Shahen A. Mirakian
416.865.7238
- English
Shahen Mirakian is a capital markets and securities lawyer with a dynamic practice focused on derivative products, dealer and adviser registration and compliance, investment funds, and lending. The 2022 edition of the IFLR1000 Financial and Corporate Guide recognizes him in the areas of banking and investment funds. He is a leader of the firm’s Structured Finance, Derivatives & Securitization Group.
Involved in the structuring and documentation of a broad range of financial products, Shahen has particular expertise in equity and energy derivatives. He represents Canadian and international banks and brokers, sovereign entities, public and private investment funds, and end users.
Acting for physical metals brokers, international futures commission merchants, foreign exchange dealers, domestic and foreign investment fund managers, and US financial institutions, Shahen assists clients in navigating the complex and rapidly changing Canadian registration and compliance regime. He deals regularly with securities regulators, self-regulatory organizations, anti-money laundering authorities, exchanges and clearing houses on their behalf.
Shahen has particular experience advising on margin loans collateralized by control block securities of TSX-listed issuers. He is familiar with the secured transaction, insolvency and tax issues that characterize these transactions, and has assisted domestic and international lenders on loans ranging from $50 million to over $1.2 billion.
Working with public and private entities on the establishment and operation of investment funds, Shahen advises on choosing the form of organization, obtaining requisite securities and corporate registrations, preparing organizational and disclosure documents, and complying with ongoing regulatory requirements.
Shahen was appointed to a three-year term on the Securities Advisory Committee of the Ontario Securities Commission (OSC) on the strength of his expertise in derivatives and novel financial products. Prior to joining McMillan, he worked in corporate debt research at a leading Canadian investment dealer, where he helped prepare the first study on Canadian high-yield debt as a unique asset class. Shahen has completed levels I, II and III of the chartered financial analyst (CFA) examinations, and levels I and II of the chartered alternative investment analyst (CAIA) examinations.
Expertise
Speaking Engagements
2022 ISDA Canada Conference
October 19, 2022Implementing 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 VIEW PRESENTATIONRegulation of the OTC Derivatives Market in Canada ISDA Conference, Toronto, ON
October 2012Teaching Engagements
- Instructor for the Integrative Legal Strategy course in the University of Toronto Rotman School of Business’ MBA program from 2005 to 2006
News
Media Mentions
- “Industry unmoved by death of minor-currency Libor” by Tom Newton, Risk Magazine, October 19, 2012
Rankings & Recognition
- Recognized in the 2024 Canadian Legal Lexpert Directory as a Consistently Recommended Lawyer in the area of Derivative Instruments
- Recognized in the 2022 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the area of Derivative Instruments
- Recognized by IFLR1000 Financial and Corporate Guide 2022 as a Rising Star in the areas of Banking and Investment Funds
- Recognized in the 2021 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the area of Derivative Instruments
- Recognized in the 2020 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Derivative Instruments
- 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
Community Involvement
- Director, Armenian Endowment Funds
Directorships & Affiliations
- Canadian Bar Association
- Armenian Bar Association
- Structured Products Association (New York)
- CFA Society Toronto (Associate Member)
- ISDA Canadian Legal and Regulatory Committee
Education & Admissions
Publications
- 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, October 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 (April 2013)
- “Country Q&A – Canada,” Structured Finance and Securitization PLC cross-border Structured Finance and Securitization Handbook 2010 (June 2010)
- “Managing Insolvency Challenges and Credit Risks Brought by the Financial Crisis,” Presentation with Adam Maerov, Advanced Forum on Derivatives, The Canadian Institute (January 2010)
- “Negotiating the Schedule to the 2002 ISDA Master Agreement Presentation, Understanding the ISDA Master Agreements,” Conference, International Swaps and Derivatives Association, Inc. (September 2009)
- “2009 Report on the Expert Panel on Securities Regulation in Canada,” Published in the CBA National Business Law Section Newsletter, July 2009. (July 2009)
- “Derivative Structures – Recent Developments of Importance,” 2009 Lexpert / ALM Media Guide to the Leading 500 Lawyers in Canada, (March 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)
- “OSFI Ruling Confirms Foreign Bank Issuers Selling Debt Instruments in,” Canadian Capital Markets not Subject to The Bank Act (Canada) National Banking Law Review, Volume 27, Number 1 (February 2008)
- “Eligible Financial Contracts vs. Insolvency: Round II,” Annual Review of Insolvency Law – 2007 – Janis P. Sarra, Editor (January 2008)
- “Hedge Funds and Derivatives,” Presentation at the Canadian Institute’s 4th Annual Advanced Forum on Derivatives (May 2007)
Insights (46 Posts)View More
RIP CDOR 1986-2024: A Recap of CDOR’s Final Days
On June 28, 2024, CDOR was published for the last time, marking the end of CDOR. The market has adopted CORRA as the Canadian dollar risk-free rate benchmark.
