James advises clients on private acquisitions and disposals, public takeovers and schemes of arrangement, equity capital markets, and listed corporate governance. He has a reputation for providing excellent client service and for being solutions-oriented.
James is a corporate partner specialising in M&A and capital markets transactions. He advises leading companies and sponsors on their most complex and significant transactions in the New Zealand market.
James has particular expertise in takeovers law and strategy (including extensive schemes experience), and is one of New Zealand's leading takeovers lawyers. He has acted on nearly half of the major takeovers in the New Zealand market over the last decade. He brings an international perspective to his takeover practice, having worked on a number of significant takeovers during his four years at Slaughter and May in London. His understanding of Australian and UK takeovers law and practice is particularly valued by international clients.
In addition to his transactional work, James regularly provides listing rule and corporate governance advice to a number of listed companies. He is a member of the executive of the Listed Companies Association. He was also a member of the regulatory working group of Capital Markets 2029 (the NZX and FMA initiated industry-led review of New Zealand's capital markets).
Chambers Asia Pacific 2022 ranks James as a leading corporate lawyer, noting that he is well regarded for his work advising clients in relation to both international and domestic M&A transactions. It notes that he is described by clients as "our go-to front man", “the possessor of a constructive and conciliatory manner” and a source of "straight-to-the-point, commercial advice."
The IFLR1000 2022 recognises James as highly regarded for his M&A work. James is also recommended for corporate and M&A by The Legal 500 Asia Pacific 2022, with previous edition client feedback stating that he “provides insightful and commercial advice" and is “highly recommended". He is also recognised by Best Lawyers® for Corporate Law, and Mergers and Acquisitions Law.
Work highlights
Takeovers
Pushpay takeover
Advising the consortium of BGH Capital and Sixth Street on their proposed NZ$1.5 billion acquisition of NZX and ASX-listed Pushpay Holdings Limited by way of scheme of arrangement.
Abano takeovers
Advised BGH Capital and Ontario Teachers' Pension Plan Board on their NZ$137 million acquisition of NZX-listed Abano by way of scheme of arrangement. The scheme involved an innovative consideration adjustment mechanism and was proposed after BGH Capital and Ontario Teachers' Pension Plan Board had successfully terminated the first proposed scheme of arrangement due to a material adverse change.
Nuplex takeover
Advised Nuplex Industries on its acquisition by Allnex by way of scheme of arrangement. The billion-dollar transaction was the largest completed takeover involving a New Zealand target company in a decade and was the first large takeover to be implemented by way of scheme of arrangement under the new regime for schemes, which came into force in 2014. This transaction won the New Zealand Deal of the Year, as well as M&A Deal of the Year, at the 2017 New Zealand Law Awards.
Fisher & Paykel Appliances takeover
Advised Fisher & Paykel Appliances on the successful NZ$927 million takeover by Haier.
Private M&A
Acquisition of Healthscope's New Zealand pathology business
Advised Ontario Teachers' Pension Plan Board on the regulatory aspects of, and the shareholder arrangements for, its acquisition, with NZ Super Fund, of New Zealand's largest provider of pathology services, Asia Pacific Healthcare Group, for approximately NZ$550 million. Both OTPP and NZ Super Fund took at a 50% stake.
Nippon Paper acquisition of Orora's fibre business
Advised Nippon Paper, as part of an integrated team with Herbert Smith Freehills, on its acquisition of Orora's Fibre business in Australia and NZ for A$1.7 billion.
Sale of LeasePlan
Advised LeasePlan Corporation on the New Zealand law aspects of its sale of LeasePlan Australia and New Zealand to SG Fleet for approximately A$390 million.
Capital Markets
Fletcher Building on-market share buyback programme
Advising Fletcher Building on its on-market share buyback of Fletcher Building shares, for a maximum aggregate purchase price of NZ$300 million, announced in May 2021 and which commenced in June 2021.
Fletcher Building NZ$750 million rights issue
Advised Fletcher Building on its NZ$750 million fully underwritten accelerated renounceable entitlement offer. This transaction was the largest secondary capital raising ever undertaken in New Zealand.
Underwriting arrangements for Jarden and Macquarie
Advising Jarden and Macquarie on various underwriting arrangements, including advising Macquarie on EBOS’ $675 million capital raising to partly fund the acquisition of LifeHealthcare, Jarden and Macquarie on Oceania’s $100 million equity raising to fund acquisitions, and Jarden on Seeka’s capital raising.
Millennium & Copthorne capital reduction and distribution in specie
Acted for Millennium & Copthorne Hotels New Zealand on its capital reduction and distribution in specie of approximately NZ$240 million worth of shares in First Sponsor Group by way of a Court approved scheme of arrangement. This deal won the Capital Markets Deal of the Year and the International Deal of the Year at the 2015 New Zealand Law Awards.
