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June 17, 2024
Empowered to Report or Empowered to Commit Negligence
Business, Corporate and Joint Ventures
An article on the requirement on electronic filing with the Israeli Companies Registrar as of June 26, 2024, and the importance of a proper corporate secretariat, to duly hold corporate ledgers and all documents and agreements (as well as verifying that they are duly signed and are binding), and not only report the annual report to the Companies Registrar. The article was written by attorney Doron Afik of Afik & Co.
June 8, 2024
I now pronounce you partner and partner
Business, Corporate and Joint Ventures
An article on the meaning of a joint activity without an agreement, which may create the status of a partnership, on all the meanings of this. The article was written by attorney Yair Aloni from Afik & Co.
November 6, 2023
When you say no, what do you mean? – on negative personal interest in corporate voting
Business, Corporate and Joint Ventures
Capital Markets and Stock Exchange Regulations
An article on the ability to prevent a shareholder or director from voting on decisions where his manner of voting against the decision is clear in advance. The article was written by Doron Afik, Esq. of Afik & Co.
September 4, 2023
Special Committees Confidentiality in Transaction With Controlling Shareholder
Mergers and Acquisitions
Business, Corporate and Joint Ventures
An article on the approval of transactions in a public company between the company and another corporation controlled by the same shareholder. The article was written by attorney Gilad Bar-Ami of Afik & Co.
August 20, 2023
I Didn’t SPACulate that I would need to Read the D&O Terms
Mergers and Acquisitions
Business, Corporate and Joint Ventures
Capital Markets and Stock Exchange Regulations
An article on the importance of due care when procuring a D&O insurance and the required use of a lawyer and insurance broker with expertise in the field. The article was written by Doron Afik, Esq. of Afik & Co. and Elad Tubol, Adv. of the Howden Israel Group
June 21, 2023
The Iron Curtain ? How Difficult is it to Pierce the Corporate Veil
Business, Corporate and Joint Ventures
Dispute Resolution
An article on the tests for piercing the corporate veil and attributing corporate debts to its shareholders. The article was written by Gilad Bar-Ami, Adv. of Afik & Co.
May 15, 2023
On oppression and tyranny by the minority
Business, Corporate and Joint Ventures
An article on oppression in companies, where the oppressing party is in fact the minority and not the majority. The article was written by advocate Shelly Wilner of Afik & Co.
April 17, 2023
An idea that means a lot of money, how’bout if my company purchases my shares?
Business, Corporate and Joint Ventures
Taxation and Government Incentives and Funding
Mergers and Acquisitions
Shareholders of a company agree on the exit of one of them and because the company has cash, they also agree that the company will purchase his shares. The shareholders really like the idea but it turns out that the Tax Authority likes it even more because it deems it a taxable dividend to all […]
March 23, 2023
Personal liability of managers and shareholders for employee wages in a company
Labor Law and Immigration
Business, Corporate and Joint Ventures
Dispute Resolution
Is there a personal liability of managers and shareholders to company debts to its employees? Under certain circumstances, as the Labor Courts determined, both controlling shareholders and managers may be liable for paying wages of employees (including pension contributions and other obligations to the employees). A well-known corporate rule, which is anchored in the Israeli […]
July 13, 2022
The Judgment of Salomon and shareholders disputes
Business, Corporate and Joint Ventures
An article dealing with shareholders disputes and the authority of the Court to separate between the disputed parties. The article was written by Yair Aloni, Adv. of Afik & Co., lawyers and notaries
May 26, 2022
The is nothing like a good free legal opinion on the line to the doctor !
Commercial, Banking and Financial
Business, Corporate and Joint Ventures
Capital Markets and Stock Exchange Regulations
An article about the importance of legal advice from an experienced lawyer who knows all the facts and when a legal opinion will have any meaning at all. The article was written by Doron Afik, Esq. of Afik & Co., Attorneys and Notary.
May 9, 2022
On business judgement and corporate transaction approval mechanism
Business, Corporate and Joint Ventures
An article on the procedures required for approving transactions of interested parties in a company and the business judgement rule. The article was written by Adv. Shelly Wilner of Afik & Co.
January 16, 2022
Elementary, my dear Holmes!
