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Merger Between Cipia Vision and Tomer Import and Marketing of Food Products

Cipia Vision Ltd. has convened a shareholders’ meeting to approve a merger with Tomer Import and Marketing of Food Products (1983) Ltd., expected to take place in early May. Upon completion, Cipia will acquire 100% of Tomer’s shares through a share exchange, with Tomer’s controlling shareholder expected to hold approximately 70.99% of the merged company. Tomer has also reported growth in revenues and profitability. We are representing Tomer throughout the transaction and until its completion.

Categories: Capital Markets

Bizportal: The Power of Pardon in Israel – Between Law and Morality

We were interviewed about the Israeli President’s unique authority—positioned in the delicate space between law and morality—to reduce sentences, shorten critical record periods, or even erase charges or convictions. The interview was conducted in the context of the current President’s consideration of the Prime Minister’s request for a pardon. 

Categories: White Collar

Globes: Concerns Over Insider Trading and the Challenge of Enforcement in Crypto and Prediction Markets

We spoke with Globes about a troubling new phenomenon: unusual betting patterns and extraordinary activity across financial markets and prediction platforms just moments before major policy announcements. These patterns are raising growing concerns about the potential use of non-public, insider information. 

Categories: Regulation | White Collar

Tomer Goes Public Through Strategic Merger Transaction

Tomer Import Marketing completed a merger transaction with Cipia, a TASE-listed public shell company, thereby becoming a publicly traded company on the Tel Aviv Stock Exchange. The transaction is intended to support the company’s accelerated growth, expand its operations, and strengthen its position in the food sector. We provided comprehensive legal counsel throughout the merger process.

Categories: Capital Markets

Draft Bill on Application of Israeli Law to Foreign Dealers and International Companies

The Ministry of Justice recently published a draft bill for public comments, aimed at regulating the application of Israeli law to foreign dealers who target customers in Israel. The draft bill seeks to codify trends established by Supreme Court rulings in recent years into primary legislation and to set clear rules under which mandatory Israeli legal provisions will also apply to corporations headquartered outside of Israel, when their activities actually target the Israeli market.

Lecture to Virtual Currencies and Blockchain Course

We recently lectured as part of BDO Academy’s course on virtual currencies and blockchain. The course is intended for managers and executives, directors, institutional investors, investment managers, and analysts. The lecture focused on the development of regulation in Israel and globally.

Categories: Blockchain

Canzon Israel Acquires Brooks Cohen Initiatives

The public company Canzon Israel has entered into a binding agreement to acquire the real estate and urban renewal company Brooks Cohen Development. Upon completion of the transaction, Brooks Cohen Development will become a wholly owned subsidiary of Canzon Israel. We are advising Canzon Israel and Brooks Cohen Development throughout all stages of the transaction.

Categories: Capital Markets

2025 Year-End Review: Financial Regulation and Digital Currencies

2025 will be remembered as the year financial regulation succeeded in catching up with the pace of technological innovation, progressing from regulatory uncertainty to a clear framework encompassing many aspects of financial activity and suited to the modern era.

Headed to the TASE: Brooks Cohen Entrepreneurship Merges with Canzon Israel

We represented the public company Canzon Israel in its acquisition of real estate company Brooks Cohen Entrepreneurship. Upon completion of the transaction, Brooks will become a wholly owned subsidiary of Canzon. 

Categories: Capital Markets | Public Companies

Israel Securities Authority to Capital Market Entities: Voluntary Disclosure Certificates Do Not Relieve You of Due Diligence Obligations

In October, the Israel Securities Authority (ISA) published a directive to Tel Aviv Stock Exchange (TASE) members and trading exchanges regarding the voluntary disclosure procedure announced by the Israel Tax Authority (ITA). The directive clarifies to all entities operating in the capital market that (ITA-issued) voluntary disclosure certificates do not constitute proof that the source of funds is legitimate.

Israel Securities Authority Declines Sanctions for Failure to Report Interested Party Status

Public companies in Israel are required to disclose material information to the public and act with full transparency in compliance with the law. Within this framework, anyone deemed a “substantial shareholder” must report to the company any change in status within a designated time frame, and the company must then report that change to the public. The rationale is simple: the market must know who can influence the company and when an interested party’s status has changed.

New Israeli Regulatory Requirement: Proactive Reporting of Suspicious Use of GenAI

The Israeli Money Laundering and Terrorist Financing Prohibition Authority (IMPA) published a document recently to raise awareness of the new challenges abuses of Generative AI and Deepfake pose to the financial sector. The document reviews the potential risks of use of these technologies, presents case studies from Israel and around the world, discusses emerging threats, and provides a list of “red flags” to help identify suspicious activities.

Frozen Russian Assets Face Confiscation: Implications for Russian Passport Holders

The EU is advancing plans to redirect frozen Russian assets, valued at over €140 billion, to finance Ukraine’s reconstruction. This move could expose private asset holders, including Israelis with Russian citizenship, to potential financial risks.

ISA: Corporations Responsible for Supervising Fundraising Without a Prospectus

The Israel Securities Authority (ISA) recently published audit reports scrutinizing the activities of various investment ventures and corporations that raised funds from the public without publishing a prospectus. The reports revealed a series of failures.

Forgery in the Age of Artificial Intelligence: A Legal Reckoning

Generative AI has elevated forgery from crude alteration to seamless fabrication. What does this shift means for courts, arbitrators, and litigators who can no longer rely on appearances alone?

BITs: Why They Matter for Israeli Companies Operating Abroad

Imagine an Israeli startup expanding into Latin America, only to have its assets suddenly seized due to unexpected regulatory changes. Such scenarios highlight the risks of global operations amid legal and political uncertainty. Bilateral investment treaties (BITs) are critical tools that provide businesses with a protective framework to navigate these challenges. Understanding their importance and the protections they afford is essential for companies aiming to thrive in international markets.

AI and International Arbitration: Arbitration as the Natural Forum for Revolutionizing Jurisprudence

What can we expect? Imagine a plausible future scenario that is perhaps more probable than it seems. The year is 2032. An international arbitration is underway between a Singapore-based computer chip manufacturer and a German technology company, fully supported by an integrative AI system, after the parties agreed in advance on how the system will be used.

Between a Rock and a Hard Place – Russian-Israeli Citizens’ Assets Frozen

Euroclear, a major European clearing house, has frozen about USD 230 billion in Russian assets, including assets of Israelis with Russian citizenship. Since the outbreak of the Russia-Ukraine war in February 2022, thousands of sanctions have been imposed on Russia, as a country and on all its citizens. As a result of the sanctions imposed by the European Union, Euroclear froze assets totalling about USD 300 billion. More than five million Russians holding foreign securities, including Israelis of Russian origin, had their assets frozen.

Op-Ed: New Draft Bill Aiming to Reduce Criminal Organizations’ Involvement in Public Tenders

A new initiative led by Israel’s Ministry of Finance seeks to curb the involvement of organized crime in public tenders, a goal both important and necessary. However, the proposed language of the draft bill raises concerns that the burden may ultimately fall on the public, both financially and democratically. As an expert in the field, Adv. Liran Welcman, who heads our firm’s public tenders practice, shares his insights in a thought-provoking op-ed.

Categories: Tenders and Projects

Exemption from Tenders During a State of Emergency in Israel

Israel’s various Mandatory Tender Regulations contain provisions enabling public bodies to deviate from the tender obligation during states of emergency in order to facilitate urgent, efficient procurement.

Trends in Law Enforcement Against Bribery and Corruption Offenses

In recent months, we have been witnessing significant changes in law enforcement efforts against bribery and corruption offenses, both in Israel and abroad. Although law enforcement trends among countries are not uniform, it appears that we may not witness a real change in the global enforcement environment, despite the dramatic change that is taking place in the United States.

Internal Enforcement and Compliance Surveys: Essential for Organizations in Israel

In an era of stringent regulations and increasing legal risks, it has become essential for organizations to implement internal enforcement programs. However, in order for such programs to provide legal protection, they must be effective, customized and well-documented.

New Legal Protections for Bereaved Employees in Israel

The Families of Fallen Soldiers Law was amended recently, which prohibits employers in Israel from dismissing any employee who is a member of a fallen soldier’s family (“bereaved employee”), from docking his/her wages, from reducing his/her appointment percentage and from sending him/her home on unpaid leave during the year of mourning.

Revolution in Electronic Promissory Notes – Court Recognizes Digital Notes

This past weekend, a precedent-setting ruling was issued in the case of Bizi Finance Ltd., in which the court was required to determine whether a promissory note signed electronically could be enforced through the enforcement and collection offices.

Israel Steps Up Enforcement on Retail Price Marking Violations

The Ministry of the Economy’s wide-scale enforcement campaign launched last weekend in branches of supermarket chains throughout the country, found violations of the obligation to mark prices in all of the branches that were inspected.

Legal Assistance Between States Law: A Violation of Suspects' Rights?

Recently, in an effort to intensify the fight against international crime, the Knesset passed an amendment to the Legal Assistance Between States Law, 1998, expanding the authorities' powers to confiscate assets located in Israel that belong to individuals facing criminal proceedings abroad. The amendment raises critical legal dilemmas concerning the rights of suspects and third parties.

Categories: Enforcement | Regulation | White Collar

The Italian Mafia, Interpol and Unrecovered Billions: the Global Battle Over Organized Crime Money

In early January 2025, Interpol published its first Silver Notice seeking information about assets held worldwide by a senior member of the Italian mafia. The Silver Notice is the latest addition to Interpol’s suite of color-coded notices, the most well-known of which is the Red Notice seeking the arrest of wanted persons.

Court Ruling on SEC’s Crypto Regulation Approach: A Turning Point?

For years, the crypto industry has faced regulatory uncertainty, with the Securities and Exchange Commission (SEC) relying on “regulation by enforcement” rather than establishing specific rules for digital assets. Coinbase, one of the world’s largest crypto platforms, sought regulatory clarity—but found itself facing resistance from the SEC.

Bonds First, Stocks Later - TheMarker Interview

Since the beginning of 2024, out of eight companies that conducted an initial public offering (IPO) on the Tel Aviv Stock Exchange, six had previously raised debt through bonds. See more in an interview with TheMarker. 

Categories: Capital Markets | IPOs and Public Offerings

Legislative Updates for Regulated Financial Service Providers – Inception of the Financial Information Service Law

Important updates relating to the Financial Information Service Law have been published in recent days.

Ten Q&A About Investment Management and Consulting Without a License

Recently, several cases of unlicensed investment management and consulting have made headlines. These include an instance where an administrative fine of NIS 130,000 was imposed for unlicensed investment management, and another case that led to an indictment. Such cases highlight the importance of understanding the legal rules and requirements in this field.

ISA: Updated Amounts for Qualified Investor Status

The Israel Securities Authority recently updated the amounts that an individual investor must have in order to be deemed a “Qualified investor.” This update applies solely to investors who are individuals and not to companies.

ISA Issues Draft Rules on Licensing Exemptions for Payment Services

Recently, the Israel Securities Authority (ISA) published draft rules regulating entities’ notice of exemption from the obligation to obtain a license to provide payment or payment initiation services.

Approving a Remuneration Policy and Paying Remuneration to Senior Officers While Overruling the General Meeting’s Opposition

Last month, the State Attorney-General and the Israel Securities Authority published their positions with regard to the overruling mechanism. The context relates to the requirement for public companies and private companies with publicly traded debentures to adopt and comply with a remuneration policy governing the terms of office and employment of their officers.

Regulated Payment Services & Financial Services in Israel – 2025 Summary & Outlook

2024 was characterized by a multitude of regulatory directives to payment companies and to payment initiation companies as part of the preparations for the licensing obligation that came into effect in June 2024.

Applicability of Payment Services and Initiation of Payment Law in Trust Frameworks

The Israel Securities Authority recently published a legal staff position aimed at clarifying the applicability of the Payment Services and Payment Initiation Regulation Law to activities conducted within trust/escrow accounts. The position outlines interpretative tools to differentiate between payment services that require licensing, and activities exempt from such requirements. Normative Framework The Payment Services Regulation […]

"Buy-Sell" Model (Reseller) Activity Exempt from Payment Services Licensing

The Israel Securities Authority recently published a staff legal position addressing the licensing requirements for businesses operating in the "Buy and Sell" or "Reseller" model in online marketplaces.

ISA: New Guidelines on Offering and Intermediating Joint Investment Arrangements

The Israel Securities Authority published a position statement recently addressing various issues pertaining to brokerage activities and offerings of joint investment arrangements, including the applicability of the Regulation of Investment Advice, Investment Marketing and Portfolio Management Law (“Advice Law”) and the Joint Investment Trust Law to these activities.

Price Tagging Requirement Continues to Be Mandatory Obligation

Recently, the issue of price tagging in supermarkets and grocery stores has gained attention. This follows a public consultation issued by the Consumer Protection and Fair Trade Authority seeking input on transitioning to digital price displays as part of the "What’s Good for Europe is Good for Israel" reform.

Representing 100 Apartment Owners in a TAMA 38 Insolvency Case

We represented 100 apartment owners in a Tama 38 project in Holon, in which the development company entered insolvency proceedings. We guided the residents through a mediation process that resulted in an agreement safeguarding the residents' rights and securities without requiring any additional payment. The agreement also paved the way for resuming construction on the project. The mediation agreement, which included commitments from new apartment buyers (not the firm's clients) to inject ILS tens of millions into the project to fund its completion, was approved by the district court.

Categories: Insolvency and Debt Arrangements

New Court Ruling Clarifies Legal Boundaries for Offering Foreign Investments in Israel

The Tel Aviv District Court handed down an important ruling recently regulating the activities of entities distributing alternative investments in Israel. In many instances, the distribution activities are accompanied by conversations and correspondence with potential investors, which constitute investment advice, and this is where matters become complicated.

Important Updates on Israeli Money Market Reform

The Israel Securities Authority has published several additional revisions to the Israeli money market reform since the Knesset approved legislative amendments designed to promote competition in the money market, and since the draft directives and rules were published approximately two months ago. The money market reform relates to money market mutual funds, deposits and government bonds (short-term loans maturing in no more than one year).

New Regulations Ahead: Reporting Obligations for Payment Companies and License Holders

The Israel Securities Authority recently published a draft of a new directive for payment companies and holders of basic initiation licenses or approvals regarding reporting to the Authority. According to the Draft, payment companies and holders of basic initiation licenses or approvals are required to submit annual, semi-annual, quarterly, and immediate reports on various topics, such as audited or reviewed financial data, operational data, compliance with capital requirements, technological measures, corporate governance, compliance etcetera.

Regulation in 2024: A Summary of Key Changes and Outlook for the Future

Several statutory arrangements and regulatory guidelines have been published thus far during 2024, particularly in relation to the capital market, the financial sector and privacy protection, as well as various circulars addressing corporate governance and risk management, with the objective of increasing certainty for businesses and for the public as a whole.

Consumer Protection and Fair Trade Authority: Businesses Must Disclose Changes to Product Characteristics or Components

Recently, the Consumer Protection and Fair-Trade Authority issued a position paper regarding the disclosure obligations businesses must meet when making changes to product characteristics or components. According to the position paper, any material change in a product's characteristics or components must be clearly and prominently displayed on the product itself, allowing the consumer to make an informed decision regarding the product. This is because consumers typically do not recheck a product’s features or ingredients, when they purchase it regularly.

Regulatory Highlights for Small and Medium-Sized Businesses

There has been a growing outcry recently against the ease at which class actions alleging a variety of offenses are being filed against small and medium-sized business-owners. Almost every week since October 7, news media have been reporting about business owners who were called up for reserve duty, spent months defending the country, and who, upon returning home after completing their tour of duty, are then forced to fight in the courts because a warning letter was waiting for them with a demand for high sums of compensation. Much has been written about this and about the impacts that such demand letters have on reservists – personally and at the business level. And as reported, this issue should be examined by the legislative authorities.

Israel's Money Market Reform Is Underway

The Knesset approved a series of legislative amendments this past July designed to promote competition in the money market – money market mutual funds, deposits and government bonds (short-term loans maturing in less than one year) – and to enable the general public to achieve higher returns on its short-term savings.

Naveh-Mandelblit Case: Searching Computer Materials and Treatment of Suspects' Rights

In an op-ed for Calcalist, we address the rights of suspects and the lack of oversight of investigative authorities concerning searches made on computer devices.

Categories: White Collar

Israeli Capital Market, Insurance and Savings Authority Issues New and Revised Circulars

This year, the Israeli Capital Market, Insurance and Savings Authority issued a series of new and revised circulars regarding proper management and corporate responsibility by financial service providers.

Lecture: Introduction to Corporate Secretariat and Corporate Governance

As part of our cooperation with BDO Academy, we were invited to lecture on topics such as the role of the corporate secretariat, its importance to the organization, getting to know board directors, case law analysis, and corporate governance.

Categories: Capital Markets

Barnea: Representing Trivago in Investment in Israeli Startup Holisto

Our firm represented Trivago, a leading global hotel search platform, in its strategic investment and call option to acquire Holisto, an Israeli AI-driven travel tech platform that serves as a hotel rate aggregator and white-label booking engine provider. Adv. Ariella Dreyfuss and Adv. Dean Weinberg represented Trivago.

Categories: Corporate | High Tech | Investments | Mergers and Acquisitions

Podcast: The Payment Services Revolution

Our firm participated in the BDO Business Talk podcast, where we discussed payment services, the new regulatory requirements, and their impact on the financial industry.

Categories: Regulation

Israel’s Money Laundering and Terror Financing Prohibition Authority Updates List of At-Risk Countries of the FATF

Following the Financial Action Task Force’s announcements, the Israel Money Laundering and Terror Financing Prohibition Authority published a list of countries and jurisdictions at high risk of money laundering, terror financing, and proliferation financing.

Israel: Opening Access to Payment Systems and Allocation of Identification Codes to Payment Service Providers

The Bank of Israel’s Payment Systems Oversight Division recently published an access guide to supervised payment systems for Israeli and foreign applicants.

Israel: Increased Enforcement of Packaging Law

The uptrend in warning letters, enforcement proceedings, and motions to certify class actions against manufacturers and importers obligated to achieve defined recycling targets by virtue of the Processing of Packaging Law is likely to intensify, inter alia, because filing such motions does not involve paying a fee.

Israel: Regulation of Payment Services Law Comes into Effect

When the law came into effect last month, the Knesset Economic Affairs Committee prescribed an important series of exemptions from licensing requirements and updated timetables for submitting license applications in particular instances.

New Precedent: Commissioner for Insolvency Proceedings Accepts Military Reserve Duty as Justification for Relief

Adv. Idan Miller, the head of our firm's Insolvency Department, was appointed as the insolvency trustee for White Dress Marketing Ltd. (formerly Riki Dalal Group). Idan submitted an economic rehabilitation plan on behalf of the company and its shareholders for the Tel Aviv District Court's approval. In his request, Idan asked that the controlling shareholder's military reserve service be recognized as a contributing factor for the purpose of granting relief and avoiding a full insolvency procedure. When asked by the court for his response, the Commissioner for Insolvency Proceedings accepted this position.

Categories: Insolvency and Debt Arrangements

Globes: Protected Tenants and Key Money

Everything you need to know about key money transactions—the advantages, the disadvantages, and the law.

Categories: Real Estate

Barnea: Serving as Legal Partner of MaofTech, Northern Negev Accelerator

Our firm is proud to serve as the legal partner of MaofTech, an accelerator program for early-stage startups in the Northern Negev region, and to provide legal services to its various ventures. MaofTech is operated by the Ministry of Economy and Industry’s Agency for Small and Medium Businesses. Its aim is to encourage, promote, and develop businesses in Sderot and the communities of the Gaza Envelope.

Categories: Start Ups

Significant Sanctions: Anti-Money Laundering Obligations in Israel

The Israel Securities Authority is tightening enforcement on companies, especially in the cryptographic assets sector, and is scrutinizing companies’ anti-money laundering procedures and policies and their implementation.

Barnea: Participating in Bar-Ilan University Environmental Law Hackathon

Our firm advised participants in Bar-Ilan University's Environmental Law Hackathon on formulating their project proposals.

Categories: Environmental Law

Barnea: Hosting IIRF Conference on Future of Stock Market Trading

We were pleased to host the Israel Investor Relations Forum’s conference on the future of stock market trading. A one-on-one conversation was held between Micah Stocks, a financial YouTuber who presents stock market news, and Rami Rozen, Director of Investor Relations at AppsFlyer and a member of the IIRF’s regulatory committee. 

Categories: Capital Markets

Israel Freezes Convalescence Pay Rate

The purpose of reducing convalescence days and freezing the pay rate in 2024 is to budget benefits for reservists.

Fatphobia: Workplace Discrimination Lawsuits in Israel

The Israeli National Labor Court reversed the Regional Labor Court’s ruling and ruled that the demotion of a football referee to a lower league derived from irrelevant considerations of weight and appearance.

Israel Raises Minimum Wage

According to the update, which will take effect on April 1, 2024, the minimum wage for a full-time job will be ILS 5,880.02. The increase will also be reflected in the sums of social contributions to provident and severance pay funds, vacation pay, overtime pay, and sick pay.

DSA: New European Digital Services Act for Online User Protection

Companies which distribute content online have been subject to the European Union’s Digital Services Act (DSA) since February 2024, which obligates them to protect their users from offensive and illegal content, enable users to report such content, etc. The DSA applies to any company whose content is accessible to European audience, regardless of its country of incorporation or the identity of its owners.

Regulation of Payment Services in Israel – Latest Developments

The Israel Securities Authority’s publications in recent months do not reflect the final version of the directives, but indicate the ISA’s approach when regulating payment services: setting out the licensing process and the licensing requirements, defining criteria for exemptions, technological requirements, safeguarding and protecting customers’ funds, examining service providers’ integrity, etc.

Israel Securities Authority: Oversight of Unsupervised Entities

In a paradoxical twist, the Israel Securities Authority also monitors unsupervised entities, to prevent them from exceeding their operational parameters without a license. Consequently, the ISA possesses the power to request documents and information from these entities, emphasizing the importance of responding honestly and comprehensively to such demands.

Fintech Lecture at Reichman University

During a lecture at Reichman University, we offered insights into the convergence of regulatory frameworks and fintech verticals, shedding light on how to navigate and comply with evolving regulatory conditions.

Categories: Capital Markets | FinTech

Israel Securities Authority: Diversifying SMEs’ Financing Channels

Small and medium-sized corporations are a central part of the Israeli economy’s growth engine and are considered major contributors to employment growth. The Israel Securities Authority is seeking to assist these businesses in diversifying their funding sources.

Guide to Working Parents’ Rights – Adv. Jacki Silbermann Interviewed by Israel Hayom

As an employment law expert, Adv. Jacki Silbermann was interviewed by Israel Hayom about the rights of working parents. With regard to shortened work days, Jacki noted, “There are special arrangements that entitle parents to shorter work days for a certain period of time.  In the absence of a workplace arrangement regarding shorter work days, and if an employee requests such to take care of his children, he must reach an agreement with his employer."

Categories: Employment

Webinar: Agreements with Brokers

Together with the Israel Hedge Funds Association, we hosted a webinar on the key points to be included in agreements with brokers.

Categories: Capital Markets

New ISA Rules on Foreign Brokers’ Supervision of Marketers

The Israel Securities Authority imposes supervisory obligations on foreign brokers with regard to the activities of their marketers in Israel.

Barnea: Representing Pomvom in Merger with Israel Acquisitions Corp

Israel Acquisitions Corp, initially founded as a SPAC, and Pomvom Ltd., a technology firm specializing in amusement park content, have formally announced a binding merger agreement. The combined entity is set to be traded on NASDAQ. We represented Pomvom Ltd.

Categories: Capital Markets | IPOs and Public Offerings

The SEC’s Approach to Regulating the Crypto Market from a Legal Perspective

We were interviewed by Finance Magnates, where we strongly criticized the US Securities and Exchange Commission's current strategy toward the cryptocurrency market. This criticism comes in the wake of the SEC's aggressive legal actions against major players such as Coinbase, Kraken, and Binance.

Categories: Blockchain | Capital Markets

Document Subpoena from US Authorities: Critical Steps

When an individual or a corporation receives a document subpoena from the United States Department of Justice (DOJ), from a US regulatory authority like the Securities and Exchange Commission (SEC) or the Commodity Futures Trading Commission (CFTC), or from any other law enforcement agency in the US, it is very important to know what to do next to ensure the first response serves the client’s legal interests and best defense. More importantly, the initial response must not compromise or harm the best possible legal strategy down the road. 

Barnea: Counsel in Israel’s Most Expensive Real Estate Transaction in October 2023

Adv. Alon Wolner and Adv. Shoval Mandel represented the purchaser in the acquisition of a Tel Aviv penthouse for more than ILS 22 million. The transaction was Israel's most expensive real estate deal in October.

Categories: Real Estate | Real Estate Transactions

Dr. Zvi Gabbay Recognized as Leading Blockchain Lawyer

Zvi is among an exclusive list of lawyers nominated for the Lexology 2024 Client Choice Awards. Zvi is the only Israeli lawyer recognized in the Blockchain field.

Categories: Blockchain

Stock Market Investors Knew of Hamas’s Attack in Advance and Profited – Mako Interview

We were interviewed by Mako following a US study that revealed an unusual volume of transactions on the New York and Tel Aviv stock exchanges betting on a collapse of the Israeli stock market in the week preceding Hamas’s October 7th attack.

Categories: Capital Markets

Barnea: Webinar on Work of Compliance Officers During Wartime

Our firm hosted a webinar in collaboration with the Association of Corporate Counsel in Israel on the issue of compliance during wartime. As part of the webinar, we emphasized the compliance actions required during wartime by offering comparisons to other recent global war zones.

Categories: Capital Markets | Compliance

Israeli Private Companies and Prospectus Obligations

For Israeli private companies aiming to secure investments, it is crucial to have a solid understanding of the obligations set forth by the Israeli Securities Law. Chief among these is the prohibition on conducting public offerings of securities without a proper prospectus, which, if violated, could lead to legal scrutiny.

Swords of Iron: Israel Securities Authority Guidelines and Reliefs

The Israel Securities Authority has announced several reliefs due to Operation Swords of Iron, mainly the postponement and extension of deadlines.

How Businesses Are Affected in Israel – SHRM Interview with Adv. Jacki Silbermann

Adv. Jacki Silbermann, from our Employment Department, was interviewed by the Society for Human Resources Management, the world’s largest HR association, in connection with remote work in Israel during the ongoing war. Jacki noted, “A lot of the businesses where employees can do remote work, in the high-tech and other sectors, have moved to that, and I think they're planning on being in that stage for a while.”

Categories: Employment

War and Force Majeure – Implications for Contract Performance

Since a combat situation in Israel is not deemed force majeure, the legislature and the regulatory authorities recommend that parties to contracts hold dialogues on the contract terms in good faith, to the extent the state of emergency does not enable all contract clauses to be performed. Concurrently, the Knesset enacted the Postponement of Deadlines Law, which allows those entitled to postpone performance of contracts under particular circumstances.

What Is and Isn’t Permissible When Startup Founders Split

A founders’ agreement should resolve problems that might arise in the event of the dissolution of a joint venture. However, even in the absence of such an agreement, the founders cannot evade their obligations pursuant to the Israeli Companies Law.

Price Display in Credit Transactions: What Are the Obligations?

The Haifa District Court recently granted a motion to certify a class action regarding the manner in which price is displayed in installment transactions and the interest charged on those installments. This ruling holds great significance for businesses seeking to levy surcharges for customer installment payment options.

Compliance Forum: Israeli Association of Corporate Counsel Webinar

Together with the Israeli Association of Corporate Counsel, we held a webinar on compliance that included a lecture entitled, “What Do Regulators Want to See? Training and Implementation of Compliance Procedures.”

Categories: Capital Markets | Compliance

Crypto: PayPal Launches USD-Based Stablecoin

We were interviewed by Globes on PayPal’s decision to launch a stablecoin backed by the US dollar.

Categories: Capital Markets

Israeli Regulations Restrict Enrollees in Managers’ Insurance Plans

As of September 2023, employees will be able to enroll in managers’ insurance plans only if their salaries exceed twice the average wage in Israel, in order to ensure they receive adequate pensions.

Crypto as a Security – Applying the Howey Test

Regulation by enforcement is designing tests to ascertain which cryptographic assets fall under the definition of “security” in the wake of the XRP crypto token court ruling.

Stock Market Skeletons: How to Properly Execute a Merger

We were interviewed by TheMarker on the phenomenon of companies going public via mergers with stock market skeletons.

Categories: Capital Markets | IPOs and Public Offerings

Companies without a Control Core – Draft Bills Calls for Changes

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. 

Barnea: Representing 120 Apartment Owners in Pinui-Binui Project Against Three Recalcitrant Owners

Our Real Estate Department is advising apartment owners in a residential complex designated for pinui-binui in Herzliya. We represented a group of about 120 apartment owners in court against three recalcitrant owners who are objecting to the project due to their demand for higher recompense from the contractor. The court made the extraordinary decision to order the recalcitrant owners to pay ILS 7.8 million in compensation (ILS 2.6 million apiece). In addition, each recalcitrant owner was ordered to pay ILS 20,000 for legal expenses.

Categories: Real Estate | Real Estate Litigation | Urban Renewal

Lecture at Association of Publicly Traded Companies’ Annual Economic Conference

We were invited to lecture at the Association of Publicly Traded Companies’ annual economic conference, where we discussed the ruling in Inbar v. Ofir Naor, the liquidator of IDB Development Corp., and the lessons corporate counsel should draw from it regarding the provision of legal representation to directors, especially those of a public company.

Categories: Capital Markets

Crowdfunding: Interview in TheMarker

We were interviewed by TheMarker about how the regulation of crowdfunding can help investors.

Categories: Capital Markets

Conference: ESG – What’s the Story?

Our firm hosted a morning workshop of experts from the ESG and sustainability field. Dr. Zvi Gabbay lectured on the legal angle of ESG. Michal Weiss, the ESG manager at Doral, discussed how to undertake ESG activities within an organization. Hagit Genish Gil lectured on how to make ESG activity suitable for a large organization. Michal Gat, the CEO of Titan, closed the event with a lecture on how to build a branding story that is right for a company’s activities.

Categories: Corporate Governance and ESG | Environmental Law

Negotiating Tenders

We were invited to appear on the Israeli Association of Corporate Counsel's podcast, "ACC On the Road." In this episode, we discussed key issues in the field of tenders, including whether and how negotiations may be conducted during tender procedures, how to address such negotiations in tender documents, and more.


Categories: Tenders and Projects

Bitcoin Rises: Responding to BlackRock’s Extraordinary Move

BlackRock, the world's biggest asset management company, has announced the launch of a bitcoin exchange-traded fund. This has led to Bitcoin hitting a more than one-year high. We explain the rationale behind BlackRock's move in an interview with Globes.

Categories: Blockchain | Capital Markets

Foreign Direct Investments in Israel

It is surprising to realize Israel does not have a general regulatory binding framework for the approval of such transactions as they pertain to national security, like CFIUS in the United States, the recent UK National Security and Investment Act 2021, or similar bodies in developed countries. As a result, there are no broad cross-sector consolidated controls on foreign investments.

SEC vs. Philips: Expansion of Foreign Corrupt Practices Act

The SEC is expanding the application of US Foreign Corrupt Practices Act provisions. It is commencing law enforcement proceedings against non-American companies operating outside the United States and against actions that merely raise concerns of acts of corruption. Companies with international operations must familiarize themselves with the FCPA’s provisions and prepare accordingly.

Israel: Regulating Payment Services and Payment Initiation

New provisions set out the licensing framework for the provision of payment services, designed to encourage new players to enter the Israeli market and offer payment services while providing broad protection to consumers. The law will apply to companies providing payment services, credit service providers, acquirers, and more.

Investment Advice and New Technologies: Amendment to Israeli Directive

In order to contend with the meager supply of investment advice or portfolio management services via technological interfaces, the Israel Securities Authority has published a proposed amendment to the directive focusing on two main services: trading signal services and social trading. Both of these services rely on digital media.

Regulating the Israeli Crypto Market – Article in Calcalist

The Arrangements Law for 2023-2024 makes extensive reference to expanding and creating a regulatory infrastructure in the digital assets field. Specifically, the Israeli government refers to regulation in a number of different areas, including the cryptocurrencies market. See more in an article for Calcalist.

