Andrew MacDougall

Andrew is a recognized expert in corporate governance, executive compensation and shareholder activist matters. He leads the Osler Corporate Governance practice, advising on director duties, director and officer insurance and indemnification, stakeholder engagement, disclosure and other governance matters.

Andrew was a staff member of the Toronto Stock Exchange Report on Corporate Governance, served on the Risk Oversight and Governance Board of the Canadian Institute of Chartered Accountants, is an inaugural fellow of the American College of Governance Counsel.  He is an ICD.D member of the Institute of Corporate Directors and serves on the Ontario Chapter Executive of the Institute of Corporate Directors. Andrew also co-chairs the Osler executive compensation practice, advising on plan design, drafting and disclosure, corporate and securities regulatory requirements and corporate governance aspects and is on the Executive of the Toronto Chapter of the Global Equity Organization. Andrew is also a leader in shareholder activist matters at Osler, having represented both activists and corporate clients which have been targeted.

He is a prolific writer, speaker and commentator on new developments. Andrew co-authored Osler’s leading annual reports on diversity disclosure practices in Canada (2015 to 2022) as well as leading Canadian publications on stakeholder engagement and shareholder engagement released by CPA Canada in 2018 and 2012, respectively. He is also a co-author of the joint Osler and ICD publications Financial distress – The board’s role (2019) and The Board’s role in crisis management (2016).


Representative Work

  • Mind Medicine

    Mind Medicine in its successful proxy contest against FCM MM Holdings, LLC

  • Bank of Montreal

    Bank of Montreal in its US$16.3 billion acquisition of Bank of the West

  • LifeWorks

    LifeWorks in its $2.9 billion acquisition by TELUS

  • TerraFarma

    TerraFarma in its up to $68 million acquisition by Aurora Cannabis

  • TELUS International

    TELUS International in its US$1.06 billion initial public offering

  • TELUS International in its US$1.225 billion acquisition of WillowTree
  • LifeWorks in its announced $2.9 billion acquisition by TELUS
  • TerraFarma in its up to $68 million acquisition by Aurora Cannabis
  • Bank of Montreal in its US$16.3 billion acquisition of Bank of the West
  • TELUS International in its US$1.06 billion initial public offering
  • CDL Rapid Screening Consortium in its pilot program
  • Fusion Pharmaceuticals in its $212.5 million IPO
  • Cintra Infraestructuras S.A. on its shareholder rights in connection with its interest in the 407 Highway in Ontario
  • Secured Debtholder Committee of Concordia International Corp. in connection with US$3.7 billion recapitalization transaction
  • Ontario Pension Board in the outsourcing of its investment management operations to a $60 billion new investment management entity, the Investment Management Corporation of Ontario (IMCO)
  • Hydro One in establishing new governance and compensation practices in connection with its initial public offering
  • Access Holdings in its proxy battle with Tuckamore Capital
  • Tocqueville Asset Management in seeking changes to the board of Scorpio Mining Corporation
  • TELUS Corporation in its battles with Mason Capital Management LLC.
  • DSW Inc. in its acquisition of an indirect 44% stake (which includes 50% of the voting shares) in Town Shoes Limited from certain clients of Alberta Investment Management Corporation for C$68 million
  • Mining Investors for Shareholder Value in their investment in MAG Silver Corp.
  • Concerned Shareholders of Helix BioPharma Inc. in their proxy battle with Helix BioPharma
  • 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 (i) his investment in Fairmont Hotels and the making of an unsolicited take-over bid for Fairmont Hotels and (ii) his investment in Lions 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)
  • Eatons in its restructuring, initial public offering and second restructuring

Latest Insights

  • Report Oct 11, 2023

    2023 Diversity Disclosure Practices

    Overview Osler’s ninth annual comprehensive report, 2023 Diversity Disclosure Practices: Diversity and leadership at Canadian public...

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    2023 Diversity Disclosure Practices
  • Osler Update Jun 5, 2024

    The board’s oversight in the age of AI: ethics, compliance and competitive advantage

    Artificial intelligence (AI) is reshaping the global business landscape at an almost dizzying speed. Many organizations, and their directors,...

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    The board’s oversight in the age of AI: ethics, compliance and competitive advantage
  • Osler Update Dec 11, 2023

    Corporate governance focuses on the who, what and how

    The past year saw an increased focus on diversity beyond gender and new rules that add to the list of topics expected to be addressed at the board.

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    Corporate governance focuses on the who, what and how
  • Osler Update Dec 11, 2023

    Looking forward on clawbacks

    New listing standards from the New York Stock Exchange and Nasdaq Stock Market came into effect this year, requiring companies to adopt policies...

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    Looking forward on clawbacks
View all Insights

Awards and Recognition

  • Best Lawyers in Canada: Recognized in Corporate Governance Practice

Media Mentions

  • Media Mentions May 17, 2024

    Is Gen AI worth the hassle and risk? – CBA National Magazine

    According to a recent article in the Canadian Bar Association’s National Magazine, analysts have estimated that generative artificial...

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    Is Gen AI worth the hassle and risk? – CBA National Magazine
  • Osler News Oct 11, 2023

    Women directors on the path toward parity, but progress on diversity in corporate Canada remains uneven

    How diverse are the boards and executive leadership of Canadian public companies?

    Read more
  • Osler News Jun 23, 2023

    Are institutional investors meeting diversity targets they’ve set for investee companies? – Benefits Canada

    Female representation at the top level of Canadian public companies has shown improvement over the last eight years, says Andrew MacDougall in an...

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  • Osler News Nov 22, 2022

    The retail DE&I imperative – Retail Insider

    Retailers not focused on women and visible minorities may be limiting their potential innovation and success.

    Read more
View all

Speaking and Writing

Speaking Engagements

speaker 09/11/2023
Panel discussion – Board diversity – is progress being made beyond gender?
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speaker 01/1/2021
AccessPrivacy Monthly Call: Demonstrable accountability: Moving beyond ‘tick-the-box’ compliance in privacy legislative schemes
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speaker 04/6/2020
Multiple Roles of In-House Counsel 
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speaker 16/1/2020
Catalyst Roundtable Gender Diversity on Boards – How Can We Move the Needle
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speaker 17/9/2019
A Primer on Director and Officer Insurance – Your Last Bastion of Defense
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speaker 25/4/2019
Impact of 2019 Federal Budget on equity compensation
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speaker 05/3/2019
Catalyst Roundtable: Gender Diversity on Boards – Have We Moved the Needle?
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speaker 26/6/2018
M&A in Canada – What Directors Need To Know
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speaker 19/6/2018
M&A in Canada – What Directors Need To Know
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speaker 15/11/2016
Whistleblowers: the trend in regulatory & anti-retaliation initiatives
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speaker 20/7/2016
The OSC’s New Whistleblower Incentive Program: Implications for Public Companies
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speaker 04/4/2016
New Research Report: Are Canadian Directors Ready for a Corporate Crisis?
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Credentials

Education

  • Directors Education Program, Institute of Corporate Directors of Toronto Rotman School of Management, ICD.D
  • University of Toronto, LL.B.
  • University of British Columbia, B. Comm. (with Honours)

Languages

  • English

Professional Affiliations

  • The Conference Board of Canada, All on Board - Turning Evidence into Action for Women's Leadership, Research Advisory Board Member