Faralee Chanin has a corporate commercial practice with an emphasis on securities and taxation law including the structuring and implementing of transactions and corporate reorganizations for both private and public companies in a tax-effective manner. Her clients have included oil and gas companies, seismic, internet based businesses, healthcare and many more.
Faralee acts as counsel, advising on securities matters for various public companies and has completed several initial public offerings on behalf of clients. She has participated in the completion of transactions which have required innovative solutions to address significant and complex securities and tax issues.
Faralee has negotiated various types of mergers and acquisitions for both public and private clients, in both hostile and friendly scenarios.
Types of transactions on which Faralee has provided legal advice to public company clients include:
- Plans of arrangement
- Take over bids
- 'Going private' transactions and related party transactions
- Acted for numerous TSX and TSXV issuers in the acquisitions of shares and assets, including issuing shares as part consideration, drafting documents and obtaining applicable exchange acceptance and approval
- Acting for purchasers / vendors in the purchase and sale of business assets and shares, including drafting and negotiating purchase agreements, conducting due diligence, reviewing and preparing financing documents, obtaining security
- Advised issuers and non-issuers on requirements governing their securities trades, including trades by control persons, insider trading reporting and drafting and implementing blackout policies
- Assisted a public corporation in raising funds through the issuance of convertible debentures
- Assisted a start-up business in raising funds through an RRSP eligible partnership and then advised on a subsequent reorganization to acquire five other businesses
- Assisted a TSX issuer in acquisition of shares of a TSXV issuer in triangular amalgamation by way of plan of arrangement
- Assisted companies in going public through prospectus offerings and reverse takeovers
- Assisted in cross-border offerings of securities
- Advised boards and management of listed issuers on executive compensation, corporate governance and disclosure obligations
- Assisted with the acquisition of a large physiotherapy business owned through a partnership, on-going representation of the same business while they complete 15 to 20 acquisitions of other such businesses each year and later, with the sale of such business
- Assisted in the preparation of stock option plans for both TSX and TSXV issuers, including obtaining regulatory approval, preparing management proxy materials and completing ongoing maintenance of stock option plans
- Provided provincial representation and opinions on large multi-province offerings of securities through offering memorandums and prospectuses
- Drafted takeover documents and directors' circulars for acquisitions and divestitures
- Provided advice on re-structuring of public company debentures
- On-going representation of public companies and quasi-public companies, including assisting with continuous disclosure obligations such as information circulars and drafting of corporate governance documents such as mandates, policies and position descriptions
- Assisted with preparation of documents and tax advice for many types of private corporation reorganizations
- Assisted numerous public and non-distributing corporations in raising funds through prospectus exemptions, ensuring compliance with all regulatory provisions