Israel Securities Authority: Oversight of Unsupervised Entities

In recent times, there has been an increasing trend of supervision by the Israel Securities Authority (ISA) over non-supervised entities. This may seem paradoxical: if these entities are not under supervision, why does the ISA monitor them? The ISA’s rationale for overseeing entities not currently under supervision stems from its goal of identifying entities subject to regulatory oversight. This oversight ensures that such entity’s activities remain within the bounds that do not require a prospectus or license.

Any venture that raises funds from the public through an offer to up to 35 individuals is generally categorized as a non-supervised entity. Beyond this threshold, the issuance of a prospectus becomes necessary under regulatory requirements.

Additionally, any individual or entity involved in financial investments, such as websites facilitating share investments, may inadvertently cross into activities requiring a license, such as investment advising, investment marketing, or portfolio management.

 Enforcement Tools

The ISA boasts one of the few regulatory bodies with an independent investigative department and advanced oversight systems. The task of these systems is to monitor and detect violations of securities-related laws.

A central tool in the ISA’s enforcement arsenal is its authority to compel individuals, companies, or entities to provide documents and information. This authority extends even to entities not under direct supervision. The ISA frequently exercises this authority, requesting data on project activities, bank account details, and more. It also poses open-ended inquiries, seeking elaboration on specific aspects within the scope of the project’s activities.

The ISA’s Areas of Interest

In cases of unsupervised ventures that have raised funds, the ISA’s focus often centers on potential violations of prospectus requirements. Specifically, the ISA scrutinizes whether the project was offered to more than 35 individuals, which would necessitate a prospectus. In recent ISA activities, another prevalent trend is the investigation of fundraising methods to determine if recruitment involved fraudulent practices or false representations to investors. This scrutiny reflects the ISA’s commitment to ensuring transparency and integrity in fundraising processes.

For unsupervised ventures engaged in financial activities, the ISA typically examines if the venture is performing operations that require a license, such as investment advising or portfolio management. Such actions encompass recommending specific stocks or executing securities transactions on behalf of others.

However, it is important to note that there are exceptions to these license requirements, as not every action for another individual mandates obtaining a license.

Responding to Requests from the ISA

It is imperative to cooperate with the ISA upon receiving a request for documents and information. Responses must be accurate and reliable. While each case varies, concealing malfunctions, like offering to over 35 individuals, can worsen the situation. In many cases, failure to cooperate transparently with the ISA may result in administrative or even criminal enforcement proceedings, as the ISA may perceive attempts to mislead it as a serious offense.

It is crucial to approach responses to ISA requests as akin to an investigation. Thoroughness and accuracy are paramount. When answering open-ended questions, it is imperative to ensure your version is credible, agreeable, and defensible, even in the event of subsequent questioning or investigation.

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Barna Jaffa Lande’s Capital Market Department is at your service to address inquiries regarding information and disclosure requests from regulatory bodies. Adv. Eran Elharar is a partner in the department.