Paolo G. Amoruso

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Paolo G. Amoruso – Attorney at Law

Phone: +1.713.869.1544
Email: pga@mcgowenfowler.com
www.linkedin.com/in/paolo-g-amoruso

 

EXPERIENCE

McGOWEN & FOWLER, PLLC
Partner: July 2017 – Present

  • Transactional and Tax counsel with 20 years of experience advising companies on a wide range of corporate and international matters including mergers and divestments in the energy sector.
  • Experienced in internal investigations, compliance, and anti bribery matters in over 15 countries. Focus on acquisition due diligence, corporate structure, design and implementation

PAOLO G. AMORUSO, PLLC
Member: July 2016 – July 2017

  • External General Counsel and Corporate Secretary for Hyperdynamics Corporation (OTCQX:HDYN) with responsibility for general, corporate, and transactional matters.
  • Board and management counsel on fiduciary duties, Securities and Exchange Commission (“SEC”) 1934 Act filings, including Proxy filings, 10-K, 10-Q, and 8-k disclosures.
  • Transactional counsel advising private and public companies on a wide range of corporate and international matters in the energy industry.
  • Lead counsel on the negotiations of joint venture agreements including Production Sharing Contracts, Purchase and Sale Agreements, Farmouts, and Operating agreements.
  • Counsel advising on risk and litigation mitigation strategies of Ethics, Compliance, and Foreign Corrupt Practices Act programs.
  • Implemented a fully integrated corporate governance and anti-bribery program following a multi-year Foreign Corrupt Practices Act (“FCPA”) investigation by the Department of Justice
    (“DOJ”) and SEC.

HYPERDYNAMICS CORPORATION (OTCQX: HDYN)
Vice President of Legal and Commercial Affairs and Corporate Secretary: June 2010 – July 2016

  • General Counsel and Corporate Secretary with responsibility for all major business transactions, including financings, joint ventures, and divestitures.
  • Negotiated Production Sharing Agreement amendments and multiple Joint Operating Agreements, Drilling Contracts and related service contracts for Hyperdynamics’ offshore drilling programs.
  • Evaluated and led the pre-acquisition due diligence team on potential joint ventures in Azerbaijan, Gabon, Israel, Russia, Ukraine and Latvia.
  • Led the successful farmout effort of a 40% working interest of Hyperdynamics’ concession to Tullow Oil Corporation and transfer of operatorship.
  • Corporate counsel in a $40 Million Private Investment in Public Equity transaction with Blackrock Corporation in 2010, a $150 Million Public Offering in 2011, and a $30 Million Registered Direct Offering in 2012.
  • Responsible for the coordination of a multi-year FCPA investigation of Hyperdynamics that ultimately resulted in a declination by the DOJ and a favorable ruling by the SEC in late 2015.
  • Coordinated the design of a “best practices” anti-bribery compliance program for Hyperdynamics’ international operations.
  • Corporate counsel in Hyperdynamics’ listing to the New York Stock Exchange from the NASDAQ in 2011.
  • Managed the Company’s external counsel regarding strategic defenses and settlement of disputes.
  • Successfully defended eight shareholder and derivative lawsuits including three Delaware Section 220 Demands.
  • Responsible for the coordination and preparation of Board meetings, minutes, and filings including the governance framework and regulatory filings for Hyperdynamics Corporation.
  • Responsible for the Human Resources function in the United States and Guinea for Hyperdynamics Corporation.
  • Primary legal advisor for SEC 1934 Act filings and compliance including 10-K’s, 10-Q’s, and 8-K’s.

DEVON ENERGY CORPORATION (NYSE: DVN)
Assistant General Counsel – International Division: December 2004 – June 2010

  • Lead counsel responsible for joint venture agreements, lifting agreements as well as day to day operations on behalf of Devon Energy China Ltd.
  • Implemented a handover of operatorship to China National Offshore Oil Corporation (“CNOOC”) after Devon’s sale of the Panyu oil field.
  • Negotiated three Production Sharing Agreements with CNOOC on behalf of Devon Energy China Ltd.
  • Negotiated the sale of Devon’s assets to British Petroleum and Chevron Corporation as part of Devon’s exit from international operations.
  • Lead counsel for Devon’s West African operations including country entry and exit implementation.
  • Primary legal advisor to Devon’s Business Development Group. Responsible for corporate due diligence evaluations and country entry strategies.
  • Corporate counsel to Devon’s Syrian and Egyptian subsidiaries including negotiating Production Sharing Contracts, Joint Operating Agreements, drilling contracts, and related Master Service Agreements.
  • Co-counsel focal point for the FCPA for all of Devon’s international subsidiaries with primary responsibility for Nigeria and China.
  • Closely involved in a multi-year FCPA investigation of Devon’s legacy West African assets by the DOJ and the SEC.

Tax Counsel: July 2003 – December 2004

  • Primarily responsible for integrating legacy Devon and Ocean Energy companies following their merger in 2003.
  • Led a tax optimization strategy group review of Devon’s international operations that resulted in over $100 million of repatriated assets tax-free.
  • Tax Counsel for Syria, Egypt, Nigeria, Angola and Gabon with responsibility of optimizing acquisitions and divestitures.
  • Restructured Devon’s Gulf of Mexico and international assets in order to optimize the use of profits against exploration expenditures.

SHELL OIL COMPANY
Tax Attorney: January 1998 – July 2003

  • Advisor to Shell’s Merger, Acquisition, and Divestment group on issues involving corporate and international taxation, including the planning of various multi-billion dollar transactions with extensive involvement in the negotiation, structure, and compliance process.
  • Provided tax advice to Shell’s Brazilian and Dutch subsidiaries in order to optimize worldwide tax for the Royal Dutch Shell group.
  • Tax counsel for Shell Finance Services in the sale of a division for $250 Million and for Shell Oil Company in a $1 Billion divestment of a US gas pipeline.
  • Part of a dedicated legal, tax, and commercial team responsible for evaluation and planning for acquisitions on behalf of Shell Capital.
  • Lead Tax counsel for the integration and commercialization of Shell’s Unconventional Resource Energy group.

LANGUAGES

Fluent in Italian and Spanish with a working knowledge of French.

EDUCATION

MASTER of LAWS (in TAXATION)
NEW YORK UNIVERSITY SCHOOL OF LAW, May 1999.

DOCTOR of JURISPRUDENCE, Cum Laude
UNIVERSITY OF HOUSTON LAW CENTER, May 1997.

MASTER of BUSINESS ADMINISTRATION
UNIVERSITY OF HOUSTON, May 1997.

BACHELOR of SCIENCE in ECONOMICS
UNIVERSITY OF HOUSTON, Aug. 1993.