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March 1, 2015

Amendment no. 14 to the Non-Profit Organizations Law

Amendment no. 14 to the Non-Profit Organizations (Amutot) Law, came into effect in February, 2015.The purpose of the Amendment is to hone the rules of corporate governance that apply to amutot and includes provisions designed to strengthen the nature of the audit in amutot, increasing transparency and strengthening the oversight and investigation authorities of the Registrar of Amutot. The Amendment sets out provisions for the following issues: mandatory appointment of an internal auditor for an Amutah; expansion of the authorities of the Audit Committee (or the Audit Body of an amutah, as the case may be); granting oversight authorities and certification of supervisors by the Registrar of Amutot; expansion of the oversight authorities of the Registrar of Amutot through the use of external inspectors; expansion of the oversight authorities of the Registrar of Amutot regarding independent investigation of an amutah (and without the appointment of an external investigator); and various general provisions in a number of areas related to the relationship between the Registrar of Amutot and the amutot, and between the amutot themselves. One of the main changes in the Amendment relates to a new entity in an amutah - the internal auditor. An amutah with a turnover exceeding NIS 10 million (or exceeding a higher amount to be determined by the Minister of Justice) - must appoint an internal auditor (“Internal Auditor”) in addition to the existing internal auditing bodies that are stipulated in the Amutot Law (Audit Committee, or the Audit Body as the case may be, and the Auditing Accountant). The Internal Auditor will report to the Audit Committee on all matters related to professional issues, and to the Executive Board of the amutah on hierarchical-organizational matters. The appointment of the Internal Auditor will be done by the Executive Board of the amutah with the approval of the Audit Committee, and in the event of a disagreement, the General Assembly will decide. Responsibilities of the Internal Auditor include, inter alia: (a) submitting a proposal for the annual or periodic work plan for the approval of the Executive Board, after the Audit Committee has examined it, and the Executive Board will approve it, with the changes it sees fit; (b) conducting an internal audit, in addition to the aforementioned work plan, on matters that may arise for urgent examination as imposed upon him by the Executive Board or the Audit Committee; (c) submitting a report on the findings as part of the annual and/or periodic work plan - to the Executive Board, CEO and the Audit Committee of the amutah.​Amendment No. 14 also includes provisions which expand the authorities of the Audit Committee (or the Audit Body of an amutah, as applicable). Such expansion includes identifying and fixing problems in the amutah’s business administration, inter alia, by consulting with the amutah’s Internal Auditor or with its accountant, and to make proposals to the Executive Board regarding ways of correcting such problems.Additionally, added to the authorities of the Audit Committee, is the authority to examine the internal auditing system, including the Internal Auditor’s work plan, the amutah’s accountant remuneration and also to make arrangements regarding the manner of handling complaints brought by amutah employees regarding flaws in the conduct of its business and regarding the protection that will be provided to employees who complain, as aforementioned. 

February 17, 2015

A hi tech attraction/ Israel special report

Despite the conflict in  Gaza, 2014 was an extremely busy year for Israeli Hitech MA transactions. Several partners at leading law firms, including Simon Jaffa, were interviewed by "The Lawyer" to review last year’s results and discuss the technology market.

February 4, 2015

Dispute between Israeli company and Royal Jordanian Airlines erupts over package tours for Israeli Arabs to Saudi Arabia via Jordan

Milad Aviation Ltd., an Israeli company, is claiming that Royal Jordanian Airlines negotiated in bad faith for many years, delaying the conclusion of a written agreement, and then hijacked the whole venture for themselves. Milad Aviation Ltd, represented by Adv. Zohar Lande, threatens lawsuit of NIS 20 million against Royal Jordanian Airlines. For the full article, please click here

February 1, 2015

Round Table: Director responsibility in today’s era

Due to the many regulations, legal advisors and statements of claims, the directors of public companies do not know if it's their job to manage or supervise. Micky Barnea, a renowned figure in this field, was invited to be a member of a panel of experts to discuss the responsibility of the Board of Directors in the new era.

January 29, 2015

Mergers & Acquisition 2015 - Virtual Round Table

Corporate Live Wire held a Mergers Acquisition Roundtable  with five experts from around the world, including Simon Jaffa. The international Mergers Acquisition experts examined the latest changes and developments in each expert's respective jurisdiction. The mergers acquisition roundtable  provides in depth analysis of the latest trends in the MA arena. This included topics such as the main risks and challenges facing cross-border activity, tax implications and the strength of technology-based investment in Israel.

