Faralee Chanin

Faralee Chanin: Attorney with Field Law

Biography

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

Deals and Cases

The following represents some of Faralee's past and present experience:

•Assisted a large non-distributing corporation in going public through a reverse takeover of another public company
•Assisted a TSX issuer in acquisition of shares of TSXV issuer in triangular amalgamation by way of Plan of Arrangement
•Assisted a public corporation in raising funds through the issuance of convertible debentures
•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
•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
•Assisted a start-up business in raising funds through an RRSP eligible partnership and then advised on a subsequent reorganization to acquire 5 other businesses
•Assisted a non-distributing corporation in raising funds through an Offering Memorandum and then through a $35M bank line
•Provided provincial representation and opinions on large multi-province offerings of securities through Offering Memorandums and prospectuses
•Assisted numerous public and non-distributing corporations in raising funds through prospectus exemptions, ensuring compliance with all regulatory provisions
•Drafted takeover documents and Directors' Circulars for acquisitions and divestitures
•Assisted in the preparation of stock option plans for both TSX and TSXV issuers, including obtaining Exchange approval, preparing management proxy materials and undertaking ongoing maintenance of stock option plans
•Provided advice on re-structuring of public company debentures
•Advised issuers and non-issuers on requirements governing their securities trades, including trades by control persons, insider trading reporting and maintaining blackout periods
•Assisted in cross-border offerings of securities
•Assisted companies in going public through prospectus offerings and reverse takeovers
•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
•Provided advice to clients in dealings with various securities commissions
•Assisted with preparation of documents and tax advice for many types of private corporation reorganizations
•Listing of TSX & TSXV issuers
•Advised boards and management of listed issuers on executive compensation, corporate governance and disclosure obligations
•Provide on-going tax advice to various public and non-trading or private corporations with respect to optimal structuring of transactions
•Assisted clients with identifying most tax effective vehicle for conducting a particular business
•Provided tax advice on structuring of public corporation reorganization to optimize timeliness and documentation
•Identifying the most tax-effective vehicle for conducting a particular business
•Assisted with corporate reorganizations required for several large estates, through providing tax advice and implementing the transaction
•Assisted with a corporate reorganization of a corporation where the controlling shareholder became non-resident
•Assisted a Canadian corporation investing in US real estate to structure operations in an optimal fashion
•Assisted a Canadian real estate corporation in developing an RRSP eligible vehicle to raise funds
•Assisted in the formation of a Canadian partnership to invest in real estate
•Assisted in the acquisition of an insolvent corporation, dealing with forgiveness of debt issues
•Provided tax opinions for prospectus and Offering Memorandums
•Providing opinions on qualification of investments for tax deferred vehicles such as RRSP's, RPP's, RRIF's and TFSA's
•Assisting with interpretation and application of resource tax rules to specific transactions
•Facilitating orderly succession planning of family enterprises
•Creating and advising non-profit and charitable organizations
•Assisting clients who are challenging reassessments by tax authorities

Leadership and Executive

Volunteer, Pro Bono, and Community Organizations

Canadian Petroleum Tax Society President 1987-1987
Akiskinook Condominium Board Chairman 2001-2002
Akiskinook Condominium Board Chairman 1988-1989

Volunteer / Pro Bono

Canadian Petroleum Tax Society Board Member 1984-1988
Canadian Petroleum Tax Society President 1987-1987
Canadian Petroleum Tax Journal Editorial Board Member 1988-1996
Famous 5 Foundation Board of Directors 2006-2010
YWCA Nominations Committee 2006-Present
Akiskinook Condominium Board AGM/Special Meetings Secretary, Advisor 2004-2009
Akiskinook Condominium Board Board Member 1999-2002
Akiskinook Condominium Board Chairman 2001-2002
Akiskinook Condominium Board Roofing Committee Member 2005-2007
Akiskinook Condominium Board Siding Committee Member 1998-1999
Akiskinook Condominium Board Board Member 1986-1990
Akiskinook Condominium Board Chairman 1988-1989
Cedar Springs Condominium Board Board Member 1998-2000
Villas Playasol AGM/Special Meetings Secretary 2006-2008
Villas Playasol AGM/Special Meetings Secretary 2004-2004
Zoogala Organizing Committee Committee Member 1995-1998

Areas of Practice (4)

  • Business
  • Tax
  • Corporate Finance and Securities
  • Franchise

Education & Credentials

Contact Information:
403 260 8514  Phone
403 264 7084  Fax
www.fieldlaw.com
University Attended:
University of Calgary, Bachelor of Science, with Honours, 1976; University of Calgary, Bachelor of Arts, with Honours, 1976; York University, Master of Business Administration, 1980
Law School Attended:
Osgoode Hall Law School, Toronto, Bachelor of Laws, 1980
Year of First admission:
1981
Admission:
1981, Alberta
Memberships:

Professional Associations

Canadian Bar Association Member 1981-Present
Canadian Petroleum Tax Society Member 1982-Present
Canadian Tax Foundation Member 1982-Present
Canadian Bar Association Alberta, Taxation Specialists Section (South) Executive and Chairman 1989-1991
Calgary Bar Association Member 1980-Present
Canadian Bar Association Alberta, Taxation Specialists Section (South) Member 1981-Present
Law Society of Alberta Member 1981-Present

Reported Cases:
Reported Cases: The reported cases below belong to Faralee and are representative of Faralee's experience. Cobb v. Canada [2000] T.C.J. No. 372 Tax Court of Canada 2000; Cobb v. Canada [1999] T.C.J. No. 877 Tax Court of Canada 1999; Cobb v. Canada [1999] A.C.I no 877 Tax Court of Canada 1999
ISLN:
901004572

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