Jason A. Chertin 

Jason A. Chertin

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

t: 416.865.7854
e: jason.chertin@mcmillan.ca

overview

Jason Chertin is a partner in the Capital Markets Group in McMillan's Toronto office where his focus is securities regulation. Jason practices primarily in the area of corporate and securities law and stock exchange regulation, and has a strong track record of successfully structuring and executing a variety of capital markets transactions, including: (i) corporate finance transactions with emphasis on public offerings of securities; (ii) mergers and acquisitions with emphasis on negotiated transactions, plans of arrangement and amalgamations; and (iii) stock exchange listings and related transactions.

Jason has acted for issuers, underwriters and stakeholders in the investment, natural resource, energy and technology sectors in connection with public and exempt offerings of securities, take-over bids, business combinations, reverse take-overs, qualifying transactions, reorganizations, proxy contests and related party transactions.

A significant part of Jason's practice involves advising investment fund managers and portfolio advisors in connection with public and exempt offerings of securities by open-end mutual funds, closed-end investment funds, commodity pools and pooled funds, and he has additional experience in dealer and advisor registration and compliance matters.

In addition to transactional work, Jason advises clients with respect to general securities regulatory compliance matters, proxy solicitation, corporate governance, continuous disclosure, preparations for annual and special meetings of shareholders, compliance with requirements of NI 81-102, compliance with IRC requirements, prospectus renewals, and applications for exemptive relief to securities regulatory authorities.

Representative Matters

Select corporate finance transactions include:

  • acting for Detour Gold Corporation in connection with a $162 million bought deal public offering by short form prospectus;
  • acting for the underwriters in connection with a $115 million overnight marketed public offering by PMI Gold Corporation; 
  • acting for the underwriters in connection with a $35 million bought deal public offering by PMI Gold Corporation;
  • acting for the underwriters in connection with a $93 million bought deal public offering by Perseus Mining Limited; 
  • acting for the dealer managers in connection with a $1.1 billion rights offering by Ivanhoe Mines Ltd.;
  • acting for Crystallex International Corporation in connection with a $35 million bought deal unit offering;
  • acting for the underwriter in connection with a $2.0 billion Canadian medium term note program established by Credit Suisse under a base shelf prospectus; and
  • acting for Crystallex International Corporation in connection with a $69 million overnight marketed unit offering.

Select transactions involving investment funds include:

  • acting for High Rock Canadian High Yield Bond Fund in connection with a $23 million initial public offering;
  • acting for GLG EM Income Fund in connection with an initial public offering;
  • acting for Advantaged Canadian High Yield Bond Fund in connection with a short form prospectus offering (re-opening);
  • acting for the agents in connection with a $125 million initial public offering of the Man GLG Emerging Markets Income Fund;
  • acting for Horizons Enhanced U.S. Equity Income Fund in connection with a $30 million initial public offering;
  • acting for Advantaged Canadian High Yield Bond Fund in connection with a $56 million initial public offering;
  • acting for SMC Man AHL Alpha Fund in connection with an initial public offering;
  • acting for Man Canada AHL DP Investment Fund in connection with an initial public offering; and
  • acting for Man Canada AHL Alpha Fund in connection with a $98 million initial public offering.

Select merger and acquisition transactions include:

  • acting for Platte River Gold Inc. in connection with a $50 million dollar acquisition by Scorpio Mining Corporation pursuant to a plan of arrangement;
  • acting for HMY Airways Inc. in connection with an acquisition by Exchange Industrial Income Fund pursuant to a plan of arrangement as part of an income trust conversion;
  • acting for ABRY Partners, LLC in connection with the $361 million acquisition of Q9 Networks Inc. pursuant to a plan of arrangement;
  • acting for Absolut Resources Corp. in connection with a $30 million dollar acquisition by Aquiline Resources Inc. pursuant to a three-cornered amalgamation;
  • acting for certain principal shareholders in connection with a $1.2 billion acquisition of Stelco Inc. by United States Steel Corporation;
  • acting for principal shareholders in connection with the $96 million take-over bid for PLM Group Inc. by Transcontinental Inc.; and
  • acting for SUEZ Energy International in connection with a $123 million take-over bid for Ventus Energy Inc.

Clients advised in connection contested shareholder meetings include:

  • acting for dissident shareholder group in a successful bid to replace the board of directors of Athabasca Potash Inc.; and
  • acting for dissident shareholder group in a successful bid to replace the board of directors of Atlantis Systems Corp.

Presentations

Financing Growth - Funding Options in a Reluctant Capital Market
Limited Partnerships
Overview of Registration Requirements for Firms and Individuals
Acquisition of Public Companies - Take-Over Bids, Business Combinations and Qualifying Transactions
The Relevance of National Instrument 45-406 - Prospectus and Registration Exemptions

Publications

CSA Propose Reforms to the Client-Registrant Relationship Model and a Regulatory Best Interest Standard
CSA Proposes Amended Risk Disclosure for Mutual Funds and ETFs
Shrink-wrapped: Why foreign issuers may still require a Canadian wrapper
2 Become 1: CSA Proposes Creation of Single Exempt Distribution Reporting Regime
CSA Proposes New Disclosure Requirement for Exchange Traded Funds
CSA Adopts Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions
Managed Accounts are now Accredited Investors for Investment Funds in Ontario
CSA Publishes Update on Proposal for Alternative Investment Funds
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
Modernization of Investment Fund Product Regulation (Phase 2) is here – Immediate Impact on Closed-End Funds
OSC Releases Guidance on Sales Communications by Investment Funds
Phase 2 of the Modernization of Investment Funds Project – Alternative Funds Framework and Extension of Comment Period
Phase 2 of the Modernization of Investment Fund Product Regulation Project – Closed-End Funds II
Phase 2 of the Modernization of Investment Fund Product Regulation Project – Closed-End Funds
Phase 2 of the Modernization of Investment Fund Product Regulation Project – Mutual Funds
Canadian Securities Administrators Propose New Requirements for Closed-End Funds and Alternative Fund Framework
Exempt Market Dealers – Registration Requirements
Canadian Stock Exchanges Commentary

Education

  • Schulich School of Business, MBA
  • University of Western Ontario, LLB
  • York University, BA (Economics)
  • Osgoode Hall Law School, Certificate in Mining Law

Year Of Call

  • Called to the Ontario Bar bar - 2001

Practices

capital markets
corporate finance
investment funds and asset management
acquisitions and divestitures
IPOs and alternative IPOs
takeover bids
proxy contests
stock exchange listings

Industries

mining
biotechnology
investments
structuring and formation
funds

Directorships and Professional Associations

  • AIMA Canada - Legal & Finance Committee
  • PMAC - Industry Regulation & Tax Committee
  • TOROG Securities Subcommittee Group
  • Canadian Bar Association
  • Ontario Bar Association
  • Toronto Lawyers Association
  • PDAC
vcard
Jason Chertin is a partner in the Capital Markets Group in McMillan's Toronto office where his focus is securities regulation. Jason practices primarily in the area of corporate and securities law and stock exchange regulation, and has a strong track record of successfully structuring and executing a variety of capital markets transactions, including: (i) corporate finance transactions with emphasis on public offerings of securities; (ii) mergers and acquisitions with emphasis on negotiated transactions, plans of arrangement and amalgamations; and (iii) stock exchange listings and related transactions.

Jason has acted for issuers, underwriters and stakeholders in the investment, natural resource, energy and technology sectors in connection with public and exempt offerings of securities, take-over bids, business combinations, reverse take-overs, qualifying transactions, reorganizations, proxy contests and related party transactions.

A significant part of Jason's practice involves advising investment fund managers and portfolio advisors in connection with public and exempt offerings of securities by open-end mutual funds, closed-end investment funds, commodity pools and pooled funds, and he has additional experience in dealer and advisor registration and compliance matters.

In addition to transactional work, Jason advises clients with respect to general securities regulatory compliance matters, proxy solicitation, corporate governance, continuous disclosure, preparations for annual and special meetings of shareholders, compliance with requirements of NI 81-102, compliance with IRC requirements, prospectus renewals, and applications for exemptive relief to securities regulatory authorities.