January 27, 2015

The Implications of violating Facebook’s terms and conditions

Recently, one of the most popular Facebook pages in Israel, by the name of "Twitting Statuses", was suspended and later permanently removed by Facebook. The reason for such action was that the operator of that page (the "Operator"), so it is understood, was paid to publish commercial content on that Facebook page, without going through the Facebook advertising system and without providing any due disclosure that such content was indeed paid for. It appears that the Operator offered various media packages to advertisers fixing prices based on different kinds of exposure on this page. After this manner of operation became public knowledge, Facebook suspended the page and a few days after that permanently removed it. Facebook stated that these actions were taken because the Operator had breached Facebook's terms and conditions. According to Facebook, the Operator received warnings about his manner of operation, but ignored them. Despite the Operator's efforts, which included going public with Facebook's actions and publishing a letter sent from him to the head of the Israeli office of Facebook, his efforts to change Facebook's decision were unsuccessful. Without getting into the legal spat between Facebook and the Operator, this turn of events proves the importance of following the terms and conditions of Facebook. All of the work and effort of the Operator will probably go down the drain, causing him substantial financial loss and diminution in value in connection with this Facebook page. And this is not something to trifle with - according to newspaper reports, the Operator, prior to this turn of events, asked to receive NIS 10,000,000 (approx. USD 2.5M) for the page and had 700,000 followers (and claimed to reach exposure of millions). Given the fact that this kind of business lives or dies on the existence of the Facebook page, and that it operates on a platform owned by a third party, it goes without saying that where the business is intended to generate followers and create value without adhering to the terms and conditions of the third party owned platform, it is reasonable to believe that sooner rather than later, such value will dissolve into thin air. Further,  where there are third party investors that are involved in such a business, this could establish a cause of action against the entrepreneur who used their investments for purposes of the business; where such a core fundamental element of the business is questionable, there is a possibility that the investors will seek to recover damages from the entrepreneur. So, entrepreneurs – pay close attention to the rules of any third party you rely on for the purpose of creating value for your business, failing which , you could expose yourself to financial difficulties on a number of fronts.

January 27, 2015

Draft maritime zones bill to clear the water for Oil & Gas Exploration

The recent decision of the Antitrust Commissioner with regard to the existence of a natural gas monopoly illustrates all the more emphatically the absence of an orderly legislative framework to regulate all matters pertaining to oil and gas exploration and production in Israel. Nevertheless, moves are being made to clarify the regulatory framework concerning off shore Oil Gas. A few weeks beforethe Commissioner’s decision,  the government had submitted a draft bill to the knesset on the matter of Israel's maritime zones. The draft bill is worded in a way that adopts the customary provisions of the international Convention of the Law of the Sea of 1982, even though the State of Israel is not one of its signatories. The draft bill defines five maritime zones, including the exclusive economic zone of the State of Israel. Besides defining the boundaries of the exclusive economic zone, the draft bill also prescribes the State’s powers and authorities and the laws that shall apply to that zone. The adoption of the draft bill by the knesset will create certainty and reduce the ambiguity surrounding all issues pertaining to oil and gas exploration, production, utilization and management in Israel’s economic waters. and should encourage foreign companies to consider entry into the Israeli market.

January 18, 2015

The Israeli Gas “Cartel’’ – The Battle Heats Up

As is often the case with any controversial issue in Israel, there are both vociferous supporters of the Commissioner’s recent decision regarding the agreement with Noble Energy of the USA and the Delek Group as well as a number of opponents.

January 13, 2015

Marie Tsion will lecture at the Upper Galilee Human Resources Managers Forum

On  12 February 2015, Marie Tsion, head of employment law, will participate in the HR Managers Forum of the northern region. The forum includes CEO’s and HR managers of leading companies and meets once a month at the Upper Galilee Regional Council.

January 13, 2015

Whitewater Holdings must pay 127 000 NIS to its former Vice President, Aviad Caspi

The Magistrate's Court in Tel Aviv accepted the claim of "Mika Benroy", a company  owned by Mr. Aviad Caspi, a former business development vice president of Whitewater Holdings. Caspi is also the  son in law of businessman, Edwin (Benny) Tish. Caspi submitted the claim  against  Whitewater Holdings, of which Uri Yogev is the founder and former Chairman of its Board of Directors . The Magistrate's Court decided that Whitewater Holdings must pay an amount of approximately 127 000 NIS to "Mika Benroy" (Caspi’s company) for services given to Whitewater Holdings, for which no consideration had been paid. The suit was filed by Adv. Zohar Lande, Adv. Shai Sharvit and Adv. Itay Wigoda from Barnea 

January 11, 2015

You’ve been on a job interview but are still waiting for an answer? The employer must now inform the job seeker

The new amendment to the Notice to Employee will require employers to give written responses to job applicants whether or not they have been hired. The new amendment will take effect at the end of January. Today, hiring procedures can include a number of in-house interviews, assessment centers and more. Thus the employee recruitment process has become increasingly longer. Candidates often have to wait lengthy periods before receiving a reply from employers and sometimes do not get a reply at all.  Candidates are left with considerable uncertainty regarding the important issue of pursuing a career. The amendment is intended to address these issues.

