McClanahan

Randy is a business attorney with experience in corporate law, taxation law, mergers and acquisitions, executive compensation, venture capital and private equity transactions, and the legal aspects of accounting and auditing.

• Tax
• Mergers & Acquisitions
• Corporate Governance
• Organization & Capital Formation
• Taxation of Businesses
• State & Local Tax
• Tax Controversy
• Economic Development

• Representation of clients in numerous transactions involving business mergers and acquisitions, dispositions and reorganizations.
• Representation of private businesses in formation, organization and business planning.
• Representation of private equity investors in connection with investments in various businesses.
• Advise clients regarding federal, state and international tax issues.
• Advise clients regarding the structure of executive compensation plans.
• Advise clients regarding accounting issues in transactional and litigation matters.
• Appointed as special master to address accounting disputes and business valuation issues in various litigation proceedings.

• Martindale-Hubbell®
  • AV®-Preeminent™ Peer Review Rated
• Chambers USA, America's Leading Lawyers for Business
  • Corporate/Commercial (Alabama), 2023-2024
  • Tax (Alabama), 2024
• Best Lawyers in America®
  • Tax Law, 2016-2025
  • Mergers and Acquisitions Law, 2024-2025
• Birmingham Business Journal
  • Best of the Bar, 2020
• Certified Public Accountant, Alabama and Georgia
• National Conference of Lawyers and Certified Public Accountants, 2010-2013 and 2018-2021
• Certified Valuation Analyst
• Instructor, Corporate Law, Birmingham School of Law, 2003-2006

• Alabama, 1992

• University of North Carolina, J.D., 1992
• Duke University, M.B.A., 1989
• University of Alabama, M.T.A., 1983
• Auburn University, B.S., Accounting, cum laude, 1982

• American Bar Association
  • Business Law Section
    • Audit Responses Committee
      • Chair, 2019-2022
    • Law and Accounting Committee
      • Chair, 2014-2017
      • Vice Chair, 2011-2014
      • Accounting Standards Subcommittee
        • Chair, 2005-2011
    • Corporate Documents and Process Committee
      • Chair, 2010-2013
• Birmingham Bar Association
• Alabama Bar Association
• American Institute of Certified Public Accountants
• National Association of Certified Valuation Analysts
• Alabama Society of Certified Public Accountants

• Co-Author, "Venture Capital & Public Offering Negotiation, Third Edition," Chapter 1 - Agreement of the Limited Partnership, 2023.
• Speaker, "Preparing for the Far Reach of the Corporate Transparency Act," Estate Planning Council of Mississippi, September 12, 2023.
• Moderator, "Fundamentals of Audit Response Letters in 2020," American Bar Association, Business Law Section, November 18, 2020.
• Co-Author, “The ABA Statement on Audit Responses: A Framework that Has Stood the Test of Time,” The Business Lawyer, Vol. 75, No. 3, Summer 2020. 
• Speaker, “2019 Accounting Update for Securities Lawyers,” American Bar Association, Business Law Section’s Fall Meeting, Washington, D.C., November 22, 2019.
• Speaker, “Start Smart 2:0: Advising Start-Ups on Formation and Early State Organizational Issues,” American Bar Association, Section of Business Law Spring Meeting, Vancouver BC, March 28, 2019.
• Speaker, “Basics of Accounting for Lawyers,” American Bar Association, Webinar, June 29, 2017.
• Speaker, “ Lawyer’s Role in the Audit Response Process:  Online Legal Confirmations-Driving Efficiency and Enhancing Client Service, American Institute of Certified Public Accountants, Accounting and Auditing Conference, Baltimore Md., July 13, 2015.
• Speaker, "Tax Implications of Compensating Board Observers and Advisors," American Bar Association Section of Business Law, Annual Meeting, San Francisco, Calif., August 9, 2013.
• Speaker, "U.S. Taxation for U.S. Businesses Doing Business in Brazil," Brazilian American Chamber of Commerce Southeast, Atlanta, Ga., November 13, 2012.
• Speaker, "Fundamentals of Sound Corporate Record Keeping: Key Principles and Practices That Every Corporate Secretary Should Know," American Bar Association, Section of Business Law, Annual Meeting, Chicago, Ill., August 4, 2012.
• Speaker, "Guiding the Private Company Board Meeting- Best Practices and Avoiding Pitfalls," American Bar Association, Section of Business Law, Spring Meeting, Las Vegas, NV, March 22, 2012.
• Author, "Assignment, Delegation and Choice of Law Provisions in Commercial Agreements," The Practical Lawyer, June 2011.
• Author, "Assignment, Delegation and Choice of Law Provisions in Commercial Agreements," Business Law Today, October 2010.
• Speaker, "Never Really Thought About It: Understanding ‘Miscellaneous’ Provisions and Other Background Text in Agreements," American Bar Association, Section of Business Law, Annual Meeting, San Francisco, Calif., August 6, 2010.
• Speaker, "Shareholders’ Agreements: Key Provisions and Purposes, Including Funding Buy-Sell Obligations," American Bar Association CLE Teleconference, June 9, 2010.
• Author, "FASB Amends Impairment Guidance for Certain Beneficial Interests," ABA Section of Business Law eSource, April 2009.
• Speaker, "LLC Agreements – Balancing Simplicity, Safeguards and Deal Points," American Bar Association, Section of Business Law Spring Meeting, Dallas, Texas, April 10, 2008.
• Speaker, "LLC Agreements – Balancing, Simplicity, Safeguards and Deal Points," American Bar Association, Section of Business Law, Middle Market and Small Business Committee Meeting, Laguna Nigel, Calif., January 10, 2008.
• Author, "Accounting for Uncertainty in Income Tax Positions: FASB Interpretation No. 48," ABA Section of Business Law eSource, March 2007.
• Author, "New Standard on Accounting for Pension and Other Post-retirement Plans," ABA Section of Business Law eSource, January 2007.
• Speaker, "Flow-through Entities in Alabama: What You Need to Know," Lorman Education Services, August 29, 2006.
• Author, "Proposed Change in Accounting for Pension and Other Post-Retirement Liabilities Threaten to Alter Business Agreements," Birmingham Business Journal, June 23, 2006.
• Speaker, "Tax Issues in Alabama: Mergers and Acquisitions," National Business Institute, December 9, 2004.
• Speaker, "The Basics of Business Finance for Managers and Non-Financial Professionals," Sterling Education Services, Inc., July 14, 2004.
• Speaker, "Negotiating and Drafting Acquisition Agreements in Alabama," National Business Institute, April 21, 2004.