Nicole Sharer is Counsel in Wachtell Lipton’s Intellectual Property Department.  

Nicole advises clients on intellectual property, technology, and data aspects of corporate transactions, with a focus on complex carve-outs, spin-offs, and divestitures where structuring around shared or interdependent assets is critical to deal execution. Drawing on her engineering background, she works closely with business and deal teams to structure practical, solutions-oriented approaches across the full spectrum of corporate transactions, spanning a wide range of industries and technologies.

Representative Matters:

Technology & Digital Platforms:

• eBay in multiple transactions, including:
  • $9.2 billion acquisition of its Classifieds business by Adevinta ASA;
  • $3.8 billion sale of a majority of its Korean businesses to Emart;
  • $4.1 billion sale of StubHub to viagogo

• Uber Technologies in multiple transactions, including:
  • $2.65 billion acquisition of Postmates;
  • sale of its autonomous vehicle technologies business, Apparate USA, to Aurora Innovation
• Opendoor Technologies in strategic partnership transactions
• Nielsen in the spin-off of its Global Connect business

Healthcare & Life Sciences:

• Becton, Dickinson and Company in multiple transactions, including:
  • the $17.5 billion combination of its Biosciences & Diagnostic Solutions business with Waters Corporation in a Reverse Morris Trust transaction;
  • spin-off of its diabetes care business, Embecta
• 3M in the combination of its Food Safety business with Neogen Corporation in a Reverse Morris Trust transaction

Aerospace, Defense & Government Services:

• RTX in multiple transactions, including:
  • the $1.8 billion sale of its Collins Aerospace actuation and flight control business to Safran;
  • the $1.3 billion sale of its cybersecurity, intelligence and services business;
  • the sale of its Mission Critical Solutions and Training Solutions businesses to Vertex Aerospace;
  • the $765 million sale of Simmonds Precision Products to TransDigm Group
• Jacobs Solutions in the divestiture of its Critical Mission Solutions and Cyber & Intelligence government services businesses in a Reverse Morris Trust transaction with Amentum
• United Technologies in the sale of its Collins Aerospace military GPS business to BAE Systems

Financial Services:

• Global Payments in multiple transactions, including its $24.25 billion acquisition of Worldpay from FIS and GTCR, and the concurrent $13.5 billion sale of its Issuer Solutions business to FIS
• S&P Global in multiple transactions, including:
  • $44 billion acquisition of IHS Markit Ltd.;
  • divestiture of its CUSIP Global Services business to FactSet;
  • divestiture of its Leveraged Commentary and Data business and its related family of leveraged loan indices to Morningstar

Consumer & Industrial:

• Danone in multiple transactions, including:
  • its acquisition of Kate Farms;
  • the sale of Horizon Organic and Wallaby to Platinum Equity;
  • the sale of Vega to WM Partners
• The Clorox Company in the divestiture of its Better Health Vitamins, Minerals and Supplements (VMS) business to Piping Rock Health Products, LLC
• XPO Logistics in multiple transactions, including:
  • its spin-off of its logistics business into GXO;
  • the separation of its tech-enabled brokerage operations from its less-than-truckload business in North America, as RXO

Media, Entertainment & Communications:

• PENN Entertainment in multiple transactions, including its exclusive U.S. online sports betting alliance with ESPN and the divestiture of Barstool Sports to its founder, David Portnoy
• Grupo Televisa in multiple transactions, including the $4.8 billion combination of its content business with Univision Communications
• WOW! in multiple transactions, including the $1.125 billion sale of its Cleveland and Columbus, Ohio service areas and the $661 million sale of its Chicago, Illinois, Evansville, Indiana, and Anne Arundel, Maryland service areas to Astound Broadband

Pro Bono:

• Anne Frank House in connection with Anne Frank: The Exhibition at the Center for Jewish History in New York City