Dean F. Hanley

Retired Partner - Boston

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Dean Hanley previously served as Co-Chair of the firm’s Securities Practice Group.  He also served as Deputy Coordinator of the 100-lawyer Business Department.  Dean had an active transactional practice involving securities offerings and merger and acquisition transactions.  He represented a wide range of clients, including high-tech businesses, manufacturers, defense contractors, start-up companies, major bracket underwriters, and food and beverage and office products distributors.

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  • Harvard Law School, J.D., cum laude, 1979
  • San Diego State University, National Science Foundation Grant, 1970
  • Swarthmore College, B.A., Phi Beta Kappa Prize, 1970

Representative Experience

  • Represented a public technology company in causing the withdrawal of a Rule 14a-8 proposal to require proxy access for shareholder nominations of directors, and during that same proxy season assisted the client to defeat a different insurgent shareholder group in a proxy fight for three seats on the board of directors.
  • Advised a Fortune 1000 company on the decision whether or not to renew its shareholder rights plan (a so-called “poison pill”).
  • Advised a large public client in connection with a so-called Accelerated Share Repurchase (ASR) of $200 million of its outstanding stock, followed a year later by an Issuer 10b5-1 plan for the purchase of another $200 million of its outstanding stock.
  • Represented a publicly traded payment processing company in connection with its acquisition by another public company with a deal value of approximately $570 million.
  • Advised a major U.S. defense contractor in connection with $300 million convertible debenture financing.
  • Served as principal drafter of the Securities Industry Act 1998, the first comprehensive securities statute enacted by the Co-Operative Republic of Guyana, in South America.

Professional Experience

  • Adjunct Professor of Law, Suffolk University Law School
  • Del. Statute Gives Companies A Way To Clean Up Defective Corporate Acts, by Che Odom, BLOOMBERG BNA CORPORATE LAW & ACCOUNTABILITY REPORT, Vol. 12, No. 8 (February 21, 2014)
  • Delaware Law: Amended to Provide for Ratification & Validation of Defective Corporate Acts, DEAL LAWYERS (September-October 2013)
  • Crowd Funding: A New Way to Raise Capital, INSIGHTS (June 2012)
  • Interview, Dean Hanley on Responding to Audit Inquiry Letters, THECORPORATECOUNSEL.NET (November 2004)  
  • Interviewed by Boynton, Paul D., In-House Lawyers Face Daunting Task of Making SOX Procedures Actually Work, NEW ENGLAND IN-HOUSE (October 2004)
  • Responding to Audit Inquiry Letters after the Sarbanes-Oxley Act, GPSOLO MAGAZINE’S “BEST OF ABA SECTIONS” (September 2004)
  • Responding to Audit Inquiry Letters after the Sarbanes-Oxley Act, 22 IPL NEWSLETTER NO.2 (Winter 2004)

Foley Hoag Securities Law Alerts (Author or Co-Author)

