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April 30, 2015

Joint interview – Micky Barnea and IVC CEO - Mr Koby Simana

Micky Barnea, managing partner of Barnea, and Koby Simana, CEO of IVC Online, in a joint interview focused on the area of financial trading platforms. In the interview Micky discusses the effects of the new Israeli regulations pertaining to the activities of trading platforms. These regulations will come into effect on May 26, 2015.

April 28, 2015

"Voluntary retirement plans": what the employee needs to know

Last week Teva and Cellcom announced voluntary retirement plans for certain employees.  Teva offers early retirement to 200 employees. The plan includes a retirement package on particularly beneficial terms, markedly higher than what prevails in the market. Cellcom offers  every employee with 30 months or more of seniority the possibility to terminate his work at the group, with a substantial economic parachute in the form of especially generous retirement terms. The plan includes an attractive basket of benefits with a limited number of places. Starting now and during an entire month, all company employees meeting the seniority criterion can submit a request to management for inclusion in the plan. Following those offers, Marie Tsion was interviewed by Globes and discussed the influence of workers' committees: "Once there is a worker's committee and  convergence of interests - a voluntary retirement plan is the best solution. An Employer understands that in this way it will achieve maximum results and pay less, eventually. If the CEO feels he has a partner he will always prefer the dialogue ".

April 22, 2015

Legal Business: Israel 2015

The Legal Business magazine has dedicated its April edition to Israel, with a focus on current topics and trends in the country. Michael Barnea and Simon Jaffa were interviewed regarding Chinese interest in doing business in Israel. "In some respects because of the geopolitical  limitation, there is less competition for certain deals. Investors may not face as much competition as businesses in the US and UK," says Barnea.  

April 21, 2015

Legal Business: Israel

As an expert in the Infrastructure and Gas industries, Simon Jaffa was interviewed by the Legal Business magazine, concerning the current uncertainty arising from the anti-trust commissioner’s intervention in the ownership structure of Israel’s gas fields, saying: 'all this uncertainty puts off foreign companies coming into Israel and investing'.

April 13, 2015

Taxation of e-commerce in Israel – income tax perspectives according to a draft circular of the income tax authority

The Israeli Tax Authority (ITA) published a draft circular concerning the taxation of foreign corporations that derive income from the provision of services via the internet to Israeli residents. Such circular was published due to the need of the ITA to provide an interpretation of the Israeli tax legislation, in respect of income derived from e-commerce, so as to accommodate the substantial e-commerce activities taking place in or via Israel. The current definitions and rules, which relate to terms such as permanent establishment or place of doing business, have been commonly used in respect of brick and mortar businesses, and the need has arisen to provide an interpretation for such terms so as to allow them to appropriately be applied to the digital economy.

April 13, 2015

Want a donation? Do you think like us?

As part of the coalition negotiations, the" HaBayit HaYehudi" party demands the amendment of the "Non-Profit Organizations" Law  as a condition of its entry to the government. Adv. Asaf Shalev, who specializes in advising non-Profit organizations, has written in an opinion piece which has been published in Maariv.

April 12, 2015

April 2015 News flash – labor laws

An amendment to the Minimum Wage Law was recently promulgated, which will be gradually applied with reference to four periods. The first period begins on April 1, 2015, when the minimum wage is to be updated to NIS 4,650 (gross). The first update must be made in the April 2015 wage, which is payable at the beginning of May 2015. All employers in the economy, including employers who are not employing employees at minimum wage, must specify the minimum wage rate in all pay slips. As a result, pay slips must be revised accordingly. Pursuant to the law, for the purpose of calculating compliance with the minimum wage, base wage/combined wage, cost of living increases and permanent allowances being paid to employees on account of their work must be taken into account. The subsequent minimum wage updates shall be as follows: Ÿ     On April 1, 2016, the wage shall be updated to the higher of NIS 4,650 or 47.5% of the average wage in the economy as it shall be on that date. Ÿ     On July 1, 2016, the wage shall be updated to the higher of the wage during the second period or NIS 4,825. Ÿ     On January 1, 2017, the minimum wage shall be updated to NIS 5,000. If you need additional details or advice regarding specific circumstances, feel free to contact our Labor Law Department.

March 31, 2015

"Globes" Dun's 100 law firms rankings for 2015

The "Globes" Dun's 100 law firms rankings for 2015, ranks Barnea as experts in: International commercial, high-tech, infrastructure and project finance, litigation and capital markets.

March 25, 2015

How the new government will cope with failures in the real estate market?

Following last week's elections, "Eched Ha'am" Magazine organized a  real estate experts round table in order to discuss the current real estate crisis, possible solutions and provide a forecast for the future. Ariel Nadler, partner and head of the Real Estate department at Barnea, spoke about market failures, the challenges and weaknesses in the existing solutions.

