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 approximately 400 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
Getting deals done
Is corporate deal-making on the brink of a long-awaited surge?
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 Capabilities
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M&A & Corporate Finance
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Food & Beverage
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Carve-outs & Transitions
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Real Estate
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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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Retail & Consumer Products
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Corporate
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Franchise
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Special Situations Team
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Commercial Transactions
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Intellectual Property & 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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Data Centers & Digital Infrastructure
Experience
Carol’s experience includes advising on some of the most market-defining, high-value transactions, cementing her role as a trusted advisor on landmark deals.
Sale of Space NK to Ulta Beauty
Advised Manzanita Capital on the sale of iconic beauty retailer Space NK to Ulta Beauty, a landmark transaction in the premium beauty sector. Today, Space NK is a unique destination for beauty discovery, operating 83 locations across the UK and Ireland along with its online platform. Space NK will operate as a standalone subsidiary of Ulta Beauty and will continue to be led by its existing management team.
Driscoll’s Secures Global Berry Leadership with A$2.5B Costa Acquisition
Advised Driscoll’s Inc. as the sole strategic investor in a consortium acquiring Costa Group, Australia’s top horticultural company, for A$2.5 billion (US$1.6 billion). Completed in February 2024, the deal cemented our relationship with Driscoll’s in complex, cross-border agribusiness transactions.
Manzanita Capital – Sale of Byredo Stake to Puig
Advised Manzanita Capital on the sale of its remaining minority stake in luxury fragrance brand Byredo to Spanish beauty conglomerate Puig. This follows BCLP’s role in the 2022 transaction where Puig acquired a 77% stake in Byredo. The deal was completed within three days to align with Puig’s then pending IPO. Manzanita Capital, a London-based family fund focused on premium beauty brands, continues to work with BCLP on multiple transactions.
BIC on €200 Million Acquisition of Tangle Teezer
Advised Société BIC S.A. (BIC) on its €200 million acquisition of Tangle Teezer, a leading British hairbrush brand known for its innovative detangling tools. Founded in 2007 and backed by Mayfair Equity Partners since 2021, Tangle Teezer has built a strong presence in Europe and North America. The transaction, completed on 11 December 2024, includes entities in the UK, Guernsey, Ireland, and the US. This strategic move supports BIC’s Horizon growth plan, expanding into the premium haircare market and leveraging synergies to accelerate global growth.
Farfetch on Sale of Violet Grey
In September 2024, a cross-border BCLP team led by Carol Osborne (London) and Kaley Rickert (Denver) advised Farfetch Limited and its U.S. affiliate on the sale of Violet Grey, Inc. back to its founder, Cassandra Grey, and new investor Sherif Guirgis. The transaction, completed in just 50 days, involved an all-cash purchase of 100% equity and included six-month transition arrangements to separate Violet Grey from the Farfetch platform. This transaction was subsequent to Farfetch’s acquisition of Los Angeles-based Violet Grey in 2022 with the expectation that the Violet Grey platform would serve as a launchpad for Farfetch’s beauty ambitions.
Leading Global Horticultural Company and Agricultural Affiliate
Advised a world-leading horticultural business on strategic corporate and commercial arrangements with its affiliated agricultural company’s EMEA subsidiaries, valued at approximately €15.4 million. The agreements include investment arrangements designed to strengthen collaboration and market alignment across Europe.
Leading Global Horticultural Company and Agribusiness Transaction
Advised a world leading horticultural business on cross-border agreements securing exclusive distribution rights and access to proprietary plant genetics. The matter involved multi-jurisdictional transactions in Africa, Australia, and the UK.
Multi-Million Revolving Facility
Advised a leading British beauty retailer, on securing a multi-million revolving credit facility from a UK leading bank. This facility doubles the previous arrangement and provides financing for three years, with an option to extend for a fourth year.
Beauty UK Launch
Advised a leading beauty brand on launching a UK platform, covering e-commerce setup, compliance, and strategic partnership planning. provided comprehensive legal support for the clients strategic expansion of the Beauty platform into the UK market. This represented a significant milestone in establishing a standalone UK operation rather than relying on US-based ordering systems.
Acquisition of a European E-Commerce Platform by a UK-Based Digital Marketplace Group
Advised the shareholders of a Netherlands-based e-commerce company specializing in scaling acquired brands on its acquisition by a UK-headquartered platform focused on accelerating growth for independent brands across global marketplaces. The transaction, structured as a share-for-share exchange, resulted in an enlarged group valued at approximately £115 million
Acquisition of British Luxury Brand
Advised two international investment groups on the acquisition of an iconic British luxury clothing brand. The new joint partnership aims to expand the brand’s presence worldwide through new retail openings and licensing deals, while preserving its heritage of craftsmanship and modern style.
Lumen Technologies on the $1.8 billion proposed divestiture of its EMEA Business
Advised 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;
Sale of 77% stake in Manzanita Capital to Puig
Advised 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. on its acquisition of Berry Gardens Limited.
Advised 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;
Sale of 25% Easyflyers Logistics shares to MNX Global Holdings
Advised 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 on its acquisition of Violet Grey
Advised 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. on the sale of its Diamond IP Division to Cygna Labs Corp
Advised 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:
Sale of “Eve Lom” brand to Yatsen Holding Limited
Advised 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 Exclusive Licenses and Distribution Agreements
Advised 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 $936 Million Acquisition of ExpressVPN
Advised 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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