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Empty Voting and the TELUS Experience 2013


Speaker(s): Carol Hansell, J. Alexander Moore, John F. Olson
Recorded on: Jan. 28, 2013
PLI Program #: 46179

Alex Moore is a partner in the Mergers & Acquisitions, Capital Markets, Corporate/Commercial, Mining, Energy and Communications & Media practices. He has been involved in a broad range of transactions, including public company M&A, private equity transactions, proxy contests and contested transactions.

In addition to advising companies and their boards of directors, Alex regularly advises significant shareholders of Canadian public companies on their rights and obligations under Canadian corporate and securities laws. He has experience in advising shareholders on requisitioning shareholder meetings and conducting proxy battles for board control.

Alex joined Davies as a partner in 2005. He was previously a partner with a leading law firm in San Francisco, California.


Publications

Alex is the author of the articles "BCE Inc. (RE): An Unexamined Question Considered", published in the Canadian Business Law Journal, December 2009; "Contested Takeovers Bids" with Davies partner William M. Ainley in the 2009 Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada; and "The Supreme Court's Decision in BCE v. 1976 Debentureholders" in the March 2009 issue of Business Beat, Volume 19, No. 2, published by the Business Law Section of the Ontario Bar Association


Professional Affiliations

Canadian Bar Association
American Bar Association


Bar Admissions

California, 2001 
Ontario, 1998

Education

University of Toronto, LL.B., 1996 
Queen's University, B.Sc. (Honours) (Electrical Engineering), 1993


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


Recognition

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


Bar Admissions

New York, 2009
Ontario, 1988

Education

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


John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has frequently led legal teams conducting internal investigations for boards of directors and board committees.   

Mr. Olson is recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He led the Federal Regulation of Securities and Corporate Governance Committees of the ABA Business Law Section and is a longtime member of and advisor to the Section’s Corporate Laws Committee.  He has been ranked annually as one of the top securities regulation attorneys in the country by Chambers USA, as one of the top lawyers in corporate governance by Who’s Who Legal, and has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions.  In 2013 he was elected to the NACD Directorship Corporate Governance Hall of Fame.  He was the founding Chair of the American College of Governance Counsel.

The author and editor of many books and articles on legal issues, Mr. Olson is a Distinguished Visitor from Practice at Georgetown University Law Center where he teaches organizational governance and securities law courses.