiries   416-869-7368Catherine Williams Fine Art Consultants Inc. – Catherine WilliamsCIBC Commercial Banking...

    • Nearly all large public companies currently rely on a comparative peer benchmarking approach to design their executive compensation packages. We believe that such an approach is based on a flawed assumption...

    • Companies, pension funds call for changes to tangled, unreliable system that often results in vote accuracy issuesAfter a year of high-profile corporate proxy battles, securities regulators are taking...

    • The Canadian Securities Administrators’ consultation paper on the messy proxy voting arena (Consultation Paper 54-401: Review of the Proxy Voting Infrastructure), which last summer kicked off an extended...

    • Shareholder Activism has put down roots in Canada. In fact, Eric Rosenfeld of New York’s Crescendo Partners has referred to this country as an activist investor’s paradise. From him, that’s a compliment.....

    • Congratulations to all the award recipients and finalists...

    • When it comes to related-party transactions, are the roles of in-house counsel, audit committees, and external lawyers always clearly defined?. . .The situation can vary from transaction to transaction...

    • Congratulations to our Founder & Senior Partner, Carol Hansell, for once again being ranked by her peers in the 2014 edition of The Canadian Legal Lexpert Directory. Carol is ranked as: "Most Frequently...

    • It was a sold-out luncheon, packed with Bay Street denizens, all of them having come to hear from the new top boss of Canada’s powerful bank regulator, the Office of the Superintendent of Financial Institutions...

    • Carol Hansell's legal career closely tracks the development of corporate governance law in Canada.. . .Just as she took her first small steps out of law school, Canada was awakening to the inadequacies...

    • Carol Hansell's legal career closely tracks the development of corporate governance law in Canada.. . .Just as she took her first small steps out of law school, Canada was awakening to the inadequacies...

    • Dans la région de Toronto, il y a un grand nombre de juristes d’expression française. Cette semaine, je vous présente Maître Frédéric Duguay.. . .Me Frédéric Duguay est associé chez Hansell...

    • Canada’s shareholder voting system is “antiquated and fragmented,” causing numerous errors in vote counts at companies’ meetings, securities regulators have concluded after a lengthy review of...

    • Target Corp. granted thousands of share units to its executives and board members last month on the day before the company announced plans to close its Canadian stores, pushing the retailer’s share price...

    • Activist investors in Canada are increasingly focusing on detailed operational decisions. Whether this is a positive development depends on whom you ask.. . .“If you Google ‘how to cook pasta,’ the...

    • The three most important contributions an outside advisor can make in the board evaluation process are expertise, independence and the ability to protect the sensitive information that surfaces through...

    • The grip of Bombardier Inc.’s controlling family over the Canadian transportation giant loosened further Thursday as it agreed to sell almost a third of its train business to Quebec’s major pension...

    • February 8, 2017 - Hennick Medal for Career Achievement Click here to view PDF.December 15, 2015...

    • Audrey DeMarsico joins Hansell LLP After more than a decade at Osler, Hoskin & Harcourt, Audrey DeMarsico has joined corporate governance boutique Hansell LLP as a partner in Toronto.. . .DeMarsico’s...

    • Philipp Wassenberg, President and Chief Executive Officer of Munich Reinsurance Company of Canada and Temple Insurance Company is pleased to announce the following appointment.Carol Hansell MBA, LLB, F.ICDDirector...

    • The Ontario government's new business law advisory council will develop changes to limited partnership laws and shareholder rights rules to help attract companies to Ontario and modernize the province's...

    • Osgoode Hall recognizes Carol Hansell's provincial-appointment as Chair of the Business Law Advisory Council.. . .Read full article...

    • March 2, 2016 - The Ontario Government today announced the appointment...

    • February 17, 2016 - Hansell llp announces the launch of Hansell Board Evaluations. This offering builds on Hansell llp's established reputation in the...

    • October 22, 2014 - Hansell llp is now well into its second year and I wanted to share with you some of the developments at the firm.Our first year has been a great success. The premise...

    • October 13, 2015 - We are delighted to announce that Audrey DeMarsico has joined Hansell llp. Prior...

    • January 13, 2015 - We are delighted to announce that Richard Mahoney has joined the firm. Richard has a wealth of experience...

    • June 10, 2015 - We are delighted to announce that William (Bill) Gula has joined Hansell llp. Bill is one...

    • April 22, 2015 - Leading corporate governance lawyers from the US and Canada have founded the American College of Governance Counsel, a professional, educational and honorary association that will include...

    • Hansell McLaughlin Advisory helps clients assess risk, navigate the regulatory environment, identify governance solutions and manage impact on reputation. The first-of-its-kind firm is affiliated with...

    • Ontario has appointed members for a nominating committee that will recommend candidates to serve on the Ontario Retirement Pension Plan Administration Corporation's (ORPP AC) Board of Directors. The...

    • Governance specialist Carol Hansell, principal with the Toronto firm Hansell LLP, has been studying the notion of “cognitive bias,” and how diversity affects boards when it comes to this issue. Cognitive...

    • Hansell McLaughlin Advisory opened its doors this week for business in Toronto. Four partners formed the company, Carol Hansell, head of one of the top corporate governance and crisis management law practices...

    • Carol Hansell, founder and senior partner of law firm Hansell LLP and a governance expert, said she believes close to 100 companies have conducted virtual-only annual meetings in the United States. But...

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    • Knowing your way around reputational and liability pitfalls the key to making it work.Lawyers make excellent directors. They bring an enormous depth of experience to the boardroom. They are accustomed...

    • Hansell LLP and Hansell McLaughlin Advisory today announced four key hires to add increased depth, experience and talent to the firms’ unique offering in the Canadian marketplace. For more information...

    • The Business Law Advisory Council was established by the Government of Ontario earlier this year to review Ontario's corporate and commercial legislation and to provide advice to Government on priorities...

    • TORONTO, February 9, 2017 – Hansell LLP and Hansell McLaughlin Advisory founder and Senior Partner Carol Hansell was awarded the Hennick Medal for...

    • We are delighted to announce that Hansell LLP has been named the 2017 Corporate Governance – Law Firm of the Year – Canada by Finance Monthly.In addition, Carol Hansell has received the Women in...

    • We have recently published an article in the Delaware Journal of Corporate Law. "The American College of Governance Counsel: Charting the Course to an Improved Model of Corporate Governance" is based on...

    • Officials at the Healthcare of Ontario Pension Plan, the large institutional investor behind a $2 billion line of credit extended this week to struggling Home Capital Group Inc., say they were approached...

    • Some big firms are getting bigger to achieve economies of scale and expand their global reach. As competition heats up, boutiques and specialty firms are playing to new strengths.Carol Hansell already...

    • Proposed deal could trigger “the next frontier in governance,” says expertTHE ONTARIO SECURITIES Commission has yet to publicly respond to a shareholder request to halt Cenovus Energy Inc.’s blockbuster...

    • Good governance used to be about fixing companies and boards. Then came the rise of the shareholder. Now the ideal lies more in bringing the two sides together in a quest for long-term value. Part 1 of...

    • The federal government is now well down the road toward amending the Canada Business Corporations Act to enshrine majority voting into law. But the plan has its critics, and they’re still determined...