March 24, 2015

Is it really required to publish an immediate report at the negotiation stage?

Recently, Judge Ruth Ronen of the Economic Department of the Tel-Aviv District Court handed down a ruling which related to an issue which is pertinent to virtually every publicly listed company.   When do negotiations reach a point of becoming material information, thereby constituting inside information? The background to this case was that Africa Israel Industries had published a tender offer in 2012 for the purchase of shares in Negev Ceramics, without publicly disclosing that negotiations were being conducted with Olympia, a Canadian company. The Administration Enforcement Committee (established under the Securities Law) had ruled that the publishing of the tender coupled with lack of disclosure constituted insider information. Judge Ronen presided over the appeal against this ruling.   Judge Ronen ruled that the negotiations had indeed reached the point of becoming material information. Her decision was based on the application of the materiality/magnitude test, which weights the probability of the event occurring against the anticipated impact of the event on the company. It is not difficult to see the logic in the assumption that the fact that negotiations are underway might be material information and that therefore, whoever executes transactions with securities while in possession of such information is considered as having made use of insider information. However, it appears that the ISA’s Administrative Enforcement Committee was prepared to go even further and expressed the opinion that the same materiality test for the purpose of ascertaining abuse of insider information should be used for the purpose of ascertaining the application of a reporting obligation. The Committee’s position may be interpreted as deciding that, when negotiations reach the point of becoming material, the Company must issue an appropriate immediate report. Judge Ronen decided that it was unwarranted to examine the correlation between abuse of insider information and a corporation’s general disclosure obligation, within the scope of the petition. However, the critical question remains: Should every public company assume that it is obliged to publish an immediate report every time it conducts negotiations and they reach the level of becoming “material”? Firstly, one must consider whether such a requirement is reasonable and feasible. One must keep in mind two salient points: There is never certainty that negotiations, whether or not material, will eventually lead to an agreement and; the very disclosure that negotiations are underway could thwart the transaction or adversely affect its conditions. Secondly, since negotiations are often a dynamic, lengthy process, it is unreasonable to expect public companies to repetitively perform analyses during the course of negotiations in order to ascertain whether, at any given stage, the correlation between the probability of a successful conclusion of the negotiations and the anticipated impact of the current draft of the agreement, has reached a level of “materiality” that dictates the publication of an immediate report. Even if the conclusion had been that it would be advisable and wise to oblige public companies to publish immediate reports about negotiations, considering the implications and possible repercussions, such an obligation should be clearly and unequivocally defined. For example, the Securities Law prescribes specific provisions regarding insider information. Furthermore, the Securities Regulations include express provisions regarding the imposition of reporting obligations, and require the reporting of any transaction for the purchase of a “material asset.” The Regulations enable the company’s board of directors to delay the reporting under particular circumstances, but do not allow a company to delay reporting in any instance of securities being offered pursuant to a prospectus. In other words, there are circumstances when information about material negotiations must be published: before the execution of a transaction with securities, before the publishing of a tender offer and before the publication of a prospectus, and in relation to purchases of material assets. However, one should not deduce from this that there is a sweeping obligation to publish an immediate report about negotiations, and certainly, it would be advisable to carefully analyze all relevant considerations, such as reasonability and the appropriate legal source before imposing such an obligation.

March 24, 2015

SAVE THE DATE: Online Financial Trading NOW, May 5th Tel Aviv

Barnea, IVC, and SpotOption invite you to "Online Financial Trading NOW" Conference. The conference will deal in opportunities, challenges, innovations and trends in the Online Financial Trading Industry. The event will be held on Tuesday, May 5, 2015, 08:30-13:00 at Meirhoff Gallery, Dovnov 8, Tel Aviv.

March 18, 2015

An Overview Of Gambling Law In Israel

360Law website published our Overview Of Gambling Law In Israel. In our overview we provide an analysis of  current laws in Israel and discusses innovations and possible future developments therein.

March 16, 2015

Election Day: Can the employer oblige you to work?

Election Day in Israel is considered a day off. The employer cannot oblige its employees to work without this day off - except for a series of public services established by the CEC. We were interviewed by Ynet regarding the rights of employees.

March 15, 2015

Barnea & Co. represented Athena SCS Limited

Barnea represented Athena SCS Limited, a UK based company, and its shareholders in the sale of the company to NXP Semiconductors NV, a Nasdaq listed company. Athena is an independent UK-based developer of state-of-the art smart card solutions for access, enterprise, eGovernment, transportation, payment and mobile solutions.

March 11, 2015

Is it mandatory to publish an immediate report about negotiations regarding a potential transaction?

Recently, Judge Ruth Ronen of the Economic Department of the Tel-Aviv District Court handed down a ruling on the matter of a tender offer published by Africa-Israel Industries in 2012 for the purchase of shares of Negev Ceramics. 