Categories: Blockchain | Capital Markets

The Business Judgment Rule – a Director’s Best Friend

Board members looking to protect themselves from lawsuits pertaining to the proper fulfillment of their duties must fully understand the three principles of the business judgment rule. Because what is true in Delaware is also true in Israel.

Tel Aviv Stock Exchange Publishes ESG Questionnaire

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.

Barnea: Representing Eshkolot in Lawsuit Against Netflix

Adv. Eyal Nachshon and Adv. Naama Ben Arosh Moshe are representing Eshkolot, the Company for the Performing Rights of Israeli Artists in a lawsuit it filed against Netflix, alleging the company made use of protected performances without obtaining the artists’ consent and without paying them royalties.

Categories: Litigation

Greenhouse Gas Emissions: Scope 1, Scope 2 and Scope 3

The monitoring of greenhouse gas emissions is not only important for protecting environmental quality, but it also offers commercial benefits, such as monitoring energy and supply chain expenses and participating in carbon emissions trading markets. 

Global Trends in Law Enforcement against Corruption Crimes

Corruption crimes and other economic offenses are being tackled more stringently in the global arena, but it appears the Israeli government’s wave of legislation could catapult it outside the global trend, and thus subject Israeli entities and individuals to international enforcement.

Barnea: Supporting ReCombinate Program

We are happy to be a partner in the ReCombinant program, an AB InBev-TAU Ventures collaboration dedicated to fostering pilot activity and joint R&D. The program is supported by the Israel Innovation Authority.

Categories: Corporate | High Tech | Start Ups

Policy Update: Employing Ukrainian Citizens in Israel

The Interior Ministry has once again extended its policy of not taking enforcement measures against the employment of Ukrainian citizens who are in Israel because of the war in Ukraine.

Substantial Damages to an Employee for Unlawful Termination and Defamation

A regional labor court found an employer’s conduct did not comply with the law’s provisions on proper termination, and also harmed a longtime employee’s good name.

The Israeli Arrangements Law of 2023-2024: Significant Harm to Environmental Quality

Notwithstanding growing awareness and the measures being taken to reduce greenhouse gas emissions (as part of Israel’s commitment under the Paris Agreement), the emerging Arrangements Law could cause a regression in environmental legislation and hinder efforts to protect Israel’s population from environmental hazards.

Webinar for Legal Counsels on Role of Legal Advisor in Relation to ESG Risks

Our firm held a webinar for members of GCs for GCs, in which we presented the existing regulation in Israel in the field of ESG and the trends in the US and Europe. The webinar also addressed ESG risk management in an environmental context.

Categories: Corporate Governance and ESG | Environmental Law | Regulation

Barnea Represented Djed in Successful Launch

We are honored to have advised Djed on its successful launch. Djed is a stablecoin designed to maintain a value pegged to the US dollar, providing users with a decentralized and secure store of value while facilitating seamless transactions on the Cardano blockchain.

Categories: Capital Markets

Conference to Open Year of Compliance – 2023

The firm participated in the Israeli compliance community’s annual conference for 2023, joining a panel discussion with Hani Amar, a partner at BDO in the corporate governance and regulation division, and Adv. Ariel Sagi, a compliance officer and board member at Rafael.

Categories: Capital Markets | Compliance | Enforcement

Adv. Dudi Cohen Participates in Annual Dun’s 100 Forum of Capital Market and Finance Executives

As part of the annual Dun’s 100 forum, senior executives from the finance industry discussed such burning issues as the non-bank credit sector, the slowdown in high-tech and real estate activity, and more. Adv. Dudi Cohen, the head of our firm’s Finance and Public Corporations Department, noted that "even though in the near future we are likely to see a wave of companies realizing there is no place for them in the stock market and that they will be sold as skeletons or deleted from the trading rolls, we still need to remember that there are entities that have an interest in raising capital through the stock market."

Categories: Capital Markets

Podcast: Administrative Enforcement

We participated in an episode of the podcast hosted by the Association of Corporate Counsels in Israel, which focused on tools for dealing with administrative enforcement.

Categories: Capital Markets | Compliance | Enforcement

2022: Developments in Financial Service Providers Regulations

This article summarizes the regulatory developments imposed on financial service providers, including of non-bank credit and financial asset services, and the key measures companies engaging in this sector should take in preparation for 2023.

New Precedent in Israel – Abuse of a Position of Influence and Sexual Harassment in the Workplace

In the case in question, there was no abuse of authority in the work relationship between the defendant and the complainant, since the complainant was not subordinate to the defendant. However, the defendant abused his position of influence over the complainant, obligating the employer to conduct investigation  in accordance with a different set of standards.

Suspected Embezzlement at Moshav Ahisamakh

Our office represents a senior official under investigation in connection with suspicions of embezzlement, estimated at approximately ILS 120 million that were allegedly wrongfully obtained from the agricultural association at Moshav Achisemech.

Categories: White Collar

Is the Era of Unsolicited Telemarketing Coming to an End in Israel?

An amendment to the Israeli Consumer Protection Law, also known as the “Do Not Call Me Law,” is about to enter the enforcement phase on January 1, 2023. Inter alia, the law imposes liability on a business telemarketing its product or service, even if a third party is actually making the call.

Doing Business In Israel: Regulation of Carbon Pricing

Reducing greenhouse gas emissions to decelerate climate change processes is an important goal of many countries. The two main mechanisms that countries use to reduce GHG emissions are carbon taxation and carbon emissions trading.

Israel Securities Authority Seeks Permission to Expand Authority Beyond Securities Offenses

The Israel Securities Authority is seeking to expand its power. If its draft bill is accepted, this will have far-reaching consequences, as the ISA will have the power to investigate offenses related to fraud, bribery, money laundering, and cryptocurrencies (which the ISA considers to be securities).

Representation in Class Action for Polluting Ashalim River

Following pollution to the Ashalim River and its surrounding areas in 2017, three plaintiffs filed a class action against Rotem Amfert, a subsidiary of ICL Group, for ILS 400 million. The plaintiffs demanded compensation for the ecological damage caused to the area.

 

Categories: Class Actions | Environmental Law

Intricacies of SAFEs (Simple Agreement for Future Equity)

Contrary to its title, as a Simple Agreement for Future Equity, a SAFE may not be as simple as it seems, and it has complexities.

FTX’s Collapse and the Golden State Warriors – Interview with Finance Magnates

Following the collapse of FTX, several lawsuits were filed against the NBA’s Golden State Warriors, which had entered into cooperation agreements with the now-defunct crypto company. In an interview with Finance Magnates, we noted that the plaintiffs must present at least preliminary evidence that the basketball team knew, or should have known, of FTX’s wrongdoing. 

Categories: Blockchain | Capital Markets

New Israeli Privacy Protection Regulations for European Citizens’ Data

New privacy protection regulations drafted by the Israeli Ministry of Justice will obligate Israeli entities to protect data reaching Israel from the European Economic Area, i.e., from EU member states and Iceland, Norway, and Liechtenstein.

ISA – New Obligations for Foreign Brokerage Service Providers

The Israel Securities Authority’s (ISA) new draft amendment to the general permit to offer foreign brokerage services in Israel proposes to obligate permit holders to supervise the activities of marketers on their behalf. For example, permit holders must carry out due diligence examinations of marketers.

New Ruling on How to Conduct Sexual Harassment Investigations

The Israeli National Labor Court’s ruling indicates there is no fixed or standard format for the proper conduct of an investigation pursuant to the Prevention of Sexual Harassment Law. Rather, complaints should be clarified within their specific context and considering the unique issues that arise during the process.

Regulation: Tips for Online Purchases for a Month Full of Sales

Adv. Anat Even-Chen, the head of our firm's regulation practice, was interviewed by Walla for a special article ahead of Black Friday. She offered readers a number of tips for safe online shopping.

Categories: E-commerce | Regulation

How to Maintain Patient Privacy when Digitally Transferring Medical Information

The Israeli Privacy Protection Authority has published a document containing a series of recommendations that address the use of ordinary and non-designated applications for sharing information among a variety of parties.

Doing Business in Israel: Hedge Funds

Hedge funds can prove to be a particularly attractive channel in a small market like Israel, precisely because more sophisticated investment strategies and exposure to the international capital market are necessary to create added value over the “usual” market volatility.

Israeli Association of Publicly Traded Companies' Legal Counsel Forum

We were guest lecturers in a webinar hosted by the Israeli Association of Publicly Traded Companies' Legal Counsel Forum, where we addressed the do's and don'ts of administrative enforcement proceedings.

Categories: Capital Markets | Enforcement

Tips for the Self-Employed as End of Tax Year Approaches

Adv. Nir Ziman from our Tax Department was interviewed by several media outlets and shared how Israeli residents can obtain additional income tax credits. He also addressed what taxpayers should pay attention to when filing their income tax reports, and provided some helpful tips as the end of the tax year approaches.

Categories: Tax

New Regulations Exempt Credit and Financial Service Providers from License Requirement

To make it easier for fintech companies to operate in Israel, the Knesset Finance Committee has passed regulations to exempt several types of credit providers and financial service providers from a licensing duty.

Ransomware Attacks – New Israeli Justice Ministry Recommendations

In light of the increase in fraud crimes in the digital space, the Israeli Justice Ministry has formulated recommendations for defining a policy to contend with ransomware attacks. The recommendations relate to both private entities and government bodies. The new recommendations are part of a more comprehensive examination conducted by the Justice Ministry of enforcement authorities’ handling of these cyberattacks, including regarding the provision of support to entities under attack, assistance to victims of fraud in the digital space, investigation, and enforcement.

New Draft Regulation on Financial Asset Service Providers

The Israeli CMISA published two draft circulars about its intent to tighten the supervision over crypto assets, in the wake of the Celsius crypto meltdown.

The Courts and the Metaverse – Service of Process through NFTs and Other Innovations

Extensive business activity in the metaverse and in the crypto sector is forcing judicial systems worldwide to evolve. Will the judicial system in Israel follow suit?

 

All Government Ministries Must Submit Climate Action Plans by the End of 2023

This week, the Israeli government approved the joint proposal submitted by the Prime Minister and the Minister of Environmental Protection to obligate all government ministries to formulate climate action plans. The proposal was approved ahead of the upcoming United Nations Climate Change Conference, which will be held in Sharm El Sheikh, Egypt.

Israel Declares Independence of Privacy Protection Authority in Ministry of Justice

This declaration will help to maintain the European Union’s continuing recognition of the State of Israel as a country whose data protection laws are on par with the European Data Protection Regulation.

Arbitration Clauses in International Agreements – Do’s and Don’ts

Arbitration, around the world and particularly in Israel, is a legitimate and well-established mechanism. Israeli courts normally honor arbitration clauses and consider them a standalone arbitration agreement.

Danel Group Raises ILS 130 Million from Institutional Investors

Our firm represented Danel Group, a human resources and nursing company traded on the TASE, in raising more than ILS 130 million in a private IPO for Nokd Capital, The Phoenix, and Reading Capital.

Categories: Capital Markets

Real-Time Reporting of Major Data Breach Events

The Israeli Privacy Protection Authority issues instructions to report data breach events or concerns of data breach events immediately.

In First, Company Fined for Violating California Consumer Privacy Act

Sephora, the cosmetics giant of the LVMH group, must pay a USD 1.2 million fine for failure to comply with the California Consumer Privacy Act (CCPA), after receiving a warning from the California Attorney General and time to rectify its violations.

Responding to ITA Solution for TAMA 38 Tax Benefits

The Israel Tax Authority announced a temporary solution for the problem of tax benefits in TAMA 38 projects. Our firm commented on the proposed solution.

Categories: Real Estate

Informing on Cyber Risks during Sale of IoT Products

According to the Israeli Consumer Protection Authority’s draft directive, the disclosure obligation applies at all stages of a transaction, including when advertising and marketing an IoT product.

Israeli Privacy Protection Authority Clarifies Scope of Duty to Inform on Collection and Use of Personal Information

The publication presents the PPA’s position on the duty to inform on the collection and use of personal data (as derived from the Privacy Protection Law), specifically highlighting the duty to inform when using algorithm-based or AI-based decision-making systems.

Implications of Israeli Public Transportation Reform on Reimbursement of Employees' Travel Expenses

Many employers in Israel calculated the daily travel cost according to the monthly pass. As a result of the reform employers may be required to recalculate the cost of their employees’ daily reimbursement.

Crypto Custody Services and Regulation – A Review

The issue of whether a party is or is not a custodian may have far-reaching implications. Institutional investors, corporations, exchanges, individuals, and crypto miners all have strong demand for crypto custody services, as provided by special market participants. 

Barnea Represents Shefayim Water Park in Class Action Lawsuit

Adv. Eran Winner represented Shefayim Water Park in reaching a settlement agreement in the class action filed against it over alleged violations of Israel’s Prevention of Smoking in Public Places and Exposure to Smoking Law.

 

Categories: Class Actions | Litigation

Israel's New Urban Renewal Plan – When and What?

Last week, the Knesset approved Interior Minister Ayelet Shaked's new urban renewal plan in second and third readings. The new plan will replace Tama 38, the national outline plan for strengthening existing structures against earthquakes. What are the main points of the new urban renewal plan? How will it be implemented and until when can projects be promoted within the framework of Tama 38? Read Globes' new article.

Categories: Real Estate

Guide to the ESGI

Everyone agrees ESG principles are important aspects of companies’ activities, but these principles have also received considerable criticism. This criticism is not of the principles themselves, but rather is directed against companies that exploit these principles for the purposes of public relations and image-building. Such criticism also spotlights the considerable difficulties in implementing fundamental changes in business activities.

Regulation: Internal Enforcement and Compliance

Partners from our firm lectured yesterday to compliance officers at BDO Financial Academy. The lecture focused on internal enforcement programs, which can significantly mitigate a corporation’s exposure to enforcement proceedings initiated by regulatory authorities, reduce potential monetary sanctions for violations, and strengthen its reputation for fostering a culture of compliance and integrity.

 

Categories: Capital Markets | Compliance | Enforcement

Elections 2022: The Industry Entering a Huge Crisis

The decision to hold elections in October 2022 looks likely to have a significantly negative effect on Israel’s urban renewal industry. Our firm commented to The Marker, “If we hoped for a slowdown or a halt to rising real estate prices, it’s not going to happen. Especially in the urban renewal field, there is a real fear of massive delays.”

 

 

Categories: Real Estate

First US Indictment for NFT Insider Trading Offenses

The indictment (US v. Chastain) marks the first time federal prosecutors have brought charges alleging insider trading with digital assets.

Youth Employment over Summer Vacation

Summer vacation is here. It’s time for an important reminder on youth labor laws.

New Israeli Directives on Cyber Risk Management and Risk Management for Regulated Financial Service Providers

CMISA recently published two new risk management circulars for financial service providers, including small entities.

Bank of Israel Continues to Regulate Use of Cryptocurrencies

The risk of money laundering is one of the main risks involved in using and trading cryptocurrencies. This amendment to Proper Conduct of Banking Business Directive 411 addresses how banks should manage money laundering and terror financing risks.

Doing Business in Israel: Fintech

International companies and individuals seeking to expand into a new area of business or expand their international business into Israel must understand the relevant legal landscape and how it may shape their operations. In this article, we will focus on international companies in the fintech sector considering offering services in Israel or to Israeli clients.

The Rules of the ESG Game Have Changed: Column in TheMarker

USD 1.5 million fines, preliminary administrative proceedings, dramatic resignations—growing enforcement on ESG issues is becoming a bigger trend. Who should be preparing for this change and how will it affect Israeli companies?

Categories: Capital Markets | Corporate Governance and ESG | Enforcement | Regulation

Pitch Day: IBM Alpha Zone

As part of our firm's collaboration with the IBM Alpha Zone accelerator, lawyers from our firm took part in the judging panel examining the eleven startup companies participating in the venture. They also talked to the entrepreneurs about technological ideas, business plans, and innovation.

Categories: High Tech | Start Ups

Article Featured in "Law and Business" Journal

An article co-written by a firm partner will be featured in the next volume of Reichman University's "Law and Business" journal. The article deals with requests for early disclosure of documents under the Companies Law and how Israeli courts examine such requests, in a way that often misses the purposes of the request and sterilizes it from its content

Categories: Capital Markets | Litigation

Insider Information: Investor Relations Forum Event

Our firm hosted Zvi Rabin and members of the Investor Relations Forum to discuss insider trading. We lectured on the characteristics of the crime, how the Israel Securities Authority handles such offenses, and the importance of obtaining professional legal assistance.

Categories: Enforcement | White Collar

Workplace Rights for LGBTQ Couples

LGBTQ couples have clear rights under Israeli labor law, even parental leave.

Criminal Law and the Adoption of the “Aggregation Theory”

Israeli courts have adopted the “aggregation theory” when approaching the task of convicting defendants. It now seems this theory might also be applied to the “abuse of process” defense.

Adv. Hagit Ben Moshe Speaks at Water Economy and Renewable Energy Conference

Adv. Hagit Ben Moshe, a partner and head of our firm's Kibbutz Sector Department, was a featured speaker at the annual Water Economy and Renewable Energies Conference. Hagit discussed the challenges of contracting between rural settlements and entrepreneurs in renewable energy projects.

Categories: Kibbutz Sector

ESG—from Voluntary Process to Legislation

As part of the compliance forum our office leads, in collaboration with the ACC and Tali Guy, Teva's VP of Compliance, we hosted a meeting of legal counsels. We lectured on ESG’s implications for the compliance field and how companies should prepare for future regulations.

Categories: Corporate Governance and ESG | Regulation

The Role of a Court-Appointed Observer at the Board Table

Our firm participated in a "Zichlinskey Hosts" meeting held by SRI Global Group together with the Israel Directors Union.

Categories: Capital Markets | Financial Regulation | Ongoing Counsel | Regulation

Representing Amir Birman before Supreme Court

We represented Amir Birman, one of the directors of Keren Or, in a sentencing appeal. The Supreme Court significantly reduced his sentence and granted him permission to appeal to Israel’s President for a pardon.

 

Categories: White Collar

Amendment to Israel’s Anti-Money Laundering Law

At the end of March 2022, the Israeli Ministry of Justice published a draft amendment to the Prohibition on Money Laundering Law.

The proposed amendment seeks to grant supervisory authority to the Israel Money Laundering and Terror Financing Prohibition Authority (IMPA), comparable to that of the Capital Market, Insurance and Savings Authority (CMISA), over financial service providers for aspects of the prohibition on money laundering and terror financing.

Appointment of an Auditor – New Statement on Required Disclosure

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.

 

Complete Guide to the TASE IPO Process

The Israel Securities Authority guides provides basic guidelines to corporations going public and answers critical initial questions.

Representing Granite CEO Accused of Fraud

We represent the CEO of Granite Securities Portfolio Management in connection with his arrest and subsequent release under restrictive conditions following an investigation by the Israel Securities Authority. He is suspected of fraudulently obtaining loans totaling approximately ILS 6.5 million from the company's clients, making false representations in connection with those loans, and falsely representing that he provided investment advice in accordance with applicable law.

Categories: White Collar

Cryptocurrencies – If You Can't Beat Them, Regulate Them

Crypto regulation – It’s the authorities’ turn to act and allow for integration of the industry into conventional economic activities.

Manpower Challenges and Existing Tech Solutions

Many organizations are facing manpower issues related to recruiting and retaining employees. This has led to a sharp rise in HR tech. Globes interviewed experts from the technology field, among them Adv. Daniel Lorber, a partner at our firm. Daniel noted there are a variety of solutions for existing challenges: artificial intelligence platforms that detect bias and discrimination against candidates or that know how to read employee work patterns, augmented reality technologies that allow candidates to “see inside” an organization before deciding to join, and tools that can warn a company about employee burnout or an employee’s intention to leave the company.

Categories: High Tech | Start Ups

Representing CEO of Real Estate Company Alleged to Have Defrauded Investors

We are representing Moti Abergil, the CEO of Yeadim Real Estate Group, in an investigation led by the Israel Securities Authority.

Categories: White Collar

Foreign Funds from Additional Stock Exchanges May Dual List on the TASE

Until now, only foreign funds from a limited number of foreign exchanges have been able to register for trading in Israel. A Ministry of Finance amendment to the relevant regulations seeks to change this.

From the Academy to Our Firm: Barnea Welcomes New Additions

Three new experts have joined our firm. Prof. Amichai Cohen, a member of the Faculty of Law at Ono Academic College and a senior fellow at the Israel Democracy Institute, will serve as special counsel in international trade and security law. Also joining the firm are two experienced attorneys: Adv. Gal Rozent, who specializes in competition law, and Adv. Amos Rosenzweig, who until recently served as Chief Legal Counsel to the National Insurance Institute.

The Tesla Might Be Electric, but Is It Eco-Friendly?

Elon Musk declared he would build a Tesla manufacturing factory in Germany in as early as 2019. The factory only obtained a license to operate now. The German regulator, environmental protection organizations, and Russian President Vladimir Putin all played a part.

Globes Op-ed – Crypto and the Regulators

Former Israeli Finance Minister Avigdor Lieberman recently expressed concern about the continued expansion of the crypto and NFT markets, particularly the risks they may pose to anti-money laundering efforts and to the stability and proper functioning of the financial system. These concerns arise, in part, from the unique characteristics of blockchain technology, which allows users to create and transfer digital assets with monetary value directly to one another without the need for a central intermediary to manage or oversee the transaction.

Categories: Blockchain | Capital Markets | Regulation

Dual-Listed Companies – a Fly in the Ointment

When dual-listed companies have no real link to Israel, the ISA needs to check its considerations, and investors even more so.

Between an Offering Prospectus and a Shelf Prospectus

The prospectus has four key objectives: to give investors information so that they make rational investment decisions; to deter the company and its executives from inappropriate behavior; to encourage public trust in the capital market; and to increase efficiency in the securities market.

Illegal Spilling of Sewage Water into Sea Leads to Significant Fine

A boutique hotel in Jaffa was convicted of spilling sewage into the sea without a permit. The court fined the company and two of its employees.

The Israeli Privacy Protection Authority’s Recommendations Regarding the Appointment of Data Protection Officer

The Israeli Privacy Protection Authority has published recommendations that organizations and companies in all sectors of the economy should appoint data protection officers, along with an instruction kit in this regard. The document was published at the end of January 2022 as part of Privacy Protection Week.

Privacy in the Digital Age: Two Recent High-Profile Cases

Two recent high-profile cases have brought privacy issues to the forefront: the Israel Police's alleged use of NSO's Pegasus software to infiltrate civilians' phones, and a Supreme Court ruling permitting the police to search the phones of former Prime Minister Benjamin Netanyahu's aides. Against this backdrop, N12 published an op-ed discussing the right to privacy in information stored on smartphones and computers.

Categories: Privacy Law | White Collar

Crowdfunding for Startups

In 2020, these offering coordinators raised a total of ILS 60 million, in more than 35 campaigns by various private companies. Compared to 2019, when about ILS 45 million was raised through offering coordinators, this is an increase of about 33%. There is an expectation the data for 2021 will show a further increase.

Israeli Privacy Protection Authority Adapts Privacy Protection Laws

The draft bill is an important step toward achieving the objectives set by the Privacy Protection Authority and the government to increase privacy protection.

Cyber Events in Public Companies

We lectured today at the annual convention of the Israeli Association of Publicly Traded Companies on the required preparations public companies must make in the face of cyberattack threats.

Categories: Capital Markets | Cyber

Right to Privacy when Issuing Search Warrants of Computers and Cellular Devices

In an expanded panel of nine justices, Israeli Supreme Court prescribed a set of rules concerning procedures and judicial discretion on the granting of search warrants of computers and cellular devices as part of an investigation. 

Will Israel Enter the MSCI Europe?

The global stock index provider Morgan Stanley Capital International (MSCI) recently announced it is seeking market feedback on Israel’s possible inclusion in its European indices. MSCI, considered one of the largest stock index providers in the world, plans to announce a decision by the end of February 2022.

 

Regulating Israeli Banks’ Provision of Services to Licensed Cryptocurrency Service-Providers

The Bank of Israel is proposing to regulate the provision of services to licensed cryptocurrency service-providers so that banks will not be able to sweepingly refuse to provide service and will have to formulate a risk management policy.

Will NFTs Push Regulators to Regulate the Metaverse?

Currently, most regulators and governments are on the fence with regards to NFTs, waiting to see what other jurisdictions do or how the market develops. In some instances, governments and regulators are trying to address this issue more actively, but with very different outcomes.

Privacy Protection Laws in Israel – Outlook for 2022

The legislation of privacy protection laws in Israel has shifted into high gear and is beginning to close the gap with legislation in Europe. A major step in this direction occurred about a month ago when the Ministerial Committee for Legislation approved a series of legislative amendments designed to adapt the Privacy Protection Law to the consumers, technologies, and trends of 2022.

Lecture: The Practice of Environmental Law

We lectured today to members of the "Law and Environment" student club at Bar-Ilan University, addressing the practice of environmental law and analyzing precedent-setting judgments involving the environment.

Categories: Environmental Law

Accessibility Requirements for Public Company Reports – Advising the Association of Publicly Traded Companies

Our firm is advising the Association of Publicly Traded Companies vis-a-vis the Ministry of Justice, the Commission for Equal Rights for Persons with Disabilities, and the Israel Securities Authority regarding accessibility requirements for public company reports. From the legal review we prepared for the client, we determined there is no place or justification, even from a broad international perspective, to impose accessibility requirements on companies with regard to public company reports, or to allow private enforcement in the form of class action lawsuits against public companies.

Categories: Accessibility | Capital Markets

Israeli Ministry of Environmental Protection: ILS 3 Million Sanction on Shufersal

The Israeli Ministry of Environmental Protection announced this week its imposition of a pecuniary sanction totaling about ILS 3 million on the leading supermarket chain Shufersal for violations of the Clean Air Law. (In particular, the company violated provisions mandating the reduction and prevention of air pollution from its vehicles).

ESG – Risks and Legal Responsibility

Since the COVID-19 outbreak and the exacerbation of the climate crisis, ESG factors have increasingly influenced the profit line of businesses. The ESG Management Program at the Coller School of Management at Tel Aviv University, which will open in March 2022, will bring the most important aspects of ESG to those whose activities have an impact on the investment chain: executives, directors, investors, analysts, and public sector personnel. As part of the program, we will give a lecture entitled "Risks and Legal Responsibility – How ESG Becomes a Significant Part of the Duties of an Organization's Officers and What Happens When Neglected."

Categories: Environmental Law | Regulation

Indictments Filed in Israel over Officers’ Responsibility for Ecological Disaster

About seven years ago, one of the worst ecological disasters in Israel’s history occurred. During work to divert an oil pipeline, one of the old pipelines belonging to the government company Eilat Ashkelon Pipeline Co. Ltd. (EAPC) ruptured near the Evrona Nature Reserve. As a result, about five million liters of crude oil poured from the pipeline into the nature reserve located in the Arava Valley.

Internal Enforcement: Series of Webinars for Public Companies

Our firm, in collaboration with the Public Companies Forum of the Israeli Association of Corporate Counsel, has launched a series of webinars on internal enforcement. Among the lectures in the series is "Prohibition on the Use of Insider Information, What an Internal Enforcement Plan Is, and How It Is Implemented in Organizations."

Categories: Capital Markets | Compliance | Enforcement

Extradition and Prosecution of Israelis by Foreign Courts

In recent weeks, numerous news articles have reported on the arrests of Israeli citizens resulting from foreign investigations conducted abroad. In one instance, more than 20 employees of a Tel Aviv based company engaging in forex investment marketing were arrested following an FBI investigation.

Interview on Workers' Rights in SPAC Issuances

Gett announced last week a USD 1.1 billion merger with an SPAC. This prompted unrest among former Gett employees who feared a dilution of their shares. We were interviewed by TheMarker about workers' rights during issuances and SPAC processes.

Categories: Capital Markets | Corporate | Investments

Much More than 66% – Must-Know Changes in the Urban Renewal Field

After years of expectations, the government has approved the legislative amendments needed to promote “Urban Renewal” projects in Israel. While everyone is talking about the amendment lowering the threshold of consent for apartment owners to 66%, a lot more has also changed. All of the amendments, both major and minor, are important.

Do You Own a Database? You’re Also Responsible for Actions Performed by Third Parties

The Black Shadow hacking group’s attack on Cyberserve, reported a few days ago, has resulted (at this point in time) in the leaking of a database with more than 800,000 records pertaining to various individuals and the exposure of additional databases. This attack raises important questions about the relations between database owners and the third parties with whom they engage to receive various services relating to business activities that incidentally involve their data.

Websites Roll Out November Deals – Tips for Safer Shopping Online

November brings with it a variety of online shopping deals and promotions. Before making a purchase, it is important to know which products are tax-exempt, which sites to buy from, and what warning lights should not be ignored. Adv. Karin Kashi, coordinator of our firm’s privacy practice, addresses the issue in an interview with Ynet.

Categories: Internet | Privacy Law

How Can China’s New Privacy Protection Law Affect Your Business?

On November 1, 2021, the new Chinese Personal Information Protection Law (PIPL) will come into effect. This law is modeled after the well-known European General Data Protection Regulation (GDPR).

Like the GDPR, the PIPL will apply not only to Chinese organizations, but also to any organization processing the personal information of people located in China.

Therefore, any organization that collects data from China must comply with this new law or risk suffering the consequences.

2021 Snapshot: The Impact of Covid-19 on the Israeli Economy

The advent of COVID-19 has brought a challenge to the stability of the economy of every country in the world.  Fortunately, and unlike the situation in many countries, Israel’s economy grew by 15.4% on an annualized basis in the second quarter of 2021, and by 5.3% in entire first half of the year.  The second quarter, of course, brought the bulk of the growth, exceeding that of Belgium, Canada, and the US among others.

Double the Trouble: What Happens When a Class Action Lawsuit tries to "Piggyback" off Another?

Many class action proceedings end in settlement. The settlement agreement is designed, inter alia, to facilitate an efficient and fair resolution to the proceeding, in a manner that also provides certainty to the parties. Essentially, it "takes on the risk" for all parties involved—the class action plaintiffs and their legal representation, the class, and the defendants. Settlement certification by the court constitutes res judicata, and ensures the preclusion of repeated claims regarding the subject of the settlement.

 

Everything You Need to Know about Israel’s Green Pass for Employees

Updated regulations for the implementation of the Green Pass in Israeli workplaces will come into effect on October 5, 2021. Following are some of the main guidelines of the regulations.

Op-Ed: Knesset Debate on Establishment of Regulatory Authority

An op-ed in Globes addressing the current Knesset debate over the establishment of a new regulatory authority.

Categories: Regulation

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

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.

District Court Ruling: Azrieli Foundation Exempt from Paying Taxes on Dividends

An Israeli district court rejected the Israel Tax Authority’s attempt to force the Azrieli Foundation to pay taxes in the amount of tens of millions of shekels for dividends it received and continues to receive due to its holding in Azrieli Group's shares. The court accepted the tax appeal, which was filed by Barnea Jaffa Lande, and ruled that the Azrieli Foundation, a nonprofit organization that works for the public good in Israel, is not the controlling owner of Azrieli Group and is therefore entitled to a tax exemption. The court ruled, among other things, that the ITA’s position could have a chilling effect in relation to business entities’ support of philanthropic associations. Adv. Zohar Lande, Adv. Eyal Nachshon, Adv. Harel Perlmutter, Adv. Nir Ziman, and Adv. Omer Keydar represented the Azrieli Foundation throughout the proceedings, which lasted about five years.

Categories: Litigation | NPO | Tax

Israeli High Court Ruling: Knesset Finance Committee Limited in Authority to Approve Tax Benefits for NPOs

The Israeli High Court of Justice ruled recently that section 46 of the Income Tax Ordinance does not authorize the Knesset Finance Committee to exercise broad discretion in recognizing NPOs and in fact the Committee’s approval is limited solely to that related to its supervisory role.

Europe: Amazon Slapped with Record-Breaking Privacy Fine

E-commerce giant Amazon reported in its financial statements at the end of last month that the Luxembourg data protection authority had imposed on it a fine totaling EUR 746 million. The fine appears to have been laid on Amazon for its use of users’ personal data for targeted advertising, in violation of the EU’s General Data Protection Regulation (GDPR).

