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October 25, 2021
The Prince – 2021
Business, Corporate and Joint Ventures
An article dealing with The Representative Problem, the need for corporate governance and the importance of accompanying a company by a lawyer with experience in the business and legal field to avoid personal liability and not allow non-senior executives in the company to negotiate on its behalf
October 9, 2021
How about a “Go to Jail” agreement?
Competition
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
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
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
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)
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 […]
December 30, 2019
So what are my options
Business, Corporate and Joint Ventures
So you succeeded in realizing “the Israeli dream” – you were hired by a high-tech company and are on the right path to “big money”. You arrive at your first day at work and received the standard new employee set of documents, including a “standard” employment contract, which also notes that you are entitled to […]
December 14, 2019
On Jabotinsky and the new national sport – personal claims against control holders
Business, Corporate and Joint Ventures
An article in The Observer newspaper 5.5.1939 by Ze’ev Jabotinsky opens with the words: “Not every nation has its own national sport; and if there is, then the other nations soon come and learn it and immediately they start to play it, maybe better than the inventors themselves and by that it ceases to be […]
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 […]
July 2, 2019
Not any Indemnification Letter Actually does the Work
Business, Corporate and Joint Ventures
Recently we see more and more cases of directors and officers who find themselves at the center of legal proceedings against the companies in which they serve. In many cases, the company insured the officer, but the main disadvantage of insurance (even if the insurance company does accept its responsibility) is that sometimes the insurance […]
May 28, 2019
On how to save money on a partnership agreement and destroy the business
Business, Corporate and Joint Ventures
So, you met with some friends or family members and decided to set up a business together. Due to the existing relationship between the parties, you decided to not formalise the transaction (which sometimes takes time and delays the start of activity) rather just to start activity. Without a proper agreement between the parties, or […]
April 5, 2019
On Alchemy (turning steel into gold), Cousins and Prime Ministers
Business, Corporate and Joint Ventures
A person (e.g., Israeli Prime Minister Benjamin Netanyahu) invests a significant amount of Dollars in a “failed” American private company, with a significant discount on the share price, and after a few years sells his shares at a huge profit. In the same example, the Prime Minister (in an attempt to fight off public criticism) […]
February 9, 2019
The Economic Competition Law, Restrictive Arrangements and Prison Sentences
Competition
A software company develops a successful product that allows easy payment by credit card and offers it to business owners. The provider of the accounting system to such businesses, however, in an attempt to prevent the software company from penetrating the market, makes it clear to the business owners that if they work with that […]
December 18, 2018
Employee Stock Option Plan – Nothing New Under the Sun
High-Tech and Technology
Every employee in the high-tech industry (and these days also in other sectors of the economy) knows the term “ESOP” and often start-ups, with the aim of saving legal costs, also create an employee stock option plan and option grant agreements instead of salary (or as part of the salary) without first consulting a lawyer […]
October 8, 2018
On (Employees) Stock Options and Divorces
High-Tech and Technology
Statistics indicates that more than a quarter of married couples in Israel will undergo a divorce. Some would say, like the well-known comedian Louis C.K., that marriage is just the preparation for the really good thing – the divorce. At the time of the divorce, the spouses’ assets are balanced and for this purpose each […]
July 11, 2018
“Fresh Start” – Is a company bound by pre-incorporation agreements?
High-Tech and Technology
Promises should be kept. However, what would you say of a new start-up whereby promises need not be kept? In the entrepreneurial world, it is customary for an entrepreneur to perform various actions on behalf of a company to be incorporated, even before its incorporation. Thus, for example, an entrepreneur would often hire employees, preform […]
July 3, 2018
Set-Off Right against a Company in Liquidation
Commercial, Banking and Financial
Trade relations between two companies take place, in which they offset one another’s debts on a regular basis and transfer only the difference. However, when a company enters into insolvency proceedings, the rules of the game change and a situation can arise where one has to pay the debt to the other, but wait in […]
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, […]
November 21, 2017
Declaration of beneficial owners: a new declaration obligation since 1 August 2017
European Law
Entities that are concerned Civil or commercial companies, EIG, branches of foreign companies and more generally all entities that are registered in the Register of Commerce and Companies (RCS) must now report to the RCS information concerning their beneficial owner(s). Exception: companies whose securities are admitted to trading on a regulated market. The Registry of […]
November 21, 2017
Indemnification Letter for Officers and Directors
Business, Corporate and Joint Ventures
In recent years there has been a trend of increase of liability of directors and officers of companies in respect of acts performed by the company. As a result, many directors find themselves at the center of legal proceedings. In some cases, even employees file personal claims against directors and even if the Courts finally […]
November 6, 2017
Liability of shareholders for tax debts of the Company
Taxation and Government Incentives and Funding
A client of our firm, a German businessman, invested a large sum of money to purchase 40% of the shares of an Israeli company, but the investment was unsuccessful and the company closed down. A few years later, the businessman was surprised to receive a demand to pay the company’s city tax, even though the […]
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