Sarah Downie
Biography
Sarah has extensive experience in the executive compensation and employee benefits aspects of mergers, acquisitions and financings. She represents senior executives and companies in the negotiation and drafting of employment and severance agreements. She also advises as to the design and operation of executive and employee benefit arrangements including equity compensation and cash incentive plans, change in control and retention arrangements and nonqualified deferred compensation plans. In addition, Sarah regularly advises employers on the design and operation of tax-qualified retirement plans, including 401(k) plans, 403(b) plans and 457(b) plans, as well as health and welfare benefit plans.
Sarah advises clients on pension plan investment and compliance with ERISA’s fiduciary obligations and prohibited transaction rules. She regularly counsels private fund sponsors in connection with ERISA’s “plan asset” regulations and with VCOC, REOC and similar issues.
Sarah’s practice also focuses on not-for-profit organizations, including tax exemption applications, transactional matters, lobbying and political activity compliance, UBTI issues, “Friends Of” organizations and fundraising structure and compliance. She is co-chair of the Firm’s Not For Profit practice group, a member of the Firm’s Pro Bono Committee, and serves on the Board of Directors of Lawyers Alliance for New York and is a member of the Board of Trustees of the Berkshire Community Land Trust.
Awards and Recognition, Latest Thinking, Firm News & Announcements
Awards and Recognition
- Sarah Downie Named a “Leading” Lawyer for Employee Benefits & Executive Compensation in New York Award Brief — Chambers USA
- Sarah Downie Recommended for Labor and Employment: Employee Benefits, Executive Compensation and Retirement Plans: Transactional Award Brief — Legal 500 US
- Sarah Downie Named Among the “500 Leading U.S. Corporate Employment Lawyers” Award Brief — Lawdragon
Latest Thinking
- Weil Private Equity Sponsor Sync - Fourth Quarter 2025 Publication — By Christopher R. Machera, Arnie Fridhandler, David B. Gail, Carson Parks, Thomas L. Forman II, Zane Elsisi, Blair Stamas, Benton Lewis, Heather L. Emmel, Laura Ceitlin, Gabriella Leonovicz, Tess Savage, Jakub Wronski, Matt Biondolillo, Kyle C. Krpata, Brittany Butwin, Olivia J. Greer, Liza Cotter, Tomide Owolabi, Kelly DiBlasi, Alex Paul Cohen, Chris Mulligan, Chris Scully, David E. Wohl, James Bromley, Nick Roxburgh, Glenn D. West and Sarah Downie — PDF — October 2025
- Effect on Private Funds of Recent DOL Amendments to ERISA’s Qualified Professional Asset Manager (QPAM) Exemption Alert — Private Funds — By Sarah Downie — PDF — April 29, 2024
Firm News & Announcements
- Weil Advises Adams Street Partners in Financing for Odyssey Investment Partners’ Acquisition of TransPak Deal Brief — July 16, 2026
- Weil Advises Iron Mountain in Upsized $1.5B Senior Notes Offering Deal Brief — July 13, 2026
- Weil Advises the Initial Purchasers in $500M Whole-Business Securitization by Jack in the Box Deal Brief — June 23, 2026
- Weil Advises TPG in its Significant Investment in Smith + Howard Deal Brief — June 09, 2026
- Weil Advises Brookfield as Co-Lead Investor in The OpenAI Deployment Company Deal Brief — May 13, 2026