Time to Get Tough! CARR Provides Guidance for CDOR Tough Legacy Contracts
CARR released guidance with respect to tough legacy contracts in Canada that don't have workable CDOR fallback language; who this applies to; why it was issued.
Goodbye CDOR, Hello CORRA: CDOR’s Final Month and CORRA Loan Trends
CDOR will cease being published after June 28, 2024; CORRA is now used in credit agreements with certain trends developing in its use.
FinTech: 2023 Legal Year in Review
The FinTech industry in Canada was impacted by significant regulatory developments in 2023. Explore the key updates in our year-in-review summary.
CIRO Proposes Amendments to Strengthen Short Selling Regulations
On January 11, 2024, CIRO proposed amendments aimed at strengthening short selling regulations in Canada.
Conduct Completed! CSA Publishes Final Version of Derivatives Business Conduct Rule
Review of the differences between the third draft and final draft of the Derivatives Business Conduct Rule.
Remember, Remember, the 1st of November; Navigating the November 1st Deadline in the CDOR Transition and Term CORRA’s Launch
Navigating the November 1, 2023 Deadline in the CDOR Transition and Term CORRA’s Launch.
MSBs Beware: The British Columbia Money Services Businesses Act is Around the Corner
On April 26, 2023, the Money Services Businesses Act (the “BC MSBA”) passed third reading in the Legislative Assembly of British Columbia.
McMillan Lawyers’ Comment Letter regarding Staff Notice 23-329: Short Selling in Canada
On December 8, 2022, the Canadian Securities Administrators (the “CSA”) and the Investment Industry Regulatory Organization of Canada (“IIROC”) jointly published Staff Notice 23-329: Short Selling in Canada (the “Short Selling Notice”), which reviews the current regulatory requirements and initiatives with respect to short selling and seeks public feedback on areas for regulatory consideration.
Term CORRA Officially Under Development
1- and 3- month Term CORRA under development; targeted publication date is at end of Q3 2023; Term CORRA administrator will be CanDeal Innovations Inc.
CSA and IIROC Seek Stakeholder Feedback on Regulatory Framework for Short Selling
The CSA and IIROC jointly published Staff Notice 23-329 which reviews the current regulatory requirements and initiatives with respect to short selling.
Prepare for Regulation: Bank of Canada Introduces New Retail Payments Supervisory Framework
This bulletin provides an overview of the Bank of Canada’s new retail payments supervisory framework.
IIROC Addresses Certain Naked Short Selling Concerns – IIROC Notice 22-0130
IIROC guidance regarding short selling in Canada (IIROC Notice 22-0130).
Reporting Refreshed: Amendments Proposed to Harmonize Canadian Derivatives Reporting Rules
Canadian securities regulators propose changes to enhance derivatives data reporting.
June 28, 2024 – CDOR will be no more
CDOR to cease being published after June 28, 2024; Term CORRA to be potentially created; market participants need to prepare for end of CDOR now.
