30/10/2022
Managing a company is complex. Every controlling shareholder must spend valuable time complying with government bureaucracy. Our firm advises and provides ongoing legal support for companies and corporations, officers and shareholders, on all legal and commercial issues relating to the company’s activities, from the stage of incorporation and throughout the company’s lifecycle and growth.
Corporate and Businesses Lawyer
As a corporate law firm, we have extensive experience in advising a wide range of organizations, from public companies to family-owned companies and sole proprietors. We offer legal advice to companies and businesses from the stage of setup and methods of incorporations, company registration, and drawing up founders’ agreements. We also provide oversight on day-to-day activities, assist in drafting commercial contracts, and handling issues related to employment, insurance, real estate and properties, the capital markets, commercial litigation, debt collection and enforcement, insolvency, voluntary company dissolution, bankruptcy, and so on
Our corporate lawyers can provide daily legal support on company activities from a company’s foundation, becoming closely acquainted with the board of directors and with the company’s management, and guide them on meetings and reports required for various authorities.
As an international law firm with branches in France, Austria, Romania and Cyprus, we are also able to provide global legal solutions for companies operating abroad.
Among the legal services our firm offers:
Company Formation
Founding a company is a complex process involving several legal and economic aspects. In addition to registering a business as a private or a public company, the controlling owners of the company are responsible for managing accounts records, holding shares, and legal liability issues.
The authority in charge of company registration in Israel is the Registrar of Companies. Any individual or business entity which enters into any kind of existing business activity is obligated to be registered with the Registrar of Companies before commencing business activities.
The lawyer handling the company formation will require at least one person who can serve as both the company director and the shareholder. Bureaucratic actions for establishing a company include filling out forms, such as an application for company registration, the directors’ statement, paying the company registration fee, and drawing up the company’s articles of associations containing information about the company’s activities, legal framework and restrictions, its full name, and a privacy statement.
Establishing a company is much more than a simple procedure that a person can carry out on their own. Establishing a company requires special skills and understandings, since it goes beyond merely registering the new organization. The process of founding a company is of crucial importance, especially when there is more than one founder. Correct formation of a company involves drawing up a founders’ agreement and/or articles of association, a form of contract between the shareholders which serves as the basis for the company’s conduct in the present and the future.
The framework known as the company’s Articles of Association addresses a wide range of issues as a way of preventing complex problems in the future. These include issues related to the decision-making process, assignment of roles and appointments, types of shares, the manner of resolution of disputes, the right of first refusal, jurisdictional powers, how an investor can be brought in or bought out, mechanisms towards ensuring legal and general transparency, dilution protection mechanisms, ways to handle extraordinary or irregular decisions, and much more. Drafting this kind of document requires in-depth understanding of the planned business activity, sensitivity to the founders’ wishes and plans for the future and what is their vision regarding the company’s development, the scope of activity, whether founders can conduct additional activities or businesses, and so on.
Investing thought and effort at this initial stage in the founders’ agreement or well thought out Articles of Association may save the company’s owners from diverse future disputes. Correct legal conduct will minimize the company’s exposure to legal disputes, reduce the exposure to lawsuits between the partners, and so on. Our skilled lawyers will assist you in obtaining a fast, professional, proper company formation process to enable smooth business operations that will allow you to focus on your company’s development.
Investment Management
Companies often seek investors to bring new money into the organization, whether due to a crisis or the company’s development and growth plans. Under such circumstances, both the company and the investor require professional legal consultancy, obtain all relevant information which shall eventually lead to signing an agreement that protects the rights of both parties. Any such agreement must be based on presentation of appropriate materials and backed by appropriate guarantees. Our corporate lawyers are experts at representing your objectives, protecting the interests of all parties, and ensuring correct implementation.
Mergers and Splits
Shareholders may decide that a merger between companies, or splitting the company’s activities, is best for the organization. Both these actions integrate commercial law, corporate law and taxation.
Our firm is able to address these professional disciplines and contact the tax authorities to ensure their approval for any such move prior to finalizing it, giving you advance information on your anticipated tax liability.
Establishing a Subsidiary in Israel / Abroad
Companies may need to establish additional companies in Israel or abroad as subsidiaries or affiliate companies. Our firm has the knowledge and experience to handle these moves and ensure your needs are correctly handled in terms of both company law and taxation law.
Holding Shares in Trust and Structuring Trust Mechanisms
Our firm has the knowledge and experience to address your needs with regards to establishing trust mechanisms, holding shares in trust, and taking relevant legal actions that ensure legal transparency.
Business Dispute Management and Mediation
Our firm has rich experience in handling litigation before various courts of law, and in managing alternative dispute settlement avenues such as arbitration and mediation. Representing clients in mediation and arbitration proceedings requires extensive knowhow and a full understanding of the company’s activities and the nature of the dispute in order to reach the optimal solution.
Minority Shareholder Claims
A shareholder may feel that they have been deprived of certain rights held by the majority shareholders or even by the owners of 50% of the shares. The law allows the affected minority shareholder to apply to the District Court and be afforded the required remedies. The Court may force the sale of shares under such circumstances, appoint a special manager to the company, or decide on any number of remedies. Our firm can advise you on how to address these situations for the best outcomes possible, quickly and efficiently.
Derivative Claim
A company may need to sue a shareholder, but this may be close to impossible since the particular shareholder constitutes the majority in the company. In such cases, the law allows parties who do not hold the majority of shares, and/or third parties, to cause the company to sue the majority shareholder and even cause the company to pay incurred legal costs, subject to the Court’s approval. Our firm specializes in litigation and corporate law and will be able to formulate the right strategy and all the steps needed in order to support and lead your case to a successful resolution.
