Engagement and Retirement of Senior Office Holders

The firm regularly represents, both office holders and companies, in engagement agreements and retirement arrangements, and conducts litigation related to these matters. These services are provided also in contracts with financial institutions and banks, funds, public companies, high-tech companies, and companies engaged in the energy and industry fields, and includes among others the following areas:

  • Incentive plans, including plans for the grant of securities/ESOP
  • Bonus arrangements
  • Pension arrangements, social benefits and accumulation of rights
  • Confidentiality, non-competition and non-solicitation
  • Intellectual property rights

Trade and Industry

The firm specialize in providing comprehensive legal services for transactions in a variety of trade and industry fields, including:

  • Transactions for planning, developing, manufacturing and sale of products, including in the plastic/PET industry;
  • Transactions in the field of metal industry;
  • Transactions in connection with the “Tel-O-fun” bicycle rental system in Tel-Aviv;
  • Transactions in connection with establishment, management and operation of call centers;
  • Transactions related to franchising, branches and networks;
  • Transactions for the purchase, sale and lease of industrial equipment (including manufacturing machinery and molds);
  • Transactions concerning storage, transport, security, catering, cleaning and maintenance services for industrial institutions and facilities;
  • Transactions for the purchase/sale of raw materials; etc.

Real Estate

Our firm has been handling and handles real estate transactions and real estate companies, and accompany all stages of the transaction, including the purchase, sale and rental of office buildings, commercial centers and residential buildings. For example:

  • Purchase of commercial centers in Rishon Lezion and Elad
  • Handling commercial and private rental agreements
  • Transactions of buying/selling office buildings and renting them
  • Large-scale transactions concerning land sale/purchase
  • Sale/purchase of residential and commercial buildings
  • Combination agreements for the construction of residential units
  • Purchase, construction and sale of gas stations
  • Real estate litigation; and more.

Technology and High-Tech

Our law firm specializes in handling a wide range of technology and high-tech transactions, including:

  • Acquisition and sale of technologies, knowledge and intellectual property
  • License agreements, SAAS agreements and OEM/VAR transactions
  • Agreements for the characterization, development, implementation and assimilation of software and technological systems and components
  • Distribution and agency agreements of various types (including Re-seller)
  • Escrow agreements for source codes
  • Service, warranty, support and maintenance agreements; and more

 

Our firm is experienced in handling activities and transactions in a very wide range of fields, knowledge and technological systems, including:

  • Advanced systems, software and technologies in the banking field – among others in handling numerous technology transactions for a leading bank and a leading credit card company====
  • Virtual studios and advanced computerized graphics systems
  • ERP systems
  • Computerized production floors
  • CRM systems
  • CCM systems
  • The cellular field (including M-Commerce)
  • Knowledge and technologies in the field of water
  • Internet systems that provide businesses with marketing and promotion solutions
  • Knowledge and technologies in packaging for food products
  • E-Commerce
  • RFID
  • Interactive radio services
  • Computerized analysis of voice
  • Advanced optics products; and more

Projects

The firm specialize in providing comprehensive legal services for large-scale projects in Israel and abroad. Such services cover all the aspects of the projects, including:

  • Agreements with the client, contractors, sub-contractors, suppliers, advisors, etc.
  • Managing the tender proceedings, including preparing requests for proposals/information (RFP/RFQ) and managing the process of electing the winning bid;
  • Transactions for the financing of the project;
  • Handling insurance aspects;
  • Employees;
  • Handling proceedings vis-à-vis authorities, including customs, obtain working permits for foreign experts, etc.;
  • Conducting litigation concerning projects; etc.

 

Below are some projects, each in a scope of hundreds of millions of US$, with respect to which the firm has provided legal services in the last years:

  • Projects for the construction of the leading semi-conductor fabrication facilities in Israel;
  • A project for the installation and set-up of cooling towers in one of the biggest dairies in Israel;
  • Construction/Refurbishment of power plants abroad;
  • Construction of a factory for manufacturing railway wagons abroad;
  • Construction of an optical fibers factory abroad;
  • Construction of facilities in an Israeli air-force basis (for the US army);
  • Solar power projects;
  • Reconstruction of a refinery in Ashdod;
  • Construction of a natural gas power plant in Mishor Rotem;
  • Construction of pumped-storage hydroelectricity power plants in Manara and Gilboa;
  • Construction of a natural gas power plant in the Dead Sea Works;
  • Projects in the water field; etc.

