When advising a borrower incorporated or formed in the United States, one of the many characteristics of the borrower that a finance lawyer needs to consider is its client’s foreign subsidiaries. In particular, there are tax considerations to be aware of if a borrower has any foreign subsidiaries that are so-called controlled foreign corporations (CFCs).
The potential consequences of any missteps in advising corporate borrowers with CFCs can be significant. This was recently put into stark relief when a borrower sued its law firm for legal malpractice as a result of an unanticipated $463 million tax bill the client incurred as a result of the way the firm had drafted the credit agreement.
This course will explain the significance of CFCs, set out the purpose of Section 956 of the Internal Revenue Code and describe how this section impacts foreign subsidiaries of a US borrower in cross-border finance transactions. The aim of the course is to provide the legal practitioner with tools when drafting credit documentation to protect borrowers with foreign subsidiaries.
The session will be led by Gabriel Yomi Dabiri, an attorney in the Finance & Projects group of Morrison & Foerster LLP. Mr. Dabiri is admitted to the New York State bar and qualified as a solicitor of the Supreme Court of England and Wales.
Discuss the recent case of Overseas Shipholding Group, Inc., 130 A.D.3d 415 (2015)
Recognize how to identify a CFC
Understand how CFCs are impacted by Section 956 of the Internal Revenue Code
Consider suggestions for dealing with deemed dividends in finance documentation when CFCs are involved
Examine recent developments as they pertain to Section 956 of the Internal Revenue Code
Gabriel Yomi Dabiri is the Co-Leader of Polsinelli’s Private Debt and Cross-Border Finance practices. Gabriel advises domestic and international credit funds, commercial banks, business development companies (BDCs), small business investment company (SBIC) funds, investment banks, hedge funds, private equity sponsors and borrowers on middle market and upper middle market finance transactions, including direct lending and alternative finance transactions, working capital facilities, acquisition financings, recapitalizations, debt restructurings and bankruptcies.
Gabriel leverages his market expertise in both “buy-and-hold” private debt strategies and syndicated finance transactions to guide clients on a variety of deals, from the routine to cutting edge. Gabriel’s practice is most concentrated in the growing private debt market, where he regularly advises clients on senior, mezzanine and subordinated loans, unitranche facilities, first lien/second lien facilities, and cash flow, ABL, subscription line and real estate finance transactions. Gabriel also negotiates complex intercreditor and subordination arrangements on behalf of his clients, and has advised clients on various debt restructurings and bankruptcies, including negotiating debtor-in-possession facilities and advising clients in connection with the Puerto Rican government-debt crisis.
Gabriel is dual-qualified, admitted to practice law as an attorney in New York and as a solicitor in England and Wales, and much of his work is cross-border in nature. Both Gabriel’s clients and the deals on which he advises routinely touch jurisdictions in North America, Europe and Asia. Prior to joining Polsinelli, Gabriel worked for a Magic Circle law firm in London, Singapore and New York, advising clients on domestic and cross-border capital markets and banking and finance transactions, and for leading global law firms in Manhattan, advising premier international financial institutions and corporate borrowers on large and middle market leveraged finance deals.
Gabriel has been recognized as an Empire State Counsel® Honoree by the New York State Bar Association, as a Rising Star by Super Lawyers magazine in each year from 2015 to 2019 for client work in Banking, Securities and Corporate Finance, and by The National Black Lawyers – Top 100 for “exemplifying superior qualifications of leadership, reputation, influence and performance in his areas of legal practice.”
Nice introduction and I really needed it!
Good speaker and handouts
Excellent organization for presentation and materials; I appreciated the manner in which he walked us through the analysis.
For a topic with which I was only vaguely familiar but which impacts me, this was extremely beneficial.
Good effort by the speaker.
One of the better presenters I've seen on LawLine.
Very effective speaker