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Conditional Payment (Earn-Out)
An earn-out arrangement involves the seller agreeing to receive only a portion of the consideration at the transaction’s completion, with the remainder contingent upon the acquired company’s achievement of specified financial or operational milestones during a defined post-completion period.
Barnea: Representing Aviv Group in Investment Transaction
Ilan Blumenfeld, Terry Almozlino Arnon, Alon Wolner, and Daniel Kleinman represented Aviv Group in a ILS 45 million investment by Menora Mivtachim in Aviv Group’s ILS 1.2 billion skyscraper project in Herzliya.
Corporate Governance in Israeli Cooperative Societies
The segregation of duties between corporate organs (in private and public entities) derives from the principle of separation of powers. Although the laws governing cooperative societies in Israel do not address the tension between the organs in a cooperative society, the principles created and developed in corporate law may be applied to cooperative society law by way of inference.
Barnea: Representing Metuka Bakery in Sale to Adi Cohen, Former CEO of Tiv Ta'am
Ilan Blumenfeld, Yuval Lazi, and Dor Levi-Tam represented the founders of the coffee shop/bakery chain Metuka in the company's sale to businessman Adi Cohen, former CEO of Tiv Ta'am.
Schweppes Case Ruling: When Is Parallel Importing Legitimate?
The Israeli Supreme Court overturned a district court ruling and stated the court erred when it attributed internationality to the Israeli trademark “Schweppes” and associated it with a global venture.
Kedma Capital acquires "Zriha Hlavin Industries"
Adv. Ilan Blumenfeld, Hagit Ross and Dor Levi-Tam represented the sellers in the transaction for the sale of all their shares in Zriha Hlavin to Kedma Capital.
SightVision Completes Acquisition of Terravision
SightVision Information Systems Ltd. has completed a 100% acquisition of Terravision Ltd., which develops applications and provides services in the geographical field, and has been developing advanced mapping systems for over 30 years. SightVision also completed the acquisition of 100% of the rights in the partnership Terra-Design 3D Mapping, which provides 3D modeling services. Advs. Ilan Blumenfeld and Dor Levi-Tam represented SightVision in the transaction.
Danel Acquires Additional 10% of Enaim Medical Center
The NIS 43 million acquisition will make Danel the owner of 61% of Enaim Medical Center. Advs. Ilan Blumenfeld and Daniel Kleinman represented Danel in the transaction.
Barnea: Representing Kibbutz Shefayim and Yad Hana in Transaction to Sell Land Designated for Logistics Complex
Mivna Group has acquired 50% of the shares of the Yad Hana Homesh Industries Cooperative Association for ILS 140 million. The parties intend to jointly establish an innovative logistics center in a total built-up area of about 100,000 square meters. The client was represented by Advs. Ilan Blumenfeld and Maya Zisser.
Representing Menora Mivtachim in Acquisition of Nisko Shares
Our firm represented Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ld., and Menora Pension and Provident Ltd. in a transaction to purchase 15% of Nisko Group's shares for NIS 180 million. Advs. Ilan Blumenfeld and Dor Levi-Tam advised on the transaction.
Representing Danel Group in Completion of Acquisition of Manor Medical
Advs. Micky Barnea, Ilan Blumenfeld, and Daniel Kleinman from our firm represented Danel Group in the acquisition of Manor Medical, which operates in the surrogacy, egg donation, and medical tourism fields. This transaction constitutes the completion of Danel’s acquisition of Manor Medical based on a NIS 100 million valuation.
Recruiting Partners, Not Interns
Terry Almozlino and Ilan Blumenfeld explain to TheMarker how the office works to transform interns into partners.
Corporate Law between Theory and Practice
Ilan Blumenfeld, a partner in our firm, lectured to students of a course on corporations at the College of Management on mergers and acquisitions and the various stages of M&A transactions.