March 10, 2015

New Procedure for Work Visas for Foreign Experts

The Israel Immigration Authority recently published a new, experimental, streamlined procedure for issuance of work visas for foreign experts, allowing the holder to work in Israel for up to 30 days over a 12 month period. Previously, multinational companies that wished to send professionals to Israel to work with their Israeli RD centers or strategic partners for short periods of time were required to apply for and obtain a work permit (from the Ministry of Economy) and then a work visa at an Israeli consulate abroad, all before entering Israel. Under the new procedure, application for a work permit for an expert employee will be expedited, with full processing completed within 6 days in most cases.  Once the work permit is granted, the expert may enter Israel as a tourist, provided that he or she reports to the Immigration Authority within two business days of arrival, where the tourist visa will be converted to a work visa. This new process should lessen the burden on multinationals or non-Israeli acquirers that require their expert employees to supervise operations in Israel, and it allows these companies to send their experts to Israel on an urgent basis.

March 7, 2015

Barnea & Co. represented eight defendants in case relating to well known property project

After seven years of litigation Advocates Zohar Lande and Gal Livshits of Barnea Co successfully  assisted their clients to defeat a claim of NIS 10m filed by Shragai and Sons Ltd, a contractor, against their clients. The claim related to the high profile Telzstone development near Jerusalem. The claim was dismissed by the Court with costs awarded against the Plaintiff.

March 2, 2015

Importance of employment contracts - Marie Tsion's lecture at the Human Resources Managers Forum

Marie Tsion to participate in a Human Resources Managers Forum at the Emek Yezreel Academic College. Marie was lectured about the importance of employment contracts and the way it may influence the position of HR manager in the organization.

March 1, 2015

Amendment no. 14 to the Non-Profit Organizations Law

Amendment no. 14 to the Non-Profit Organizations (Amutot) Law, came into effect in February, 2015.The purpose of the Amendment is to hone the rules of corporate governance that apply to amutot and includes provisions designed to strengthen the nature of the audit in amutot, increasing transparency and strengthening the oversight and investigation authorities of the Registrar of Amutot. The Amendment sets out provisions for the following issues: mandatory appointment of an internal auditor for an Amutah; expansion of the authorities of the Audit Committee (or the Audit Body of an amutah, as the case may be); granting oversight authorities and certification of supervisors by the Registrar of Amutot; expansion of the oversight authorities of the Registrar of Amutot through the use of external inspectors; expansion of the oversight authorities of the Registrar of Amutot regarding independent investigation of an amutah (and without the appointment of an external investigator); and various general provisions in a number of areas related to the relationship between the Registrar of Amutot and the amutot, and between the amutot themselves. One of the main changes in the Amendment relates to a new entity in an amutah - the internal auditor. An amutah with a turnover exceeding NIS 10 million (or exceeding a higher amount to be determined by the Minister of Justice) - must appoint an internal auditor (“Internal Auditor”) in addition to the existing internal auditing bodies that are stipulated in the Amutot Law (Audit Committee, or the Audit Body as the case may be, and the Auditing Accountant). The Internal Auditor will report to the Audit Committee on all matters related to professional issues, and to the Executive Board of the amutah on hierarchical-organizational matters. The appointment of the Internal Auditor will be done by the Executive Board of the amutah with the approval of the Audit Committee, and in the event of a disagreement, the General Assembly will decide. Responsibilities of the Internal Auditor include, inter alia: (a) submitting a proposal for the annual or periodic work plan for the approval of the Executive Board, after the Audit Committee has examined it, and the Executive Board will approve it, with the changes it sees fit; (b) conducting an internal audit, in addition to the aforementioned work plan, on matters that may arise for urgent examination as imposed upon him by the Executive Board or the Audit Committee; (c) submitting a report on the findings as part of the annual and/or periodic work plan - to the Executive Board, CEO and the Audit Committee of the amutah.​Amendment No. 14 also includes provisions which expand the authorities of the Audit Committee (or the Audit Body of an amutah, as applicable). Such expansion includes identifying and fixing problems in the amutah’s business administration, inter alia, by consulting with the amutah’s Internal Auditor or with its accountant, and to make proposals to the Executive Board regarding ways of correcting such problems.Additionally, added to the authorities of the Audit Committee, is the authority to examine the internal auditing system, including the Internal Auditor’s work plan, the amutah’s accountant remuneration and also to make arrangements regarding the manner of handling complaints brought by amutah employees regarding flaws in the conduct of its business and regarding the protection that will be provided to employees who complain, as aforementioned. 

February 17, 2015

A hi tech attraction/ Israel special report

Despite the conflict in  Gaza, 2014 was an extremely busy year for Israeli Hitech MA transactions. Several partners at leading law firms, including Simon Jaffa, were interviewed by "The Lawyer" to review last year’s results and discuss the technology market.