Faralee Chanin

Faralee Chanin: Attorney with Field Law
  • Associate at Field Law (122 Attorneys)
  • 400 - 444 7 AVE SW, Calgary, AB, Canada T2P 0X8
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Biography

Faralee Chanin is a corporate commercial lawyer with an emphasis on securities and taxation, helping Alberta businesses and not-for-profit clients with restructuring and reorganization and corporate governance. She advises boards of directors of both public and private organizations and is focused on weighing the pros and cons for any solutions being considered, to help her clients find the best way to get a deal done.

Faralee has a strong business (commerce) background and has worked for accounting firms in the past, so can understand the client perspective and the tax environment.

Tax and securities are areas of law where the subject matter is continually changing with both new legislation and case law. Most of the time, the clients Faralee helps have very complicated problems to solve and Faralee works collaboratively to assemble and lead a larger team of lawyers from different practice areas to support the client.

Faralee’s areas of practice include:

•Corporate governance
•Corporate transactions
•Corporate reorganizations and restructuring
•Due diligence
•Initial Public Offerings (IPOs) and privatization transactions
•Mergers and acquisitions
•Fundraising
•Purchase agreements
•Securities and taxation
•Takeovers and reverse takeovers

Value to Clients

“I see my role as conciliatory and I work towards getting the deal done. Some clients invite me to board meetings because I tend to diffuse the situation and get people focused on finding solutions to problems.”

Outside the Office

When Faralee is not working, she enjoys downhill skiing and biking. She is also an adventurous overseas traveller and is inspired to learn new languages in an immersive environment - for example studying Italian while in Italy.

Community

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

Experience

Cobb v. Canada, [2000] T.C.J. No. 372, Tax Court of Canada

Cobb v. Canada, [1999] T.C.J. No. 877, Tax Court of Canada

Cobb v. Canada, [1999] A.C.I no 877, Tax Court of Canada

News + Views + Events

Fall 2010
What Every Business Owner Must Know About Securities
Winter 2000/2001
Going Public
2001
Dealing With Your Corporation
April 2000
Family Trusts - Down But Not Out

Client Stories

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.

Notable Work

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, 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 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

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

Canadian Bar Association Alberta, Taxation Specialists Section (South)
Executive and Chairman
1989 - 1991
Canadian Petroleum Tax Society
Member
1982-Present
Canadian Tax Foundation
Member
1982-Present
Canadian Bar Association Alberta, Taxation Specialists Section (South)
Member
1981-Present
Law Society of Alberta
Member
1981-Present
Canadian Bar Association
Member
1981 - Present
Calgary Bar Association
Member
1980-Present
Canadian Petroleum Tax Journal
Member, Editorial Board
1988-1996
Canadian Petroleum Tax Society
Board Member
1984-1988
Canadian Petroleum Tax Society
President
1987

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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