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Latest Updates / Corporate
September 7, 2017
Deliver a Strong Value Proposition to Raise Funds Effectively
When you are ready to raise money to begin or expand operations for your startup, you cannot just ask and wait for money to pour in. Todays investors are savvier than ever. They need to understand the value you create, for investors and for the market your company will serve. You need to understand your business model thoroughly, but you should also prepare concise answers to the questions any smart investor will ask.
August 21, 2017
Transfers of Data Base in M&A Transactions
The Israeli Law, Information and Technology Authority (ILITA) recently published a new draft directive regarding the handling of customers’ personal information (which is organized as a registered database or as a database under compulsory registration) when it is held by an acquiree company and is being transferred to the acquirer company within the scope of a merger or acquisition transaction.
August 16, 2017
Risks in Boards of Directors’ Work
“How did the board approve this?” Headlines like this pop up each time it is announced the Israel Securities Authority is investigating a public company’s transactions with its controlling shareholder, such as the latest allegations of deals between Bezeq and its controlling shareholder. But the real question that should be asked is, Was the board given the right tools to perform its work?
August 16, 2017
Dr. Zvi Gabbay talks SEC allegations against Mobileye founders with TheMarker
The US Securities and Exchange Commission (SEC) recently filed a lawsuit in a US court against an Israeli citizen and an American citizen for the use of inside information to acquire shares and options at Mobileye. The lawsuit alleges, among other things, that Mobileye's founders supplied information about the huge deal being forged between it and Intel. Dr. Zvi Gabbay, head of the Capital Markets Department at our firm was interviewed by TheMarker on the subject. He explained the differences between the enforcement process in Israel and the US and the relationship between civil enforcement by the SEC and criminal enforcement by federal prosecution.
August 7, 2017
Supreme Court Precedent – Companies Have the Right to Independent Standing during a Derivative Suit
A significant precedent was handed down recently by the Israeli Supreme Court, whereby a company’s separate and independent standing must be recognized, even after a motion for a derivative suit has been approved.
July 26, 2017
Adv. Ariella Dreyfuss to lecture at the Bengis Center for Entrepreneurship & Innovation
Adv. Ariella Dreyfuss will lecture today to the participants of the international program of the Ben-Gurion University Innovation Program on the topics of founder agreements, IP and investment agreements.
July 25, 2017
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, Sagi Gross, and Daniel Kleinman.
July 19, 2017
Adoption of Business Judgment Rule - A new article by Dr. Zvi Gabbay
Adv. Zvi Gabbay's article deals with the ruling handed down by the Israeli Supreme Court at the end of December 2016, in the Bezeq case, in which the Supreme Court adopted the protection granted to decisions of the board of directors by applying the business judgment rule. The article seeks to examine whether this ruling achieved one of its main objectives—legal certainty.
July 2, 2017
Barnea & Co. represented Johnson & Johnson regarding its investment in the startup, DayTwo
Barnea represented Johnson Johnson in respect of its investment of USD 12 million in the startup, DayTwo, which provides personalized nutrition recommendations based on mapping and analyzing the composition of intestinal bacteria.
July 2, 2017
Barnea & Co. Represented Avgol in the Sale of its Rights in the Barkan Plant
Barnea represented Avgol in the sale of its rights in the Barkan plant for NIS 52.5 million. Avgol is in the process of transfering its production center in Israel to Dimona.
June 25, 2017
Board of Directors 2017 - Challenges and Risks
Barnea, in cooperation with the Israel Director Union, is hosting a seminar on the challenges and risks in the functions of a Board of Directors. Micky Barnea, our Managing Partner, will discuss the risks in the functions of the board of directors. Dr. Zvi Gabbay, Partner and Head of the Capital Markets Department, will deal with corporate governance and enforcement programs.
June 22, 2017
Financial Radio Program at the Public Broadcasting Corporation
Dr. Zvi Gabbay, Head of the Capital Markets and Financial Regulation Department at Barnea was interviewed on a financial radio program at the Public Broadcasting Corporation following the investigation of the heads of Bezeq and explained how the Securities Authority is investigating. (starting at min' 12.06)
June 21, 2017
New Court Decision on Transfer Pricing Taxation
New court decision on transfer pricing taxation may shift structuring of MA transactions from shares to assets.
May 24, 2017
Class Action Against Israeli Company Offering Securities Abroad – Not in Israel
It is not uncommon for Israeli incorporated companies to seek investments abroad. In many cases, such investments are done through public offerings on international stock exchanges. Securities issued by Israeli companies are traded on the NASDAQ, the London Stock Exchange and a variety of other exchanges, including Australia. These situations, which make perfect sense from a business perspective, give rise to interesting and sometimes quite complex legal issues.
May 21, 2017
Insolvency in a Nutshell
Insolvency proceedings are an integral part of business-commercial activities, in circumstances whereby a person or corporation might need to institute proceedings to rehabilitate its business activities or even to liquidate the company.
May 14, 2017
The Court Orders Controlling Shareholders to Stop Payment of Executive Remuneration
There have been cases where bonuses have been paid by a controlling shareholder of a public company out of his own pocket to officers as remuneration for their work in the company. This raises the question as to whether a controlling shareholder is allowed to personally guarantee additional remuneration to officers of the company that is inconsistent with the company’s remuneration policy.
April 30, 2017
Ten Golden Tips for Distribution Agreements
Distributors, agents, resellers and OEM partners all share the same commercial function of selling goods to end users. Thus, although there are significant differences between the legal statuses of each of these players, this article below treats all of them collectively as distributors.
Appointing a distributor involves significant inherent risks. The drafting of the distribution agreement may help in mitigating these risks and realizing the potential benefit of your relationship. While formulating distribution agreements you should pay special attention to the following key issues:
April 5, 2017
Barnea & Co. represented Avgol in issuance of a New Series of Bonds
Barnea represented Avgol Industries 1953 Ltd in connection with the issuance of a new series of bonds in the amount of NIS 197 Million. Avgol is one of the biggest manufacturers in the world of non-woven fabrics for the hygiene market. Its securities are traded in the leading indices on the Tel Aviv Stock Exchange.
April 4, 2017
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.
March 29, 2017
Barnea & Co. Represented Viola Private Equity in an Investment in Similar Web
Barnea represented Viola Private Equity in an investment of USD 50 million in Similar Web, a leading digital market intelligence platform that provides insights for websites and applications.