Andrae J Marrocco

Andrae J. Marrocco


Andrae’s practice focuses on Franchise & Distribution law and Corporate/M&A law. He has developed particular expertise in providing seamless Canada/US cross border legal advice through Dickinson Wright’s unique North American platform to clients conducting business on both sides of the border.

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 of their steering committees (see below).

Andrae has been awarded the Certified Franchise Executive designation by the Institute of Certified Franchise Executives and is repeatedly named on the prestigious list of "Legal Eagles" by Franchise Times. He is also recognized in Who's Who Legal: Franchise, Who's Who Legal: Canada, The Canadian Legal Lexpert Directory and the Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada. 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.

Previously, Andrae was Vice President & General Counsel of AISystems Inc, a US publicly listed company. He spent the first decade of his career practicing law in Australia advising on international corporate and finance transactions.

Franchise & Distribution

Andrae advises Canadian and international businesses on all aspects of Canadian franchise and distribution law including advice on structuring/expansion strategies, negotiation of franchise, distribution and licensing agreements, regulatory/disclosure compliance, trademarks, acquisitions/dispositions, disputes and enforcement.

Andrae has worked with a range of franchise businesses from start-ups to mature international franchise systems in industries such as restaurant, retail, healthcare and commercial services. He has developed specific expertise advising foreign franchisors expanding and adapting their systems to the Canadian market.

Corporate / M&A

Andrae advises businesses on optimum corporate structures (implementing tax effective strategies), family business/succession plans, corporate governance, management and employment issues, negotiating commercial contracts and ownership agreements (shareholder, partnership and joint venture agreements).

He has extensive experience with mergers and acquisitions (franchise and corporate), share/asset purchase transactions, financing and complex international transactions.


Andrae has been instrumental in helping not-for-profit organizations navigate through the recent legislative changes. Andrae provides practical advice that reflects an understanding and appreciation of the organization's mission and objectives, routinely advising on articles/constitutions and bylaws, governance and employment matters, charitable status and tax issues, projects and business ventures, and conflict resolution.

Education & Credentials


University of Adelaide

B. Soc. Sc., 1999

University of Adelaide

LL.B. (Hons), 1999

University of Adelaide

B.Com, Corporate Finance, 2001

Prominent Assignments

  • Canadian tourism business master franchisee selling rights back to the global franchisor.
  • 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/U.S. 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.
  • Transaction Press Releases

Professional Involvement

  • Ontario Bar Association - Franchise, Business and Not-For-Profit
    • Member of the Executive, Ontario Bar Association Franchise Law Section - press release
  • Canadian Bar Association
  • Law Society of Upper Canada
  • Canadian Franchise Association
    • Member of the Legal & Legislative Affairs Committee
  • International Franchise Association
    • Certified Franchise Executive - Institute of Certified Franchise Executives - press release
    • Member of the IFA Legal Symposium Task Force
  • International Bar Association - International Franchising Committee
  • American Bar Association - Forum on Franchising
  • Invest USA Committee

Community Involvement

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

Articles / Presentations

Guides / Publications

Blog Updates

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