Saba is a partner in the Atlanta office of Troutman Sanders LLP and is a member of the Firm’s Tax Practice Group. She concentrates her practice on the structuring and effecting of complex business transactions. Her practice focuses on corporate and partnership taxation with particular emphasis on domestic and international mergers, acquisitions and spin-offs; recapitalizations; leveraged buyouts; going private transactions; partnerships and joint ventures; fund formations; private equity investments; debt restructurings and loan workouts; securitizations; tax aspects of investment in real estate; inbound and outbound international transactions. Saba’s representative experience in recent years includes the following:
Represented Arris Group, Inc. with respect to its $730 million tax-free acquisition of C-COR.
Represented Matria Healthcare, Inc. (now Alere LLC) with respect to its acquisition by Inverness Medical Innovations, Inc. in a tax-free reorganization, valued at over $1 billion.
Represented Northern Orion Resources Inc., a Canadian gold mining company with significant U.S. shareholders, in a three-way business combination with Yamana Gold Inc., a Canadian gold mining company, which also acquired the shares of Meridian Gold Inc. in a deal valued at over $8 million.
Represented several Canadian publicly traded companies with significant U.S. shareholders with respect to tax issues relating to concerns of the U.S. investors, as well as structuring operations and investments by the companies in the U.S.
Represented several Chinese companies with respect to tax issues concerning investment and expansion in the U.S.
Advised several private equity funds with respect to acquisitions of U.S. and non-U.S. portfolio companies.
Advised non-U.S. investors with respect to structuring of investments in distressed U.S. real estate.
Advised with respect to formation of private equity funds, including those with non-U.S. and tax-exempt investors.
Advised with respect to tax issues relating to various alternatives for compensating service providers of private equity funds and other partnerships and LLCs.
Represented an investor with respect to the extraction of equity in real estate on a tax-deferred basis using a leveraged partnership.
Advised with respect to tax aspects of real estate transactions, including like-kind exchanges, installment sales and transfers to REITs.
Advised with respect to tax aspects of loan workouts and recapitalizations.
Advised with respect to tax aspects of securitizations involving differing assets.
Saba is the current Chair of the Tax Committee of the Business Law Section of the American Bar Association. She also is an active member of the New York State Bar Association’s Tax Section and was a principal drafter of the Section’s Report on the Proposed Change in the Definition of Control in Section 368(c), printed in Tax Notes (July 15, 1999). She recently served as an Adjunct Professor of Law at Georgia State University’s School of Law, teaching Business Taxation, and previously served as an Adjunct Professor of Law at University of Georgia School of Law, where she taught Corporate Tax. Upon completing law school, she served as judicial clerk to The Honorable John C. Godbold on the Eleventh Circuit Court of Appeals.
She regularly speaks on subjects in her practice areas at forums including the Atlanta Tax Forum, the Tax Executives Institute and the American Bar Association. She is a member of the board of directors of GAPABA (Georgia Asian Pacific Bar Association), a Charter Member of the Atlanta Chapter of the TiE (The Indus Entrepreneurs), and is co-chair of programming for the 2010 annual National Convention for NASABA (North American South Asian Bar Association).
Saba is listed as a leading tax attorney in several publications, including Chambers USA and America’s Best Lawyers, Law & Politics and Georgia Trend magazine’s Legal Elite. In 2007, she was listed as one of 15 lawyers under 40 in Atlanta “On the Rise” by the Daily Report. In addition, she was one of ten people profiled in 2007 in Georgia Trend Magazine’s Legal Elite.
Presentations and Speaking Engagements
Moderator, “Loan Workouts: Achieving Desired Tax Results, While Not Losing Sight of Business Considerations,” ABA Business Law Section Annual Conference, July 31, 2009, Chicago, Illinois.
Speaker, “Ensuring Tax Deductions for Economic Losses,” Southeastern Business Tax Forum, May 18-19, 2009, Atlanta, Georgia
Speaker, “Successful Strategies for Women of Color in the Law,” Emory Law’s Legal Association of Women Studies Biennial Conference, February 29, 2009.
Speaker, “What Every M&A Tax Advisor Should Know About Tax,” October 29, 2008, Atlanta, Georgia. A Thompson Reuters sponsored web-cast.
Speaker, “What Every M&A Tax Lawyer Should Know About Tax,” 4th Annual Southeastern M&A Forum, September 26, 2008, Atlanta, Georgia.
Speaker, “Top 10 Tax Issues Every Deal Lawyer or Tax Director Should Know,” Southeastern Business Tax Forum, May 14-15, 2008, Atlanta Georgia.
Speaker, “Top 15 Issues Every Corporate Lawyer Should Know About,” ABA Business Law Section Annual Conference, April 12, 2008, Dallas, Texas.
