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Andrew  MacDougall

Andrew MacDougall

Partner, Corporate

Key Contact: Corporate Governance

Key Contact: Executive Compensation

Contact Information

tel: 416.862.4732



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 specializing in Corporate Governance, Executive Compensation and Shareholder Activism.  He advises boards and in-house counsel on a broad spectrum of corporate governance issues, including directors’ duties, director and officer insurance and indemnification, 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) co-authored with Robert Adamson was released in 2012 by the Canadian Institute of Chartered Accountants’ Risk Oversight and Governance Board.

  • Best Practices Respecting Improving Gender Diversity on Boards and Senior Management

    December 8, 2015

  • 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 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 (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).

  • Planning for 2015: A 2014 Proxy Season Retrospective, November 2014, including (i) Gender Diversity on Boards and in Senior Management, (ii) Over One-Third of Canadian Listed Issuers Have Adopted Advance Notice Provisions, (iii) Say on Pay 2014: Losing Steam in Canada, (iv) Enthusiasm for Notice and Access Grows in 2014 and (v) Reviewing 2014 and Expectations for 2015
  • CSA Provides Update on Proposed Changes to Early Warning Regime – Reporting Threshold Stays at 10%, October, 2014
  • Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation, August, 2014
  • A Brief Overview of Corporate Governance in Canada, The Corporate Governance Review: Canada (4th ed.), April 2014
  • Quoted In a new era of shareholder activism, engagement is key and corporate secretary’s role takes on more significance, Corporate Secretary Magazine, Jeff Cossette, March 14, 2014
  • The Maturing Market for Shareholder Activism, January 2014
  • Quoted in First You Plan Then You Pivot, Listed Magazine, Paul Brent, December 17, 2013
  • Proposed Changes to Auditor Oversight Rules Will Alter Information Provided to Audit Committees and Regulators, November 2013
  • Former Directors and Officers of Bankrupt Company Reach $4.76 Million Settlement with the Ministry of Environment over Cleanup Orders, November 2013
  • Canadian Securities Administrators Seek Input on Disclosure Regarding the representation of Women in Public Companies and the Integrity of Proxy Voting, September 2013
  • Quoted in Canadian Governance Roundup, Corporate Secretary Magazine, Matthew Scott, August 2013
  • Research Report: Canadian Governance Highlights from the 2013 Proxy Season, June 2013, including (i) Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course, (ii) Notice and Access Arrives in Canada, (iii) Advance Notice Requirements for Director Nominations Take Off
  • Activism on the Agenda, January 2013
  • NASDAQ and NYSE Proposed Listing Standards for Compensation Committees and Selection of Compensation Committee Advisors, October 2012
  • A Call to Arms on Empty Voting, August 2012
  • Six Lessons Learned From the CP Rail Proxy Battle, July 9, 2012
  • Directors Briefing – Shareholder Engagement: Questions for Directors to Ask, Canadian Institute of Chartered Accountants Risk Oversight Board, February 2012
  • TSX Gets Back Into Governance Regulation, October 2011