Professional profile
About James
Cross-Border M&A and Corporate Reorganisation Counsel in London
James Rees advises UK businesses, Chinese outbound investors, multinational groups, private equity funds and founder teams on the full life cycle of mergers and acquisitions and corporate reorganisations under English law, from structuring and documentation through regulatory clearance and post-closing integration.
Mr. Rees is a Solicitor of the Senior Courts of England and Wales with nearly twenty years of experience in company mergers and acquisitions and corporate restructuring. His practice operates within the Companies Act 2006, the UK City Code on Takeovers and Mergers (the Takeover Code) and the practical mechanics of complex commercial completions, and is delivered in both English and Mandarin for Chinese-speaking clients. He is known for a commercial, deal-focused style: legal advice is translated into decisions that can actually be executed within demanding transaction timelines, rather than presented as abstract statute summaries.
Share and Asset Acquisitions and Cross-Border M&A
Mr. Rees manages the full life cycle of share and asset transactions in the UK and across multiple jurisdictions:
- Transaction structuring and early drafting — evaluation of acquisition structures, negotiation of Heads of Terms, exclusivity agreements and non-disclosure agreements (NDAs), and alignment of the deal timetable with financing and regulatory steps.
- Legal due diligence — coordination of comprehensive legal due diligence covering share capital and group structure, intellectual property, employees and TUPE rules, material commercial contracts, compliance records and debt and liability exposures, with a written risk map rather than a generic checklist.
- Transaction documents — drafting, revision and negotiation of share purchase agreements (SPAs), asset purchase agreements (APAs), disclosure letters and transitional services agreements (TSAs), with careful design of warranties, indemnities and liability caps so that risk allocation matches the commercial deal.
NSI Act and Regulatory Clearance
For acquisitions in sensitive sectors, Mr. Rees provides forward-looking compliance assessment and government review support:
- UK National Security and Investment Act 2021 (NSI Act) — assessment of whether a transaction triggers mandatory or voluntary notification across the seventeen sensitive sectors, including defence, advanced technology, semiconductors, artificial intelligence and critical infrastructure; preparation and submission of notifications to the Cabinet Office and management of the statutory review process, with confidentiality preserved through the transaction.
- Competition and Markets Authority (CMA) and sectoral clearances — merger control risk assessment under UK competition law, and change-of-control approvals for regulated sectors including financial services (FCA), telecommunications and energy.
Private Equity, MBO/MBI and Founder Exits
Mr. Rees advises on mid-market and high-growth capital activity: shareholders' agreements and articles of association for institutional investors and high-growth companies, preferred share and convertible note financings, management buyouts and buy-ins (MBO/MBI), management incentive plans (MIPs), and tax-efficient exit strategies for founders and family shareholders that preserve value across signing, closing and post-closing earn-outs.
Corporate Reorganisation, Joint Ventures and Post-Closing Integration
His reorganisation practice covers capital reductions, carve-outs, demergers and asset restructurings designed to improve group governance and operational efficiency, and the design of joint venture structures for cross-border cooperation between UK and Chinese businesses, including voting arrangements, deadlock provisions, non-compete terms and clearly defined exit routes.
Engagement Approach
Mr. Rees works in English and Mandarin and coordinates with UK employment (TUPE), real estate, tax and intellectual property teams to deliver integrated, one-stop support for cross-border transactions. Engagements are confirmed in writing with clear scope, fee and communication protocols, and advice is given in plain English with concrete next steps. New inquiries are handled through this profile's contact form, routed by listing id.
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