Conduct Completed? CSA Publishes Third Draft of Derivatives Business Conduct Rule
Analysis of the Third Draft of Proposed National Instrument 93-101 Derivatives: Business Conduct.
Who is Caught by Canada’s New Retail Payment Systems Regulation?
Canada's proposed retail payments systems regulatory regime requires payments service providers to be registered. Who exactly is a payments service provider?
End of the Bellatrix GasEDI Saga Marks Beginning of Market Fallout
The Alberta Court of Appeal's dismissal of Bellatrix's appeal leaves substantial uncertainty for natural gas market and all derivatives counterparties.
The Cessation of the 6-month and 12-month CDOR Tenors
Refinitiv announced that the calculation and publication of the 6-month and 12-month tenors of CDOR would cease indefinitely effective as of May 17, 2021.
COVID-19: It’s Time to Revisit Financing Agreements
This bulletin provides an overview of the impact COVID-19 may have on financing.
Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk
This bulletin summarizes our concerns and conclusions with respect to the Canadian short selling regulatory regime.
The Novel Exemptive Relief Chronicles
Ontario Securities Commission exemptive relief decision clarifies ability of investment fund managers to permit rehypothecation of portfolio assets.
No Longer “Beasts of Burden” OSC Reduces Regulatory Load for Registrants on Two Fronts
The Ontario Securities Commission (“OSC”) recently announced two important changes to certain regulatory requirements
OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project
On May 15, 2019, the Ontario Securities Commission (“OSC”) announced that registrants will no longer have to pay late fees associated with the disclosure of outside business activities (“OBAs”) past the required deadline.
A Million Reasons – NextBlock OSC Settlement Agreement Highlights Risks of Using Marketing Presentations to Solicit Investments
A recent Ontario Securities Commission (“OSC”) settlement agreement with NextBlock Global Limited (“NextBlock”) and Alex Tapscott (“Tapscott”) highlights the risk associated with issuers providing investor presentation slide decks or other marketing documents to prospective investors.
Liquid Alternatives Now a Reality Alternative Mutual Funds Regime Scheduled to Come Into Force January 3, 2019
The Canadian Securities Administrators have published the much anticipated final version of amendments introducing a "liquid alternatives" regulatory regime
Proposed CSA Derivatives Registration Rule Part 1 – Who Must Register
On April 19, 2018, the Canadian Securities Administrators (the "CSA") published new draft rules governing the registration of derivatives market participants.
Introducing Liquid Alternatives: Game changer for Canadian hedge funds
Introducing Liquid Alternatives: Game changer for Canadian hedge funds
Conduct Controlled: CSA Proposes Derivatives Business Conduct Rules
Conduct Controlled: CSA Proposes Derivatives Business Conduct Rules
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
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
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
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
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
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
CSA Publishes Update on Proposal for Alternative Investment Funds
Different But The Same: Five Additional Provinces Propose OTC Derivatives Trade Reporting Rules
Different But The Same: Five Additional Provinces Propose OTC Derivatives Trade Reporting Rules
FINTRAC Releases Policy Interpretations Containing Guidance for International Dealers
FINTRAC Releases Policy Interpretations Containing Guidance for International Dealers
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
TSX Proposes New Listing Requirements for Exchange Traded Products, Closed-End Funds and Structured Products
More Amendments, Less Harmony?: Canadian Regulators Propose Amendments to OTC Derivatives Trade Reporting Rules
More Amendments, Less Harmony?: Canadian Regulators Propose Amendments to OTC Derivatives Trade Reporting Rules
Canadian Regulators Respond to Concerns of OTC Derivatives Market Participants: OSC Makes Amendments to Trade Reporting Rules
Canadian Regulators Respond to Concerns of OTC Derivatives Market Participants: OSC Makes Amendments to Trade Reporting Rules
Time To Make It Clear: CSA Publishes Model Rule On Mandatory Central Counterparty Clearing Of OTC Derivatives
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
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
Updating to a newer model: CSA derivatives committee revisits model rules for OTC derivatives determination, trade repositories and reporting
Can I be excused? Canadian regulators publish consultation paper on end-user exemptions in the OTC derivatives market
Can I be excused? Canadian regulators publish consultation paper on end-user exemptions in the OTC derivatives market
Reporting for duty: Canadian regulators publish framework for OTC derivatives trade reporting and repositories
Reporting for duty: Canadian regulators publish framework for OTC derivatives trade reporting and repositories
Canadian Securities Transition Office releases transition plan
Canadian Securities Transition Office releases transition plan
Deals & Cases (14 Posts)
McMillan Advises on Trillium Health Partners Broader Redevelopment Project – Queensway Health Centre
On February 8, 2024, Trillium Health Partners reached financial close in respect of the Trillium Health Partners Broader Redevelopment ‒ Queensway Health Centre Project, with a contract value of $599 million.
