Saba Ashraf

Tel 215.864.8858
Fax 215.864.8999

Saba Ashraf is a Practice Leader of Ballard Spahr's Tax Group. She advises clients worldwide on corporate and partnership taxation matters. Saba has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in domestic and international mergers, acquisitions, and spin-offs; recapitalizations; leveraged buyouts; going private transactions; joint ventures; fund formations; private equity investments; debt restructurings and loan workouts; securitizations; and the tax aspects of REITs and investments in real estate. Saba has particular experience in structuring various business relationships that are subject to the federal partnership tax rules, including with respect to complex partnership allocations, basis, losses, and other issues. She also has experience dealing with the IRS and state tax agencies during state and federal audits.

Saba has represented major financial services institutions and investment concerns, global manufacturing firms, and Fortune 500 companies, and she has managed the tax issues on 10-figure deals, both in the United States and abroad. She has also served as an additional resource to other law firms and accounting firms.

Representative Matters

  • Represented one of the primary distributors of petroleum in the U.S. in a $450 million carve-out divestiture involving dispositions of entities as well as pipeline assets
  • Represented the acquiring company in a series of taxable and tax-free roll-up transactions of several corporate and pass-through entities to create a combined enterprise providing a suite of products and services to physicians, hospitals, and insurers relating to genomic testing
  • Advise an employee-owned private equity firm whose mission is to maximize employee shareholder value in the tax structuring of acquisitions of portfolio investments, which structuring seeks to maximize purchase price paid by taking into account tax benefits yielded by unique employee ownership structure
  • Represented the key management team members of one of the largest contract security service companies in the U.S. in the tax-free rollover of profits and capital interests of such members in a business combination resulting in the largest security company in North America
  • Advise a Fortune 500 energy company with an Up-C structure as to tax matters relating to the creation of two new classes of common stock pursuant to a recapitalization, followed immediately by a public offering of the stock
  • Advise as to the structuring and drafting of profits interests for partnerships of all sizes and levels of sophistication
  • Represented an equipment finance company regarding the U.S. federal income tax aspects of the cross-border securitization of lease receivables
  • Advised on tax aspects relating to the formation and operation of a private equity fund, attracting U.S. and non-U.S. investors, formed to target investments in the Southeast
  • Represented a real estate developer in negotiating tax and business aspects of a joint venture agreement with respect to a major development project
  • Represented a Canadian gold mining company with significant U.S. shareholders in a three-way business combination, in a deal valued at more than $8 billion
  • Advised a national home builder on offerings of Tangible Equity Units, Senior Notes, Common Stock, and Mandatorily Convertible Notes
  • Represented an investor in the extraction of equity in real estate on a tax-deferred basis using a leveraged partnership
  • Represented several Chinese companies in tax issues concerning investment and expansion in the United States

Professional Activities

Philadelphia Bar Association, Business Law Section, Limited Liability Company and Other Unincorporated Entities (LOUIE) Committee, Chair

Philadelphia Tax Conference, Member of Conference Advisory Board

American Bar Association, Past Chair, Business Law Section's Tax Committee

Atlanta Chapter of The Indus Entrepreneurs (TiE), Past Charter Member

Organization of Pakistani Entrepreneurs of North America (OPEN-Atlanta), Charter Member

North American South Asian Bar Association, Programming Co-Chair, 2010 NASABA Annual Convention

Recognition & Accomplishments

Chambers USA: America’s Leading Lawyers for Business, tax law, 2009-present

The Best Lawyers in America, tax law, 2009-present

Named a Super Lawyer by Law & Politics magazine for excellence in tax law, 2008-present

Named to Georgia Trend magazine's Legal Elite, 2007-present

Selected Publications

"The Final Tax Bill: A Thoughtful Analysis," Ballard Spahr alert, December 21, 2017

"Federal Tax Reform: The Current State of Play & The Big Picture," The National Law Review, December 5, 2017

"Federal Tax Reform: How the Newly Passed House Bill Compares to the Senate Bill – A Side-by-Side Comparison, Plus the Big Picture," The National Law Review, November 17, 2017

"Federal Tax Reform: The Senate Bill- Comparison to the House Bill, and Evaluating the Bigger Picture," The National Law Review, November 15, 2017

"Federal Tax Reform: The House Tax Bill—Summary and Where Do We Go From Here?," The National Law Review, November 6, 2017

"Will C Corporations Become the New Entity of Choice," The National Law Review, October 27, 2017

