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Sarah Downie


Sarah Downie is co-chair of the Firm’s Employee Benefits and Executive Compensation practice.  She advises clients on all aspects of compensation and employee benefits.

Ms. Downie has extensive experience in the executive compensation and employee benefits aspects of mergers, acquisitions and financings.  She represents senior executives and companies (including not-for-profit organizations) in the negotiation and drafting of employment and severance agreements.  She 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.  She also 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.  She further advises clients on pension plan investment and compliance with ERISA’s prohibited transaction rules.

Professional Activities

  • Chair, New York City Bar Association’s Employee Benefits and Executive Compensation Committee
  • Member, New York State Bar Association
  • Member, Law Society of Upper Canada
  • Member, Steering Committee of Worldwide Employee Benefits Network, New York Chapter

Practice Groups and Other Information

Education Information

  • Osgoode Hall Law School, York University, J.D. 1995​

Bar Admissions

  • New York

Highlighted Matters

  • Representation of Merck & Co. in its $9.5 billion acquisition of antibiotics maker Cubist Pharmaceuticals Inc.
  • Representation of Cipla in $550 million purchase of InvaGen Pharmaceuticals, Inc. and Exelan Pharmaceuticals, Inc.
  • Representation of AMC Networks in its $200 million acquisition of a 49.1 percent stake in BBC America.

Publications and Lectures

  • Speaker, “ERISA Retirement and Pension Plans:  Service Provider Agreements,”  Webinar, Strafford Publications, October 27, 2015
  • Speaker, “ERISA Basics,” ERISA Fiduciary Investment Basics, Practising Law Institute, February 2015
  • Author, “Negotiating ERISA Service Provider Agreements,” PLC Employee Benefits & Executive Compensation, Supplement to Practical Law, The Journal, April 2012

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