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Carol Osborne is a dual-qualified lawyer in the UK and the U.S. who has twenty-five years of experience advising private and public companies on complex corporate legal issues, including cross-border mergers and acquisitions (M&A), high value commercial agreements, and strategic business matters.

Her mid-cap domestic and international M&A experience includes advising on investments, acquisitions, disposals and divestures (including distressed and special situations), joint ventures and strategic alliances for private equity, venture capital and strategic investors.

Also, she advises on public and private securities offerings as well as U.S. federal securities law reporting and compliance.

Although Ms. Osborne’s practice covers a range of industries, she has particular expertise working with manufacturers, retailers and private equity investors in the consumer products arena and is one of the partners working in our Retail Team.

Her years of experience as general counsel to a number of public and private companies enables her to effectively counsel boards of directors and special board committees on corporate governance, significant corporate transactions and fiduciary issues. Ms. Osborne has served as the General Counsel of LECG Corporation, a public consulting firm, and also as their Managing Director of FAS Operations.

Ms. Osborne is individually recognised as a notable practitioner and specialist in Commercial Contracts by Chambers UK 2016. Also, Ms. Osborne is recognised in The Legal 500 UK 2015 for her Commercial Contracts experience.  “Bryan Cave offers niche expertise in the retail and luxury brands sector…Her US knowledge means that ‘things are not lost in translation, as is often the case when working with local counsel’.”

 

Professional Affiliations

    • California Bar Association
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Representative Experience

Examples of Ms. Osborne’s experience includes:

Transactional Matters

  • Represented an acquirer of a portfolio of international luxury resort properties.
  • Represented a bidder on its acquisition of operating assets of a UK-based multi-store retailer of women’s clothing out of administration/bankruptcy.
  • Represented a waste collection and disposal company in Series D preferred stock financing for growth capital.
  • Represented a concierges services business in Series D preferred stock financing for growth capital and acquisition financing.
  • Represented a private equity investor in a distressed acquisition of California and Nevada based trucking and hauling services business in UCC Article 9 sale by lender and subsequent tuck-in acquisition of a regional competitor.
  • Represented a private equity investor in a distressed acquisition of a contract electronics manufacturing firm in UCC Article 9 sale by lender.
  • Represented a private equity investor in its acquisition of a plastic pallet pooling business and associated joint venture with a strategic partner.

Consumer Products Matters

  • Advised on the design and development of promotions, sweepstakes and customer loyalty programs for retailers.
  • Advised on privacy and data protection compliance for global ecommerce businesses.
  • Negotiated franchise and licensing agreements for retailers including duty-free concessions.
  • Negotiated software licensing agreements for key operational functions (point of sale, warehouse operations) for retailers.
  • Preparation and negotiation of vendor agreements between luxury brands and retailers.
  • Structured joint ventures and strategic alliances as strategy for growing distribution channels for retailers.
  • Reviewed store operations and regulatory compliance matters for cosmetics, luxury goods, and duty-free retailers.

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