Shahen A. Mirakian 

Co-Chair, Derivatives
Toronto  t: 416.865.7238  |  e: shahen.mirakian@mcmillan.ca

Shahen A. Mirakian

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

t: 416.865.7238
e: shahen.mirakian@mcmillan.ca

overview

Shahen is a partner in McMillan's Financial Services Group with a practice focused on derivative products; dealer and adviser registration and compliance; investment funds; and lending. He has also completed a secondment providing legal support to the equity derivatives group of a leading Canadian bank where he worked on transactions involving public companies and investment funds.

Shahen is involved in all aspects of structuring and documenting of a broad range of derivative products particularly equity and energy derivatives. He represents all types of counterparties including Canadian and international banks and brokers, sovereign entities, public and private investment funds and end users. Additionally, he is experienced in preparing and reviewing security arrangements for the collateralization of over-the-counter derivatives.

Shahen also has considerable experience in advising derivatives and securities market participants on Canadian dealer and advisor registration requirements. He has assisted physical metals brokers, international futures commission merchants, foreign exchange dealers, domestic and foreign investment fund managers and US financial institutions in navigating the complex and rapidly changing Canadian registration and compliance regime. He regularly deals with securities regulators, self-regulatory organizations, anti-money laundering authorities, exchanges and clearing houses.

Shahen is particularly experienced in representing lenders in respect of margin loans collateralized by control block securities of TSX-listed issuers. He is familiar with the securities, stock exchange, secured transactions, insolvency and tax issues involved in these complex transactions and has assisted domestic and international lenders on transactions ranging from $50 million to over $1.2 billion in size.

Shahen also advises public and private investment funds on all aspects of establishing and operating an investment fund. He assists clients in choosing a form of organization, obtaining requisite securities and corporate registrations, preparing organizational and disclosure documents and complying with ongoing compliance requirements. Shahen regularly interacts with registration, compliance and enforcement staff at various Canadian securities regulators.

Shahen was appointed in January 2013 to a three year term on the Securities Advisory Committee of the Ontario Securities Commission. He was appointed to this committee for his particular expertise in derivatives and novel financial products.

Prior to joining the firm, Shahen worked in the Corporate Debt Research group of a leading Canadian investment dealer. During his time in the Corporate Debt Research group,he studied Canadian public debt trust indenture covenants and helped to prepare the first study on Canadian high yield debt as a unique asset class.

Shahen has successfully completed the Level I, II and III Chartered Financial Analyst (CFA) examinations and the Level I and II Chartered Alternative Investment Analyst (CAIA) examinations.

Presentations

Implementing Risk Management Programs to Address the Move Towards Uniform Regulation of OTC Derivatives
Regulation of the OTC Derivatives Market in Canada