Banking and Financing

The firm has many years of expertise and reputation in handling diverse, complex and sometimes complicated financing and banking transactions, including aspects of creating collateral and issuance of securities to the financing body (among others convertible securities, such as warrants and convertible notes). Among others, our firm has many years of experience in accompanying a large bank in many financing transactions, including transactions of the Start-Up Financing Unit. Such transactions include, among others:

  • Providing bank financing to high-tech companies
  • Transactions to finance acquisition of control in public and other companies
  • Establishment of an Internet bank
  • Establishing an Internet insurance company
  • co-lending and inter-creditor agreements
  • Debt Financing (AR Financing)
  • Transactions to finance engineering-industrial projects, including financing under inter-state cooperation treaties and transactions involving foreign trade risk insurance companies
  • Representing clients in financing transactions vis-à-vis banking corporations and financing bodies, in Israel and abroad
  • Transactions concerning securities and derivatives
  • Transactions related to operational leasing of industrial equipment
  • Financing transactions of governmental funds and funds guaranteed by the state
  • Transactions to supplement equity for construction projects
  • Loans extended by manufacturers to their customers to finance the purchase of equipment intended for production for those customers
  • Transactions for finance companies through/assisted by shareholders

 

Our firm has expertise in handling all aspects related to financing transactions after they are signed, among them: Dealing with repayment difficulties and insolvency, including repayment arrangement and sale of debts; Handling disputes and litigation concerning companies in difficulties and insolvent companies (including liquidation proceedings, receivership, etc.) – see also under “Litigation”.

Mergers and Acquisitions, Securities and Corporate Law

Our law firm has in-depth and long-standing knowledge and experience in the field of mergers and acquisitions. The firm has been handling and handles a wide range of merger and acquisition transactions (both of companies and of assets and activities) in all areas of commerce and industry, including acquiring and selling companies (in whole or in part), purchase offers, and purchasing/selling activities, in Israel and abroad. Among others, the firm handled the following transactions:

  • The sale of all of Amarz Romania’s assets (including handling the obtainment of a permit of the Antitrust Commissioner in Romania)
  • Acquisition of “Yellow Pages” by the Australian fund Babcock & Brown, as well as the sale of the fund’s holdings in “Yellow Pages” to institutional bodies in Israel
  • The sale of a cardboard activity of Orda Print Industries Ltd. to Amir Marketing and Investments Ltd.
  • Acquisition of control in the public company Plastro Irrigation Systems Ltd. by the Australian Gandel Group (including handling the banking financing for the transaction)
  • Handling the transaction for the acquisition of joint control in Glacon Bakarim Agricultural Cooperative Society Ltd.
  • Acquiring by Galcon Bakarim Agricultural Cooperative Society Ltd., of the entire activity of the US company Cyber-Rain, Inc., in the field of designing, manufacturing, marketing and selling smart irrigation products

 

The firm provides comprehensive and ongoing services (“one stop shop”) to numerous public and private companies (some of which have become from public to private with the assistance of our firms). These services include, among others, all aspects related to corporate law, corporate governance, capital markets and securities and corporate secretary, including:

  • Purchase offers
  • Interested parties transactions
  • De-listing traded companies
  • Capital raising (including preparation of PPMs)
  • Senior officers’ remuneration
  • Reports to the authorities (including periodic and immediate reports)
  • Disputes settlement in the above fields – see also under “Litigation”

In addition, the firm has handled and handles venture capital and securities transactions. These services are provided both to the recipients of funding, and (especially) to the financiers – institutional bodies, funds and private and business parties – from Israel and from abroad. These transactions include, among others:

  • Investment transactions
  • Venture lending transactions
  • Convertible loans/convertible notes
  • Warrants
  • Incentive plans for issuing securities to employees, officers, consultants and more, including contracting with trustees, preparing issuance agreements, accompanying the execution of issuance according to the plan; and more.

Litigation

The firm manages on a regular basis large-scale litigation in all the fields of commercial, business and administrative law (including abroad) and in all the judicial tribunals including arbitration. Among others, the firm has vast experience and expertise in conducting litigation in the following fields:

  • Litigation concerning companies and securities, the capital market and shareholders disputes;
  • Litigation with respect to contracts, transactions and industry: Including business disputes with customers, suppliers and partners;
  • Arbitration in Israel and abroad;
  • Class action lawsuits (the firm represents both plaintiffs and defendants), and among others: representing tourism, media, real estate, industry and food companies (private and public) in class actions filled against them; representing plaintiffs in their class actions in connection with securities and consumer laws (for example, representing the plaintiffs in the class action against the insurance company La-National and others; representing defendants in several class actions against them filed by consumers; representing plaintiffs in several class actions against foreign airline companies);
  • Disputes concerning technological projects and transactions, semi-conductor, infra-structure and “smart industry” projects;
  • Representing companies and office holders in derivative claims;
  • Real estate litigation, including: disputes among partners in real estate projects in Israel and abroad; disputes concerning building quality; disputes related to commercial lease; etc.;
  • Litigation with respect to financing and securities transactions;
  • Administrative law
  • Handling (including for a leading bank) litigation concerning insolvency and companies facing difficult financial situation, including in receivership, liquidation creditors arrangements and similar proceedings. Among others, attorneys from the firm were appointed as Officers of the Court and acted successfully in gathering, protecting and realizing companies’ assets (including IP);
  • Labor law;
  • Petitions to the High Court of Justice, etc.