Andrew  MacDougall

Andrew MacDougall, Partner, Corporate

Contact Information

  • tel: 416.862.4732
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Bar Admission

Ontario, 1993


  • University of Toronto, LL.B.
  • University of British Columbia, B. Comm. (with honours)






Andrew J. MacDougall is a partner at Osler, Hoskin & Harcourt LLP and practices corporate and securities law, with a particular focus on mergers and acquisitions and corporate governance.  He advises on all forms of public and private M&A transactions as well as various forms of commercial alliances including shareholder, partnership and joint venture agreements.  He advises boards and in-house counsel on a broad spectrum of corporate governance issues, including directors’ duties, executive compensation, shareholder engagement and shareholder meeting matters. He has a long-standing interest in corporate governance matters and has written and spoken extensively on the topic.  His publication on shareholder engagement (Directors Briefing – Shareholder Engagement: Questions for Directors to Ask) which he co-authored with Robert Adamson was released in 2012 by the Canadian Institute of Chartered Accountants’ Risk Oversight and Governance Board.

Notable Matters

  • Mining Investors for Shareholder Value in their investment in MAG Silver Corp.
  • Concerned Shareholders of Helix BioPharma Inc. in their investment in Helix BioPharma.
  • Cintra Infraestructuras S.A. on the sale of an indirect 10% interest in the 407 Highway in Ontario.
  • Public Storage Canadian Properties in connection with (i) its going private transaction and (ii) two prior rights offerings.
  • Recapture Metals Limited on its sale to Neo Material Technologies Inc.
  • Honeywell International Inc. on (i) the sale of its Sapphire Substrates business and (ii) the sale of its Canadian nylon business.
  • Bargain Shop Holdings Inc. on its acquisition of SAAN Shares Ltd.
  • GB Merchant Partners (a private equity fund) on (i) the acquisition of Como Diffusion Inc., a womenswear manufacturer and (ii) the acquisition of the Grafton-Fraser chain of retail menswear stores.
  • Carl Icahn on his investment in Fairmont Hotels and the making of an unsolicited take-over bid for Fairmont Hotels and his investment in Lion's Gate Entertainment.
  • Archibald Candy Corporation on the sale of its Laura Secord chocolate and confectionary business to an affiliate of Gordon Brothers Corp. through Canada’s first court-approved formal open cry auction process.
  • American Eagle Outfitters, Inc. in (i) its acquisition of the Thriftys, Braemar and National Logistics Services Inc. divisions of Dylex Limited and its subsequent sales of the Thriftys business and (ii) National Logistics Services business to an affiliate of YM Inc. (Sales).


  • A Brief Overview of Corporate Governance in Canada, The Corporate Governance Review: Canada (3rd ed.), April 2013.
  • Nay on say, National Magazine, February 2013.
  • Activism on the Agenda, January 2013.
  • 2012 Developments in Canadian Corporate Governance, January 2013.
  • Quoted in Agrium Investors Gain From Agrium Spinoff Push, Bloomberg, Christopher Donville, Katia Dmitrieva and Eric Lam, November 20, 2012.
  • NASDAQ and NYSE Proposed Listing Standards for Compensation Committees and Selection of Compensation Committee Advisors, October 2012.
  • Six Lessons Learned From the CP Rail Proxy Battle, July 9, 2012.
  • The State of Play on Say on Pay in Canada in 2012, June 12, 2012.
  • Directors Briefing – Shareholder Engagement: Questions for Directors to Ask, February 2012.
  • TSX Gets Back Into Governance Regulation, October 2011.
  • International Comparative Legal Guide to Corporate Governance: Canada (June 2011).
  • Executive Compensation Invitational 2-Day Conference on Executive Compensation, June 2011.
  • Increased Shareholder Activism in Canada: A Potential Warning Sign for the Upcoming Meeting Season? December 2010.
  • Proxy Contests, The Advanced Legal Guide to Advising the Public Company Board of Directors, Osgoode Professional Development, January 2010.
  • Reporting Rules and Responsibilities of In-House Counsel, Conference on Managing the Liability Risk of In-House Counsel, Federated Press, October 2009.
  • New Disclosure Obligations Under Federal Environmental Legislation, EnviroMation, August 2009.