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February 17, 2025
Tax Aspects of SAFE (Simple Agreement for Future Equity) Investments
Taxation and Government Incentives and Funding
Business, Corporate and Joint Ventures
Mergers and Acquisitions
February 4, 2025 Tax Aspects of SAFE (Simple Agreement for Future Equity) Investments On January 29, 2025, the Israeli Tax Authority issued clarifications on the taxation of investments made through a Simple Agreement for Future Equity (SAFE); previous guidelines had been issued on May 16, 2023. A SAFE is a financial instrument that is commonly […]
February 16, 2025
“Until an Insolvency Do Us Part…”
Business, Corporate and Joint Ventures
Commercial, Banking and Financial
International Transactions and Dispute Resolution
An article on the subject of limiting the ability in Israel of terminating an agreement when the other party to it enters insolvency proceedings. The article was written by Attorney Shelly Wilner of Afik & Co.
December 9, 2024
Is Netanyahu a war criminal or just a bad manager? Or: Why does a CEO need legal advice
Business, Corporate and Joint Ventures
An article on the importance of legal support in managing a company and the importance of full transparency vis-à-vis the legal advisor and acting pursuant to its recommendations. The article was written by Doron Afik, Esq. of Afik & Co.
November 4, 2024
On holding shares in escrow and a notarized escrow agreement
Trusts
Intergenerational Law (Trusts, Estates, Lasting Powers of Attorney, Parenting)
Business, Corporate and Joint Ventures
In 1970, a man transferred the shares in two companies to his children, but in practice he continued to manage the companies and withdraw the full dividends from them, which led to a divorce dispute that began in 2000 and ended after the demise of both spouses only by a Supreme Court of Israel ruling […]
September 29, 2024
Equal and Equal More – Unequal Corporate Board Voting Power
Business, Corporate and Joint Ventures
Unlike other governance systems where, as the residents of Animal Farm (George Orwell, 1945) discovered, everyone is equal but… some are more equal than others, one of the cornerstones of democracy is absolute equality before the law. But, what about voting rights in a company’s board of directors – will it be possible for one […]
August 7, 2024
On the options to grant options
High-Tech and Technology
Business, Corporate and Joint Ventures
Labor Law and Immigration
An article on options for employees (and for the more advanced also RSUs and Phantom Shares), option taxation and the importance of duly structuring the option plan, approving it correctly, signing the employees and dealing with the trustee, in order to avoid tax accidents and enable optimal use of this important tool. The article was written by Doron Afik, Esq. of Afik & Co.
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 […]
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