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Insights & News / Hagit Ross

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. Hagit Ross, Alon Anava, and Ronit Lerer represented Pomvom Ltd.

Categories: Capital Markets

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.

Successful and Proactive Institutional Activism in Israel

Following a lengthy battle by the majority shareholders in Megureit, led by Phoenix Group and More Investment House, a significant reduction was made to the REIT fund’s management fees. The agreement was reached after an institutional activist struggle, including a petition to the court and a demand for a special shareholders’ meeting. Phoenix and More were represented by firm partners Zohar Lande and Hagit Ross, with additional assistance from Shachar Rothschild, Alon Anava, Tzofiya Shenfeld, and Ronit Lerer.

Categories: Capital Markets | Litigation

Stock Market Skeletons: How to Properly Execute a Merger

Hagit Ross, a partner in our firm’s Capital Markets Department, was 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. 

Class Actions on Accessibility of Public Companies' Reports Dismissed

At the conclusion of a proceeding conducted over about two years, an Israeli court recommended that the class plaintiffs withdraw their actions in light of the legal difficulties and since there is no reasonable possibility that the legal questions will be  ruled in favor of the plaintiffs. The plaintiffs accepted the court's recommendation, and the court dismissed in limine 66 class actions.

Led by Barnea, Danel Group Raised ILS 130 Million from Institutional Investors

Hagit Ross, Alon Anava, and Ronit Lerer 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

Public Statements: Hagit Ross and Gal Rozent Participate in Webinar Hosted by Israeli Association of Public Companies

Hagit Ross, a partner in our Capital Markets Department, and Gal Rozent, a partner in our Competition Department, participated today in a forum hosted by the Israel Association of Public Companies. They gave a joint lecture entitled, "Public Statements by Officers in Public Companies – Do's and Don'ts."  

Categories: Antitrust and Competition | Capital Markets

Public Corporations and Public Announcements – between the Rock of Israeli Competition Law and the Hard Place of Securities Law

While the Israeli Securities Law obligates public companies to report their activities fully and transparently, the Israeli Competition Authority may prosecute them precisely for doing so.

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.

Categories: Corporate | Mergers and Acquisitions

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.

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.

Cyber Events in Public Companies

Hagit Ross, a partner in our firm, 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

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: Capital Markets

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.

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*.

 

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.

Barnea Represented Canomed in Issuing a Series of Options

Hagit Ross, a partner in our Capital Markets Department, represented Canomed, a company engaged in the cultivation, marketing, and direct sale of medical cannabis, in the issuance of two options series. The issuance is expected to reach a value of NIS 6 million. Canomed is one of the first companies to promote the purchase of pharmacies licensed to sell medical cannabis, thus providing the company direct access to the end consumer. Canomed itself already owns several such pharmacies.

Categories: Capital Markets

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.

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.

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.

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.

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.

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.

Categories: Corporate | Investments | Mergers and Acquisitions

Seminar: Corporate Finance through Issuance and Crowdfunding

We hosted today the Israeli Directors' Union for a seminar on corporate finance. Dr. Zvi Gabbay and Hagit Ross from our Capital Markets Department discussed capital raising in the US and Israel.

"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.

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.

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.