Introduction: Paul Michael Spizzirri, Esq., J.D., LL.M., M.B.A., M.A.F.M.
Hall Booth Smith and Slover, P.C.
191 Peachtree Street N.E., Suite 2900
Atlanta, GA 30303
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Professional Experience
2010 - Hall Booth Smith and Slover, P.C., Atlanta, GA partner
Practice leader - corporate/transactional group
Practice leader - taxation group
Georgia registered lobbyist
2004 - 2010 Spizzirri Law Offices, Atlanta, GA partner.
Spizzirri Law Offices acts as general counsel to numerous small and medium-sized business clients while also providing transaction advisory services to clients in the context of business change. During the last 4 years, 40% of firm revenues were derived from international matters including working with local counsel in foreign countries. Mergers, acquisitions, divestitures, and reorganizations transform a business, and these transformations are our specialty.
After counseling clients through corporate change events, we continue to provide value by advising clients through the post-acquisition integration process. Our process endeavors to constantly refine each client's business model by identifying profit opportunities and then offering proactive planning solutions to exploit these opportunities enhancing each client's cash flow and competitive advantage.
* Transaction advisory services (60% domestic/40% international)
* Major federal, state and local tax planning for partnerships, S corporations and C corporations including consolidated returns, basis studies, 382 studies, tax attribute strategies, drafting tax opinions
* We prepared approximately one thousand commercial tax returns (forms 1120, 1120s, 1065, 1040 and 1041) during the past six years. Most of these returns were prepared in the context of an examination and often required reconstructing financial statements employing forensic methods, preparation of tax returns from these reconstructed financials and then securing refunds or tax reductions through appeals or litigation
* Commercial transaction support including drafting and reviewing transaction agreements, corporate records maintenance, employment and labor matters, health law, contracts, landlord-tenant matters, real and personal property transactions, shareholder relations, ownership changes and structured finance
* Tax, business and commercial litigation
* Supervised a staff of five attorneys and eight support staff
2002 - 2004 Duane Morris, LLP, Atlanta, GA partner
* Corporate and tax matters including mergers and acquisitions
* Federal, state and local due diligence, transaction structural consulting and organizational structural consulting to corporate, financial services and private equity clientele
* Structured finance
* Federal, state and local major corporate and tax planning
* Transaction routinely required a detailed analysis of cushion and contingency work papers before the promulgation of fin 48 and the computation of a tax basis balance sheet through the application of FAS 109
* Personally secured two large restructuring engagements with fortune 500 companies involving the bankruptcy restructuring of very large consolidated return groups one of which had over 200 subsidiaries in several countries
* Originated cash collections of nearly two million dollars within 18 months from new firm clients
* Delegated $500,000 worth of new engagements to 45 partners within the first 12 months with the firm
2000 - 2002 Arthur Andersen, LLP, Atlanta, GA tax senior manager
Transaction advisory services including deal structuring, due diligence, post-deal integration, tax attribute management, opinions and ruling requests. Managed multiple and challenging m&a tax engagements, participating in due diligence projects related to the acquisitions by private equity investor groups and strategic corporate buyers. Supervised a staff of ten consultants.
Transaction routinely required a detailed analysis of cushion and contingency work papers prior to the promulgation of fin 48 and the computation of a tax basis balance sheet through the application of fas 109. Lead a team that performed several fortune 100 consolidated 382 studies and consolidated stock basis studies for multi-billion dollar international public companies.
* Provided extensive support for the firm's compliance services resolving issues arising during the preparation of client tax returns.
* Every due diligence engagement required the review of federal, state and local tax returns potentially including returns reporting income, franchise, gross receipts, sales, use, personal property, real property, ifta, and prorate taxes.
* Directed several complicated engagements which required a detailed application of the consolidated return regulations including the computation of consolidated tax attribute carry backs and carry forwards, tiering rules, and intercompany transactions analysis
1998 - 2000 Ernst and Young, LLP, Chicago, IL manager
Mergers and acquisitions including federal, state and local tax due diligence, transaction and organizational structuring and tax consulting to corporate and private equity clientele. Transaction routinely required a detailed analysis of cushion and contingency work papers prior to the promulgation of fin 48 and the computation of a tax basis balance sheet through the application of fas 109.
* Every due diligence engagement required the review of federal, state and local tax returns including returns for income, franchise, gross receipts, sales, use, personal property, real property, IFTA, and prorate
* Managed a team that deployed tax products concerning research and development, transaction costs and uniform capitalization analysis (inventory accounting)
1997 - 1998 Deloitte and Touche, LLP, Atlanta, GA, supervising senior consultant
Transactional and organizational restructuring involving federal, state and local income taxation, sales and use taxation, property taxation and realty transfer taxation. (salt m&a).
* Lead the eastern region in billable hours and utilization.
