THOMAS G. MANCUSO, P.C.
(a Professional Law Corporation)
Thomas G. Mancuso has represented business and individual clients throughout Alabama for over 30 years, focusing on corporate and business law, federal and state taxation, mergers and acquisitions, securities, estate planning, corporate finance, tax controversies, healthcare and trust and estate matters. Mr. Mancuso’s business clients have included public companies, privately held businesses, hospitals, clinics, nursing homes, assisted living facilities, medical practice groups and other healthcare providers, workers’ compensation funds, manufacturing companies and numerous nonprofit organizations. In addition, he advises high-net-worth individuals on taxation, business planning, business succession, family partnerships, limited liability companies and sophisticated estate planning techniques. He has represented clients in dozens of merger and acquisition transaction, divestitures, debt and equity financings, equipment financing and leasing matters, corporate and project finance, real estate syndications, shareholder in the insurance, poultry and healthcare industries. Mr. Mancuso also represents individuals and business in tax controversies before the Internal Revenue Service and the Alabama Department of Revenue.
Mr. Mancuso served for many years as Vice Chairman, Secretary and General Counsel of a large poultry producer with sales throughout the United States and overseas. He has also served as general counsel for a nursing home chain, and has extensive experience with tax, regulatory and operational issues in that industry. He served as counsel to a buyer consortium member hospital in one of the largest acquisitions of healthcare facilities by nonprofit hospitals from a public company. In addition, Mr. Mancuso has served as a director or trustee of a number of nonprofit corporations and charitable foundations and trusts.
He has been an active speaker and author on tax subjects, estate planning, mergers and acquisitions and business entities law. He has served as a Member of the Alabama Law Institute for over 20 years and has been involved in co-drafting many of Alabama’s major business laws, including the new Business and Nonprofit Entities Code, the Alabama Limited Liability Company Act, the Alabama Business Corporation Act, the Alabama Securities Act, the Alabama Limited Partnership Act and the Alabama Professional Corporation Act.
He has served as Chair of the Alabama State Bar Section of Taxation and as President of the University of Alabama Federal Tax Clinic. He has been listed in The Best Lawyers in America since 1989, where he has been recognized in the areas of Corporate Law, Tax Law and Securities Law. Mr. Mancuso has worked extensively on private placements under Regulation D.
Mr. Mancuso began his legal career as a law clerk to Justice John Peter Kohn and then worked for Justice James N. Bloodworth of the Alabama Supreme Court. He also served as a legislative aide to U.S. Senator John J. Sparkman and Assistant Counsel to the U.S. Senate Select Committee on Small Business. He served for many years as Staff Judge Advocate for the 187th Tactical Reconnaissance Group, Alabama Air National Guard, retiring with the rank of Major.
In addition to his professional activities, Mr. Mancuso is active in civic and community affairs, including service as a member of the Montgomery Area Chamber of Commerce Committee of 100, as a director of the Montgomery Boys and Girls Club and the St. Margaret’s Hospital Foundation, and as a member of the University of Alabama National Estate Planning Advisory Council and the Huntingdon College Estate Planning Council, among others.
Professional Associations: Member, American (Tax Section and Subcommittee on Professional Corporations; Committee on Employee Benefits; Section of Business Law; and Section of Real Property, Probate and Trust Law), Alabama, Federal (Tax Section) and Montgomery County Bar Associations; Former Chairman, Section of Taxation, Alabama Bar Association; Former Member, Alabama Bar Association Liaison Committee with Internal Revenue Service; Former Chairman, University of Alabama Federal Tax Clinic; Former Chairman, Point Clear Tax Seminar; Former Chairman, Montgomery Estate Planning Council; Former Chairman, Subcommittee on Estate Planning For the Professional, Personal Service Corporation Committee of the Section of Taxation of the American Bar Association; Former Member, Subcommittee on Owning Entities, Syndications and Government Subsidized Housing of the Tax Section of the American Bar Association.
Co-Draftsman, Alabama Law Institute Committees:
• Alabama Business and Nonprofit Entities Code;
• The Alabama Revised Business Corporations Act;
• The Revised Alabama Limited Partnership Act;
• The Alabama Limited Partnership Act;
• The Alabama Limited Liability Company Act;
• The Alabama Limited Liability Amendments;
• The Revised Alabama Limited Liability Company Act;
• The Alabama Unincorporated
• Professional Association Act and the Professional Corporation Act;
• The Alabama Revised Securities Act;
• The Alabama Securities Act;
Professional Listings: The Best Lawyers in America in the practice areas of: Corporate Law, Mergers and Acquisitions Law, Securities/Capital Markets Law and Tax Law. Mr. Mancuso has also been honored for having been listed in “Best Lawyers in America” since 1989.