Publications

Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk
The Novel Exemptive Relief Chronicles
No Longer "Beasts of Burden"
OSC Reduces Regulatory Load for Registrants on Two Fronts
OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project
A Million Reasons - NextBlock OSC Settlement Agreement Highlights Risks of Using Marketing Presentations to Solicit Investments
Liquid Alternatives Now a Reality
Alternative Mutual Funds Regime Scheduled to Come Into Force January 3, 2019
Proposed CSA Derivatives Registration Rule Part 1 – Who Must Register
Conduct Controlled: CSA Proposes Derivatives Business Conduct Rules
Introducing Liquid Alternatives: Game changer for Canadian hedge funds
Change at the Margins: CSA Publishes Consultation Paper on Margin Requirements for Non-Centrally Cleared Derivatives
Time to Make it Clear, Part III: CSA Republishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives
Approaching Harmonization: Reporting to Go Live Across Canada
Leak Tweak: Regulators Balance Post-trade Transparency and Market Efficiency with Latest Amendments to OTC Derivative Trade Reporting Rules
Mind Your Margin: OSFI Releases Draft Guideline on Margin Requirements for Non-Centrally Cleared Derivatives
Time to Make it Clear, Part II: The CSA Publishes Notice and Request for Comments on Proposed Rules for Mandatory Central Counterparty Clearing of OTC Derivatives
CSA Publishes Update on Proposal for Alternative Investment Funds
Different But The Same: Five Additional Provinces Propose OTC Derivatives Trade Reporting Rules
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
FINTRAC Releases Policy Interpretations Containing Guidance for International Dealers
Sounding out the market: OSFI publishes draft Guideline B-7 Derivatives Sound Practices for Comment
More Amendments, Less Harmony?: Canadian Regulators Propose Amendments to OTC Derivatives Trade Reporting Rules
CDOR Update: Code of Conduct for Submitting Banks Released
Canadian Regulators Respond to Concerns of OTC Derivatives Market Participants: OSC Makes Amendments to Trade Reporting Rules
Spotlight on CDOR: What Lenders Need to Know
Marginal Improvement: CSA Publishes Model Rule on Customer Clearing and the Protection of Customer Collateral and Positions
Time To Make It Clear: CSA Publishes Model Rule On Mandatory Central Counterparty Clearing Of OTC Derivatives
The last word on reporting: final Ontario rules with respect to trade reporting released
Updating to a newer model: CSA derivatives committee revisits model rules for OTC derivatives determination, trade repositories and reporting
The End of the Canadian Wrapper Requirement for Private Placements in Canada? Relief Granted and Rules on the Way for Foreign Offerings to Permitted Clients
Model Behaviour: Rules for Derivatives Product Determination, Trade Repositories
Register this: Canadian regulators publish consultation paper on OTC derivatives market participant registration
IIROC Withdraws Restricted Dealer Member Proposal; CSA Announces Intention to Amend National Instrument 31-103
Trade local, clear global: Bank of Canada elaborates on Canadian authorities' decision to allow OTC derivatives clearing through global central counterparties
Model behaviour: Canadian regulators release model rules for derivatives product determination, trade repositories and data reporting
IIROC'S restricted dealer member proposal
Welcome to (counter)party central: Canadian regulators publish consultation paper on OTC derivatives central counterparty clearing
Can I be excused? Canadian regulators publish consultation paper on end-user exemptions in the OTC derivatives market
Collateral (un)damaged: Canadian regulators publish consultation paper on segregation and portability in OTC derivatives clearing
Conduct and consequence: Canadian regulators publish consultation paper on OTC derivatives market conduct rules, surveillance and enforcement
What to do While You're Waiting for Regulatory Reform: New Exemption Removes Regulatory Uncertainty for OTC Derivatives Trading in Canada
Reporting for duty: Canadian regulators publish framework for OTC derivatives trade reporting and repositories
Clearing becomes Clearer OSFI Releases Timeline for Implementing Basel III Central Counterparty Reforms
Change is Near but Unclear: Canadian Regulators Publish Initial Proposals on OTC Derivatives
Canadian Securities Transition Office releases transition plan
Over the Counter, Not Under the Radar: Derivatives Regulation in the Proposed Canadian Securities Act
Country Q&A - Canada
Managing Insolvency Challenges and Credit Risks Brought by the Financial Crisis
Negotiating the Schedule to the 2002 ISDA Master Agreement
2009 Report on the Expert Panel on Securities Regulation in Canada
Derivative Structures - Recent Developments of Importance
Expert Panel Report Makes Recommendations Regarding Federal Derivatives Regulation (disponible en anglais)
Expert Panel Report Makes Recommendations Regarding Federal Derivatives Regulation
OSC Notice Suggests Growing Interest in Disclosure of Equity Swap Positions
2009 Report on the Expert Panel on Securities Regulation in Canada
OSC Notice Suggests Growing Interest in Disclosure of Equity Swap Positions
OSFI Ruling Confirms Foreign Bank Issuers Selling Debt Instruments in
Canadian Capital Markets not Subject to The Bank Act (Canada)
Eligible Financial Contracts vs. Insolvency: Round II
Hedge Funds and Derivatives
Identifying Eligible Financial Contracts: More Than a Financial Purpose
Pre and Post Judgment Interest
The Role of Trust Indenture Covenants

