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Latest Updates / Capital Markets
March 12, 2021
High-Tech Companies’ IPOs – Meeting of Cultures on the Tel Aviv Stock Exchange
The corporate regime of public companies in Israel has developed around public protection against the controlling shareholder. These protections are not relevant to most high-tech companies, whose holdings are decentralized. Globes has published an article by Micky Barnea on this subject.
February 21, 2021
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*.
January 26, 2021
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.
January 25, 2021
Israel Securities Authority: Tokens May Be Classified as Securities
The Israel Securities Authority recently established guidelines on when a cryptographic currency (token) is considered a security. The ISA determined that Kirobo tokens meet the definition of a security. This is primarily because the The Israel Securities believes investors would intend to purchase the tokens for financial purposes. In addition, these investors would anticipate their holdings to go up in value.
January 3, 2021
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.
November 26, 2020
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. As part of the webinar, firm partner Dr. Zvi Gabbay lectured on the connection between ethics and obedience. Are they in competition or do they complement one another?
November 18, 2020
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.
November 17, 2020
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.
November 15, 2020
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.
November 11, 2020
Dr. Zvi Gabbay Lectures on Distribution and Marketing of Hedge Funds
Dr. Zvi Gabbay 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.
October 19, 2020
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.
October 15, 2020
The 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. Check out Dr. Zvi Gabbay's op-ed in Calcalist on the subject.
October 15, 2020
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.
September 21, 2020
Blockchain and Digital Currencies Regulation
Dr. Zvi Gabbay examines in a short video the topic of digital currencies and recent developments in blockchain regulation in Israel.
September 15, 2020
“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.”
September 3, 2020
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.
August 19, 2020
Zvi Gabbay Lectures Compliance Officer Training Course
As an expert in the compliance field, Zvi Gabbay was 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, Zvi discussed administrative enforcement and enforcement plans.
August 11, 2020
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.
August 10, 2020
Providing Counsel in the Establishment of a New Investment Fund in Asia
Liquidity Fund of Meitav Dash will establish with MUFG Bank, the world’s largest Japanese bank, a new private investment fund in Asia. The new fund will be incorporated in Singapore, and will provide credit to companies in Asia, through securitization transactions of future cash flows. Our firm, led by attorneys Roy Engel and Yuval Lazi, accompanied Liquidity, which as part of the agreement will provide the joint company with management and underwriting services.
July 12, 2020
Dividend Distribution in Times of Covid-19
The recent dividend distribution by TASE-traded company Fox-Wizel Ltd. after receiving emergency funding from the Israeli government not only raised moral questions but also underscored the complexity facing many companies at this time. Globes published an op-ed by Micky Barnea in response to the backlash following the company's actions. Micky noted that a key challenge faced by companies is how to balance between dealing with the difficulties and uncertainties of the COVID-19 era, on the one hand, and the desire and responsibility to continue operations as commercial enterprises, on the other.