Hansell LLP and Hansell McLaughlin Advisory advise boards, investors, shareholders and management teams in crisis and other special situations, and in respect of their governance practices generally. We advise public and private companies, Crown corporations and other government-owned enterprises, and not-for-profits. We also strive to be thought leaders in key areas of governance that are of interest to directors and managers.
Our expertise is on both the legal and the governance side. We are lawyers grounded in corporate and securities law, who have extensive experience in corporate transactions and challenges of all kinds, acting for the full range of stakeholders.
However, we go beyond advising our clients on what is required or permitted by law. We are experts on practices followed by a wide range of organizations and on existing and emerging expectations of investors and regulators. We have worked with many boards, management teams and investors to help meet their business objectives and deal with the legal, organizational and strategic challenges along the way. We are alert to issues of personal liability and to potential exposure of any process to legal and regulatory scrutiny. We equip our clients with the most effective legal and governance tools to promote and protect their interests.
Unlike non-lawyer independent consultants, we offer legal advice in relation to governance practices. Our legal advice, as well as our communications with boards and members of senior management in connection with giving this advice, have the added potential protection given to privileged solicitor and client communications.
Special Situations
When the unexpected occurs, experience is essential. Our integration of legal, governance, government relations, and communications expertise affords our clients a thoughtful and effective response no matter how special the situation. We provide securities and corporate law advice, but we go beyond that. We guide the directors in the discharge of their fiduciary duty.
We have been retained by special committees in connection with a wide range of matters, including proxy contests, board investigations, and related party transactions. We have acted for special committees and audit committees in response to whistleblower allegations, public relations matters related to internal control failures, employee misconduct, and financial reporting.
We have also provided ongoing and timely advice throughout periods of challenge and uncertainty periods, including contested shareholder meetings, internal, external, and regulatory investigations, M&A actions, CEO departures, and emergent conflict of interest scenarios. The combination of our legal expertise and communications strategy experience has afforded our clients a robust array of solutions during each of these situations and more.
Governance Design
We are regularly retained by boards of various corporations, including reporting issuers, Crown corporations, and not-for-profits, to assess their governance practices and to make recommendations. In some cases, the organizations are newly created and need approaches to governance that are appropriate to their respective mandates. In others, we work to revitalize a organization’s governance and realign it with changing demands. The impetus for these consultations are as varied as the organizations themselves. Sometimes the cause is a legal or regulatory issues in which governance is key concern. At others, an organization may be seeking to update and streamline governance practices that no longer respond to its needs or those of its stakeholders.
We have also been retained by boards of leading organizations to assess their governance practices and to make recommendations. In some cases, there is a specific problem the board needs to address. In others, the board retains us as part of its ongoing consideration of its effectiveness. We have advised several financial institutions in connection with OSFI’s Corporate Governance Guidelines. The approach we take to these assessments varies, but we typically start by evaluating the organization’s legal and governance context and its current governance practices. We often interview the directors and members of senior management to hear their candid views and to discuss with them our impressions and the recommendations we are considering.
Opinions & Reports
We provide expert evidence in connection with litigation. Our extensive expertise in governance practices over the past 25 years, supported by robust in-house data sets and skilled researchers, allows us to offer expert views on the manner in which boards and management teams have made decisions in a variety of circumstances. We consult with litigation counsel on strategy, prepare expert reports, and testify with respect to those reports. Our expertise draws on our experience as corporate lawyers and governance advisors to corporations across a variety of sectors, as well as our experience as directors serving on corporate boards.
Our clients often require formal opinions on some aspect of their governance. In some cases, the legislation governing the corporation may need to be applied in the context of particular facts. In others, the corporation or its board may need guidance on various aspects of their responsibility. We have also been retained by stakeholders to provide an expert opinion on an organization’s governance practices, to conduct a comprehensive governance review of a Canadian regulator and to report back to the board, and to annually provide an opinion on the governance practices of a public company per a remediation order issued by a branch of the US government.
We also conduct and report on governance reviews required by regulatory bodies. In some cases we are asked to advise on whether the organization’s practices align with regulatory requirements. In other cases, we are asked to recommend changes to governance practices that have failed to prevent or detect breaches of legal or regulatory requirements.
Board Effectiveness
We are frequently asked to serve as outside consultants in connection with board evaluations and other independent consultations intended to assess and improve board effectiveness.
When conducting board evaluations, we offer expertise, independence, and the ability to protect the sensitive information that surfaces through this process. Having worked closely with boards for more than 25 years and having served on boards ourselves, our team understands the issues of concern for directors. As lawyers, we are able to protect our clients’ confidential information and provide legal advice in connection with the challenges faced by corporate boards.
No one approach to board evaluations is appropriate for all boards in all circumstances. We conduct both broad-based board effectiveness evaluations as well as deep dives on specific issues relevant to the case at hand. In alternate years, we often recommend short-form evaluations. When conducting an evaluation, we work with boards to carefully select the appropriate evaluation tools. Our practical experience and deep expertise in governance equips us to work with our clients to understand the issues raised in the course of an evaluation and develop actionable suggestions to improve a board’s effectiveness.
As well, we are frequently asked to speak at board and management meetings about corporate governance practices and trends and about the organization’s own governance practices. We are also asked to advise on difficult dynamics, director development as well as board cohesiveness and independence. This coaching function is a natural extension of our legal expertise and our extensive experience advising boards and management teams on their governance practices and problems.
Public Affairs Advisory
We possess a deep knowledge of government policy making which allows our clients to benefit from advise on a wide range of public affairs issues. Our team’s experience includes marshaling political support to achieve successful vote outcomes, influencing public and policymaker opinions on key issues, and overseeing public issues campaigns with diverse and competing stakeholders. Using this background, and in tandem with our legal expertise, we have provided political, strategic and public communications advice to enterprises seeking specific, material policy changes.
We also address the issues management and communications aspects of policy issues for enterprises facing internal or external threats.
We advocate on behalf of our clients before senior government decision makers on significant policy initiatives, major public sector spending decisions, and sensitive transactions with broad market impact.
We also advocate for our clients to securities regulatory authorities, stock exchanges and OSFI. We have submitted arguments in connection with matters that are significant to our clients.