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

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.

Amendment to Israeli Competition Rules – RPM Arrangements

The block exemption for non-horizontal arrangements recently underwent a significant change. Beyond changing the name of the block exemption to “Rules of Economic Competition,” a significant amendment was introduced relating to the issue of price restraints in vertical arrangements.

 

Calcalist Interview on White-Collar Crime

Several of Israel's leading lawyers in the field of white-collar crime and criminal law were interviewed by Calcalist, including experts from our firm. We addressed the core issues of the field and the impact of COVID-19, along with a forecast for several ongoing major cases.

Categories: Enforcement | White Collar

Expert Panel: Challenges of Entering the US Market

Adv. Daniel Lorber, who specializes in high-tech and startups, will participate in an expert panel on the challenges of entering the US market. This subject is particularly relevant for young startups who have found such a move difficult.

Categories: High Tech | Start Ups

Israeli-UAE Tax Treaty

On May 31, 2021, Israel and the United Arab Emirates signed a tax treaty. This is the first tax treaty between the states. It is expected to go into effect on January 1, 2022, after passing the necessary ratification processes in the Knesset and the government.

Real Estate Transactions Using Digital Currencies – Regulatory Challenges

The volume of real estate transactions incorporating digital currencies is expected to grow in the coming years, especially among young, wealthy, tech-savvy professionals. We were interviewed by Globes on the trend, noting the regulatory challenges that exist in these types of transactions.

Categories: Blockchain | FinTech | Real Estate

Implications of European Whistleblower Protection Directive on Israeli Companies

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.

Webinar: Responsibility of Compliance Officers in Organization

The Compliance Forum of the Association of Corporate Counsel in Israel hosted a webinar this morning on the responsibilities of compliance officers in organizations. As part of the webinar, we discussed new trends and developments, as well as the normative basis for imposing personal responsibility on compliance officers in organizations.

Categories: Compliance

Israel Securities Authority: Guidelines for Discussions with Investors Prior to Publication of a Prospectus

A wave of IPOs continues to flood the market, prompting the Israel Securities Authority to publish a new staff position paper discussing three key topics.

Warning, Border Ahead? Expanding Israeli Courts’ Jurisdiction over Foreign Defendants

In early June 2021, the Tel Aviv-Yafo District Court handed down an important precedential ruling. The ruling expands the identity of an authorized agent, i.e., the entity to whom a statement of claim may be served and that thus subjects a foreign defendant to the jurisdiction of the Israeli court.

Options to Buy Shares in a Company – Important Things to Know

Offering options to buy a company’s shares has become a legitimate benefit even for companies not in the high-tech field. As experts in the field, we were interviewed by Globes on what it means to receive options in a company.

Categories: Corporate | High Tech | Start Ups | Tax Incentives and Grants

Webinar: Contacting Investors – Do's and Don'ts

The Israel Hedge Funds Association (IHFA) is hosting the webinar "Contacting Investors – Do's and Don'ts." As part of the webinar, we will discuss the legal infrastructure required for reaching out to investors.

Categories: Capital Markets

Dual-Listed Companies – Israeli Legal Liability for Reporting

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.

Webinar: Cyber and Privacy in International Law

Bar-Ilan University's International Law Club & Global Law Forum is hosting the webinar "Cyber and Privacy in International Law." As part of the webinar, Adv. Anat Even-Chen, partner and head of our firm's regulation practice, will discuss the international aspects of privacy and cybersecurity law.

Categories: Cyber | Internet | Privacy Law

Climate Law Memorandum: Goals and Means for Handling the Climate Crisis

The Ministry of Environmental Protection recently published the Memorandum for the Climate Law 2021. The memorandum’s main purpose is to create an organizational framework for Israel's handling of the global climate crisis. It follows the developing trend among countries worldwide that have enacted similar climate legislation. According to the memorandum, handling the crisis shall occur on two primary levels. The first is prevention and minimization of greenhouse gas emissions in order for Israel to meet its international obligations under the Paris Agreement. The second is advancing national preparedness for the impacts and harms of the climate crisis.

Environmental Law Club Launch Event

We are proud to serve as the legal partner of the Environmental Law Club of Bar-Ilan University. Our firm will be presented as part of the launch event taking place on June 15, 2021.

IPO Wave Continues to Flourish – How Should Companies Prepare for an IPO?

The growing wave of IPOs on the Tel Aviv Stock Exchange is pushing an overwhelming number of private companies to consider going public. In an interview with the TheMarker on the trend, we explain how companies considering an IPO must behave with both the public and regulatory authorities to succeed.

Categories: Capital Markets | Financial Regulation | IPOs and Public Offerings

Bank of Israel: Environmental Considerations and Risks Should Be Part of Banking Corporations’ Risk Management

The Bank of Israel published its latest annual review at the end of May. The review includes an announcement by Supervisor of Banks Yair Avidan that he is promoting the formulation of updated comprehensive regulations on environmental risk management, considering the considerable importance he attributes to the subject of the environment.

 

Rules and Conditions for SPAC Issuances in Israel

Over the past year, raising capital through SPACs has become a hot trend on Wall Street. The Israel Securities Authority recently published the conditions and principles for SPACs to launch IPOs.

Everything You Need to Know When Registering a Patent

Building an initiative? Does it include intellectual property you want to protect? We were interviewed by Globes, where we explained to entrepreneurs every step they must take on the path to registering a patent.

Categories: Intellectual Property

2021: Trends in Regulatory Compliance and Risk Management

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.

Overcoming Opposition to Construction Plans

The publication of large-scale construction plans often provokes fierce opposition from residents in the area. Yedioth Ahronoth published in its weekend edition a comprehensive article on the subject featuring an expert from our firm. What do you need to know about submitting a plan and how to do so?

Categories: Real Estate

Blockchain and Real Estate

Globes has dedicated its Real Estate Supplement for Israel's Independence Day to real estate innovation. We were asked to publish a guest column discussing the implementation of blockchain technology that enables the registration and performance of digital operations through a distributed network of computers in the real estate field. We noted that once land registration is also based on blockchain, buyers will be able to purchase real estate property and take out a mortgage in exactly the same way online purchases are made today.

Categories: Blockchain | High Tech | Real Estate

Five Things You Didn’t Know about Impact Investing

In the last decade, impact investments have become an international trend to address global challenges in the areas of environment, welfare, health, employment, and education. In light of the development of the impact investments’ field, we recommend familiarizing yourself with several terms that may help when examining investments in general and impact investments in particular. 

Retail and Tech in a Post-COVID World

2020 marked a monumental shift in consumer behavior, with the retail industry particularly affected by the global spread of COVID-19. Between nationwide quarantines and the looming threat of disease, retailers had to adapt quickly to survive the forced seclusion and distancing. While some have been building their e-commerce brands and marketplaces for years, others were less prepared and were left to either sink or swim.

Webinar: Supervision and Control Procedures – How to Do It Right

As part of the ACC Compliance Forum we lead, we will host a webinar tomorrow on the supervision and control procedures within organizations. We will discuss the theoretical aspects and challenges in the field, followed by an expert panel.

Webinar: 10 Years of Administrative Enforcement in Israel

The Rina and Meir Heth Center for the Study of Competition and Regulation at the College of Management is holding a webinar with former judges and legal experts entitled “10 Years of Administrative Enforcement in Israel.” We were invited to participate in the lawyers’ panel of experts, which will examine the impact of administrative enforcement tools on violations of Israeli law. 

Categories: Capital Markets | Enforcement

Proper Articles of Association – Now More Than Ever

The coronavirus crisis, which hit both the Israeli market and markets globally, has been unsettling. It undermined existing collaborations and encouraged the creation of new ones. It weakened the inertia that drove many businesses and employees, and forced numerous entities to reinvent themselves, to initiate and to dare.

SPAC: A Dream Worth Half a Billion Shekels

In recent months, the IPO market has reached a boil. It seems anyone with any kind of business is dreaming about joining the Israeli stock market. Lets look at the figures. From 2008 (the outbreak of the subprime crisis) through 2019, 76 new companies entered the Israeli stock market through an IPO process (an average of approximately 6.33 companies per year). In 2020 alone, 27 new companies entered the Israeli stock market, and in January 2021, seven new companies entered the Israeli stock market*.

 

Employers: Everything You Need to Know about Vaccinations

This past year has been nothing short of a rollercoaster ride for employers in Israel, in terms of both their business activities and their role as employers. Now, when we can perhaps see a glimmer of light at the end of the tunnel in the form of Israel’s vaccination campaign, quite a few questions arise.

Temporary Procedure for Insolvency Procedures in Israel in Light of COVID-19

The coronavirus pandemic has wreaked extensive economic havoc on the activities of many businesses and households in Israel. According to data from the Commissioner of Insolvency Proceedings, 2020 brought a rise of about 41% in the number of applications to commence insolvency proceedings compared to 2019.

The Effect of China-US Relations on Israeli Companies

Israeli companies that view the US as a relevant market for selling products, receiving investments, or a future sale or merger transaction should be aware of the Committee on Foreign Investment in the United States.

Categories: High Tech

Economic Court Restores Certainty to Profit Test for Dividend Distributions

The Tel Aviv District Court (Economic Department) has restored certainty to directors in relation to the profit test for dividend distributions. The court ruled that the profit test is a retroactive technical test, unless the directors are aware of a major event that could materially change the company’s accounting position.

Employers: It’s Time to Protect Employee Privacy

Until recently, companies have focused their privacy policies on customers and suppliers, but have not placed enough emphasis on the privacy of their employees. We are now seeing a trend reversal, as employees are beginning to understand that an organization cannot do what it wants with their information and that there are legal limitations to collecting information about them. Organizations must now be more careful with employees’ privacy and this is how to do it. 

Categories: Employment | Privacy Law | Regulation

Israel Competition Authority Increases Enforcement against Exclusivity Arrangements

On December 30, 2020, the Israel Competition Authority (ICA) notified SOS, a company in the field of fueling services, it was imposing a financial sanction of NIS 6.3 million on the company. In addition, it imposed a financial sanction of NIS 350,000 on an executive officer in the company. Following a complaint an SOS competitor filed with the ICA, the ICA concluded SOS had entered into exclusivity agreements with its clients. The company also implemented a policy whereby it would not provide fueling services to a client if the client simultaneously engaged with a competing fuel service provider.

Globes Conference: Cyber in 2021

Adv. Anat Even-Chen participated in Globes' Material for Thought conference on the cyber industry. Anat was featured on a panel about the effects of a cyber crisis on an organization, where she discussed how companies should prepare for upcoming challenges in 2021 in this field.

Categories: Cyber | High Tech | Regulation

Relief from Insurance Requirements for Portfolio Managers and Investment Advisors

The Israel Securities Authority (ISA) has announced that, temporarily, it will not initiate or recommend taking enforcement measures against corporations licensed in portfolio management, investment advising, and investment marketing that have not fulfilled professional liability insurance requirements.

New Rules on Consumer Credit Marketing and Management

The Bank of Israel recently issued new rules on marketing and credit management. The purpose of the new rules is to prevent credit risks not tailored for the customer. They include restrictions on aggressive marketing and granting certain clients credit.

Amendment to Consumer Protection Law Restricts Telemarketing Calls

A recent amendment to the Consumer Protection Law seeks to place restrictions on telemarketing. As part of the amendment, the Consumer Protection and Fair Trade Authority will establish a database of consumers who don't want to receive telemarketing calls from various businesses. Businesses will not be able to contact a consumer whose telephone number is registered in this database, except in specific circumstances.

 

What Do Massive Weddings Have to Do with Corporate Compliance?

Our firm organized a webinar for legal advisers and compliance officers, in partnership with ACC Israel. As part of the webinar, we lectured on the connection between ethics and obedience. Are they in competition or do they complement one another? 

Categories: Capital Markets | Compliance

Regulation of Broker-Dealer Activity

While the activity of most financial intermediaries in Israel is regulated and supervised, broker-dealers have so far operated in an unsupervised manner and without dedicated regulation. In light of this, the Israel Securities Authority has published a legislative memorandum aimed at regulating the field of broker-dealers in Israel.

New Investment Products: Hedged Mutual Funds and Hedged Mutual Funds of Funds

With the goal of expanding the public's investment options, the Israel Securities Authority published a first draft of a document for public comments on the core characteristics of two new financial products: alternative mutual funds of the hedge fund type and hedged mutual funds of funds.

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.

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.

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.

Lecture on Distribution and Marketing of Hedge Funds

We 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.

Categories: Capital Markets | Hedge Funds

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.

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 organization’s compliance mechanisms and the status of its compliance officer. This includes not only improving compliance capabilities, but also integrating and deepening connections to the organization’s management.

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.  

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.

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.

How Can a Tiny Virus Threaten the Foundations of Corporate Operations?

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? Read more in an op-ed in Globes.

Categories: Corporate

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 H&M 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.

Barnea Represents Canomed in Issuing Series of Options

Our firm represented Canomed, a company engaged in cultivating, marketing, and selling medical cannabis directly to consumers, in the issuance of two series of options expected to raise ILS 6 million. Canomed is among the first companies to pursue the acquisition of pharmacies licensed to sell medical cannabis, giving it direct access to end consumers. The company already owns several such pharmacies.

Categories: Capital Markets

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.

 

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. Read more in an op-ed in Calcalist.

Categories: Capital Markets | Compliance

Investor Relations Workshop – Practical Aspects

The Israel Investor Relations Forum of the Israeli Association of Publicly Traded Companies, in collaboration with the Tel Aviv Stock Exchange, has launched an investor relations course for executives from leading companies. Yesterday’s session focused on regulation, including the rules of the game and how to publicize announcements to international investors.

Adv. Jacki Silbermann Lectures on Workers' Rights

Adv. Jacki Silbermann of our Employment Department delivered a lecture today on employees’ rights in Israel as part of Israel Tech Challenge’s Data Science Fellows program. Established to address the workforce shortage in Israel’s tech industry, Israel Tech Challenge offers intensive training programs for new immigrants who are outstanding graduates of leading universities worldwide.

Categories: Employment

Blockchain and Digital Currencies Regulation

In a short video, we examine digital currencies and recent developments in blockchain regulation in Israel.

It’s A New World Out There – Hedge Funds Navigating COVID

As part of our legal counsel to the Israel Hedge Funds Association, we are proud to be involved in the IHFA's 8th Annual Conference. The theme of the conference is “It's A New World Out There – Hedge Funds Navigating COVID.”

Categories: Capital Markets | Hedge Funds

The Ultimate Guide to eDiscovery

This has opened the door to an era of massive discovery of thousands different kinds of documents of between the parties (Word documents, PDFs, Excel spreadsheets, emails, photos, and audio files), which was uncommon in the days of paper and binders.

Israel Securities Authority Publishes Sentencings Guidelines for Administrative Procedures

For the first time, the Israel Securities Authority has published Sentencing Guidelines for Administrative Procedures which contain the considerations guiding its determination of sanctions for individual violators and corporations in an administrative procedure.

Employers Are Now Required to Publish Wage Gaps between Women and Men

According to a new amendment to the Male and Female Workers (Equal Pay) Law, employers must publish a yearly report outlining wage gaps between female and male employees. The amendment provides that certain employers must draft an internal yearly report detailing the average salary of their employees and the average wage gaps between men and women within each group of employees in the workplace.

Not All Sexual Comments or Advances from a Supervisor Constitute Sexual Harassment

An important ruling regarding workplace authority figures and the prevention of sexual harassment in the workplace has established that one cannot automatically assume sexual comments or advances by an employee with managerial authority constitute sexual harassment. In this ruling, it appears, the National Labor Court has tempered to some extent widespread notions about sexual harassment by an authority figure.

New Ruling Expected to Reduce Managers' Responsibility Following a Company's Collapse

In an important ruling recently handed down, the Tel Aviv District Court rejected a ILS 120 million lawsuit filed by Habas Group against the company's managers. Judge Kabub's ruling constitutes an initial interpretation of a new section of the the Insolvency and Rehabilitation Law, which deals with the degree of responsibility that can be attributed to managers when the company they run becomes insolvent.

Categories: Insolvency and Debt Arrangements

A Startup Guide to the US Market

Adv. Daniel Lorber was invited to speak at a meetup hosted by Tech7 and Nisha Global for businesses exploring new markets abroad. He discussed the differences between US and Israeli business cultures.

Lecture to Compliance Officer Training Course

As experts in the compliance field, we were invited for the fourth straight year to lecture a compliance officer training course organized by the BDO Academy of Finance and MITIGATE. This unique practical course is geared to compliance officers in international financial organizations. During the lecture, we discussed administrative enforcement and enforcement plans.

Categories: Capital Markets | Enforcement

Supreme Court Reduces Protection for New Apartment Buyers

A recent Supreme Court ruling held that a warning note could not serve as security for apartment buyers in a TAMA 38 project in Ramat Gan after the developer went bankrupt. In an interview with Calcalist, our firm explained the implications: “In dozens of TAMA 38 projects across Israel, a warning note was the only security buyers received to protect their investment. It is important to emphasize that the ruling concerns the specific circumstances of this case, in which the contractor became insolvent and the warning notes constituted an ‘onerous asset’ that impeded completion of the project.”

Categories: Real Estate | Urban Renewal

Israel Securities Authority: Distributors May Be Liable for the Contents of a Prospectus

The Israeli Securities Authority has announced that distribution entities now may be liable for the contents of a prospectus. In a staff position paper published in late July, the ISA changed the rules of the game in the underwriting field by determining that a distributor, or an entity associated with a distributor, that purchases securities during an issuance and sells them within a short period of time (six months or less) shall be viewed by the ISA as an underwriter and shall be liable for the prospectus.

 

Service Users Must Now Hold Hearing Procedures for Service Providers’ Employees

The National Labor Court recently handed down an important ruling that concerns many employers in the market engaged with service provider companies. The National Labor Court ruled that although there were no employee-employer relations between the employee and its employer in this matter, the service user still had to take part in the employee’s termination and hearing process, in addition to the obligation of the direct employer to hold the hearing.

Privacy Evolution: Europe v. Israel

A July decision by the Court of Justice of the European Union has established that in light of the fact the United States does not respect the privacy of its citizens in accordance with EU standards, the Privacy Shield mechanism allowing for personal data transfers between Europe and the US can no longer be relied upon. At the same time, in Israel, the Ministry of Justice has published a memorandum that constitutes the first step in adjusting existing law to the digital age.

Does Covid-19 Void Contracts?

The inter-ministerial team assembled to examine the consequences of the Covid-19 crisis on contractual agreements has recently published its recommendations.

Roundtable Article of Urban Renewal Experts

In the weekend edition of Yedioth Ahronoth, urban renewal experts gathered to discuss burning questions in the field. Representatives from our firm commented on what alternative housing is and when a tenant is entitled to it.

Categories: Real Estate

Fintech Companies: New Program to Facilitate Regulatory Reliefs

Although Israel is a world leader in the fintech field, companies operating in this area face many regulatory challenges. A newly published legal memorandum aims to enable the creation of a “sandbox”, with inspiration from various programs already implemented in Japan, Australia, and Singapore. The goal is to establish a unique experimental environment, a “regulatory sandbox,” where regulatory relief is granted to companies who choose to participate in the program.

Remuneration Policy: New Reliefs for Officers’ Insurance

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.

Banks Required to Share Information about Clients with Other Financial Bodies

As part of a broad change led by the Ministry of Finance to increase competition in the banking and financial services market, a memorandum for the Provision of Financial Information Services Law was recently published for public comments.

Israel: How to Identify Suspicious Use of Virtual Currencies

Prompted by the use of digital currencies to fund terror and other illegal activity, the Israel Money Laundering and Terror Financing Prohibition Authority has published a document aimed at assisting financial bodies and law enforcement agencies to identify improper activity in this field.

Down Round Fundraising – Not At Any Valuation

A recent decision by the Economic Division of the Tel-Aviv District Court has emphasized the requirement for officers and decision makers in a company, to undertake a stricter review standard when making decisions, especially in conflict of interest situations. Accordingly companies must now increase the scrutiny on the decision making of directors in private companies, an important decision in light of the current economic climate.

New Capital Raising Channels to Be Made Available on the Tel Aviv Stock Exchange

The Israel Securities Authority has approved expanding the trading activity conducted on the trading platform for institutional investors of the Tel Aviv Stock Exchange (referred to as TACT), so that additional types of securities may be issued and traded on it.

Crowdfunding Regulation in Israel

In a short video, we explain the crowdfunding model, which has become an attractive channel for both investors and companies seeking funding, and overviews current regulation in Israel.

Israel Takes US Approach in Enabling Affordable Fast Track to Register Provisional Patents

A new, welcome initiative by the Israel Patent Office intends to allow entrepreneurs, through a preliminary and fast-tracked process, to submit an application for the provisional registration of a patent. This is a significant step, which could revolutionize entrepreneurial innovation in Israel and make it easier on many Israelis who wish to protect future patents. In the course of the fast-track process, the application is not considered for a year, and applicants are able to set an early submission date for the patent's registration.

Adjustments to Required Disclosures in Reports in Light of the Coronavirus

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.

Every Crisis Is an Opportunity – Webinar

On June 2, we will host a webinar together with the ACC addressing the opportunity to upgrade the role of compliance officer in light of the coronavirus crisis. The webinar is geared for compliance officers and legal counsels.

Categories: Capital Markets | Compliance

An Opportunity for Regulators

The Israel Securities Authority's current enforcement policy requires officers and companies that have acted in good faith to establish their good faith in administrative enforcement proceedings. Read an op-ed in TheMarker discussing how regulators can recalibrate this policy.

Categories: Capital Markets | Financial Regulation | Regulation

How to Arrange the Inheritances of Agricultural Farms

If you are the owner of agricultural land, you may find yourself wondering about the future of the family farm after your passing. You should know this is subject to laws, agreements, protocols, and regulations unique to the agricultural sector in general and to land in particular.

Legal Options for Israeli Companies Operating in the U.S.

How Israeli companies operating in the U.S. can use COVID-19 as a force majeure and the restructuring of debt in chapter 11 bankruptcy ?

Israel: Fast-Tracked Grant Channel for Companies in Crisis

Following a previous Israel Innovation Authority call for bids for companies developing technologies to help deal with the coronavirus crisis, the IIA has opened a channel to support companies facing financial hardships due to the virus.

Libra 2.0 – From Global Currency to a Payment Method on Facebook’s Platform

After Libra, Facebook’s ambitious global digital currency venture, faced fierce resistance from regulators around the world, Facebook has announced “Libra 2.0.” The venture is set to undergo far-reaching changes that, on the one hand, will likely do away with regulatory concerns, but, on the other, will force Facebook to give up its original vision, i.e. a quick and simple transfer of digital currencies between accepted users worldwide without the need for a bank account.

Mobileye Insider Trading Investigation: Representing Former Syneron VP in Settlement with SEC

On April 17, the United States Securities and Exchange Commission dropped its case against our client Amir Waldman. Waldman, the former vice president of Israel-based medical device company Syneron Medical Ltd., was alleged to have made USD 4.3 million via insider trading on an autonomous driving system technology developer. He will pay the SEC nearly USD 2.2 million to end a civil enforcement lawsuit, a New York federal district judge announced Friday. We commented on the decision: "As in many cases, here too, a negotiation was being conducted at the same as we were preparing for trial, and it ultimately ended with an excellent result. This is a civil not a criminal case, and the arrangement, under which Amir does not admit or deny the facts, allows Amir to move on."

Categories: Capital Markets | Enforcement

ISA and TASE Publish Reliefs for Public Companies and Reporting Corporations

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.

Israel: Extending Validity of Regulatory Approvals in Light of the Coronavirus Crisis

On March 25, 2020, emergency regulations were adopted in Israel that include, among other things, an extension of the validity of regulatory approvals that expire in the near future.

Israel Innovation Authority Updates for Companies and New Benefit Tracks

Due to the coronavirus pandemic, the Israel Innovation Authority (IIA) has issued a major easement for the companies it supports, in the manner in which payroll expenses for companies in the midst of carrying out approved plans will be recognized.

ISA Publishes Temporary Order on Clarification of Clients’ Needs

In response to the Corona pandemic, the ISA published on March 30, 2020, a temporary order for license holders in connection with the clarification of clients' needs. 

Israel: Updates for Portfolio Managers and Investment Advisors and Marketers in Light of the Coronavirus Crisis

In light of the coronavirus pandemic, the Israel Securities Authority (ISA) recently released a number of updates and reliefs on the obligations that apply to portfolio managers and investment advisors and marketers.

Hosting Online Seminar for Israel Hedge Funds Association Members

Together with Lior Segev, the co-founder and CEO of Liquant Asset Management, we hosted an online seminar for members of the Israel Hedge Funds Association on business continuity planning during the coronavirus.

Categories: Hedge Funds

The Offense of Bribery

What is the definition of bribery in Israeli law and what are the maximum penalties for it?

Coronavirus in Israel – Getting Your Business Seen as an Essential Service

Special coronavirus-related emergency regulations were promulgated in Israel on March 21, 2020, listing specific economic activities considered as essential that are allowed to operate with fewer limitations.

Protecting Privacy despite the Coronavirus

The global effort to fight the spread of coronavirus has prompted new privacy related questions around the world. Much has been written for and against the use of privacy-compromising measures to protect public health. Therefore, we have chosen to concentrate on the practical implications of privacy principles on companies and businesses.

Taking Testimony in Israel for Criminal Trials in the United States

Recently, United States federal courts have been more frequently approving the extra-territorial collection of testimony for use in criminal trials to be held in the United States. While the collection of such testimony for civil proceedings held in US courts is already commonplace, until now it has been a very rare occurrence in criminal proceedings.

The Corona Effect: Q&A on Real Estate

 As experts in the real estate field, our firm was interviewed about Globes about the use of the force majeure clause in real estate contracts We noted, "The law does not have a uniform definition of what a force majeure event is and interpretation is made in accordance with previous rulings.”

Categories: Real Estate

Israel: Engaging Employees on Overtime at an Unusual Scope

On March 18, 2020, the Israeli Ministry of Labor, Social Affairs and Social Services published new regulations permitting employers to engage overtime workers at a larger scope, significantly in excess of what has been permissible to date.

The Israeli Ministry of Environmental Protection Issues Guidelines for Permit and License Holders for Foreseeable Future

On March 18, 2020, the Israeli Ministry of Environmental Protection issued a set of guidelines for adjustments to businesses and factories with permits and licenses issued by it for toxin permits, emission permits, and business licenses with environmental conditions.

Podcast on Rights of Employees in Home Quarantine or on Unpaid Leave

A podcast featuring Adv. Lee Alter discusses the rights of employees in home quarantine or on unpaid leave due to the coronavirus pandemic

Categories: Employment

The ISA Eases Obligations for Reporting Companies

The Israel Securities Authority revised its previous position and announced that in light of the exceptional circumstances, reporting corporations may submit their 2019 periodic reports until April 30, 2020.

Does a Delay in the Delivery of an Apartment Due to the Coronavirus Constitute Grounds for Untimely Delivery without Compensation?

What happens if a contractor’s workers do not come to work due to the spread of the coronavirus, and therefore cause delays in the delivery ? Will the buyer be entitled to compensation or will the delay be justifiable?

Israel’s Privacy Protections and Data Security Recommendations for Telecommuting due to Coronavirus Spread

The Israeli National Cyber Security Authority published recommendations for business and organizations related to privacy protections and data security for telecommuting due to coronavirus spread.

Protect Your Business by Learning How to Handle Data

In an attempt to assist businesses in addressing the privacy challenges they face, we prepared a short guide on the key principles of handling data.

Hedged Mutual Funds

As part of the ISA's move to make investing in hedge funds more accessible to the public and to develop mechanisms for their oversight, it published a document for public comment that details the core characteristics of two new financial products - an alternative mutual fund of the hedge fund type and hedged mutual fund of funds.

Fourth Annual FOW Derivatives Israel Conference

A partner from the firm served as a panelist at the annual FOW event. The panel discussed the essentials for entrepreneurs entering the fintech market.

Categories: FinTech | Start Ups

Chambers TMT Guide 2020: Law in Practice

As experts in the TMT field, our firm was asked to contribute the Israeli law and practice overview for the Chambers Israel TMT guide. In their overview, Adv. Micky Barnea, Adv. Daniel Lorber, and Adv. Anat Even-Chen discuss legal considerations for big data, machine learning, and artificial intelligence. They also address key data protection principles, the challenges with IT service agreements, and privacy matters. As a whole, the TMT guide offers insights for each jurisdiction.

 

Categories: Blockchain | Cyber | High Tech | Privacy Law | Regulation

Adv. Daniel Lorber Lectures at Israeli Go Global Forum's Meetup

Adv. Daniel Lorber participated today at the Israeli Go Global Forum meetup. Daniel presented to participants the issues that arise when deciding whether to recruit a local manager versus relocating an Israeli manager abroad.

Categories: Start Ups

Meetup of Israeli Blockchain Community

We participated today in a panel entitled "Regulations and Securities, Where Are We?" The panel was part of an event focused on 2020 predictions for the blockchain industry in Israel. Dozens of entrepreneurs and leading players from the local blockchain community attended.

Categories: Blockchain | Capital Markets

Battle over Pinui-Binui: Ministry of Justice Wants You to Receive More for Each Apartment

Our firm was interviewed by Globes on the Urban Renewal Authority's latest initiative to limit the addition of space in the apartments of pinui-binui projects to 12 square meters. We explained that this reduction represents another decrease in entrepreneurs' profit, thus jeopardizing the promotion of projects in this field.

Categories: Real Estate | Urban Renewal

Lecture on Bribery in Israel and Legislative Initiatives

We participated today at a meetup organized by the Israel Smart Cities Institute together with the Ethics Committee of the Kenyan Parliament as part of its visit to Israel. We lectured on bribery in Israel and various legislative initiatives on the subject.

Categories: Enforcement

Op-Ed: Cases Against Netanyahu Will Have Precedential Effect on Corporate Governance in Israel

An op-ed in TheMarker addresses how the Israel State Attorney's guideline on indicting and sanctioning corporations will guide the decision on the prosecution of Bezeq, Walla, and Yedioth Ahronoth.

Categories: Capital Markets | Compliance

Israel Securities Authority Moving to Reduce Insurance Costs for License Holders

In an attempt to reduce insurance costs for License Holders, the Israel Securities Authority (ISA) has recently implemented several changes.

EU Taking Steps to Ensure Wide Protections for Whistleblowers

In October 2019, the Council of the European Union adopted new rules to protect whistleblowers through a new directive.

Israel Securities Authority Promotes the Assimilation of Technological Innovation into the Israeli Capital Market

The ISA's commission for examining the regulation necessary for the advancement of digital markets published a report that focuses on platforms for the issuing, trading, and clearing of securities that make use of blockchain technology.

Lecture at Directors' Seminar Hosted by Analyst Investment House

We were invited to lecture at a directors' seminar hosted by Analyst Investment House, where we addressed administrative enforcement, the Israel Securities Authority's structure, and its enforcement system.

Categories: Capital Markets | Enforcement

Lecture at Discount Bank's Compliance Conference

We were invited to lecture at a compliance conference organized by Discount Bank for all its compliance officers, trustees, board members, and management.

Categories: Capital Markets | Compliance

United States: Enhanced Enforcement Policy regarding Anti-Corruption and Bribery Law on Non-US Citizens and Companies

Hoskins, a British national and former executive of Alstom SA, a French company was convicted by an American federal court of violating the Anti-Corruption and Bribery Law. This is an important red flag for any person or company conducting activity in the United States. 

Investment Management 2.0 – Internet Platform for Investment Management

New Israeli regulations allow for customized portfolio management services through on-line platforms.

Seminar on Multi-Jurisdictional Litigation

Our firm hosted the Israeli Directors' Union for a seminar on multi-jurisdictional litigation, held in collaboration with Dechert LLP. The seminar explored the key considerations for boards of directors and management teams when developing a coordinated litigation strategy across multiple jurisdictions in response to a corporate crisis.

Categories: Enforcement | Litigation

Hosting the ACC Compliance Forum's Third Meeting

Our firm hosted the third meeting of the ACC Compliance Forum, which focuses on compliance during enforcement procedures. At the meeting, we welcomed Yehuda Shaffer, Deputy State Attorney (Financial Crimes).

