Paul Michael Spizzirri, Esq.

International

Provided U.S. and international transaction advisory services, collaborating with local counsel across South and Central America, Europe, China, South Korea, and Japan.

Tax – Audit Defense

Delivered integrated legal, business, and financial counsel — encompassing federal, state, and local tax planning — to partnerships, LLCs, S corporations, C corporations, and consolidated groups; supervised regulatory and multistate tax examinations.

Expert Witness and Legal Opinions

Retained as an expert witness in complex commercial, tax, and financial litigation matters, providing authoritative testimony on business valuation, forensic accounting, and multi-jurisdictional tax compliance. Prepared and delivered comprehensive legal opinions on matters spanning corporate transactions, securities, and international business law, drawing upon more than 35 years of cross-industry legal and financial expertise. Engaged by counsel on both plaintiff and defense sides to provide objective, court-ready analysis in matters before federal and state tribunals.

Mergers & Acquisitions (Transaction Advisory Services)

Advised clients across the full transaction lifecycle, from pre-deal structuring and legal due diligence through post-acquisition integration and financial control. Provided transaction advisory services to a broad range of industries, with particular emphasis on technology, telecommunications, and financial services sectors. Counseled clients on structured finance, divestitures, reorganizations, and complex corporate transactions encompassing both domestic and cross-border matters. Leveraged six years of experience with the mergers and acquisitions groups of Deloitte & Touche, LLP, Ernst & Young, LLP, and Arthur Andersen, LLP to deliver integrated legal, financial, and strategic guidance throughout every phase of a transaction.

Business Litigation

Managed complex business litigation for thousands of clients worldwide over 35 years, representing both plaintiffs and defendants in federal and state courts across multiple jurisdictions. Successfully resolved landmark cases including Perkins v. Haines, 11th Cir. 2011. Litigated high-stakes commercial disputes encompassing breach of contract, corporate governance, securities fraud, employment matters, and multi-jurisdictional regulatory enforcement actions. Developed and executed litigation strategy for clients ranging from emerging businesses to Fortune 500 corporations, consistently delivering resolution-focused counsel designed to minimize exposure and protect long-term business interests.

Bankruptcy Litigation

Served as Special Counsel to Safety-Kleen Systems, Inc. and Special Counsel to Superior Essex, Inc. in Delaware Bankruptcy Court, providing expert legal counsel in complex corporate bankruptcy proceedings. Represented client interests in bankruptcy-related disputes involving restructuring, creditor negotiations, and asset recovery across large, publicly traded consolidated return groups. Structured multibillion-dollar bankruptcy reorganizations for Safety-Kleen Systems, Inc. and Superior Essex, Inc.

General Counsel

Served as outside general counsel to a diverse client base spanning small emerging businesses to Fortune 500 corporations, providing integrated legal guidance across business, corporate, commercial, employment, securities, taxation, and transactional matters. Refined clients’ business models through proactive project management, identifying profit opportunities and delivering strategic planning solutions to enhance cash flow and increase competitive advantage. Provided guidance on Uniform Commercial Code (UCC) matters, including Article 2 (Sales) and Article 9 (Secured Transactions), to SunTrust Banks, Inc. and BB&T Corporation, prior to their merger to become Truist Financial Corporation. Served as General Counsel to a wide range of clients, with responsibilities encompassing enterprise risk management, dispute resolution, regulatory compliance, contract management, and financial control.

Transaction sizes ranged from $10 million to billions, spanning corporations, partnerships, joint ventures, and Special Purpose Vehicles (SPVs).

