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Michael P. Spiro

Michael P. Spiro

Chair, Taxation
o: 203.325.5067

Michael chairs the firm’s Tax group, where his practice focuses on providing federal and state tax advice in connection with domestic and cross-border transactions, including hedge and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings. 

A frequent author and speaker, Michael has particular expertise in complex partnership taxation, the use of qualified small business stock in acquisitive transactions, and the structuring and modification of financial instruments. Representative matters that he advises on include the following:

  • Advising private equity and venture capital fund sponsors on optimization of portfolio company tax attributes including qualified small business stock, basis step-ups, net operating loss utilization and interest deduction maximization.
  • Structuring complex acquisition transactions to provide for tax-deferred rollover.
  • Optimizing global tax in cross-border transactions, including acquisitions, equity compensation design and related party transactions.
  • Advising family offices and investment management clients on tax-efficient compensation structures.

Michael joined the firm in 2007 and became a partner in 2013.  

  • Best Lawyers, Tax Law 2021-2022
  • Connecticut Super Lawyers, Rising Star in Tax 2015-2019
  • New Leader in the Law, Connecticut Law Tribune (2013)
  • Executive Committee, Connecticut Bar Association Tax Section (2014-20)
  • Tax Section, American Bar Association
  • "Liability Shifts in Leveraged Partnership Freezes” Tax Notes Federal (July, 2022)
  • “Drop and Check F Reorganizations and Transferee Liability” Tax Notes Federal (September, 2020) reprinted in Practicing Law Institute Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings (Second Edition)
  • "Private Equity and Qualified Small Business Stock: Tax Implications of Various Holding Company Structures for Control Investments” Journal of Private Equity (October 2019)
  • "Assumptions of Deferred Revenue Liabilities in Rev. Rul. 99-6 Transactions", Journal of Taxation (October 2016)
  • Connecticut Bar Association Tax Section Comments on REG-115452-14 on Disguised Payments for Services (Principal Author)
  • "Partnership Equity Compensation" (co-author with Brett W. Dixon) Practical Law Company, (2013)
  • "Castle Harbour Revisited: Application of the Code Sec. 704(c) Anti-Abuse Rule to Ceiling Rule Distortions," Taxes (October 2012)
  • "Tax-Deferred Management Rollovers In Acquisitions Of Pass-Through Entities," Journal of Taxation (June 2009)


Michael Spiro presented on the topic of "Carried Interest in an Evolving Landscape" at the Foundation Research Associates Private Investment FundTax Master Class.

Michael Spiro presented on the topic of "Carried Interest in an Evolving Landscape" at the Foundation Research Associates Private Investment FundTax Master Class.  See More Here.  Read more

Michael Spiro Quoted in Bloomberg Article on Connecticut Pass-Through Entity Tax

Michael Spiro was quoted in a recent article in Bloomberg exploring possible benefits for private investment fund managers of the new Connecticut Applicable Business Entity Tax.  The article can be found here (subscription required).  Read more

Michael Spiro Authors “Liability Shifts in Leveraged Partnership Freezes” in June 20, 2022 Issue of Tax Notes

The article explores ambiguities and traps for the unwary that are introduced in leveraged partnership freezes, and is available upon request. Read more