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.
University of AdelaideB. Soc. Sc., 1999
University of AdelaideLL.B. (Hons), 1999
University of AdelaideB.Com, Corporate Finance, 2001
- 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
- Dickinson Wright Acts on Cross-Border Tech Acquisition
- Dickinson Wright LLP Advises Sportech on Divestiture
- Dickinson Wright LLP Advises Hong Kong Investors on Canadian Acquisition
- Dickinson Wright LLP Advises on Acquisition of Sarnia Sting Hockey Club
- Dickinson Wright LLP Advises Sportech on Canadian Acquisition
- Dickinson Wright LLP Helps Anaergia Complete $47.5 Million Private Equity Deal
- 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
- Board Member, Joint Secretary - press release
- Andrae holds leadership positions and serves on the executive of a number of not-for-profit organizations and charitable institutions.
Articles / Presentations
- Author, “The Revenue Recognition Roller Coaster: Get Ready for the Ride,” Franchising World, May 2017
- Author, “Watch Your Step in Crossing the US Border,” The Franchise Voice, Spring 2017, Volume 18 - Issue 2, May 2017
- Presenter, “Life as a Franchise Clerk,” The Institute of Legal Clerks of Ontario – 27th Annual Conference, May 2017
- Presenter and Author, “Basics Track: Franchise Mergers & Acquisitions” (Presentation and Paper), 50th Annual International Franchise Association Legal Symposium, May 2017
- Presenter and Author, “Buying and Selling a Franchise – Tips for a Business Lawyer” (Presentation and Paper), Ontario Bar Association’s Institute 2017, February 2017
- Author, “Negotiating Critical Representations and Warranties in Franchise Mergers and Acquisitions - Part II,” Franchise Law Journal (ABA), Volume 36 - Number 2, Fall 2016
- Presenter and Author, “The Purchase and Sale of Franchises and Franchise Systems” (Presentation and Paper), Ontario Bar Association 16th Annual Franchise Law Conference, November 2016
- Author, “Negotiating Critical Representations and Warranties in Franchise Mergers and Acquisitions - Part I,” Franchise Law Journal (ABA), Volume 36 - Number 1, Summer 2016
- Author, “Five Commonly Overlooked Provisions in International Franchise Agreements,” Global Franchise, Issue 4, June 2016
- Author, “How Do I Know If a Franchisor Has a Good Relationship with Its Franchisees?,” Franchise Canada, May-June 2016
- Presenter and Author, “Due Diligence in Franchise System Acquisitions” (Presentation and Paper), Canadian Franchise Association Law Day, January 2016
- Presenter, “Franchise Disclosure: The Nuts and Bolts,” Dickinson Wright Webinar, January 2016
- Presenter, “Common Challenges in Franchise and Not-For-Profit Practice,” The Institute of Legal Clerks of Ontario – Advanced Corporate Program, November 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," Dickinson Wright Franchise & Distribution Newsletter, August 2015
- Author, "Who Is An 'Officer' For the Purposes of Preparing an FDD Under the Arthur Wishart Act, 2000 and Regulations," April 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, March 2015
- Author, "Navigating the Cyber Liability Storm - Part I," Dickinson Wright Franchise & Distribution Newsletter, January 2015
- Author, "Navigating the Cyber Liability Storm - Part II," Dickinson Wright Franchise & Distribution Newsletter, January 2015
- Presenter, "Ontario Made Pension Plan," Square Off, CHCH Television, July 2014
- Presenter, "Negotiating Representations & Warranties in Purchase Agreements," Dickinson Wright Webinar, November 2013
- Presenter, "Two Way Trading Relationship: Doing Business in Canada and the United States," Lorman Education Services Webinar, October 2013 - press release
- Presenter, "Practical Corporate Governance Tips For Directors & Officers of Not-For-Profit Corporations," December 2012
Guides / Publications
- Co-Author, International Comparative Legal Guide (Global Legal Group), Franchise 2018, Q&A Chapter on Franchising in Canada
- Author, Getting the Deal Through, Franchise 2018, Franchise M&A
- Author, Getting the Deal Through, Mergers & Acquisitions 2017, Franchise M&A
- Co-Author, Practical Law (Thomson Reuters) Global Guide, Q&A Guide to Franchising in Canada
- Canadian Franchise Disclosure Compliance Guide
- Co-Author, Lexis Practice Advisor Canada, Commercial Law Module/Franchising, Lexis Nexis - Profile
- Editor, Franchise & Distribution Newsletter, Dickinson Wright - June 2014, January 2015, July 2015, April 2016, March 2017
- Contributor, Upside Group Franchise Consulting Newsletter, US Franchise Consulting Firm - Volume 6 - Issue 5
- Contributor, BeTheBoss.ca, A Canadian Franchise Industry Website - Profile and Articles
- Contributor, Lexology, Global Legal Publishing Service - Profile and Articles
- Contributor, Mondaq, Global Legal Publishing Service - Profile and Articles
- Contributor, JD Supra, Global Legal Publishing Service - Profile and Articles
- Contributor, The National Law Review, Global Legal Publishing Service - Profile and Articles
- Guide to Doing Business in Canada
- “Doing Business in Canada Series – Part 5: Securities Law and Corporate Governance in Canada,” August 2017
- "Proposed Changes to Ontario Employment and Labour Laws,” July 2017
- “Doing Business in Canada Series – Part 4: Financing a Foreign Business Operating in Canada,” June 2017
- “Doing Business in Canada Series – Part 3: Canada’s Tax System,” May 2017
- "Doing Business in Canada Series – Part 2: Business Structures,” April 2017
- "Doing Business in Canada Series – Part 1: Canada's Legal System,” March 2017
- “British Columbia Franchise Laws Come into Effect,” February 2017
- “British Columbia Finalizes Franchise Laws,” October 2016
- “Canadian Government Seeks Input for Innovation Agenda,” July 2016
- “Electronic and Courier Delivery Coming to Ontario,” June 2016
- “How Enforceable Are Your Non-Competition Covenants in Canada?” May 2016
- “Change to Michigan Law Provides Some Protection for Franchisors,” May 2016
- “Are Shareholders of a Corporate Franchisee Considered “Franchisees” Under Ontario’s Franchise Legislation?,” May 2016
- “Dunkin' Donuts Quebec Case Now Final,” April 2016
- “Ontario Employment Standards Audit Manual Now Available,” March 2016
- “Ontario Passes New Legislation Regulating Tips and Gratuities,” February 2016
- “Employer’s Guide to the Ontario Retirement Pension Plan,” January 2016
- “Electronic Disclosure: The Canadian Franchise Association Proposes Changes to the Arthur Wishart Act,” December 2015
- “British Columbia – Bill 38 – 2015, Franchises Act Passes 3rd Reading,” November 2015
- “British Columbia (Canada) Introduces Uniform Franchise Legislation, Could Take Effect in 2016,” October 2015
- “NLRB’s ‘joint employer’ decision could lead to labor law headaches for franchisors,” September 2015
- “Alberta Changes its Laws on Guarantees,” July 2015
- “Take Action Now to Avoid Unexpected State Tax Liabilities,” March 2015
- “Nutrition Information Coming to Both US and Canadian Menus,” January 2015
- “Food Safety in Canada... More Work for Franchisors Importing Food Products,” December 2014
- “AODA in Brief,” October 2014
- “New Franchise Legislation in Canada,” June 2014
- “Heads Up: Canada’s Anti-Spam Legislation (CASL) Takes Effect July 1,” May 2014