Photo of Thomas H. Mug

Thomas H. Mug

Officer

“An ESOP is the perfect tool in the right situation. It offers the business owner an opportunity to develop a succession plan. It provides an opportunity for employees to have a stake in their future.” 

Admissions

  • Missouri
  • Massachusetts
  • U.S. Court of Appeals, Eighth Circuit
  • U.S. Supreme Court
  • U.S. Tax Court
  • U.S. Court of Federal Claims

Education

J.D., Boston College Law School

LL.M. Taxation, Washington University School of Law

A.B., Boston College, magna cum laude, Honors

Profile

With extensive experience in employee benefits, estate planning and tax law, Tom Mug is a go-to resource for a number of public and private employers of all sizes. Key areas of his practice include designing, implementing and maintaining Employee Stock Ownership Plans (ESOPs) and advising on government retirement plan issues.

ESOPs. When a business owner wants to set up a plan to shift ownership interests to employees, Tom can assist with the ESOP process from start to finish — discussing how the transaction will work, negotiating with the plan’s designated trustee and closing the deal. He works with companies maintaining existing ESOPs and counsels ESOP trustees and lenders. Tom is a sought after national speaker on ESOP topics and is active in the ESOP Association and National Center for Employee Ownership.

Government pensions. Tom advises on government retirement plan issues. He represents municipalities and other local governmental entities, including local housing authorities and fire protection districts, on compliance issues and the administration of qualified and non-qualified retirement plans. He is a member of the Missouri Association of Public Employee Retirement Systems (MAPERS).

Other employee benefits. Representing employers, qualified plan fiduciaries and industry associations, Tom assists with the design and operation of employee benefit plans and executive compensation arrangements. He advises on 401(k), profit-sharing, defined benefit pension and 403(b) plans, including issues of plan qualification and the duties of plan fiduciaries. He works with clients to provide creative solutions in incentive compensation, equity compensation and other non-qualified programs and assists with fringe benefit programs, health plans and COBRA compliance.

Estate planning. Individuals consult with Tom on their needs and wishes in developing personal estate plans. By preparing documents including wills, trusts, powers of attorney and health care directives, as well as advising on tax issues, charitable planning and advanced estate planning techniques, he provides clients with the counsel needed to ensure their affairs are in order.

Business planning.  In conjunction with his practice, Tom advises owners of closely held businesses on business succession, compensation planning, shareholder issues (including buy-sell agreements), tax issues and transactional matters.

Professional Affiliations

  • American Bar Association
  • Bar Association of Metropolitan St. Louis
  • The American College of Trust and Estate Counsel, Fellow
  • Estate Planning Council of St. Louis
  • The ESOP Association, Heart of America Chapter officer
  • National Center for Employee Ownership
  • Missouri Association of Public Employee Retirement Systems (MAPERS)
  • Small Business Council of America

Community/Civic Activities

  • Angel Flight Central pilot
  • Volunteer Lawyers and Accountants for the Arts

Honors & Awards

Honors & Awards

  • The Best Lawyers in America, Tax Law, 2009-2017; Trusts and Estates, 2011-2017; St. Louis area Trusts and Estates Lawyer of the Year, 2017
  • St. Louis Magazine, Five Star Wealth Manager in Client Satisfaction, 2009-2012
  • Missouri & Kansas Super Lawyers, 2005-2006, 2009-2011

Experience

Representative Matters

  • Structured a leveraged ESOP to purchase 100 percent of the stock of a major real estate developer.
  • Designed a leveraged ESOP for a cybersecurity technology company and structured the purchase of 100 percent of the stock of the company by the ESOP.
  • Represented the ESOP trustee in the acquisition of all of the outstanding stock of a major construction company.
  • Represented the trustee of an ESOP in the sale of the ESOP’s stock to another ESOP company that is now among the 10 largest 100 percent ESOP-owned U.S. companies.
  • Providing ongoing advice to the trustees of municipal pension plans and retirement plans of fire protection districts in ongoing compliance and fiduciary issues.
  • Designed and drafted equity compensation programs for multiple firms including engineering firms, a pharmaceutical company, a telecommunications company and retail companies.
  • Represented a beneficiary in a dispute among heirs allowing the preservation of the family business for members of the family.
  • Structured a family business succession plan for a franchisee of a major national restaurant chain.
  • Worked with a family business to enable the siblings to divide the business and successfully operate the resulting entities as independent companies.