  • SEC Proposes Rules for Pay Ratio Disclosure (September 30, 2013)
  • Delaware Court Issues Important Trados Decision Delineating Director Duties in Sale of Venture-Backed Company (September 17, 2013)
  • SEC Proposes Amendments to Regulation D, Form D and Rule 156 (August 5, 2013)
  • Federal District Court Upholds the SEC's Conflict Minerals Rules (July 29, 2013)
  • SEC Adopts "Bad Actor" Disqualification for Rule 506 Private Placement Offerings (July 23, 2013)
  • SEC Removes Ban on General Solicitation in Rule 506 and Rule 144A, But Problems Remain (July 22, 2013)
  • Delaware Corporation Law Statute Amended to Provide for Ratification and Validation of Defective Corporate Acts (July 18, 2013)
  • Federal Court Strikes Down SEC Resource Extraction Rule (July 17, 2013)
  • Delaware Chancery Court Upholds Forum Selection Bylaws (July 15, 2013)
  • First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules (May 9, 2013)
  • SEC Decides That Companies May Use Social Media (April 8, 2013)
  • SEC’s Conflict Minerals Rule Challenged (October 25, 2012)
  • U.S. Chamber of Commerce Sues SEC to Overturn Controversial Dodd-Frank Resource Extraction Rule Requiring Reporting of Payments to Foreign Governments Relating to Oil, Gas and Mineral Projects (October 18, 2012)
  • NYSE and NASDAQ Propose Listing Standards for Compensation Committees and Compensation Advisers (October 9, 2012)
  • SEC Proposes JOBS Act Amendments To Rule 506 And Rule 144A To Remove Ban On General Solicitation (September 11, 2012)
  • SEC Issues Long-Delayed Rule on Conflict Minerals (August 27, 2012)
  • SEC Adopts Rules Requiring Listing Standards for Compensation Committees and Compensation Advisers (June 26, 2012)
  • Federal Judge Reconsiders Securities Claims Against GE And Identifies Three Categories Of Statements That Are Not Actionable Under Federal Securities Laws (May 16, 2012)
  • JOBS Act Establishes New Thresholds for Registration Under the Exchange Act (May 9, 2012)
  • JOBS Act Client Alert – Rules 506 of Regulation D and 144A (May 2, 2012)
  • JOBS Act Eases IPO Process and Public Reporting Requirements for Emerging Growth Companies (April 27, 2012)
  • JOBS Act – Small Company Capital Formation – Regulation A+ (April 23, 2012)
  • Crowdfunding: A New Way to Raise Capital Or A Cut-Back in Investor Protection? (April 19, 2012)
  • Supreme Court Provides Guidance on Section 16(b) Statute of Limitations (April 13, 2012)
  • Heightened Pleading Standards in Securities Fraud Class Actions (April 11, 2012)
  • JOBS Act Will Significantly Relax Restrictions on Capital Raising (April 6, 2012)
  • Securities and Exchange Commission Publishes Its Interpretive Release on Climate Change Related Disclosures (February 5, 2010)
  • Federal Court Dismisses SEC Insider Trading Charges Against Mark Cuban (August 6, 2009)
  • 2009 Updates to Delaware General Corporation Law Part 3: Improved Shareholder Access to Proxy Materials – Now, What Will the SEC Do?  (May 1, 2009)
  • 2009 Updates to Delaware General Corporation Law Part 2: Elimination of "Empty Voting" (April 29, 2009)
  • 2009 Updates to Delaware General Corporation Law Part 1: Enhanced Protection for Directors (April 28, 2009)
  • Q&A Series: When Your Public Company Must Restate Its Financial Statements (March 4, 2009)
  • Q&A Series: Public Companies in Bankruptcy (December 17, 2008)

Foley Hoag Alerts & Updates


  • Appointed by Governors Cellucci and Swift to two terms as the Public Member of the five-member Massachusetts Board of Public Accountancy, the body that licenses and regulates Certified Public Accountants in the Commonwealth
  • Chairman of the Board, 2000-2001
  • Boston Bar Association, Member
  • American Bar Association, Member
  • Overseer of the Handel & Haydn Society, the oldest continuously active performing arts organization in the United States
  • Trustee of the Boston Camerata, an early music ensemble
  • Discussion Leader, “Crowdfunding with Equity: IPO on-ramp - or not?” Northeastern University Faculty Interdisciplinary Roundtable in Law and Business, September 26, 2013, Boston, Massachusetts
  • Speaker, “Private Ordering of Proxy Access: Steps to Take Now for the 2012 Proxy Season,” Boston Bar Association, January 24, 2012, Boston, Massachusetts
  • Panelist, “Leave Your Company’s Headlines to Marketing: ACC’s Annual Corporate Governance Update,” Association of Corporate Counsel, Northeast Chapter, October 18, 2006, Waltham, MA
  • Panelist, “Things IP Counsel Should Know When Responding to Requests from Accountants and Transaction Counsel,” American Bar Association Section of Intellectual Property Law, 19th Annual Intellectual Property Law Conference, April 2004, Washington, D.C.
  • Panelist, “Corporate Accountability: The Enron Investigation,” Northeastern University School of Law Forum on Contemporary Legal Issues, March 2004, Boston, Massachusetts
  • Panelist, “Corporate Governance in a Post-Enron World: Practical Guidance,” Association of Corporate Counsel (Northeast Chapter), 2003 Annual Conference, Boston, Massachusetts
  • Keynote Speaker, “What's New with the Sarbanes-Oxley Act?” Institute of Management Accountants -- Northeast Regional Council, Fall 2003 Mega Meeting, Boston, Massachusetts
  • Panelist, “Reading the Tea Leaves at the SEC,” CERES 2003 Conference, New York, New York
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Bar Admissions

  • Massachusetts

Court Admissions

  • U.S. District Court for the District of Massachusetts