Crisis Management
Companies often find themselves in cashflow difficulties, whether due to past errors or other reasons, including current loss-incurring conduct. Our firm specializes in all aspects related to the representation of companies who endure cash flow challenges, and will advise on how to take steps to optimize and streamline their operations, take needed improvement steps and identify circumstances that require appealing to judicial instances. We will know which is the best-suited action according to the specific set of circumstances, the debt status, the company’s overall status, assist in finding an investor, and advise you on many additional relevant parameters. We can also consult on setting up a creditor arrangement, freezing proceedings, or other required legal procedures.
Our firm holds decades of knowledge and practical knowhow in the field of insolvency and financial rehabilitation, and has handled countless such situations with great success. There are a great number of ways to save a company and reduce the damage to which it is exposed. Consult with us for unique customized solutions for your company’s crisis.
Clearing Unreported (“Black”) Capital and Neutralizing Tax Offenses
A company may have carried out its ongoing activities in a manner that caused a taxation offense. As a result, the company may not have reported all its income, or have inadvertently caused some other criminal offense. The company is always responsible and liable for such situations. Our tax department is able to guide you on the actions needed vis-à-vis the Tax Authority towards removing this default and reducing any damage to the minimum possible.
Voluntary Company Dissolution
Our firm is experienced in handling voluntary company dissolution procedures including end-to-end handling all areas of bureaucracy and cancellation of the company’s registration with the Registrar of Companies as a means of preventing accrued company registration fees.
Intergenerational Transfer
Our firm has extensive experience in intergenerational transfers, whether one shareholder is involved or multiple families with several shareholders. This is a complex process which requires sensitivity. We have handled dozens of cases and will be happy to provide you with appropriate consultancy.
Commercial, Corporate and M&A Law Firm
As a legal firm with extensive corporate law experience and knowhow, we provide companies with legal support on a wide range of areas, from representation and professional support during negotiations, to mergers and acquisitions, distribution and marketing contracts, company sale and purchase, investment agreements, issue of shares, and so on.
We study your company’s activities up close and provide ongoing consultancy on all areas relevant to your fields of activity.
Our firm provides countless companies with legal consultancy and representation on a retainer-based, in the framework of which the company works with our firm’s lawyer on an ongoing basis. The lawyer acts as a “client’s partner” responsible for harnessing the various experts and departments to your company’s benefit and its changing needs. Retainer services mean we are constantly available to you to address every legal aspect in your business:
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Taxation. Ongoing professional support of companies and their management in all areas of Israeli taxation, civil and/or criminal issues including handling confiscation of assets, arrests, investigations, tax related indictments, and international tax issues. We handle issues that arise in day-to-day activities, valuations issues, income tax / VAT investigations, tax planning, pre-ruling, clearing unreported (“black”) capital, handling transfers of funds from abroad, and many additional issues. We will be happy to provide consultancy, preparation for an investigation, taxation oversight, court-related issues, or any matter related to taxation.
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Litigation. Our firm has expertise and experience in managing lawsuits and legal disputes before various courts of law. We specialize in representing companies before third parties, in shareholders’ disputes, struggles for control, and all business disputes that may arise. We will leverage our legal knowledge, accounting and taxation expertise, economic expertise, and corporate law experts.
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Real Estate. Our firm specializes in a broad range of real estate issues and transaction, purchase and sale of homes, business dealing linked to real estate enterprises, purchase and sale of land plots, oversight on commercial construction or condominiums residential construction including urban renewal plans.
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Insolvency and Financial Rehabilitation. Our firm assists companies with financial and/or cash flow difficulties. We specialize in establishing recovery plans to restore a company’s normal activities and if necessary, take steps to institute creditor arrangements and/or freezing procedures and/or liquidation and/or any arrangement or action consistent with the client’s goals. Our department has decades of cumulative experience, having assisted hundreds of companies which successfully experienced rehabilitation and the organization’s ongoing running returned to the owner’s hands. Our expert lawyers will take every possible action to reduce the damage to your company, and advance your organization’s best interests.
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Labor Law. Our law firm specializes in the field of employment and represents both employers and employees towards drawing up agreements, and taking necessary actions to ensure the company’s proper conduct with regards to its employees. We also represent employers and employees in procedures in the Labor Courts.
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Commercial Transactions, Mergers and Acquisitions. We have extensive expertise in the processes of mergers between companies, acquisitions of companies, acquisition of company shares, or investments in companies. Our lawyers can suggest solutions which take into account the commercial issues and other aspects related to company law, tax law, property law and so on.
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Debt Collection and Execution of Writs. Our firm specializes in collecting individual debts and/or debts of small or large sums for companies and institutions. We represent companies, banks, and private individuals.
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Capital Market and Securities. We handle all legal areas of IPOs by companies in Israel, and provide professional support on IPOs abroad. Our firm has extensive experience in providing your company with the perfect solution based on decades of experience in the field, and having provided successful consultancy and ongoing professional support to countless companies.
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Hi-tech and Venture Capital. Our firm provides ongoing oversight for hi-tech companies and startups, from the stage of concept through incorporation, agreements, option plans (ESOP), commercialization of IP, and all related matters. We represent countless companies in these spheres, some having begun with us at their earliest stages and are now traded on Israel’s and global stock exchanges. We have also provided close professional support and guidance to companies as part of an Exit process.
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Immigration and Relocation to Israel. We provide consultancy and professional support on obtaining work visas for foreign workers and experts relocating with the aim of working in Israel.
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