Categories: Capital Markets | Compliance

Op-Ed: Israel Is Missing Out on the Digital Assets Revolution

Israel is still lagging behind in the blockchain revolution, due in part to regulatory barriers that continue to slow the sector's development. As a country with a strong track record of fostering innovative and groundbreaking technologies, while also facing limited market competition and high trading fees, Israel should work to remove these obstacles, encourage growth in the sector, and establish an appropriate regulatory framework. Doing so would help Israel unlock the full potential of blockchain technology and position itself at the forefront of both technological innovation and regulatory progress in this field. For more, check out this recent op-ed.

 

Categories: Blockchain | Capital Markets

How Israel Became a Leader in the FoodTech Industry?

In Israel, over 200 startups and companies are at the forefront of innovation in the FoodTech field. Watch the video to learn more about the leading trends in the FoodTech sector .

New Standards in Cyber Protection for Companies in the Government, Infrastructure, and Finance Sectors

The Governmental Cyber Security Unit has published a new directive according to which material service providers to government, infrastructure, and finance bodies will be required to adopt a common and unified standard for cyber protection.

Latest Developments in the Israeli Payments Market

The Bank of Israel recently led several important developments in the Israeli payments market, which are designed to encourage competition and to advance the implementation of innovative technologies.

Lee Elbaz Trial Ends with Sentencing

Our firm served along with US attorneys as counsel for Lee Elbaz, the CEO of Yukom Communications, in her criminal trial in the United States. Lee was convicted of binary options fraud in August and sentenced last week. We were interviewed by media following the sentencing in a Maryland federal court, noting that "the degree of harshness in US prosecutorial policies and in sentences for economic offenses is infinitely higher than in Israel."

Categories: Capital Markets | Enforcement

Israel-Singapore Fintech Convention

Our firm hosted a meetup for the Israeli fintech community in collaboration with Fintech Fever and the Singapore Fintech Association. We lectured on current regulation, as well as challenges and opportunities in the field.

Categories: Capital Markets | Financial Regulation | FinTech

David Appel's Lawsuit Against Michael Cherney and Zeev Rom Dismissed

The Tel Aviv District Court dismissed David Appel’s ILS 239 million claim against Michael Cherney and our client, Zeev Rom, as time-barred and ordered Appel to pay attorneys’ fees. Zeev Rom was represented by Adv. Zohar Lande and Adv. Moran Bickel of our Litigation Department.

 

Categories: Litigation

IPO – What’s Important to Know

A private company considering an IPO should know it is a complex and long process, and one that may pose many challenges. Therefore, before deciding to undertake an initial public offering, a deep examination of the process is recommended.

Barnea Represents Sartorius in Acquisition of Majority Stake in Biological Industries.

Our firm represented Sartorius, a leading multinational corporation in the life science, research and development, and biopharmaceutical industry, in a transaction to acquire a majority stake in the Israeli cell culture developer Biological Industries. Sartorius acquired the majority of Biological Industries shares by way of secondary purchase of shares from the Development Company of Kibbutz Beit Haemek and private equity fund Fortissimo Capital, in consideration for USD 50 million. In addition, as part of the transaction, Sartorius and the Development Company of Kibbutz Beit Haemek signed an option to purchase/sell additional holdings in the future.

Categories: Corporate | High Tech | Investments

Meetup for Real Estate Entrepreneurs on Crowdfunding

Our firm hosted together with the crowdfunding platform Pipelbiz a meetup for real estate entrepreneurs. We lectured on raising capital for real estate projects through crowdfunding platforms, as well as real estate financing options, preconditions to raising money through a crowdfunding intermediary, and borrowing and investment disabilities.

Categories: Capital Markets | Real Estate

Modifications to an Apartment at the Purchaser's Request Do Not Constitute Just Cause for Late Delivery of Possession

A recent judgment by the Hadera Magistrate's Court holds that modifications to an apartment made at a purchaser's request do not constitute just cause for late delivery and that the purchaser must be compensated for any delay.

Urban Renewal Authority Halts Projects Due to Improper Obtaining of Signatures

Our firm was interviewed by Globes on the Urban Renewal Authority's latest initiative to limit the addition of space in the apartments of pinui-binui projects to 12 square meters. We explained that this reduction represents another decrease in entrepreneurs' profit, thus jeopardizing the promotion of projects in this field.

Categories: Real Estate | Urban Renewal

The Companies Registrar Rears Its Head – Financial Sanctions for Failing to File Reports

The Companies Registrar has recently increased its enforcement efforts when companies failed to submit annual reports, imposing fines amounting to a few thousand shekels on companies that do not comply with the requirements.

Google Permits Sports Betting Advertisements

Earlier this year, Google updated its Google Ads policy on gambling and games and announced that, as part of a limited beta launch, state-licensed gambling advertisers would be permitted to promote sports betting content within the US states New Jersey, Nevada, and West Virginia.

Event: Urban Renewal

Our office hosted today an event on urban renewal. The event dealt with the 2019 review of the field and projections for 2020. We also hosted the chairman of the Urban Renewal Authority and held an expert panel.

Categories: Real Estate | Urban Renewal

Event: The Future of Money Transfers

Our firm hosted ACC Israel members for a seminar on money transfers. We provided an overview of current regulations and guidelines governing money transfers in Israel and around the world. A panel discussion explored the challenges and opportunities facing businesses and practical ways to address issues that may arise when transferring funds. The panel featured Adv. Anat Even-Chen, our regulatory expert; Doron Cohen, CEO of Covercy; Idit Froim, General Counsel of Colu; Yitz Raab, Managing Partner of Tzur Management; Rami Sasson, Chief Compliance Officer of Discount Bank; and Ronen Siman-Tov, CTO of IBM Blockchain World Wire.

Categories: Banking & Finance | Corporate | Regulation

Trading Platforms Targeted by the Israel Securities Authority

The Israel Securities Authority (ISA) recently published a proposed amendment to the Israeli Securities Regulations concerning trading platforms’ activity in Israel.

Israel's Attorney General Guideline to Advance Transition to Digital Services in Government Ministries

In October 2019, Israel's Attorney General published a detailed guideline document addressed to the legal counsels of various government ministries.

Lecture to Compliance Officers Course

We lectured today before compliance officers at the BDO Finance Academy. The lecture dealt with the internal enforcement of securities laws, the enforcement revolution by the Israel Securities Authority, and the need to formulate an effective internal enforcement program.

Categories: Capital Markets | Enforcement

Mayoral Panel at Israel Builders Association Conference

We moderated the mayoral panel at the Israel Builders Association Conference. Participating in the panel were the mayor of Eilat, the mayor of Yehud-Monosson, the co-CEO of Shalom Et Nathan, and the chairman of the Israel Builders Association.

Categories: Real Estate | Urban Renewal

Israel State Attorney’s Policy on Indicting and Sanctioning Corporations

In October 2019, the Israel State Attorney published a new guideline on its office’s policy when considering the prosecution of a corporation, as well as on how it should determine its position on the manner of punishing corporations.

Assuring Apartment Purchasers' Money

Israeli's Ministry of Construction and Housing recently imposed a NIS 6.5 million financial sanction on the developer of a TAMA 38 project in Kiryat Bialik. The developer was fined after failing to produce a guarantee to purchasers of apartments in the project for funds they had paid toward the unit price, as required by the Assurance of Investments Law.

The Fine Print of Terms of Use

The United States Court of Appeals for the Ninth Circuit (in California) recently held that the scraping of data from public websites without any prior consent is lawful, even if it contradicts the provisions of a website's terms of use.

Compliance and Ethics in Corporations

The clear advantages of inculcating an enforcement and compliance culture are expressed not only in routine times, but also in times of crisis, and they can “tip the balance” and make all the difference.

Lawsuit Against Liquidating Company of Bank of North America

Our firm is representing private clients in a lawsuit against the liquidating company of the Bank of North America (disbanded in 1985), as well as against the administrator general and official receiver. The lawsuit concerns trust funds deposited in the bank by the deceased father of the family. The clients are represented by Adv. Zohar Lande and Adv. Shachar Rothschild of our Litigation Department.

Categories: Litigation | Private Clients

Mobileye-Intel Deal: Barnea Continues to Represent Amir Waldman

Our firm continues to represent Amir Waldman, who was charged by the US Securities and Exchange Commission for insider trading in connection with Intel's acquisition of Mobileye. The proceedings are pending before a federal court in New York.

Categories: Capital Markets | Enforcement

Transfer of Digital Currencies - The Dream and its Collapse

Regulatory resistance and legal proceedings by the US Securities and Exchange Commission are hindering the realization of one of the greatest promises of blockchain technology – the transfer of cryptographic currencies and assets between users without an intermediary.

Barnea Represents Mercura in Investment in 3DSignals

Our firm represented the German fund Mercura in its investment in 3DSignals, an Israeli startup whose technology enables businesses to monitor production floor performance. The investment follows 3DSignals’ rapid growth in the German market.

Categories: High Tech | Investments | Start Ups

Lecture on Administrative Enforcement in Israel

Partners from our Capital Markets Department lectured on administrative enforcement in Israel during a seminar organized by EY on fraud and scam risk management. During the lecture, we presented how an organization should handle a crisis when an investigation has already begun and also discussed the importance of having organized enforcement programs.

Categories: Capital Markets | Enforcement

Risk Management Course at Israel Financial Institute

We lectured today on the risks of financial crime as part of a risk management course at the Israel Financial Institute.

Categories: Capital Markets

Risk Management and the Latest Word on KYC and Preventing International Money Laundering

Together with Clifford Chance, we held a workshop for compliance officers and risk management department staff at Discount Bank and Bank Leumi. The workshop included discussions on money laundering enforcement trends, banks' obligations, and how to manage risk and provide service.

Categories: Banking & Finance | Banking Regulation | Regulation

Hosting the Israel Hedge Funds Association for a Negotiation Workshop

Our firm hosted the Israel Hedge Funds Association today for a negotiation workshop. The workshop was held in collaboration with Moti Crystal, a crisis management expert. As part of the workshop, we presented common mistakes and the techniques for overcoming them in M&A transactions and disputes.

Categories: Capital Markets | Hedge Funds

SodaStream Chairman Suspected of Insider Trading

We were interviewed by TheMarker on the allegations that SodaStream's chairman, while serving as CEO, provided insider information about a deal with Pepsico to a former employee.

Categories: Capital Markets | Enforcement

Ministry of Justice and Israel Securities Authority Wish to Adjust the Israeli Corporate Regime to Companies without a Controlling Shareholder

The Israel Securities Authority (ISA) and the Ministry of Justice published a call to the public to adjust the corporate regime, as part of addressing problems that may arise as a result of the transition of public companies to a decentralized ownership structure.

Article: Powerful Regulation Is Not the Way to Build a Stable and Functioning Market

In a Globes op-ed, Adv. Anat Even-Chen calls for cooperation between the Capital Market, Insurance and Savings Authority and the private market in order to create better regulation for fintech and financial services companies.

Categories: Financial Regulation | FinTech | Regulation

Seven Important Points before Fundraising through Crowdfunding

Crowdfunding is by now not a new fundraising option for corporations in Israel. These seven points helps explain the ins and outs of the process and the players involved.

Israel Securities Authority Working to Launch Securitization Market in Israel

The Israel Securities Authority (ISA) recently published an advisory document for public comment ahead of the publication of a legal memorandum for the regulation of the securitization field in Israel.

The ISA Places Enormous Emphasis on Deterrence

An op-ed in TheMarker discussing the market's need to share in enforcement efforts to help make internal enforcement one of the cornerstones of ISA policy.

Categories: Capital Markets | Enforcement

An Additional Barrier in Performing TAMA 38 Projects

In a precedential ruling, the Tel Aviv District Appeals Committee affirmed the Regional Planning and Construction Committee’s decision that in cases in which a new zoning plan provides more rights than those set in the TAMA 38 provisions, the consent of all residents is required.

Event Invite: Second Meeting of Compliance Forum with ACC Israel

The second meeting of the Compliance Forum, held in collaboration with ACC Israel, will focus on the basic principles and standards required for formulating an enforcement plan, the challenges of implementing such a plan, and how compliance officers should act.

Categories: Capital Markets | Compliance

First-Time Fine Imposed for GDPR Violations Involving Employee Data Breach

The Hellenic Data Protection Authority (HDPA) recently imposed a EUR 150,000 fine on the international consulting firm PwC for its violations of the new European data protection regulations (the General Data Protection Regulations, or GDPR).

Administrative Enforcement Committee Approves Agreement between ISA and Kitov Pharma Ltd.

The Administrative Enforcement Committee of the Israel Securities Authority (ISA) approved an administrative enforcement agreement between the ISA, Kitov Pharma Ltd., and a few of its officers. According to the agreement, which concludes the criminal investigation by the ISA, the company and its officers will pay a monetary sanction. Our firm represented the company and its CEO in the process.

Categories: Capital Markets | Enforcement

Maurice Haliwa Increases Claim against Jacky Ben-Zaken and Avraam Nanikashvili

Our firm continues to represent Maurice Haliwa, a shareholder in Manor A.D. Construction Investments Ltd., in a lawsuit against Jacky Ben-Zaken and Avraam Nanikashvili. Haliwa recently increased the amount of the original lawsuit from ILS 18 million to ILS 100 million. Adv. Zohar Lande and Adv. Yatir Madar represent the client.

Categories: Commercial Litigation | Litigation

Barnea Represents ISS Global in Disposition of Its Holdings in Israel

Our firm represented the Danish catering and cleaning services company ISS Global in the disposition of all its holdings in Israel. ISS was advised by Adv. Simon Jaffa, Adv. Yuval Lazi, Adv. Danny Boguslavsky, and Adv. Chen Nadir.

Categories: Corporate | Investments

Managing an Investment Portfolio for Family and Friends

We were interviewed by the radio station Kol Israel Reshet Bet on how to manage investment portfolios for friends and family. Capital market professionals must be careful, since managing an investment portfolio requires a license. Even when advising family and friends, professionals are subject to duties and may be exposed to risks and claims. (Starting at 03:10.)

Categories: Capital Markets

New Restrictions on Hedge Funds in Israel

The Israel Securities Authority recently published a staff position that has material implications on the hedge fund sector in Israel and on the investor public, including the mode of incorporation of hedge funds and the limit on the number of investors in a fund.

Payment Apps Will Enter Small Businesses

Bank of Israel published a position paper with respect to the activity of banks' payment apps in the B2C market. The position paper is the conclusion of a long battle waged by credit card companies against the banks.

Op-Ed Featured in Law360

An op-ed in Law360 discusses the SEC's treatment of two recent events—the federal suit against Kik Interactive and Facebook's announcement on the launch of a new digital currency.

Categories: Capital Markets | Financial Regulation

Barnea Represents Eva Fashion in Dispute with Ilan Bioculture

Our firm is representing Eva Fashion in a dispute with Ilan Bioculture, a cannabis plants company seeking to cancel the investment agreement it signed with Eva Fashion. 

Categories: Commercial Litigation | Litigation

When the Privacy Watchdogs Bare Their Teeth

July 2019 brought an escalation in the enforcement of privacy infringements by companies around the world. These events underscore the trend that began with the GDPR taking effect and should lead any business entity coming across personal information.

Interview on Purchasing Groups

Our firm was interviewed by TheMarker following publication that a group of apartment purchasers in the exclusive Blue project submitted a claim against Canada Israel. We explained more about purchasing groups and noted that "those who join purchasing groups become entrepreneurs together with the other group members and, as a result, are dependent on the management of the group. The group members have no final price for the apartment, there is no final date for occupancy, and there are no guarantees for the money that they pay. It is important to remember that despite the possibility of large savings in the value of the future apartment, which sometimes reaches 20%, there are many projects managed incorrectly and that sometimes even cost the group more money than they would pay if they were buying an apartment directly from a contractor."

Categories: Real Estate | Real Estate Transactions

Barnea Represents Neng Yang in Acquisition of ADT

Our firm is representing the Chinese investment fund Neng Yang in its USD 35 million acquisition of Advanced Dicing Technologies Ltd. (ADT), an Israel-based electronics dicing equipment company. 

Categories: Corporate | High Tech | Investments

An Important Milestone - First Supervised Security Token Offering

After a long wait, the US Securities and Exchange Commission (SEC) has permitted a startup company to raise funds from the general public through a supervised security token offering (STO) under Reg A+ regulations. Effectively, this is the first time a public STO was granted regulatory approval in the United States.

Bill to Amend the Investment Advice Law to Allow General Investment Advice without a License

The Israel Securities Authority recently published a draft bill for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law. The purpose of the bill is to regulate the area of  of general investment advice services and to allow those services without the need for an advice license, while still meeting some requirements.

Israel Securities Authority Demands Being Granted Authority to Supervise Underwriters and Distributors

The Israel Securities Authority (ISA) recently published a proposal for amending the Securities Law as to the supervision of underwriters and distributors.

Barnea Represents Bridgepoint in Acquisition of Qualitest

Our firm represented the private equity group Bridgepoint in the approximately USD 420 million acquisition of the Israeli software testing company Qualitest from Marlin Equity Partners.

Categories: High Tech | Investments | Tax

A Win for Zeev Rom: Gad Zeevi to Pay Another USD 1.5 Million in Brokerage Fees

Following a Supreme Court hearing, Gad Zeevi and Zeev Rom agreed to withdraw their respective appeals, leaving in place the District Court ruling ordering Zeevi to pay Rom USD 1.5 million in connection with the financing of the purchase of Bezeq shares in 2000. Rom was represented by Adv. Zohar Lande and Adv. Moran Bickel of our Litigation Department.

Categories: Commercial Litigation | Litigation

Lecture on Israel Innovation Authority Grant Programs

Adv. Anat Even-Chen lectured to members of "The Library," the Tel Aviv Municipality's urban innovation space. The lecture focused on the Israel Innovation Authority's (IIA) grant programs and the various considerations entrepreneurs must take into account before applying for a grant from the IIA.

Categories: High Tech | Start Ups

Building Removed from Pinui-Binui Plan Due to Residents' Objection

Our firm was interviewed by Globes about a pinui-binui project in Kiryat Yovel, Jerusalem, some of whose residents we were representing. Residents of the middle building objected to the plan before the Jerusalem District Planning and Building Committee, which eventually decided to exclude this particular building from the project. Our firm noted that this decision proves it is possible to make flexible plans and exclude buildings with objections while still otherwise approving pinui-binui plans.

Categories: Real Estate | Urban Renewal

The Law of Facebook Is Not the Law of Small Companies

On June, two seemingly unrelated events took place: the SEC filed suit in federal court against the company Kik Interactive and Facebook announced the expected launch of a new digital currency – the Libra. What’s the connections ?

Op-Ed: Israeli Payments Market Remains Behind

Adv. Anat Even-Chen, a partner and our regulation expert, published an op-ed in Globes describing the advancement of the payments market in Israel and its opening up to competition. This move requires courageous measures by regulators—the Capital Market, Insurance and Savings Authority and the Bank of Israel.

Categories: Banking & Finance | Banking Regulation | FinTech

Expected End Date for TAMA 38: May 2020

The Planning Administration revealed that the deadline for the completion of the TAMA 38 plan is May 2020. As expets in the field, our firm was interviewed by TheMarker on the matter. We noted that the Planning Administration's announcement entangles an entire industry built on the basis of TAMA 38, and projects that invested hundreds of hours of work and hundreds of thousands of shekels will be left orphaned and unable to implement.

Categories: Real Estate | Urban Renewal

Ministry of Defense Seminar on P.F.I Projects

Adv. Inon Yogev, a partner in our Infrastructure and Project Finance Department, lectured today as part of a seminar on the establishment of P.F.I projects in the defense sector. In attendance were senior officials from the Ministry of Defense and the Israel Defense Forces.

Categories: Infrastructure | Infrastructure Project Finance

Event on Investor Relations and Corporate Responsibility

Our firm hosted an event in cooperation with the Israeli Investor Relations Forum on investor relations and corporate responsibility. We lectured on how corporate responsibility is perceived by regulators.

Categories: Corporate | Regulation

Lecture on Crowdfunding Regulation in Israel and Abroad

Max, of Leumi Card, and Pipelbiz, the first and largest equity crowdfunding platform in Israel, have launched a new program for entrepreneurs. Program members include both fintech and insuretech startups. Our firm was chosen to serve as the initiative's legal partner. The startups recently visited our firm, where we lectured about crowdfunding regulation in Israel and abroad, as well as about challenges and opportunities in this field.

Categories: Capital Markets | High Tech | Start Ups

Barnea Represents Axcel in Acquisition of Phase One

Our firm represented Axcel in the acquisition of Phase One from Silverfleet Capital. Axcel is a leading Nordic private equity firm focusing on mid-market companies, with a broad base of both Nordic and international investors.

Categories: Corporate | Investments | Mergers and Acquisitions

ICO 2.0 - The IEO Financing Model

With the initial coin offering (ICO) era considered over, it seems there is a new tool for financing - the initial exchange offering (IEO). This method of financing is more transparent and reliable for investors, entrepreneurs, and markets, providing partial solutions to the many disadvantages exposed in ICO financing.

First Pinui-Binui Project in Givat Olga

Our Real Estate Department is representing the entrepreneurs and some of the residents in a pinui-binui project on Hagdud Haivri St. in Givat Olga, Hadera.

Categories: Real Estate | Urban Renewal

Annual Conference of the Association of Corporate Counsel in Israel

We led a panel on the legal advisor as a legal crisis facilitator at the annual conference of the Association of Corporate Counsel in Israel. Present at the conference were outgoing Justice Minister Ayelet Shaked and other senior legal officials.

Categories: Corporate

Event Invite: Privacy Regulations – Is Your Business Ready?

The entry into force of the GDPR and Israel’s information security regulations is among the most significant legal developments of recent years. These rules affect not only local organizations and businesses but also companies seeking to operate in the relevant jurisdictions. Join us for an event offering practical guidance and tips on understanding and complying with the obligations that apply to your organization.

Categories: Privacy Law

Guidelines for Standardization of Contracts and Tenders of Infrastructure Companies in the Area of Transportation

In light of the rise of investments in transportation projects, new guidelines were issued for infrastructure companies operating on behalf of the Ministry of Transport, requesting such companies adopt binding standards on several issues regarding contracts and tenders.

Hosting a Delegation of German Medical Companies

Our firm hosted a delegation of German companies as part of Tech7’s collaboration with SCE through the Bavarian Israeli Partnership Accelerator (BIPA) program.

Categories: High Tech | Life Sciences | Start Ups

Irish Investigation Against Google: Privacy Infringement for the Purposes of Targeted Advertising

Adv. Anat Even-Chen spoke to TheMarker about the Irish Data Protection Commission’s investigation into Google’s alleged violations of the GDPR. Anat explained that the investigation focuses on online advertising services and that its findings could affect adtech companies worldwide, including in Israel.

Categories: Internet | Privacy Law | Regulation

Barnea Represents VVNP in Investment Round in Aleph Farms

Our firm represented the Singapore-based venture capital fund VisVires New Protein (VVNP) in an investment round in Aleph Farms, an Israeli food-tech startup.

Categories: High Tech | Investments | Start Ups

First Time in Israel: Enhanced Scrutiny Standard Leads to Issuing of Interlocutory Injunctions

This ruling constitutes a precedent in the way the court applied the standards of judicial review and held that the business judgment rule should not be applied if business decisions are made by officers while in a state of conflict of interest.

Dual-Listed Companies: Updated Information

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.

Administrative Petition Filed Against Our Client Following Tender Win

Our firm is representing the Tel Aviv Taxi Organization in an administrative petition filed against after its win in the Tel Aviv cluster of a two-stage competitive process conducted by the Ministry of Transport. The organization is represented by Adv. Zohar Lande, Adv. Eyal Nachshon, and Adv. Adi Shoham of the Litigation Department.

Categories: Administrative Law | Infrastructure | Litigation | Transport

Israeli Court Issues Principled Ruling on Banks’ Conduct with Monies Originating from Digital Currencies

The Tel Aviv District Court issued a ruling recently on a case concerning a bank’s conduct with funds whose source is digital currencies. The court expressly ruled that the bank’s blanket ban on the opening of bank accounts by clients engaging in digital currency activity is unreasonable.

TASE Promotes a Proposal for the Entry of Nostro Players as TASE Members

On April 7, 2019, the Tel Aviv Stock Exchange (TASE) published a proposed amendment to the Stock Exchange Regulations, whereby the barriers to the entry of new TASE members will be removed and for the first time Israeli entities will be allowed entry into the stock exchange even if they operate exclusively for nostro.

Negotiation Workshop for Modi'in City Council Members

We conducted a negotiation workshop today for members of the Modi'in City Council, as part of the Open University's directors' course.

Categories: Capital Markets | Corporate

Barnea Represents ArcusTeam in Pre-Seed Funding Round

Our firm represented Israeli startup ArcusTeam in its USD 1.5 million pre-seed funding round. The company has developed an automated platform that identifies both known and unknown security vulnerabilities in IoT devices. Its investors include TheDock Accelerator and TAU Ventures.

Companies Seeking to Provide Brokerage Services are Required to File a Permit Application by May 30, 2019

Applicants who submit a permit application on or before May 30, 2019, may continue to offer brokerage under the previous ISA regime until receiving a decision on their application.

Lecture: Capital Markets Enforcement

We lectured today to Modi'in City Council members on capital markets enforcement and the role of boards of directors in formulating an internal enforcement plan. The lecture was part of the Open University's directors' course.

Categories: Capital Markets | Enforcement

Event: The Role of Boards of Directors in Maintaining Honesty

Our firm hosted the Israel's Directors Union for a seminar on the prevention of bribery and corruption. We lectured on the duties of boards of directors in Israel and also presented the US perspective.

Categories: Corporate | Enforcement | Financial Regulation

Event Invite: Insider Information in Public Companies

We are holding a seminar on insider information following several recent Israel Securities Authority investigations of senior officials in public companies. The seminar will feature discussions on the use of insider information, how to carry out internal enforcement, and the legal implications of an open investigation of an officer and his company. The event is geared to CEOs, VPs, and CFOs of public companies.

Barnea Represents Knight Therapeutics in Minority Discrimination Lawsuit in Israel

Our firm is representing Knight Therapeutics, a Canadian public company that holds 28% of Israeli pharmaceutical company Medison's shares, in a lawsuit alleging the deprivation of its rights as a minority shareholder in Medison. The company is represented by Adv. Zohar Lande, Adv. Eyal Nachshon, and Adv. Omer Keydar from our Litigation Department.

Scope of Land Supervisor's Powers

A judgment by the Supreme Court recently established the scope of instructions the Land Supervisor is authorized to issue in regard to the common property of a condominium defined as a "complex building."

ISA Makes First-Time Decision on How Cryptocurrency Asset Offerings Will Be Regulated

The committee appointed by the Israel Securities Authority (ISA) to examine regulation of cryptocurrency offerings to the public has published the outline of its regulatory policy in a final report submitted to the ISA chairman. The committee recommended focusing on regulatory models that offer structural flexibility.

Crowdfunding – The New World of Investments in Israel and in the United States

The crowdfunding model enables the general public investment opportunities that were previously reserved only for sophisticated or institutional investors. In this article we examine the Israeli and American models and why the Israeli legislators should find ways to make the crowdfunding channel more attractive, for both investors and companies seeking funding.

How Phone Numbers Became a Dangerous Identification Device

Adv. Anat Even-Chen, our regulatory expert, was interviewed by TheMarker on the growing reliance on phone numbers as a means of identity verification, a phenomenon that raises the risks associated with information security and privacy. "In order to give access to certain sensitivity actions, a person is required to verify that he is the one who should have access, by three factors," explains Anat, "something you know (password for example), something you have (like a telephone), and something that is part of you (biometric finger identity, for example). Israeli financial entities will not invest in this sector without pressure from the regulator—pressure that currently does not exist. "

Lecture: Exposure to Administrative and Criminal Liability

We lectured today at the College of Law and Business on exposure to administrative and criminal liability.

Barnea Represents Exclusive Networks in Securewave Acquisition

Our firm represented Exclusive Networks in its acquisition of 70% of the shares of Israeli company Securewave Ltd, one of Israel’s leading independent cybersecurity VADs.

Adv. Ariel Nadler Interviewed on Globes' Facebook Live

Adv. Ariel Nadler was interviewed by Guy Liberman, the editor of Globes' real estate section, about the Director-General of the Planning Administration's initiative to cancel building easements.

Categories: Real Estate | Real Estate Registration

Planning Administration to Seek Gov't Approval to Cancel Building Easements

Adv. Ariel Nadler was interviewed by Calcalist following notice of the Planning Administration's intent to bring to the government's approval a proposal to cancel building easements.

Categories: Real Estate | Real Estate Registration

Tips before Signing a Lease Agreement for an Apartment

Since an apartment lease can contain several pitfalls, here are some important issues you should check in order to ensure you begin your lease on the right foot.

Lecture: Impact of Israeli and SEC Regulation on Companies

We lectured today on regulation's impact as part of a new investor relations course. The course was launched by the Israeli Investor Relations Forum of the Association of Publicly Traded Companies in conjunction with the Tel Aviv Stock Exchange.

Protection of Intellectual Property

Many startups fail to adequately safeguard their most important asset – their intellectual property. Click to read some fundamental steps that tech companies can take in order to protect their products and inventions.

Panel: Meetings with Investors

We participated in a panel discussion as part of a new investor relations course. The course was launched by the Israeli Investor Relations Forum of the Association of Publicly Traded Companies in conjunction with the Tel Aviv Stock Exchange.

Barnea Represents Eldav Investments in Dispute with Fellow i-Jump Shareholders

Our firm represented Eldav Investments, a shareholder in i-Jump, in a dispute with the network's other shareholders.

Barnea Represents Eyal Shamir in Claim for Brokerage Fees

Adv. Zohar Lande, Adv. Eyal Nachshon, and Adv. Omer Keydar of the firm's Litigation Department continue to represent the businessman Eyal Shamir in a lawsuit against British Israel. Shamir claims he was not paid a brokerage fee for the merger between British Israel and Melisron.

Seminar: Corporate Finance Through Issuance and Crowdfunding

We hosted the Israeli Directors' Union for a seminar on corporate finance, where we lectured on capital raising in the US and Israel.

Event Invite: 2019 ICO Regulation – Global Experts Discuss

Join Barnea and Baker Mckenzie for an expert discussion on how best to participate in blockchain/ICO technological innovation in light of the latest global regulatory trends.

Blockchain Now and Into the Future – What We Can Expect

Blockchain has a well-established presence in the ecosystem, with a variety of use cases across a broad range of sectors, including Fintech, advertising, security, telecommunications and others. Here is an overview of the latest developments regarding blockchain regulations in Israel.

Article: The Singaporean Model That Connects the Capital Market to Startups

An op-ed in Globes suggests that the Singaporean model of a blockchain integrated platform as a solution that does not require legislative changes. It argues this model could replace the stalled initiative of the ISA to establish a secondary stock exchange for small and medium-sized companies.

Hosting Participants of the EdStart Program

We hosted today participants of AWS EdStart, an educational technology (EdTech) startup accelerator. A number of partners from our firm spoke at the seminar, discussing topics such as founders' agreements, intellectual property, and the tax issues of startups.


Categories: Employee Tax Benefits | High Tech | IP and Licensing | Start Ups

"High" Companies

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.

Liability of Officers and Functionaries in an Insolvent Corporation

Chapter 8 of the new Insolvency and Economic Rehabilitation Law addresses the liability of officers and functionaries. The law’s main innovation is that - beyond liabilities toward the corporation, which already existed prior to the enactment of the law, such as fiduciary duty and duty of care - special liability will also be imposed on the corporation’s officers and functionaries.

Year in Review – Capital Markets

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.

What You Always Wanted to Know About Fintech Regulation But Were Afraid to Ask

For Fintech companies looking or hoping to work in Israel, the regulatory developments could either serve as an opportunity or as a barrier, and should be carefully considered. Click to read  an overview of the Israeli Fintech regulatory situation.

