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Adv. Gal Livshits

Unregulated Trust Mechanisms

December 5, 2024 / by Gal Livshits

We tend to think of a “trust” as a regulated contractual mechanism that people create through an agreement, a letter of authorization to a trustee etc. But is it possible to become part of a trust arrangement without it being formally regulated? The (perhaps surprising) answer is unequivocally “yes.”

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Adv. Sagi Gross

Tax Benefits to NGOs in Israel and “Public Purposes”

August 28, 2024 / by Sagi Gross

In order to promote the activities of NGOs, and to encourage donors to donate to these public benefit institutions, the State of Israel is granting them unique tax benefits, subject to the fulfillment of defined criteria.

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עו"ד אילן בלומנפלד, מחלקה מסחרית, ברנע ג'פה לנדה ושות'

Conditional Payment (Earn-Out)

August 1, 2024 / by Ilan Blumenfeld , Dor Levi-Tam

An earn-out arrangement involves the seller agreeing to receive only a portion of the consideration at the transaction’s completion, with the remainder contingent upon the acquired company’s achievement of specified financial or operational milestones during a defined post-completion period.

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עו"ד דנה בן יהודה

The Israeli Approach to Anti-Dilution Rights

July 18, 2024 / by Dana Ben-Yehuda

Investors that want to preserve their holding percentage in a company have two main options: an anti-dilution right or a pre-emptive right. Each has a different significance, but adding both to the investment agreement will fully protect an investor’s holdings. The Israeli Approach to Anti-Dilution Rights

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Adv. Roy Engel

Institutional Investors, Investment Funds, and ESG

February 1, 2024 / by Roy Engel

The European regulations that apply to investment funds are expanding to cover ESG issues. Israeli institutional investors should familiarize themselves with the regulations and prepare for similar regulations in Israel.

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Adv. Samuel Henri Samuel | Barnea Jaffa Lnade

Doing Business in Israel: Effects of War in Israel on International Companies

October 25, 2023 / by Samuel Henri Samuel

The effects of war on international contracts and agreements is considerable, yet the law in Israel does not automatically regard a state of war as one. It is therefore crucial to address such issues in the contract itself.

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Adv. Roy Engel

Israeli Institutional Investors and Transfer Rights

July 9, 2023 / by Roy Engel , Yakov Vilenski

Investment funds usually make transfers of units in a fund to third parties contingent upon the approval of the fund managers. This practice may make it difficult for Israeli institutional investors to prove ownership and absolute control over units, as required by the regulations.

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Adv. Sagi Gross

Material Adverse Change (MAC) Clauses in M&A Transactions

July 2, 2023 / by Sagi Gross

MAC clauses are designed to protect buyers from adverse changes in the company they are acquiring. However, because there is no single, precise, and all-encompassing definition of these types of changes, and because courts are in no hurry to adjudicate cases involving MAC clauses, it is important to know how to draft them as clearly and explicitly as possible.

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Adv. Roy Engel

Default Arrangements in Israeli Investment Funds – Unwritten Provisions in Partnership Agreements

June 19, 2023 / by Roy Engel , Yakov Vilenski

Many investors and fund managers are unaware that a simple reading of the relevant partnership agreement is not sufficient to get the “full picture” of the legal conditions that apply to their specific limited partnership.

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Adv. Idan Miller

Doing Business in Israel: Insolvency Law

May 30, 2023 / by Idan Miller

Foreign companies looking to engage with Israeli companies also need to consider that Israeli insolvency law mandates jurisdiction in Israel and creditor equality, regardless of country of incorporation.

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