Carol Hansell is a senior partner practising corporate and securities law.  She has acted for both private and public corporations and for governments on a variety of matters, including acquisitions, financings and reorganizations.  She is recognized as a leading practitioner by Law Business Research's International Who's Who of Corporate Governance Lawyers, by the Canadian Legal LEXPERT Directory in the areas of mergers and acquisitions, and corporate and commercial law and by Best Lawyers in the areas of corporate governance and corporate law.

Carol is an internationally recognized expert in corporate governance.  The International Who's Who of Corporate Governance Lawyers refers to her as "The top lawyer in Canada for this work".  She 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 advisor to several board Chairs.  She also participates regularly 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.  Her clients have included the Bank of Montreal, Biovail, Canada Post, Celestica, Minacs, Tarion and Toronto Port Authority.  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.  In 2007, in her capacity as counsel for the Independant Investigator into matters related to the RCMP pension and insurance fund, she worked closely with a large forensics team to produce the final report.  She also acted as counsel to the Task Force on Governance and Cultural change in the RCMP.

Carol serves on the board of directors of the Bank of Canada (Canada’s central bank) and on the board of directors of Toronto East General Hospital.  She is a member of the Advisory Board of the Literary Review, the Governance Leadership Council of the Ontario Hospital Association and the Canada-Russia Corporate Governance Advisory Council established by the Schulich School of Business.

Carol is a past director of Royal Group Technologies Limited (a Canadian manufacturer, with shares listed on the NYSE and the TSX).  She joined Royal Group as one of five new directors recruited to help the company recover from various legal and regulatory challenges.  With a new management team in place, the Royal Group board oversaw the development of a new strategic direction and the ultimate sale of the company.  Carol is also a past member of the board of the Public Sector Pension Investment Board (a Crown corporation that invests cash flows from the pension plans of the federal public service, Canadian Forces and R.C.M.P.) and of the Centre for Ethics and Corporate Policy in Canada.  She served as a director and Vice Chair of the Institute of Corporate Directors and is a member of the faculty of the National Association of Corporate Directors, a Washington-based organization focusing on board leadership issues.

Carol is active with the American Bar Association.  She is the incoming Chair of the Corporate Governance Committee and Co-Chair of the Sub-Committee on International Developments.  She also serves as Special Canadian Advisor to the Committee on Corporate Laws.   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 regulations in Canada.  She is a member 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.  In 2005, Carol received an Outstanding Public Contribution Recognition Award from the Schulich School of Business.

Carol has written and published a number of papers, articles and commentaries on this topic and has also spoken widely in the area.  Carol 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.  She 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.  In 2002, Carol was appointed as an Adjunct Professor of Osgoode Hall Law School.  Carol has taught courses on corporate and securities law, financial statements, transactions and negotiation skills and 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.

Carol received a B.A. in History from the University of Western Ontario in 1981, an M.A. in International Relations from the University of Toronto in 1982 as well as an LL.B. from Osgoode Hall Law School and an M.B.A. from the Schulich School of Business at York University in 1986.  Carol is a member of the Toronto Club.

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