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Home · practice areas · Corporate · Latest Updates

Latest Updates / Corporate

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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May 2, 2023

Distribution Waterfalls in Private Investment Funds

The growth of private equity funds in Israel derives mainly from the maturation of many Israeli companies. So what are the main differences between private equity funds (PE) and venture capital funds (VC)?

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April 24, 2023

Tel Aviv Stock Exchange Publishes ESG Questionnaire

The publication of the questionnaire aligns with global trends and reflects the importance of this subject for investors. According to the TASE press release, only 70 companies currently publish full ESG reports.

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March 28, 2023

Barnea: Representing Daily.dev in USD 11 Million Seed Funding Round

Itay Gura and Inbar Katzir represented the Israeli startup Daily.dev in a USD 11 million seed funding round. The company aims to build the world’s largest professional network for the global developer community.

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March 28, 2023

Barnea: Supporting ReCombinate Program

We are happy to be a partner in the ReCombinant program, an AB InBev-TAU Ventures collaboration dedicated to fostering pilot activity and joint RD. The program is supported by the Israel Innovation Authority.

March 27, 2023

Corporate Governance in Israeli Cooperative Societies

The segregation of duties between corporate organs (in private and public entities) derives from the principle of separation of powers. Although the laws governing cooperative societies in Israel do not address the tension between the organs in a cooperative society, the principles created and developed in corporate law may be applied to cooperative society law by way of inference.

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