Representing Azrieli Group in NIS 1.31 Billion Acquisition of Mall Hayam
Our firm represented Azrieli Group, the largest income-producing real estate company in Israel, in the acquisition of Mall Hayam for NIS 1.31 billion.
Firm partners Terry Almozlino Arnon, Ilan Blumenfeld, and Alon Wolner represented Azrieli in the transaction.
Shapir Group Acquires Engineering Company Lipsker for NIS 32 Million
Micky Barnea, Ilan Blumenfeld, and Daniel Kleinman represented Lipsker, an Israeli company that specializes in performing geotechnical work, in its sale to Shapir Engineering and Industry, Israel's leading company in the construction, development, and infrastructure fields. Our legal services include antitrust aspects.
The value of the transaction is approximately NIS 32 million.
Intern Interview Week Is Approaching
The intern interview week for law students at various law firms is coming soon.
In a recent Walla article, firm partner Ilan Blumenfeld offered tips to candidates about how to successfully prepare for an interview.
Submission of Joint Offers in Tenders
When competing entities join forces to submit a tender offer, it reduces the overall number of entities competing for a tender. Reducing the number of competing entities may increase the market power of those participating entities against the tender holder and enable them to make less attractive offers.
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.
Representing Danel in Acquisition of Manor Medical
Our firm represented Danel in the acquisition of 51% of Manor Medical, an egg donation and surrogacy company.
Advs. Micky Barnea, and Ilan Blumenfeld represented Danel in the acquisition with a value of up to NIS 140 million.
Doing Business in Israel – Practical Law
This year, we were once again responsible for preparing the QA guide on doing business in Israel for the Practical Law website. The guide provides an overview of recent key developments that have affected doing business in Israel, including the legal system, foreign investment, employment, tax, competition, privacy, IP, etc.
Representing MAT Investment Holdings in Merger between Two Manufacturers of Control Valves from Kibbutz Industry
Our firm represented the Spanish multinational industrial group MAT Investment Holdings in the merger of its Israeli subsidiary Dorot Management Control Valves from Kibbutz Dorot with A.R.I. Flow Control Accessories, a company owned indirectly by Kibbutz Kfar Haruv.
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.
Entities with Relatively Small Market Shares May Also Be Deemed Monopolies
Six months after the amendment to the Economic Competition Law took effect, the Competition Authority published its position regarding the circumstances in which even an entity with less than a 50% market share may be deemed a "monopoly holder."
Barnea Represented Danel Ltd. in the Acquisition of Levinger Group
Our firm represented Danel Ltd. in a deal to acquire 51% of Levinger Group. This marks a strategic move by Danel to expand into the private health field.
Event Invite: The Impact on Your Business of New Amendments to the Restrictive Trade Practices Law
Our firm is holding a seminar on March 18 about the ways in which recent amendments to the Restrictive Trade Practices Law meet the daily needs of a corporation and its officers. A representative from the Israel Competition Authority will also take part.
Doing Business in Israel – Practical Law
Barnea's Q&A guide to doing business in Israel was published on the Practical Law website. The guide provides an overview of recent key developments that have affected doing business in Israel, including the legal system, foreign investment, regulation, employment, taxation, and IP.
Amendment to the Israeli Restrictive Trade Practices Law
On January 1, 2019, Israel's parliament approved an amendment to the Restrictive Trade Practices Law. This amendment seeks to deepen and focus the Antitrust Authority’s efforts to prevent activities posing potential harm to competition and to the public.
Amendment to Hazardous Drugs Ordinance Promotes Regulation in Cannabis Market
On December 25, 2018, the Israeli parliament approved the second and third readings of an amendment to the Hazardous Drugs Ordinance (Delegation of Supervisory and Enforcement Authorities Relating to Cannabis for Medicinal and Research Purposes).
Update to Block Exemptions for Joint Ventures and Restraints Ancillary to Mergers
Two important block exemptions have been updated recently: the exemption for joint ventures and the exemption for restraints ancillary to mergers. The amendments transfer the examination of the intensity of the harm to competition deriving from these arrangements from the Israel Antitrust Authority to the business sector.
