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Insights & News / Sagi Gross

Environmental Aspects of M&A Transactions: Lecture by Sagi Gross

Sagi Gross, a partner in our firm, lectured at Bar-Ilan University as part of a course on environmental law. He discussed the environmental aspects of M&A transactions

Categories: Environmental Law

Activities by NPOs during a State of Emergency in Israel

According to the new guidelines, until the declared state of emergency in Israel is over, NPOs (amutot and public benefit companies) may conduct activities intended to provide immediate and vital assistance during the war, even if these activities do not fall under their approved objectives.

NPOs Receive Exemptions from Real Estate Betterment Levies

The Israeli Supreme Court has ruled that NPOs are entitled to receive an exemption from real estate betterment levies, provided they use the proceeds from the sale of such real estate for a public purpose specified in the law.

Material Adverse Change (MAC) Clauses in M&A Transactions

MAC clauses are designed to protect buyers from adverse changes in the company they are acquiring. However, because there is no single, precise, and all-encompassing definition of these types of changes, and because courts are in no hurry to adjudicate cases involving MAC clauses, it is important to know how to draft them as clearly and explicitly as possible.

Sagi Gross Lectures at Bar-Ilan University

Sagi Gross, a firm partner, was a guest lecturer in an environmental law course at Bar-Ilan University. He spoke about the environmental aspects of merger and acquisition transactions.

Categories: Environmental Law

Court Rules: Despite Substantial Defects, the Amutah will not be liquidated

While substantial defects were found in the nonprofit organization (amutah), the court accepted and approved a settlement. Issuing a dissolution order to the amutah would have affected a large community of people that require its services.

"Dieselgate" Effect: Israel Changes Rules of Game for Class Actions over Environmental Damage

The Tel Aviv District Court recently allowed a motion to certify a class action against the Volkswagen Group and its importer in Israel, Champion Motors Ltd. The class action focuses on the Dieselgate scandal, after an investigation discovered that Volkswagen installed emissions management software in its diesel-powered vehicles that falsifies air pollution data.

Barnea: Representing Pronto Diagnostics and Owners in Sale to Novolog

Sagi Gross and Dor Levi-Tam represented Pronto Diagnostics and its owners in a transaction to sell control of the company to Novolog. Pronto operates in the field of molecular genetic diagnostics.

Categories: Corporate | Healthcare Regulatory | High Tech | IP and Licensing | Life Sciences | Mergers and Acquisitions

Barnea: Representing Naveh Pharma and Bigdam Ltd in Sale to Diplomat

The import giant Diplomat has acquired control of the companies Naveh Pharma and Bigdam Ltd for NIS 96 million. Advs. Sagi Gross, Dor Levi-Tam, and Izabel Pashayev successfully represented the companies and their owners in the transaction.

Categories: Corporate | High Tech | Life Sciences

Barnea: Representing Neve Pharma in Sale to Diplomat for NIS 81 Million

Neve Pharma is engaged in the development, marketing, and sale of nutritional supplements, as well as medical accessories in the ENT field. Sixty-five percent of the company was recently sold to the public company Diplomat for NIS 81 million. Neve Pharma was represented by Sagi Gross, Dor Levi-Tam, and Izabel Pashayev in the transaction. 

Categories: Corporate | High Tech | IP and Licensing | Life Sciences

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.

Amutot and PBCs Set to Independently Update Details and Information

The Israeli website “GuideStar,” which provides information about Amutot (One of the common types of non-profit organizations in Israel) and PBCs, launched a new and important interface that enables these organizations to independently update their details and information.

Sagi Gross Lectures to Bar-Ilan University’s Law and Environment Club

As part of our ongoing collaboration with Bar-Ilan University’s Law and Environment Club, Adv. Sagi Gross lectured to students of  on the environmental aspects of M&A transactions. He discussed due diligence processes, indemnity mechanisms, ESG investments, and more.

Categories: Corporate | Environmental Law | Mergers and Acquisitions | Regulation

Equal Pay for Male and Female Workers: Employers’ New Reporting Obligations

A new amendment to the Male and Female Workers (Equal Pay) Law aims to promote equal employment terms in Israel.

Barnea: Representation of the Azrieli Group in the purchase of Labs' workspace for NIS 130 million

Adv. Sagi Gross, Daniel Kleinman, Izabel Pashayev, and Dor Levi-Tam represented Azrieli in an acquisition of Labs from the businessman Teddy Sagi. The workspace complex in the Sharona Tower includes office space, venues hall, a lounge, and a gym. The Labs International network includes several locations around the world including London.

Categories: Corporate

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.

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.

Israeli Environmental Protection Ministry Takes Major Step to Ensure Environmental Rehabilitation per Polluter Pays Principle

The Knesset Finance Committee, headed by MK Alex Kushnir (Yisrael Beitenu), recently approved a mechanism for compensation for the rehabilitation of industrial waste damages caused by Rotem Amfert (of the ICL Group). The committee arrived at the mechanism as part of discussions on the extension of the phosphate mining concession currently granted to the company.

Representing Natoon Group in Sale Worth Over NIS 90 Million

Sagi Gross, Daniel Kleinman, and Izabel Pashayev represented Natoon Group and its shareholders in a sale of control of 70% of the group's holdings to Afcon Holdings, a public company. Natoon Group is engaged in asset management and operation services and the maintenance of fire safety systems.

Categories: Corporate | Investments | Mergers and Acquisitions

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).

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.

