C. Russel Hansen, Jr.

Practice Areas

Corporate

Industry Expertise

Nanotechnology

Mr. Hansen’s law practice spans over 40 years as outside and in-house general counsel representing many companies – from startups to large caps – regarding financings, corporate law, corporate governance, securities law compliance (registration, exemptions, filings and reports), registration, exemptions, filings, period and other reports, strategic partnering, mergers and acquisitions, private equity and venture capital finance, commercial debt and public equity financing, export control, foreign investment in the United States, and other business transactions. Mr. Hansen also serves as independent legal counsel to CEOs, individual directors, boards, and board committees. He is currently a partner at Prince Lobel, and was formerly a partner at the boutique firm of Chu, Ring & Hazel, which joined with Prince Lobel in 2020. He began his legal career at Wilmer Hale (formerly Hale and Dorr), where he remained for 18 years and was a senior partner in the Wilmer Hale Corporate Department. He is a former vice president and general counsel for BGS System Inc., a global enterprise software company and PCD Inc., a global electronics component manufacturer, both of which were listed on NASDAQ.

Mr. Hansen has been engaged in corporate governance for over 20 years. He is principal of the The Board Center, a corporate governance and board performance consultancy that provides strategic advice, board self-evaluation facilitation, board operations improvement consulting, continuing director education and other board consulting services. In addition, he is a co-founder of Board Leaders, LLC, a business organization of directors. He previously served as president of the National Association of Corporate Directors in Washington, D.C., and was the founder of The Governance Institute and Van Rensselaer Press in Massachusetts.

  • Harvard College
  • Harvard Law School, J.D.
  • Commonwealth of Massachusetts
  • Boston Bar Association
  • American Bar Association

Quoted

  • NSA Revelations Elevate Board Involvement – AGENDA WEEK 7/1/2013 – quoted in this article by Tony Chapelle
  • Goldman’s Board Changes: Good Governance or Good PR?
 3/28/2012, CNBC.com -quoted in this article by Mary Thompson.
  • An Australian Judge Holds a Whole Board Liable – AGENDA WEEK 11/21/2011 – quoted in this article by Tony Chapelle.
  • SEC Seeks to Bar More Directors, AGENDA WEEK 6/20/2011 – quoted in this article by Tony Chapelle.
  • Behind the Curtain at Disney, CNBC NEWS 3/23/2011 – quoted on CNBC by Mary Thompson on the questioning of Steve Jobs’ attendance at Disney board meetings.
  • Where is BP’s Board?
, CNBC NEWS 6/11/2010 – interview by Mary Thompson on the BP Board of Directors’ handling of the crisis.
  • Chairman of the Board of Directors, Linnell Foundation
  • Chairman of the Board of Directors, Criminal Justice Policy Foundation
  • Chairman of the Board, RJG Charitable Foundation
  • Chairman of the Board of Appeals, Waldoboro, Maine
  • “10 Steps to Assist the Board in Corporate Governance in 1995,”  The Board Counsel, January-February 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “A No Nonsense Primer on the Top 15 Board Duties,” The Board Director, April-May 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Acquisition of Computer Equipment and Software: Commercial Issues and Practical Considerations,” Proceedings of the National Association of College and University Attorneys, June 1991.
  • “An 8 Point Corporate Governance Agenda for 1995,” The Board Director, February-March 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Assessing the Corporation’s Vulnerability, Ch. 1: Six Easy Pieces,” The Board Counsel,  December 1995-January 1996 (Van Rensselaer Press, Waltham, Mass.)
  • “Assessing the Corporation’s Vulnerability, Ch. 2: The Legal Ballot Box Terrain,” The Board Counsel,  December 1995-January 1996 (Van Rensselaer Press, Waltham, Mass.)
  • “Assisting the Board in its Seven Stages of Growth,”  ACCA Docket Journal of the American Corporate Counsel Association, (2001)
  • “Board Mission Statement Prototypes,” The Board Counsel, May-June 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Campbell Soup: Leadership Governance at a Publicly Held Family Business,” The Board Director, October-November 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “CEO-Centric Boards After the Sarbanes-Oxley Act of 2002”, The Director’s Journal,  August 2002 (The Board Place, Waltham, Mass.)
  • “Chapter 7: Information Access Guidelines,” The Board Counsel,  July-August 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Chapter 8: Deliberation Guidelines,” The Board Counsel, July-August 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Chapter 9: Competence Guidelines,” The Board Counsel, July-August 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Chapter 10: Independence Guidelines,” The Board Counsel, July-August 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Compilation of Recommendations Not to Adopt Guidelines,” The Board Counsel, May-June 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Corporate Governance in Family Held Businesses,” Proceedings of Attorneys for Family Held Businesses,  Dallas, TX, Fall 1996
  • “Director Liability for “Group Published Information,” The Board Counsel, May-June 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Getting Started: The Guideline Process,” The Board Director,  June-July 1995 (Van Rensselaer Press, Waltham, Mass.)
  • Governance Case Study Series Ch. 2.” To Release Four Hands: Strategic Theory for RJR Nabisco,” The Board Director, 1996 (Van Rensselaer Press, Waltham, Mass.)
  • Guidelines Ch. 14:” Oversight by Agenda,” The Board Counsel, December 1995-January 1996 (Van Rensselaer Press, Waltham, Mass.)
  • “Is Your Board “Crisis Ready?,” The Directors’ Journal,  October 2002 (The Board Place, Waltham, Mass.)
  • “Key Board Duties in a Nutshell: Legalese Version,”  The Board Counsel, March-April 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “National Association of Corporate Directors Report of the Health Care Governance Roundtable,”  (1998)*
  • “National Association of Corporate Directors Report of the NACD Best Practices Council:  Coping with Fraud and Other Illegal Activity”(1998)*
  • “National Association of Corporate Directors Report of the NACD Blue Ribbon Commission on CEDO Succession (1998)*
  • “New ‘Caremark on Steroids’ Duties for Consumer Financial Services Boards,” Lexology.com, August 9, 2012
  • “Not Your Parent’s Directorship,” The Director’s Journal, June 2002 (The Board Place, Waltham, Mass.)
  • “Oversight Guidelines Part One: The Working Relationship with Management,” The Board Counsel,  July-August 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Oversight and the CEO,” The Board Director,  August-September 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Oversight Through the Board Committees,” The Board Director, August-September 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Prototype Loyalty Guidelines,” The Board Counsel, May-June 1995 (Van Rensselaer Press, Waltham, Mass.)
  • “Selected Considerations in Acquiring Software Companies,” Practicing Law Institute,  11TH Annual Computer Law Institute, October 1989.
  • “Software Distribution, Remarketing and Publishing Agreements,”  4 Computer L.J., Spring 1984
  • “Summary of Corporate Governance Changes in the Dodd-Frank US Financial Regulatory Reform Act,” Burns and Levinson Securities Law Update, July 2010
  • “The Board’s Core Duty: To Direct – Indirectly,” The Board Journal, May 2000 (The Board Place, Waltham, Mass.)
  • “Working with the Board of Directors in the Year 2000,” 12 ACCA Docket, The Journal of the American Corporate Counsel Association, Fall 1994.