• NTT DoCoMo, Inc. — Counseled Japan’s largest mobile telecommunications operator in connection with its approximately $9.8 billion equity investment in AT&T Wireless Services, Inc. coincident with the spin-off of AT&T’s wireless division — constituting one of the largest foreign investments in U.S. telecommunications history. (2000)
• Duke Power Company (Duke Energy Corporation) — Counseled the publicly traded multinational energy company, following its 2006 merger with Cinergy Corporation, in its contemplated acquisition of a nuclear power facility.
• The Brink’s Company — Counseled a publicly traded multinational airport security and facilities company on a tax-free spin-off of service lines misaligned with core strategy under 26 USCA §355, enabling each entity to pursue an independent strategic mission and leading to the creation of the Transportation Security Administration (TSA).
• Multiple Multi-Billion-Dollar Private Equity Funds — Represented several multi-billion-dollar private equity funds in all aspects of mergers, acquisitions, integration, and divestitures.
• Code Hennessey & Simmons (CHS Capital, Inc.) — Represented the firm concerning all aspects of M&A and exit strategies, including tax structuring, due diligence, and post-acquisition integration.
• Safety-Kleen Systems, Inc. — Counseled the multinational environmental waste disposal company and its affiliates on structured dispositions of troubled business lines, Chapter 11 emergence strategy, and post-acquisition tax planning, including navigation of a Busted G Reorganization under 26 USCA §368. Served as Special Counsel in Delaware Bankruptcy Court.
• Superior Essex, Inc. — Counseled the large publicly traded telecom and manufacturing company on structured disposition of troubled business lines and Chapter 11 emergence planning, including navigation of a Busted G Reorganization under IRC §368. Served as Special Counsel in Delaware Bankruptcy Court.
• Complex International Reorganizations — Supervised hundreds of tax-free reorganizations of corporations under 26 USC §368(a)(1)(A)–(G), including subsidiary mergers, both domestic and cross-border. Designed and optimized multiple complex international organizational structures including holding companies, special purpose vehicles, intercompany agreements, and transfer pricing frameworks.
• Multi-Jurisdictional Litigation — Managed, budgeted, and collaborated with local counsel in multi-jurisdictional complex litigation matters worldwide, including alternative dispute resolution in the People’s Republic of China.
• Corporate Strategy Advisory — Collaborated with Board of Directors and executive leadership to formulate and implement corporate strategy, aligning legal and financial functions with evolving organizational objectives.
• Regenicin, Inc. v. Lonza Walkersville, Inc. et al. — Counseled Regenicin, Inc. in federal patent and trade secret infringement litigation, No. 1:13-cv-03596 (N.D. Ga. 2013), involving complex cross-border corporate reorganization matters arising under 26 U.S.C. §368(b).
• Crescent Capital Group — Counseled the firm in the acquisition of Caribou Coffee Company.
• SunTrust Banks, Inc. and BB&T Corporation (now Truist Financial) — Provided guidance on Uniform Commercial Code (UCC) matters, including Article 2 (Sales) and Article 9 (Secured Transactions), prior to the banks’ merger.

Corporate and Tax Matters including mergers and acquisitions; federal, state, and local due diligence; transaction and organizational structural consulting to corporate, financial services, and private equity clientele; structured finance; and major corporate and tax planning. Managed complex business litigation matters for more than a thousand clients throughout the world over the past 35 years.

Practice Leader for the Corporate/Transactional Group and Taxation Group. Georgia Registered Lobbyist (2011–2012). U.S. Law Executive Leadership, Banking and Finance Committee (2012). Served as General Counsel to numerous business clients.

• International Transaction Advisory Services across Europe and Asia.
• Major Federal, State, and Local Tax Planning for partnerships, S corporations, and C corporations.
• Commercial Transaction Support including drafting and reviewing transaction agreements, corporate records maintenance, employment and labor matters, health law, contracts, UCC consulting, and banking law guidance.

• Personally secured two large restructuring engagements with Fortune 500 companies involving the bankruptcy restructuring of large, consolidated return groups.
• Originated cash collections of two million dollars within 18 months from new firm clients.
• Delegated ,000 worth of new engagements to 45 Partners within the first 12 months with the firm.

Transaction Advisory Services including deal structuring, due diligence, post-deal integration, tax attribute management, opinions, and ruling requests. Supervised a staff of ten consultants.

• Led a team that performed several Fortune 100 consolidated Section 382 studies and consolidated stock basis studies for multibillion-dollar international public companies.
• Directed complicated engagements requiring detailed application of consolidated return regulations including computation of consolidated tax attribute carry backs and carry forwards, tiering rules, and intercompany transactions analysis.

Mergers and acquisitions including federal, state, and local tax due diligence, transaction and organizational structuring and tax consulting to corporate and private equity clientele.

• Each due diligence engagement required 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).

Transactional and organizational restructuring involving federal, state, and local income taxation, sales and use taxation, property taxation, and realty transfer taxation (SALT M&A).

Department representative in every aspect of administrative, civil, and appellate state and federal court litigation.

• Drafter of a majority of 1995 state tax legislation for Sales and Use Tax amendments, Cigarette Tax, Property Tax, and Contractor’s Excise Tax. Registered Lobbyist for the Governor’s Office, 1995.
• Property tax administrative law judge, 1995.

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.

Practiced civil and criminal litigation, business and estate planning, corporate law and state securities law.

• Prepared personal and corporate tax returns.
• Co-defended capital murder case.

Additional Professional Experience

Investment Banking.

Taught more than 100 graduate business courses to M.B.A. and M.A.F.M. candidates including: 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).

