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Home · practice areas · Corporate · Latest Updates

Latest Updates / Corporate

July 26, 2023

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.

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July 18, 2023

The Profit Test for Dividend Distribution – Israeli Supreme Court Ruling

In a precedential ruling, the Supreme Court stated that the profit test for dividend distribution only includes an examination of the financial statements from the last two years. According to the ruling, there is no room to take into account information regarding an expected loss that has not yet appeared in the reports.

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July 11, 2023

Barnea: Hosting Global Femtech Accelerator

We were happy to host the global femtech accelerator Tech4Eva for an event at our offices. As part of the event, doctors and entrepreneurs discussed menopause and the need for innovation in increasing awareness and educating physicians and patients. Inbar Gorelick represented the firm at the event and participated in one of the featured panels.

July 10, 2023

Barnea: Representing Bash Gal Sport in Acquisition of Energym

Misha Gitterman and Omri Oren represented Bash Gal Sport of Movement – The Wellness Company, Israel’s leading wellness group, in the acquisition of Energym, a fitness equipment importer, for NIS 30 million

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July 9, 2023

Israeli Institutional Investors and Transfer Rights

Investment funds usually make transfers of units in a fund to third parties contingent upon the approval of the fund managers. This practice may make it difficult for Israeli institutional investors to prove ownership and absolute control over units, as required by the regulations.

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July 2, 2023

Material Adverse Change (MAC) Clauses in M&A Transactions

MAC clauses are designed to protect buyers from adverse changes in the company they are acquiring. However, because there is no single, precise, and all-encompassing definition of these types of changes, and because courts are in no hurry to adjudicate cases involving MAC clauses, it is important to know how to draft them as clearly and explicitly as possible.

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July 2, 2023

Investments via SAFE as a Tax Event

For the first time, the Israel Tax Authority has announced its position regarding investments via SAFEs. It determined that, under particular circumstances, the investment is to be considered an advance on a share investment account.

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June 26, 2023

Hosting a Delegation of Entrepreneurs from Mexico

We hosted a delegation of entrepreneurs from Mexico, who arrived in Israel to learn about investment opportunities in the Israeli high-tech market. As part of the delegation’s visit, Ariella Dreyfuss lectured on the legal aspects of doing business in Israel.

June 22, 2023

How to Conduct Board and Committee Meetings

Minutes of board meetings and board committee meetings have become a key tool for Israeli courts when examining directors’ conduct against the business judgment rule. Therefore, it is important to know how to record, document, and distribute minutes.

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June 20, 2023

Azrieli Group to Sell Stake in Compass Data Centers for ILS 3.2 Billion

Adv. Ariella Dreyfuss has been representing Azrieli in its ongoing investments in the data centers field. Following its 2019 acquisition of 20% of Compass for USD 135 million, Azrieli announced yesterday an agreement for the sale of Compass to Brookfield Infrastructure. Compass Data Centers is one of the largest developers of data centers in the world.

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June 19, 2023

Default Arrangements in Israeli Investment Funds – Unwritten Provisions in Partnership Agreements

Many investors and fund managers are unaware that a simple reading of the relevant partnership agreement is not sufficient to get the “full picture” of the legal conditions that apply to their specific limited partnership.

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June 12, 2023

Roy Engel Lectures on Hedge Funds, VCs, and PEs

As an expert in the funds area, Roy was invited to lecture to a course led by the Israel Financial Institute (IFI) for 50 managers of Altshuler Shaham. Roy discussed types of alternative investments and both the legal and the administrative/supervisory aspects of the structure of funds.

May 30, 2023

Doing Business in Israel: Insolvency Law

Foreign companies looking to engage with Israeli companies also need to consider that Israeli insolvency law mandates jurisdiction in Israel and creditor equality, regardless of country of incorporation.

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May 21, 2023

Barnea: Advising Migdal on a USD 100 Million Investment

Roy Engel, Yana Zilbershtein, and Yakov Vilenski advised Migdal on a USD 100 million investment in the real estate investment fund Exeter Industrial Value Fund EQT. More than 90% of the investors in the fund are American and international institutional entities, and Migdal is the only Israeli investor.

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May 17, 2023

The Legal Risks of Using ChatGPT

The legal issues that follow the use of artificial intelligence-based processing solutions will continue to challenge in the years to come. Meanwhile, the main questions are related to intellectual property, privacy and reliability.

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May 17, 2023

Representing CryptoHub in USD 6 Million Fundraising Round

Itay Gura and Inbar Katzir advised Cryptohub, which offers crypto trading tools and innovations to improve the average crypto trader's experience, throughout the course of a USD 6 million investment round. The round was led by Tectona, the only public company that focuses its activities on the adoption of blockchain technologies.

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May 16, 2023

Earn-Outs – Ariella Dreyfuss Op-Ed for CTECH

CTECH by Calcalist has published an op-ed by Ariella Dreyfuss, a partner in our International Corporate Department. Ariella explains that earn-outs are becoming an established tool for compromising on a company’s valuation.

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May 10, 2023

Material Transfer Agreements: Why They Matter

IP can be tangible, and MTA agreements are there to determine the terms and conditions of their transfer and usage.

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May 7, 2023

Israeli Registrar of Companies Increases Enforcement Measures against “Violating” Companies

Companies should promptly settle unresolved issues with the Registrar of Companies in order to avoid sanctions, fines, and difficulties obtaining credit.

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May 2, 2023

The Business Judgment Rule – a Director’s Best Friend

Board members looking to protect themselves from lawsuits pertaining to the proper fulfillment of their duties must fully understand the three principles of the business judgment rule. Because what is true in Delaware is also true in Israel.

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