Sarah Scharf

Sarah Scharf is an associate in the Los Angeles office of Gibson, Dunn & Crutcher. She is a key member of the firm’s Technology Transactions and Privacy, Cybersecurity and Data Innovation practice groups, including as part of the firm’s State Privacy Law Task Force. Sarah has extensive experience advising companies on privacy, cybersecurity, artificial intelligence (AI), information technology (IT), and intellectual property (IP) issues, and focuses on complex transactional representations, strategic product counseling, regulatory compliance counseling, and privacy and AI program development. Sarah counsels clients across a range of industries, including technology, software, retail, luxury fashion, sports, media and entertainment, gig economy, real estate, finance, energy, and utility. 

Sarah regularly advises clients on privacy, cybersecurity, and AI considerations, with particular expertise in compliance with the California Consumer Privacy Act (CCPA) and other comprehensive state privacy laws, the Gramm-Leach-Bliley Act (GLBA), and the European Union’s General Data Protection Regulation (GDPR).

She also routinely counsels clients on the development, acquisition, licensing and exploitation of intellectual property, as well as commercial transactions.

Additionally, Sarah advises public and private companies and financial sponsors on privacy, cybersecurity, AI, IT, and IP issues in connection with corporate transactions, including venture and private equity representations, mergers and acquisitions, carveouts, leveraged buyouts and distressed lending. Her experience includes conducting due diligence; drafting and negotiating privacy, cybersecurity, AI, IT, and IP-related representations, warranties, covenants and indemnities, complex transition services agreements, and transitional trademark licensing arrangements; counseling regarding privacy, cybersecurity, AI, IT, and IP-related risks and mitigation strategies; and implementing post-acquisition privacy compliance programs.

Recent Representations – Privacy, Cybersecurity and Data Innovation 

• Provide day-to-day compliance counseling to clients across an array of industries, including technology, retail, luxury fashion, gig economy, energy and utility, to develop their global privacy programs and ensure compliance with applicable U.S. and foreign privacy laws.
• Provided regulatory compliance counseling and strategic product counseling to clients across an array of industries, including fintech, insurance and gambling companies, to ensure compliance with GLBA and applicable U.S. state privacy laws.
• Drafted privacy policies, just-in-time notices, consents and acknowledgements, risk assessments, consumer request procedures, and incident response plans.
• Negotiated data processing addenda, as well as data privacy, cybersecurity and AI-related provisions in service agreements.
• Drafted AI, privacy and cybersecurity-related stock exchange disclosures for clients in various industries, including software, biotechnology, and pharmaceuticals.

Recent Representations – Technology Transactions

• Daikin Industries, LLC (a global HVAC&R manufacturer): Advised on intellectual property matters in connection with Daikin’s transformative joint venture with Copeland, a global sustainable heating, cooling, cold chain and industrial solutions company, to bring Daikin’s inverter swing rotary compressor technology to the U.S. residential segment.
• Negotiated patent, know-how, copyright, trademark and trade name license agreements.
• Drafted confidentiality agreements and intellectual property assignment agreements, as well as related provisions in employee and independent contractor agreements.
• Negotiated service agreements, including for software-as-a-service and data analytics services.
• Drafted website terms of use, including for property management companies, as well as various pro bono clients.

Representative Transactions

• CACI: Advised on AI, privacy and cybersecurity matters in connection with its acquisition of Applied Insight, a Virginia cloud migration provider and portfolio company of specialist investment firm Acacia Group.
• Fortress Investment Group LLC: Advised on data privacy and cybersecurity matters in connection with the acquisition of VICE Media Group, together with Soros Fund Management and Monroe Capital.
• KKR: Advised on IP, IT, cybersecurity, privacy, and AI matters in connection with (1) its acquisition of a majority stake in Agiloft, a contract lifecycle management software company and (2) Next Generation Technology Growth Fund III’s investment in R365, Inc., an all-in-one restaurant enterprise management software.
• Nielsen: Advised on IP and transitional service matters in connection with the sale of NCSolutions, a joint venture between Nielsen and Catalina, and the Nielsen Market Mix Modeling (MMM) business to Circana.
• PAR Technology Corporation: Advised on IP and transitional service matters in connection with (1) the $95,000,000 sale of PAR Government Systems Corporation (PGSC) to Booz Allen Hamilton Inc. and (2) the $7,000,000 sale of the interests of Rome Research Corporation.
• Platinum Equity: Advised on privacy and cybersecurity matters in connection with (1) Platinum Equity’s portfolio company Solenis’ $4.6 billion acquisition of Diversey Holdings, a hygiene, infection prevention and cleaning solutions provider and (2) Platinum Equity’s and Butterfly Equity Partners’ acquisition of Rise Baking Company, a manufacturer and supplier of semi-finished and retail-ready baked goods.
• Publicis Groupe: Advised on privacy and cybersecurity matters in connection with the acquisition of Retargetly, a leading data and technology company, by Epsilon, a global advertising and marketing company that is part of Publicis Group.
• RNBW Ventures: Advised on privacy and cybersecurity matters in connection with its acquisition of fintech platforms Even and One by Hazel, a fintech partnership with Walmart and Ribbit Capital.
• Seawall Capital: Advised on privacy and cybersecurity matters in connection with its investment into Sports Endeavors, Inc., the team behind Soccer.com, the leading source for player and fan gear in the U.S.
• Standard International (the parent company of The Standard and Bunkhouse hotel brands): Advised on privacy and cybersecurity matters in connection with its $385,000,000 sale to Hyatt Hotels.
• Veritas Capital: Advised on IP matters in connection with (1) its acquisition of Verisk’s energy business, Wood Mackenzie, a globally recognized industry leader that provides quality data, analytics, and insights used to power the energy, renewables, and natural resources industry; (2) the acquisition by its portfolio company, Finalsite, a global leader in K-12 independent school website and digital communications software services of Anthology’s Blackboard K-12 Community Engagement division and (3) its acquisition of Sequa Corporation, parent company of Chromalloy, a global technology company and a leading solutions provider for aircraft engines and gas turbines.

Prior to joining Gibson Dunn, Sarah clerked for Justice Daphne Barak-Erez of the Supreme Court of Israel. Sarah earned her Juris Doctor and a Master of Laws in Comparative and International Law from Duke University School of Law in 2019.  While earning her degrees, she served as an editor of the Duke Law Journal and was a member of the Moot Court Board. In 2016, Sarah graduated magna cum laude from Columbia University with a Bachelor of Arts degree in Political Science. Simultaneously, she earned a Bachelor of Arts degree in Jewish Gender and Women’s Studies from the Jewish Theological Seminary, graduating cum laude.

Sarah is admitted to practice in the State of California, and is a Certified Information Privacy Professional – United States and Europe (CIPP/US/E).

Capabilities

• Technology Transactions
• Artificial Intelligence
• Emerging Companies / Venture Capital
• Intellectual Property
• Media, Entertainment, and Technology
• Mergers and Acquisitions
• Privacy, Cybersecurity, and Data Innovation
• Private Equity
• Strategic Sourcing and Commercial Transactions
• Tech and Innovation

Credentials

Education:

• Duke University - 2019 Juris Doctor
• Duke University - 2019 Master of Laws (LL.M.)
• Jewish Theological Seminary of America - 2016 Bachelor of Arts
• Columbia University - 2016 Bachelor of Arts

Admissions:

• California Bar