Supreme Court Decision on Knesset Channel Chosen as Top Ruling in 2018

TheMarker named the Supreme Court's ruling on the Knesset Channel tender as one of the five most important verdicts of 2018. According to TheMarker, the ruling provides a glimpse into the Court's attitude to the media. Adv. Zohar Lande, Adv. Eyal Nachshon, Adv. Adi Shoham, and Adv. Omer Keydar of the firm's Litigation Department represented RGE Knesset Channel, which won the tender.

Categories: Administrative Law | Litigation | Telecom & Media

Year in Review – Infrastructure and Project Finance

2018 was characterized by the promotion and development of numerous infrastructure and energy projects. A government decision in September 2017 led to the formulation of a multi-year plan for the development of 147 infrastructure projects in Israel at a total cost of NIS 116 billion. One of the goals of the plan is to promote public-private partnership (PPP) projects.

Charges Against Our Client in Utrade Case Dropped

Our firm represented Rafi Bar-Lev in a hearing before the Tel Aviv District Attorney's Office. The DA's Office was considering filing an indictment against Bar-Lev for fraudulent receipt, but instead chose to close the case against him.

Categories: Capital Markets | Litigation

Family Members Are Not Necessarily One Economic Unit for the Purposes of Betterment Tax Payments

The Appeals Committee for Planning and Building, Compensations and Betterment Tax in the District of Jerusalem held that family members who are not one economic unit are not a single family unit for the purposes of exemption from betterment tax in the expansion of an apartment of no more than 140 square meters.

Chambers & Partners Anti-Corruption Guide 2019

Our firm's Capital Markets Department contributed to the Chambers and Partners anti-corruption guide, which provides expert legal commentary on key issues for businesses.

Categories: Capital Markets

INGL to Pay ILS 370 Million for Construction of Offshore Dry Gas Pipeline

Our firm represented INGL during the negotiation and conclusion of an MoU for the construction by Energean of an offshore dry gas pipeline from the Karish and Tanin fields to the Israeli shore. The pipeline is expected to be transferred to INGL in the beginning of 2021.

Categories: Gas | Infrastructure

High-Tech Earthquake: Tax on Exercising Options for Employees Will Increase Upon Exit or Issuance

Adv. Daniel Lorber, the head of our firm's equity incentives practice, was interviewed by Globes on the Israel Tax Authority's latest decision. Instead of a capital gains tax rate of 25% on options granted to employees for exercise in the event of an exit or issue, the proceeds from such exercise will now be considered labor income, and therefore the tax liability may rise to 50%.

Categories: Employee Tax Benefits | High Tech | Start Ups

Doctor, Can I Get a Prescription for Blockchain?

While still widely identified with digital currencies, blockchain technology is also beginning to revolutionize the healthcare industry. See how pharma companies and medical institutions have begun to rely on this technology to resolve problems faster and more efficiently.

Barnea Represents Azrieli Group in Class Action Lawuit

Adv. Zohar Lande, Adv. Eyal Nachshon, and Adv. Omer Keydar of our Litigation Department represented Azrieli Group in a class action concerning its alleged failure to display prices per unit of measure for certain products on its e-commerce website. The case was resolved through a settlement.

Categories: Class Actions | Litigation

Companies Required to Amend Option Plans

A new circular by the Israel Tax Authority determines the terms for granting options to employees when the vesting of such options is contingent upon performance milestones or the occurrence of an IPO or exit event.

ISA Proposes Stock Exchange Reporting in English

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.

Email Addresses Considered “Personal Information” Pursuant to Israeli Privacy Protection Law

The Israeli Privacy Protection Authority recently published a pronouncement whereby a collection of email addresses and the names of their owners also constitutes a database.

2/20 Vision – Are We Over the Hedge?

The presence of over 100 domestic hedge funds showcases the recent considerable growth of the industry in Israel. Here’s why hedge funds have become so popular.

US Court Allows Company to Cancel a Transaction Based on “Material Adverse Effect” Clause in Agreement

The Delaware Court of Chancery issued a precedent recently, whereby an acquisition agreement may be cancelled due to the occurrence of a “Material Adverse Effect” (MAE) in the acquired entity.

Workshop: Legal Primer for US Hedge Fund Investing

Barnea and Friedman Kaplan hosted a workshop for participants from the Israel Hedge Funds Association. We gave a lecture entitled "International Enforcement: Being in Israel Does Not Keep the SEC Away."

Categories: Capital Markets | Hedge Funds

IBM Alpha Zone Class #7 Demo Day and Class #8 Kickoff

As part of the firm's activity at IBM Alpha zone, Adv. Daniel Lorber participated today in the IBM Alpha Zone Class #7 Demo Day and Class #8 Kickoff.

Categories: High Tech | Start Ups

Barnea Represents Senetas Corporation in Investment in Votiro

Our firm represented Senetas Corporation in a USD 8 million investment in the Israeli cyber company Votiro Cybersec Global Limited.

Categories: Corporate | Cyber | High Tech | Investments | Mergers and Acquisitions

ISA Investigates El Al Executives in Insider Information Case

As counsel for one of the executives, we responded to Calcalist's questions.

Categories: Capital Markets | Compliance

Tax Policy Could Undermine Israel’s IP Outreach

Adv. Anat Even-Chen was interviewed by Bloomberg BNA following the implementation of new rules regarding the licensing of IIA-funded know-how for use by multinational corporations outside of Israel.

Categories: High Tech | International Taxation | Tax

Defending Against Sexual Harassment in the Workplace

Barnea and SPB hosted a seminar today on the issue of sexual harassment in the workplace. We provided an overview of the key legal aspects in Israel.

Categories: Employment

Managing Anti-Bribery and Corruption Issues: US, EU & Israeli Perspectives

Barnea and BCLP hosted a seminar on cross-border anti-corruption investigations. Partners from our Capital Markets Department presented the issue from the Israeli perspective.

Categories: Capital Markets | Compliance

Israel Securities Authority: Cyber Event Requires Reporting

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.

Year in Review - Technology

In March 2018 the Israel Innovation Authority launched a $264 Million National Digital Health Program, with the aim of promoting Israel as a leader in digital health, and improving the quality and quantity of digital health data to support the research and development of preventive and personalize medicine. The program includes a new National Genomic-Clinical Initiative, aimed at sequencing and analyzing the genomes of 100,000 Israeli volunteers, for the purpose of aiding drug discovery.

New Court Ruling Prohibits Short-Term Apartment Rentals

The Supervisor of Land Registration at the Ministry of Justice accepted a lawsuit filed by the housing committee of a condominium building in Tel Aviv and forbade one of the apartment owners from using his apartment for short-terms rentals (Airbnb, Booking).

Q&A on the Right of Workers to Unionize

We answer a series of questions from Mako about the right of workers to unionize in the workplace.

Categories: Employment

Are Short-Term Property Rentals Legal?

Adv. Ariel Nadler, head of the Real Estate Department, was interviewed on a financial radio program at the Public Broadcasting Corporation about the possibility of property owners and sub-tenants renting out apartments for the duration of the Eurovision Song Contest (starting at min. 44).

Categories: Real Estate

Can You Prevent Neighbors from Renting Out Apartments on Airbnb?

Adv. Ariel Nadler was interviewed by CalcalistTV on the decision by the Supervisor of Land Registration at the Ministry of Justice to forbid an apartment owner in a building in Tel Aviv from using his apartment for short-terms rentals (Airbnb, Booking).

Categories: Real Estate

IBM Alpha Zone 8th Class Selection

Our firm participated in the selection process for the 8th class of the IBM Alpha Zone accelerator.

Categories: High Tech | Life Sciences | Start Ups

October 2018 News Flash – Employment Law

This news flash features information on the statutory day of rest during upcoming general elections for local authorities and regional councils in Israel and an update on the new amendment to the Prevention of Sexual Harassment Regulations.

A Building without a Building Permit Cannot Perform Urban Renewal under TAMA 38/2

The Tel Aviv District Court, presiding as an Administrative Court, rejected a petition filed against the District Appeals Committee for Planning and Construction and held that a structure that has not received a building permit cannot execute a TAMA 38 project. Per the court, the desire to reinforce buildings for risk of earthquakes is not intended to cure construction non-compliance and is not designed to "launder" buildings constructed without a permit

Between Dankner and Musk: A Lesson on Enforcement

Read an op-ed in Globes on the Nochi Dankner and Elon Musk affairs and the differences in enforcement culture between the US and Israeli systems.

Categories: Capital Markets | Compliance

Event Invite: Managing Anti-Bribery and Corruption Issues: US, EU & Israeli Perspectives

Join Barnea and BCLP for a seminar on cross-border anti-corruption investigations.

Categories: Capital Markets | Compliance

Barnea Takes on Representation of TI Group Automotive Systems SRO

Our firm is representing the Czech company TI Group Automotive Systems SRO in a EUR 4.5 million lawsuit against Raval ACS Ltd. The lawsuit stems from a valve failure that resulted in the recall and repair of 250 thousand Mercedes cars.

Categories: Commercial Litigation | Litigation

Event Invite: Defending Against Sexual Harassment in the Workplace in the UK, US, and Israel

Join Barnea and Squire Patton Boggs for a free training session on the issue of defending against sexual harassment in the workplace and receive an overview of the key legal and practical issues in the UK, the US, and Israel.

Categories: Employment

Hiring Employees Who Work from Home

Adv. Marie Tsion is featured in Mamon, Yedioth Ahronoth's financial supplement, on how to determine a policy for the scope of working from home.

Categories: Employment

Israel’s Innovation Authority Issues New Know-How Licensing Rules for Multinational Corporations

Israel’s Innovation Authority (the IIA, formerly the Office of the Chief Scientist) has issued new rules regarding the licensing of IIA-funded know-how for use by multinational corporations outside of Israel.

SEC Takes First Action Against Crypto Hedge Fund

Adv. Daniel Israeli was interviewed by Calcalist following the SEC's decision to fine an unregistered crypto broker-dealer and its owners.

Categories: Blockchain | Capital Markets | Compliance | Financial Regulation

What to Know before Signing a Contractor's Purchase Application

In most projects, the marketers/contractors/developers customarily require potential apartment buyers to sign a purchase application/proposal form. Read through these five points before signing.

A Small Step for the Regulator, a Big Step for Blockchain Technology

An article in Globes about the changing financial regulation in the US around crypto coins.

Categories: Blockchain | Capital Markets | Financial Regulation

Activist Shareholders – The Israeli Challenge

Today, Barnea and ACC Israel hosted a seminar on shareholder activism. Adv. Micky Barnea discussed activism in Israeli companies. Also presenting were Elchanan (Nani) Maoz from Everest Fund and Steve Wolosky from Olshan Frome Wolosky LLP.

Categories: Capital Markets | Derivative Actions | Shareholder Activism

Bitcoin Makes Up 1% of World Electricity Consumption

We were interviewed by TheMarker on Bitcoin's energy consumption, noting that this is a meeting point between the real economy and the new economy that Bitcoin represents.

Categories: Blockchain | Capital Markets

Employer Dos and Don'ts When Workers Form a Union

Our Employment Department was interviewed by the radio station Kol Israel Reshet Bet on how an organization should conduct itself when workers want to form a union (starting at 35:30).

Categories: Employment

Barnea Represents Visual Estate in Recent Financing Round

Our firm represented the Israeli startup Visual Estate in its recent round of financing by private investors. Visual Estate is an SaaS platform that allows you to turn any floor plan into a fully immersive VR experience.

Categories: High Tech | Start Ups

New Privacy Protection Laws in Brazil and India

Both Brazil and India have recently passed new privacy protection laws. These laws may also apply to Israeli companies doing business in the countries.

Supreme Court Increases Nochi Dankner's Sentence

We were interviewed by the newspaper Israel Hayom and the radio station Kol Israel Reshet Bet following the Supreme Court's decision to increase the sentence of Israeli businessman Nochi Dankner. Dankner was previously convicted of securities fraud.

Categories: Capital Markets | Compliance

Increasing Privacy Protection Enforcement

Over the last few days, the Privacy Protection Authority has begun sending in-depth questionnaires to various business entities for the purpose of examining these entities’ compliance with the Privacy Protection Regulations (Data Security) that came into effect on May 8, 2018.

Bank of Israel Encourages New Digital Banks

In June 2018, the Bank of Israel published a new policy for authorizing small and digital banks. The Banking Supervisor announced that new banks can have initial regulatory capital of NIS 50 million - a substantial reduction of the levels previously required.

Event Invite: Activist Shareholders – The Israeli Challenge

Join Barnea and ACC Israel for a seminar on shareholder activism. During the seminar we will examine activism in Israeli companies and the courtroom, while comparing the US and Israeli markets.

Categories: Capital Markets | Shareholder Activism

The New Reform in the Field of Privacy Protection and Information Security - the Day After and the Future …

Israel’s new Privacy Protection (Information Security) Regulations came into effect this past May. These regulations constitute a significant reform and turning point in the field of personal information security in Israel and in protecting the privacy of Israeli citizens.

Obligation to Disclose Post-Sale Delivery and Service Policies

Adv. Asaf Shalev was interviewed by TheMarker regarding the Consumer Protection Authority's new directive, according to which companies and business owners who operate a store or a website will be required to specify in a prominent and visible location which areas they refuse to provide their services to.  

 

Categories: Consumer Protection | Regulation

Launch of Electricity Authority Reform

At the end of last week, the Israeli Knesset approved a historic reform to the electricity sector. The selling process of the first power plant, Alon Tavor, is expected to begin within a few months.

Supreme Court Ruling: RGE Group to Operate Knesset Channel

The Supreme Court rejected the petitions of News 2 and Channel 20 against the decision to announce RGE as the winner of the Knesset channel tender. This paves the way for the operation of the Knesset channel by RGE as early as August 1, 2018. RGE was represented by Adv. Zohar Lande, Adv. Adi Shoham, Adv. Eyal Nachshon, and Adv. Omer Keydar of our firm's Litigation Department.

Categories: Commercial Litigation | Litigation

Approved by the SEC – Security Tokens Exchange in the US

Coinbase, one of the leading cryptocurrency exchanges in the US, received approval from the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) to list for trading digital currencies considered to be securities (security tokens). Coinbase has thus become the first US federally-regulated platform for trading security tokens.

Lecture on Legal Aspects of Offshore Process for Israeli Companies

We lectured today on the legal aspects of the offshore process for Israeli companies at a meetup of the Israeli Society for Human Resource Management.

Categories: Employment

Updates on Consumer Protection Laws

Several new consumer protection updates: the obligation to disclose post-sale delivery and service policies, the expansion of provisions regarding the scheduling of providing services at consumers’ homes, and relief in the obligation to mark apparel products.

Israel Supreme Court Precedent Allows Social Network Users to Sue in Israel

Israel's Supreme Court has handed down a precedent ruling whereby a legal dispute between a social network and its Israeli users will be adjudicated in the court in Israel, notwithstanding the fact that the social network's terms of use contain a jurisdiction stipulation vesting sole jurisdiction to the court in California.

Workshop on Managing Israeli Subsidiaries of Multinational Corporations

Barnea hosted, together with the Ministry of Economy, a workshop on the corporate and labor laws relevant to officers of Israeli subsidiaries of multinational companies.

Categories: Corporate | Employment

Asset-Backed Digital Currencies: Advantages and Challenges

The race to develop a new, unique and reliable digital currency with low volatility has prompted entrepreneurs to scale the link of blockchain technology and mainstream investments, thus creating a new wave of cryptocurrencies backed by commodities or assets.

Consensual Relationships: The Law's Take on Romantic Relationships Between Managers and Employees

Adv. Lee Alter Kizis of the Employment Department published an op-ed in Mako about consensual personal relationships in the workplace.

Categories: Employment

PropTech – Transformation of the Real Estate Market

Major, long-established players in the real estate market have joined forces with young companies and entrepreneurs with the objective of resolving the many challenges inherent in the field of real estate transactions.

 

Lecture on the Regulatory Challenges of Fintech Companies

We lectured today to startups and VCs on the regulatory challenges faced by fintech companies.

Categories: FinTech | Start Ups

Lecture on Labor Law Issues of High-Tech Companies and Startups

Adv. Marie Tsion, the head of our Employment Department, lectured today, as part of a professional training course for HR professionals, on various labor law issues relating to high-tech companies and startups.

Categories: Employment | High Tech | Start Ups

Broker Sues for ILS 50 Million over British Israel and Melisron Merger

Adv. Zohar Lande, Adv. Eyal Nachshon, and Adv. Omer Keydar from our Litigation Department are representing businessman Eyal Shamir in a lawsuit against British Israel Investments, which is owned by Melisron Ltd. Shamir alleges he was not paid a brokerage fee for the merger between the two companies.

Categories: Litigation

Barnea Represents Investor in Israeli Cybersecurity Company

Barnea advised an investor on a USD 60 million investment in  Claroty, an Israeli company that specializes in cybersecurity for industrial control networks.

Categories: Cyber | High Tech | Investments | Start Ups

Lecture at IHFA's Sixth Annual Tel Aviv Conference

We lectured at the Israel Hedge Funds Association's Sixth Annual Tel Aviv Conference. The goal of the event is to connect local industry with overseas peers, bringing together professional experts, manages, and investors. We discussed how fund managers can benefit from their relationship with the exchange.

Categories: Capital Markets

Israel Chapter in 2018 Anti-Money Laundering Legal Guide

Our firm's Capital Markets Department contributed to the Israel chapter of the 2018 edition of The International Comparative Legal Guide to Anti-Money Laundering. The chapter discusses issues of enforcement and regulation to prevent money laundering in Israel.

Categories: Capital Markets | Compliance

Control of Financial Asset Services – Update

Moments before the new supervisory regime over financial asset service providers came into effect on June 1, 2018, the Minister of Finance signed an order postponing the effective date until the earlier of the following: October 1, 2018, or the issue date of the Prohibition on Money Laundering Order that addresses financial asset service providers.

RGE Wins Tender for Operation of Knesset Channel

The Cable and Satellite Council awarded RGE Group with the tender to operate the Knesset Channel for the next 10 years. RGE is represented by Adv. Zohar Lande, Adv. Adi Shoham, Adv. Eyal Nachshon, and Adv. Omer Keydar of our firm's Litigation Department.

Categories: Administrative Law | Litigation

Financial Services Law Postponed

Adv. Anat Even-Chen gave several media interviews (in Hebrew) following the Knesset Finance Committee's decision to postpone the entry into force of the Financial Services Law. This law was supposed to regulate the trading of digital currencies for the first time.

Categories: Capital Markets | Financial Regulation

How to Protect Your Trade Secrets

Today, Barnea and Bird & Bird are hosting a seminar on the protection of trade secrets from the Israeli and European perspectives. We will discuss confidentiality and non-compete clauses in employment agreements.

Categories: Corporate | Employment

Israel Proposes Personal Stock Investment Accounts with Tax Perks

We were interviewed by Bloomberg BNA regarding a new bill, according to which anyone who sells his apartment is entitled to open a special investment account that will benefit from deferring payment of tax on capital gains.

Categories: Capital Markets | Financial Regulation | Real Estate

Barnea Represents Yad Hanna in Agreement to Lease and Construct Logistics Center for Diplomat

Our firm is representing Yad Hanna in a long-term lease agreement of 30 dunams in its industrial zone for the construction of Diplomat's new logistics center. The construction is valued at ILS 230 million.

Categories: Real Estate | Real Estate Transactions

Attending iFX Expo International Conference

We attended the iFX Expo International Conference and participated in the panel on regulation, discussing MIFID II, ESMA restrictions, and the blockchain and cryptocurrency revolution.

Categories: Blockchain | Capital Markets | Financial Regulation | Regulation

Anti-Spam Law to Be Expanded – Prohibition on Soliciting a Return Call

Recently, the Knesset approved a private bill that expands the scope of the “Spam Law.” The amendment is aimed at preventing the phenomenon whereby messages not necessarily commercial in nature are being sent to the general public, mainly through a robo-call system. 

Landmark Israeli Court Decision Halts Deal Between Two US Companies

An Israeli court has ordered to halt an investment deal in Arcturus Therapeutics, pending clarification of the lawsuit filed by Joseph Payne, the company's founder, regarding the cancellation of his dismissal as CEO. This decision was made despite the fact that the company operates in the United States with US management. Joseph Payne is represented by Adv. Micky Barnea, Adv. Zohar Lande, Adv. Omer Keydar, and Adv. Ron Shuhatovich.

Categories: Corporate | Derivative Actions | Litigation

Barnea & ACC Seminar: The Future of Compliance

We hosted, together with the Association of Corporate Counsel, a seminar on compliance and internal investigations. We discussed new regulatory challenges, while managing directors from Duff & Phelps addressed the changing compliance environment.

Categories: Capital Markets | Compliance | Corporate

District Court Orders Bank Hapoalim to Accept a Deposit of Proceeds from Sale of Digital Currencies into Client’s Account

This month, an Israeli district court deliberated a motion for an interlocutory order against Bank Hapoalim. The order would obligate the bank to accept the transfer into a customer's account of money that constituted proceeds from a sale of digital coins transacted outside of Israel.

Lecture on Economic Enforcement to IZUN – Jewish and Arab Influential Directors

We lectured today on economic enforcement at the IZUN - Jewish and Arab Influential Directors program, part of Jasmine, a nonprofit that promotes businesses owned by Jewish and Arab women.

Categories: Capital Markets | Compliance

Ethemba Capital Sells Control in Avgol to Indorama Ventures

Our firm is representing British private equity firm Ethemba Capital in its ILS 1.7 billion sale of control in Israeli company Avgol Nonwoven Industries Ltd. to Indorama Ventures Spain S.L., a chemical manufacturer whose shares are traded on the Thai stock exchange. 

Categories: Corporate | Mergers and Acquisitions

Check-Cap Ltd. Completes Public Offering on NASDAQ

Barnea represented the US underwriter H.C. Wainwright Co., LLC in the public offering issued by Check-Cap Ltd. via a prospectus on NASDAQ. Check-Cap Ltd. raised USD 20.2 million in gross proceeds, including in the exercise of an overallotment option, in shares and warrants. Check-Cap Ltd., an Israeli clinical-stage medical diagnostics company, is developing C-Scan®, a capsule-based system for preparation-free colorectal cancer screening.

Categories: Capital Markets | IPOs and Public Offerings

Barnea Represents ADM Capital in Investment in Rootility

Barnea represented ADM Capital, a UK-based investment fund, in an investment round in the Israeli plant-breeding startup Rootility.

Categories: Corporate | High Tech | Investments | Mergers and Acquisitions | Start Ups

Israel's Privacy Protection Regulations

Adv. Asaf Shalev was interviewed by Mamon, Yediot Ahronot's financial supplement, about the new privacy and information security regulation taking effect in Israel today. This regulation sets a new standard for the protection of personal information in databases.

Categories: Privacy Law | Regulation

IFF to Buy Israel's Frutarom

Our firm represented International Flavors & Fragrances Inc. (IFF) in its USD 7.1 billion acquisition of Frutarom, the Israeli flavors and ingredients maker.

Categories: Corporate | Mergers and Acquisitions

Precedent Set: ‘Business Judgment Rule’ Also Applies to a Board Resolution on Filing a Derivative Suit

The Israeli Supreme Court has set a precedent by ruling that the Business Judgment Rule should also be applied to a company’s board of directors when it is deciding whether or not to file a derivative suit.

Interview on ADR's Petition to the District Court (Economic Division)

We were interviewed by TheMarker following a petition we submitted on ADR's behalf to the District Court (Economic Division) over the Israel Securities Authority's decision requiring the company to publish a prospectus. ADR offers the public a unique investment channel: insurance policies of older American citizens.

Categories: Capital Markets | Compliance | Litigation

Hosting Taasiyeda Participants for Lecture on Startup Essentials

Our firm is hosting today the participants of Taasiyeda, an education program founded by the Manufacturers Association of Israel, for a seminar on founders' agreements, IP, and tax issues.

Categories: High Tech | Intellectual Property | Start Ups | Tax

Tel Aviv Stock Exchange Launches New Index: TA-Industrials

On March 23, 2018, the TASE board of directors approved the launch of a new index in conjunction with the Ministry of Economy and Industry.

Barnea Represents Greenyard Fresh in Acquisition of Mor International

Our firm represented Greenyard Fresh, a global market leader of fresh, frozen, and prepared fruits and vegetables, in the acquisition of 49% of Mor International.

Categories: Corporate | Mergers and Acquisitions

Cross-Border Enforcement: How US Enforcement Agencies Reach Israeli Institutions

Barnea and Nixon Peabody LLP hosted a roundtable discussion on the current enforcement environment, future trends, and strategies to succeed in the US while skirting legal and regulatory challenges.

Categories: Compliance | Regulation

April 2018 News Flash – Employment Law

New amendments to the Hours of Work and Rest Law regarding night work and the general permit to engage employees in overtime work.

Apple Israel CEO Questioned by the Consumer Protection Authority

Adv. Anat Even-Chen was interviewed by several local newspapers following the investigation of Apple Israel's CEO by the Consumer Protection and Fair Trade Authority. It is suspected that Apple Israel did not disclose material information to consumers about the slowdown in updated versions of its cellular phones.

Categories: Consumer Protection | High Tech

Law Reducing the Use of Cash

The Knesset recently approved the Law for the Reduction in the Use of Cash. This law imposes bans and restrictions on the making and receiving of payments using cash and checks at the sums therein prescribed.

Israel's Big Data Health Project

Adv. Daniel Lorber was interviewed by Digital Health Legal following an announcement on the launch of a big data health project in Israel.

Categories: High Tech

Barnea Represents Cellebrite in Sale of Mobilogy Division to US Fund

Our firm represented Cellebrite in the sale of the Mobilogy Division to the US ESW Capital Fund. The Mobilogy division, which operates as a separate brand, offers technological solutions for operators, retailers, and aftermarket that enhance the customer experience in-store and beyond.

Categories: Corporate | High Tech | Investments | Mergers and Acquisitions

Extension Order Shortens Work Week

The Israeli Minister of Labor, Haim Katz, has signed lately an extension order shortening the work week in Israel. According to the extension order, the work week will be shortened from 43 hours to 42 hours, without any reduction of pay.

Knesset Allows IPO Expenses to Be Deducted from Corporate Earnings

Recently, after initial approval by the Finance Committee, the Knesset has passed a temporary order to the Income Tax Law with regards to deduction of issue expenses. According to the law, the expenses related to issuing the shares of companies and partnership participation units on the Tel Aviv Stock Exchange (TASE) will now be recognized as expenses for tax purposes. 

Adv. Marie Tsion Offers Tips to Law Students Preparing for Internship Interviews

Adv. Marie Tsion, the head of our firm's Employment Department and the point person for interns, shares a few insights on how to have a successful interview.

Purchasing Apartments through TAMA 38 Projects

If you are interested in purchasing an apartment from a contractor through a TAMA 38 project, you should know that the process is completely different from purchasing a new apartment from a contractor or the purchase of a secondhand apartment.

Considering Dismissing an Employee? Five Rules of Thumb to Keep You from Running into Trouble

You have decided to dismiss an employee. Here are five rules of thumb for conducting a hearing proceeding. These are designed to help you through the process, as well as to minimize the risks of lawsuits and employee demands for monetary compensation on the basis of unlawful dismissal.

The Supreme Court: Digital Currency Companies Can Continue Operating Through Bank Accounts

The Israeli Supreme Court ruled in favor of Bits of Gold’s motion and issued a preliminary injunction that prohibits the bank from restricting activities relating to bitcoin trading in the company’s account.

How Regulators Impact the Fintech Industry

With experts in the fintech industry, we were interviewed by TheMarker on the various regulatory barriers thwarting fintech's growth in Israel.

Categories: FinTech | High Tech

2018: A Turning Point in the Virtual Currencies Market

An op-ed in Calcalist on the role of the regulator in the virtual currencies market and why 2018 will be a turning point.

Categories: Blockchain | Capital Markets | Financial Regulation

Crypto Predictions for 2018

2017 was a significant year for the blockchain industry in general and for cryptocurrencies in particular. 2018 is expected to be an equally interesting year for the cryptocurrencies industry, as new trends take shape and regulation becomes even more refined. Check out some of our digital currencies predictions for the year.

Supervision of Service Providers Engaging in Digital Currencies

While some uncertainty exists with regard to the regulatory regime that applies to public offerings of digital coins (ICOs), in the area of services related to digital currencies, regulations are expected to come into effect on June 1, 2018, within the scope of the Control of Financial Services Law.

Interview with Ynet News on Bezeq Investigation

We were interviewed by Ynet News about the recent developments in the investigation against Bezeq.

Categories: Compliance | Corporate

Failed Attempt by Owners of Tel Aviv Building’s Basement to Convert Office Space into Apartments

The Tel Aviv District Appeals Committee recently set aside a building permit granted by the city of Tel Aviv to the owner of office space in a building designated for demolition under TAMA 38 who sought to convert the space to residential use.

City of Givatayim to Freeze All Future TAMA 38 Projects in East Givatayim for Two Years

Givatayim intends to transform the city's east with a series of "Pinui-Binui" projects to be built along Ben-Gurion Street on the city lines between Givatayim and Ramat Gan. In order to advance the plan, the Tel Aviv District Committee for Planning and Construction approved Givatayim’s request to prohibit the issuance of permits for TAMA 38 in the same area for a period of two years.

February 2018 News Flash – Employment Law

New updates regarding safety violations in corporations and change in the retirement age for a person whose child has died.

Smart City – Israel's Innovative Technologies

The future is here and Israel’s innovative Smart City technologies are creating a pathway for the nation as well as the world. Central to this crucial development is a remarkable collaboration between the private sector and the government.

The National Committee for Planning and Construction for Areas Prioritized for Residences Approves Urban Renewal Plan

The National Committed decided, for the first time, to submit an urban renewal plan for the residential neighborhood of Kiryat Moshe in Rehovot.

Main Aspects of Plan for Tel Aviv 3rd Quarter Will Enable Construction of 8,000 New Apartments through TAMA 38

The Tel Aviv District Committee for Planning and Construction recently gave final approval for the Tel Aviv 3rd Quarter Plan, making possible the construction of 8,000 new residential units. The road to the plan's final approval, a plan prepared in accordance with section 23 of TAMA 38, was long and filled with obstacles.

Employers, Do You Have a Central Severance Pay Fund? You Should Read This

In 2017, the Israel Tax Authority published a circular addressing the use of accumulated balances in central severance pay funds, and many employers began liquidating these severance pay funds. It is important to note that the liquidation of a central severance pay fund also has implications on labor relations with your employees.

TheMarker Op-Ed: How to Enjoy Blockchain Innovation

Adv. Daniel Israeli, an associate in our Capital Markets Department, wrote an op-ed for TheMarker on the need to create an appropriate regulatory framework for the issuance of digital currencies.

Categories: Blockchain | Capital Markets | Financial Regulation

Featured in Israeli Blockchain Association Legal Survey

Our firm was featured in a legal survey conducted by the Israeli Blockchain Association on current trends in blockchain in Israel.

Categories: Blockchain | Capital Markets | Financial Regulation | Privacy Law

State Comptroller’s Report on the Financing of Political Parties

The State Comptroller, Judge Joseph Shapira (retired), published an audit report on the financing of political parties in relation to parliamentary parties in the 20th Knesset for the period from April 2015 until year-end 2016.

Seminar on Data Protection and Privacy for the Israeli Directors' Union

Our firm is hosting the Israeli Directors' Union for a seminar on data protection and privacy. We will discuss the new European privacy regulations (GDPR) and directors' exposure in the age of privacy.

Categories: Consumer Protection | Corporate | Privacy Law | Regulation

Legal Documents Every Startup Needs

Following its incorporation, every startup company needs a variety of essential legal documents in order to launch its vision and conduct its business. This includes: founders’ agreement, non-disclosure agreement, terms and conditions, employee stock option plan and business plan.

Developments in the Relations between Banks and Fintech Companies

The Tel Aviv District Court recently issued its ruling in a proceeding that has been underway for several months. The proceeding concerns a fintech company who filed a motion for an injunction that would prevent a bank from unilaterally modifying the terms and conditions for the fintech company’s bank account.

Pinui-Binui– The Full Legal Guide

The “Pinui-Binui” transaction is a common name for combination transactions, in which existing residential neighborhoods are vacated in favor of the reconstruction of a new neighborhood in the same complex. At the same time, existing tenants trade in their old apartments for new ones in a modern neighborhood with new and developed environmental infrastructure.

