Andrae Marrocco

PartnerMcMillan LLP Commercial

Andrae advises corporations, entrepreneurs and not-for-profit organizations across a broad range of franchising and distribution, corporate and commercial, financing and international matters. Previously, Andrae was Vice President and General Counsel of AISystems Inc., a US publicly listed company. He spent the first decade of his career practicing law in Australia advising corporations and financial institutions on international corporate and finance transactions.

Andrae advises corporations, entrepreneurs and not-for-profit organizations across a broad range of franchising and distribution, corporate and commercial, financing and international matters. Previously, Andrae was Vice President and General Counsel of AISystems Inc., a US publicly listed company. He spent the first decade of his career practicing law in Australia advising corporations and financial institutions on international corporate and finance transactions.
 
Andrae advises Canadian and international franchisors on all aspects of Canadian franchise and distribution law, including advice on structuring and expansion strategies, negotiation of franchise, distribution and licensing agreements, regulatory matters (including disclosure requirements), acquisitions, dispositions, disputes and enforcement. He has worked with a broad range of franchise businesses from startups to mature international franchise systems in industries such as restaurant, retail, health care and commercial services. He has well-developed expertise in advising foreign franchisors and retailers expanding their operations to Canada and assisting them in adapting their systems, structures and documentation to the Canadian business environment.
 
Andrae advises business owner-operators on optimum business structures and implementing tax effective strategies, family business/succession plans, addressing corporate governance, management and employee issues, and negotiating commercial contracts, ownership and project agreements such as shareholder, partnership and joint venture agreements. He routinely assists clients in undertaking a legal audit of their operations to assess and manage risk and legal issues effectively.
 
One of Andrae’s focus areas includes advising corporations on mergers and acquisitions, divestitures, share and asset purchase transactions, amalgamations, financing and restructuring. He represents clients in a number of industries including manufacturing, technology, professional services, retail and food service. Andrae has extensive experience with complex international transactions in North America, South America, Europe and Asia.
 
In addition to the international scope of Andrae’s franchising and corporate practice, Andrae has specialized knowledge in counselling foreign companies on how to enter the Canadian marketplace. He regularly advises businesses on the appropriate corporate structure to utilize in establishing a Canadian presence through to compliance with the Canadian regulatory requirements.
 
Andrae has also been instrumental in helping federal and Ontario not-for-profit organizations understand and navigate through mandatory transition under new legislation. He frequently acts for not-for-profit organizations with respect to their constitution and bylaws, governance matters, charitable status and tax matters, projects and business ventures, successfully resolving conflict on sensitive issues and dealing with employment matters.

Education

  • University of Adelaide, B.Com, 2001
  • University of Adelaide, B.Soc.Sc. , 1999
  • University of Adelaide, LL.B. (Hons.), 1999

Experience

  • Advised a health care services franchisor with respect to establishing its franchise system under a license with a leading retail store to franchise health care practices across Canada
  • Counsel to a prominent restaurant business franchisor in negotiating and documenting a management buyout arrangement
  • Advised Italian precious jewels corporation on its expansion into the Canadian market place and subsequent operations
  • Advised a U.S.-based global distribution and outsourcing group on the structuring and negotiation of a number of acquisitions of Canadian manufacturing corporations
  • Counsel to an international architectural and engineering firm in its acquisition of a Boston landscape architectural firm's assets
  • Advised a startup technology company on structuring and negotiating numerous U.S./Canadian investments and private placement equity, debt and hybrid securities
  • Counsel to a global investment bank in negotiating financing arrangements oversubscribed to $9 billion as part of a major group restructure
  • Acted for a pension fund in structuring and financing a string of hotel acquisitions resulting in the creation of the largest hotel portfolio in Australia

Associations

  • Canadian Bar Association
  • Ontario Bar Association (including the sections on Franchise Law, Business Law and Not-For-Profit Law)
  • Canadian Franchise Association
  • International Franchise Association
  • International Bar Association (including the International Franchising Committee)
  • Forum on Franchising, American Bar Association
  • Executive Member, Australian Canadian Association
  • Law Society of New South Wales and South Australia