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November 17, 2020
Israel Securities Authority – What Constitutes Securities Fraud?
The Israel Securities Authority recently published a staff position on situations it believes indicate fraudulent securities trading and which justify opening a criminal investigation.
November 17, 2020
Haifa District Court: Repurchasing of Shares Is Not a Tax Event for Remaining Shareholders
In a bold step, the Haifa District Court rejected the Israel Tax Authority’s position on a company’s repurchasing of shares, and in effect split with a ruling of the Tel Aviv District Court, who considered a similar issue several years ago.
November 15, 2020
ISA: Expanding Disclosure on Independent Committees
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.
November 15, 2020
Privacy Protection Authority: Appointing a Privacy Protection Supervisor Is a Necessary Step for Israeli Companies
Israel’s Privacy Protection Authority has published its recommendation that every organization appoint a privacy protection supervisor. This supervisor’s task is to implement the privacy protection laws that apply to the organization. The PPA noted that although Israeli law does not impose such a duty, it is a best practice recommended for organizations that collect and analyze personal data.
November 11, 2020
Dr. Zvi Gabbay Lectures on Distribution and Marketing of Hedge Funds
Dr. Zvi Gabbay lectured today on the distribution and marketing of hedge funds as part of a virtual conference held in collaboration with the Israel Hedge Funds Association and the international law firm Katten Muchin Rosenman.
November 9, 2020
Our Firm Represented CAF in Funding for Jerusalem Light Rail Project
After a year of negotiations, Jerusalem Light Rail concessionaire Shapir Engineering and its Spanish partner CAF announced the closure of a financial agreement for the construction and operation of a network of light rail lines in Jerusalem. The project's initial financing, amounting to nearly NIS 4 billion, will be led by Bank Hapoalim, with the participation of First International Bank of Israel, investment house Altshuler Shaham, and insurance company Migdal. Our firm's Simon Jaffa and Samuel Henry Samuel represented CAF in the transaction. This is CAF's first project in Israel.
November 9, 2020
Crowdfunding Platforms – New Regulation in Europe
The European Parliament recently adopted a new regulation on crowdfunding platform activity. This regulation will apply across the board to all European Union countries. According to the new regulation's provisions, it is possible to raise up to only EUR 5 million on a crowdfunding platform. Additionally, the regulation stipulates rules to protect people investing through a crowdfunding platform, reporting duties for the entities raising funds, and more.
November 2, 2020
COVID-19, From Crisis to Opportunity
Crises test our resilience. They prevent us from deceiving ourselves about things that are unpleasant to face. Therefore, the COVID-19 crisis is a real opportunity to upgrade an organizations compliance mechanisms and the status of its compliance officer. This includes not only improving compliance capabilities, but also integrating and deepening connections to the organizations management.
November 1, 2020
COVID-19 Does Not Justify a Breach of or Deviation from a Contract When Its Arrival in Israel Was Foreseeable
An Israeli court recently rendered an interesting ruling on the impact of COVID-19. The case in question involved the lease agreement for the operation of a hotel. The lease agreement, executed in February 2020, provided payment of rental fees for the month of March, but payment for the months of April and May had not yet been arranged.
November 1, 2020
Representing Danel in Acquisition of Manor Medical
Our firm represented Danel in the acquisition of 51% of Manor Medical, an egg donation and surrogacy company.
Advs. Micky Barnea, and Ilan Blumenfeld represented Danel in the acquisition with a value of up to NIS 140 million.
October 29, 2020
An Urban Renewal Project Agreement Is Not Transferrable
In urban renewal projects, residents or owner’s rights holders select the company with whom they are willing to embark upon this long journey, based on relationship of trust and competence. The trust required leads both parties to execute a binding agreement. Understandably, residents expect the company which whom they have contracted with to remain unchanged and not for those rights not to be transferred to other parties.
October 27, 2020
Israeli Government Encourages Companies to Publish Corporate Responsibility Reports
A recently launched government program aims to encourage companies to publish social responsibility reports, or ESG (environmental, social, and government) responsibility reports. The Ministry of Strategic Affairs in the Prime Minister's Office announced the launch of the “Impact Nation" program, as part of a broad move to promote publication of positive economic information regarding Israeli companies, following the publication of the Israeli companies database by UN Human Rights Council.
