DIVINA GRACIA CABILDO-YAP

Fields of Practice

Received her Juris Doctor degree from the Ateneo de Manila University School of Law in 2000. She received her Bachelor of Science in Commerce degree, Major in Legal Management from De La Salle University in 1995. She was admitted to the Philippine Bar in 2001. She was a senior associate attorney at the Tax Division of SGV & Co.  She was a lecturer in business law and taxation at De La Salle University.

Relevant Experiences

• Acted as transaction counsel to investment banks for various debt capital market transactions including the PhP2.0B Corporate Notes issued by the Philippine Ports Authority.

• Assisted financial institutions and investment funds that deal with distressed assets and non-performing loans in the Philippines. Work includes the drafting and review of sale and purchase documents, preparation of transaction cost analysis, due diligence review on portfolios of distressed assets, and acquisition structuring.

• Acted as tax counsel in tax refund and assessment cases for various companies including one of the major power generating companies in the Philippines. Work included representing the companies in BIR investigations and verification; preparing documents in relation to the assessments issued against the company at the administrative level; and appearing before the Court of Tax Appeals.

• Assisted in the organization, registration, and post-registration of a multinational confectionary branch in the Philippines, an outsourcing company, a Regional Operating Headquarters and a number of family corporations. Assistance included the registration with the Securities and Exchange Commission (SEC), Department of Trade and Industry (DTI), Bureau of Internal Revenue (BIR), and other relevant government agencies. Work also involved research and drafting of legal and tax opinions concerning operations, regulatory compliance, and structuring. Assisted also in the processing of work visa for the expatriates of these entities.

• Assisted in the spin-off of a distribution division of a multinational company. Work included providing advice on restructuring, legal requirements and procedures, and drafting of documents required by the SEC and BIR. Related work with BIR includes securing a ruling on possible tax consequences of the restructuring.

• Handled other forms of restructuring (i.e. mergers, debt to equity conversion, increase in capital stock, etc.), dissolution of companies including branches of foreign companies in the Philippines and representative offices, registration of corporations with the Board of Investments (BOI) and Philippine Economic Zone Authority (PEZA), and registration of inward remittances with the Bangko Sentral ng Pilipinas (BSP).

• Assisted clients in securing tax credit certificates (TCC), tax clearances/certificate authorizing registration (CAR), and BIR Rulings on various tax issues including tax free exchanges, mergers, and tax treaty relief.

• Acted as counsel for various clients in criminal cases initiated by the BIR for tax code violations.

• Acting as corporate secretary or assistant corporate secretary for various corporations, stock and non-stock. Work includes contract review, drafting documents for various corporate transactions, corporate filings/corporate housekeeping.

• Acting as one of the local legal consultants in a consortium assisting an international advisory group in the review and implementation of public bidding processes in relation to a light rail transit system expansion in Metro Manila. Work includes assistance in the review of relevant laws governing public bidding for government infrastructure projects, drafting legal and contractual documents required for the transaction, and assistance in the presentation of projects to various public and private agencies.

• Acting as one of the local legal consultants for a foreign investor proposing to enter into a Build-Operate-Contract with the DOF/BIR/BOC for an IT project which is projected to increase and improve the excise tax collection of the government.

• Acting as legal counsel advising a subsidiary of a multinational company regarding its promo mechanics and representing them before the Bureau of Food and Drugs (BFAD) with respect to all proceedings relating to the company’s promotions.