Former Lecturer: Jones Law Institute – Corporations; Federal Income Taxation of Corporations and Shareholders; Partnerships and Agency.
Publications and Lectures: General Provisions – “The Hub”: 2010 Business and Non-Profit Entities Seminar. University of Alabama Continuing Legal Education;
Current Hot Topics in the Federal and State Taxation: Legislation, Cases and Rulings Affecting Pass Through Entities and Real Estate, Southeast Association of Tax Administrators.
Alternative Compensation Plans for Association Executives, Alabama Bankers Association and the Alabama Council of Association Executives;
Tax Issues in the Formation and Operation of an Alabama LLC, Alabama Bar Institute for Continuing Legal Education;
Forming the Partnership: Tax Planning and Problems, First Alabama Bank Continuing Education Program for Certified Public Accountants;
Choosing the Right Business Entity in Alabama for Tier I and Tier II Vendors, Hyundai Supplier Organization Meeting;
Asset Preservation: Avoiding an Economic Hiroshima, Montgomery Country Medical Association;
Asset Prevention: Avoiding an Economic Hiroshima, Alabama Society of Certified Public Accountants – Montgomery Chapter;
Limited Liabilities Companies Seminar, Alabama Bar Institute for Continuing Legal Education;
Limited Liability Companies Seminar: The Entity for Choice in Alabama, National Business Institute;
The New Alabama Securities Act, Cumberland School of Law – Securities Act Seminar;
Considerations in Buying and Selling a Business in Alabama, National Business Institute;
Real Estate Partnerships and Syndications, National Business Institute;
The Classification Problems of Limited Partnerships, 1981 Annual Meeting of Alabama State Bar – Section of Corporation, Banking and Business Law;
Some Aspects of Condominium Development, The Alabama Lawyer;
Recent Development in Business Representation: The Alabama Limited Liability Company Act and The Multi-State Tax Compact, Annual Alabama Update Seminar;
Probate: Beyond The Basics, National Business Institute;
Charitable Giving: Some Estate Planning Techniques, Alabama Bar Institute For Continuing Legal Education;
Charitable Giving, The University of Alabama Federal Tax Clinic;
Charitable Lead Trusts, The University of Alabama Federal Tax Clinic;
Post Mortem Estate Planning, Alabama Bar Institute For Continuing Legal Education;
How to Avoid Problems in Preparing Form 706, The University of Alabama Federal Tax Clinic;
Donee Liability For a Donor’s Gift Taxes, Estate Planning Magazine;
Tax Issues in the Formation and Operation of a Limited Liability Company, Cumberland School of Law Tax Seminar;
Current Developments in Business Representation, Alabama Bar Institute For Continuing Education;
Basic Tax Problem Areas For the General Practitioner, Alabama Bar Institute For Continuing Legal Education;
Tax Problems in the Formation of Partnerships, Cumberland School of Law, Partnership Taxation Seminar.
Civic and Other Professional
Activities: Former Vice Chairman of the Board and Corporate Secretary – Sylvest Farms, Inc. and its subsidiaries. In 2005, Sylvest was the 25th largest poultry producer in the United States and employed approximately 1,200 people in Alabama and Georgia. Sylvest sold products throughout the United States and in international markets.
Member – Committee of 100, The Industrial Arm of the Montgomery Area Chamber of Commerce (formerly known as The Men of Montgomery)
Former President – Montgomery County Chapter of the University of Alabama Alumni Association
Former Director – The Montgomery Country Club and Beauvoir Club
Former Director – The Montgomery Boys and Girls Club
Former Member – The University of Alabama National Estate Planning Advisory Council
Former Member – Huntingdon College Planned Giving Council
Former Director – Whitfield Foods, Inc. (Director for 19 years until death of senior member of Whitfield Family)
Former Director – The Solon and Martha Dixon Foundation (one of the largest private foundations in Alabama)
Former Director – The Gunter Dixon Foundation
Former Trustee – The Thelma Dixon Charitable Trust (large charitable trust of which I was the sole Trustee for 18 years)
Former President and Director – The Neighborhood of Caribe Homeowner’s Association, Inc.
Chairman – Covenants Committee of the Wynlakes Residential Homeowner’s Association
Member – Montgomery Country Club, Wynlakes Country Club (former member Shoal Creek and Kelly Plantation Destin, Florida)
Military Service: Served as Staff Judge Advocate for the 187th Tactical Reconnaissance Group Alabama Air National Guard. Attained rank of Major and retired after approximately 13 years of service. The 187th was comprised of approximately 2,000 men and women.