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.
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.
Ethemba Capital Selling Control in Avgol to Indorama Ventures
Our firm is representing British private equity firm Ethemba Capital in its 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. The price of the sale is valued at NIS 1.7 billion.
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.
Ilan Blumenfeld Participated in a Panel Discussion on Antitrust Issues for Haaretz's "Echad Ha'am"
Adv. Ilan Blumenfeld, a partner in Barnea's Antitrust Department, participated in a panel discussion on proposed amendments to the Antitrust Law for Haaretz's "Echad Ha'am" magazine (pages 16–19).
The Israel Antitrust Authority is Proposing Comprehensive Amendments to the Restrictive Trade Practices Law
Recently, the Israel Antitrust Authority (IAA) published a memorandum of law entitled “Strengthening Enforcement and Reducing the Regulatory Burden.” At issue is a comprehensive amendment to the Restrictive Trade Practices Law.
Hosting a Seminar on Marketing and Distribution Agreements
Barnea is hosting together with TITANBrandWise a seminar today on marketing and distribution agreements. Adv. Ilan Blumenfeld of the Commercial Department will discuss the important aspects of such agreements and how to make them work for you.
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.
Adv. Ilan Blumenfeld to mentor at the Heseg Innovators Program (HIP)
Adv. Ilan Blumenfeld, a partner at Barnea, will serve on the judges' panel at the upcoming HIP presentation. The program’s entrepreneurs will present Ilan and the other mentors their ventures and receive feedback on how to improve them.
Israel Antitrust Authority Published Statement regarding Vertical Price Arrangements – Resale Price Maintenance (RPM)
Recently, the Israeli Antitrust Authority (IAA) published a final version of its statement regarding Resale Price Maintenance (RPM) arrangements. In this statement, the IAA presents its position with regard to the circumstances under which a supplier is able to dictate the resale price of its products to its distributor (either retail or wholesale) for the next link in the supply chain, without such an arrangement being considered an illegal restrictive arrangement.
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.
Whether and How to Enforce on a Monopoly the Prohibition of Charging Excessive and Unfair Prices
Adv. Ilan Blumenfeld, Partner in the Antitrust Department at Barnea, wrote an opinion article in The Marker, dealing with the question of whether and how to enforce on a monopoly the prohibition of charging excessive and unfair prices.
Antitrust Authority Continues its Trend of Stricter Punishment
The Israel Antitrust Authority (‘’IAA’’) has announced its intention to impose a financial sanction in the sum of NIS 25,640,000 on Bitan Wines, due to its violation of the terms of the merger between Bitan Wines and the Mega supermarket chain.
Draft Guide to Cyber Threat Information Sharing
The Antitrust Authority published for public comments a new guidelines draft on the subject of information-sharing between competitors for the purpose of contending with cyber threats.
Shufersal Sets its Sights on Drug Store Chain New-Pharm
Adv. Ilan Blumenfeld, Partner in the Antitrust department at Barnea was interviewed by The Marker following Shufersal, Israel's largest supermarket chain’s announcement that it is in the early stages of examining the possibility of acquiring local drugstore chain, New-Pharm Drugstores. Ilan commented that in the event that Shufersal acquires New Pharm, the Antitrust Authority will have to approve the deal by examining the market power of the merged entity.
Foreign Companies are Immune to Private Antitrust Enforcement in Israel
Despite the growing sensitivity to violations of the competition laws and the uptrend in the imposition of stricter penalties by the authorities in respect thereof, business managers and consumers who have fallen victims to competition-law offenses in Israel hesitant in instituting civil proceedings against offenders.
Doing Business in Israel – Practical Law
Doing Business in Israel? A Q&A guide to doing business in Israel written by Barnea was published in the Practical Law website. The guide gives an overview of the legal system, foreign investment, regulation, and other issues pertaining to Israel.
