Thomas (Scott) McMillen

Baker & McKenzie LLP


Scott McMillen is a counsel in the Firm’s Chicago office with experience in US and international executive and equity compensation issues. He is a member of the American Bar Association, the Chicago Bar Association, the National Association of Stock Plan Professionals and the Global Equity Organization.

Practice Focus

Mr. McMillen advises companies of all sizes in the design and implementation of their retirement and equity compensation plans, including securities law compliance, tax compliance, data privacy, exchange control and labor law issues. He also advises clients on the effects of mergers, reorganizations, spin-offs or other corporate adjustments in relation to their equity programs. Additionally, he has substantial experience in US domestic compensation issues, with particular focus on Section 409A and Section 457A of the US Internal Revenue Code. He represents some of the largest companies in the pharmaceutical, biotech and medical device industries.

Representative Legal Matters

  • Advised several multinational companies in connection with the tax and legal effects of corporate reorganizations, mergers and acquisitions, and other corporate transactions on outstanding equity compensation and other long term incentives awarded to employees and non-employees outside of the US, including assisting with related tax rulings and securities relief.
  • Advised a global pharmaceutical company with respect to the global separation and spin-off of its research-based pharmaceutical business.
  • Analyzed and advised on solutions for compliance with equity award obligations for globally mobile employees in US and non-US jurisdictions.
  • Counseled a US multinational on the US and non-US tax issues surrounding secondment of employees to non-US resident jurisdictions.
  • Assisted a large publicly held corporation with the correction of equity plans under the IRS deferred compensation correction programs, related to Internal Revenue Code Section 409A documentary and operational errors.
  • Counseled a publicly held corporation on various tax consequences of international deferred compensation plan surrounding issues related to Section 402(b) and Section 409A of the Internal Revenue Code.

Professional Associations and Memberships

  • American Bar Association - Section on Taxation
  • Chicago Bar Association - Member
  • Global Equity Organization - Member
  • National Association of Stock Plan Professionals - Member


  • Illinois~United States (2008)


  • Georgetown University Law Center (LL.M.) (2009)
  • Loyola University Chicago School of Law (J.D.) (2007)
  • Loyola University, Chicago (B.A.) (2004)


  • English

Co-author, "Spinning Off? Consider These Top 10 HR Issues First," Law360, December 2015

Author, "Securing a Tax Deduction Globally for Equity Awards," Corporate Taxation, November/December 2014

Author, "When Parachutes Cross the Border – International Aspects of Section 280G," Corporate Taxation, May-June 2012

Author, "In-Plan Roth Conversions," Section of Taxation NewsQuarterly, American Bar Association, Winter 2011