*These three publications were researched and written in collaboration with other members of the council, commission or round-table, as the case may be.

Seminars and Speaking Engagements

  • Regulation and Re-regulation: Third Party Management in Today’s Regulatory Environment, Hiperos Webcast, April 3, 2013 (Speaker)
  • CFPB and OCC 3rd Party Oversight Compliance, Hiperos Webcast, September 2012 (Speaker)
  • Educating Boards of Directors About Class and Derivative Action Exposure, Avoidance and Procedure, ABA Business Law Section, Spring Meeting, March 2012 Caesars Palace, Las Vegas (Panelist)
  • Preparing for Changes in Proxy Access and Disclosure, NIRI Annual Conference, June 2010, San Diego, California (Moderator)
  • Corporate Governance 2009: Everything you need to know to navigate the next proxy season, Boston Bar Association, October 2008 (Moderator) 2008
  • Proxy Season Update, Board Leaders, June 2008 (Moderator)
  • Board Leaders Annual Director Seminar, Board Leaders, May 2008 (Panelist)
  • The Impact of SEC Regulation on Boards of Directors, Board Leaders, April 2008 (Moderator)
  • Director Developments 2006-2007, Boston Bar Association, Corporate Law Committee, September 2006
  • Post SOX Accounting, Board Leaders, June 2006 
(Moderator)
  • Majority Voting, Board Leaders, January 2006 
(Moderator)
  • Counseling the Board of Directors in Critical Situations, Boston Bar Association, Continuing Legal Education program, November 2005 (Co Chair)
  • Advanced Topics in Directorship, Boardroom Bound, New York Pipeline Seminar,, November 2005
  • Counseling Technology-Leading Emerging Enterprises, Boston Bar Association, Continuing Legal Education program October 2005 (Co Chair)
  • Succession Planning Lessons at Disney and Morgan Stanley, Board Leaders, September 2005
  • Director Liability After Disney, Boston Bar Association, Corporate Law Committee, September 2005
  • Hidden Risks of Advanced Intellectual Property Strategies, International Law Seminars “Life After Rembrandts – Advanced IP Strategies,” August 2005
  • Growth, Liquidity or Both, a practical seminar on the current state of capital markets and the environment for buying and selling businesses, Newbury Piret & Co. and Burns & Levinson LLP, June 2005 (Panelist)
  • Personal Liability of Directors, Board Leaders, March & April 2005 (Moderator)
  • Board Basics, Boardroom Bound, Chicago Pipeline Seminar, February 2005
  • Corporate Governance Rating Organizations, Board Leaders, January 2005
  • Update on Director Duties, Boston Bar Association, Corporate Law Committee, November 2004
  • The Impact of Enron on Corporate Governance, New Hampshire Bar Association, Annual Meeting, June 2004
  • Organizational Sentencing Guidelines and Other New Sources of Attorney Liability, New Hampshire Bar Association, Annual Meeting, June 2004.