Moderator, Fin. 48: “Executive Panel Discussion,” Conference on Taxation of Business Transactions, sponsored by American Bar Association, Business Law Section and Southeastern Business Tax Forum, May 17, 2007.
Moderator & Chair, The Tax Legislative & Regulatory Process – How Does It Work? American Bar Association, Business Law Section, Spring Meeting, March 17, 2007.
Speaker, The Current State of Diversity in the Legal Profession, Georgia Asian Pacific American Bar Association, New Law Student/Attorney Reception, September 20, 2006.
Speaker, Succeeding Within Firm and Corporate Cultures, North American South Asian Bar Association Annual Convention, Atlanta, Georgia June 17, 2006.
Speaker & Chair, Federal and State Tax Issues Routinely Confronted by Business Lawyers – Part 3: M&A, American Bar Association, Business Law Section, Annual Meeting, Chicago, IL, August 7, 2005.
Speaker, The Impact of Sarbanes-Oxley on Corporate Tax Departments, Tax Executives Institute, New Jersey Chapter, Morristown, New Jersey (May 16, 2003).
Speaker, Update on Corporate Tax Developments: Mergers Involving Disregarded Entities & Recent Consolidated Loss Disallowance Regulations, Tax Executives Institute, Georgia Chapter, Atlanta, Georgia (Mar. 18, 2003).
Co-chair & Speaker, Advanced Tax Workshop: Mergers & Acquisitions, Society of Louisiana Certified Public Accountants in New Orleans (Nov. 15, 2002).
Co-chair & Speaker, Tax Aspects of Mergers & Acquisitions, Lorman Education Services; speaker on Tax-Free Acquisitions and Negotiating Acquisition Agreements, Atlanta, Georgia (Aug. 27, 2002).
Speaker, Structuring Tax-Free Mergers & Acquisitions, Tax’n of Mergers and Acquisitions, The Council for International Tax Education, Atlanta, Georgia (Dec. 3, 2001).
Speaker, Tax and Planning Issues for Troubled Businesses, Atlanta Tax Forum (Oct. 15, 2001).
Speaker, Use of Flow-Through Entities in Structuring Mergers & Acquisitions, Fulcrum Information Services, Inc., New York, New York (Feb. 22, 2001); Chicago, Illinois (Sept. 19, 2000); San Francisco, California (July 18, 2000).
Speaker, LLCs in Mergers and Acquisitions, Georgia LLCs, LLPs, and LLLPs: New Choice in Business Entities, Data Trace Publishing Company (Sept. 2000).
Client Advisories
IRS Issues Guidance on When Lending Activity By A Non-U.S. Person May Subject It To U.S. Income Taxation, October 8, 2009.
The Business Tax Changes of the Recover Act: Provisions Make Loan Workouts Easier, Provide Tax Incentives for Small Businesses & Address Treasury Notice Preserving Bank Losses, February 18, 2009.
Ensuring Holders of Debt and Equity Have a Usable Tax Loss When They Have An Economic Loss In Their Investment – Or That They At Least Don’t Have Phantom Taxable Income, November 19, 2008.
Tax Summary of Taxpayer Favorable Guidance Issued by IRS and Treasury in Recent Months in Response to Credit Crisis and Weakening Markets, November 18, 2008.
IRS Notice 2008-91 – IRS Expands Ability of U.S. Shareholders to Borrow From Foreign Subsidiaries; Continues Trend of Taxpayer-Friendly Guidance in Light of Credit Difficulties and Economic Downturn.
Recent Tax Legislation Targets Recipients of Carried Interests – July 9, 2007
Publications
Common Tax Issues and Trends, Where We’re Coming From, Where We Are and Where We’re Going,” Common Issues in Tax Law: Leading Lawyers on Handling Tax Audits, Executing Tax Appeals, and Monitoring Client Tax Compliance (Inside the Minds), Aspatore Books, 2008.
Disclosing Confidential Matters Under Recent Tax Shelter Regulations, 4:12 Derivatives Fin. Products Rep. 1 (Aug. 2003).
Tax-Free Corporate Mergers Have Been Redefined for the LLC Era, 30:3 Corporate Taxation 3 (May/June 2003), reprinted in PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (from 2004– 2009).
Tax-Free Mergers for Disregarded Entities, 2:11 Mergers and Acquisitions 3 (March 2002) with Andy Immerman.
New Tax Regulations reveal the Consequences of ‘Checking the Box, 8:1 Limited Liability Company Reporter 00-104 (January/February 2000) with Andy Immerman.
NYSBA’s Report on the Administration’s Proposal to Amend the “Control” Test in Section 368(c), principal author, published in Tax Notes Today, July 8, 1999.
Virtual Taxation: State Taxation of Internet and On-Line Sales, 24 Florida State University Law Review 604 (1997).
States’ Net Fails to Ensnare Internet Vendors: Congressional Authorization Needed, 12 State Tax Notes 999 (March 31, 1997).