Carol Osborne

  1. People /

Carol Osborne

Carol Osborne

Partner

  1. People /

Carol Osborne

Carol Osborne

Partner

Carol Osborne

Partner

London

Partner and Global Department Leader - Corporate and Finance Transactions

T: +44 (0) 20 3207 1241

M: +44 (0) 7917 861976

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Biography

Carol is a dual-qualified lawyer in the UK and the U.S., who has more than thirty years of experience advising clients on the complex corporate legal issues that are critical to their business success, including high value commercial agreements, joint ventures, strategic alliances and cross-border M&A. Her style is commercial and pragmatic and her dual qualification means nothing gets lost in translation for her clients operating on both sides of the Atlantic.

Carol serves as BCLP’s Global Department Leader for Corporate & Finance Transactions, a team which comprises more than 650 lawyers across our international network. Prior to that, she was the Global Practice Group Leader for the Technology, Commercial and Government Affairs practice group which brings together several of the Firm’s key strategic practices including Data Privacy and Security, Franchising, Commercial Transactions, Technology and Outsourcing Transactions, Public Policy and Government Affairs.

She is also the Leader of our Retail and Consumer Products Sector which aligns with her own expertise representing manufacturers, retailers and private equity investors operating in the sector and enables her to coordinate multi-disciplinary projects across all of our offices with the 80+ lawyers focused on this important industry. Her key clients are in the luxury retail sector which continues to defy expectations for growth and innovation, but she advises a wide range of retail and consumer product clients covering food & beverage, beauty and personal care, apparel and accessories. 

In addition, she previously held the position as co-head of M&A and Corporate Finance for EMEA, Carol’s middle market domestic and international M&A experience includes advising on investments, acquisitions, disposals and carve-outs (including for distressed or special situations) for private equity, venture capital and strategic investors. She has significant experience in both retail/consumer products and technology M&A transactions. 

Carol has been recognized by well-regarded legal directories such as Chambers UK & USA and The Legal 500 UK for being a leading lawyer in Retail and Private Equity and features in the Hall of Fame for Commercial Contracts.

Professional Affiliations

  • California Bar Association
Her technical depth coupled with her emotional intelligence and practicality greatly simplify complex cross-border matters.

Client quote, Chambers UK 2023

Carol Osborne is a standout individual. She always delivers and provides commercial advice in an efficient manner. She is very impressive and great to work with.

Client quote, The Legal 500 UK 2023

Admissions

  • England and Wales
  • California

Education

Georgetown University, J.D., cum laude, 1989

Carleton College, B.A., cum laude, 1986

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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The Legal 500 UK ranks BCLP in 54 practice areas and recognizes 74 lawyers as “leading individuals”
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Retail and consumer M&A insights: distressed and strategic M&A deals
We have published a leaflet considering some of the key legal and practical considerations to take before gearing up for either a distressed or strategic M&A transaction in the retail and consumer goods sector.