Anthony “Tony” Dowling is a Partner in the Corporate and Transactional practice where he advises clients in the areas of executive compensation, private equity, and transactional business law.  

Prior to joining Potomac Law Group, Mr. Dowling was a partner in an executive compensation and private equity boutique.  Mr. Dowling has more than 20 years of experience representing companies, investors, and executives in all aspects of executive compensation, including compensation design, employment agreements, change in control transactions, equity and cash incentive programs, deferred compensation, separation and severance, tax, securities, fiduciary duties, and restrictive covenants. This work includes structuring for 409A compliance, planning for 280G, and designing, writing, and negotiating profits interest, stock option, restricted stock, RSU and other structures and programs.  

Mr. Dowling began his career at Goodwin Procter LLP and has been practicing transactional business law for more than 25 years. His transactional practice includes business organization, capitalization, venture capital and private equity, tax, mergers and acquisitions, joint ventures, and representation of companies and investors through all stages and transactions from start-up through exit. Mr. Dowling also advises private equity firms and their principals in connection with firm structuring and fund formation, as well as with the acquisition, management, and disposition of portfolio company investments.  

His clients include public and private companies, private equity firms, investors, and executives in a wide range of industries located throughout the United States.  

Representative Experience

  • Regularly advises CEOs, CFOs, and other senior executives in connection with private equity and public company employment and compensation arrangements, change in control transactions, and separations.
  • Counsel to several private equity firms and investor groups in connection with their internal relationships, fund structuring and formation, portfolio company investments, and compensation programs.
  • Advise early-stage and mature companies in structuring and implementing equity-based and other compensation programs.
  • Advise companies and executives on 409A and 280G and taxation of stock options, restricted stock, RSUs, profits interests, and other compensation.
  • Advise investment banking and other financial services professionals in connection with compensation and transitions.
  • Advise corporate board members in connection with their director engagements.
  • Counsel to founders and investors in numerous successful start-up and venture backed companies, including in the areas of sports marketing, event management, event hosting, media production, education publishing and software, specialty foods, retail energy, clean energy, marine design and technology, and epayment systems.

Honors & Awards

  • Best Lawyers in America, Corporate Law, Employee Benefits
  • Lawyer of the Year 2014, Employee Benefits
  • Virginia Law Review


  • Mogul Coach, Carrabassett Valley Academy


University of Virginia School of Law, J.D.

Dartmouth College, A.B.

Previous Experience

  • Goodwin Procter LLP
  • Bachelder & Dowling, P.A.


  • Massachusetts
  • Maine

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