Practice:

• Corporate
• Securities Law

Bar Admissions:

Massachusetts

Experience:

Russ Hansen is Of Counsel in the Firm’s Corporate Group. He began his legal career at WilmerHale, where he remained for 18 years and was a Senior Partner in its Corporate Department.

Mr. Hansen has over 30 years of experience as in-house and general counsel, representing many companies regarding corporate governance, securities law compliance, registration, exemptions, filings, periodic and other reports, strategic partnering, mergers and acquisitions, private equity and venture capital finance, debt and equity financing and other business transactions. He is a former General Counsel for BGS Systems, Inc., a global enterprise software company and PCD, Inc., global manufacturer, both of which were listed on NASDAQ. Mr. Hansen led strategic planning and corporate development as well as serving as General Counsel.

Mr. Hansen serves as independent legal counsel to directors, boards and their committees. Mr. Hansen is also Managing Director of The Board Place, a corporate governance and board performance consultancy that provides board and trustee service, director search services, continuing director education, board evaluation, board operations improvement and other board consulting services. In addition, he is a Co-Founder and a Managing Director 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.

Representative Transactions:

• Negotiated a public company acquisition for selling stockholders
• Represented private medical device company in organizing and syndicating multiple rounds of financing
• Represented public, private and startup manufacturing, software and telecommunication companies in technology licensing and remarketing agreements
• Acted as counsel for a start-up life sciences company in its organization and initial round of financing
• Counseled a large private-public partnership in forming its board of directors and developing its Board Guidelines, Committee Charters and Ethics Policies
• Acted as counsel for a nanotechnology startup in raising its initial round of equity and in negotiating its licensing distributorship agreements
• Acted as counsel for a special committee of the Board of Trustees in connection with a potential related party transactions
• Counseled a large stockholder of a publicly traded company regarding board of director matters
• Represented a nominee of a dissident state of directors
• Represented a manufacturing company regarding its various commercial agreements
• Served as independent outside consultant to the Nominating and Governance Committee of a large publicly traded corporation to assist in Board self-evaluation
• Represented the issuer in a second round of private equity financing
• Represented a new manufacturing company in its formation, financing and start up

Memberships:

• American Bar Association, Member of the Corporate Governance Committee
• Atlantic Challenge, Member of the Board of Directors
• Boardroom Bound, Member of Advisory Board
• Waldoboro, Maine Board of Appeals
• Boston Bar Association - Business Law Section, Past Co-Chair

Education:

• J.D., Harvard Law School, 1972
• A.B., Harvard College, 1968

Speaking Engagements: