Jason A. Chertin 

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 Healthcare Special Opportunities Fund in connection with a $72 million initial public offering;
• 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 Société Anonyme d’Explosifs et de Produits Chimiques (Groupe EPC) in connection with the acquisition of Nordex Explosives Ltd. pursuant to a going private transaction;
• 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

Publications

News

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

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