"United Framework for Tax Reform," The National Law Review, September 29, 2017

"An Analysis of Tax Law Proposals of the President-Elect and the House," TaxTruths, December 2016

"Proposed Regulations Highlight Phantom Income and Other Onerous Consequences to Holders and Issuers of Convertible Notes and Other Securities," TaxTruths, October 2016

"The Lessons of Up-C IPOs for Everyone," Tax Geek Tips You Ought to Know, October 2014

"So You Want To Issue Profits Interests," Tax Geek Tips You Ought to Know, September 2014

"Tax Distribution Provisions," Tax Geek Tips You Ought to Know, August 2014

"Management Fee Waivers: The Current State of Play," Journal of Taxation and Regulation of Financial Institutions, Volume 27, No. 2 November-December 2013

"Upcoming U.S. Tax Increases May Accelerate M&A, Property Sales and Dividends to 2012," Financier Worldwide Global Reference Guide Corporate Tax, July 2012

"Disclosing Confidential Matters Under Recent Tax Shelter Regulations," 4:12 Derivatives Fin. Products Rep. 1, August 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, 2004-2009

Co-author, "Tax-Free Mergers for Disregarded Entities," 2:11 Mergers and Acquisitions 3, March 2002

Recent Speaking Engagements

"New Partnership Activity Aggregation Rules: Unpacking the 'Specified Service Trade or Business Definition (W2 Wage and Income Tests, Avoiding 'Pack and Crack' Disallowances, and Claiming the 20% QBI Deduction)," Strafford Webinar, February 2019

"Legal Considerations of Cryptocurrency and Blockchain," The Philadelphia Bar Association Business Law Section's Banking & Commercial Finance, Cyberlaw, and Securities Regulation Committees CLE, Philadelphia, June 26, 2018

"Structuring and Financing M&A Transactions," The Ramifications of the Tax Cuts and Jobs Act on Corporations and Businesses, Pennsylvania Bar Institute, June 4, 2018

"Tax Reform Panel," The Philadelphia Inquirer's 2018 Inquirer Influencers of Finance Awards, April 25, 2018

"After Tax Reform, How Should I Structure My Business?" Philadelphia Bar Association, Business and Tax Law Sections, March 1, 2018

"Important Considerations for Mortgage Companies Relating to Tax Reform," MBA Education, February 20, 2018 

"Tax Reform – Where It Helps and Where It Hurts," Financial Literacy for Attorneys, Philadelphia, January 24, 2018 

"Drafting LLC Operating Agreements," Parts 1 and 2, Professional Education Broadcast Network, June 12 and 13, 2017 

"Tax Issues for a Startup Company at Different Stages," CO+HOOTS, Phoenix, February 23, 2017

"Tax Issues for a Startup Company at Different Stages," PHX Startup Week, Scottsdale, Arizona, February 23, 2017

"Analysis of Changes to Federal Taxation of Businesses," Philadelphia Bar Association, Business Law Section, February 1, 2017

"Issuing Profits Interests in LLCs – Tax and Benefits Aspects," Philadelphia Bar Association, Business Law Section, March 28, 2016

"Tax, Transactional, and Regulatory Aspects of Business Transactions in the Health Care Industry," Ballard Spahr seminar, Atlanta, October 30, 2014

"Foreign Direct Investment in the U.S. – Tax Aspects" and "Planning for Global Expansion – Tax Aspects," Ballard Spahr client seminar, Salt Lake City, June 2014

"Tax Allocation in Partnerships and LLCs - Minimizing Tax Impact Through Strategic Allocation of Income, Gains, Losses and Liabilities," Strafford Webinar, February, April, and November 2013

"Tax Planning for Maximum Benefit in Real Estate Transactions," Vermont Bar Association and Atlanta Bar Association Webinar, January 2013

"LLCs: Latest Developments in Federal and State Tax Treatment," Strafford Webinar, January 2013

"LLCs: Recent Developments and Current Issues," Lorman Webinar, December and June 2012

"Buying and Selling Privately Held Businesses: Tax Planning and Considerations," Institute of Continuing Legal Education in Georgia, November 2012

New York University School of Law (LL.M., taxation, 1997)

Hofstra University School of Law (J.D. 1993)
Member, Hofstra Law Review; Recipient, Award for Excellence in Taxation Courses and Constitutional Law Courses

New York University (B.S. 1990, accounting, cum laude)


Fluent in Urdu


New York


Supreme Court of Georgia