Jason A. Chertin
Partner
Toronto
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Tel :
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416.865.7854
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Fax :
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416.865.7048
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Professional Experience
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) applications for stock exchange listings.
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, convertible 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 Transactions
Select corporate finance transactions include:
- acting for the agents in connection with a $125 million initial public offering of the Man GLG Emerging Markets Income Fund in November 2011;
- acting for the underwriters in connection with a $93 million bought deal public offering by Perseus Mining Limited in November 2011;
- acting for Horizons Enhanced U.S. Equity Income Fund in connection with a $30 million initial public offering in June 2011;
- acting for Advantaged Canadian High Yield Bond Fund in connection with a $56 million initial public offering in March 2011;
- acting for the dealer managers in connection with a $1.1 billion rights offering by Ivanhoe Mines Ltd. in January 2011;
- acting for Crystallex International Corporation in connection with a $35 million bought deal unit offering in June 2010;
- acting for SMC Man AHL Alpha Fund in connection with an initial public offering in May 2010;
- acting for Man Canada AHL DP Investment Fund in connection with an initial public offering in November 2009;
- acting for Galway Resources Ltd. in connection with a $12 million private placement of units in September 2009;
- acting for Man Canada AHL Alpha Fund in connection with a $98 million initial public offering in May 2009;
- 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 in June 2008; and
- acting for Crystallex International Corporation in connection with a $69 million unit offering in February 2008.
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 in April 2010;
- 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 in July 2009;
- acting for ABRY Partners, LLC in connection with the $361 million acquisition of Q9 Networks Inc. pursuant to a plan of arrangement in October 2008;
- acting for Absolut Resources Corp. in connection with a $30 million dollar acquisition by Aquiline Resources Inc. pursuant to a three-cornered amalgamation in April 2008;
- acting for certain principal shareholders in connection with a $1.2 billion acquisition of Stelco Inc. by United States Steel Corporation in October 2007;
- acting for principal shareholders in connection with the $96 million take-over bid for PLM Group Inc. by Transcontinental Inc. in October 2007; and
- acting for SUEZ Energy International in connection with a $123 million take-over bid for Ventus Energy Inc. in September 2007.
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 and presentations
- "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, June 2011
- "Acquisition of Public Companies - Take-Over Bids, Business Combinations and Qualifying Transactions"
Presenter, Insight Information - Securities and Business Law Forum, January 2009
- "The Relevance of National Instrument 45-406 - Prospectus and Registration Exemptions"
Presenter, Insight Information - Corporate and Securities Law Forum, January 2008
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