Lecture on Legal Issues in the Recruiting Process

Partners from our Employment Department are participating today in a training program held by the People Management Association. They will lecture on legal issues in the recruiting process.

Categories: Employment

French Culinary Brand Fauchon Brought to Court

Roni Lish, the minority shareholder in the franchise company of the French culinary brand Fauchon, is suing his partner in the franchise. Roni claims his partner acted to reduce the value of the company in order to control it and to remove him from the company. Roni Lish is represented by Adv. Zohar Lande and Adv. Gilli Cohen-Arazi of our firm's Litigation Department.

Categories: Commercial Litigation | Litigation

High Court of Justice Suspends Re-Examination of RGE's Proposal for Knesset Channel Tender

The High Court of Justice issued a temporary order that the Cable and Satellite Broadcasting Council should explain why it did not announce RGE as the winner of the tender for the operation of the Knesset Channel, following the disqualification of Channel 20's offer. RGE is represented by Adv. Zohar Lande, Adv. Ronen Reingold, Adv. Adi Shoham, and Adv. Itay Hatam of our firm's Litigation Department.

Categories: Administrative Law | Litigation

Sports Tech - When Sports Join Up with Technological Innovation

In recent years, tremendous progress has been made in introducing know-how and technology into sports – despite this being a conservative world concerned that the introduction of new powers might compromise the ethos of sportsmanship.

Article: Is the Israeli Regulators’ Approach to ICOs Ill-Advised?

An article in Financial Magnates discusses the Israel Securities Authority's approach to initial coin offerings (ICO) and cryptocurrencies and how this approach compares to other jurisdictions.

Categories: Capital Markets | Financial Regulation | Regulation

Telemarketing Restrictions

An interview following the Ministry of Economy and Industry's recently published draft bill placing restrictions on telemarketing.

Categories: Corporate | Regulation

Israel Securities Authority Blows Up the Bitcoin Bubble

Our firm gave several media interviews following the Israel Securities Authority Chairman's remarks that companies whose values are based on bitcoin will not be included in the Tel Aviv Stock Exchange's (TASE) indices until a suitable regulatory framework is established. We noted that it is important to distinguish between the inclusion of companies engaged in trading and investing in virtual currencies on TASE's indices and the possibility that such companies will actually be traded on TASE.

Categories: Capital Markets | Compliance | Financial Regulation | IPOs and Public Offerings | Regulation

Lawsuit Against Founder of Digital CoinDash

Our firm represented Guy Aharonovski in a lawsuit against his former partner in CoinDash, a platform for managing investments in cryptographic currencies. Aharonovski is claiming his former partner disqualified him from his share in the company, founded Queen-Dash behind his back, and issued tokens called CDT that enabled the use of the platform provided by the company.

Categories: Capital Markets | Litigation

Substantial Fee to Be Charged for Filing a Motion to Certify a Class Action

At the end of November 2017, the Constitution, Law and Justice Committee of the Knesset approved a revised draft bill to amend the Courts Regulations (Fees), whereby parties filing a motion to certify an action as a class action will be charged a court fee.

Barnea Represents EXO Technologies in Acquisition by Lear

We represented Israeli startup EXO Technologies, a developer of GPS technology for autonomous and connected vehicle applications, in its acquisition by the US corporation Lear.

Categories: Corporate | High Tech | Investments | Mergers and Acquisitions | Start Ups

Seminar on Data Protection and Privacy

Barnea is hosting another seminar today for startups and entrepreneurs on data protection and privacy. The seminar will also cover website accessibility requirements and feature a guest lecture by a representative of the Israeli Digital Organization.

Categories: Internet | Privacy Law | Start Ups

Important Real Estate-Related Legal Decisions in 2017

Adv. Ariel Nadler, head of our firm's Real Estate Department, was interviewed by TheMarker's real estate magazine on the cancellation of the Multiple Housing Taxation Law by the Supreme Court. Ariel commented that regulators will now have to provide a solution to those people who already sold their apartments in order to enjoy the tax benefit that was guaranteed. He also noted that the cancellation will affect apartment owners considering to sell.

 

Categories: Real Estate | Real Estate Taxation | Real Estate Taxation

Should a Nonprofit Be Allowed to Invest Funds in Financial Assets?

The investment of an NPO’s unappropriated funds—funds not immediately needed for its activities or to advance its objectives, in either the short or long term—is not regulated by the Non-Profit Organizations Law or the Income Tax Ordinance. Adv. Asaf Shalev discussed this issue in an article for Globes.

Categories: NPO

Electricity Authority Hearing: Competitive Proceeding for High-Voltage and Low-Voltage Solar Installations

In September 2017, the Electricity Authority published a Call for Bids for the purpose of determining the rate for electricity generation using photovoltaic (PV) technology at PV plants to be connected to the high-voltage and low-voltage grids.

Precedent Set regarding Class Actions against Dual-Listed Companies in Israel

In a precedent-setting ruling handed down recently in the Tel Aviv District Court a motion to certify an action as a class action, which was filed against Tower Semiconductor Ltd. and its officers, was dismissed in limine based on the rationale that US law applies to the company in relation to the matter of liability, since Tower is also listed for trading in the United States.

Israel's Successful Incubators and Accelerators Develop the Future

In its innovative journey, Israel has exhibited technological achievements and economic advancements that have proved it to be one of the strongest leaders in the entrepreneurial world. Through the aid of the Israel Innovation Authority or accelerator programs, Israeli startups are able to receive funding at very early stages of their venture, or a set of tools and insights that fast-track startups in terms of their management skills, business focus, and marketing capabilities.

Privacy in the Workplace - the Use of Cameras

At the end of October 2017, the Privacy Protection Authority published a guideline about the use of surveillance cameras in the workplace and within the framework of employment relations. This guideline does not come as a surprise, as a draft of it was already published last year for public comments.

Conference: Internal Investigations as an Essential Tool in Corporate Governance

We took part in a conference hosted by the Institute of Internal Auditors, where we addressed how internal investigations function as an essential tool in corporate governance.

Categories: Capital Markets | Compliance

Seminar with Israel Hedge Funds Association

Barnea hosted a seminar with the Israel Hedge Funds Association addressing the regulatory challenges when establishing and managing a hedge fund. As part of the seminar, a partner from Harneys discussed establishing offshore hedge funds in the Cayman Islands and the British Virgin Islands.

Categories: Capital Markets

Seminar with Tel Aviv Stock Exchange and Israel Builders Association

Barnea hosted, together with the Tel Aviv Stock Exchange and the Israel Builders Association, a seminar for real estate and infrastructure companies exploring a potential IPO. We discussed IPO from the perspective of a regulator.

Categories: Capital Markets | Infrastructure | IPOs and Public Offerings | Real Estate

Interview on London et Kirshenbaum about Bezeq Investigation

We were interviewed on the TV program London et Kirshenbaum about the investigation against Bezeq, where we noted that the Israel Securities Authority has invested considerable efforts in completing the investigation quickly because of the case's broad public implications (starting from 05:40).

Categories: Capital Markets | Compliance | Corporate

Offering Services of Securities Trading Systems

Recently a new Amendment to the Securities Law, concerning the restructuring of the stock exchange, came into effect.

EU Privacy – Which Jurisdiction Applies?

In an opinion issued to the European Court of Justice, the Advocate General of the Court stated that according to current legislation, any data protection authority in the European Union can take action against a breach of the privacy legislation enforced by that authority, even if the entity alleged to have contravened the legislation is located in another Member State.

 

Minimum Wage Update

On October 30, 2017, an amendment to the Minimum Wage Law was enacted after being approved during the second and third readings in the Knesset.

Central District Court Rejects Class Action Against Espresso Club

The Central District Court has rejected a 2015 application to certify a class action against Espresso Club over allegations that it misled customers about how they would be charged for a coffee capsule package. The court also ordered the applicant to pay all legal costs. Espresso Club was represented by Adv. Zohar Lande and Adv. Itay Hatam of our firm’s Litigation Department.

Categories: Class Actions | Commercial Litigation | Litigation

A Female Employee Notifies She Is Pregnant – A Few Important Facts!

Has one of your employees notified you that she is pregnant? Here are a few points you should know

Lecture: Employment Termination at the Human Resources Conference of the North

The head of our firm's Employment Department was invited to take part in the Human Resources Conference of the North. She will lecture on the proper procedure for dismissing employees.

Categories: Employment

Israel Securities Authority Defeated in Proceeding Against Portfolio Manager

The Administrative Enforcement Committee dismissed an administrative enforcement proceeding brought by the Israel Securities Authority against portfolio manager Ran Amitai over allegations that he used inside information relating to a deal involving biotechnology company Compugen. Our firm represented Ran Amitai and Cramim Capital Markets in the proceedings.

Categories: Capital Markets | Compliance | Financial Regulation | Regulation

District Court Rejects Scheduled Vote of Purchase Group United Sarona

The Tel Aviv District Court granted a motion by more than 50 members of the United Sarona purchase group to block a vote at a meeting scheduled for today. The members, represented by Adv. Zohar Lande, head of Barnea’s Litigation Department, argued that the process of convening the meeting was materially flawed, including a failure to provide sufficient information.

Categories: Commercial Litigation | Litigation | Real Estate

Your Employees Are Beginning to Unionize – What You Need To Know?

Many employers worry about the day they might discover their employees are organizing and joining a labor union. This concern is natural, since an employer used to running its business as it deems fit, and according to its business needs, is not interested in sharing the helm with its employees’ representation.

 

Revision of the Regulations Requiring Websites and Applications to be Accessible for People with Disabilities

The Knesset Labor, Welfare and Health Committee recently approved a comprehensive revision of Regulation 35 of the Accessibility to Online Services Regulations under the Equal Rights for People with Disabilities Regulations (Service Accessibility Adjustments), 2013.

Israeli Binary Options CEO Arrested in US on Suspicion of Electronic Fraud

The Israeli CEO of a binary options company has been arrested by federal investigators in the United States on suspicion of electronic fraud. We are representing the company in this matter. In an interview with TheMarker, we noted this is a relatively early stage in the legal process and that an indictment has not yet been filed.

Categories: Capital Markets | Compliance | Financial Regulation

Registration for an Application Is Tantamount to a Binding Contract

The New York Circuit Court of Appeals ruled recently that when a new user confirms the “terms of service” and “privacy policy” on an application’s registration screen, even without perusing the legal documents provided through these links, such approval suffices to raise the user’s legal engagement with the company to the standing of a binding contract.

ICO Whitepaper

ICO is the abbreviation of Initial Coin Offering, a term inspired by the capital market term IPO (Initial Public Offering). This is when a company recruits debt or capital by publishing a prospectus offering of its securities to the public for the first time. A prospectus is a profound legal and accounting document that furnishes information about the company, its management, its businesses, and its financial position. Once a company’s securities are held by the public, it becomes a public company.

How Does TAMA 38 Begin?

Dozens of TAMA 38 projects are never implemented for a variety of reasons. Here is a short overview of points to help you ensure your TAMA 38 project is put into practice.

Speaking at EY Anti-Fraud Forum

We participated in the EY Anti-Fraud Forum, where we discussed how workers can take an active role in self-regulation and compliance.

Categories: Compliance | Financial Regulation | Regulation

Ministry of Communications to Form a Tender Committee for the Allocation of a New Cellular Spectrum

The Ministry of Communications has appointed a tender committee to formulate and draw up a tender for the allocation of a spectrum for the provision of advanced cellular services.

Adv. Marie Tsion Addresses Various Legal Issues Involving Job Acceptance

Adv. Marie Tsion, head of the firm's Employment Department, will lecture today at the Human Resources Forum of the North on legal issues related to job acceptance: evaluation centers, refusals, and the law for the prevention of discrimination.

Categories: Employment

Who Owns Employee-Created Inventions: the Employer or the Employee?

We were interviewed by TheMarker on who owns the Facebook page of a popular TV program—the host or the network—and asserted that all intellectual property created by a worker in the framework of the workplace belongs to the employer.

Categories: Employment | Intellectual Property | Litigation

Government Approves National Policy for Safe Identification

Israel's government recently set forth a decision approving the key points of a national “safe identification” policy. The purpose of this policy is to define how a person’s identity is to be verified when receiving government services in a digital mode, in order to improve the services being provided to residents, and to simplify the access to these services.

September 2017 News Flash – Employment Law

Several new updates regarding lifting the corporate veil, calculating severance pay for hourly employees and issuing electronic pay slips.

Consumer Protection Law Prescribes a General Arrangement for Canceling Transactions

An amendment to the Consumer Protection Law was enacted recently, regulating the ways by which consumers can cancel transactions and imposing obligations on businesses to disclose to consumers how they can cancel transactions.

TheMarker Op-Ed: Regulation of Digital Coins

An op-ed in The Marker on the regulation of digital currencies asserts that there will be no choice but to build a unique regulatory model that matches the characteristics of these new financial instruments.

Categories: Capital Markets | Financial Regulation | Regulation

Fair Lending Law Finally Approved

The Knesset recently approved Amendment No. 5 to the Regulation of Nonbank Loans Law, which is now called the Fair Lending Law. This comes after years of deliberations and in the long wake of recommendations submitted in 2013 to increase competition in the banking system.

Walla! Interview on Investigation into Former Bank Leumi Officials

We were interviewed by Walla! about a criminal investigation into former Bank Leumi officials in connection with a US tax fraud scandal. We noted that we expect US investigators to work closely with their Israeli counterparts through the Ministry of Justice’s international legal assistance framework.

Categories: Capital Markets | Compliance | International Taxation | Tax

Israeli Innovation in Bolstering the Water Supply

One of the great ironies of life on earth is that, on a planet that is approximately 75 percent covered in water, the demand for safe drinking water is higher than the supply. Fresh water makes up only about 2.5% of the total water supply, and for a continuously growing population, this creates some limits. Fortunately, technological innovations are creating solutions for a world that needs more water, and Israel is leading the way.

Risks in Boards of Directors’ Work

“How did the board approve this?” Headlines like this pop up each time it is announced the Israel Securities Authority is investigating a public company’s transactions with its controlling shareholder, such as the latest allegations of deals between Bezeq and its controlling shareholder. But the real question that should be asked is, “Was the board given the right tools to perform its work?”

TheMarker Interview: SEC Allegations Against Mobileye Founders

The US Securities and Exchange Commission (SEC) recently filed a lawsuit in a US court against an Israeli citizen and an American citizen for the use of insider information to acquire shares and options at Mobileye. The lawsuit alleges that Mobileye's founders supplied information about the huge deal being forged between it and Intel. Our firm was interviewed by TheMarker about the lawsuit, and we noted the differences between the enforcement process in Israel and the US and the relationship between civil enforcement by the SEC and criminal enforcement by federal prosecution.

Categories: Capital Markets | Compliance | Corporate | Financial Regulation

HR Challenges for Startups

Lawyers from our Employment Department will deliver a lecture today to entrepreneurs participating in the advanced stages of StarTAU’s entrepreneurship program. The lecture will focus on employee recruitment and the challenges of hiring human resources professionals at startups.

Categories: Employment | Start Ups

Monetary Authority of Singapore to Begin Regulating the Issuance of Virtual Currencies

Adv. Daniel Israeli was interviewed by TheMarker after the Monetary Authority of Singapore (MAS) announced it would begin regulating the issuance of virtual currencies (ICO). Daniel noted that Singapore has developed into a destination of sorts for ICOs, and thus the MAS' decision will certainly change the rules of the game.

Categories: Capital Markets | Financial Regulation | Internet | Regulation

Supreme Court Precedent – Companies Have the Right to Independent Standing during a Derivative Suit

A significant precedent was handed down recently by the Israeli Supreme Court, whereby a company’s separate and independent standing must be recognized, even after a motion for a derivative suit has been approved.

New Lending Platform Regulations

Recently, the Knesset approved an amendment to the Supervision of Financial Services Law, which regulates the activities of online lending platforms that broker between people and businesses under a peer-to-peer (P2P) model.

Knesset Approves Elimination of Fees Imposed on Databases

In early July 2017, the Knesset's Constitution, Law and Justice Committee approved the elimination of the compulsory registration fees and periodic fees paid by database owners.

Can a Deceased Person's Lawsuit Automatically Terminate?

We were interviewed on a financial radio program about what happens to a lawsuit when the plaintiff dies. We explained that the proceedings can continue through the heirs or the estate administrator, who step into the deceased’s shoes (at 9:40).

Categories: Litigation

Israel’s Sale Law Commissioner Clarifies that Urban Renewal Transactions Must Comply with Provisions of Sale Law

On July 24, 2017, the Sale Law Commissioner in the Israeli Ministry of Construction and Housing published two clarifications concerning the Sale Law and urban renewal projects.

Article: Adoption of Business Judgment Rule

This article examines the Israeli Supreme Court’s ruling in the Bezeq case, issued in late December 2016, which extended the protection of the business judgment rule to decisions by boards of directors. It considers whether the ruling achieved one of its principal objectives: legal certainty.

Categories: Corporate | Regulation

High Court Issues Interim Order on Channel 20’s Winning Bid for Knesset Channel

RGE, represented by Adv. Zohar Lande, Adv. Ronen Reingold, and Adv. Adi Shoham, petitioned the High Court of Justice to challenge the results of the tender to operate the new Knesset Channel. RGE sought an interim order preventing an agreement with Channel 20, the winning bidder. At today’s hearing, the court granted the interim order, putting the tender results on hold.

Categories: Commercial Litigation | Litigation

Motion for Class Action Certification Against College of Management

Our firm is representing a former teaching assistant at the College of Management’s School of Business Administration in an application filed with the Labor Court to certify a class action.

Categories: Litigation

New ILITA Guidelines Prescribes Criteria for Obtaining Consent to Provide Direct-Mail Services

Recently, ILITA (the Israel Law, Information and Technology Authority) published new guidelines addressing the interpretation and implementation of provisions of the Protection of Privacy Law relating to direct mail and direct-mail services.

Must-Know Labor Laws for Israeli Teens

An article in TheMarker explores youth employment during summer vacation.

Categories: Employment

Israel's New Opportunity in Renewable Energy

Israel has for years led the world in technology and entrepreneurial growth and development. After building in a number of key tech areas like cyber security and biotech, the nation has turned its sights on bolstering capabilities in renewable energy. Recently, the Israeli government announced a new initiative focused on pushing development of renewable energy into the 21st century. This creates a prime opportunity, for Israel’s energy companies and for investors looking to become part of this growth in the years ahead.

Barnea Represents Avgol in Sale of Its Rights in the Barkan Plant

Barnea represented Avgol in the sale of its rights in the Barkan plant for ILS 52.5 million. Avgol is in the process of transfering its production center in Israel to Dimona.

Categories: Capital Markets | Corporate | Mergers and Acquisitions | Real Estate | Real Estate Transactions

Adv. Asaf Shalev Lectures at StarTAU Entrepreneurship Course

Adv. Asaf Shalev will lecture today on founders' agreements and IP at the Entrepreneurship Course of StarTAU, Tel Aviv University Entrepreneurship Center.

Categories: Intellectual Property | Start Ups

Updates and Reliefs to the Rules about Industrial Wastewater

New rules came into effect recently that constitute an amendment and update of the principal rules addressing industrial wastewater flowing from factories into the sewer system.

China Increased Tech Investments in Israel

Within a nation exceeding 8.5 million people, Israel is a world leader in technology and innovation, consistently producing an impressive number of tech startups. From drone technology and ride sharing applications, to unique online shopping platforms and breakthrough technologies in the field of life science, Israel’s tech companies cover a myriad of fields. It therefore comes as no surprise that Chinese investors are eager to delve into the countless possibilities, which stem from the advancement of Israeli tech companies.

BEE Program Demo Day

Adv. Daniel Lorber will serve today as a judge at the demo day of the BEE program, part of the Tel Aviv University entrepreneurship center.

Categories: High Tech

Interview with Financial Radio Program on Bezeq Investigation

We were interviewed on a Public Broadcasting Corporation financial radio program about the Bezeq investigation, where we provided an explanation of the Israel Securities Authority process (from 12.06).

Categories: Capital Markets | Compliance | Corporate | Financial Regulation

New Court Decision on Transfer Pricing Taxation

New court decision on transfer pricing taxation may shift structuring of M&A transactions from shares to assets.

Interview on Radio Program "Where Is the Money"

We were interviewed on "Where Is the Money," a program on the 103FM radio station, following the investigation launched by the Israel Securities Authority against Bezeq, its controlling shareholder Shaul Elovitch, and senior officers on suspicion of offenses under the Securities Law. We explained the meaning of related-party transactions in a company (from 11.38).

Categories: Capital Markets | Compliance

Interview with Channel 2 News

We were interviewed on a daily Channel 2 News program focusing on economic and consumer matters following the investigation opened by the Israel Securities Authority against Bezeq. During the interview, we explained the ISA's allegations and its reason for initiating the investigation.

Categories: Capital Markets | Compliance

Precedent Ruling: a Bank May Refuse to Provide Service to a Company Engaging in Virtual Currencies

Precedent set by the Tel-Aviv District Court rules that a bank may refuse to provide service to a company engaging in virtual currencies.

Barnea Represents Africa Israel Europe in Commercial and Residential Project in Serbia

Barnea is representing Africa Israel Europe in the establishment of a new commercial and residential project in Serbia called "Skyline Belgrade" at an estimated cost of EUR 200 million.

Categories: Infrastructure Project Finance | Real Estate

Adv. Ronit Ofir Appointed as Tel Aviv Magistrate's Court Judge

Adv. Ronit Ofir, a partner in the Litigation Department, was appointed as a judge to the Tel Aviv Magistrate's Court. Ronit joined our firm in 2010 and has extensive experience representing both Israeli and international companies in complex litigation cases before the District Court and Supreme Court, as well as in arbitration proceedings.

Categories: Litigation

Barnea Represents Zeev Rom

The Haifa District Court ruled that Gad Zeevi would have to pay businessman Zeev Rom USD 1.5 million in brokerage fees in respect of a deal in which Zeevi acquired 20% of Bezeq in 2000. Adv. Zohar Lande and Adv. Moran Bickel from the Litigation Department represented Zeev Rom.

Categories: Commercial Litigation | Litigation

Why the World of Mergers and Acquisitions is Changing in The Big Data Era

Adv. Karin Kashi publishes an article in "People and Computers" about the changes that startups need to make in relation to their privacy aspects and the expected impact on merger and acquisition deals.

Categories: Privacy Law | Start Ups

Espresso Club Appeals Increase to Court Expenses

Following the dismissal of Nespresso and Nestlé’s copyright infringement case against Espresso Club, Espresso Club, represented by our firm, appealed the District Court’s costs award, arguing that it was unreasonably low in relation to the costs actually incurred.

Categories: Derivative Actions | Litigation

Class Action Against Israeli Company Offering Securities Abroad – Not in Israel

It is not uncommon for Israeli incorporated companies to seek investments abroad. In many cases, such investments are done through public offerings on international stock exchanges. Securities issued by Israeli companies are traded on the NASDAQ, the London Stock Exchange and a variety of other exchanges, including Australia. These situations, which make perfect sense from a business perspective, give rise to interesting and sometimes quite complex legal issues.

IFX Expo Cyprus 2017 – Regulatory Panel

We are participating today in a regulatory panel held as part of the IFX Expo Cyprus 2017. The panel will discuss recent decisions taken by key regulators, consider their implications, and seek to predict what the future may hold for the industry.

Categories: Capital Markets

Insolvency in a Nutshell

Insolvency proceedings are an integral part of business-commercial activities, in circumstances whereby a person or corporation might need to institute proceedings to rehabilitate its business activities or even to liquidate the company.

The Israel Innovation Authority Issues New Directives regarding Royalty Payments and Know-How Transfers

The Israel Innovation Authority (IIA) announced last week that it issued new directives regarding royalty payments and know-how transfer. These are the first significant directives to be issued by the IIA since it was established in January 2016 and the activities of the Chief Scientist were transferred to it.

The Court Orders Controlling Shareholders to Stop Payment of Executive Remuneration

There have been cases where bonuses have been paid by a controlling shareholder of a public company out of his own pocket to officers as remuneration for their work in the company. This raises the question as to whether a controlling shareholder is allowed to personally guarantee additional remuneration to officers of the company that is inconsistent with the company’s remuneration policy.

Adv. Marie Tsion Participates in Human Resources Forum Half Year Event

Adv. Marie Tsion, head of the Employment Department, will participate today in the Human Resources Forum Half Year Event and discuss protection of employee privacy in the workplace.

Categories: Employment

Protecting Your Start-Up with Company Registration in Israel

Israel has long been acknowledged and admired for its vibrant start-up culture, fostered through government investment and pro-business policies. Further, the national focus on business development provides a regulatory structure that protects business owners from creditors and ensures proper structure for the public – incorporation. To take advantage of the corporate structure, you need to ensure that you follow the proper registration process, and select the right corporate vehicle to fit your emerging business model.

Tel Aviv University Innovation Conference

Barnea is participating in the Tel Aviv University Innovation Conference for the second year. Adv. Micky Barnea will deliver a lecture on the legal challenges facing late-stage startups and serve as a judge in the competition final alongside mentors from Shazam, Prezi, Capsula, Strauss Group, and IAI. Adv. Yuval Lazi and Adv. Ariella Dreyfuss will judge the startup competition in the fintech, gaming, and IoT categories. Yuval will also participate in a panel discussion on startup funding alongside a representative of the Office of the Chief Scientist, the CEO of TAU Ventures, and the CEO of Cockpit, El Al’s startup support program.

Categories: FinTech | Gaming | High Tech | Start Ups

SEC Charges Two Israeli Residents with Insider Trading

We published an op-ed on the US Securities and Exchange Commission's (SEC) decision to file a civil action in a federal court against two Israeli residents who traded in Mobileye stock and options before and after the announcement of its merger with Intel Corp. We noted that the SEC's case against the two Israelis, on suspicion of insider trading, is largely circumstantial.

Categories: Capital Markets | Compliance

New Amendment to the Sales Law - A Developer May Not Deposit a Value Added Tax (VAT) Guarantee

The Knesset passed a new amendment (Amendment 9) to the Sales Law (Apartments), whereby developers who build apartments for sale are permitted not to deposit sureties for the VAT component of the transaction, thus decreasing the sum deposited by them.

A New Amendment Eliminates the Need for Small Companies to Report Quarterly

An amendment to the Securities Regulations (Periodic and Immediate Reports) was promulgated in March 2017, whereby small reporting corporations shall be able to publish their financial statements on a bi-annual basis, provided that they have not issued bonds that are being held by the public. In this regard, a “small corporation” is defined in the said regulations.

Barnea Lectures at Azrieli College of Engineering Startup Accelerator

Our firm lectured today on employment aspects for startups at the AtoBe – Azrieli College of Engineering Startup Accelerator.

Categories: Employment | Start Ups

Barnea Represents Avgol in Issuance of New Series of Bonds

Barnea represented Avgol Industries 1953 Ltd. in the issuance of a new bond series totaling ILS 197 million. Avgol is one of the world’s largest manufacturers of nonwoven fabrics for the hygiene market, and its securities are included in leading indices on the Tel Aviv Stock Exchange.

Categories: Banking & Finance | Capital Markets | Corporate Finance | Financing | Mergers and Acquisitions

Overcoming Common Recruitment Challenges When Entering a New Market

Barnea, together with Nisha Global, will host today a seminar on how to overcome common recruitment challenges when branching out globally to foreign markets. Adv. Marie Tsion,  a partner and head of the Employment Department, will lecture on the legal aspects of a company's activity abroad.

Categories: Employment

Hong Kong Stock Exchange Formally Approves Israel as Acceptable Jurisdiction

We were interviewed by The Marker following the Hong Kong Stock Exchange's (HKSE) approval of Israel as an "acceptable jurisdiction." We noted that the HKSE’s approval is currently limited to Israeli public companies already listed on a foreign exchange and Israeli private companies seeking to list on the HKSE, and that it may also result in cost savings for such companies.

Categories: Capital Markets | IPOs and Public Offerings

New Data Security Regulations Contain New Requirements for Database Administrators

The Constitution, Law and Justice Committee recently approved the Privacy Protection Regulations (Data Security), 5767-2017, which enacts new and comprehensive norms for entities that manage or hold databases regarding data security procedures. In practice, these regulations affect many entities in the Israeli marketplace, from small businesses managing client information databases to large corporations.

Barnea Represents Viola Private Equity in Investment in Similar Web

Barnea represented Viola Private Equity in a USD 50 million investment in Similar Web, a leading digital market intelligence platform that provides insights for websites and applications.

Categories: Corporate | Corporate Finance | Privacy Law | Start Ups

Medigus Ltd. Completes Nasdaq IPO

Barnea represented a group of US underwriters, led by H.C. Wainwright, LLC, in the process of submitting Medigus Ltd.'s prospectus for the Nasdaq listing. Medigus raised USD 7.5 million and will be traded on Nasdaq in parallel with its listing on the Tel Aviv Stock Exchange. Medigus Ltd is an Israel-based company active in the medical sector. It specializes in developing endoscopic procedures and devices.

Categories: Capital Markets | IPOs and Public Offerings

Israeli Leadership and Growth in Smart Mobility

Technological solutions are developing every day, world-wide. In Israel, the transportation sector provides impressive examples of innovation at work. Urban growth naturally reaches a saturation point, at which people either need to move or commute farther each day, creating higher costs and greater safety concerns. Smart mobility consists of the movement to make transportation easier, safer, more environmentally friendly, and more efficient. And Israel has taken a leadership position in developing companies and technologies that help make it possible.

Israel Bar Association Training Course for Directors

We lectured today on the Israel Securities Authority as part of the Israel Bar Association's training course for directors.

Categories: Capital Markets | Compliance

TAMA 38 – The Complete Guide

The Israeli government resolved to approve and implement a national outline plan, known as TAMA 38, to reinforce buildings from the risk of earthquakes. To which buildings does the plan apply and what should one know before signing a contractual agreement with the contractor?

New Labor Court Ruling on The Subject of Age Discrimination

The subject of discrimination in the labor market in general, and the subject of ageism in particular, has lately become a hot topic in the public discourse. A recent ruling handed down by the Regional Labor Court in Tel-Aviv in the Bat Sheva Simchi vs. Maabarot Products Ltd. case addressed the issue of age discrimination.

Auditing of Board Resolutions

A significant precedent was handed down recently by the Israeli Supreme Court on the subject of the judicial audit that should be performed in relation to companies’ business resolutions.

The judgment officially adopts the Business Judgment Rule prescribed in Israeli law with regard to the auditing standard that should be applied to board resolutions. The judgment further prescribes that it is also warranted to adopt the Enhanced Scrutiny Rule under circumstances when the Business Judgment Rule does not provide an adequate solution. The judgment also engages in subjects not yet addressed by the court, including issues pertaining to dividend distributions, leveraged buyouts, officers’ duties in a company and the relation between them.

Carve-out Plans for Company Employees

One of the common remuneration mechanisms in startups and technology companies is the granting of options to employees in addition to or, sometimes, in lieu of, the traditional remuneration component – the cash salary.

The Right to Review Digital Database

Within the scope of a new directive published recently by the database registrar at the Israeli Law, Information and Technology Authority, entities, such as service-providers, that retain recordings of telephone conversations or chat correspondence with their customers will be forced to enable their customers (the subjects of the information) to also access information of this type. This according to the right of access prescribed in the Privacy Protection Law and the regulations instituted by virtue thereof.

ISA Proposes Prohibiting the Management and Operation of Binary Options Trading Platforms Outside Israel

An op-ed in Financial Magnates following a new proposed bill to prohibit the management and operation of binary options trading platforms outside of Israel, even if regulated elsewhere.

Categories: Capital Markets | Compliance

Analysis: Israel’s Binary Options Ban Disrespects Foreign Regulators

Anyone who followed the financial press in Israel In the recent months would have realized that the Israel Securities Authority is on the war path against the binary option industry in Israel, and has every intention of closing it down. According to the Chairman of the ISA, Prof. Shmuel Houser, binary options are very similar to gambling, and often may involve fraudulent business practices intended to deceive the unaware investing public. 

