Sagi possesses vast and varied experience in commercial law, corporate law, mergers and acquisitions, intellectual property, and regulation. Sagi provides ongoing legal advice to a variety of corporations, particularly NPOs, cooperative societies and partnerships.
Sagi advises the firm’s corporate clients on various aspects of commercial and corporate law, including commercial agreements, service agreements, loan and securities agreements, distribution, franchising, manufacturing, sale, and supply. In addition, Sagi provides legal opinions on a variety of regulatory issues, including antitrust, consumer protection, and tenders law.
Sagi also represents clients in commercial transactions, joint ventures, mergers and acquisitions, and restructuring and financing arrangements.
Prior to joining Barnea, Sagi practiced law for several years at a leading Israeli firm.
Tel Aviv University LL.M. 2020
The Interdisciplinary Center Herzliya LL.B, B.A Business Administration 2010
Member of Israel Bar Association since 2011
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ESG: The New Must-Have in the Due Diligence Process
An assessment of ESG factors has become an integral part of the due diligence review of companies. ESG, an acronym, refers to environmental, social, and governance—three of the major non-financial factors on which responsible investment focuses.
An ESG assessment may provide a potential acquirer with a detailed analysis of a company’s ability to operate successfully in a corporate world with growing environmental awareness. This is especially important for companies looking at merger and acquisition targets and seeking new investments. It is also important for any company for its future planning.
This means that in addition to all other matters, including the financial and anti-corruption reviews that must be conducted, a thorough due diligence review must carefully examine compliance with various ESG issues. These are increasingly posing regulatory risks as governments around the world impose new regulatory requirements to address many of these matters.
Issues considered in an ESG due diligence review:
Environmental – This includes consideration of pollution, emissions, waste, water, natural resource management, land use, energy, climate impact, use of non-renewable resources, and supply-chain management.
Social – Management of reputational risk is increasingly important for the success of a company. These considerations include review of the health and safety of a company’s workers and customers, as well as addressing human rights issues, including modern slavery and child labor and a company’s use of conflict minerals either directly or through its supply chain.
Governance – This is perhaps the most familiar issue and includes not only compliance with financial and corporate reporting, as well as anti-bribery, corruption, and money laundering regulations, but also consideration of a company’s policy and performance related to diversity and inclusion, gender pay gaps, executive pay, data protection, cyber-security, and risk management and oversight.
Qualified legal counsel can assist a company in navigating potential regulatory and risk minefields by providing it with practical advice designed to implement ESG considerations and meet its goals. It can do so by assisting the company in conducting a carefully structured ESG due diligence review and developing ESG policies and practices. This often includes reviewing transactions and lending parameters to identify potential ESG issues, aiding a company in effectively responding to ESG events, and assisting a company in drafting appropriate reports.
Questions to ask when planning a review:
- Has a company’s supply chain been evaluated for potential ESG risks?
- Does a company have appropriate personnel training, whistleblowing rules, and case management?
- Does the company have documentation evidencing appropriate personnel training, whistleblowing rules, and case management?
- Have ESG concepts, goals, and concerns been effectively implemented in the company?
- When considering the acquisition of an international business, is the target company’s data reliable and appropriate? This includes consideration of and compliance with the diverse regulations that impact an international company.
- How well and how quickly can the buyer and the target company integrate their operational models addressing ESG risk and compliance after the deal is closed?
- Given the ever-increasing importance of ESG factors in today’s world, will the post-acquisition organization be able to satisfy the ESG targets and deadlines.
The ESG field seems likely to continue to develop and become a central aspect of the conduct of corporations, as well as an essential consideration in international transactions. Accordingly, commercial corporations must dedicate resources (particularly legal resources) to this subject, both in day-to-day conduct and in transactions.
Israeli High Court Ruling: Knesset Finance Committee Limited in Authority to Approve Tax Benefits for NPOs
The Israeli High Court of Justice ruled recently that section 46 of the Income Tax Ordinance does not authorize the Knesset Finance Committee to exercise broad discretion in recognizing NPOs and in fact the Committee’s approval is limited solely to that related to its supervisory role.
Climate Law Memorandum: Goals and Means for Handling the Climate Crisis
The Ministry of Environmental Protection recently published the Memorandum for the Climate Law 2021. The memorandum’s main purpose is to create an organizational framework for Israel's handling of the global climate crisis. It follows the developing trend among countries worldwide that have enacted similar climate legislation. According to the memorandum, handling the crisis shall occur on two primary levels. The first is prevention and minimization of greenhouse gas emissions in order for Israel to meet its international obligations under the Paris Agreement. The second is advancing national preparedness for the impacts and harms of the climate crisis.