News & Insights

News

Seminars & Speaking Engagements

  • National Center for Employee Ownership’s Employee Ownership Conference 2016, April 13, 2016
  • “Transitions in a New ESOP Company – A Case Study at Kwame Building Group”
    The ESOP Association, Heart of America Chapter, August 25, 2015
  • “Overview of the Ownership Succession Planning Process and Advisor’s Roles"
    National Business Institute’s Business Ownership Succession Planning seminar, June 2015
  • “The DOL and the Current ESOP Environment”
    The ESOP Association, Heart of America Chapter, April 15, 2015
  • “Typical ESOP Transactions - Atypical ESOP Problems"
    NCEO Employee Ownership Conference, April 2015
  • “Missouri’s Sunshine Law: Open Meetings and Public Records”
    Trustees of Public Retirement Systems, March 25, 2015
  • “Pension Board Best Practices: Ethical and Fiduciary Conduct”
    Continuing Education Seminar Series: Government Plans, March 18, 2015
  • “Missouri Statutes Pertaining to Public Retirement Plans”
    Trustees of Public Retirement Systems, March 11, 2015
  • “IRS Qualification and Governmental Retirement Plans”
    Missouri Pension Trustee Continuing Education, December 2014
  • “The ESOP Deal from Start to Finish”
    The ESOP Association, Heart of America Chapter Fall Conference, September 4, 2014
  • “Valuation and Other Issues for Smaller Companies with ESOPs”
    NCEO/Beyster Institute Employee Ownership Conference, April 8-10, 2014
  • “Contingent Workers & Employee Benefits:  Hot Topics”
    Association of Corporate Counsel, Chicago Chapter, February 13, 2014
  • Greensfelder Estate Planning Symposium, October 16, 2013
  • “(1) Section 409A and Deferred Compensation – Ten Years Later; (2) Basics of ESOPs and Issues in ESOP Plan Administration”
    ASPPA Benefits Council – Gateway St. Louis, September 25, 2013
  • “The Affordable Care Act: It Has Arrived – Are You Ready?”
    American Institute of Architects, St. Louis Chapter, June 27, 2013
  • “Moving On: The Role of ESOPs in Succession Planning”
    NCEO/Beyster Institute Employee Ownership Conference, April 24–26, 2013
  • “The Heat is On: The DOL’s War on ESOPs”
    The ESOP Association, Heart of America Chapter, April 16, 2013
  • “S Corporation ESOPs – The Good, the Bad and the Unexpected”
    The ESOP Association, Heart of America Chapter, August 22, 2012
  • “IRA Investments in Real Estate”
    National Trust Real Estate Association (NTREA), May 2, 2012
  • “Life Cycle of an ESOP – Overview of the Creation and Maintenance of an ESOP Through the Leveraged Phase”
    NCEO/Beyster Institute Employee Ownership Conference, April 25, 2012
  • “Don’t Do THAT with Your ESOP!”
    The ESOP Association, Heart of America Chapter, April 17, 2012
  • “Sponsoring a 401(k) Plan – Unscrambling Fiduciary Confusion”
    Printing Industry Financial Executives – Printing Industries of America, April 3, 2012
  • “Integrating the ESOP Culture & Philosophy into Plan Design”
    NCEO/Beyster Institute Employee Ownership Conference, 2011
  • “Moving On: The Role of ESOPs in Succession Planning”
    Heart of America Chapter of the ESOP Association, April 29, 2010
  • “Building a Board to Grow Your ESOP Success”
    NCEO/Beyster Institute Employee Ownership Conference, April 21, 2010
  • “Optimizing Your ESOP Plan Design”
    NCEO/Beyster Institute Employee Ownership Conference, April 23, 2009
  • “Stock Appreciation Rights, Phantom Stock & Warrants, Oh My”
    NCEO/Beyster Institute Employee Ownership Conference, April 2, 2008
  • “The ESOP in Mid-Life”
    NCEO/Beyster Institute Employee Ownership Conference, March 21, 2007
  • “Is an ESOP Right for You?”
    NCEO/Beyster Institute Employee Ownership Conference, April 2006

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