Case study 1

In 2015, Faralee represented a publicly listed Internet Service Provider requiring support with respect to a potential takeover by another company. There were challenging personalities and opposing views, making this a volatile situation, but she diffused the situation and worked with the board to provide advice on securities and tax requirements. She put together a team to handle different segments of the transaction (employment, real estate, intellectual property etc.) as is customary in larger transactions. After working through delays and navigating the complexities, the shareholders were satisfied with the end-result.

Case study 2

In 2014-2016, Faralee represented a substantial and complex estate. There were reams of documentation and five opposing parties (each with their own legal counsel). Faralee focused on finding a solution that everyone could agree on. Her goal was to identify a course of action that everyone could support. Through negotiations with all parties, she was able to find and present a solution and reached a consensus.

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
• Acted for purchasers/vendors in the purchase and sale of business assets and shares
• 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, ongoing 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 restructuring of public company debentures
• Ongoing 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