1993 - 1996 Department of Revenue and Regulation, Pierre, SD attorney at law
Department representative in every aspect of administrative, civil and appellate state and federal court litigation. Practice areas include sales, service, use, contractors excise, fuel, prorate, property and bank franchise/income taxation including collections, foreclosures and chapter 7, 11, 12 and 13 bankruptcy litigation.
* Drafter of a majority of 1995 state tax legislation including sales and use tax amendments, service tax amendments, cigarette tax amendments, property tax amendments, contractor's excise tax amendments, and the health care provider tax
* Registered lobbyist for the governor's office, 1995
* Drafter of administrative regulations and advisory opinions including state tax exemption decisions regarding nonprofit organizations
* Department instructor of computer-assisted random sample statistical auditing techniques
* Property tax administrative law judge, 1995
1992 - 1993 Kabeiseman, Hosmer and Kettering, LLP Yankton/Tyndall, SD attorney at law and branch office manager
General practice of law including civil and criminal litigation, personal and corporate tax return preparation, business and estate planning, corporate law and state securities law. Co-defended a capital murder case.
Additional experience
2000 - Keller Graduate School of Management, Atlanta, GA senior faculty member.
Instructor of advanced studies in federal taxes and management decisions (ac560), federal taxation (ac553), advanced financial accounting and reporting issues (ac559), forensic and investigative accounting (ac574) legal, political and ethical dimensions of business (gm520), and business law (gm597) courses that are offered to graduate business degree candidates.
2009 - Intelligent Edge Advisors, New York, New York senior advisor
Short bond transactions and merger arbitrage transactions, general investment banking and business development.
University Education
1999 - 2006 -- master of accounting and financial management (M.A.F.M.) Keller Graduate School of Business, Atlanta, GA
1996 - 1997 -- master of laws (post-doctorate degree in tax laws) (ll.M.), De Paul University, School of Law, Chicago, IL
1989 - 1992 -- Doctor of Jurisprudence (J.D.)
University of South Dakota, School of Law, Vermillion, SD
1988 - 1989 -- master of business administration (M.B.A.)
University of South Dakota, school of business, Vermillion, SD
1984 - 1988 -- bachelor of business administration (B.B.A.)
University of Iowa, School of Business, Iowa City, IA
Awards and Memberships
Cambridge who's who executive of the year, 2009 (legal services); Marquis who's who in american law, Platinum who's who, International who's who of Professionals, Cambridge who's who and Strathmore's who's who, the American Bar Association (aba) sections of taxation and business law, ABA prior member sections of government and public sector law and litigation; American Trial Lawyers Association, Georgia Bar Association; supreme court appointed mentor - state bar of Georgia transition into law practice program, South Dakota Trial Lawyers Association, South Dakota Jaycees, Chamber of Commerce, Rotary International, gsbaa, delta sigma pi, theta xi, knights of columbus' advocate.
Licenses
* Georgia state and federal courts
* United States Supreme Court
* United States Tax Court
* United Sates Securities and Exchange Commission
* South Dakota state and federal courts
Speaking Engagements
* The Council for International Tax Education (CITE), section 382 planning, 2001
* National Business Institute (NBI) mergers and acquisitions in Pennsylvania -- the art of doing deals, 2002
* Professionalism in Georgia, Georgia CLE, 2009
* Georgia CLE - income taxation and capital transactions, 2011
* ABC - World News with Diane Sawyer (interview concerning irs practice and procedure)
Continuing Professional Education
1994 National Association of Attorney Generals: bankruptcy and the government lawyer; advanced bankruptcy case studies primarily in taxation; Orlando, FL
1994 Multi-State Tax Commission: state tax sovereignty in a global economy - implications of gatt/gats; business/non-business income and income taxation; Rapid City, SD.
1997 Deloitte and Touch: income taxation masters program; Milwaukee, WI.
1999 Ernst and Young LLP: mergers and acquisitions; Washington, D.C.
2000 Arthur Andersen LLP: transaction advisory services; Las Vegas, NV.
2003 Practicing Law Institute (New York): tax planning for domestic and foreign partnerships, LLCs, joint ventures and other strategic alliances
2004 Practicing Law Institute (New York): corporate acquisitions, dispositions, spin-offs, joint ventures, financings, reorganizations and restructurings; New York, NY
2006 Practicing Law Institute (New York): understanding the securities laws 2006
2007 Practicing Law Institute (New York): understanding the securities laws 2007
2008 Georgia CLE - electronic discovery
2009 Georgia CLE - legal professionalism in Georgia (presentor)
2010 Icle - business law symposium 2010
2011 Georgia CLE - income taxation and capital transactions (presentor)
Representative Projects and Matters Completed for Clients
Counsel to a leading publicly traded, national financial institution supporting the formulation of structured finance vehicles in order to segregate collateral, simplify transaction structuring and lower the cost of borrowing for the banks corporate and investment banking clientele.
