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Paolo M. Pasicolan

Paolo M. Pasicolan

Paolo Pasicolan focuses his practice on executive compensation, employee benefits, tax, and ERISA litigation. His clients include large and small, private and public, foreign and domestic companies, partnerships, LLCs, non-profit organizations, governmental entities, churches, plan fiduciaries, and individuals. Paolo has represented buyers, sellers, lenders, borrowers, and underwriters on ERISA, compensation, and benefit matters in hundreds of mergers, acquisitions, and financings.

His experience includes:

  • negotiating employment, severance and consulting agreements for key executives and reviewing forms of offer letters and employment agreements for management and rank-and-file employees;
  • designing, analyzing, and amending cash, equity and deferred compensation plans and agreements, which include payments structured to be exempt from or comply with Section 409A;
  • advising on compensation and benefit matters in over 200 mergers, acquisitions and financings, representing buyers, sellers, lenders, borrowers and underwriters;
  • amending pension and welfare plans to comply with changes in applicable law and best practices;
  • addressing plan failures through voluntary correction programs;
  • assisting litigators in raising claims and defenses relating to benefit plans and executive compensation;
  • drafting and reviewing proxy materials, registration statements, and current and periodic reports for public companies; reviewing reporting and disclosure of purchases, sales, and transfers of shares by Section 16 insiders; and
  • assisting in the establishment and certification of qualified performance-based compensation under Section 162(m).

Before joining Miles & Stockbridge, Paolo was an associate with DLA Piper’s Employee Benefits and Executive Compensation practice.

Affiliations & Recognition

Professional Involvement

  • American Bar Association: Member (2007-present)

  • Asian Pacific American Bar Association of Maryland: Membership Outreach (2017-2018)

  • District of Columbia Bar: Member (2011-present)

  • Maryland Law Review: Editor-in-Chief (2005-2006)

  • Maryland State Bar Association: Member (2006-present)

  • National Association of Stock Plan Professionals: Member (2006-present)


  • Chambers USA - America's Leading Lawyers for Business: Listed in the area of Employee Benefits & Executive Compensation (2017-2019)

  • Maryland Super Lawyers® - Rising Stars Edition: Selected for inclusion in the area of Employee Benefits (2017)

  • Maryland Volunteer Lawyers Service: Volunteer of the Month (February 2018)

  • Moot Court Board; Morris B. Myerowitz Moot Court Competition: Finalist (2005)

  • Sam Allen Memorial Prize for Excellence in Scholarship and Leadership (2006)

  • Washington, D.C. Super Lawyers® - Rising Stars Edition: Select for inclusion in the areas of Employee Benefits (2014-2015)


Case Examples


Industries Served:


Press Coverage


"Top Ten Benefit and Compensation Issues in Employment & Separation Agreements," Maryland State Bar Association Section of Labor & Employment Law Newsletter (Spring 2019).
"Deadline Nears to Comply with Section 409A Final Regs," DLA Piper Client Alert (August 20, 2008).
"Complying with New Section 409A Guidance," DLA Piper Client Alert (December 07, 2006).

Speaking Engagements