Spotlight Series: Sarah Lieber, General Counsel

Foss & Company is comprised of a group of experienced tax credit professionals, representing a depth of knowledge within their respective fields. In this blog series, we highlight different Foss & Company team members to shine a light on the diverse and dedicated people that help make us who we are.

 

Sarah Lieber is an experienced legal professional, with over a decade of experience negotiating and closing strategic transactions, managing corporate governance and ensuring regulatory compliance. She has extensive knowledge of the energy and infrastructure industries, and has represented equity and debt holders across myriad transaction structures for both public and private counterparties. She is licensed to practice law in New York, Texas, Colorado, England, Wales and Ireland. Outside of work, Sarah enjoys travelling and spending time with her family.

 

To learn more about Sarah, read our latest Spotlight blog series installment:

When did you join Foss & Company, and what interested you about the role?

I joined Foss & Company at the end of 2025. Before that, I spent more than 15 years as a corporate lawyer, with over a decade focused on project finance and renewables transactions, including leading syndicated and structured transactions for a bank active in renewable energy investments and for a global renewable energy developer with EPC, O&M and asset management businesses. My experience also includes cross-border energy and infrastructure deals, mergers and acquisitions, transaction due diligence, negotiation and execution, and regulatory compliance, both at law firms and in-house.

 

What does your day-to-day work as General Counsel at Foss & Company look like?

I oversee legal risk across the full deal lifecycle: origination, structuring, due diligence, closing and post-closing compliance. That means working cross-functionally with our project finance, accounting, asset management and investor relations teams, and serving as the internal advisor on regulatory shifts and how they affect deal terms. I also support structural, governance and strategic changes at the firm. Since stepping into the role, I’ve focused on strengthening our internal processes around deal diligence, documentation and risk assessment so the team can scale deal volume without sacrificing execution quality.

 

What are the biggest legal or compliance risks investors should be aware of in tax equity or transfer deals, and how does Foss address them?

Legal risk shows up in three main places: deal structuring, including verifying the legitimacy and amount of the tax credit; recapture exposure tied to both structure and credit quantum; and ongoing compliance, including transfers and IRS enforcement risk. It’s less visible than market or credit risk, but it’s just as costly if missed. Good legal structuring is what turns a tax credit opportunity into a bankable investment. We address this through extensive due diligence up front, including review of beginning of construction requirements, placed-in-service standards and bonus credit substantiation, and through structural protections after closing, including cash reserves, tax indemnities from sponsors, consent rights and, increasingly, tax insurance. We also monitor deals actively through the full compliance period rather than taking a close-and-forget approach.

 

Where do you see legal or regulatory risk trending in this market over the next few years?

Foreign Entity of Concern (FEOC) compliance is likely to remain one of the most significant underwriting issues given how far the One Big Beautiful Bill Act expanded its reach. I expect continued IRS audit scrutiny in areas like energy community qualification, domestic content and prevailing wage compliance, and continued reliance on sponsor creditworthiness given how much investors now depend on post-closing indemnities. Staying ahead of it means continuous monitoring of IRS guidance and Treasury rulemaking, cross-training internal teams so compliance isn’t siloed in legal alone and building relationships with outside counsel and industry groups.

 

Any other insights you would like to add?

For an investor evaluating tax equity for the first time, there are three questions worth asking every syndicator: who bears the risk if a compliance issue arises after closing, what the recapture indemnification structure actually looks like, and how experienced the legal team behind the deal is, not just the sponsor’s track record. Foss & Company’s legal team works alongside our investment professionals to answer exactly these questions for every partner we work with.

Want to hear more from Sarah? Listen to the full podcast episode, Managing Legal Risk in Tax Equity: Structuring, Recapture & Compliance, for a deeper dive into recapture risk, FEOC compliance and how Foss & Company structures deals to protect investors.

 

Those interested in learning more about Sarah, can contact her at sa***@*******co.com.