Nespresso Loses Suit Filed Against Espresso Club

The Tel Aviv District Court dismissed a lawsuit brought by Nespresso and global food company Nestlé against Israeli company Espresso Club. Nespresso alleged that Espresso Club’s advertisement featuring a George Clooney look-alike infringed its intellectual property rights and constituted unfair competition. The court rejected Nespresso’s claims and ordered it to pay Espresso Club ILS 110,070 in legal costs. Espresso Club was represented by Adv. Zohar Lande, Adv. Itay Hatam, and Adv. Gili Cohen-Arazi.

Categories: Commercial Litigation | Intellectual Property | Litigation

Judicial Oversight of Board Decisions – Beyond the Business Judgement Rule?

Adv. Zohar Lande and Adv. Gilli Cohen-Arazi published an article for Chambers and Partners examining recent trends in Israeli case law that may signal a shift in the courts’ approach to judicial intervention in corporate boards’ business decisions.

Categories: Derivative Actions | Litigation

Globes Interview on Bribery Case Involving Israeli Businessmen

We were interviewed by Globes following the exposure of bribery cases involving Israeli businessmen. We noted that Israel's prohibition on bribing a foreign public official is relatively new, whereas similar legislation was enacted in the United States as early as 1977, and that the US has encouraged other countries to adopt corresponding laws.

Categories: Compliance

Class action against Directors

The Tel Aviv District Court approved an action as a class action filed by the minority shareholders of Delek Energy Systems Ltd. against its controlling shareholder and officers of the company.

Innovation Cocktail Event Hosted with Israel-South Africa Chamber of Commerce

Barnea, together with the Israel-South Africa Chamber of Commerce, is hosting today a cocktail event to promote networking between South African businessmen living in Israel and Israeli businessmen.

Categories: Private Clients

Does the US Visa Boom Herald New Opportunities for Law Firms?

Adv. Marie Tsion, the head of our Employment Department, was interviewed by The Lawyer regarding the effect of the E-2 visa program on the legal market. Marie commented that the E-2 investor visas will allow US companies, entrepreneurs, and employees to start business activities in Israel more easily. This visa is likely to increase the number of US companies establishing activities in Israel.

Categories: Corporate | Employment

Doing Business in Israel – Practical Law

Doing business in Israel? A Q&A guide to doing business in Israel written by Barnea was published by Practical Law. The guide provides an overview of the legal system, foreign investment, regulation, and other issues pertaining to Israel.

Categories: Antitrust and Competition | Corporate | E-commerce | Employment | High Tech | Intellectual Property | Tax

Eliezer Fishman Is Not Alone: Every Year 19 Thousand Israelis Declared Bankrupt

Our Litigation Department was interviewed by Maariv's "The Weekend" following Eliezer Fishman's declaration of bankruptcy. We noted there are ways to prevent the loss of all family assets, even in the event of bankruptcy, and to avoid involving the family assets with business assets.

 

Categories: Insolvency and Debt Arrangements

Loans Guaranteed by the State for Social NPO’s (With No Personal Guarantee)

For the first time, social NPO’s can enjoy attractive, convenient loan terms guaranteed by the State for funding an investment or working capital in the NPO, and without providing a personal guarantee.

Panel Discussion on Administrative Enforcement in Echad Haa'm

We participated in a panel discussion on administrative enforcement published in Haaretz's "Echad Haa'm," the magazine of the Public Companies Association. The panel addressed the implications of administrative enforcement for the market, as well as its impact on corporate governance standards and company conduct (pp. 16-21).

Categories: Capital Markets

US Federal Trade Commission Investigating Allergan’s Generics Business

We interviewed by Globes after the Federal Trade Commission launched an investigation into a company affiliated with Teva. 

Categories: Capital Markets | Compliance

Draft Legislation Permitting Corporations to Obtain Loans Through Crowdfunding

Last week, the Israel Securities Authority published draft legislation for public comments that will permit corporations to obtain loans through crowdfunding with an exemption from the prospectus requirement.

Important Information about New Tax on Owners of Multiple Apartments

The new law prescribes that, as of January 1, 2017, every taxpayer must pay tax annually (January through December) for every residential apartment that he owns in excess of two apartments, at the sum defined pursuant to the provisions of the law. The taxpayer will be allowed to choose which of his apartments he deems to be his first two apartments, and which shall be taxable under this law.

Privacy and Data Protection Law

On January 17, Barnea and the ACC will co-host an event on privacy and data protection law in the workplace. We will discuss employee privacy under Israeli law.

Categories: Employment | Privacy Law

Do NDAs Really Protect Startups?

Investors in startup companies need to learn as much about those companies as possible to make an informed decision. You do not want to go in blind before you put money into a startup a company. Still, the company in which you seek to invest needs to protect its confidential and proprietary information; otherwise, it stands to lose the benefit of introducing an innovative solution to the market.

Globes Op-Ed: Restoration of Funds for Victims of Stock Manipulation

In an op-ed published in Globes, we discussed the restoration of funds for victims of stock manipulation, focusing on the question of whether the state is obligated to repay a portion of the fine directly to the victims through a distribution mechanism.

Categories: Capital Markets

Innovations in the Israeli Partnerships Legislation

In order to improve the Israeli partnership market and in order to bridge the wide gap that exists between partnership laws in Israel and the partnership laws in other countries, in December 2016, the Ministry of Justice published a draft Memorandum of Law – Partnerships.

Barnea Represents Belectric Israel in Negotiations for EPC and O&M Agreements for Ashalim PV

Our Infrastructure Department represented Belectric Israel, which was selected to construct and operate a new 30Mwp PV solar power plant in Ashalim. Belectric Israel is an affiliate of Belectric GmbH from Germany, engaging in the development and promotion of photovoltaic (PV) solar systems worldwide.

Categories: Energy | Infrastructure

Annual Dun's 100-Globes Capital Markets Forum

We took part in the annual Dun's 100-Globes Capital Markets Forum, along with industry executives, the banking sector, leading investment houses, and insurance groups.

Categories: Capital Markets

2016 Overview of Israel's Third Sector Regulation and 2017 Trends

2016 was characterized mainly by the completion of a number of processes and initiatives promoted in recent years, mainly relating to tax issues and the recognition of non-profit organizations as public institutions entitled to tax benefits for donations received.

Charges Against Generic Drug Companies for Price Fixing

We were interviewed by Globes following lawsuits filed in the United States accusing generic drug companies, including Teva Pharmaceutical Industries, of price fixing. We commented that Teva is exposed both to a criminal charges and civil proceedings, and may ultimately be required to reach a settlement in both matters. 

Categories: Capital Markets | Compliance

New Financial Services Law Establishes Mandatory Licensing Requirement for Financial Service-Providers

The Law establishes a mandatory licensing requirement for financial service-providers – credit providers or providers of financial asset services. One of the main innovations in this Law is that Financial Services Providers will be subject, for the first time, to supervision by a new financial regulator. 

First Conviction Pursuant to Israeli "FCPA" – Following the Footsteps of the US

On December 2016 for the first time in Israel, an Israeli company was convinced for bribing a foreign public official. This is especially interesting due to the fact that this is also the first time the general prosecution in Israel based an indictment on Section 291A of the Israeli Penal Law, that was enacted in 2008, in the course of Israel's efforts to join the OECD as a member country.

Create Effective Website Terms and Conditions

Your website exists to help your clients and customers find and interact with you. You may include e-commerce capabilities, or you may primarily seek to inform people about your company and your products and services. Whatever your goals are, though, you must be on guard; people naturally seek to rely on what they see online. This can be a good thing, but you need to create parameters around what they can and cannot rely on your site to do.

Financial Catch of Mechir Lemishtaken Affordable Housing Program

Adv. Ariel Nadler, a partner and head of our Real Estate Department, was interviewed by Bizportal following the cancellation of Mechir Lemishtaken winners’ eligibility due to financing difficulties. Ariel explained that, when payments are secured by a bank guarantee, the payment schedule may allow buyers to pay 20% of the apartment’s purchase price upfront and the remaining 80% once the occupancy permit (Tofes 4) is issued. He recommends deferring as much of the purchase price as possible to the final payment.

Categories: Real Estate

Roundtable on Employment of Arab Interns and Lawyers

Adv. Micky Barnea will participate in a roundtable discussion with other leading law firms on the employment of Arab interns and lawyers. The meeting was initiated by deans from universities' faculties of law.

Categories: Employment

Update on Employee Rights – Minimum Wage, Annual Paid Leave, Pension

Three updates to employee rights (Minimum Wage – Annual Paid Leave – Pension) came into effect on July 2016. The following is important news about the next update to employee rights, which is expected to come into effect on 1.1.2017.

Nochi Dankner, Former Chairman of IDB Group, Sentenced to Two Years

We were interviewed by several Israeli newspapers after Nochi Dankner was sentenced to two years' imprisonment following his conviction for stock manipulation. We noted that, unlike the verdict, which created the impression that Dankner would receive a harsher punishment, it appears that the District Court sought to impose a relatively lenient sentence that would nevertheless not prompt the prosecution to appeal.

Categories: Capital Markets | Compliance

Israel’s First Open Call for Bids for Offshore Oil and Natural Gas Explorations

November 2016 marked the first time that the Ministry of Infrastructures and Energy invited an open international call for bids for 24 licenses to 24 blocks (each not exceeding 400 km2) in Israel’s economic waters at a distance of at least 7 kilometers from the shore.

The Israeli Public Utilities – Electricity Authority to Hold a Hearing Regarding New Quotas for Photovoltaic Power Plants

In October 2016, the Electricity Authority published a draft resolution to hold a hearing regarding the arrangement of a competitive proceeding to set the tariff payable for electricity generation using photovoltaic technology.

Crowdfunding: Funding Companies in the Startup Nation

For many small businesses around the world, crowdfunding – the pooling of usually small investments from a large group of investors – facilitates the ability to start a business without large institutional investments in the company. The portfolio of crowdfunding investors is diverse and is comprised of a broad array of ROIs (returns on investment). Investors may be donating to a specific cause, seeking repayment with interest or claiming equity in the company.

Regulation of Crowdfunding in the UK, US, and Israel: Comparative Review

We published a comparative review in Butterworths Journal of International Banking and Financial Law on the regulation of crowdfunding. The article examines how three jurisdictions—the United Kingdom, the United States, and Israel—have addressed the regulatory aspects of the equity crowdfunding sector, and compares the different approaches adopted by their regulators.

Categories: Capital Markets | Compliance

Less Remuneration, More Responsibility

The issue of officers’ responsibility in general, and of directors in particular, is one of the key issues addressed in companies and securities laws in Israel. The subject has been deliberated, analyzed and gradually expanded over the years and, without doubt, onerous and extensive responsibility is imposed on directors in the current legal environment. 

Barnea Represents D.G.I Media Ltd. in Administrative Enforcement Settlement with Israel Securities Authority

We represented D.G.I Media Ltd. in a precedent-setting administrative enforcement settlement with the Israel Securities Authority concerning forex trading.

Categories: Capital Markets

Barnea Represents iTrader

Barnea represents iTrader, an online forex trading company under investigation by the Israel Securities Authority (ISA). Adv. Zohar Lande and Adv. Moran Bickel of our Litigation Department told TheMarker that they hope the investigation will conclude soon. The investigation concerns the company’s activities during the period in which it was authorized to operate as a trading platform.

Categories: Litigation

Voluntary Retirement Program

Following reports on voluntary retirement programs at Israel’s largest banks, the head of our Employment Department was interviewed by Globes. She explained that a successful program enables an employer to offer retirement to selected employees without disrupting the organization’s operations, which often depend on the knowledge and experience of long-serving staff.

Categories: Employment

Barnea Represents Hadad Brothers

Our firm represented Hadad Brothers in a claim brought by a service provider who operated an independent business. After 17 years of engagement, the provider sought recognition as an employee and claimed ILS 1.5 million in employment-related benefits. This week, following two and a half years of legal proceedings, the court dismissed the claim in its entirety.

Categories: Labor Law Litigation

Seminar for Students From IDC Legal Clinic for Startups

Today, Barnea is hosting a seminar for students from the IDC Legal Clinic for Startups, covering founders’ agreements, employment law, taxation, privacy policies, entrepreneurship and more. This collaboration is part of the firm’s pro bono activities.

Categories: High Tech

Does Granting Foreign Companies Permits to Perform Construction Work in Israel Create Healthy Competition or Hurt Small Construction Companies?

Adv. Ariel Nadler, a partner and head of our Real Estate Department, told Ynet that opening the market to foreign companies is a positive step. He also addressed potential challenges for consumers dealing with foreign companies, expressing confidence that the Ministries of Finance and Construction would require adequate guarantees to address construction defects and ensure construction quality.

Categories: Real Estate

Five Chinese Companies and One Portuguese Company Granted Permits to Perform Construction Work in Israel

Adv. Ariel Nadler, a partner and head of our Real Estate Department, was interviewed by TheMarker about the decision by the Ministries of Finance and Construction to grant foreign companies permits to carry out construction work in Israel. Ariel noted that, with Israeli construction firms facing collapse, opening the market to foreign companies is a positive step.

Categories: Real Estate

David's Geller Claim Against Yitzchak Omer Dismissed

As previously reported, Geller filed a lawsuit alleging fraud involving nearly ILS 70 million. Although the District Court dismissed the principal fraud claim, it ordered Omer to pay Geller several million shekels, finding that the funds had been advanced as a loan. Both parties appealed to the Supreme Court, which dismissed Geller’s appeal in full, allowed Omer’s appeal and referred the case back to the District Court. This week, after nine years of litigation, the District Court dismissed the action in its entirety, accepting Omer’s argument that the funds had been transferred as part of a share purchase transaction. The Court ruled that, in these circumstances, Omer was required neither to repay the funds nor to transfer any shares.

Categories: Commercial Litigation | Litigation

Hackathon for Sustainable Urban Mobility

Adv. Asaf Shalev will serve as a mentor and participate at the Herzliya sustainable urban mobility Hackathon, which takes place on October 27 , in cooperation with the European Union.

Categories: Environmental Law | Start Ups | Transport

Australian Stock Exchange to Israeli Tech Firms: Come List Down Under

We were interviewed by the Times of Israel about the growing interest of Israeli companies in listing on the Australian Stock Exchange (ASX). We noted that Australia is regarded as having a creative and sophisticated regulatory regime that strikes a good balance between investor protection and a pro-business approach that recognizes the risk of over-regulation.

Categories: IPOs and Public Offerings

Israeli Leadership in Water Technologies

Despite the fact that water covers three quarters of Earth’s surface, countries all over the world suffer from potential or current water shortages. Water consumption well outpaces supply, particularly in arid nations that struggle to meet their agricultural water needs. Israel, as a nation more than 50 percent covered in desert, has grappled with this problem since its beginnings. The technologies it has developed in response allow it to flourish, and it is doing more every year to expand those technologies around the world.

Barnea Represents IGP in Investment in Jacada

Barnea represented Israel Growth Partners (IGP), a private equity fund,  in an agreement to buy 300,000 Jacada shares, 7% of the company's share capital, from Robert (Bob) Ashton's investment firm Kinetic Catalyst Partners.

Categories: Corporate | High Tech | IPOs and Public Offerings

Barnea Represents Rafi Bar-Lev

Barnea represented Rafi Bar-Lev, a former salesperson at Utrade, Aviv Talmor’s Israeli investment company, at a hearing before the Tel Aviv Magistrate’s Court. Utrade’s operations had been suspended by the Israel Securities Authority.

Categories: Capital Markets | Litigation

Class Actions in Israel- Overview and Contemporary Trends

The Israeli Class Action Law came into force in 2006, and formally regulates the proceedings applying to class actions in Israel. This type of action was available in Israel before 2006, but was much less developed. Since the advent of the Law, class actions have become a favored path of pursuing litigation where the damage caused to a single plaintiff is not significant and would usually not result in a claim against the party which caused the damage. The majority of class actions filed in Israel are consumer claims against corporate entities.

 

 

Barnea Represents GBI Racing

Adv. Zohar Lande, head of our Litigation Department, represents GBI Racing, a British company that provides betting services to Toto (the Israel Sports Betting Board). The company has asked Finance Minister Moshe Kahlon to reconsider the decision to ban betting on horse races, which was approved by a government committee chaired by Finance Ministry Director General Shai Babad. GBI Racing contends that it was not given an opportunity to present alternative data to the committee.

Categories: Administrative Law | Litigation

Deadline Extension for Making Internet Websites and Mobile Applications Accessible to People With Disabilities

A few days ago the Knesset Labor, Welfare and Health Committee enacted an amendment to Section 35 of the website accessibility regulations, called "the Equal Rights for People with Disabilities (Service Accessibility Adjustments) Regulations 5773-2013" (the “Regulations”).

Capital Markets 2016 – Virtual Roundtable

Corporate Live Wire held a capital markets roundtable featuring experts from around the world, including representatives from our firm. The participants discussed recent regulatory changes, global economic risks, cybersecurity challenges, and trends in capital flows.

Categories: Capital Markets

How Brexit Might Affect the UK's Environmental and Energy Law

The European Union (EU) has driven environmental policy across Europe since its inception in 1992. With the United Kingdom’s (UK) referendum of withdrawal from the EU, though, how it responds in its energy and environmental legal and regulatory structure could affect not only the UK, but the European and even the global marketplace.

Construction Site Collapse in Tel Aviv

We were interviewed by Ynet following the collapsed parking structure in the Ramat Hahayal neighborhood in northern Tel Aviv. We commented that the function of the project manager is not defined in the Planning and Building Law. There are many responsibilities and it is not clear who is responsible for what.

Categories: Infrastructure

For the First Time, Tax Relief Has Been Approved for Contributions to an Israeli NPO Operating Abroad

In an unprecedented action, the Knesset Finance Committee has recently recognized an Israeli organization operating abroad as a ‘public institution’ pursuant to section 46 of the Israeli Income Tax Ordinance. Such recognition affords the non-profit organization, a tax benefit, by way of a tax credit to donors for their donations granted to that organization.

Fathers Granted Right to Paternity Leave – Adv. Marie Tsion for Walla

Adv. Marie Tzion, the head of our Employment Department, published an op-ed in Walla Business following the passage of an amendment granting fathers the right to paternity leave using their existing leave entitlements.

Categories: Employment

Amendment to the “Anti-Spam Law”

The Knesset's new anti-spam legislation includes any advertisement disseminated to the public at large that asks for a contribution or that constitutes non-commercial propaganda.

Trademark Protection: Registration and Enforcement

Part of how any company moves from startup to growing and thriving is to create a recognizable brand under which it operates. The brand provides a way to distinguish yourself with customers, and it all begins with images that you use to represent yourself–and no one else–to the world. To prevent others from using the same or similar images, though, you need to obtain trademark protection. A trademark is a kind of intellectual property protection that lets you defend your marketing ground against others who want to benefit from your symbols and imagery.

 

Extension Order Increasing the Allocations to Pension Insurance and Amendment to the Control of Financial Services

After about a year of uncertainty about the pension insurance allocation ratios according to Amendment number 12 to the Control of Financial Services (Provident Funds) Law of August 2015, the matter has recently been resolved.

Human Resources Forum Half Year Event

The head of our Employment Department will participate in the Human Resources Forum Half Year Event on September 14, addressing employment terms for the weekly rest period.

Categories: Employment

New Financial Reforms

During July, the Knesset passed the Control of Financial Services (Regulated Financial Services) Law. The Law is a harbinger of efforts to regulate the provision of financial services that had not been supervised up until now, apart from certain aspects pertaining to money laundering and the Regulation of Nonbank Loans Law. The Law also unifies the handling of all matters relating to the regulation of these services under one roof.

Barnea Represents Stride Gaming PLC

Adv. Karin Kashi recently represented Stride Gaming PLC, an online Bingo operator traded on AIM, London, in a major transaction. The Stride group acquired the assets and shares of Tarco Limited and Netboost Media Limited for a consideration of up to GBP 40.2 million. GBP 22 million of the amount will be paid in accordance with the 2017 EBITDA of the acquired businesses.

Categories: Internet

Cellect Biotechnology Completes NASDAQ IPO

In July 2016, Cellect Biotechnology announced that it had completed its NASDAQ IPO, raising USD 8.4 million. Cellect Biotechnology will be traded on NASDAQ in parallel with its listing on the Tel Aviv Stock Exchange. Barnea represented a group of US underwriters, led by H.C. Wainwright, LLC, in the process of submitting Cellect Biotechnology's prospectus for the listing. Cellect Biotechnology develops innovative technologies in the stem cells sphere.

Categories: Capital Markets | IPOs and Public Offerings

Agtech: Why Israel Makes Sense

If you think about fertile land for agricultural development, Israel probably doesn’t immediately come to mind. But perhaps it should. Despite a desert climate and the relative youth of the country, Israel’s technological development has created a boom in agricultural innovation, with technology that helps farmers and companies develop healthier, higher-quality foods. With the challenges facing the world’s farming and crops markets, this tiny country provides a wealth of opportunity moving into the future of agriculture.

Barnea Represents Maurice Haliwa

Adv. Zohar Lande and Adv. Yaacov Gershoni of our Litigation Department represent Maurice Haliwa, a shareholder in Manor A.D. Construction & Investments Ltd., in an ILS 18 million lawsuit against Jacky Ben-Zaken and Avraam Nanikashvili.

Categories: Litigation

Barnea Represents Pharma Cosmetics Laboratories Ltd.

Our Litigation Department represented Pharma Cosmetics Laboratories Ltd., formerly HL Cosmetics Laboratories, in an intellectual property claim against a beautician and her partner. The Rishon Lezion Magistrate’s Court recently awarded Pharma compensation and rejected the defendants’ argument that the Copyright Act did not apply to the images and text they had copied from Pharma’s website.

Categories: Litigation

Hedge Funds Do Not Need Regulation

An op-ed in The Marker by lawyers from our Capital Markets Department argues that the harm caused by applying the regulatory regime for hedge funds far outweights any potential benefit and may even lead to the collapse of the entire industry.

Categories: Capital Markets

Interview on Nochi Dankner's Conviction for Securities Fraud

We were interviewed by several media outlets following Nochi Dankner's conviction for securities fraud. Dankner, who formerly controlled the IDB Group, was one of the most powerful figures in the Israeli economy. We noted that the verdict and the extensive media coverage surrounding it significantly contribute to the deterrent effect of the Israel Securities Authority and the prosecutor’s office.

Categories: Capital Markets

Proposal to Reconsider Israel Securities Authority's Activist Regulatory Model

An article on the proposal to reconsider the Israel Securities Authority's activist regulatory model for public companies, allowing them to enjoy wider business and legal maneuvering room.

Categories: Capital Markets | Compliance | Ongoing Counsel

Brexit Effect on Real Estate Market in Britain

This interview by Ynet explores the possible economic implications of the Brexit vote on real estate prices. Our expert advises to wait and see how much prices drop before buying or selling property in the country.

 

Categories: Real Estate

Israel: A Clean Tech Nation

Our world today looks very different from what we knew even twenty years ago. Climate change has emerged as a concern across the globe. With this, though, new opportunities have risen for investors and entrepreneurs in the area of clean and renewable energy. Israel has embraced this more than any other country by fostering growth and embracing policies to encourage and develop new small business in this area. More and more, Israel has stepped forward as the world’s leading clean tech nation.

Further Concessions to Public Companies

A number of legislative amendments relating to the capital market have been promulgated recently, including

Barnea Represents Hanan Mor Group

Barnea represents the publicly traded Hanan Mor Group and other companies within the group in a lawsuit brought by a contractor concerning several real estate projects. The contractor sought damages and an order preventing the bank guarantees from being called. The court rejected the contractor’s request for an order, fully accepting Barnea’s arguments. It also criticized the contractor’s conduct, noting that its account “raises questions,” and awarded Hanan Mor Group ILS 12,000 in legal fees and costs. Hanan Mor Group is represented by Adv. Zohar Lande, Adv. Itay Wigoda, and Adv. Shachar Parnes of our Litigation Department.

Categories: Litigation

Minister Haim Katz Questioned over Insider Trading Allegations

Following suspicions that Likud minister Haim Katz used insider information for financial gain, we were interviewed by the Reshet B radio station; At London & Kirshenbaum, a current affairs news show on Channel 10; and Globes. 

Categories: Capital Markets

China-Israel Relations: What You Need to Know

China has a long-held reputation in the international community for being closed off from outsiders — a reputation that it cultivated for thousands of years. In recent decades, however, this past custom has rapidly been changing and China has become a world leader in manufacturing and production, leveraging a large population and an immense technological skill base. Today China is pushing for more growth, looking to drive innovation to launch its economy into the future. This has led to a trend of opening up to the world, and in keeping with that trend, China has begun to reach out to Israel.

What to Know About Stock Options

Stock options can help startups recruit, motivate and retain talented employees. In an article recently published on the IDC Legal Clinic for Startups website, we explore the basics of stock options, the process of adopting a stock option plan and the various implementation routes available to companies.

Categories: High Tech | Tax Incentives and Grants

5 Myths About Renewable Energy

Sources of renewable energy include, among others, wind energy, solar energy, and hydroelectric energy. With different groups fighting to maintain or increase their relevance on the world energy stage, many myths about these energy sources pervade our understanding of how, and how well, they work. Five myths in particular emerge consistently, and should be overcome for you to better understand how the world is powered.

ISA Staff Position: Trading Fraud – Has the Ship Sailed?

Our recently published article critiques the Israel Securities Authority's staff position outlining conduct that may be deemed trading fraud. It includes a brief comparative review showing that the staff position is problematic and does not provide clear guidance to market participants. The article further notes that similar position papers issued in other jurisdictions tend to set out general guiding principles rather than a detailed and specific list of acts said to constitute fraudulent trading.

Categories: Capital Markets

Barnea Represents East and West Stores Ltd

Barnea represented East and West Stores Ltd., a leading importer of food products from the Far East into Israel, in a dispute over the use of the “East and West” trade name and its trademarks. Following an appeal filed by our Litigation Department, the Supreme Court overturned the District Court’s ruling prohibiting the company from using the trade name in certain markets. Our firm was not involved in the District Court proceedings. The Supreme Court also overturned the contempt of court ruling against the company. East and West Stores Ltd. was represented by Adv. Zohar Lande and Adv. Itay Wigoda, with Adv. Ilan Blumenfeld assisting on the commercial aspects of the dispute.

Categories: Litigation

A Watershed Moment for Purchasing Groups – Interview with Adv. Ariel Nadler

A conversation with Adv. Ariel Nadler on the pros and cons of purchasing groups.

Categories: Real Estate

Enforcement Agreement – Is a Confession Required?

An article examines the willingness of the Israel Securities Authority (ISA) to enter into an enforcement agreement without requiring the violator to confess to the offense or assume responsibility for it. It further argues that the criteria applicable to administrative enforcement do not necessarily overlap with those governing criminal enforcement, and that no correlation between the two should be assumed. In addition, the article compares the enforcement agreement policies of the ISA and the United States. It concludes that enforcement agreements without an admission of liability are not inherently illegitimate, and that intervention in the ISA's discretion would be justified only where the enforcement agreement is fundamentally flawed.

Categories: Capital Markets

Algorithmic Trading – Adv. Moran Bickel Op-Ed

In recent months, the Israel Securities Authority (ISA) has halted the operations of numerous algorithmic trading companies on the grounds that their activities constitute investment portfolio management without the legally required license. In an op-ed published in Bizportal, Adv. Moran Bickel argues that the ISA should establish a dedicated regulatory framework for assessing algorithmic trading companies.

Categories: Internet

Is Every Country in Crisis an Opportunity for Investors?

Adv. Gal Oren was interviewed by the Globes on the financial opportunities found in countries suffering economic crises.

Categories: Banking & Finance

Israel Broadens Definition of Accredited Investor

Bloomberg BNA’s World Securities Law Report published an article by Adv. Ron Shuhatovich examining the Israel Securities Authority’s recent order concerning the definition of an accredited investor.

 

Categories: Capital Markets

Globes: Raising Retirement Age for Women

The head of our Employment Department was interviewed by Globes (in Hebrew) about raising the retirement age for women. She commented: “This move is important both for promoting gender equality and for strengthening women’s position in the labor market, but I believe the Israeli labor market is not ready for it.”

Categories: Employment

Compensations for late delivery of new apartments

Developers can no longer rely on changes to an apartment, requested by the purchaser, as reason to avoid payment of compensation for late delivery. This was ruled recently by the Supreme Court in a case involving a dispute between purchasers of an apartment and a contracting company.

 

The Sale (Apartments) Law states that a delay of over 60 days from the date specified in the sale contract for the delivery of the apartment to the purchaser, means that the purchaser will be entitled to compensation without proof of damage, and this from the first day of delay.

 

In the abovementioned case, the sale contract which was signed by the purchasers and the contracting company stated that any request to change or supplement the apartment will postpone the delivery date of the apartment for at least 60 days.

 

It should be noted that clauses of this nature are common and appear in almost every sale contract from a contractor.

The Supreme Court ruled that the wording of the relevant clause is broad and vague, and gives the contractor unlimited options to determine the date of delivery, which creates uncertainty among the purchasers. Thus, the contractor prevents the purchasers from preparing themselves for a new and clear date on which the apartment will be delivered to them, and to plan their moves accordingly.

 

The Court further ruled that from now on, the contractor cannot rely on sweeping clauses in apartment sale contracts, which include provisions exempting him from paying compensation for delays in delivery of apartments, in any case where changes to the apartment were ordered by the purchasers.

However, the Court held that the parties can agree, for example, on a new and concrete postponed delivery date, in the case of making changes in the apartment at the request of the purchaser, in a later agreement signed by the parties.

 

The Court also noted that a new and postponed delivery date that will be determined by agreement, as mentioned, may be examined by the Court, in terms of its reasonableness in relation to the scope of changes made to the apartment and their nature.

Corporate Governance – From Procedural to Substantive

An article discusses the need to examine corporate governance in substantive terms rather than solely through a procedural lens. It reviews the development of corporate governance in Israel from its adoption in the mid-2000s to the present, and outlines general principles for its future evolution while emphasizing the integration of substantive tests that would enable corporate governance to be implemented in an optimal manner.

Categories: Capital Markets

Bizportal Interviews Ad. Ariel Nadler on Sale Law Change

Adv. Ariel Nadler, a real estate expert, was interviewed by Bizportal about an amendment to the Sale Law approved this morning by the Israeli government. Ariel warned that reducing the guarantees provided to apartment buyers by the VAT component could harm buyers: if a guarantee is called, repayment of the VAT they have paid would not be guaranteed.

Categories: Real Estate

Amendment to the Definition of “Classified Investor” in the Israel Securities Law

As part of the Israel Security Authority’s (ISA) measures to relax certain existing regulations, it has promulgated the Securities Order (Amendment to the First Addendum to the Law) regarding the definition of a “classified investor.” This amendment will come into effect on March 25, 2016.

Relocation Seminar for Employers

Barnea is pleased to host a seminar for employers on employee relocation at our offices on March 9, 2016. Held in collaboration with Kan-Tor & Acco and Relocation, the seminar will explore various aspects of the relocation process. Speakers will include Zvi Kan-Tor, a partner at Kan-Tor & Acco, and Michal Daliot and Hanni Ben-Shimol from Relocation.

Categories: Employment

Adv. Daniel Lorber Serves as Judge on Investors Panel

On February 15, the Petah Tikva Entrepreneurial Community, in collaboration with starTAU, Tel Aviv University’s Entrepreneurship Center, hosted a panel of investment experts, including Adv. Daniel Lorber. Participants presented their business ideas to the panel.

Categories: Start Ups

Entry of Foreign Mutual Funds to the Israeli Market

As part of the globalization of the Israeli capital market, the Financial Committee of the Israeli Knesset recently approved the Joint Investment Trust Regulations (Offer of Units of a Foreign Fund), according to which managers of foreign mutual funds may offer their funds to the Israeli public.

Barnea Represents Edison Investment Research in Agreement with Tel Aviv Stock Exchange

To help investors in Israel and abroad make informed investment decisions, the Tel Aviv Stock Exchange (TASE) has entered into an agreement with Edison Investment Research to introduce a model not previously used in Israel’s capital market. Under the arrangement, Edison will provide independent analysis of high-tech and biomedical companies listed on the TASE. The initiative will be partially funded by the exchange.

