FacultyFaculty/Author Profile
Carol Hansell

Carol Hansell

Davies Ward Phillips & Vineberg LLP

Toronto, ON, CAN

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.

Professional Affiliations

American Bar Association
Canadian Investor Relations Institute


Named among Top 25 Women of Influence, 2012
Awarded the Queen Elizabeth II Diamond Jubilee Medal

Bar Admissions

New York, 2009
Ontario, 1988


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


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