Thomas J. St. Ville Esq.

Miles & Stockbridge P.C.
St. Ville, Thomas J.

Tom St. Ville is a Principal and resident in Miles & Stockbridge's Baltimore office. His practice is concentrated in employee benefits law and executive compensation under ERISA and the Internal Revenue Code. He counsels public and private companies, as well as non-profit employers, on all facets of employee benefit and executive compensation programs, including tax-qualified pension and savings plans, executive deferred compensation, welfare plans, including HIPAA and COBRA compliance, and fiduciary and prohibited transaction issues arising in connection with management and investment of plan assets. 

Mr. St. Ville also advises businesses and their owners regarding the design and use of equity compensation programs, such as stock options and other stock-based programs. He has principal responsibility for advising clients concerning the use of employee stock ownership plans, and has experience in the use of ESOPs in a wide variety of transactions, including leveraged buy-outs, merger and acquisition transactions and as a take-over defense. These transactions have ranged in size from under $2 million to over $30 million. He has also served as counsel to numerous banks and other lenders and trustees in ESOP transactions.

Mr. St. Ville is a frequent speaker on employee benefits and executive compensation topics and has authored several articles for such publications as The Journal of Taxation, The Journal of Compensation and Benefits and The Journal of Pension Planning and Compliance. He is also the author of the "Stock Option Litigation Guide" (Pike & Fischer, 2002) and is a contributing author to the "Employee Benefits Law (Second Edition)" (BNA) treatise prepared by the ABA Section of Labor and Employment Law.

He received his A.B. from the University of Notre Dame, his J.D. from the University of Tulsa College of Law, and his LL.M. from the University of Denver College of Law.


Author of BBNA Stock Options and Other Equity-Based Compensation Arrangements.  This portfolio outlines and analyzes the tax, corporate, securities, and accounting considerations that are relevant when establishing and maintaining an equity-based compensation plan. The type of plans analyzed include: stock option plans (involving both nonqualified and incentive stock options); employee stock purchase plans; restricted stock plans; phantom equity arrangements; and performance shares or units programs.  The tax considerations for both the employer and the employee are discussed. Fiduciary duty concerns involving directors and shareholder approval requirements are also analyzed.