McMillan Advises Finance Parties on Metrolinx Highway 3 Widening Project
On May 18, 2023, Metrolinx reached financial close in respect of the Highway 3 Widening Project, with a contract value of $138.6 million.
Ontario Line Southern Civil, Stations and Tunnel Project
On November 8, 2022, Infrastructure Ontario and Metrolinx reached Financial Close on a $6 billion fixed-price contract with Ontario Transit Group, a consortium comprised of Ferrovial Construction Canada Inc. and VINCI Construction Grands Projets, to design, build and finance the Ontario Line Southern Civil, Stations and Tunnel Project.
Five New High Schools Being Built Under a DBFM Contract in Alberta
On September 28, 2021, Concert-Bird Partners reached financial close on its $300 million Alberta P3 school bundle, “Five New High Schools in Alberta Project.”
Phase I of the Burnaby Hospital Redevelopment Project Has Reached Financial Close
On June 29, 2021, the Fraser Health Authority announced the financial close of the $1.4 billion Phase 1 Redevelopment Project of the Burnaby Hospital, provided by the Bank of Nova Scotia.
Restructuring of Greenfire Oil and Gas
McMillan acted for Alvarez & Marsal Canada Inc. in its capacities as Trustee in Bankruptcy and Receiver of Greenfire Oil and Gas Ltd. and Greenfire Hangingstone Operating Corporation.
Pattullo Bridge Replacement Project Reaches Financial Close
On February 10, 2020, Aecon Group Inc. (TSX: ARE) announced that Fraser Crossing Partners had reached financial close on the Pattullo Bridge Replacement Project in British Columbia.
Orléans Health Hub Project Reaches Financial Close
On August 6, 2019, Infrastructure Ontario (IO) and Hôpital Montfort reached financial close on the Orléans Health Hub project, with the hospital awarding a $59.7 million fixed-price contract to EllisDon Infrastructure Healthcare to build and finance the facility.
Harbour City Solutions General Partnership and the City of Hamilton enters into an Agreement to operate Biosolids Management Facility – a P3 Project
McMillan LLP acted as counsel to Project Co in the commercial and financial close. The McMillan team was led by Ahsan Mirza and Julie Han and included Michelle Boodhoo, Tayleigh Armstrong, Shahen Mirakian, Paula Bokser and Nicole Rozario.
North Commuter Parkway and Traffic Bridge Project reaches financial close
North Commuter Parkway and Traffic Bridge Project reaches financial close
Ontario Infrastructure and Lands Corporation closes financing on $1.2 billion Highway 407 East Phase 2 Project
Ontario Infrastructure and Lands Corporation closes financing on $1.2 billion Highway 407 East Phase 2 Project
Ivanhoe Mines Completes US$1.18 Billion Strategic Rights Offering
Ivanhoe Mines Completes US$1.18 Billion Strategic Rights Offering
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