Easing of Conditions for Amutot and PBCs to Engage with Israeli State Institutions

Up until today, pursuant to an Israeli government resolution dating back to 2001, NPOs (such as Amutot and public-benefit companies) that did not possess a certificate of proper management could not engage with government entities.

A certificate of proper management is a certificate issued to Amutot and PBCs by the Registrar of Amutot and Endowments after receiving an organization’s annual report (in conformity with the statutory requirements and the registrar’s instructions). It is valid for one year (or for two years, for Amutot and PBCs that fulfill particular criteria).

Bar-Ilan University Law and Environment Club: Ethical Consumerism and Sustainable Fashion

As part of the inaugural event of Bar-Ilan University’s Law and Environment Club, firm partner Sagi Gross will deliver opening remarks on the importance of law and the environment. His speech will touch on developments and changes in recent years.

Categories: Environmental Law

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.

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.

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.

Israel Securities Authority Recommendations on Corporate Responsibility and ESG Risks

In light of global capital market investors’ growing interest in the topic of responsible investments, the Israel Securities Authority recently published a proposed outline for corporate responsibility and ESG risk disclosures.


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. 

Barnea's Pro Bono Activity Highlighted in Maariv

The severe economic damage caused by the coronavirus crisis has intensified the need for philanthropic ventures. The Maariv newspaper dedicated a section to highlight our firm’s pro bono activities. Adv. Sagi Gross, who leads our activity in the area of social welfare, discussed the firm’s work with the “Supportive Family” foundation.

Categories: NPO

An Act of Deterrence against a Polluting Plant

Israel's Ministry of Environmental Protection imposed a financial sanction of NIS 634,000 on Bazan Group's Gadiv Petrochemical Industries for not complying with a deadline to stop harmful emissions. The ministry stated that due to the severity of the violation, both a financial sanction and administrative enforcement measures would be imposed.

Second Phase of Financial Assistance Grants for Third Sector Kicks Off

Several days ago, the second phase of financial assistance grants for third-sector companies kicked off. Compared to the first phase, the size of a company's revenue for grant eligibility was expanded, as were the period of harm and the maximum assistance threshold.


Barnea Represented Azrieli Group in Launch of New Fashion Website

Azrieli Group and MGS have launched a retail website to sell fashion and footwear products. This is the first time Azrieli has set up a company together with a retailer. The deal was led by Sagi Gross.


Categories: E-commerce | Internet

Israeli Registrar of Amutot Eases Reporting Obligations for Amutot and Public Benefit Companies (PBCs)

In light of the coronavirus outbreak in Israel, and the restrictive measures taken by the government, the Israeli Corporations Authority has issued updated guidelines to ease the obligations of Amutot and PBCs.

Israel: Aid Measures for Third-Sector Organizations and Civil Society

As part of its effort to deal with the coronavirus crisis, the Social Services Division of the Accountant General’s Department at the Israeli Ministry of Finance recently released an aid package for the benefit of third-sector organizations.

Barnea Representing Azrieli Group in Sale of Supergas Holdings

Our firm represented Azrieli Group in the sale of its holdings in Supergas to Elco Group for NIS 820 million. Azrieli was represented by Advs. Micky Barnea, Ilan Blumenfeld, Sagi Gross and Daniel Kleinman.

Categories: Corporate | Investments

Israeli Registrar of Amutot Presents a New Policy – Certificate of Proper Management Valid for Two Years

The Israeli Registrar of Amutot and Dedications has changed its policy on the granting of certificates of proper management to Amutot and public benefit companies (PBC). From now on, any Amutot and PBC that meets particular criteria will be entitled to receive a certificate of proper management valid for two years, instead of for one year, as was the case until now.

Eight Basic Terms Relating to Antitrust and Competition

When reaching business decisions, nearly every manager must consider issues relating to restrictive trade practices. Click to read basic terms that every business should know about the antitrust law.

Barnea Represented Sakal Global Duty Free Ltd.

Our firm represented the owner of Sakal Global Duty Free Ltd. in the sale of the company as part of the sale of the entire Sakal Group to businessman Teddy Sagi.

Categories: Antitrust and Competition | Corporate | Mergers and Acquisitions

Amendment to Block Exemption for Non-Horizontal Arrangements with No Particular Price Restrictions Approved

An amendment to a block exemption for non-horizontal arrangements with no particular price restrictions was recently approved. The purpose of the amendment to the block exemption is to clarify the term “competitors,” which was defined in a general and vague manner in the original block exemption.

A Reform in Israel's Insolvency Laws

Recently, the Knesset has passed the Law of Insolvency and Economic Rehabilitation – which is aimed at updating the law on insolvency currently in effect in Israel. The Law will take effect in 18 months from now.

Barnea & Co. represented Industries Centers EOD in the acquisition of control by US company ADM

The acquisition of control by US company ADM of Israeli company Industries Centers EOD—which imports and markets animal feed, processes seeds, and stores emergency inventory for the state—has been completed. The company was represented by Advs. Micky Barnea, Yuval Lazi, Ilan Blumenfeld, Daniel Lorber, Sagi Gross, and Daniel Kleinman.

Categories: Corporate | Mergers and Acquisitions

Barnea & Co. Represented Viola Credit in the Acquisition of Negev Ceramic

Barnea represented a group of investors, led by Viola Credit, in the acquisition of Negev Ceramics from creditor banks. Viola was represented by Adv. Michael Barnea, Adv. Ilan Blumenfeld, and Adv. Sagi Gross.

Categories: Corporate | Mergers and Acquisitions