Israel Antitrust Authority Publishes Draft Statement regarding Vertical Price Arrangements – Resale Price Maintenance (RPM)
A few days ago, the Israeli Antitrust Authority published a draft statement presenting its position with regard to the circumstances under which a supplier will be able to dictate the resale price of its products to its distributor for the next link in the supply chain (Resale Price Maintenance arrangements – RPM), without such an arrangement being considered an illegal restrictive arrangement.
The Center for Academic Studies in Or Yehuda Young Entrepreneurs Skills Day
Adv. Ilan Blumenfeld, Partner at Barnea, gave a lecture on the Legal Aspects of Entrepreneurship at the Center for Academic Studies in Or Yehuda Young Entrepreneurs Skills Day.
Foreign Corporations Also Have No Immunity – Organizing a Restrictive Arrangement is Liable to Lead to Criminal Sanctions
A restrictive arrangement organized between an Israeli corporation and a foreign corporation, which results in significant harm to the competition in the Israeli market, is subject to the Israeli Restrictive Trade Practices Law.
Restrictive Arrangement in an Agreement May Possibly Lead to Nullification of the Entire Agreement
District Court rules that an unlawful restrictive provision can lead to cancellation of a 40 years agreement.
Performing a Legal Due Diligence – Think before You Act
We have encountered numerous instances recently whereby investors were about to make an investment without performing a prior legal due diligence examination. There are various reasons put forward by investors for not performing a due diligence examination, such as: the contemplated investment is in a young company, insufficient budget, cost-benefit considerations, the volume of the investment, timetables, long-standing work relations between the investors and the corporation, and the like.
Bond Terms – Negative Pledge Relating to Floating Charges
A customary practice in the credit market makes the provision of financing for a corporation contingent upon the creation of a floating charge on all of its assets in favor of the financier. In most instances, the bond terms relating to the lien also include a ”negative pledge” – a restrictive stipulation that prohibits a corporation from creating additional liens without receiving the financier’s prior written approval.
Antitrust – New Amendments to Nine Block Exemptions
The Antitrust Commissioner intends to renew the validity and to amend nine block exemptions.
Barnea & Co. represented East and West Stores Ltd
Barnea represented East and West Stores Ltd, a leading importer of foods into Israel from the Far East, in a dispute concerning the use of the trade name "East and West" and its trademarks.
Following an appeal to the Supreme Court filed by our litigation department, the ruling made against the Company by the District Court ,which prohibited the Company from using the trade name "East and West" in some markets, was reversed (our firm was not involved in the District Court action).
The Supreme Court also reversed the contempt of court ruling issued against the Company.
East and West Stores Ltd. was represented by Adv. Zohar Lande and Adv. Itai Wigoda. Adv. Ilan Blumenfeld assisted on the commercial aspects.
Antitrust Update
Recently the Israeli Antitrust Authority has stepped up its enforcement measures, and the local Courts began imposing stricter penalties on violations of the Antitrust Law.
Barnea & Co. appoints new partners
Effective as of January 1, 2016, Barnea appointed 3 new partners: Ilan Blumenfeld who specializes in Antitrust laws, the Kibbutz sector and advising on corporate matters; Liat Keisary who specializes in advising private clients and on real estate law; and Ariella Dreyfuss who specializes in advising technology companies and on M&A transactions.
Reform of Regulations Relating to Vetinary Supervision is important news for consumers in Israel
Tadiran to acquire Supergas
Tadiran Holdings Ltd., controlled by Moshe Mamrod, is acquiring the gas distributor, Supergas, from Granite Hacarmel, a unit of Azrieli Group Ltd., for NIS 250 million. Micky Barnea and Ilan Blumenfeld represent Granite Hacarmel.
Barnea & Co. is growing
Barnea continues its expansion. The firm has recruited three new attorneys that will work in the firm’s commercial department – Adv. Ilan Blumenfeld, Adv. Anat Even Chen and Adv. Karin Kashi. The firm now comprises of a team of 35 lawyers.