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May 1, 2021
May I offer you some SPAC ?
Capital Markets and Stock Exchange Regulations
An article on taking a company public by a merger with a SPAC - the relatively new fashion on stock exchanges. The article was written by Tomer Horowitz, Adv. of Afik & Co.
January 27, 2020
Lasting Power of Attorney – Not Just for the Third Age but also for Young Start-Up Entrepreneurs
Lasting Power of Attorney
An entrepreneur of a startup company which was represented by our firm had a serious illness which caused him to be hospitalized in a coma state for a long period of time, unable to manage the company, which came to a standstill because the entrepreneur was the key person in the company. This is a […]
October 16, 2019
How to avoid being left out of the startup that you established
High-Tech and Technology
Steve Jobs, the brilliant mind behind Apple, who founded the company from his parents’ garage, was removed from his position in the company in 1985. In a 2005 speech at the Stanford University, he was quoted saying: “How can you get fired from a company you started?” But Steve Jobs is not alone in the […]
December 4, 2017
Valuation of ordinary shares and preferred shares by using OPM method (Option Pricing Method)
Business, Corporate and Joint Ventures
In order to evaluate the value of holdings in the Company’s share capital, for purposes of sale, taxation, revaluation in the financial statements and other needs, we often find companies with a capital structure consisting of various types of shares with different rights on their holders. In order to assess the value of the holdings, […]
July 19, 2017
Liability of purchaser of Company assets for past liabilities
International Transactions and Dispute Resolution
Many erroneously believe that it is preferable to purchase a company’s activity in a transaction for company acquisition and not the corporate vehicle itself, thereby avoiding the risk of assuming company debts.  Because of this, many believe that it is possible to avoid transaction costs by a simple acquisition agreement without need for a comprehensive […]
January 4, 2017
How to save money incorporating a business (and pay dearly in the future)
Business, Corporate and Joint Ventures
The phrase “I do not have enough money to buy cheap” is true in many cases, but certainly when establishing a company or a business enterprise. Many are “saving” money on a lawyer (whether by making the crucial step of setting up a business without an attorney or by making it with an attorney who […]
September 14, 2016
Repurchase Agreement or Lien Backed Loan
Commercial, Banking and Financial
A lender suspects that the collateral offered by the borrower (e.g. a real property or a public company shares) will be difficult to realize. Can one structure a sale transaction with a right of seller to repurchase the asset in the future subject to payment of penalty similar to the agreed interest? Israeli Courts held […]
March 16, 2016
AKD N.V update as to Israel-Holland Tax Issues
Business, Corporate and Joint Ventures
Eric Vermeulen Belastingadviseur, Partner +31 88 253 5163 + 31 88 253 52 58 evermeu len@akd.nl HANDLED BY MEMORANDUM to To whom it may concern date                               February 2016 OUR REFERENCE COPY TO subject           Dutch tax aspects (Israel vs the Netherlands) INTRODUCTION In this memorandum we outline a number of features of the Dutch tax system […]
January 20, 2016
Purchasing shares from a seller in financial distress
Business, Corporate and Joint Ventures
People in financial distress may sometimes acquires “financial oxygen” by selling holdings in companies which may also an opportunity for investors to purchase these shares at an attractive price. However, transactions with those standing at the edge of a financial cliff may later cancelled and it is important to exercise caution in such a case. […]
December 1, 2015
Update of the law office of Warshaw Burstein, LLP, an American member of the EALG, as to the United States of America Securities and Exchange Commission (“SEC”) resolution to adopt regulations regarding crowdfunding
Business, Corporate and Joint Ventures
SEC Adopts Final Crowdfunding Rules   On October 30, 2015, the Securities and Exchange Commission (“SEC”) voted to adopt final rules – Regulation Crowdfunding1 – to implement the crowdfunding provisions of Title III of the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Regulation Crowdfunding relates to new section 4(a)(6) of the Securities […]
September 16, 2015
On the Importance of Internal Due Diligence Before Approaching Investors
Mergers and Acquisitions
Almost as in the oldest and most basic love story plots: company meets investor, Company and investor sign a termsheet, investor commences due diligence review of the company (review of the legal and accounting documents and other issues), investor informs the Company that material issues were revealed in the DD process and “we need to […]
July 8, 2015
The Risk in Breach of M&A Transactions Antitrust Obligations
Mergers and Acquisitions
A merger transaction may require to be reported to the Israeli Antitrust Authority and in some cases the actual approval of the Antitrust Commissioner. The Antitrust law may also create a personal liability for directors and senior officers in the company in the event of a breach of the law, and from 2012 also allows […]
April 29, 2015
Domination Games – Not Necessarily What You Had in Mind
Mergers and Acquisitions
In a conversation with a person who held 50% of a company he complaint that he cannot sell shares in the company because if he does so he will “lose his control”. This means that the actual value of the shares is significantly lower than it should be because of lack of alienability of the […]
January 21, 2015
On Ostriches and Mergers and Acquisitions and Yes, You are Liable Even if You did not Know
Mergers and Acquisitions
People who act on behalf of a corporation generally understand that they can be personally liable for their actions and act accordingly. However, not everyone understands that as an officer of a corporation may also have passive liability – liability that arises when the officer does not take any action. This is perhaps also the […]
September 15, 2010
Personal Liability of officer and directors in M&A transactions
Business, Corporate and Joint Ventures
A corporation can not usually grow over a short period as a result of its own activity only and therefore, when a complementary activity exists at another corporation and as a result of a merger both may profit (the merged corporation will provide more services to more customers and make more profits) it is likely […]
April 17, 2009
On Mergers, Acquisitions and Ducks
Mergers and Acquisitions
One of the main specialization of our firm is mergers and acquisitions. A transaction currently conducted by our office is the acquisition of a group of European companies at an amount of about Euro Millions 40. The terms agreed between the parties are that 50.1% of the shares of the sold company will be transferred immediately against  half […]