Caroline Sculteur

Caroline Sculteur is a Senior Associate in Osborne Clarke's Corporate / M&A team, based in Luxembourg.

She advises multinational groups, private equity investors, financial institutions and asset managers on mergers and acquisitions, private equity transactions, capital markets matters, corporate restructurings and corporate governance frameworks.

Caroline advises clients throughout the full corporate and investment lifecycle, from transaction structuring and the establishment of Luxembourg acquisition and holding vehicles to acquisitions, disposals, reorganisations and strategic partnerships.

She also supports clients on strategic corporate governance matters, with particular strength in coordinating cross-border transactions involving multiple stakeholders.

Key focus areas

• Domestic and cross-border M&A transactions, including acquisitions, disposals and mergers
• Private equity transactions and portfolio company matters
• Corporate restructurings, group reorganisations and simplification projects
• Design and implementation of Luxembourg corporate and holding structures for multinational groups
• Corporate governance frameworks for Luxembourg companies, including company secretarial matters
• Luxembourg’s regulatory regime for maritime companies and maritime managers
• Capital markets transactions and related Luxembourg corporate aspects
• Legal due diligence and multi-jurisdictional transaction coordination
• Integration of AI-driven tools and workflow automation into transaction and governance processes.

Who I advise

• Multinational groups on the design and implementation of Luxembourg corporate structures, acquisitions, disposals and group reorganisations
• Private equity sponsors and real estate funds on transactional and corporate matters involving Luxembourg vehicles
• Financial institutions and asset management firms on governance, regulatory-driven corporate projects and the structuring of Luxembourg subsidiaries
• Alternative investment fund managers and regulated Luxembourg entities on corporate governance and company secretarial matters
• International businesses using Luxembourg as a platform for cross-border investments and holding structures.

Sector focus

• Financial Services: advising asset managers, management companies and investment funds on Luxembourg corporate structuring, governance and transactional matters
• Technology, Media and Communications: supporting multinational technology groups and investors on acquisitions, restructurings and the implementation of Luxembourg structures
• Mobility and Infrastructure: navigating foreign direct investment (FDI) screening and approval processes
• The Built Environment: advising real estate funds and investors on acquisitions, disposals and holding structures involving real estate assets
• Energy and Energy Transition: assisting corporate groups and investors with cross-border investment structures and corporate reorganisations in the energy sector.

How I help clients

Caroline provides structured, clear and commercially focused advice that helps clients execute transactions and governance projects with confidence.

Her combination of private practice and senior in-house experience gives her a practical understanding of how legal advice is implemented within organisations.

She works closely with boards, management teams, in-house counsel and advisers across jurisdictions to:

• identify legal, regulatory and execution risks at an early stage
• design Luxembourg structures that are workable in practice and aligned with group objectives
• manage multi-jurisdictional processes with rigour and clarity, and
• leverage AI-driven tools to enhance precision and efficiency.

Notable experience

• Advising large Sweden based global private equity firm on the full spectrum of their investment strategies
• Advising leading Spanish maritime group on its Luxembourg holding company structure and the Luxembourg aspects of acquisitions and corporate restructurings for the past three years
• Advising one of the largest and most experienced global private equity investors on acquisitions, disposals and corporate reorganisations involving Luxembourg entities
• Advising European real estate investment firm on the design and implementation of its Luxembourg corporate structure, including the establishment of holding and acquisition vehicles across multiple jurisdictions
• Assisting international high-tech metals firm specializing in sourcing and distributing rare earth oxides, titanium, and nickel wire on the structuring of a c. USD 800 million security token offering listed on the Bitfinex securities trading platform.

Credentials and recognition

• Member of the Luxembourg LPEA Private Equity for Women (PE4W) Club
• Regular webinar speaker on Luxembourg corporate law
• Admitted to the Luxembourg Bar (2023)
• Complementary courses in Luxembourg Law "CCDL", Ministry of Justice, Luxembourg (2022)
• Master's Degree (Cum Laude), International & European Business Law, University of Lorraine, France (2013)
• Master's Degree, European & International Law, University of Strasbourg, France (2012)
• Bachelor's Degree, Law, Facultés Universitaires Notre-Dame de la Paix, Namur, Belgium (2010)

Language proficiency:

• English – proficient
• French - proficient (mother tongue)
• Russian - conversational proficiency, with speaking and reading skills.