Capital Markets and Stock Exchange Regulations
Mergers and Acquisitions
Business, Corporate and Joint Ventures
An article dealing with the issue of at what stage do ambitious presentations designed to bring investors to a start-up cross the line and become a criminal misrepresentation. The article was written by Doron Afik, Esq. of Afik & Co., Attorneys and Notary.
November 13, 2021
On James Bond and Official Receiver 2021 – The unsettling easiness of a financial murder in Israel
Business, Corporate and Joint Ventures
In June 2010, I published an article in the The Marker titled “The unsettling easiness of a financial murder in Israel” in which I compared James Bond, a killer in the name of the Queen, to the Israeli Official Receiver. The first deliberately eliminates enemies of the Kingdom and the second negligently eliminates businesses and […]
October 25, 2021
The Prince – 2021
Business, Corporate and Joint Ventures
An article dealing with The Representative Problem in companies, the need for corporate governance and to avoid personal responsibility and not allow non-senior executives in the company to negotiate on its behalf or negotiate without the assistance of a lawyer, especially when it comes to a public company
October 9, 2021
How about a “Go to Jail” agreement?
Competition
Business, Corporate and Joint Ventures
Criminal Law
An article on the liability of directors and officers to antitrust offences of the corporation
March 20, 2021
Hast thou killed, and also taken possession? If you are an officer and the company suffered no loss – all’s well
Business, Corporate and Joint Ventures
A company pays a 100 grand a month for cleaning services. The new CEO replaces the clean-up team with another service provider that charges only 75 grand a month, but “neglects” to disclose that the new service provider is his childhood friend. This is certainly a blunt breach of trust, but is the officer obligated […]
March 13, 2021
When the board does not issue a death warrant against my father but kills him
Business, Corporate and Joint Ventures
Public Law, Environment and Tenders
Parentage, Surrogacy and Adoption
My father – David Afik – passed away from Corona in December, 2020, although he never contracted the virus. My father was executed at the age of 86 under a death sentence imposed on him by the Israeli government, even though it never took a decision to kill him. Au Contraire, the death sentence was […]
February 20, 2021
So what if the waiver was fraudulently induced? You waived your rights!
Commercial, Banking and Financial
Business, Corporate and Joint Ventures
Labor Law and Immigration
An article on the question of whether a settlement agreement that includes a waiver of claims prevents the filing of a claim in a fraud case
November 28, 2020
On restrictive arrangements and criminal liability of corporate officers
Competition
Business, Corporate and Joint Ventures
An article on the personal criminal liability of officers o restrictive trade arrangement offences by the company and the manner in which it may be avoided.
October 3, 2020
Corporate control agreements – cooperation or coercion?
Business, Corporate and Joint Ventures
Two entrepreneurs incorporated a company and want to ensure their control over it even after the entry of investors. The way to ensure this may be through a ‘control agreement’ or a ‘voting agreement’, in which the parties may undertake to agree between them on any vote before casting it. But then it may turn […]
August 23, 2020
Who wants to volunteer to be personally liable for debts of an NGO?
Business, Corporate and Joint Ventures
A person volunteers to be a member of an NGO or even more – to participate in the actual management of the NGO by sitting in its board – and one fine day receives a statement of claim from an employee of the NGO demanding him to be personaly liable for pension funds to which […]
July 6, 2020
A Dirge for the Companies – In Every Generation they Rise up to Destroy Us
Intergenerational Law (Trusts, Estates, Lasting Powers of Attorney, Parenting)
Business, Corporate and Joint Ventures
Lasting Power of Attorney
If in the past it was customary to bury a man along together with animals and much property to support him in the afterlife, today this practice is less than acceptable. So why are businesses and companies sometimes buried, inadvertently, together with their owners? For example, a high-tech entrepreneur and a major shareholder in a […]
February 8, 2020
On Necromancy and Claims against Managers of a Company in Liquidation
Business, Corporate and Joint Ventures
“10 Let no one be found among you who sacrifices their son or daughter in the fire, who practices divination or sorcery, interprets omens, engages in witchcraft, 11 or casts spells, or who is a medium or spiritist or who consults the dead.” states the Book Deuteronomy, Chapter XIX. But what if the dead is […]
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