The Barnea Jaffa Lande Blog

ESG: The New Must-Have in the Due Diligence Process

September 29, 2021 / by Sagi Gross

An assessment of environmental, social, and governance (ESG) factors has become an integral part of the due diligence review of companies. Such 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.

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Categories: Corporate | Regulation

Class Actions: What Happens When the Alleged “Wrongdoing” Has Already Been Rectified?

September 2, 2021 / by Eyal Nachshon , Shay Bello

Motions to certify class actions have long since become one of the most prevalent challenges facing private and public companies providing services to the public. Empirical studies show a gradual and nearly steady rise in the number of motions to certify class actions being filed since the Israeli Class Actions Law was enacted in 2006 and to date. If initially, a few dozen motions were filed annually, today, hundreds and even thousands of such motions are filed each year with the various courts, which imposes a heavy burden on the courts and on the parties being sued.

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Categories: Litigation

Indictments Filed in US for Fraudulent Receipt of Federal Financial Assistance from CARES Act

August 12, 2021 / by Hadar Israeli

With the outbreak of the COVID-19 pandemic, the United States government enacted the Coronavirus Aid, Relief and Economic Security (CARES) Act. The volume of assistance, totalling USD 2.8 trillion, provided financial aid to individuals and organizations facing economic hardship and access to loans with convenient terms for the purpose of paying salaries and other specific expenses under a program called the Paycheck Protection Program (PPP). Many Israeli companies operating in the United States also submitted applications for grants and loans under the PPP. The initiative, while commendable, also opened the door for those seeking to exploit the government assistance to commit fraud and deceit.

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Categories: Litigation | White Collar

Comments and Insights on the Capital Structure of Startup Companies

July 29, 2021 / by Ken Shaked

In the regular corporate world, the capital structure of a company usually means the ratio between the company’s equity (money the company’s owners invested in it) and debt capital (external funding injected into the company by banks and other loans). For technology companies, however, the term “capital structure” usually refers to the division of the company’s ownership among the entrepreneurs and investors subsequent to the investment rounds in the company. Thus, holding 50 shares of a “regular” company that has 1,000 issued shares represents ownership of 5% of the company’s shares and entitlement to receive 5% of its distributable profits. However, if you hold 50 shares of a tech startup company that has 1,000 issued shares, this does not necessarily mean you are entitled to receive 5% of the proceeds in the event of an “exit” and the startup’s sale to a third party. Over the years, investors and entrepreneurs in startup companies have developed ownership structures that bear no resemblance to the ownership formula used in “regular” companies.

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Categories: High Tech | Start- Ups

Implications of European Whistleblower Protection Directive on Israeli Companies

July 13, 2021 / by Zvi Gabbay

By October, companies in the European Union employing at least 50 employees will be required to operate an internal reporting system for reporting misconduct that may indicate compliance violations. Furthermore, all companies in the EU, regardless of size, will be required to ensure the protection of whistleblowers from all types of retaliation. The EU Whistleblower Protection Directive originally came into force in October 2019. It gave EU member states two years to prepare to incorporate the directive into their national legislation. Prior to the enactment of the directive, no uniform binding legislation applied to all EU member states and only 10 member states had enacted national legislation in this regard. The upcoming inception of national whistleblower protection laws throughout the EU will naturally trigger a ripple effect.

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Categories: Enforcement | Litigation | White Collar

M&A and Energy – Seven Tips for Israeli Energy Companies Who Wish to Expand Overseas

June 21, 2021 / by Samuel Henri Samuel

In 2020, clean energy companies led over 25% of all IPOs in Israel. With such monetary amounts being raised on the TASE, many clean energy entrepreneurs have turned their eyes to foreign markets to develop and expand their industry, especially in Europe and the United States. Here are seven tips for Israeli companies who wish to plan their entry into new energy markets overseas.

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Categories: Corporate | Infrastructure

A Good Start for A Successful Exit

June 9, 2021 / by Ken Shaked

Entrepreneurs? Launching a start-up? The first question you should ask yourself is what is your exit strategy. If you do not know the answer, you should stop and make a plan, because your exit strategy is your company’s success plan.

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Categories: Corporate | Start- Ups

Startups: How Much Is Your Invention Worth

May 23, 2021 / by Ken Shaked

Licensing agreements are the cornerstones of technology companies based on intellectual property. A licensing agreement is a legal contract between two parties, known as the licensor and the licensee. The licensor provides the licensee a right to use and a limited license, while the licensee accepts a series of conditions related to use of the product and payment for such use.

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Categories: Corporate | High Tech | Start- Ups

Five Key Points on Capital Raising for Hedge Funds

May 9, 2021 / by Roy Engel

The cornerstone of a successful hedge fund is a successful investment strategy. That is self-evident. However, if the managers of the potential hedge fund are not successful in raising capital, this potential will never be tested or realized. We list below the five key points we believe hedge fund managers should take into account when raising capital for their funds.

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Categories: Capital Markets

2021: Trends in Regulatory Compliance and Risk Management

April 25, 2021 / by Zvi Gabbay , Eran Elharar

2020 was a particularly challenging year due to the coronavirus pandemic. For corporate risk managers and compliance officers, the year posed additional challenges. Organizations had to contend with an alarming rise in cyberattacks, supply chain constraints, employee health and safety, corporate governance and compliance, and diverse risks relating to or deriving from various content worlds. Nevertheless, if 2020 has taught us anything, it is that risks to a corporation, regardless of their source, are intertwined.

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Categories: Regulation

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