News

22 McMillan lawyers recognized in the 2020 IFLR1000 Financial and Corporate Guide
60 McMillan Lawyers Recognized in the 2019 Canadian Legal Lexpert Directory
23 McMillan lawyers recognized in 2019 IFLR1000 Financial and Corporate Guide
McMillan lawyers well-represented in the 2018 Canadian Legal Lexpert Directory
McMillan lawyers ranked in the 2018 IFLR1000 Financial and Corporate Guide
McMillan lawyers well-represented in the 2017 Canadian Legal Lexpert Directory
McMillan lawyers ranked in the 2017 IFLR1000 Financial and Corporate Guide
McMillan lawyers well-represented in the 2016 Canadian Legal Lexpert Directory
McMillan lawyers rank well in the 2016 IFLR1000 Financial and Corporate Guide
McMillan lawyers are well represented in the 2015 Canadian Legal Lexpert Directory
McMillan lawyers are well represented in the 2014 Canadian Legal Lexpert Directory
Canadian Legal Lexpert Directory 2013 Recognizes 44 McMillan Leading Practitioners
Four McMillan Bulletins selected for inclusion in Terralex Connections

Education

  • University of Toronto, LLB - 2000
  • University of Toronto, Rotman School of Management, MBA - 2000
  • University of Toronto, B.Comm. - 1996

Year Of Call

  • Called to the Ontario bar - 2002

Practices

fintech
structured finance, securitization and derivatives
investment funds and asset management
corporate finance
financial services
capital markets
regulatory compliance
secured lending and syndicated finance

Industries

banking, finance and insurance
banking
investment dealers

Directorships and Professional Associations

  • Canadian Bar Association
  • Armenian Bar Association
  • Structured Products Association (New York)
  • CFA Society Toronto (Associate Member)
  • ISDA Canadian Legal and Regulatory Committee

Teaching Engagements

  • Instructor for the Integrative Legal Strategy course in the University of Toronto Rotman School of Business' MBA program from 2005 to 2006

Community Involvement

  • Director, Armenian Endowment Funds

Awards & Rankings

  • Recognized by IFLR1000 Financial and Corporate Guide 2020 as a Rising Star in Investment Funds and Banking
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Derivative Instruments
  • Recognized by IFLR1000 Financial and Corporate Guide 2019 as a Rising Star in Investment Funds and Banking
  • Recognized in the 2018 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Derivative Instruments
  • Consistently recommended, Derivative Instruments, in the 2017 Canadian Legal Lexpert Directory
  • Named in IFLR1000 Financial and Corporate Guide 2017 as a rising star in the areas of Investment Funds and Banking 
  • Ranked in the Canadian Legal Lexpert Directory 2016 in the area of Derivative Instruments

Media Mentions

  • "Industry unmoved by death of minor-currency Libor" by Tom Newton, Risk Magazine, October 19, 2012
vcard

Shahen is a partner in McMillan's Financial Services Group with a practice focused on derivative products; dealer and adviser registration and compliance; investment funds; and lending. He has also completed a secondment providing legal support to the equity derivatives group of a leading Canadian bank where he worked on transactions involving public companies and investment funds.

Shahen is involved in all aspects of structuring and documenting of a broad range of derivative products particularly equity and energy derivatives. He represents all types of counterparties including Canadian and international banks and brokers, sovereign entities, public and private investment funds and end users. Additionally, he is experienced in preparing and reviewing security arrangements for the collateralization of over-the-counter derivatives.

Shahen also has considerable experience in advising derivatives and securities market participants on Canadian dealer and advisor registration requirements. He has assisted physical metals brokers, international futures commission merchants, foreign exchange dealers, domestic and foreign investment fund managers and US financial institutions in navigating the complex and rapidly changing Canadian registration and compliance regime. He regularly deals with securities regulators, self-regulatory organizations, anti-money laundering authorities, exchanges and clearing houses.

Shahen is particularly experienced in representing lenders in respect of margin loans collateralized by control block securities of TSX-listed issuers. He is familiar with the securities, stock exchange, secured transactions, insolvency and tax issues involved in these complex transactions and has assisted domestic and international lenders on transactions ranging from $50 million to over $1.2 billion in size.