 

Categories: Capital Markets

Nespresso Sues Espresso Club for George Clooney Lookalike

Adv. Zohar Lande, the head of our Litigation Department, represents Espresso Club Ltd., an Israeli company, in an intellectual property lawsuit brought by Nespresso and Nestlé.

Categories: Litigation

Update of the “Proper Management Rules” of Israeli Charitable Organization (‘amutah’)

Approximately two weeks ago, the Israeli Ministry of Justice issued a new revised edition of the booklet “Guidelines for Amutot conduct”, as well as a new and revised edition of the supplementary guidelines booklet regarding the “Registration of Amutot, Name, Objectives and Regulations”. These booklets include a number of revisions and clarifications to the previous drafting.

Barnea Represents Espresso Club Ltd.

Barnea represents Espresso Club Ltd., an Israeli provider of capsule-based home espresso machines, in a lawsuit brought by Nespresso Israel and the international Nestlé and Nespresso corporations. The plaintiffs allege that an Espresso Club television commercial featuring a George Clooney lookalike mocks Nespresso’s brand image and damages its reputation. For the full Fox news article, click here.

Categories: Litigation

Barnea Hosts Unistream's Investment Committee

As part of our collaboration with Unistream, our firm hosted a meeting of the organization’s investment committee, where participants presented a business venture developed during the program. Adv. Micky Barnea and Adv. Ronit Ofir served on the judging panel alongside CEOs, industry executives from companies such as Microsoft, investment managers and directors of venture capital funds.

 

Categories: NPO

Tel Aviv District Court Dismisses Claim Against Har-Gil Family

Adv. Zohar Lande and Adv. Gal Livshits represented the Har-Gil family in an ILS 13 million lawsuit brought by real estate company Malibu. The dispute concerned payments allegedly owed by the family in connection with a plot of land they owned and Malibu developed. The Tel Aviv District Court dismissed the claim with prejudice.

 

Categories: Litigation

Employment law - Year End Summary

The year 2015 was characterized by legislative initiatives and interesting rulings relating to the labor market in Israel –employers became obligated to send written notices to job candidates about whether or not they have been accepted for employment, the issue of soccer games on Saturday and more.

Barnea to Serve as Judge on Investors Panel

On January 10, the Petah Tikva Entrepreneurial Community, in collaboration with starTAU, Tel Aviv University’s Entrepreneurship Center, will host a panel of investment experts. Participants will present their business ideas to the panel.

 

Categories: High Tech

A precedential judgment in the matter of transfer pricing shuffles the cards as to granting options to employees

A judgment in the Contira case was handed down two weeks ago in the district court which dramatically changes the Cost Plus issues relevant to certain Israeli companies which provideservices to a foreign relatedcompany. The judgment impacts on the situation where the Israeli company’s employees are granted options in the framework of Section 102 of the Income Tax Ordinance (capital track).

Crowdfunding Comes to Israel

Adv. Ariella Dreyfuss published an article in The Lawyer, a leading UK legal publication, examining new Israeli legislation on alternative fundraising methods. The law aims to help small Israeli companies raise capital through crowdfunding and facilitate the establishment of high-tech funds to be traded on a new index on the Tel Aviv Stock Exchange.

Categories: Banking & Finance | Capital Markets | Corporate | Financing | High Tech

Barnea Appoints New Partners

Effective January 1, 2016, Barnea appointed three new partners: Adv. Ilan Blumenfeld, who specializes in antitrust law, the kibbutz sector, and corporate matters; Adv. Liat Keisary, who advises private clients and specializes in real estate law; and Adv. Ariella Dreyfuss, who advises technology companies and specializes in M&A transactions.

Categories: Corporate

Release from liability, indemnity, and officers’ insurance in an Israeli charitable organization – is it possible?

Arrangements providing release from liability, indemnity and insurance to officers in an Israeli charitable organization ’amutah’ (or ‘amutot’ in plural; the Hebrew words referring to charitable organizations) (and in Israeli Public Benefit Companies) have been gaining momentum recently, both on the part of officers of such NPO’s who are seeking shelter under arrangements similar to those customary in business companies, and on the part of insurance companies, which consider third-sector organizations as being a market offering considerable untapped business potential.

Employment Law: Important Rulings 2015

Globes, a leading Israeli newspaper, interviewed employment experts, including partners from our Employment Department, on the most influential labor law rulings in 2015.

Categories: Employment

Trends In The TMT Industry

The Technology, Media & Telecommunications area is changing. We are now seeing new products, new services and innovation at a faster rate than ever before. The Israeli government identifies TMT as one of the most robust areas of the Israeli economy today and it encourages multinational companies to develop their IP within Israel. The government provides tax benefits, funds and grants to companies who develop their IP in Israel, under domestic and international programs, agreements, treaties and collaborations.

Exemption from Liability, Indemnification, and Insurance for Officers of Associations: Is It Possible and How?

Interest in arrangements for exemption from liability, indemnification, and insurance for officers of public-benefit associations has grown recently. This interest comes both from officers seeking protections similar to those available to their counterparts in commercial companies and from insurers that view the third sector as a potential market.

Categories: NPO

Hungary Reduces Standard VAT Rate for Sale of Newly Constructed Residences

Since the number of newly constructed apartments and houses dropped drastically in Hungary in recent years, the aim of the VAT amendment is to increase the number of residential properties available on the Hungarian market. Adv. Gal Oren, who has extensive experience in the Hungarian market, was interviewed by Calcalist.

Categories: Real Estate

Israeli Companies May Submit Documents to Companies Registrar in English

In an article published in The Lawyer and Lexology, Adv. Ariella Dreyfuss and Adv. Asaf Shalev discuss a draft bill published earlier this month that would allow Israeli private and public companies to submit documents to the Israeli Companies Registrar in English. The bill aims to make it easier for foreign investors to invest in Israeli businesses and participate in Israel’s high-tech sector.

Categories: Corporate | High Tech

Gambling via Mobile Device – Constraints and Opportunities

The online gambling industry generates billions of dollars annually and is one of the burgeoning industries on the internet today. The growth of this industry spurred online gambling operators to search for additional operating channels, besides PCs and laptops, such as applications customized for mobile phones and handheld devices that may be used on membership-based websites (such as online casinos).

Israeli Court eases TASE listing rules for foreign listed companies

The Economics Department of the Tel-Aviv – Jaffa District Court is continuing to issue precedent rulings, and this time, in relation to the interpretation of section 46.B. of the Securities Law, 5728 – 1968.

Discussions had been underway for some time between Mylan N.V., a foreign public company traded on the NASDAQ, and Perrigo Company Plc., a foreign company traded on the New York Stock Exchange and on the Tel-Aviv Stock Exchange, relating to Mylan’s potential acquisition of Perrigo’s shares. After these discussions failed to mature into a transaction, Mylan announced in the United States its firm intention of publishing a tender offer for Perrigo’s shares, despite the fact that Perrigo’s board of directors had rejected the offer (i.e., a hostile takeover).

 

Israeli Home Prices Rose in Q3

Israel’s Government Assessor reported today that home prices rose by 1.4% in the third quarter of 2015. In an interview with Bizportal, Adv. Ariel Nadler, head of our Real Estate Department, said he believes that only a comprehensive solution to Israel’s high property prices can halt this upward trend.

 

Categories: Real Estate

Average Home Prices Continued to Rise in the Third Quarter

Adv. Ariel Nadler was interviewed by Globes about a Government Assessor’s Office report showing that home prices in Israel’s 16 largest cities rose by 1% compared with the previous quarter and by 3% year over year.

Categories: Real Estate

Draft Bill – New Transparency Obligations on Israeli NGOs with Foreign Funding

A new Israeli government draft bill was published last week for public comments – “Disclosure Obligations of Recipients of Support from Foreign Political Entities Law (Increased Transparency by Recipients of Support, when the Majority of their Funding is from Donations from Foreign Political Entities).”

The objective of this draft bill is to impose increased transparency on NGOs (associations/NPOs and public-benefit companies) regarding their activities, when the majority of their funding is from donations from ‘Foreign Political Entities’, beyond the transparency that is imposed on all recipients of such donations.

“Green Licensing” Reform in Israel

Recently, the Israeli Ministry of Environmental Protection published a preliminary draft bill relating to the proposed Integrated Environmental Licensing Law, 5775-2015.

This preliminary draft bill, which is based on the European Union’s Industrial Emissions Directive 2010/75/EU, was disseminated as a result of the Israeli government’s decision in April 2015 to work towards improving environmental regulations and encouraging “green” growth by promoting an integrated environmental licensing law. This came in the wake of the Israeli government’s commitment as part of its OECD accession process, after a number of years of collaborative efforts between the Ministry of Environmental Protection and other government ministries and after consulting with numerous authorities in the business, public and third sectors.

The Rise of Employees’ Unionization and Consultation Obligation during Transactions

The Collective Agreements Law provides that the union must represent the majority of unionized employees to whom the collective bargaining agreement applies, and no less than one-third of the total employees to whom the agreement applies. The union must notify the employer of its claim to be recognised as a representing body and the employer may examine the signatures of employees joining the union.

Summations Filed in Tisch v. Yogev

After nearly three years of litigation in Edwin Tisch’s lawsuit against Ori Yogev, closing submissions were filed yesterday. Tisch alleges that Whitewater and Yogev made false representations and acted fraudulently, inducing him to invest millions in Whitewater Holdings. According to Tisch, Yogev described the project as the “Checkpoint” of the water industry and said it was “designed to change water treatment in Israel and abroad.”

Categories: Litigation

Israeli Supreme Court rules that Loan Agreements may require a Prospectus

Recently, the Supreme Court handed down a ruling that constitutes a precedent: loan agreements which an entrepreneur offered to public investors are tantamount to “securities,” and therefore, require the publication of a prospectus, pursuant to the provisions of the Securities Law.

 

 

What you need to know about employment contracts

Employee rights in Israel are regulated by a long list of laws, extension orders and collective bargaining agreements. The perception of labor law is that it is primarily protective of employees vis-à-vis employers, and indeed, a basic rule of law states that employee contracts cannot derogate from rights prescribed in laws, extension orders and collective bargaining agreements, but may only supplement them

New amendments to the Israeli report regulations

As part of the series of reliefs that the Israel Securities Authority is promoting in order to ease the regulatory burden applied to entities under its supervision, a number of amendments to the Securities Regulations (Periodic and Immediate Reports), 5730 – 1970  were promulgated in the Official Gazette recently.

 

Barnea Lectures at Upper Galilee Human Resources Managers Forum

On November 18, 2015, our firm will deliver a lecture on the importance of employment agreements at the Human Resources Managers Forum in Caesarea. The forum brings together CEOs and HR managers from leading companies for monthly meetings.

Categories: Employment

EU Court invalidates Safe Harbor Arrangement – repercussions for Israel

Recently, an official announcement was issued on behalf of the Law, Information and Technology Authority of the Israeli Ministry of Justice ("ILITA"), as a result of the ruling of the European Union’s Court of Justice invalidating the Safe Harbor Arrangement governing transfers of personal information from Europe to the United States – at this stage, the transfer of personal information from Israel to organizations in the United States on the basis of that arrangement is prohibited.

New Securities Regulations – Reporting Negotiations and Delaying Reporting

As part of its endeavor to streamline public reporting and ease some of the regulatory burden imposed on publicly listed companies, the Israeli Securities Authority (ISA) this week introduced an amendment to the Securities Regulations governing periodic and immediate reports. The amendment deals with a number of issues, including reporting on agreement negotiations and the companies’ right to delay public reporting.

 

 

Barnea Represents AFI Group

We represent the AFI Group in a EUR 50 million transaction involving the construction of two office buildings in Romania.

Categories: Real Estate

Barnea Represents Bruker Nano

Barnea represented Bruker Nano, an American company traded on Nasdaq, in its USD 53 million acquisition of Jordan Valley Semiconductors. The acquisition positions Bruker to offer innovative solutions to complex challenges in nanotechnology research and semiconductor metrology. Adv. Simon Jaffa and Adv. Daniel Lorber advised the client on the transaction.

Categories: Corporate | High Tech

Lexology Navigator – Employment & Labour

Our firm was selected to author the Israeli chapter of “Lexology Navigator - Employment & Labour,” which provides an overview of Israel’s employment market and regulatory framework. Lexology is an online service offering free practical legal insights to in-house legal departments and law firms. It has become a leading source of legal news, updates, and analysis for more than 242,000 lawyers worldwide.

Categories: Employment

New ITA circular, Aug 2015

On August 16, 2015, the Israel Tax Authority published a new circular (number 8/2015), which is effective immediately. The circular presents the new material requisite tests and criteria for recognizing an organization as a ‘public institution’ pursuant to section 46 of the Israeli Income Tax Ordinance. Certification issued to an organization pursuant to section 46 of the Income Tax Ordinance confers a tax benefit, by way of tax credits to donors in respect of donations they grant to that organization, at a rate of 35% for an individual donor and 26.5% for a corporate donor (according to the corporate tax rate).

 

 

 

 

Barnea Represents Kibbutz Shefayim

Yesterday, Kibbutz Shefayim applied to the Tel Aviv District Court to have its former treasurer, Yehuda Doron, declared bankrupt if he fails to pay ILS 14.6 million within one week. This sum represents most of the money Doron was convicted of stealing.

Categories: Kibbutz Sector | Litigation

How the JOBS Act Changed the Rules of the IPO Game

A few weeks ago, a new law came into effect in the United States that made significant changes to how small companies can raise money. 

The Jumpstart Our Business Startups Act (better known by its nickname, the “JOBS Act”) aims to ease the process for startups to seek investments, with a potentially dramatic effect.

Now, two years after the JOBS Act became law, we can look back and see just what effect these changes have had on the process of taking startups through initial public offerings (IPOs), and how this affects Israeli startups.

Court ruling with a deterrent effect – imposing personal liability on directors of an Israeli non-profit organization (NPO)

In May 2015, the Jerusalem District Court issued a judgment imposing personal liability in light of lawful conduct of the affairs of an NPO, on the general manager and authorized signatory of the NPO, as well as on the estate of the general manager’s father, OBM (who had been the chairman of the NPO’s executive board). The Court adjudged them personally to pay the inclusive sum of approximately NIS 13 million.
At issue is an NPO which, according to its formal-registered objectives, was established for the purposes of assisting victims of drug-related crimes, of increasing the public’s awareness of the pervasiveness of drug abuse, of providing information on drug-related issues and of increasing the public’s awareness of drug-induced violence.

Already in 2011, the court had issued a liquidation order against this NPO, after the Registrar of Amutot (NPOs) had appointed an investigator to investigate the NPO and his report of severe findings had prompted the Registrar to file a motion with the court to liquidate the NPO. At that time, based on the investigator’s report, the court had ruled that it was clearly the court’s duty to liquidate the NPO for the good of the public and appointed a liquidator for the NPO’s assets pursuant to the liquidation order.

The investigator’s report on the NPO indeed contained severe findings: that the NPO’s institutions were dysfunctional and failed to supervise the activities of the NPO’s general manager, whose actions were contrary to the interests of the NPO and had nothing to do with fulfillment and promotion of the NPO’s objectives, while misleading the NPO’s donors and exploiting their goodwill and ingenuousness. Thus, the report found, inter alia, that the NPO had raised a substantial amount of donations from the public, but took no action to promote NPO’s objectives; in fact, the gist of the NPO’s activities amounted to recruiting donations for the purpose of paying salaries to the NPO’s employees (which itself constitutes a prohibited distribution).

The report also found that, in addition to the routine fund-raising setup, the NPO also kept a separate extensive fund-raising setup that was off the NPO’s books; that the funds collected through charity boxes (approximately 1,500 charity boxes dispersed at different places of business) and payment vouchers never reached the NPO, but rather, were unlawfully misappropriated by functionaries at the NPO and used to pay salaries. The report also found that cash payments were being made to employees without duly reporting them to the tax authorities.
In light of all of the above, and as a result of the liquidator’s motion, the court ruled that the NPO’s general manager and the estate of the NPO’s executive board chairman (the general manager’s father) shall each be adjudged to return approximately NIS 6.5 million to the NPO, and collectively, approximately NIS 13 million. The judgment also appointed the liquidator (who was appointed pursuant to the aforesaid liquidation order), as the receiver of the real-estate assets and land rights of that general manager and on all assets of the chairman’s estate for the purpose of realization of the judgment and at the sum of the adjudged debt. Pursuant to the provisions of the Israeli (Non-Profit Organization) (‘amutot’) Law, the proceeds to be received in the NPO’s liquidation account as a result of the realization of the aforesaid assets shall be transferred to other NPOs having similar objectives for use towards fulfilling the objectives for which the public’s donations had originally been raised.
This judgment constitutes an example of the imposition of personal liability on directors and officers of an NPO without requiring any lifting of the corporate veil. Pursuant to the provisions of the law, a person may be held personally liable and adjudged to pay obligations and debts of an NPO if the NPO was being fraudulently operated or if inappropriate use was being made of funds by those in charge, while breaching the duties of fiduciary and care that are imposed on them (pursuant to sections 373 and 374 of the Companies Ordinance, which apply to an NPO under liquidation by virtue of section 54 of the NPO (‘amutot’) Law).

Furthermore, this judgment shines a spotlight on the importance of an NPO to act in accordance with its registered objectives and fulfillment of those. According to the provisions of the law, an NPO must act in accordance with its formal-registered objectives and prohibited from performing actions that do not fall within the scope of its objectives. Moreover, an NPO must utilize its resources (funds, assets, goodwill, equipment etc.) solely for the purpose of promoting its objectives. If an NPO has received funds, whether as donations or as support for the purpose of promoting a particular objective, it must use those funds for the objective for which they were provided and not for any other objective (even if such other objective does fall within the scope of the NPO’s objectives). Furthermore, if the representation given to donors is that a particular use shall be made of funds raised for the NPO, those funds must be expended for that purpose and may not be accumulated or allocated for other uses (even if they do fall within the scope of the NPO’s objectives).

Activities by an NPO that are not in conformity with its stated objectives may lead to its liquidation, to the imposition of personal liability on directors, officers and functionaries of the NPO, and even, in particular instances, to the imposition of criminal sanctions.

New Requirements Increase Risks for Directors

Does the Israel Securities Authority’s new summary report on dividend distributions and share buybacks set a high bar for future board approvals?

Categories: Capital Markets

Employing Young Workers During the Summer Vacation

Labor law expert Adv. Marie Tsion was interviewed by Yedioth Ahronot’s business section about employing young workers during the summer vacation. She outlined the legal requirements employers must meet when hiring young workers.

Categories: Employment

Barnea Represents TDT Specialist SRL

TDT Specialist SRL, a Romanian company, has filed an ILS 63 million lawsuit against Eli Reifman, former CEO of Emblaze, and managers at MCE Systems. Adv. Zohar Lande and Adv. Gal Livshits represent TDT.

Categories: Litigation

Want a Donation? Think Like Us.

As part of coalition negotiations, the HaBayit HaYehudi party is demanding amendments to the Amutot Law as a condition for joining the government. Adv. Asaf Shalev, who specializes in advising nonprofit organizations, examined the issue in an op-ed published in Maariv.

Categories: NPO

April 2015 News flash – labor laws

An amendment to the Minimum Wage Law was recently promulgated, which will be gradually applied with reference to four periods. The first period begins on April 1, 2015, when the minimum wage is to be updated to NIS 4,650 (gross). The first update must be made in the April 2015 wage, which is payable at the beginning of May 2015.

All employers in the economy, including employers who are not employing employees at minimum wage, must specify the minimum wage rate in all pay slips. As a result, pay slips must be revised accordingly.

Pursuant to the law, for the purpose of calculating compliance with the minimum wage, base wage/combined wage, cost of living increases and permanent allowances being paid to employees on account of their work must be taken into account.

The subsequent minimum wage updates shall be as follows:

Ÿ     On April 1, 2016, the wage shall be updated to the higher of NIS 4,650 or 47.5% of the average wage in the economy as it shall be on that date.
Ÿ     On July 1, 2016, the wage shall be updated to the higher of the wage during the second period or NIS 4,825.
Ÿ     On January 1, 2017, the minimum wage shall be updated to NIS 5,000.

If you need additional details or advice regarding specific circumstances, feel free to contact our Labor Law Department.

How Will the New Government Cope with Failures in the Real Estate Market?

Following last week's elections, Eched Ha'am magazine hosted a roundtable of real estate experts to discuss the housing crisis, potential solutions and the market outlook. Adv. Ariel Nadler, a partner and head of our Real Estate Department, discussed market failures and the challenges and shortcomings of existing solutions.

Categories: Real Estate

Can Your Employer Require You to Work on Election Day?

Election Day in Israel is a statutory day off. Employers generally cannot require employees to work, except in public services designated by the Central Elections Committee. Our firm spoke to Ynet about employees’ rights on Election Day.

Categories: Employment

New Procedure for Work Visas for Foreign Experts

The Israel Immigration Authority recently published a new, experimental, streamlined procedure for issuance of work visas for foreign experts, allowing the holder to work in Israel for up to 30 days over a 12 month period.

Previously, multinational companies that wished to send professionals to Israel to work with their Israeli R&D centers or strategic partners for short periods of time were required to apply for and obtain a work permit (from the Ministry of Economy) and then a work visa at an Israeli consulate abroad, all before entering Israel.

Under the new procedure, application for a work permit for an expert employee will be expedited, with full processing completed within 6 days in most cases.  Once the work permit is granted, the expert may enter Israel as a tourist, provided that he or she reports to the Immigration Authority within two business days of arrival, where the tourist visa will be converted to a work visa.

This new process should lessen the burden on multinationals or non-Israeli acquirers that require their expert employees to supervise operations in Israel, and it allows these companies to send their experts to Israel on an urgent basis.

Employment Contracts: Lecture at Human Resources Managers Forum

Adv. Marie Tsion participated in the Human Resources Managers Forum at the Emek Yezreel Academic College. Marie lectured about the importance of employment contracts and how they may influence the HR manager position in an organization.

Categories: Employment

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.
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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. 

Dispute Between Israeli Company and Royal Jordanian Erupts over Package Tours for Israeli Arabs to Saudi Arabia

Milad Aviation Ltd., an Israeli company, alleges that Royal Jordanian Airlines negotiated in bad faith for years, delaying the execution of a written agreement before ultimately taking over the venture. Represented by Adv. Zohar Lande, Milad Aviation is threatening an ILS 20 lawsuit against Royal Jordanian Airlines. For the full article, please click here.

Categories: Litigation

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.

Adv. Marie Tsion Lectures at Upper Galilee Human Resources Managers Forum

On February 12 2015, Adv. Marie Tsion, head of the firm's Employment Department, will participate in the Northern Region HR Managers Forum. The forum, which includes CEOs and HR managers from leading companies, meets monthly at the Upper Galilee Regional Council.

Categories: Employment

Whitewater Holdings to Pay ILS 127K to Former VP Aviad Caspi

The Tel Aviv Magistrate's Court accepted a claim filed by Mika Benroy, a company owned by Aviad Caspi, a former vice president of business development at Whitewater Holdings. Caspi is also the son-in-law of businessman, Edwin (Benny) Tish. The claim was brought against Whitewater Holdings, founded by Uri Yogev, who formerly served as chairman of its board of directors. The Magistrate's Court ordered Whitewater Holdings to pay approximately ILS 127 000 to Mika Benroy for services it provided to Whitewater Holdings for which it had not received payment. Mika Benroy was represented by Adv. Zohar Lande, Adv. Shai Sharvit, and Adv. Itay Wigoda.

Categories: Litigation

Still Waiting to Hear Back After a Job Interview? Employers Must Now Notify Candidates

An amendment to the Notice to Employee Law will require employers to notify job applicants in writing whether they have been hired. The amendment takes effect at the end of January and aims to address the uncertainty candidates face during increasingly lengthy recruitment processes. These processes may involve multiple interviews, assessment centers and other stages, leaving candidates waiting for extended periods for a response, or receiving none at all. This uncertainty can make it difficult for candidates to plan their next career steps.

 

Categories: Employment

The Treatment of Electrical and Electronic Equipment and Batteries Law

The Treatment of Electrical and Electronic Equipment and Batteries Law recently came into effect. Adv. Asaf Shalev, head of our environmental law practice, explains the law and its implications for suppliers, distributors, and marketers.

Categories: Environmental Law

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.

 

Barnea Represents Israel Natural Gas Lines

The Real Estate Department, headed by Adv. Ariel Nadler, represented Israel Natural Gas Lines in a petition brought against it by Kibbutz Regavim. The judge dismissed the petition, finding no grounds to intervene in the government’s decision. She noted that the kibbutz should have withdrawn its petition once the safety concerns had been resolved. The kibbutz was ordered to pay costs of ILS 4 million.

Categories: Infrastructure | Real Estate

Formation of a Governmental Committee to Review Mining Royalties is Not Grounds for Arbitration

The Jerusalem District Court recently issued its ruling in the matter of Dead Sea Works Ltd. vs. the State of Israel. The proceeding included a discussion of Dead Sea Works’ petition to activate the arbitration clause stipulated in its concession agreement with the State of Israel. The petition was filed after the State refused to appoint an arbitrator pursuant to the arbitration clause.

Dead Sea Works sought to refer to arbitration the very formation of the Sheshinski Committee, pleading that it constitutes a violation the State’s covenant not to raise the rate of royalties payable by the Dead Sea Works for its mining license. Indeed, the Sheshinski Committee was formed for the purpose of reviewing the State’s policy on royalties due in consideration for the use of Israel’s natural resources.

The District Court rejected Dead Sea Works’ petition. It ruled that the mere formation of the Sheshinski Committee does not give rise to a dispute according to the arbitration mechanism prescribed in the concession agreement.

The Court issued its ruling based on the specific language of the arbitration clause in the concession agreement; it is conceivable that Dead Sea Works might have been allowed to pursue its position through arbitration proceedings had the arbitration clauses been worded differently.

Court decision on temporary residence abroad

On 21 October 2014, the Haifa District Court handed down its decision in “Yael Zor v the Tax Assessor Haifa” concerning temporary residency abroad. The case relates to a senior employee of a multinational enterprise the shipping company, Zim, who worked in Hong Kong for a subsidiary of the group from January 2006 to August 2008. 

 

 

"Time to Startup! Follow the Challenging Road"

Barnea and the MIT Enterprise Forum of Israel are delighted to invite you to a seminar titled "Time to Startup! Follow the Challenging Road." The event will take place on November 19, 2014, from 16:30 to 20:15, at Tel Aviv University.

Categories: Employment | High Tech

Workplace Monitoring: What Is and Isn’t Allowed?

The growing use of technology in the workplace has raised new privacy concerns for employers and employees alike. Do employers have the right to monitor their employees? Read more.

Categories: Employment

Barnea Continues to Grow

The firm welcomes Adv. Ezra Katzen as a new partner in its Technology Department, along with Adv. Daniel Lorber and Adv. Mayer Winkler, who join the Commercial Department.

Hana Gertler to Testify in Whitewater Holdings Trial

At the request of Canadian businessman Edwin (Benni) Tisch, businesswoman and Whitewater Holdings co-founder Hanna Gertler will testify in the Whitewater trial, following a ruling by Justice Ruth Ronen of the Tel Aviv District Court (Economic Department). Tisch alleges that Whitewater and Yogev made false representations and acted fraudulently, inducing him to invest millions in Whitewater Holdings. The company is in receivership and owes creditors approximately ILS 19 million. To read more, click here.

Categories: Litigation

International Labor and Employment Law Committee

At the International Labor and Employment Law Committee’s Midyear Meeting in Tel Aviv, a panel of leading attorneys, including Marie Tsion, discussed the challenges women face in global legal practice.

Categories: Employment

Israel Mizrahi Sues Former Partner

Publisher Israel Mizrahi is suing his former business partner, Lior Sharf, for approximately ILS 11 million, alleging that Sharf misled him by withholding and concealing financial information relating to their former joint venture, Agam Publishing. Mizrahi is represented by Adv. Zohar Lande and Adv. Daphne Klein of Barnea.

Categories: Litigation

Barnea Represents IN SPI AIR

Yesterday, the Tel Aviv District Court dismissed an ILS 67 million claim brought by Canadian businessman David Geller against LR Group and the startup IN SPI AIR. Adv. Zohar Lande and Adv. Gal Livshits represents IN SPI AIR

Categories: Litigation

Zero VAT Plan for New Homebuyers

Israeli Finance Minister Yair Lapid recently proposed exempting couples with at least one child from VAT when purchasing their first apartment from a developer. Ariel Nadler, head of Barnea’s Real Estate Department, believes the proposal would help young couples buy a home but would not, on its own, be enough to address the challenges facing Israel’s housing market. Calcalist, March 19, 2014.

Categories: Real Estate

A public offer in Israel of securities of a foreign corporation is subject to the Israeli Securities Law – even if there is a foreign law and jurisdiction provision

The Tel Aviv District Court recently issued a decision clarifying that a public offer in Israel of securities of a foreign company is subject to the provisions of the Israel Securities Law, even where the investment agreement stipulates that it will be subject to a non-Israeli law and dispute resolution jurisdiction.
 
In the case at issue, a Cayman Island entity raised from a group of more than 100 Israeli investors about USD 10 million to be used for the construction of a hotel in Thailand. The investment agreement included a provision applying Thai laws and specifying Thailand as the exclusive dispute resolution venue.
 
Subsequently, certain of the investors filed a lawsuit claiming that the securities had been sold in violation of the Israeli Securities Law, which prescribes, inter alia, that “no person shall offer securities to the public other than pursuant to a prospectus, the publication of which has been authorized by the Israeli Securities Authority”.
 
The defendants, on their part, filed a motion to dismiss the lawsuit in limine and a motion to hold a hearing on the Thai jurisdiction stipulated in the agreement.
 
In its decision the court rejected the motion to dismiss the claim and ruled that the relevant provisions of the Israeli Securities Law are not discretionary, and that a foreign law and jurisdiction provision in an agreement is not legally binding if it relates to a dispute relating to laws designed to protect the public in Israel. 

For more information, please fell free to contact Michael Barnea, managing partner and head of Capital Markets & Securities department 

Mediation Between Ori Yogev and Benny Tisch Fails

Canadian businessman Benny Tisch has filed an ILS 15 million claim against Ori Yogev, the current Director of the Government Companies Authority. Tisch alleges that Yogev made false representations and acted fraudulently, inducing him to invest millions in Whitewater Holdings. The company is now in liquidation, owing creditors ILS 19 million.

Categories: Litigation

Former Vita Shareholder Will Not Be Sued

The Tel Aviv court overturned an order permitting service of a lawsuit outside Israel on a former shareholder of Vita.

Categories: Litigation

Offering Securities Through an Online Platform

Interest in raising funds online is growing, as the internet offers access to broad and diverse audiences. This gives small businesses access to alternative financing options that might otherwise be unavailable, enabling them to expand their pool of potential investors.

Categories: Capital Markets

Residential Plot in Herzliya Sold for ILS 32 Million

A plot in Herzliya, which can accommodate 43 units, was offered for sale by tender following the dissolution of its joint ownership. The owners had been unable to agree on whether to develop the plot or sell it. Adv. Ariel Nadler, head of Barnea’s Real Estate Department, managed the tender and sale process. To read more, click here.

Categories: Real Estate

ILS 15,000,000 Claim Aainst Uri Yogev

A claim seeking ILS 15 million has been filed against Uri Yogev, alleging that he made false representations and acted fraudulently. The claim was filed through Adv. Zohar Lande, Adv. Shai Sharvit, and Itay Wigoda. To read more, click here.

Categories: Litigation

Barnea Files Urgent Application for Provisional Attachment and an Order Prohibiting the Disposal of Assets Against Gad Zeevi

Adv. Zohar Lande and Adv. Itay Wigoda filed an urgent application for provisional attachment and an order prohibiting Gad Zeevi from disposing of assets. The application seeks to secure payment of the amount awarded to Zeev Rom in recent litigation.

Categories: Litigation

ICC Group Sued by Administrator General

The Administrator General filed an ILS 150 million lawsuit against the ICC Group, alleging that the trustees acted with gross negligence in cancelling the loss-of-profits insurance policy. The group is represented by Adv. Zohar Lande, Adv. Shai Sharvit, Adv. Itay Wigoda, and Adv. Levi Metchnik.

Categories: Litigation

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