Andrae J. Marrocco 

Co-Chair, Franchise and Distribution Group
Toronto  t: 416.865.7924  |  e: andrae.marrocco@mcmillan.ca

Andrae J. Marrocco

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.865.7924
e: andrae.marrocco@mcmillan.ca

overview

Andrae is a partner in the Business Law Group and Co-Chair of the Franchise and Distribution Law Group. His transactional practice is focused on advising domestic and international businesses on franchise and distribution matters and corporate/M&A transactions. He has particular expertise in complex franchise arrangements, franchise system mergers and acquisitions, and cross-border/international transactions.

Andrae works with businesses and franchise systems (from start-ups to mature international enterprises) across a broad range of industries including professional services, technology, automotive, restaurant, retail, fitness and healthcare, childcare and education, real estate, manufacturing, and commercial services. 

Franchise & Distribution
Andrae advises Canadian and international businesses on all aspects of Canadian franchise and distribution law including advice on structuring and expansion strategies, negotiation of franchise (master and area development), distribution and licensing agreements, regulatory and disclosure compliance, trademarks, acquisitions and dispositions, system changes, disputes and enforcement. He has specific expertise advising foreign franchisors expanding and adapting their systems to the Canadian market.

Corporate / M&A
Andrae’s corporate practice is focused on advising Canadian and international businesses on cross-border expansion, optimum corporate structures, negotiated merger and acquisition transactions, corporate governance, project and ownership arrangements (including sophisticated shareholder, partnership and joint venture agreements), financing and restructuring matters, complex commercial arrangements, private equity investments, and international transactions.

Not-For-Profit
Andrae provides practical advice to not-for-profit organizations with respect to their articles/constitutions and bylaws, governance and employment matters, charitable status, conflict resolution, projects and business ventures.

Andrae frequently presents at Canadian and international franchise conferences and events, and routinely writes for national and international franchise journals and publications. He is an active member of various North American franchise organizations, and serves on several steering committees. 

Representative Matters

  • Canadian tourism business master franchisee selling rights back to the global franchisor.
  • Canadian franchisor selling its commercial services franchise system.
  • US restaurant business franchisor entering the Canadian market through sophisticated JV franchising structure.
  • Offshore private equity investor acquiring a significant portfolio of restaurant business franchises in Canada.
  • Global renovation business franchisor undertaking a system wide rebrand through pilot program and progressive changeover.
  • Healthcare services franchisor establishing its system under license with a leading retail store to roll out healthcare practices across Canada.
  • Prominent restaurant business franchisor negotiating and documenting a management buyout arrangement.
  • US based emerging beverage company negotiating initial distribution arrangements across the globe and replacement of those arrangements following exponential growth.
  • NHL Players acquiring an OHL hockey team.
  • Italian precious jewels business migrating head office (and global operations base) to the Canadian market.
  • US based global distribution and outsourcing group acquiring several Canadian manufacturing corporations.
  • Canadian hotel amenities corporation acquiring a Singaporean manufacturer from an Australian hedge fund.
  • Hong Kong entrepreneurs acquiring Canadian/US kitchen amenities manufacturer and distributor.
  • Global investment bank financing a billion dollar group restructure.
  • Entrepreneur setting up a not-for-profit to develop and provide software solutions to healthcare institutions.
  • NFP entering into negotiations to finance and outsource educational component of its operations.

Presentations

Publications

Getting the Deal Through (Canada Chapter) – Private Equity 2019 – Fund Formation
Getting the Deal Through (Canada Chapter) – Private Equity 2019 – Transactions
Five Key Takeaways from the 18th Annual Franchise Law Conference
A Word of Warning to Franchisors – ADR Provisions May Postpone the Limitation Period for Rescission

News

71 McMillan Lawyers Named in the 2020 Edition of Best Lawyers in Canada
32 McMillan lawyers recognized in Who's Who Legal Canada 2018
65 McMillan Lawyers Named in the 2019 Edition of Best Lawyers in Canada
McMillan Lawyers Appointed to the Incoming 2018-2019 Franchise Law Section Executive
McMillan LLP Welcomes New Partner Andrae Marrocco

Education

  • Admitted to Practice in South Australia - 2000
  • University of Adelaide (Australia), LL.B. (Honours) - 1999
  • University of Adelaide (Australia), B. Com. (Corporate Finance) - 2001
  • University of Adelaide (Australia), B. Soc. Sc. - 1999

Year Of Call

  • Called to the Ontario bar - 2011

Practices

business formation
business law
charities and not-for-profit
franchise and distribution
franchising and distribution disputes
mergers and acquisitions
negotiated transactions
private m&a
private equity

Industries

automotive
food, beverage and agribusiness
franchising and distribution
healthcare
manufacturing, distribution and retail
private equity - buyouts & venture capital investment
retail
service industries

Directorships and Professional Associations

  • Franchise Law Section Executive for 2018-2019 
    • Appointed as a Member at Large
  • Ontario Bar Association
    • Member of the Executive, Ontario Bar Association Franchise Law Section
    • Business and Not-For-Profit Sections
  • Canadian Bar Association
  • Law Society of Ontario
  • Canadian Franchise Association
    • Member of the Legal & Legislative Affairs Committee
  • International Franchise Association
    • Past Member of the IFA Legal Symposium Task Force
  • International Bar Association
    • International Franchising Committee
  • American Bar Association
    • Forum on Franchising
  • Invest USA Committee
    • Board Member, Joint Secretary

Community Involvement

  • Andrae holds leadership positions and serves on the executive of a number of not-for-profit organizations and charitable institutions.

