Carol Osborne
Carol Osborne
Carol Osborne
Partner and Global Department Leader - Corporate and Finance Transactions
Biography
With over thirty years of experience, Carol guides clients through intricate corporate legal matters critical to their success. Her expertise encompasses high value commercial agreements, joint ventures, strategic alliances and cross-border M&A (including carve-out transactions). Known for her commercial and pragmatic approach, Carol's dual qualification in the UK and the U.S. ensures seamless communication for clients operating on both sides of the Atlantic.
Currently serving as BCLP’s Global Department Leader for Corporate & Finance Transactions, Carol oversees a team of 650+ lawyers worldwide. Previously, she was the global leader of the Technology, Commercial and Government Affairs practice group which includes key strategic areas such as Data Privacy and Security, Franchising, Technology Transactions and Commercial Transactions. Carol also served as co-head of M&A and Corporate Finance for EMEA from 2018 to 2021.
Carol has deep experience representing manufacturers, retailers and private equity investors operating within the retail and consumer industry. Carol is an integral part of BCLP’s Retail and Consumer Products sector team, leveraging her sector expertise to lead multi-disciplinary projects across our offices. Her clientele, predominantly in the luxury retail sector, reflects her dedication to excellence and her ability to drive results in advising diverse retail and consumer product clients, spanning food & beverage, beauty and personal care, as well as apparel and accessories.
With considerable sector experience and as a leading corporate lawyer, Carol brings a wealth of knowledge to our team, enriching our capabilities across our platform.
Professional Affiliations
- California Bar Association
Admissions
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England and Wales
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California
Education
Georgetown University, J.D., cum laude, 1989
Carleton College, B.A., cum laude, 1986
Related Practice Areas
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M&A & Corporate Finance
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Food & Beverage
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Corporate Carve-Outs & Transitions
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Data Center & Digital Infrastructure Team
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Healthcare & Life Sciences
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Strategic Alternatives & Corporate Reorganization
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Energy Transition
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Outdoor Industry
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Corporate
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Franchising
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Litigation & ADR
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Regulatory Franchising
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Transactional
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Franchise Mergers & Acquisitions
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Special Situations Team
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Commercial Contracts
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Intellectual Property and Technology Disputes
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Litigation & Dispute Resolution
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Regulation, Compliance & Advisory
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Private Equity
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Retail & Consumer Products
Experience
Carol’s experience in 2022 includes advising:
- Lumen Technologies on the $1.8 billion proposed divestiture of its Europe, Middle East and Africa (EMEA) business including its terrestrial and subsea networks, data centres and network equipment in the region, to London-headquartered Colt Technology Services. Lumen is a US-headquartered multinational telecommunications company that offers network services, security, cloud solutions, voice and managed services. Colt is a global digital infrastructure company with a network that connects across Europe, Asia and North America's largest business hubs;
- Longstanding client, Manzanita Capital, Ben Gorham (founder) and another minority shareholder on the sale of a 77% stake in Byredo AB to Puig. Spanish conglomerate Puig owns Carolina Herrera, Charlotte Tilbury and Jean Paul Gaultier as well as the fragrance licences of Christian Louboutin and Comme des Garçons. This is one of the largest luxury beauty and fragrance transactions of the last several years in terms of multiple paid. Manzanita is a specialist investor focused on developing luxury and premium niche brands including Diptyque, Susanne Kaufmann and Malin + Goetz;
- Driscoll’s Inc. via its Dutch subsidiary in connection with its acquisition of Berry Gardens Limited from Berry Gardens Growers Limited (“Berry Gardens”). Driscoll’s is the global market leader and the world’s largest berry company. Berry Gardens is the UK’s largest berry grower co-operative. The acquisition reinforces and strengthens the existing relationship between Driscoll’s and the Berry Gardens group, as Berry Gardens has grown, distributed and marketed Driscoll’s varieties on an exclusive basis in the UK for more than 20 years;
- the selling shareholders of Easyflyers Logistics Limited on the sale of 25% of their shares to MNX Global Holdings. Easyflyers Logistics provides specialist logistics services for global inward, outward and transit movements of freight. Private equity-backed MNX also provides specialized time, temperature and security sensitive transportation and logistics services worldwide;
- Farfetch Limited, a leading global platform for the luxury fashion industry, on its acquisition of Los Angeles-based Violet Grey, a luxury beauty retailer of brands such as Augustinus Bader and Westman Atelier, and a launchpad for many of today’s iconic beauty brands; and
- BT Americas Inc. (BT), a leading provider of networked IT services and subsidiary of BT Group Plc, on the sale of its Diamond IP division to security solutions company, Cygna Labs Corp., a subsidiary of N3K Group GmbH. This deal represented one of the first significant M&A instructions from BT outside of the UK.
Her 2021 experience includes advising:
- Space NK Group LLC, Space NK Limited and Space NK USA LLC, three investee companies of Manzanita Capital, on the competitive auction sale of the prestigious “Eve Lom” brand to Yatsen Holding Limited (NYSE: YSG), a leader in the Chinese beauty market;
- United Perfumes on the negotiation of exclusive global license and distribution agreements for the Alexander McQueen, Richard Ginori and Paul Smith brands pursuant to which United Perfumes will design, manufacture and distribute home fragrance, candle and personal fragrance products under these iconic brand names; and
- Kape Technologies plc on its US$936 million agreement to acquire premium consumer VPN business ExpressVPN. This transaction involved a global BCLP team from London, the US, Hong Kong SAR, Singapore, Brussels and Dubai. We simultaneously advised on Kape’s associated US$354 million underwritten equity offering and US$475 million loan facilities. Carol also previously advised Kape on its significantly over-subscribed and up-scaled US$115 million cash-box placing and separate retail offer for subscription through online platform PrimaryBid.
Resources
Publications
- “Winning business from a general counsel (for the long term)”, Solicitor’s Journal, August 2016
- “What will the price be for retailers after Brexit?”, RetailGazette, July 2016
- "Role models for change", Briefing, March 2016
- “Virtual Roundtable – Mergers & Acquisitions 2013,” Corporate LiveWire, December 2013
- "Disclosure in M&A Transactions: UK and US Perspectives," Corporate LiveWire Expert Guide: Mergers & Acquisitions, June 2013
- Quoted, "Looking in the Mouth of the Gift Card," CFO, September 2011
- “Corporate Governance Part II: Best Practices,” Association of Corporate Counsel Seminar Series, September 2010
- "Liabilities of General Partners of Venture Capital Funds: Old Legal Theories Create New Business Realities," California Business Law Reporter, July 2002 (Part 1) and August 2002 (Part 2)
- "Practical Restraints in Applying the General Solicitation or Advertising Prohibition to Limited Offerings in California," California Business Law Practitioner Vol. VI, No. 1, Winter 1991
Speaking Engagements
- "Disclosure Schedules in M&A: Seller and Buyer Perspectives on Preparing and Updating Disclosures" (speaker), Strafford Webinars, January 2016
- "How to win (and sometimes lose) work from General Counsel" (panelist), Business Leadership Summit, London, September 2015
- “Current Trends in the IPO Market” (Panelist), Association for Corporate Growth UK, London, April 2014
- “Financing methods, post-merger integration policies and key sectors and industries facing first time acquirers,” Corporate Live Wire, Mergers and Acquisitions Virtual Roundtable, December 2013
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