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March 15, 2014
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
March 13, 2014
"A different kind of class" activity
As a part of the firm's pro-bono activity, we participate in the project 'a different kind of class' and we have embraced a 6th grade in Rambam elementary school in Netanya.
March 9, 2014
Barnea litigation team filed a monetary claim for NIS 4.8 million
Adv. Zohar Lande and adv. Moran Bickel, filed a monetary claim for NIS 4.8 million with the Tel-Aviv District Court concerning the alleged fraudulent actions of a trustee relating to real estate investments in Thailand.
March 7, 2014
A global trend towards mediation: views from lawyers in 13 countries
Zohar Lande was quoted in an article by the Kingsley Napley law firm. The article records recent quotes of leading commercial litigators from around the world. The experts discuss the recent trends in their respective countries. Zohar Lande is the only commercial litigation lawyer from Israel to be approached for his comments.
February 18, 2014
Defamation on Facebook and its legal consequences
Barnea's partner and head of internet department published an article (in Hebrew) in the Calcalist financial newspaper, regarding a recent Israeli court decision that compensated a plaintiff for defamation published against him on Facebook. Dr. Baruch criticizes the court's reasoning, that sought to place less importance and magnitude in respect of defamation published on Facebook, compared to defamation published via other avenues. Dr. Baruch argues, as outlined in the article, that defamation published on Facebook should be treated in the exact same manner in which any other published defamation is treated.
February 13, 2014
"If I testify against Strauss - Elite I'll burn myself"
Lenny Sackstein, the chairman at Carmit Candy Industries Ltd. which is represented by Barnea, described in court yesterday the difficulties in bringing witnesses to testify against Elite – Strauss Cadbury case. To read more, please click here
February 13, 2014
Dun & Bradstreet ranks Branea & Co. as one of Israel’s leading law firms
Dun Bradstreet ranked Barnea as a leading law firm in 6 practice areas: International Commercial Law, Mergers Acquisitions, Project Finance Infrastructure, Commercial Litigation, High-Tech and Capital Markets.
February 10, 2014
Israel: Break up shake-up
Legislation intended to loosen the stranglehold of a few conglomerates on the economy is set to trigger a surge in sell-offs and overseas interest.
February 9, 2014
Mediation between Ori Yogev and Benny Tisch regarding “Whitewater Holdings” has failed
The Canadian businessman, Benny Tisch, has filed a claim against Ori Yogev, currently Director of the Government Companies Authority, in the amount of NIS 15 million. Tisch claims that Yogev made false representations and acted fraudulently, causing Tisch to invest millions in Whitewater Holdings. Whitewater Holdings is in liquidation and creditors are owed NIS 19 million.
February 8, 2014
Casino in Israel – could the notion materialize
Barnea's partner and head of internet department, published an article in the InterGaming Law magazine, the specialist international gaming law magazine: Casino in Israel - could the notion materialize.
February 1, 2014
Barnea & Co. is pleased to announce the appointment of new partners
Adv. Maya Zisser - Real estate and Adv. Shai Sharvit - Litigation have been made partners.
January 16, 2014
Barnea & Co. represented Pilat Media Global Plc.
Pilat Media Plc is a unique UK incorporated public company, as it was the only UK company listed on the Tel Aviv Stock Exchange (TASE) and the only company fully listed on both AIM and TASE – meeting the regulatory requirements of both jurisdictions.
The firm has represented Pilat since its inception, through a spin-off (demerger) from an Israeli public company, and has assisted it with compliance with Israeli regulatory requirements through the years. In April 2014 Pilat Media was sold to Sintec Media, one of its major competitors for a cash consideration of more than $100 million.
Barnea Co represented Pilat Media and its shareholders in Israeli aspects of the transaction.
January 15, 2014
IAA transcripts from the Strauss - Cadbury investigation has been revealed
Carmit's civil suit is partly based on records and documents collected by the Antitrust Authority in during its investigations. The following was submitted by Adv. Zohar Lande, Adv. Shai Sharvit and Adv. Moran Bickel, from Barnea, to the Tel Aviv District Court.
January 9, 2014
Developments in the Carmit Candy Ltd. action against the Strauss Group
Important information is currently being unveiled at the Central District Court regarding the ways in which the Strauss Group was allegedly attempting to block Cadbury from entering the Israeli Market in 2002. To read more, please click here
January 5, 2014
Opinion - Privatization pursuant to Encouragement of Competition and the Reduction of Concentration law
The article below addresses the privatization chapter of the newly enacted law for the encouragement of competition and reduction of concentration in the Israeli market. The chapter inter alia restricts the State from granting rights to and engaging with entities, which already have received rights from the state and thus deemed to be "concentrational".
Adv. Lande argues that the chapter is far reaching, leads to uncertainty in the market and may prevent the effective allocation of rights in the future, all of which will have a detrimental effect on the market. To read more, please click here
December 29, 2013
Michael Barnea was participate in a panel of Competition experts - by Calcalist
After the Law for the Encouragement of Competition and the Reduction of Concentration was enacted, Calcalist convened a panel of experts, including Michael Barnea, in order to discuss the powers of the Antitrust Commissioner.
December 25, 2013
Israel Amends Controlled Foreign Corporation Tax Regime
Israel's Knesset on December 23 approved amendment 198, revising section 75B of the Income Tax Ordinance, 1961 (ITO) to further ensure the taxation of controlled foreign corporations. The amendment entered into force on January 1. Since 2006 Israel has taxed qualifying resident shareholders -- both corporate and individual -- on the undistributed profits of foreign companies that qualify as CFCs. Specifically, when an Israeli resident shareholder individually owns at least 10 percent of the means of control of a foreign company and collectively owns, together with other
Israeli resident shareholders, at least 50 percent, and the majority of the foreign company's income is (by Israeli definition) considered passive in a specific tax year, the qualifying shareholders must each report their pro rata part in the undistributed profits of that foreign company as a deemed dividend. That regime also applies to foreign companies that are controlled at least 40 percent by close relatives.
December 24, 2013
Tax Changes 2014 relevant for Israeli companies investing in/through In the Netherlands
The firm of Barnea Co, together with the Israel-Netherlands Chamber of Commerce, and the Netherlands Foreign Investment Agency, organize a breakfast workshop "Tax Changes 2014 relevant for Israeli companies investing in/through In the Netherlands" to be held morning of December 25, 2013, at the Offices of Barnea Co, 6 HaChoshlim street, 4th floor, Herzelia. Invitations only.
December 19, 2013
The former shareholer in Vita will not be sued
The Tel Aviv court has overturned and a court order allowing service of the claim against a former shareholder in a company called "Vita" outside of the Israeli jurisdiction.
December 15, 2013
Offering securities through an online platfor
There is a growing interest in raising funds online. This is owing to the fact that the Internet provides a wide exposure to diverse audiences. This creates an opportunity for small enterprises to be exposed to alternative and new financing options, that in the normal course would not be available to them. This, in turn, allows the enterprise to widen their circle of potential investors.