Awards & Rankings

  • Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the area of Franchise Law 
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Franchise Law
  • Ranked in Chambers Canada 2019 which states: Andrae is regarded by clients as "a very valuable resource" and "highly detailed lawyer" who is "very on top of developments in franchising law." 
  • Recognized by Best Lawyers in Canada (2019) as a leading lawyer in the area of Franchise Law.
  • Listed in Who’s Who Legal: Canada 2018 as a leader in Franchise.
  • Recognized in Who’s Who Legal: Franchise 2018 as a leading practitioner.
  • Certified Franchise Executive designation by the Institute of Certified Franchise Executives.
  • Named on the Franchise Times list of "Legal Eagles" which quotes that “Andrae Marrocco combines a deep understanding of corporate commercial law, mergers and acquisitions and franchise law with practical business savvy.”
  • Who's Who Legal: Franchise says “the excellent Andrae Marrocco is counted among the very best in Canada and is noted for his communicative, charismatic and professional approach.”
  • Who's Who Legal: Canada writes that “Andrae Marrocco is impressive and manages client mandates with a persuasive, personal and professional style.”
  • The Canadian Legal Lexpert Directory recognizes Andrae as one of Canada’s leading franchise lawyers.
  • Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada recognizes Andrae as one of Canada’s leading cross-border corporate lawyers.
  • Andrae's literary contributions on the subject of franchise related mergers and acquisitions have earned him the title of "Expert" by Getting the Deal Through.

Media Mentions

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Andrae is a partner in the Business Law Group and Co-Chair of the Franchise and Distribution Law Group. His transactional practice is focused on advising domestic and international businesses on franchise and distribution matters and corporate/M&A transactions. He has particular expertise in complex franchise arrangements, franchise system mergers and acquisitions, and cross-border/international transactions.

Andrae works with businesses and franchise systems (from start-ups to mature international enterprises) across a broad range of industries including professional services, technology, automotive, restaurant, retail, fitness and healthcare, childcare and education, real estate, manufacturing, and commercial services. 

Franchise & Distribution
Andrae advises Canadian and international businesses on all aspects of Canadian franchise and distribution law including advice on structuring and expansion strategies, negotiation of franchise (master and area development), distribution and licensing agreements, regulatory and disclosure compliance, trademarks, acquisitions and dispositions, system changes, disputes and enforcement. He has specific expertise advising foreign franchisors expanding and adapting their systems to the Canadian market.

Corporate / M&A
Andrae’s corporate practice is focused on advising Canadian and international businesses on cross-border expansion, optimum corporate structures, negotiated merger and acquisition transactions, corporate governance, project and ownership arrangements (including sophisticated shareholder, partnership and joint venture agreements), financing and restructuring matters, complex commercial arrangements, private equity investments, and international transactions.

Not-For-Profit
Andrae provides practical advice to not-for-profit organizations with respect to their articles/constitutions and bylaws, governance and employment matters, charitable status, conflict resolution, projects and business ventures.

Andrae frequently presents at Canadian and international franchise conferences and events, and routinely writes for national and international franchise journals and publications. He is an active member of various North American franchise organizations, and serves on several steering committees. 

  • Canadian tourism business master franchisee selling rights back to the global franchisor.
  • Canadian franchisor selling its commercial services franchise system.
  • US restaurant business franchisor entering the Canadian market through sophisticated JV franchising structure.
  • Offshore private equity investor acquiring a significant portfolio of restaurant business franchises in Canada.
  • Global renovation business franchisor undertaking a system wide rebrand through pilot program and progressive changeover.
  • Healthcare services franchisor establishing its system under license with a leading retail store to roll out healthcare practices across Canada.
  • Prominent restaurant business franchisor negotiating and documenting a management buyout arrangement.
  • US based emerging beverage company negotiating initial distribution arrangements across the globe and replacement of those arrangements following exponential growth.
  • NHL Players acquiring an OHL hockey team.
  • Italian precious jewels business migrating head office (and global operations base) to the Canadian market.
  • US based global distribution and outsourcing group acquiring several Canadian manufacturing corporations.
  • Canadian hotel amenities corporation acquiring a Singaporean manufacturer from an Australian hedge fund.
  • Hong Kong entrepreneurs acquiring Canadian/US kitchen amenities manufacturer and distributor.
  • Global investment bank financing a billion dollar group restructure.
  • Entrepreneur setting up a not-for-profit to develop and provide software solutions to healthcare institutions.
  • NFP entering into negotiations to finance and outsource educational component of its operations.
February 2019
Co-Author, Canada Chapter on Fund Formation