January 4, 2015

The Threats to the Foreign R&D Centers in Startup Nation

There is no doubt that Israel has a thriving high-tech industry. Israel has developed a high-tech eco-system that encompasses companies at various stages of development. It has also built up an extensive community of investors and development centers of international companies. The high-tech industry in the start-up nation has attracted and is attracting corporate giants from around the world to operate their development centers in Israel. This is done via the acquisition of Israeli companies or as part of a business strategy of creating a presence in Israel.

January 1, 2015

What to look out for in online gambling industry in 2015

In 2014, the online gambling industry faced many challenges, mainly due to regulatory issues but also due unsatisfactory results in several jurisdictions with the US States of Nevada and New Jersey probably the most disappointing in this respect. According to our head of gambling practice, 2015 will probably be challenging as well. One reason for this is that the new legislation in England, which came into effect towards the end of 2014, requiring any online gambling operator offering is services in England to operate under an online gambling license issued by the local Gambling Commission, as well as pay a substantial gambling tax. For the full article, please Click here

December 31, 2014

Lawyer of the year 2014 - Zohar Lande

Adv. Zohar Lande , senior partner and the head of the Litigation department at Barnea, was chosen by the prestigious "CorporateLiveWire " guide to the legal profession as "Lawyer of the year 2014" in Litigation Dispute resolution in Israel.

December 25, 2014

Zero% VAT on medication acquired for clinical trials in Israel

The new VAT amendments will lower the cost of clinical trials on humans in Israel. The amendment to the VAT legislation is expected to benefit international companies which conduct clinical trials in Israel. Adv. Harel Perlmutter, who specializes in international taxation at Barnea Co., was interviewed to Globes and stated that: "the new amendments will have two major implications – Firstly when the Israeli company acquires the medication from an overseas company, the Israeli company will not have to pay VAT or Customs Duty in Israel (the Israeli company will usually pass on these costs to the overseas company). Secondly, when the Israeli company charges fees for its services to the overseas company for doing the trials, the Israeli company will charge VAT at zero per cent."

December 18, 2014

The 2015 InterGame Year Book & Directory is now available in digital format

Barnea has once again been chosen to be included in the 2015 InterGame Year Book Directory as one of the law firms advising the gaming and games industries.

December 17, 2014

International Comparative Legal Guide to Gambling 2015 - ICLG

We are the authors of the Israeli chapter in the International Comparative Legal Guide to Gambling 2015. The Guide covers a range of topics including: relevant authorities and legislation, application for a license and license restrictions, enforcement, liability and more. This publication is one of 38 ICLG guides published which cover all major practice areas and provide in-house counsel with a legal overview in different jurisdictions.

December 16, 2014

The Treatment of Electrical and Electronic Equipment and Batteries Law

The Treatment of Electrical and Electronic Equipment and Batteries Law came into effect recently. Asaf Shalev,head of Environmental Law at Barnea Co explains the Law and its ramifications for suppliers, distributors and marketers.

December 16, 2014

Treatment of Electronic Waste

The Environment Treatment of Electrical and Electronic Equipment and Batteries Law came into effect recently, as well as the regulations promulgated thereunder. The Law and the regulations prescribe arrangements for the environmental treatment of electrical and electronic equipment, batteries and accumulators in Israel in order to encourage re-use of electrical and electronic equipment, batteries and accumulators and in order to mitigate the negative effects of such equipment and batteries and of the waste generated by them on the environment and on public health.

December 11, 2014

Barnea & Co. represented Israel Natural Gas Lines

The Real Estate department, headed by Ariel Nadler, represented Israel Natural Gas Lines in the petition filed against it by Kibbutz Regavim. The judge rejected the petition stating that she did not see a reason to interfere in the government’s decision. In her view, once the safety concerns had been cleared, the kibbutz should have withdrawn the petition, which it did not do, The kibbutz will have to bear petition costs of NIS 4,000,000.