Shahen also advises public and private investment funds on all aspects of establishing and operating an investment fund. He assists clients in choosing a form of organization, obtaining requisite securities and corporate registrations, preparing organizational and disclosure documents and complying with ongoing compliance requirements. Shahen regularly interacts with registration, compliance and enforcement staff at various Canadian securities regulators.

Shahen was appointed in January 2013 to a three year term on the Securities Advisory Committee of the Ontario Securities Commission. He was appointed to this committee for his particular expertise in derivatives and novel financial products.

Prior to joining the firm, Shahen worked in the Corporate Debt Research group of a leading Canadian investment dealer. During his time in the Corporate Debt Research group,he studied Canadian public debt trust indenture covenants and helped to prepare the first study on Canadian high yield debt as a unique asset class.

Shahen has successfully completed the Level I, II and III Chartered Financial Analyst (CFA) examinations and the Level I and II Chartered Alternative Investment Analyst (CAIA) examinations.

September 2019
The Novel Exemptive Relief Chronicles

Securities and Capital Markets Bulletin

May 2019
OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project

Investment Funds and Asset Management Group Bulletin

June 2014
CDOR Update: Code of Conduct for Submitting Banks Released
Financial Services Bulletin
March 28, 2014
Spotlight on CDOR: What Lenders Need to Know
Financial Services Bulletin
October 2013
IBA Insurance Committee Substantive Project 2013: The Legal Nature of Insurance Contracts

Member of the McMillan Insurance Team who provided the responses to the 2013 survey regarding the legal nature of insurance contracts under Canadian Civil Law and Common Law, International Bar Association, 2013 Annual Conference, Boston

April 2013
Model Behaviour: Rules for Derivatives Product Determination, Trade Repositories

Article appeared in the Corporate Securities Finance Law Report
Vol 18 No 2 March May 2013

July 2012
IIROC'S restricted dealer member proposal
Securities and Public Markets Bulletin
February 2011
Clearing becomes Clearer OSFI Releases Timeline for Implementing Basel III Central Counterparty Reforms
Derivatives and Financial Institutions Regulation Bulletin
June 2010
Country Q&A - Canada
Structured Finance and Securitization
PLC cross-border Structured Finance and Securitization Handbook 2010
January 2010
Managing Insolvency Challenges and Credit Risks Brought by the Financial Crisis
Presentation with Adam Maerov, Advanced Forum on Derivatives, The Canadian Institute
September 2009
Negotiating the Schedule to the 2002 ISDA Master Agreement
Presentation, Understanding the ISDA Master Agreements Conference, International Swaps and Derivatives Association, Inc.
July 2009
2009 Report on the Expert Panel on Securities Regulation in Canada
Published in the CBA National Business Law Section Newsletter, July 2009.
March 2009
Derivative Structures - Recent Developments of Importance
2009 Lexpert / ALM Media Guide to the Leading 500 Lawyers in Canada
February 2009
Expert Panel Report Makes Recommendations Regarding Federal Derivatives Regulation (disponible en anglais)
instruments dérivés
February 2009
OSC Notice Suggests Growing Interest in Disclosure of Equity Swap Positions
Reproduced with permission of the publisher from Corporate Securities and Finance Law Report, Vol. 14, No. 1, January/February, 2009.
February 2009
2009 Report on the Expert Panel on Securities Regulation in Canada
Securities and Public Markets Bulletin
January 2008
Eligible Financial Contracts vs. Insolvency: Round II
Annual Review of Insolvency Law - 2007 - Janis P. Sarra, Editor
May 2007
Hedge Funds and Derivatives
Presentation at the Canadian Institute's 4th Annual Advanced Forum on Derivatives
July 2006
Identifying Eligible Financial Contracts: More Than a Financial Purpose
Restructuring and Derivatives Bulletin
March 2003
Pre and Post Judgment Interest
Corporate Finance Bulletin
January 2003
The Role of Trust Indenture Covenants
AIMR CFA Level II Readings 1999 - Present
October 2012
Implementing Risk Management Programs to Address the Move Towards Uniform Regulation of OTC Derivatives
Canadian Institute's 22nd Annual Securities Regulation and Compliance Superconference, Toronto, ON
October 2012
Regulation of the OTC Derivatives Market in Canada
ISDA Conference, Toronto, ON