Education

Bar Admissions & Licenses

• U.S. Supreme Court
• U.S. Court of Appeals for the 11th Circuit
• U.S. Tax Court
• U.S. Federal Courts
• U.S. District Court, Northern District of Georgia, 2003
  • Georgia State & Federal Courts, 2003 (Credential ID 672752)
• U.S. District Court, District of South Dakota, 1993
  • South Dakota State Courts, 1992 (Credential ID 3040)
• State Bar of South Dakota
• State Bar of Georgia
• Georgia Registered Lobbyist (2011 – 2012)
  • Handled international transaction advisory services and litigate tax, business, commercial, and securities cases throughout Latin America, Europe and Asia.
  • Provided federal, state, and local tax planning for partnerships, limited liability companies, S corporations and C corporations, including consolidated returns, basis studies, 382 studies, tax attribute strategies, and tax opinions.
  • Supervised preparation of thousands of commercial tax returns (Forms 1120, 1120S, 1065, 1040 and 1041) prepared within the context of federal or multistate examinations that required forensic reconstruction of financial statements, tax return revisions, and securing refunds or tax reductions through appeals or litigation.
  • Supported commercial transactions by drafting and reviewing agreements and handling matters related to corporate records maintenance, employment and labor, health law, contracts, landlord-tenant issues, real and personal property, shareholder relations, ownership changes, and structured finance. Provided Uniform Commercial Code (UCC) consulting and banking law guidance to financial/banking institutions.
• Registered Lobbyist for Governor’s Office (1995)
  • Represented department in administrative, civil and appellate state and federal court litigation. Practiced in matters involving sales, service, use, contractor’s excise, fuel, prorate, property and bank franchise / income taxation, including collections, foreclosures and Chapter 7, 11, 12 and 13 bankruptcy litigation.
  • Drafted majority of 1995 state tax legislation for sales and use tax amendments, cigarette tax, property tax and contractor’s excise tax. Also drafted administrative regulations and advisory opinions including state tax exemption decisions regarding nonprofit organizations.
  • Acted as department instructor on computer-assisted random sample statistical auditing techniques.
  • Served as property tax administrative law judge, 1995; registered lobbyist for the Governor’s Office, 1995.

Languages

• English
• German

Legal Matters | Case types: Civil Tax (21), Civil (4), Bankruptcy Litigation (20), Bankruptcy Appeal (1), Tax (13), Contracts (10), Breach of Contract (2), Criminal (7), Criminal – Capital Murder (1), Criminal – Habeas Corpus (1), Probate (8), IP (1), IP/Trade Secrets (2), Patent/Trademark (2), Appellate (2), Insurance (1), General Tort (1), Promissory Note (1), Equity (1)

The following is a reverse-chronological selection of 85 docketed matters reflecting the breadth of Mr. Spizzirri’s litigation and Tax Court practice, compiled from Westlaw Litigation Analytics and Bloomberg Law docket records.  Of our numerous docketed cases, here are broad examples of our expertise.

Drawing upon this exceptional multidisciplinary foundation, Paul has served as Senior Graduate Faculty, delivering over one hundred Graduate courses in Federal Taxation, Advanced Accounting, Forensic Accounting, and Business Law to Master of Business Administration and Master of Accounting and Financial Management candidates, enriching instruction through active litigation, valuation, and forensic investigation experience.

• Federal Taxes and Management Decisions (AC553 / AC560) — A two-course sequence covering Federal Taxation focusing on individual and business taxation, corporate reorganizations, mergers and acquisitions, estate and gift taxation, and tax-exempt entities.
• Forensic & Investigatory Accounting (AC574) — Covers investigating and preventing financial fraud, aiding in resolving disputes, expert testimony, valuation calculations and criminal investigations.
• Advanced Accounting (AC559) — Financial accounting practice and theory covering consolidations, foreign currency transactions, partnership accounting, reorganizations, and liquidation.
• Legal, Political and Ethical Dimensions of Business (GM520) — Introduces students to the legal, political, and regulatory controls that define, promote, and limit business practice opportunities.
• Business Law 1 & Business Law 2 (GM597) — Focuses on critical relationships enabling a corporation to contract, finance business transactions, and retain security interests in goods sold on credit.

Continuing Legal Education

Professional Memberships

American Bar Association

• ABA Section of Taxation
• ABA Section of Business Law
• ABA Section of Intellectual Property Law
• ABA Section of International Law
• ABA Section of Dispute Resolution
• ABA Section of Science & Technology Law
• ABA Forum on the Entertainment and Sports Industry
• ABA Solo, Small Firm and General Practice Division
• ABA Law Practice Division
• ABA Section of Litigation
• ABA Senior Lawyers Division

State Bar of Georgia

• Business Law Section
• Center for Lawyer Wellbeing
• Client Security Fund
• Constitutional Law Section
• Corporate Counsel Section
• E-Discovery and Use of Technology Section
• General Practice and Trial Law Section
• Intellectual Property Section
• International Law Section
• Nonprofit Law Section
• Privacy and Technology Section
• Professional Liability Law Section
• Senior Lawyers Division
• Taxation Law Section
• White Collar Law Section

Additional Memberships

• American Trial Lawyers Association
• South Dakota Trial Lawyers Association
• U.S. Law Executive Leadership, Banking and Finance Committee (2012)
• Supreme Court Appointed Mentor — State Bar of Georgia Transition into Law Practice Program
• Delta Sigma Pi
• Theta Xi
• Rotary International
• Graduate Student Business Association
• Knights of Columbus — Advocate & Social Services (2011 – 2020)
• Chamber of Commerce
• South Dakota Jaycees

Speaking Engagements