Select corporate finance transactions include:

  • acting for Detour Gold Corporation in connection with a $162 million bought deal public offering by short form prospectus;
  • acting for the underwriters in connection with a $115 million overnight marketed public offering by PMI Gold Corporation; 
  • acting for the underwriters in connection with a $35 million bought deal public offering by PMI Gold Corporation;
  • acting for the underwriters in connection with a $93 million bought deal public offering by Perseus Mining Limited; 
  • acting for the dealer managers in connection with a $1.1 billion rights offering by Ivanhoe Mines Ltd.;
  • acting for Crystallex International Corporation in connection with a $35 million bought deal unit offering;
  • acting for the underwriter in connection with a $2.0 billion Canadian medium term note program established by Credit Suisse under a base shelf prospectus; and
  • acting for Crystallex International Corporation in connection with a $69 million overnight marketed unit offering.

Select transactions involving investment funds include:

  • acting for High Rock Canadian High Yield Bond Fund in connection with a $23 million initial public offering;
  • acting for GLG EM Income Fund in connection with an initial public offering;
  • acting for Advantaged Canadian High Yield Bond Fund in connection with a short form prospectus offering (re-opening);
  • acting for the agents in connection with a $125 million initial public offering of the Man GLG Emerging Markets Income Fund;
  • acting for Horizons Enhanced U.S. Equity Income Fund in connection with a $30 million initial public offering;
  • acting for Advantaged Canadian High Yield Bond Fund in connection with a $56 million initial public offering;
  • acting for SMC Man AHL Alpha Fund in connection with an initial public offering;
  • acting for Man Canada AHL DP Investment Fund in connection with an initial public offering; and
  • acting for Man Canada AHL Alpha Fund in connection with a $98 million initial public offering.

Select merger and acquisition transactions include:

  • acting for Platte River Gold Inc. in connection with a $50 million dollar acquisition by Scorpio Mining Corporation pursuant to a plan of arrangement;
  • acting for HMY Airways Inc. in connection with an acquisition by Exchange Industrial Income Fund pursuant to a plan of arrangement as part of an income trust conversion;
  • acting for ABRY Partners, LLC in connection with the $361 million acquisition of Q9 Networks Inc. pursuant to a plan of arrangement;
  • acting for Absolut Resources Corp. in connection with a $30 million dollar acquisition by Aquiline Resources Inc. pursuant to a three-cornered amalgamation;
  • acting for certain principal shareholders in connection with a $1.2 billion acquisition of Stelco Inc. by United States Steel Corporation;
  • acting for principal shareholders in connection with the $96 million take-over bid for PLM Group Inc. by Transcontinental Inc.; and
  • acting for SUEZ Energy International in connection with a $123 million take-over bid for Ventus Energy Inc.

Clients advised in connection contested shareholder meetings include:

  • acting for dissident shareholder group in a successful bid to replace the board of directors of Athabasca Potash Inc.; and
  • acting for dissident shareholder group in a successful bid to replace the board of directors of Atlantis Systems Corp.
publications
December 2015
CSA Proposes Amended Risk Disclosure for Mutual Funds and ETFs
Capital Markets Bulletin
January 2012
Exempt Market Dealers – Registration Requirements
Exempt Product Introduction Course Materials – Radius Financial Education
June 2011
Canadian Stock Exchanges Commentary
CCH Canadian Securities Law Reporter, Review of the rules, regulations and policies of the Toronto Stock Exchange (TSX), TSX Venture Exchange (TSXV) and Canadian National Stock Exchange (CNSX) published by CCH Canadian Limited
presentations
March 4, 2014
Financing Growth - Funding Options in a Reluctant Capital Market
PDAC 2014 Mining Trends and Opportunities - Grant Thornton LLP Panel Series
February 25, 2014
Limited Partnerships
The Canadian Bar Association Business Law & Real Property Law Seminar
September 2012
Overview of Registration Requirements for Firms and Individuals
Presenter, Portfolio Managers Association of Canada – PMAC First Annual Compliance Forum
January 2009
Acquisition of Public Companies - Take-Over Bids, Business Combinations and Qualifying Transactions
Presenter, Insight Information - Securities and Business Law Forum
January 2008
The Relevance of National Instrument 45-406 - Prospectus and Registration Exemptions
Presenter, Insight Information - Corporate and Securities Law Forum