Clients updates / Public companies

Commercial information or intentions disclosed in public companies’ public statements might expose them to investigations or sanctions by the Israel Competition Authority. The tension between the reporting obligation and the desire to maintain a competitive market will be resolved only through clear guidelines issued by the regulatory authorities.

The Israeli Privacy Protection Authority recently published a draft directive that imposes the responsibility for fulfilling certain obligations on the board of directors, including the obligation to appoint an officer responsible for compliance with the Privacy Protection Regulations

The number of companies with a decentralized ownership structure, i.e., with no controlling shareholder, has been rising in recent years, as has their share of the capital traded on the Tel Aviv Stock Exchange. The recently proposed amendment to the Israeli Companies Law aims to revise the corporate governance regulations specifically applicable to such companies. 

The publication of the questionnaire aligns with global trends and reflects the importance of this subject for investors. According to the TASE press release, only 70 companies currently publish full ESG reports.

According to a new ISA legal position, convening a general meeting of shareholders to vote on a public company’s appointment of an independent auditor requires expanded disclosure.

Dozens of motions were filed in recent weeks to certify class actions against some of the most well-known and leading publicly traded companies and reporting corporations in Israel. These motions to certify class actions are similar in nature (apart from the different defendants) and most were filed by the same plaintiffs-petitioners and through the same attorneys.

The Tel Aviv District Court recently handed down a ruling in the Ceragon Networks case. The ruling states that dual-listed companies may face exposure to lawsuits based on the liability rules under Israeli law.

In recent weeks, the Israeli Ministry of Justice published a memorandum proposing an amendment to the Companies Law, focusing on the corporate governance regime in public companies without a controlling shareholder.

The Israel Securities Authority will soon require public companies to disclose details about independent committees tasked with overseeing transactions with controlling shareholders. The staff position was put together due to the increased need for supervision and oversight of decision-making processes in transactions between public companies and their controlling shareholders.

The Israel Securities Authority announced a new relief for public companies regarding directors’ and officers’ liability insurance. This relief will enable companies to include in remuneration policies only the scope of the insurance coverage, without the other parameters required to date.

Several weeks ago, the Israel Securities Authority published a staff position paper on the consequences of the coronavirus crisis for the disclosure and financial reporting included in the 2020 first quarter report.

In light of the global coronavirus crisis, the Israel Securities Authority (ISA) has published several steps toward easing the burden on public companies and reporting corporations whose securities are traded on the Tel Aviv Stock Exchange.

The Israel Securities Authority has published a position paper summarizing updated information about the processes for listing and delisting dual-listed companies on the Tel Aviv Stock Exchange and additional stock exchanges abroad. The position paper provides information both to dual-listed companies and companies considering dual listing.

On April 12, 2019, Arcturus Therapeutics Ltd., an Israeli public company traded on NASDAQ, published in the United States a prospectus and proxy statement (convening a general meeting of shareholders of the company). Publishing the prospectus is an advanced step toward completing an arrangement between the company and its shareholders.

Israeli Securities Authority Classifies Cryptographic Coins as Commodities Rather Than Securities. On March 19, 2018, the interim report of the Committee for Examination and Regulation of Cryptographic Currencies, which was established in August 2017, was submitted. The interim report examines the applicability of the Securities Law to offerings to the public in Israel based on decentralized registration.

The Israel Securities Authority published an announcement to investors with various emphases about public companies operating in the medical cannabis market. Its announcement calls investors’ attention to several parameters they should consider when deciding whether to invest in securities of public companies operating, or expecting to begin operating, in the medical cannabis market.

With an eye to these other major markets, the Israel Securities Authority (ISA) has promulgated draft regulations for public comment that enable all reporting companies in Israel, who so desire, to publish their reports in English.

In light of the increasing magnitude and scope of cyber threats, as well as growing concerns about disruptions to public companies’ operations, the Israel Securities Authority (ISA) has published a Staff Position Statement addressing public companies’ required disclosures for all cyber-related issues.