Hansell LLP is a boutique law firm that provides expert, independent legal and governance counsel to businesses, their directors, shareholders and other stakeholders. From navigating critical situations to designing effective governance strategies, we have experience in all aspects of corporate governance.
Governance is not simply an adjunct to other practices at Hansell LLP; it is our main focus. Our approach emphasizes effectiveness over process. We ensure that directors are able to anticipate the views and reactions of the corporation’s stakeholders. We keep a careful eye on issues that may raise liability or reputational issues for directors and work with the directors, management, regulators and others to manage these risks.
Board of Directors: We act as counsel to boards on oversight issues, conflicts of interest, shareholder engagement and activism, board investigations and a range of other matters. We emphasize context and practicality.
Directors: Effective corporate governance practices provide the resources and create the environment necessary for directors to exercise their business judgment. We advise and coach both new and seasoned directors.
Board Committees: 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. We work closely with committee chairs, with members of management who interface with the committee, and with other committee advisors.
Audit Committee: 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 and risk oversight. We work with the audit committee and its chair, as well as with the chief financial officer, internal auditor and external auditor on reporting and disclosure issues. We also represent audit committees in their dealings with regulators.
Compensation Committee: 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 appropriate and effective disclosure engagement with shareholders.
Special Committees: 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 establishment of the committee, its responsibilities and authority, the discharge of its mandate, and the disclosure, documentation and diligence associated.
Individual Directors: Board work isn’t easy. A complex business environment, board room dynamics, and constantly evolving governance practices and regulation present constant challenges. Add to that the potential for personal liability or reputation damage, and myriad questions arise in the minds of directors. It is increasingly common for the independent directors (or individual directors) to seek advice from their own counsel. We are retained as an ongoing resource to directors or to advise on specific situations as they arise.
Management: 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 mindful of current market expectations. We advise on the relationship between management and the board, including communication with the board. We also advise on the relationship between management and the corporation’s shareholders and other stakeholders, including matters of disclosure and compliance.
Shareholders: 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 reach out to the organizations in which they invest. We advise shareholders on the issues of greatest concern to them and on how to communicate those concerns effectively. We also advise shareholders on how to structure their relationships with the organization in which they invest.
Creditors: Lenders and other creditors focus increasingly on corporate governance. We advise creditors in connection with their risk analysis and as part of the structuring and monitoring of a credit relationship.
Regulators: 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, their officers and directors.
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