October 27, 2020
How Can It Be That a Small Virus Is Threatening the Cornerstones by Which Corporations Operate?
A number of US pharma companies have issued a joint statement promising not to shorten the process for developing a coronavirus vaccine or to prioritize narrow economic considerations over public health.
This cooperation between competing companies challenges existing perceptions about the business sector and shows that sometimes public health is no less an important consideration.
Is now the time for companies to value the public good and other relevant stakeholders over company shareholders? Dr. Zvi Gabbay's op-ed on the subject was published in Globes.
October 26, 2020
Barnea represented Knorr-Bremse in its acquisition of an additional 19.8% of Rail Vision
Adv. Simon Jaffa and Ariella Dreyfuss represented Knorr-Bremse, the German global market leader for braking systems for rail and commercial vehicles in its US$10 million investment in the Israeli railway safety company Rail Vision.
October 25, 2020
H&M Fined EUR 35 Million for Violating Employee Privacy in Germany
In early October, the Data Protection Authority in Hamburg, Germany announced that the clothing retailer HM committed severe violations of its employees' privacy. Because of these European General Data Protection Regulations (GDPR) violations, the retailer would pay a fine of approximately 35 million euros.
October 19, 2020
Barnea Represented Canomed in Issuing a Series of Options
Hagit Ross, a partner in our Capital Markets Department, represented Canomed, a company engaged in the cultivation, marketing, and direct sale of medical cannabis, in the issuance of two options series. The issuance is expected to reach a value of NIS 6 million. Canomed is one of the first companies to promote the purchase of pharmacies licensed to sell medical cannabis, thus providing the company direct access to the end consumer. Canomed itself already owns several such pharmacies.
October 15, 2020
Decentralized Finance (DeFi) –The Future of Finance?
What is DeFi?
The first cryptocurrency, Bitcoin, is still the most well-known application of blockchain. However, this technology has since rapidly evolved and expanded in many other areas. The initial hope with Bitcoin was to make both money and payments decentralized and universally accessible. Although Bitcoin failed to live up to this promise, decentralized finance based on blockchain (DeFi), also called open finance, is a fledgling technology with potential. DeFi is operated by decentralized, permisionless (without any central authority) applications, called DApps, built on a blockchain network, most commonly Etherum. Visionaries see this as an open-source alternative to every financial service we use today: from savings, loans, and trades, to insurance and even more, all globally accessible.
October 15, 2020
The Leaked FinCEN Files Harm the Fight against Money Laundering
In mid-September 2020, a series of articles were published by a group of foreign journalists, based on the collection and analysis of over 2,500 leaked documents from FinCEN, the US equivalent of the Israel Money Laundering and Terror Financing Prohibition Authority.
The leak of such sensitive information may cause banks and financial institutions to think twice before reporting suspicious financial activity, which would be a mistake. Check out Dr. Zvi Gabbay's op-ed in Calcalist on the subject.
October 15, 2020
Cayman Islands Removed from EU “Non-Cooperative Tax Jurisdiction” Blacklist
In late March 2020 we published a note regarding the de-facto “downgrade” of the Cayman Islands by the European Union’s Economic and Financial Affairs Council (ECOFIN) as a “non-cooperative jurisdiction” for tax purposes. This was regarded by the international investment community as a “blacklisting” of the Cayman Islands. We noted then that this blacklisting was “a technical result of the delay in the enactment of [certain Cayman Islands] laws, and therefore it is expected the EU will agree to return the Cayman Islands to its previous status and remove it from the list of the list of “non-cooperative jurisdictions” as early as by October 2020.” Indeed on October 6, 2020, ECOFIN removed the Cayman Islands from its “blacklist” of non-cooperative jurisdictions in tax matters.
October 14, 2020
2020’s Wave of IPOs
Since the beginning of 2020, ten initial public offerings (IPOs) have been completed on the Tel Aviv Stock Exchange, for a total of NIS 12 billion. In addition, another 15 companies plan to issue IPOs at a cumulative value of NIS 8 billion by the end of the year. What has changed, why should we pay attention, and what should we watch out for? Five experts in the field, including Micky Barnea, answer all TheMarker’s questions.