Counsel to a publicly traded, multinational environmental waste disposal concern, and its affiliates, in formulating the structured disposition of financially troubled business lines, formulating a vehicle to facilitate the company's emergence from a chapter 11 bankruptcy reorganization, and continued post-acquisition implementation of planning solutions to lower the company's effective tax rate.
Counsel to a publicly traded, multinational airport security and facility services concern in connection with a successful spin-off of certain services lines, which had evolved in a manner inconsistent with the existing business strategy of the larger organization. The spin-off allowed each separate company to pursue its own strategic mission.
Counsel to a large publicly traded telecommunications and manufacturing company providing services including formulating the structured disposition of financially troubled business lines, formulating a vehicle to facilitate the company's emergence from a chapter 11 bankruptcy reorganization, and continued post-acquisition implementation of planning solutions to lower the company's effective tax rate.
Counsel to a foreign business concern in its multi-billion dollar investment in the wireless division of a multinational telecommunications company and in the subsequent spin-off of that division. Evaluated and proposed alternative tax efficient structures, confirmed whether each alternative may interfere with the qualification of the spin-off and conducted federal, state and local tax due diligence on the target.
Counsel to a publicly traded, multinational energy company in its contemplated acquisition of a regulated regional energy provider. Evaluated and proposed alternative tax efficient and conducted federal, state and local tax due diligence on the target.
Counsel to several substantial private equity funds in all aspects of mergers, acquisitions, and exit strategies including federal and state tax structuring, federal, state and local tax due diligence, and post-acquisition implementation of planning solutions (including value-added transactional and organizational restructuring to reduce effective tax rates). Transaction sizes ranged between a $10 million purchase price to a purchase price of several billion dollars and involved corporations, partnerships and limited liability companies.
Graduate Teaching Assignments
During the past ten years, I have taught over 100 courses in advanced accounting, taxation and business law to graduate business students pursuing either a master of business administration or a master of accounting and finance graduate degree. A brief description of each course is set forth below.
Federal Taxes and Management Decisions AC553/AC560
This course, ac553, is the first in a two-course sequence covering federal taxation. This course focuses on individual taxation in the business context-such as self-employed entrepreneur, investor, or employee. It also introduces tax concepts for corporations and s-corporations.
The companion course, advanced studies in federal taxes and management decisions, ac560, focuses more intensely on taxation for business activity such as for corporations, partnerships, and other types of business associations. Topics included in this course include an introduction to federal taxation, purpose of taxation, types of taxation, tax avoidance vs. tax evasion, tax research tools and techniques, sources and weight of authority for tax law, individual taxation, taxation of corporations, and taxation of s-corporations, gross income, exclusions from gross income, deductions from gross income, itemized deductions, tax accounting, property transactions - determination of basis, gains and losses, and non-recognition of gains and losses.
Advanced studies in federal taxes and management decisions is designed to expand the coverage and complexity of corporate and partnership taxation and introduces topics such as corporate reorganizations, estate and gift taxation, fiduciary accounting, tax-exempt entities and qualified and non-qualified plans.
Forensic and Investigatory Accounting AC574
"Forensic" refers to activity that involves investigation done in a legal manner. In the accounting arena this involves, investigating and preventing financial fraud, aiding in resolving disputes, offering support during litigation including expert testimony, valuation calculations and other criminal investigations including terrorist and money-laundering schemes. Forensic accounting is definitely a critical tool in bridging the gap between "number crunching" and legal acceptance of financial evidence, a bridge that is vital in our complex post-enron, post-9/11 global world.
Advanced Accounting AC559
This course covers financial accounting practice and theory in relation to consolidations, foreign currency transactions and financial statement translation, partnership accounting and special accounting topics surrounding formation, maintenance, reorganizations and liquidation.
Legal, political and ethical dimensions of business GM520
the legal, political and ethical dimensions of business introduces students to the legal, political, and regulatory controls that define, promote and limit business practice opportunities. The fundamental interaction of law, politics, ethics and corporate social responsibility is emphasized.
Topics include business and the legal system, foundation of business ethics, the constitution and business, regulatory and administrative agencies, regulation of private business conduct, the employer-employee relationship, the formation and performance of contracts, ownership and control of business, antitrust, trade practices and consumer protection, securities law, land-use and environmental protection, and the legal environment of international business.
Business Law GM597
GM597 focuses on those critical relationships that make it possible for a corporation to do business including the ability to contract for goods or services, the need for financial instruments to finance business transactions, and the need to retain security interests in goods sold on credit. The course also includes a serious discussion of how we organize to do business (sole proprietor, partnership or corporation) and the consequences of that decision.