Getting the Deal Through, Private Equity 2019

February 2019
Co-Author, Canada Chapter on Transactions

Getting the Deal Through, Private Equity 2019

December 2018
Five Key Takeaways from the 18th Annual Franchise Law Conference

Franchise and Distribution Bulletin

November 2018
Author, "Modernizing the Franchise Agreement to Address Business and Legal Realities"
Ontario Bar Association’s 18th Annual Franchise Law Conference
September 2018
Presenter and Author, “Multi-Unit and Multi-Brand: The New Trend in Franchising,” 2018 Canadian Franchise Association Franchise Law Day
August 2018
"5 Factors to Find your Franchise Counsel"
Global Franchise Magazine
2018
Co-Author, Q&A Chapter on Franchising in Canada, International Comparative Legal Guide (Global Legal Group), Franchise 2018
2018
Author, Franchise M&A Chapter, Getting the Deal Through, Franchise 2018
2017
Author, Franchise M&A Chapter, Getting the Deal Through, Mergers & Acquisitions 2017
May 2017
Author, “The Revenue Recognition Roller Coaster: Get Ready for the Ride,” Franchising World
Spring 2017
Author, "Watch Your Step in Crossing the US Border," The Franchise Voice, Volume 18 - Issue 2
May 2017
Author and Presenter, “Basics Track: Franchise Mergers & Acquisitions” (Presentation and Paper), 50th Annual International Franchise Association Legal Symposium
February 2017
Author and Presenter, “Buying and Selling a Franchise – Tips for a Business Lawyer”, Ontario Bar Association’s Institute 2017
2016/2017
Co-Author, Practical Law (Thomson Reuters) Global Guide, Q&A Guide to Franchising in Canada
Fall 2016
Author, “Negotiating Critical Representations and Warranties in Franchise Mergers and Acquisitions - Part II,” Franchise Law Journal (ABA), Volume 36 - Number 2
November 2016
Author and Presenter, “The Purchase and Sale of Franchises and Franchise Systems”, Ontario Bar Association, 16th Annual Franchise Law Conference
Summer 2016
Author, “Negotiating Critical Representations and Warranties in Franchise Mergers and Acquisitions - Part I,” Franchise Law Journal (ABA), Volume 36 - Number 1
June 2016
Author, “Five Commonly Overlooked Provisions in International Franchise Agreements,” Global Franchise, Issue 4
May-June 2016
Author, “How Do I Know If a Franchisor Has a Good Relationship with Its Franchisees?,” Franchise Canada
January 2016
Author and Presenter, “Due Diligence in Franchise System Acquisitions”, Canadian Franchise Association Law Day
Summer 2015
Author, “Adopting a Strategic Intellectual Property Program,” The Franchise Voice, Summer 2015, Volume 16 - Issue 3
August 2015
Author, “Watch the Extra Step…When Crossing the Resale Exemption Path," Franchise & Distribution Newsletter
April 2015
Author, "Who Is An 'Officer' For the Purposes of Preparing an FDD Under the Arthur Wishart Act, 2000 and Regulations"
January 2015
Author, "Navigating the Cyber Liability Storm - Part I," Franchise & Distribution Newsletter
January 2015
Author, "Navigating the Cyber Liability Storm - Part II," Franchise & Distribution Newsletter
September 2018
Multi-Unit and Multi-Brand: The New Trend in Franchising
2018 Canadian Franchise Association Franchise Law Day
November 2018
Author, "Modernizing the Franchise Agreement to Address Business and Legal Realities"
Ontario Bar Association’s 18th Annual Franchise Law Conference
May 2017
Presenter and Author, “Basics Track: Franchise Mergers & Acquisitions”, 50th Annual International Franchise Association Legal Symposium
May 2017
Presenter, “Life as a Franchise Clerk,” The Institute of Legal Clerks of Ontario – 27th Annual Conference, May 2017
February 2017
Presenter and Author, “Buying and Selling a Franchise – Tips for a Business Lawyer”, Ontario Bar Association’s Institute 2017
November 2016
Presenter and Author, “The Purchase and Sale of Franchises and Franchise Systems”, Ontario Bar Association, 16th Annual Franchise Law Conference
January 2016
Presenter and Author, “Due Diligence in Franchise System Acquisitions”, Canadian Franchise Association Law Day
January 2016
Presenter, “Franchise Disclosure: The Nuts and Bolts,” Webinar
November 2015
Presenter, “Common Challenges in Franchise and Not-For-Profit Practice,” The Institute of Legal Clerks of Ontario – Advanced Corporate Program
March 2015
Presenter, "Who Is An 'Officer' For the Purposes of Preparing an FDD Under the Arthur Wishart Act?," Ontario Bar Association Franchise Law Dinner Program