Andrew MacDougall - Corporate Governance Lawyer

Andrew MacDougall

Partner, Corporate

Key Contact: Corporate Governance

Key Contact: Executive Compensation

Key Contact: Risk Management and Crisis Response

Key Contact: Shareholder Activism

Contact Information

tel: 416.862.4732



Bar Admission

Ontario, 1993


  • 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)



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. He 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).

  • Mind Medicine

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

    • 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
  • Find More

  • Best Lawyers in Canada: Recognized in Corporate Governance Practice

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